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Delaware Delaware		4610 4610		20-0833098 20-2263311
(State or Other Jurisdiction of Incorporation or Organization)		(Registrants’ Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

100 Crescent Court, Suite 1600 Dallas, Texas 75201 (214) 871-3555 (Address, Including Zip Code, and Telephone Number, Including Area Code, of each of the Registrants’ Principal Executive Offices)		W. John Glancy Senior Vice President and General Counsel Holly Energy Partners, L.P. 100 Crescent Court, Suite 1600 Dallas, Texas 75201 (214) 871-3555 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of each of the Registrants’ Agent for Service)

	*	Additional Registrants are identified on the following pages.

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Delaware		51-0504692
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		51-0504696
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		72-1583767
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968297
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968300
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968296
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968299
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		72-1583768
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		57-1207829
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		51-0512050
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		51-0512052
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Texas		20-2161011
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

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The information in this prospectus is not complete and may be changed. Securities may not be sold pursuant to this prospectus until a registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.

	•	common units representing limited partner interests in Holly Energy Partners, L.P.; and
	•	debt securities of Holly Energy Partners L.P.

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ABOUT THIS PROSPECTUS			1
WHO WE ARE			2
THE SUBSIDIARY GUARANTORS			3
RISK FACTORS			4
FORWARD-LOOKING STATEMENTS			20
USE OF PROCEEDS			21
RATIO OF EARNINGS TO FIXED CHARGES			22
DESCRIPTION OF DEBT SECURITIES			23
DESCRIPTION OF OUR COMMON UNITS			36
CASH DISTRIBUTION POLICY			41
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT			48
CONFLICTS OF INTEREST AND FIDUCIARY DUTIES			54
MATERIAL TAX CONSEQUENCES			59
SELLING UNITHOLDERS			73
INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS			75
PLAN OF DISTRIBUTION			76
WHERE YOU CAN FIND MORE INFORMATION			78
LEGAL MATTERS			79
EXPERTS			79
Consent of Ernst & Young LLP

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	•	Refined Product Pipelines:

	•	approximately 949 miles of refined product pipelines, including 340 miles of leased pipelines, that transport gasoline, diesel, and jet fuel from Holly Corporation’s Navajo Refinery in New Mexico and Alon’s Big Spring Refinery in Texas to their customers in the metropolitan and rural areas of Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah and northern Mexico; and
	•	a 70% interest in Rio Grande Pipeline Company, a joint venture that owns a 249-mile refined product pipeline, that transports liquid petroleum gases, or LPGs, from West Texas to the Texas/ Mexico border near El Paso for further transport into northern Mexico by shippers other than Holly Corporation.

	•	Intermediate Pipelines:

	•	two 65-mile parallel pipelines that originate in Lovington, New Mexico and terminate at Holly Corporation’s Artesia refining facility, with an aggregate throughput capacity of 84,000 barrels per day (bpd), which we acquired from Holly Corporation in July 2005.

	•	Refined Product Terminals:

	•	seven refined product terminals (one of which is 50% owned), located in El Paso, Abilene and Wichita Falls, Texas, Moriarty, Bloomfield and Albuquerque, New Mexico, and Tucson, Arizona, with an aggregate capacity of approximately 2.3 million barrels, that are integrated with our refined product pipeline system;
	•	three refined product terminals (two of which are 50% owned), located in Burley and Boise, Idaho, and Spokane, Washington, with an aggregate capacity of approximately 514,000 barrels, that serve third-party common carrier pipelines;
	•	one refined product terminal near Mountain Home, Idaho, with a capacity of 120,000 barrels, that serves a nearby United States Air Force Base; and
	•	two refined product truck loading racks, one located within Holly Corporation’s Navajo Refinery, that is permitted to load over 40,000 bpd of light refined products, and one located within Holly Corporation’s Woods Cross Refinery near Salt Lake City, Utah, that is permitted to load over 25,000 bpd of light refined products.

	•	Tank Farm:

	•	one tank farm in Orla, Texas, with a storage capacity of 135,000 barrels.

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	We depend upon Holly Corporation and particularly its Navajo Refinery for a majority of our revenues and upon Alon and its Big Spring Refinery for a substantial portion of our other revenues, and if revenues from either of these customers were materially-reduced, there would be a material adverse effect on our results of operations.

	•	competition from other refineries and pipelines that may be able to supply the end-user markets of either Holly Corporation or Alon on a more cost-effective basis;
	•	operational problems such as catastrophic events at the refinery, labor difficulties or environmental proceedings or other litigation that compel the cessation of all or a portion of the operations at the refinery;
	•	increasingly stringent environmental laws and regulations, such as the Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor gasoline and diesel fuel for both on-road and non-road usage as well as various state and federal emission requirements that may affect the refinery itself;
	•	an inability to obtain crude oil for the refinery at competitive prices; or
	•	a general reduction in demand for refined products in the area due to:

	•	a local or national recession or other adverse economic condition that results in lower spending by businesses and consumers on gasoline and diesel fuel;
	•	higher gasoline prices due to higher crude oil prices, higher taxes or stricter environmental laws or regulations; or

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	•	a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, legislation either mandating or encouraging higher fuel economy or the use of alternative fuel or otherwise.

	We are exposed to the credit risks of our key customers.

	We may be unable to make future acquisitions on attractive terms and potential future acquisitions, if any, may affect our business by substantially increasing the level of our indebtedness and contingent liabilities and increasing our risks of being unable to effectively integrate these new operations.

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	•	mistaken assumptions about revenues and costs, including synergies;
	•	the assumption of unknown liabilities or known liabilities for which we underestimate the risk;
	•	the potentially substantial transaction costs associated with completed acquisitions or pursuing acquisitions that are not completed;
	•	limitations on rights to indemnity from the seller;
	•	the diversion of management’s attention from other business concerns;
	•	unforeseen difficulties operating in new product areas or new geographic areas; and
	•	customer or key employee losses at the acquired businesses.

	Competition from other pipelines, including the Longhorn Pipeline, that may be able to supply our shippers’ customers with refined products at a lower price could cause us to reduce our rates or could reduce our revenues.

	A material decrease in the supply, or a material increase in the price, of crude oil available to Holly Corporation’s and Alon’s refineries, could materially reduce our revenues.

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	We may not be able to retain existing customers or acquire new customers.

