8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 28, 2020

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-03876	75-1056913
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2828 N. Harwood, Suite 1300, Dallas, Texas	75201
(Address of Principal Executive Offices)	(Zip Code)

(214) 871-3555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HFC	NYSE

Indicate by check mark whether the registrant is an emerging growth Corporation as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth Corporation  ☐

If an emerging growth Corporation, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2020, HollyFrontier Corporation (the “Corporation”) completed a public offering of $350 million in aggregate principal amount of 2.625% Senior Notes due 2023 (the “2023 Notes”) and $400 million in aggregate principal amount of 4.500% Senior Notes due 2030 (the “2030 Notes,” and together with the 2023 Notes, the “Notes”). The offering of the Notes was registered under the Securities Act of 1933 pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-228429) of the Corporation, filed with the Securities and Exchange Commission (the “Commission”) on November 16, 2018 (the “Registration Statement”), and made pursuant to the prospectus dated November 16, 2018, as supplemented by the prospectus supplement dated September 14, 2020, filed with the Commission.

The Company issued the Notes pursuant to an indenture, dated March 22, 2016 (the “Base Indenture”), between the Corporation and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented with respect to the Notes by a second supplemental indenture, dated September 28, 2020 (the “Second Supplemental Indenture”), between the Corporation and the Trustee. The Base Indenture, the Second Supplemental Indenture, the Form of 2023 Notes and the Form of 2030 Notes are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 respectively hereto, and the terms and conditions thereof are incorporated herein by reference. A legal opinion related to the offering of the Notes is filed herewith as Exhibit 5.1 and incorporated into the Registration Statement.

Item 8.01 Other Events.

On September 14, 2020, the Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as representatives of the underwriters named in Schedule I thereto, related to the offering of the Notes. The Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated September 14, 2020 by and among HollyFrontier Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as representatives of the several underwriters listed in Schedule I thereto.
4.1	Indenture, dated as of March 22, 2016, between HollyFrontier Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed on March 22, 2016, File No. 001-03876).
4.2	Second Supplemental Indenture, dated as of September 28, 2020, between HollyFrontier Corporation and Wells Fargo Bank, National Association.
4.3	Form of 2023 Notes (included in Exhibit 4.2 hereto).
4.4	Form of 2030 Notes (included in Exhibit 4.2 hereto).
5.1	Opinion of Vinson & Elkins L.L.P.
23.1	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).
104	Cover Page Interactive Data File (embedded within the Inline XBRL documents).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLYFRONTIER CORPORATION
By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	Executive Vice President and Chief Financial Officer

Dated: September 28, 2020

EX-1.1

Exhibit 1.1

HollyFrontier Corporation

$350,000,000 2.625% Senior Notes due 2023

$400,000,000 4.500% Senior Notes due 2030

UNDERWRITING AGREEMENT

September 14, 2020

BofA Securities, Inc.

Citigroup Global Markets Inc.

MUFG Securities Americas Inc.

TD Securities (USA) LLC

as Representatives of the several underwriters listed in Schedule I hereto

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

MUFG Securities Americas Inc.

1221 Avenue of the Americas, 6th Floor

New York, New York 10020

TD Securities (USA) LLC

31 West 52nd Street, 2nd Floor

New York, New York 10019

Ladies and Gentlemen:

HollyFrontier Corporation, a Delaware corporation (the “Company”), agrees with you as follows:

1.    Issuance of Securities. The Company proposes to issue and sell to BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC (the “Representatives”) and the other underwriters listed on Schedule I attached hereto (together with the Representatives, the “Underwriters”), for whom you are acting as representatives, $350,000,000 aggregate principal amount of its 2.625% Senior Notes due 2023 (the “2023 Securities”) and $400,000,000 aggregate principal amount of its 4.500% Senior Notes due 2030 (the “2030 Securities” and together with the 2023 Securities, the “Securities”). The Securities will be issued pursuant to the indenture dated March 22, 2016 (the “Base Indenture”), as supplemented and amended by a first supplemental indenture dated March 22, 2016 (the “First Supplemental Indenture”) and a second supplemental indenture to

- 1 -

be dated September 28, 2020 (the “Second Supplemental Indenture,” when taken together with the Base Indenture and the First Supplemental Indenture, as so supplemented and amended, are collectively the “Indenture”), each by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms used in this underwriting agreement (this “Agreement”) are defined in Section 13 hereof.

