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EXHIBIT 3.1
EXECUTION VERSION
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
HOLLY ENERGY PARTNERS, L.P.
THIS
AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF HOLLY ENERGY
PARTNERS, L.P. (this "Amendment"), dated as
of July 6, 2005, is entered into and
effectuated by HEP Logistics Holdings,
L.P., a Delaware limited partnership, as
the General Partner, pursuant to
authority granted to it in Section
13.1(d)(i) of the First Amended and Restated
Agreement of Limited Partnership of Holly
Energy Partners, L.P., dated as of
July 13, 2004, as amended (the "Partnership
Agreement"). Capitalized terms used
but not defined herein are used as defined
in the Partnership Agreement.
WHEREAS,
Section 13.1(d)(i) of the Partnership Agreement provides that
the
General Partner, without the approval of
any Limited Partners, may amend any
provision of the Partnership Agreement to
reflect a change that the General
Partner determines does not adversely
affect the Limited Partners (including any
particular class of Partnership Interests
as compared to other classes of
Partnership Interests) in any material
respect; and
WHEREAS,
acting pursuant to the power and authority granted to it under
Section 13.1(d)(i) of the Partnership
Agreement, the General Partner has
determined that the following amendment to
the Partnership Agreement does not
adversely affect the Limited Partners
(including any particular class of
Partnership Interests) in any material
respect.
NOW,
THEREFORE, it is hereby agreed as follows:
A. Amendment. The
Partnership Agreement is hereby amended as