	Our operations are subject to federal, state and local laws and regulations relating to environmental protection and operational safety that could require us to make substantial expenditures.

	Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured.

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	Any reduction in the capacity of, or the allocations to, our shippers in interconnecting, third-party pipelines could cause a reduction of volumes transported in our pipelines and through our terminals.

	If our assumptions concerning population growth are inaccurate or if Holly Corporation’s growth strategy is not successful, our ability to grow may be adversely affected.

	•	the accuracy of our assumption that many of the markets that we serve in the Southwestern and Rocky Mountain regions of the United States will experience population growth that is higher than the national average; and
	•	the willingness and ability of Holly Corporation to capture a share of this additional demand in its existing markets and to identify and penetrate new markets in the Southwestern and Rocky Mountain regions of the United States.

	Growing our business by constructing new pipelines and terminals, or expanding existing ones, subjects us to construction risks.

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	Rate regulation may not allow us to recover the full amount of increases in our costs.

	Potential changes to current petroleum pipeline rate-making methods and procedures may impact the federal and state regulations under which we will operate in the future.

	Our pipeline operations are subject to FERC rate-making principles that could have an adverse impact on our ability to recover the full cost of operating our pipeline facilities and our ability to make distributions to unitholders.

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	Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Continued hostilities in the Middle East or other sustained military campaigns may adversely impact our results of operations.

	Holly Corporation and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests.

	•	Holly Corporation, as a shipper on our pipelines, has an economic incentive not to cause us to seek higher tariff rates or terminalling fees, even if such higher rates or terminalling fees would reflect rates that could be obtained in arm’s-length, third-party transactions;
	•	neither our partnership agreement nor any other agreement requires Holly Corporation to pursue a business strategy that favors us or utilizes our assets, including whether to increase or decrease refinery production, whether to shut down or reconfigure a refinery, or what markets to pursue or grow. Holly Corporation’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Holly Corporation;

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	•	our general partner is allowed to take into account the interests of parties other than us, such as Holly Corporation, in resolving conflicts of interest;
	•	our general partner determines which costs incurred by Holly Corporation and its affiliates are reimbursable by us;
	•	our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
	•	our general partner determines the amount and timing of our asset purchases and sales, capital expenditures and borrowings, each of which can affect the amount of cash available to us; and
	•	our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including the pipelines and terminals agreement with Holly Corporation.

	Cost reimbursements, which will be determined by our general partner, and fees due our general partner and its affiliates for services provided, are substantial.

	Our partnership agreement limits our general partner’s fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

	•	permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner;
	•	provides that our general partner is entitled to make other decisions in “good faith” if it reasonably believes that the decision is in our best interests;
	•	generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner’s general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and

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	•	provides that our general partner, its general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence.

	Even if unitholders are dissatisfied, they cannot remove our general partner without its consent.

	The control of our general partner may be transferred to a third party without unitholder consent.

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	We may issue additional common units without your approval, which would dilute your ownership interests.

	•	the issuance of common units in connection with acquisitions or capital improvements that increase cash flow from operations per unit on an estimated pro forma basis;
	•	issuances of common units to repay indebtedness, the cost of which to service is greater than the distribution obligations associated with the units issued in connection with the repayment of the indebtedness;
	•	the conversion of subordinated units into common units;
	•	the conversion of units of equal rank with the common units into common units under some circumstances;
	•	in the event of a combination or subdivision of common units;
	•	issuances of common units under our employee benefit plans; or
	•	the conversion of the general partner interest and the incentive distribution rights into common units as a result of the withdrawal or removal of our general partner.

	•	our unitholders’ proportionate ownership interest in us will decrease;
	•	the amount of cash available for distribution on each unit may decrease;
	•	because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
	•	the relative voting strength of each previously outstanding unit may be diminished; and
	•	the market price of the common units may decline.

	In establishing cash reserves, our general partner may reduce the amount of cash available for distribution to you.

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	Holly Corporation and its affiliates may engage in limited competition with us.

	•	any business operated by Holly Corporation or any of its subsidiaries at the closing of our initial public offering;
	•	any crude oil pipeline or gathering system acquired or constructed by Holly Corporation or any of its subsidiaries that is physically interconnected to Holly Corporation’s refining facilities;
	•	any business or asset that Holly Corporation or any of it subsidiaries acquires or constructs that has a fair market value or construction cost of less than $5.0 million; and
	•	any business or asset that Holly Corporation or any of its subsidiaries acquires or constructs that has a fair market value or construction cost of $5.0 million or more if we have been offered the opportunity to purchase the business or asset at fair market value, and we decline to do so with the concurrence of our conflicts committee.

	Our general partner may cause us to borrow funds in order to make cash distributions, even where the purpose or effect of the borrowing benefits our general partner or its affiliates.

	Our general partner has a limited call right that may require a holder of units to sell its common units at an undesirable time or price.

	A unitholder may not have limited liability if a court finds that unitholder actions constitute control of our business.

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	Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to entity-level taxation by states. If the IRS were to treat us as a corporation or if we were to become subject to entity-level taxation for state tax purposes, then our cash available for distribution to unitholders would be substantially reduced.

	A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units, and the costs of any contest will be borne by our unitholders and our general partner.

	Unitholders may be required to pay taxes on your share of their income even if they do not receive any cash distributions from us.

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	Tax gain or loss on the disposition of our common units could be different than expected.

	If you are a tax-exempt entity, a regulated investment company or an individual not residing in the United States, you may have adverse tax consequences from owning common units.

	We treat each purchaser of common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

	Unitholders will likely be subject to state and local taxes and return filing requirements as a result of investing in our common units.

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	Our partnership agreement limits our ability to accumulate cash, which may limit cash available to service any debt securities or to repay them at maturity.

	•	to provide for the proper conduct of our business and the businesses of our operating subsidiaries (including reserves for future capital expenditures and for our anticipated future credit needs);
	•	to provide funds for distributions to our unitholders and our general partner for any one or more of the next four calendar quarters; or
	•	to comply with applicable law or any of our loan or other agreements.

	The right to receive payments on any debt securities may be effectively subordinated to the rights of our existing and future secured creditors. Further, any guarantees of debt securities may be effectively subordinated to all our Subsidiary Guarantors’ existing and future secured indebtedness.

