UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2011 (April 27, 2011)
 
HOLLY ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
         
Delaware   001-32225   20-0833098
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification Number)
     
100 Crescent Court,
Suite 1600
Dallas, Texas
(Address of principal
executive offices) 		  75201-6915
(Zip code)
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     On April 27, 2011, the Board of Directors (the “Board”) of Holly Logistic Services, L.L.C. (“HLS”), which is the general partner of HEP Logistics Holdings, L.P., which is the general partner of the registrant, and Navajo Pipeline Co., L.P., the sole member of HLS, approved Amendment No. 1 (the “LLC Amendment”) to the First Amended and Restated Limited Liability Company Agreement of HLS (the “LLC Agreement”). The LLC Amendment became effective on April 27, 2011. A copy of the LLC Amendment as adopted is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.
     The LLC Amendment modifies the notice provisions for meetings of the Board contained in Section 5.4(a) of the LLC Agreement to: (a) expand the list of individuals that are permitted to call special meetings of the Board (or any committee of the Board), (b) reduce the notice period for special meetings of the Board (or any committee of the Board) to be held in person from two days to twenty-four hours, (c) clarify that electronic transmissions including electronic mail constitute written notice and (d) provide that attendance by a director at a meeting constitutes waiver by such director of the notice requirements for such meeting unless such director specifically objects at such meeting on the basis of improper notice.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
         
3.1 
  —    Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C., dated April 27, 2011

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
             
 
  HOLLY   ENERGY PARTNERS, L.P.    
 
           
 
  By:   HEP Logistics Holdings, L.P.,    
 
      its General Partner    
 
           
 
  By:   Holly Logistic Services, L.L.C.,    
 
      its General Partner    
 
           
 
  By:   /s/ Bruce R. Shaw
 
Bruce R. Shaw 		   
 
      Senior Vice President and Chief Financial Officer    
Date: May 3, 2011
[Signature Page]

 

 

EXHIBIT INDEX
         
Exhibit        
Number       Exhibit Title
 
       
3.1
  —    Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C., dated April 27, 2011

 

Exhibit 3.1
AMENDMENT NO. 1
TO THE
FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HOLLY LOGISTIC SERVICES, L.L.C.
     This Amendment No. 1 (this “ Amendment ”) to the First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C., a Delaware limited liability company (the “ Company ”), dated as of April 27, 2011, is entered into by Navajo Pipeline Co., L.P., a Delaware limited partnership, as the sole member of the Company (the “ Sole Member ”).
RECITALS:
      WHEREAS , the Sole Member entered into that First Amended and Restated Limited Liability Company Agreement of the Company (the “ LLC Agreement ”), dated as of July 13, 2004 (which is the first date on which Common Units were sold by the MLP to the Underwriters pursuant to the Underwriting Agreement); and
      WHEREAS , the Sole Member now desires to amend Section 5.4(a) of the LLC Agreement as set forth herein.
      NOW THEREFORE , the LLC Agreement is hereby amended as follows effective as of the date hereof:
Section 1.       Amendment . Section 5.4(a) of the LLC Agreement is hereby amended and restated in its entirety as follows:
      “(a) Meetings. The Board (or any committee of the Board) shall meet at such time and at such place as the Chairman of the Board (or the chairman of such committee) may designate. Written notice of all regular meetings of the Board (or any committee of the Board) must be given to all Directors (or all members of such committee) at least ten days prior to the regular meeting of the Board (or such committee). Special meetings of the Board (or any committee of the Board) shall be held at the request of (i) the Chairman of the Board (or the chairman of such committee), (ii) the Secretary (if any) at the request of the Chairman of the Board (or the chairman of such committee) or any two Directors (or any two members of such committee) or (iii) a majority of the Directors (or a majority of the members of such committee), in each case upon at least twenty-four hours oral or written notice to the Directors (or the members of such committee) or upon such shorter notice as may be approved by the Directors (or the members of such committee). All written notices and other communications to be given to Directors (or members of a committee) shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered

 

 

      mail, return receipt requested, with appropriate postage prepaid, or when received in the form of a telegram, facsimile or other electronic transmission (including electronic mail), and shall be directed to the address, facsimile number or electronic mail address as such Director (or member) shall designate by notice to the Company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board (or committee) need be specified in the notice of such meeting. Any Director (or member of such committee) may waive the requirement of such notice as to such Director (or such member). Attendance by a Director (or member of a committee) at any meeting shall constitute waiver by such Director of the requirement of notice of such meeting unless such Director specifically objects at such meeting on the basis of improper notice.”
Section 2.      Defined Terms . Each capitalized term used in this Amendment and not otherwise defined in this Amendment shall have the meaning assigned to such term in the LLC Agreement.
 
Section 3.      Full Force and Effect . Except as expressly amended hereby, the LLC Agreement is unchanged and remains in full force and effect.
 
Section 4.      Governing Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
[ Signature Page Follows ]

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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of April 27, 2011.
         
  SOLE MEMBER:

NAVAJO PIPELINE CO., L.P.
  		 
  By:   Navajo Pipeline GP, L.L.C., its general partner    
       
       
 
     
  By:   /s/ Matthew P. Clifton    
  Name:   Matthew P. Clifton  
  Title:   Chief Executive Officer  
 
Signature Page
to
Amendment No. 1
to the
First Amended and Restated
Limited Liability Company Agreement
of
Holly Logistic Services, L.L.C.