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has prepared and previously filed with the Securities and Exchange Commission (the “Commission”) a preliminary prospectus supplement dated September 14, 2020 relating to the Securities and a related prospectus dated November 16, 2018 (the “Base Prospectus”). Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated September 14, 2020 (the “Prospectus Supplement”). The filing of any preliminary prospectus by the Company with the Commission was, and the filing of the Prospectus Supplement and the Base Prospectus by the Company with the Commission will be, in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and otherwise) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the Offering (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are herein called, collectively, the “Prospectus.”

This Agreement, the Securities and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

2.    Agreements to Sell and Purchase. On the basis of the representations, warranties and covenants contained in this Agreement, the Company agrees to issue and sell to the Underwriters, and on the basis of the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions contained in this Agreement, each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate principal amount of each series of Securities set forth opposite its name on Schedule I attached hereto. The purchase price for the 2023 Securities shall be 99.294% of their principal amount, plus accrued interest, if any, from September 28, 2020 to the Closing Date (as defined below). The purchase price for the 2030 Securities shall be 99.174% of their principal amount, plus accrued interest, if any, from September 28, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein.

3.    Delivery and Payment. Delivery of, and payment of the purchase price for, the Securities shall be made at 10:00 a.m., New York time, on September 28, 2020, unless

- 2 -

postponed in accordance with the provisions of Section 11(e) hereof (such date and time, the “Closing Date”), at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022. The Closing Date and the location of delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company.

The Securities shall be delivered by the Company to the Underwriters (or as the Underwriters direct) through the facilities of The Depository Trust Company (“DTC”) against payment by the Underwriters of the purchase price therefor by means of wire transfer of immediately available funds to such account or accounts specified by the Company in accordance with Section 8(h) on or prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. It is understood that each Underwriter has authorized the Representatives for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. BofA Securities, Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Securities shall be evidenced by one or more certificates in global form registered in the name of Cede & Co., as nominee of DTC, and having an aggregate principal amount corresponding to the aggregate principal amount of the Securities.

4.    Agreements of the Company. The Company covenants and agrees with the Underwriters as follows:

(a)    The Company, subject to Section 4(b) hereof, will comply with the requirements of Rule 430B with respect to the Prospectus and Rule 433 with respect to any Issuer Free Writing Prospectus, and will notify the Representatives immediately, and confirm the notice in writing, (i) when the Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration

- 3 -

Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the Offering. The Company will make every reasonable effort to prevent the issuance of any stop order and the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1993 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

(b)    From the Applicable Time through the Closing Date (or, if later, through the end of the period (the “Prospectus Delivery Period”) during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)), the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement, any Issuer Free Writing Prospectus or any amendment, supplement or revision to any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the 1933 Act or otherwise, and the Company will furnish the Representatives with electronic copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time through the Closing Date (or, if later, through the end of the Prospectus Delivery Period) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c)    The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, electronic copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and electronic copies of all consents and certificates of experts. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)    The Company has delivered to each Underwriter, without charge, electronic copies of each preliminary prospectus and any amendments or supplements thereto, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without

- 4 -

charge, during the Prospectus Delivery Period to be delivered by applicable law (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), electronic copies of the Pre-Pricing Prospectus and any Issuer Free Writing Prospectus, and such number of printed copies of the Prospectus, and any amendments or supplements to any of the foregoing, as such Underwriter may reasonably request. Each preliminary prospectus, the Prospectus, each Issuer Free Writing Prospectus and any amendments or supplements to any of the foregoing furnished to the Underwriters were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)    Immediately following the execution of this Agreement, the Company will, subject to Section 4(b) hereof, prepare the Prospectus, which shall contain the public offering price and terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Representatives and the Company may deem appropriate, and will file or transmit for filing with the Commission, in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), the Prospectus.