	We are a holding company. We conduct our operations through our subsidiaries and depend on cash flow from our subsidiaries to service our debt obligations.

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	Any subsidiary guarantees could be deemed to be fraudulent conveyances under certain circumstances, and a court may try to subordinate or void the subsidiary guarantees.

	•	was insolvent or rendered insolvent by reason of such incurrence;
	•	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

	•	the sum of its assets, including contingent liabilities were greater than the fair saleable value of all of its assets;
	•	the present fair saleable value of its assets were less than the amount that would be required to pay its procurable liability, including contingent liabilities, on its existing debts, as they become absolute or mature; or
	•	it could not pay its debts as they become due.

	To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

	Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities.

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	•	risks and uncertainties with respect to the actual quantities of petroleum products shipped on our pipelines and/or terminalled in our terminals;
	•	the future performance of the intermediate pipelines acquired from Holly Corporation in July 2005 and of the pipelines and terminals acquired from Alon in February 2005;
	•	the economic viability of Holly Corporation, Alon and our other customers;
	•	the demand for refined petroleum products in markets we serve;
	•	our ability to successfully purchase and integrate any future acquired operations;
	•	the availability and cost of our financing;
	•	the possibility of inefficiencies or shutdowns of refineries utilizing our pipeline and terminal facilities;
	•	the effects of current and future government laws, regulations and policies;
	•	our operational efficiency in carrying out routine operations and capital construction projects;
	•	the possibility of terrorist attacks and the consequences of any such attacks; and
	•	general economic, market or business conditions.

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		Navajo Pipeline Co., L.P. (Predecessor)																				Holly Energy
		and Holly Energy Partners, L.P.																				Partners, L.P.
		Year Ended December 31,																				Six Months
																						Ended June 30,
		2000				2001				2002				2003				2004				2005(1)
Ratio of Earnings to Fixed Charges			2.7				1.9				2.5				1.3				16.1				4.0

(1)

The ratio of earnings to fixed charges for the six months ended June 30, 2005 only includes earnings from our recently acquired Alon operations and interest on $150 million of our outstanding 61/4% senior notes due 2015 from February 28, 2005, when such operations were acquired and such 61/4% notes were issued, and interest on an additional $35 million of our outstanding 61/4% senior notes due 2015 from June 28, 2005, when such additional 61/4% notes were issued.

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	•	will be the general obligations of Holly Energy Partners and Holly Energy Finance, if Holly Energy Finance co-issues such debt securities;
	•	will be general obligations of the Subsidiary Guarantors, if guaranteed by them; and
	•	may be subordinated to our Senior Indebtedness and that of any Subsidiary Guarantors.

	•	the form and title of the debt securities;
	•	the total principal amount of the debt securities;

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	•	the date or dates on which the debt securities may be issued;
	•	whether the debt securities are senior or subordinated debt securities;
	•	the currency or currencies in which principal and interest will be paid, if not in U.S. dollars;
	•	the portion of the principal amount which will be payable if the maturity of the debt securities is accelerated;
	•	any right we may have to defer payments of interest by extending the dates payments are due and whether interest on those deferred amounts will be payable;
	•	the dates on which the principal and premium, if any, of the debt securities will be payable;
	•	the interest rate or rates which the debt securities will bear, or by which the debt securities will accrete in value, and the interest payment dates for the debt securities;
	•	any conversion or exchange provisions;
	•	any optional redemption provisions;
	•	any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
	•	whether the debt securities are (i) to be co-issued by Holly Energy Finance and (ii) entitled to the benefits of any guarantees by the Subsidiary Guarantors;
	•	whether the debt securities may be issued in amounts other than $1,000 each or multiples thereof;
	•	any changes to or additional events of default or covenants;
	•	any changes to the defeasance or discharge provisions of the Indenture;
	•	the subordination, if any, of the debt securities and any changes to the subordination provisions of the Subordinated Indenture; and
	•	any other terms of the debt securities.

	•	debt securities with respect to which payments of principal, premium or interest are determined with reference to an index or formula, including changes in prices of particular securities, currencies or commodities;
	•	debt securities with respect to which principal, premium or interest is payable in a foreign or composite currency;
	•	debt securities that are issued at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates; and
	•	variable rate debt securities that are exchangeable for fixed rate debt securities.

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	•	all other contingent and fixed liabilities of the Subsidiary Guarantor; and
	•	any collections from or payments made by or on behalf of any other Subsidiary Guarantors in respect of the obligations of the Subsidiary Guarantor under its guarantee.

	•	automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor;
	•	automatically upon the merger of the Subsidiary Guarantor into us or any other Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or
	•	following delivery of a written notice by us to the Trustee, upon the release of all guarantees by the Subsidiary Guarantor of any debt of ours under any credit facility, except a discharge or release by or as a result of payment under such guarantee.

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	Reports

	•	for as long as it is required to file information with the Commission pursuant to the Securities and Exchange Act of 1934 (the “Exchange Act”), file with the Trustee, within 15 days after we are required to file with the Commission, copies of the annual report and of the information, documents and other reports which we are required to file with the Commission pursuant to the Exchange Act;
	•	if we are not required to file information with the Commission pursuant to the Exchange Act, file with the Trustee, within 15 days after we would have been required to file with the Commission, financial statements and a Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what we would have been required to file with the Commission had we been subject to the reporting requirements of the Exchange Act, unless the Commission will not accept such a filing; and
	•	if we are required to furnish annual or quarterly reports to our unitholders pursuant to the Exchange Act, file with the Trustee any annual report or other reports sent to unitholders generally.

	Merger, Consolidation or Sale of Assets

	•	the entity surviving any such consolidation or merger or to which such assets shall have been transferred (the “successor”) is either us or any Subsidiary Guarantor, as applicable, or the successor is a domestic partnership, limited liability company or corporation and expressly assumes all of our or any Subsidiary Guarantor’s, as the case may be, obligations and liabilities under the Indenture and the debt securities (in the case of us) and any guarantee (in the case of any Subsidiary Guarantor);
	•	immediately after giving effect to the transaction, no Event of Default (as defined below) has occurred and is continuing; and
	•	we and any Subsidiary Guarantor, as applicable, have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer complies with the Indenture.

