HFC HollyFrontier Corporation

Exchange Offers and Consent Solicitations

On April 27, 2022 (the “Settlement Date”), HF Sinclair Corporation (“HF Sinclair”) announced the completion of the previously announced (i) offers to exchange (collectively, the “Exchange Offers”) any and all outstanding HFC Notes (as defined below) issued by HollyFrontier Corporation (“HFC”) for the 2.625% Senior Notes due 2023, the 5.875% Senior Notes due 2026 and the 4.500% Senior Notes due 2030 to be issued by HF Sinclair and cash and (ii) solicitations of consents (collectively, the “Consent Solicitations”) to adopt the Proposed Amendments (as defined below) in the related indenture and supplemental indentures governing the HFC Notes (collectively, the “HFC Indenture”), commenced by HF Sinclair, on March 24, 2022.

Pursuant to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of the HFC Notes set forth below were tendered and subsequently accepted or not tendered and accepted in connection with the Exchange Offers and Consent Solicitations as designated by the applicable column heading. The HFC Notes not tendered and accepted will not be cancelled in connection with the Exchange Offers and Consent Solicitations and will remain outstanding, as amended, as described below.

HFC’s Third Supplemental Indenture

Prior to settlement of the Exchange Offers and Consent Solicitations and upon receipt of the requisite consents to adopt the Proposed Amendments with respect to each series of HFC Notes, HFC entered into the Third Supplemental Indenture (the “HFC Third Supplemental Indenture”), dated as of April 8, 2022, among HFC and Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association (the “HFC Trustee”), with respect to the HFC Notes issued under that certain Indenture dated March 22, 2016, among HFC and the HFC Trustee (as supplemented), relating to HFC’s 2.625% Senior Notes due 2023 (the “HFC 2023 Notes”), 5.875% Senior Notes Due 2026 (the “HFC 2026 Notes”) and 4.500% Senior Notes due 2030 (the “HFC 2030 Notes” and, together with the HFC 2023 Notes and the HFC 2026 Notes, the “HFC Notes”).

The HFC Third Supplemental Indenture became operative upon the Settlement Date and amended the HFC Indenture to, among other things, eliminate from the HFC Indenture (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the U.S. Securities and Exchange Commission reporting covenant and (iv) with respect to the HFC 2023 Notes and the HFC 2030 Notes only, the offer to purchase HFC 2023 Notes and HFC 2030 Notes upon certain change of control triggering events (collectively, the “Proposed Amendments”).

The above description of the HFC Third Supplemental Indenture is qualified in its entirety by reference to the full text of the HFC Third Supplemental Indenture, a copy of which is included as Exhibit 4.1 to HFC’s Current Report on Form 8-K filed on April 8, 2022 and incorporated into this Item 1.01 by reference.

Terminated HFC Credit Agreement

As a condition to HF Sinclair entering into that certain Senior Unsecured Multi-Year Revolving Credit Agreement, dated as of April 27, 2022 (the “Credit Agreement”), HFC terminated that certain Senior Unsecured 5-Year Revolving Credit Agreement, dated as of July 1, 2014, by and among HFC, as borrower, MUFG Bank, Ltd., as administrative agent, and each of the financial institutions party thereto from time to time as lenders (as amended, restated, supplemented or otherwise modified, the “Terminated HFC Credit Agreement”). The maximum amount available to HFC under the Terminated HFC Credit Agreement was $1,350,000,000 and the Terminated HFC Credit Agreement would have matured on April 30, 2026. HFC did not pay any prepayment penalties in connection with the termination of the Terminated HFC Credit Agreement and all outstanding letters of credit under the Terminated HFC Credit Agreement were deemed to be reissued under the Credit Agreement upon the termination of the Terminated HFC Credit Agreement.