(f)    The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated by this Agreement, the General Disclosure Package (as defined below) and the Prospectus. If at any time during the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is necessary (or if the Representatives or counsel for the Underwriters shall notify the Company that, in their judgment, it is necessary) to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) so that the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or if it is necessary (or, if the Representatives or counsel for the Underwriters shall notify the Company that, in their judgment, it is necessary) to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement (or, if the Representatives or counsel for the Underwriters shall have notified the Company as aforesaid, the Company will promptly notify the Representatives of its intention to prepare such amendment or supplement) and will promptly prepare and file with the Commission, subject to Section 4(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and, in the case of an amendment or post-effective amendment to the Registration Statement, the Company will use its best efforts to have such amendment declared or become effective as soon as practicable and the Company will furnish to the

- 5 -

Underwriters electronic copies of such amendment or supplement. If at any time an Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or if an event shall occur or condition shall exist as a result of which it is necessary (or if the Representatives or counsel for the Underwriters shall notify the Company that, in their judgment, it is necessary) to amend or supplement such Issuer Free Writing Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary (or, if the Representatives or counsel for the Underwriters shall notify the Company that, in their judgment, it is necessary) to amend or supplement such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement (or, if the Representatives or counsel for the Underwriters shall have notified the Company as aforesaid, the Company will promptly notify the Representatives of its intention to prepare such amendment or supplement) and will promptly prepare and, if required by the 1933 Act or the 1933 Act Regulations, file with the Commission, subject to Section 4(b) hereof, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Company will furnish to the Underwriters electronic copies of such amendment or supplement.

(g)    The Company will qualify or register the Securities for offering and sale, or obtain an exemption for the Securities to be offered and sold, under the securities laws of such jurisdictions as the Underwriters may request and to continue such qualification or exemption in effect so long as required for the distribution of the Securities. Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to execute a general consent to service of process in any such jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(h)    The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(i)    Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay (in addition to any amounts that may be payable pursuant to Section 11(d) hereof) all costs, expenses, fees and disbursements (including fees and disbursements of counsel and accountants for the Company) incurred and stamp, documentary or similar taxes incident to and in connection with: (i) the preparation, filing, printing and distribution of the Registration Statement and any amendments thereto (in each case, including all exhibits), each preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, (ii) all expenses (including travel expenses) of the Company and the Underwriters in connection with any meetings with prospective investors in the Securities (including, without limitation, expenses associated with the production of roadshow slides and

- 6 -

graphics, and the production and hosting of any electronic roadshows), (iii) the preparation, notarization (if necessary) and delivery of the Note Documents and all other agreements, memoranda, correspondence and documents prepared and delivered in connection with this Agreement and with the offering, purchase, issuance, sale or delivery of the Securities, (iv) the issuance and delivery of the Securities by the Company to the Underwriters (including, for the avoidance of doubt, any issue or transfer taxes payable in connection therewith), (v) the qualification, registration or exemption of the Securities for offer and sale under the securities laws of the several states of the United States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final Blue Sky or legal investment memoranda and reasonable fees and disbursements of counsel (including local counsel) to the Underwriters relating thereto), (vi) the inclusion of the Securities in the book-entry system of DTC, (vii) the rating of the Securities by rating agencies, (viii) the fees and expenses of the Trustee and its counsel, (ix) the filing fees incident to, and the fees and disbursements of counsel to the Underwriters in connection with the review, if any, by FINRA, of the terms of the sale of the Securities, and (x) all other costs and expenses incident to the performance of the obligations of the Company under the Note Documents.

(j)    The Company will use the proceeds from the sale of the Securities in the manner described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds.”

(k)    The Company will do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date and satisfy all its conditions precedent to the delivery of the Securities.