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	Events of Default

	•	default in any payment of interest on any debt securities of that series when due that continues for 30 days;
	•	default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon redemption, upon required repurchase or otherwise;
	•	default in the payment of any sinking fund payment on any debt securities of that series when due;
	•	failure by us or, if the series of debt securities is guaranteed by any Subsidiary Guarantor, by such Subsidiary Guarantor, to comply for 60 days after notice with the other agreements contained in the Indenture, any supplement to the Indenture or any board resolution authorizing the issuance of that series;
	•	certain events of bankruptcy, insolvency or reorganization of us or, if the series of debt securities is guaranteed by any Subsidiary Guarantor, of any such Subsidiary Guarantor that is a Significant Subsidiary Guarantor (as defined below) or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary Guarantor; or
	•	if the series of debt securities is guaranteed by any Subsidiary Guarantor:

	•	any of the guarantees ceases to be in full force and effect, except as otherwise provided in the Indenture;
	•	any of the guarantees is declared null and void in a judicial proceeding; or
	•	any Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its guarantee.

	Exercise of Remedies

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	•	rescinding the declaration of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and
	•	all existing Events of Default have been cured or waived, other than the nonpayment of principal, premium or interest on the debt securities of that series that have become due solely by the declaration of acceleration.

	•	such holder has previously given the Trustee notice that an Event of Default with respect to that series is continuing;
	•	holders of at least 25% in principal amount of the outstanding debt securities of that series have requested that the Trustee pursue the remedy;
	•	such holders have offered the Trustee reasonable indemnity or security against any cost, liability or expense;
	•	the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of indemnity or security; and
	•	the holders of a majority in principal amount of the outstanding debt securities of that series have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

	•	conflicts with law;
	•	is inconsistent with any provision of the Indenture;
	•	the Trustee determines is unduly prejudicial to the rights of any other holder;
	•	would involve the Trustee in personal liability.

	Notice of an Event of Default

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	•	cure any ambiguity, omission, defect or inconsistency;
	•	convey, transfer, assign, mortgage or pledge any property to or with the Trustee;
	•	provide for the assumption by a successor of our obligations under the Indenture;
	•	add any Subsidiary Guarantor with respect to the debt securities;
	•	release Holly Energy Finance as an issuer under the Indenture under certain circumstances;
	•	change or eliminate any restriction on the payment of principal of, or premium, if any, on, any debt securities;
	•	secure the debt securities;
	•	add covenants for the benefit of the holders or surrender any right or power conferred upon us or any Subsidiary Guarantor;
	•	make any change that does not adversely affect the rights of any holder;
	•	add or appoint a successor or separate Trustee;
	•	comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939;
	•	conform the text of the Indenture or any guarantee to any provision of the Description of Debt Securities in this prospectus or any prospectus supplement, to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or the guarantee;
	•	provide for the issuance of additional debt securities in accordance with the limitations set forth in the Indenture as of the date of the Indenture; or
	•	establish the form or terms of debt securities of any series to be issued under the Indenture.

	•	reduce the percentage in principal amount of debt securities of any series whose holders must consent to an amendment;
	•	reduce the rate of or extend the time for payment of interest on any debt securities;
	•	reduce the principal of or extend the stated maturity of any debt securities;
	•	reduce the premium payable upon the redemption of any debt securities or change the time at which any debt securities may or shall be redeemed;
	•	make any debt securities payable in other than U.S. dollars;
	•	impair the right of any holder to receive payment of premium, principal or interest with respect to such holder’s debt securities on or after the applicable due date;

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	•	impair the right of any holder to institute suit for the enforcement of any payment with respect to such holder’s debt securities;
	•	release any security that has been granted in respect of the debt securities, other than in accordance with the Indenture;
	•	make any change in the amendment provisions which require each holder’s consent;
	•	make any change in the waiver provisions; or
	•	release any Subsidiary Guarantor or modify the guarantee of any Subsidiary Guarantor in any manner adverse to the holders.

	•	compliance by us or a Subsidiary Guarantor with certain restrictive provisions of the Indenture; and
	•	any past default or Event of Default under the Indenture, subject to certain rights of the Trustee under the Indenture;
	•	except that such majority of holders may not waive a default:

	•	in the payment of principal, premium or interest; or
	•	in respect of a provision that under the Indenture cannot be amended without the consent of all holders of the series of debt securities that is affected.

	•	relating to the defeasance trust;
	•	to register the transfer or exchange of the debt securities;
	•	to replace mutilated, destroyed, lost or stolen debt securities; or
	•	to maintain a registrar and paying agent in respect of the debt securities.

	•	covenants applicable to a series of debt securities, including any covenant that is added specifically for such series and is described in a prospectus supplement;
	•	the bankruptcy provisions with respect to any Significant Subsidiary Guarantor or group of Subsidiary Guarantors that, taken together, constitute a Significant Subsidiary Guarantor; and
	•	the guarantee provision described under “— Events of Default, Remedies and Notices — Events of Default” above with respect to a series of debt securities, if applicable, and any Events of Default that is added specifically for such series and described in a prospectus supplement.

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	•	irrevocably deposit in trust with the Trustee money or certain U.S. government obligations for the payment of principal, premium, if any, and interest on the series of debt securities to redemption or maturity, as the case may be;
	•	comply with certain other conditions, including that no default has occurred and is continuing after the deposit in trust; and
	•	deliver to the Trustee of an opinion of counsel to the effect that holders of the series of debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law.

	•	deliver all outstanding debt securities of such series to the Trustee for cancellation; or
	•	all such debt securities not so delivered for cancellation have either become due and payable or will become due and payable at their stated maturity within one year or are called for redemption within one year, and in the case of this bullet point, we have deposited with the Trustee in trust an amount of cash sufficient to pay the entire indebtedness of such debt securities, including interest to the stated maturity or applicable redemption date.

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	•	upon a liquidation or dissolution of us or, if applicable to any series of outstanding debt securities, the Subsidiary Guarantors; or
	•	in a bankruptcy, receivership or similar proceeding relating to us or, if applicable to any series of outstanding debt securities, to the Subsidiary Guarantors.