(l)    To comply with its obligations under the letter of representations to DTC relating to the approval of the Securities by DTC for “book-entry” transfer and to use its best efforts to obtain approval of the Securities by DTC for “book-entry” transfer.

(m)    Prior to the Closing Date, to furnish without charge to the Underwriters, (i) all reports and other communications (financial or otherwise) that the Company mails or otherwise makes available to its security holders and (ii) such other information as the Underwriters shall reasonably request.

(n)    In connection with the Offering, until the Underwriters have notified the Company of the completion of the distribution of the Securities, the Company will not, and will not permit any of its affiliates (as such term is defined in Rule 501(b) of Regulation D under the 1933 Act) to, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest, for the purpose of creating actual or apparent active trading in, or of raising the price of, the Securities.

(o)    The Company will not, during the period from the date hereof through and including the business day following the Closing Date, without prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any Subsidiary which are substantially similar to the Securities.

- 7 -

(p)    The Company, during the Prospectus Delivery Period, will file all documents required to be filed with the Commission pursuant to the 1934 Act and the 1934 Act Regulations within the time periods required by the 1934 Act and the 1934 Act Regulations.

(q)    The Company will prepare a pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Securities, in substantially the form attached hereto as Exhibit B and otherwise in form and substance satisfactory to the Representatives, and shall file such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business on the business day following the date hereof; provided that the Company shall furnish the Representatives with electronic copies of any such Pricing Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.

5.    Representations and Warranties. (a) The Company represents and warrants to the Underwriters that, as of the date hereof and as of the Closing Date:

(i)    (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of an automatic shelf registration statement. Any written communication that was an offer relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

(ii)    The Company meets the requirements for use of Form S-3 under the 1933 Act and the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no

- 8 -

proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on November 16, 2018.

(iii)    At the respective times that the Registration Statement and any amendments thereto became effective, at each time subsequent to the filing of the Registration Statement that the Company filed an Annual Report on Form 10-K (or any amendment thereto), Quarterly Reports on Form 10-Q (or any amendment thereto) and current reports on Form 8-K (or any amendment thereto) with the Commission, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Date, the Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date, and at any time during the Prospectus Delivery Period, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of the Applicable Time and as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet, any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of any material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the Offering, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations.

The representations and warranties in the preceding paragraphs of this Section 5(a)(iii) do not apply to statements in or omissions from the Registration Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information furnished to the Company by any Underwriter

- 9 -

through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 9 hereof, or the Form T-1 by the Trustee.

At the respective times that the Registration Statement or any amendment to any of the foregoing were filed, as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the Offering.

The copies of the Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the Offering (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

The Company has made available a “bona fide electronic road show” (as defined in Rule 433(h)) in compliance with Rule 433(d)(8)(ii) such that no filing with the Commission of any “road show” (as defined in Rule 433(h)) is required in connection with the Offering.

Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

(iv)    The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the respective times when they became or hereafter become effective or at the respective times they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances when they were made, not misleading.

- 10 -

(v)    As of September 10, 2020, the authorized capital stock of the Company consisted of 320,000,000 shares of common stock and 5,000,000 shares of preferred stock, of which 162,015,455 shares of common stock were issued and outstanding and no shares of preferred stock were outstanding. Attached as Schedule II is a true and complete list of each Subsidiary, its jurisdiction of organization, name of its equityholder(s) and percentage held by each equityholder. All of the issued and outstanding equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable, were not issued in violation of any preemptive or similar right and, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, are owned, directly or indirectly through Subsidiaries, by the Company free and clear of all liens (other than transfer restrictions imposed by the 1933 Act, or the securities or Blue Sky laws of certain jurisdictions). Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any equity interests of the Company or any of the Subsidiaries. No holder of any securities of the Company or any of the Subsidiaries is entitled to have such securities (other than the Securities) registered under any registration statement or included in the Offering.

(vi)    Each of the Company and each Subsidiary (A) is a corporation, limited liability company, partnership or other entity duly organized and validly existing under the laws of the jurisdiction of its organization; (B) has all requisite corporate or other power and authority necessary to own its property and carry on its business as now being conducted and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it or its ownership of property makes such qualification necessary, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus except where the failure to be so qualified and be in good standing, individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. A “Material Adverse Effect” means (x) a material adverse effect on the business, condition (financial or otherwise), results of operations or properties of the Company and its subsidiaries, taken as a whole or (y) a material adverse effect on the ability to consummate the Offering.

(vii)    The Company has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under the Note Documents to which it is a party and to consummate the transactions contemplated hereby, and, without limitation, the Company has all requisite corporate power and authority to issue, sell and deliver and perform its obligations under the Securities.

(viii)    This Agreement has been duly and validly authorized, executed and delivered by the Company.

(ix)    Each of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture has been, or will be on the Closing Date, duly and validly authorized, executed and delivered by the Company, and (assuming the due authorization, execution and delivery of both the Base Indenture, the First Supplemental

- 11 -

Indenture and the Second Supplemental Indenture by the Trustee), the Indenture is a legally binding and valid obligation of the Company, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy Exceptions”); and the Indenture has been duly qualified under the 1939 Act and the Trustee has filed a Form T-1 as an exhibit to the Registration Statement. The Indenture conforms in all material respects to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus.

(x)    The Securities have been duly and validly authorized for issuance and sale to the Underwriters by the Company, and when issued by the Company, authenticated by the Trustee and delivered against payment therefor by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Securities will be legally binding and valid obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Bankruptcy Exceptions. The Securities, when issued, authenticated and delivered, will conform in all material respects to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus.

(xi)    Neither the Company nor any Subsidiary is in (A) violation of its certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents, (B) violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to it or of any decree of any court or governmental agency or body having jurisdiction over it (“Governmental Authority”) or (C) breach, default (or an event which, with notice or lapse of time or both, would constitute such default) or violation in performance of any obligation, agreement, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties may be bound (collectively, the “Agreements and Instruments”), which breach, default or violation, in the case of clauses (B) or (C), would, if continued, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no third party to any indenture, mortgage, deed of trust, loan agreement or other agreement to which any of the Company or any Subsidiary is a party or by which any of them is bound or to which any of their properties is subject, is in default under any such agreement, which breach, default or violation would, if continued, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xii)    The execution, delivery and performance of the Note Documents and consummation of the Offering does not and will not (A) violate the certificate of limited partnership, agreement of limited partnership, certificate of formation, limited liability company agreement, certificate or articles of incorporation, or bylaws of the Company or any Subsidiary, (B) conflict with or constitute a breach of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), any indenture,

- 12 -

mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or any of their respective properties may be bound, (C) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to the Company or any Subsidiary or any of their properties in a proceeding to which any of them or their property is a party or (D) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary, which conflicts, breaches, violations or defaults, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xiii)    No consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body is required for the offering, issuance and sale by the Company of the Securities, the execution, delivery and performance of this Agreement and the Note Documents by the Company, or the consummation by the Company of the transactions contemplated hereby and thereby, except for (i) such consents, approvals, authorizations, orders, registrations, filings or qualifications as are required (a) under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or the 1939 Act and have been obtained or made (except for the filing of the Prospectus and the Pricing Term Sheet pursuant to Rules 424(b) and 433, respectively), and (b) state securities or “Blue Sky” laws, and (ii) such consents which, if not obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xiv)    The public accountants whose report is included in the Registration Statement, the General Disclosure Package and the Prospectus are independent within the meaning of the 1933 Act. The historical financial statements (including the notes thereto) included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations, cash flows and changes in stockholder’s equity of the entities to which they relate at the respective dates and for the respective periods indicated. All such financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods presented (except as disclosed therein) and in compliance with Regulation S-X (“Regulation S-X”) under the 1934 Act, except that the interim financial statements do not include full footnote disclosure. All “non-GAAP financial measures” (as such term is de-fined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-K of the Commission, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(xv)    Since the date as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise set forth or contemplated in the Registration Statement, the General Disclosure Package and

- 13 -

the Prospectus, (A) neither the Company or any Subsidiary has (1) incurred any liabilities or obligations, direct or contingent, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (B) there has not been any event or development in respect of the business or condition (financial or otherwise) of the Company or any Subsidiary that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (C) there has been no dividend or distribution of any kind declared, but not yet paid by the Company on any of its equity interests and (D) there has not been any change in the long-term debt of the Company or any Subsidiary.