	•	make any payments of principal, premium, if any, or interest with respect to subordinated debt securities;
	•	make any deposit for the purpose of defeasance of the subordinated debt securities; or
	•	repurchase, redeem or otherwise retire any subordinated debt securities, except that in the case of subordinated debt securities that provide for a mandatory sinking fund, we may deliver subordinated debt securities to the Trustee in satisfaction of our sinking fund obligation,

	•	the default has been cured or waived and any declaration of acceleration has been rescinded;
	•	the Senior Indebtedness has been paid in full in cash; or
	•	we and the Trustee receive written notice approving the payment from the representatives of each issue of “Designated Senior Indebtedness.”

	•	any specified issue of Senior Indebtedness of at least $100 million; and
	•	any other Senior Indebtedness that we may designate in respect of any series of subordinated debt securities.

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	•	by written notice from the person or persons who gave the Blockage Notice;
	•	by repayment in full in cash of the Designated Senior Indebtedness with respect to which the Blockage Notice was given; or
	•	if the default giving rise to the Payment Blockage Period is no longer continuing.

	•	DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
	•	DTC holds securities that its participants deposit with DTC and facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates.
	•	Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.
	•	DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.
	•	Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.

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	•	The rules applicable to DTC and its direct and indirect participants are on file with the Commission.

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	•	during the subordination period for the subordinated units, (i) the approval of a majority of the common units, excluding those common units held by our general partner and its affiliates, and (ii) the approval of a majority of the subordinated units and Class B subordinated units voting as a single class;
	•	after the end of the subordination period for the subordinated units but prior to the end of the subordination period for the Class B subordinated units, the approval of a majority of the outstanding units; and
	•	after the end of the subordination periods for both our subordinated units and our Class B subordinated units, the approval of a majority of the outstanding units.

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Issuance of additional common units or units of equal rank with the common units during the subordination period		Unit majority, with certain exceptions.
Issuance of units senior to the common units during the subordination period		Unit majority.
Issuance of units junior to the common units during the subordination period		No approval right.
Issuance of additional units after the subordination period		No approval rights.
Amendment of the partnership agreement		Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority.
Merger of our partnership or the sale of all or substantially all of our assets		Unit majority.
Amendment of the partnership agreement of our operating partnership and other action taken by us as a limited partner of the operating partnership		Unit majority if such amendment or other action would adversely affect our limited partners (or any particular class of limited partners) in any material respect.
Dissolution of our partnership		Unit majority.
Reconstitution of our partnership upon dissolution		Unit majority.
Withdrawal of the general partner		Under most circumstances, the approval of a majority of the common units, excluding common units held by the general partner and its affiliates, is required for the withdrawal of the general partner prior to June 30, 2014 in a manner which would cause a dissolution of our partnership.
Removal of the general partner		Not less than 662/3% of the outstanding units, voting as a single class, including units held by our general partner and its affiliates.
Transfer of the general partner interest		Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to such person. The approval of a majority of the common units, excluding common units held by the general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to June 30, 2014.
Transfer of incentive distribution rights		Except for transfers to an affiliate or another person as part of the general partner’s merger or consolidation with or

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		into, or sale of all or substantially all of its assets to such person, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, voting separately as a class, is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to June 30, 2014.
Transfer of ownership interests in the general partner		No approval required at any time.

	•	becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner;
	•	automatically requests admission as a substituted limited partner in our partnership;
	•	agrees to be bound by the terms and conditions of, and executes, our partnership agreement;
	•	represents that such transferee has the capacity, power and authority to enter into the partnership agreement;
	•	grants powers of attorney to officers of our general partner and any liquidator of us as specified in the partnership agreement; and
	•	gives the consents and approvals contained in our partnership agreement.

	•	the right to assign the common unit to a purchaser or other transferee; and
	•	the right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common units.

	•	will not receive cash distributions or federal income tax allocations, unless the common units are held in a nominee or “street name” account and the nominee or broker has executed and delivered a transfer application; and

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	•	may not receive some federal income tax information or reports furnished to record holders of common units.

	•	a current list of the name and last known address of each partner;
	•	a copy of our tax returns;
	•	information as to the amount of cash and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
	•	copies of our partnership agreement, our certificate of limited partnership, amendments to either of them and powers of attorney which have been executed under our partnership agreement;
	•	information regarding the status of our business and financial condition; and
	•	any other information regarding our affairs as is just and reasonable.

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	•	less the amount of cash reserves established by our general partner to:

	•	provide for the proper conduct of our business;
	•	comply with applicable law, any of our debt instruments, or other agreements; or
	•	provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters;

	•	plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.

	•	our cash balance on the closing date of our initial public offering; plus
	•	$10.0 million (as described below); plus
	•	all of our cash receipts after the closing of our initial public offering, excluding cash from borrowings that are not working capital borrowings, sales of equity and debt securities and sales or other dispositions of assets outside the ordinary course of business; plus
	•	working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less
	•	all of our operating expenditures after the closing of our initial public offering, including the repayment of working capital borrowings, but not the repayment of other borrowings, and including maintenance capital expenditures; less
	•	the amount of cash reserves established by our general partner to provide funds for future operating expenditures.

	•	borrowings other than working capital borrowings;
	•	sales of debt and equity securities; and
	•	sales or other disposition of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or as part of normal retirements or replacements of assets.

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	•	distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
	•	the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and
	•	there are no arrearages in payment of the minimum quarterly distribution on the common units.

	•	operating surplus generated with respect to that period; less
	•	any net increase in working capital borrowings with respect to that period; less
	•	any net reduction in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus
	•	any net decrease in working capital borrowings with respect to that period; plus
	•	any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.

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	•	the subordination period for our subordinated units and our Class B subordinated units will end and each subordinated unit and Class B subordinated unit will immediately convert into one common unit;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
	•	the general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.

	•	First, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;
	•	Second, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;
	•	Third, 98% to the subordinated unitholders and the Class B subordinated unitholders, pro rata, and 2% to the general partner, until we distribute for each subordinated unit and Class B subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and
	•	Thereafter, in the manner described in “— Incentive Distribution Rights” below;

	•	First, 98% to all unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and
	•	Thereafter, in the manner described in “— Incentive Distribution Rights” below.

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	•	we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and
	•	we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

	•	First, 98% to all unitholders, pro rata, and 2% to the general partner, until each unitholder receives a total of $0.55 per unit for that quarter (the “first target distribution”);
	•	Second, 85% to all unitholders, pro rata, and 15% to the general partner, until each unitholder receives a total of $0.625 per unit for that quarter (the “second target distribution”);
	•	Third, 75% to all unitholders, pro rata, and 25% to the general partner, until each unitholder receives a total of $0.75 per unit for that quarter (the “third target distribution”); and
	•	Thereafter, 50% to all unitholders, pro rata, and 50% to the general partner.

		Total Quarterly		Marginal Percentage Interest
		Distribution		in Distributions
		Target Amount		Unitholders				General Partner
Minimum Quarterly Distribution		$0.50			98	%			2	%
First Target Distribution		up to $0.55			98	%			2	%
Second Target Distribution		above $0.55 up to $0.625			85	%			15	%
Third Target Distribution		above $0.625 up to $0.75			75	%			25	%
Thereafter		above $0.75			50	%			50	%

	•	First, 98% to all unitholders, pro rata, and 2% to the general partner, until we distribute for each common unit, an amount of available cash from capital surplus equal to the initial public offering price;

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	•	Second, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each common unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and
	•	Thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.

	•	the minimum quarterly distribution;
	•	target distribution levels;
	•	the unrecovered initial unit price;
	•	the number of common units issuable during the subordination period without a unitholder vote; and
	•	the number of common units into which a subordinated unit is convertible.

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	•	First, to the general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances;
	•	Second, 98% to the common unitholders, pro rata, and 2% to the general partner, until the capital account for each common unit is equal to the sum of: (1) the unrecovered initial unit price; (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and (3) any unpaid arrearages in payment of the minimum quarterly distribution;
	•	Third, 98% to the subordinated unitholders, pro rata, and 2% to the general partner until the capital account for each subordinated unit is equal to the sum of: (1) the unrecovered initial unit price; and (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs;
	•	Fourth, 98% to all unitholders, pro rata, and 2% to the general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98% to the unitholders, pro rata, and 2% to the general partner, for each quarter of our existence;
	•	Fifth, 85% to all unitholders, pro rata, and 15% to the general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85% to the unitholders, pro rata, and 15% to the general partner for each quarter of our existence;
	•	Sixth, 75% to all unitholders, pro rata, and 25% to the general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75% to the unitholders, pro rata, and 25% to the general partner for each quarter of our existence; and
	•	Thereafter, 50% to all unitholders, pro rata, and 50% to the general partner.

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	•	First, 98% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2% to the general partner, until the capital accounts of the subordinated unitholders have been reduced to zero;
	•	Second, 98% to the holders of common units in proportion to the positive balances in their capital accounts and 2% to the general partner, until the capital accounts of the common unitholders have been reduced to zero; and
	•	Thereafter, 100% to the general partner.

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	•	distributions of our available cash are described under “Cash Distribution Policy;”
	•	allocations of taxable income and other matters are described under “Material Tax Consequences;” and
	•	rights of holders of common units are described under “Description of Our Common Units.”

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	•	upon conversion of the subordinated units;
	•	under employee benefit plans;
	•	upon conversion of the general partner interest and incentive distribution rights as a result of a withdrawal or removal of the general partner;
	•	in connection with the conversion of units of equal rank with the common units into common units under certain circumstances;
	•	in the event of a combination or subdivision of common units;
	•	in connection with an acquisition or a capital improvement that increases cash flow from operations per unit on an estimated pro forma basis;
	•	if the proceeds of the issuance are used to repay indebtedness the cost of which to service is greater than the distribution obligations associated with the units issued in connection with the debt’s retirement; or
	•	in connection with the redemption of common units if the net proceeds from the issuance of the new common units are used to redeem an equal number of common units outstanding at the time of such issuance, at a price per unit equal to the net proceeds per newly issued common unit, before expenses.

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	•	the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
	•	the general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of the interests at the time.

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	•	an affiliate of the general partner (other than an individual), or
	•	another entity as part of the merger or consolidation of the general partner with or into another entity or the transfer by the general partner of all or substantially all of its assets to another entity.

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	•	the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
	•	the general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.

	•	our general partner;
	•	the general partner of our general partner;
	•	any departing general partner;
	•	any person who is or was an affiliate of the general partner of our general partner or any departing general partner;
	•	any person who is or was an officer, director, member or partner of any entity described in the first four bullet-points above; or
	•	any person designated by the general partner of the general partner.

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	•	approved by the conflicts committee, although our general partner is not obligated to seek such approval;
	•	approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates;
	•	on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
	•	fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.

	Actions taken by our general partner may affect the amount of cash available for distribution to unitholders or accelerate the right to convert subordinated units.

	•	amount and timing of asset purchases and sales;
	•	cash expenditures;
	•	borrowings;

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	•	issuance of additional units; and
	•	the creation, reduction, or increase of reserves in any quarter.

	•	enabling our general partner or its affiliates to receive distributions on any subordinated units held by them or the incentive distribution rights; or
	•	hastening the expiration of the subordination period.

	We do not have any officers or employees and rely solely on officers and employees of Holly Logistic Services, L.L.C. and its affiliates.

	We will reimburse the general partner and its affiliates for expenses.

	Our general partner intends to limit its liability regarding our obligations.

	Common unitholders will have no right to enforce obligations of our general partner and its affiliates under agreements with us.

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	Contracts between us, on the one hand, and our general partner and its affiliates, on the other, will not be the result of arm’s-length negotiations.

	Common units are subject to our general partner’s limited call right.

	We may not choose to retain separate counsel for ourselves or for the holders of common units.

	Our general partner’s affiliates may compete with us.

	Fiduciary Duties

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State law fiduciary duty standards		Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care, in the absence of a provision in a partnership agreement providing otherwise, would generally require a general partner to act for the partnership in the same manner as a prudent person would act on his own behalf. The duty of loyalty, in the absence of a provision in a partnership agreement providing otherwise, would generally prohibit a general partner of a Delaware limited partnership from taking any action or engaging in any transaction where a conflict of interest is present.
		The Delaware Act generally provides that a limited partner may institute legal action on behalf of the partnership to recover damages from a third party where a general partner has refused to institute the action or where an effort to cause a general partner to do so is not likely to succeed. In addition, the statutory or case law of some jurisdictions may permit a limited partner to institute legal action on behalf of himself and all other similarly situated limited partners to recover damages from a general partner for violations of its fiduciary duties to the limited partners.
Partnership agreement modified standards		Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates that might otherwise raise issues as to compliance with fiduciary duties or applicable law. For example, our partnership agreement provides that when our general partner is acting in its capacity as our general partner, as opposed to in its individual capacity, it must act in “good faith” and will not be subject to any other standard under applicable law. In addition, when our general partner is acting in its individual capacity, as opposed to in its capacity as our general partner, it may act without any fiduciary obligation to us or the unitholders whatsoever. These standards reduce the obligations to which the general partner would otherwise be held.
		Our partnership agreement generally provides that affiliated transactions and resolutions of conflicts of interest not involving a vote of unitholders and that are not approved by the conflicts committee of the board of directors of our general partner’s general partner must be:
		• on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

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		• “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).
		If our general partner does not seek approval from the conflicts committee and the board of directors of our general partner’s general partner determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the bullet points above, then the resolution or course of action taken by the general partner will be permitted and deemed approved by the unitholders and will not constitute a breach of its obligations under the partnership agreement or its duties to us or the unitholders. These standards reduce the obligations to which our general partner would otherwise be held.
		In addition to the other more specific provisions limiting the obligations of our general partner, our partnership agreement further provides that our general partner, its general partner and its officers and directors will not be liable for monetary damages to us, our limited partners, or assignees for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the general partner or its officers and directors acted in bad faith or engaged in fraud, willful misconduct or gross negligence.

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	(1) the treatment of a unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read “— Tax Consequences of Unit Ownership — Treatment of Short Sales”);
	(2) whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read “— Disposition of Common Units — Allocations Between Transferors and Transferees”); and
	(3) whether our method for depreciating Section 743 adjustments is sustainable (please read “— Tax Consequences of Unit Ownership — Section 754 Election”).

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	(a) Neither we, the general partner of the operating partnership nor the operating partnership has elected or will elect to be treated as a corporation for federal income tax purposes; and
	(b) For each taxable year, more than 90% of our gross income has been and will be income that Vinson & Elkins L.L.P. has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code.

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	(a) assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners, and
	(b) unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units,

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	•	interest on indebtedness properly allocable to property held for investment;
	•	our interest expense attributed to portfolio income; and
	•	the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

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	•	his relative contributions to us;
	•	the interests of all the partners in profits and losses;
	•	the interest of all the partners in cash flow and other nonliquidating distributions; and
	•	the rights of all the partners to distributions of capital upon liquidation.

	•	any of our income, gain, loss or deduction with respect to those units would not be reportable by the unitholder;
	•	any cash distributions received by the unitholder as to those units would be fully taxable; and
	•	all of these distributions would appear to be ordinary income.

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	•	a short sale;
	•	an offsetting notional principal contract; or
	•	a futures or forward contract with respect to the partnership interest or substantially identical property.

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	(a) the name, address and taxpayer identification number of the beneficial owner and the nominee;
	(b) whether the beneficial owner is

	(1) a person that is not a United States person,
	(2) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or
	(3) a tax-exempt entity;

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	(c) the amount and description of units held, acquired or transferred for the beneficial owner; and
	(d) specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.

	(1) for which there is, or was, “substantial authority,” or
	(2) as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

	•	accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “— Accuracy-related Penalties,”
	•	for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability, and

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	•	in the case of a listed transaction, an extended statute of limitations.

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		Number and
		Percentage of								Number and
		Outstanding								Percentage of
		Common Units								Outstanding
		Beneficially Owned								Common Units
		Prior to				Number of Common				Owned After
		Completion of				Units Offered				Completion of
Name of Selling Unitholder		Offering(1)				Hereunder				Offering(1)
Fiduciary/ Claymore MLP Opportunity Fund			659,450	(2)			600,000				59,450
			8.1%								0.7%
Perry Partners, L.P.(3)			350,000				350,000				-0-
			4.3%
Structured Finance Americas, LLC(4)			100,000	(5)			100,000				-0-
			1.2%
Kayne Anderson MLP Investment Company			141,300	(6)			32,100				109,200
			1.7%								1.3%
Kayne Anderson Energy Total Return Fund, Inc.			64,600	(6)			17,900				46,700
			0.8%								0.6%
Holly Corporation			70,000				70,000				-0-
			0.9%

(1)	Percentage ownership is based on 8,170,000 common units outstanding on October 13, 2005.
(2)	Does not include 302,070 common units owned by Fiduciary Asset Management, LLC, an affiliate of Fiduciary/ Claymore MLP Opportunity Fund, and its affiliates.
(3)	The general partner of Perry Partners, L.P. is Perry Corp., of which Richard C. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to the common units held by Perry Partners, L.P. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such common units, except to the extent of his or its pecuniary interest therein, if any, and this prospectus shall not be deemed an admission that either Mr. Perry or

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	Perry Corp. is the beneficial owner of the common units for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
(4)	This selling unitholder identified itself to us as an affiliate of a broker-dealer, and represented to us that (a) the common units shown above as being offered by such selling unitholder were purchased by such selling unitholder in the ordinary course of business, and (b) at the time of such purchase, such selling unitholder had no arrangements or understandings, directly or indirectly, with any person to distribute such common units.
(5)	Does not include 2,200 common units owned by Deutsche Bank AG, an affiliate of Structured Finance Americas, LLC, and its affiliates. Deutsche Bank AG is the ultimate parent of Structured Finance Americas, LLC and thus may be deemed to have voting and dispositive power with respect to the common units held by Structured Finance Americas, LLC.
(6)	Does not include 440,100 common units owned by Kayne Anderson Capital Advisors, L.P., an affiliate of Kayne Anderson MLP Investment Company and Kayne Anderson Energy Total Return Fund, Inc.

	•	the name of the selling unitholders;
	•	the nature of the position, office or other material relationship which the selling unitholders will have had within the prior three years with us or any of our affiliates;
	•	the number of common units owned by the selling unitholders prior to the offering;
	•	the number of common units to be offered for the selling unitholders’ account; and
	•	the number and (if one percent or more) the percentage of common units to be owned by the selling unitholders after the completion of the offering.

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	•	a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	•	purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
	•	exchange distributions and/or secondary distributions;
	•	underwritten transactions;
	•	ordinary brokerage transactions and transactions in which the broker solicits purchasers; and
	•	direct sales or privately negotiated transactions.

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	•	the Annual Report on Form 10-K of Holly Energy Partners, L.P. for the year ended December 31, 2004, as filed with the Commission on February 24, 2005;
	•	the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended March 31, 2005, as filed with the Commission on May 5, 2005;
	•	the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended June 30, 2005, as filed with the Commission on August 4, 2005;
	•	the Current Reports on Form 8-K of Holly Energy Partners, L.P., as filed with the Commission on March 4, 2005, June 15, 2005, June 30, 2005, July 8, 2005, July 12, 2005, July 27, 2005 and August 8, 2005; and
	•	the description of our common units contained in our registration statement on Form 8-A, as filed with the Commission on June 21, 2004, and any subsequent amendment thereto filed for the purpose of updating such description.

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Item 14.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee			$	99,907
Legal fees and expenses				125,000
Accounting fees and expenses				25,000
Printing and engraving expenses				10,000
Miscellaneous				5,093
	Total		$	265,000

Item 15.	Indemnification of Directors and Officers

	•	the general partner;
	•	any departing general partner;
	•	any person who is or was an affiliate of the general partner of our general partner or any departing general partner;
	•	any person who is or was a member, partner, officer, director, employee, agent, or trustee of any entity described above; or
	•	any person designated by the general partner of our general partner.

Item 16.	Exhibits and Financial Statement Schedules

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Item 17.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	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/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Chairman of the Board and Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		October 21, 2005
*   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		October 21, 2005

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Signature				Title		Date
*   William P. Stengel				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*By:		/s/ Matthew P. Clifton   Matthew P. Clifton as Attorney-in-Fact

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	HOLLY ENERGY FINANCE CORP.

	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Director, President and Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Director, President & Chief Executive Officer (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Director, Vice President & Chief Financial Officer (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President & Chief Accounting Officer (Principal Accounting Officer)		October 21, 2005

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	HEP LOGISTICS GP, L.L.C.

	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Chairman of the Board and Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		October 21, 2005
*   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		October 21, 2005

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Signature				Title		Date
*   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   William P. Stengel				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*By:		/s/ Matthew P. Clifton   Matthew P. Clifton as Attorney-in-Fact

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	HOLLY ENERGY PARTNERS — OPERATING, L.P.

	By:	HEP Logistics GP, L.L.C., its general partner
	By:	Holly Energy Partners, L.P., its sole partner
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Chairman of the Board and

	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		October 21, 2005
*   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		October 21, 2005

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Signature				Title		Date
*   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   William P. Stengel				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*By:		/s/ Matthew P. Clifton   Matthew P. Clifton as Attorney-in-Fact

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	HEP PIPELINE GP, L.L.C.
	HEP REFINING GP, L.L.C
	HEP MOUNTAIN HOME, L.L.C.
	HEP PIPELINE, L.L.C.
	HEP REFINING, L.L.C.
	HEP WOODS CROSS, L.L.C.

	By:	Holly Energy Partners — Operating, L.P., its sole member
	By:	HEP Logistics GP, L.L.C., its general partner
	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C.., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Chairman of the Board and

	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		October 21, 2005

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Signature				Title		Date
*   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   William P. Stengel				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*By:		/s/ Matthew P. Clifton   Matthew P. Clifton as Attorney-in-Fact

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	HEP NAVAJO SOUTHERN, L.P.
	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP
	HEP FIN-TEX/ TRUST-RIVER, L.P.

	By:	HEP Pipeline GP, L.L.C., its general partner
	By:	Holly Energy Partners — Operating, L.P., its sole member
	By:	HEP Logistics GP, L.L.C, its general partner
	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Chairman of the Board and

	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		October 21, 2005

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Signature				Title		Date
*   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   William P. Stengel				Director of Holly Logistic Services, L.L.C.		October 21, 2005
* By:		/s/ Matthew P. Clifton   Matthew P. Clifton as Attorney-in-Fact

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	HEP REFINING ASSETS, L.P.

	By:	HEP Refining GP, L.L.C., its general partner
	By:	Holly Energy Partners — Operating, L.P., its sole member
	By:	HEP Logistics GP, L.L.C, its general partner
	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton

	Title:	Chairman of the Board and and Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		October 21, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		October 21, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		October 21, 2005
*   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		October 21, 2005

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Signature				Title		Date
*   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		October 21, 2005
*   William P. Stengel				Director of Holly Logistic Services, L.L.C.		October 21, 2005
* By:		/s/ Matthew P. Clifton   Matthew P. Clifton as Attorney-in-Fact

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Exhibit
Number				Description of Exhibit
	1	.1**		Form of Underwriting Agreement.
	4	.1***		Form of Senior Indenture.
	4	.2***		Form of Subordinated Indenture.
	4	.3		First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended June 30, 2004).
	4	.4		Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated February 28, 2005 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.5		Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated July 6, 2005 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	4	.6		Form of certificate representing common units of Holly Energy Partners, L.P. (incorporated by reference to Exhibit A to Exhibit 3.1 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended June 30, 2004).
	4	.7		Indenture, dated as of February 28, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.8		First Supplemental Indenture, dated March 10, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.5 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended March 31, 2005).
	4	.9		Second Supplemental Indenture, dated April 27, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.6 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended March 31, 2005).
	4	.10		Form of 61/4% Senior Note due 2015 (included as Exhibit A to Indenture filed as Exhibit 4.7 hereto) (incorporated by reference to Exhibit 4.2 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.11		Form of Notation of Guarantee (included as Exhibit E to Indenture filed as Exhibit 4.7 hereto) (incorporated by reference to Exhibit 4.3 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.12		Registration Rights Agreement, dated July 8, 2005, among Holly Energy Partners, L.P. and the Purchasers named therein (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	5	.1***		Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered.
	8	.1***		Opinion of Vinson & Elkins L.L.P. regarding tax matters.
	12	.1		Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. as filed with the Commission on August 4, 2005).
	23	.1*		Consent of Ernst & Young LLP.
	23	.2***		Consent of Vinson & Elkins L.L.P.
	24	.1***		Power of Attorney.
	25	.1****		Form T-1 Statement of Eligibility respecting the Senior Indenture.
	25	.2****		Form T-1 Statement of Eligibility respecting the Subordinated Indenture.

	*	Filed herewith.

	**	To be filed either by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference in this registration statement.

	***	Filed on September 2, 2005.

****	To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.