(xvi)    No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

(xvii)    Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any Subsidiary is a party or of which any property of the Company or any Subsidiary is the subject which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and, to the best of the Company’s knowledge, no such proceedings are threatened.

(xviii)    No labor dispute with the employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is imminent that is reasonably likely to result in a Material Adverse Effect.

(xix)    Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, or as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries (i) are conducting and have conducted their businesses, operations and facilities in compliance with any and all applicable foreign, federal, state and local statutes, laws, rules, regulations, ordinances, codes, policies, and rules of common law, and any enforceable administrative or judicial interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the pollution or protection of human health and safety or the environment (including, without limitation, ambient air, surface water, groundwater, land surface, or subsurface strata) or imposing liability or standards of conduct related thereto, including, without limitation, laws and regulations related to the emission, discharge, release or threatened release, generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of, or exposure to, any Hazardous Material (as hereinafter defined) (“Environmental Laws”), (ii) have received, and maintain in full force and effect, all Permits (as hereinafter defined) required under applicable Environmental Laws to conduct their respective businesses and operations in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus, (iii) are in compliance with the terms and conditions of any such Permits, (iv) do not have any liability in connection with either noncompliance with

- 14 -

Environmental Laws or Permits or with the release into the environment of, or exposure to, any Hazardous Materials, (v) have not received any notice from a governmental authority or any other third party alleging any violation of, or liability pursuant to, Environmental Laws (including, without limitation, liability as a “potentially responsible party” and/or for costs of investigating or remediating sites containing Hazardous Materials and/or for damages to natural resources) and (vi) are not subject to any pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, or other legal proceeding under any Environmental Laws, and are not aware of any events or circumstances that would reasonably be expected to form the basis of any such legal proceeding. The term “Hazardous Material” means pollutants, contaminants or hazardous, dangerous or toxic substances, materials, constituents or wastes or petroleum, petroleum products and their breakdown constituents, asbestos-containing materials, urea formaldehyde insulation, mold, or any other material or substance regulated under Environmental Laws.

(xx)    As of the Closing Date, the Company and each of its subsidiaries have such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authority (“Permits”) as are necessary to own its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus and except for such Permits which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and as of the Closing Date, the Company and each of its subsidiaries will have fulfilled and performed all its material obligations with respect to such Permits which are due to have been fulfilled and performed by such date and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such Permit, except for such revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, subject in each case to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

(xxi)    Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, as of the Closing Date, the Company and its subsidiaries, as the case may be, will have good and indefeasible title to all real property (save and except “rights-of-way” or other consents, easements, permits or licenses) and good title to all personal property described in the Registration Statement, the General Disclosure Package and the Prospectus as owned by the Company and its subsidiaries, as the case may be, free and clear of all (A) liens and security interests or (B) other claims and other encumbrances (other than liens or security interests) except, in each case, (i) as otherwise described, and subject to the limitations contained, in the Registration Statement, the General Disclosure Package and the Prospectus, (ii) liens for real property taxes, assessments and other governmental charges not delinquent or that are currently being contested in good faith by appropriate proceedings, (iii) mechanics’ and materialman’s liens not filed of record and similar charges not delinquent or that are

- 15 -

filed of record but are being contested in good faith by appropriate proceedings or (iv) such as do not interfere with the use of such properties as they have been used in the past and are proposed to be used in the future as described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that, with respect to any real property and buildings held under lease by the Company and its subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not interfere with the use of the properties of the Company and its subsidiaries, taken as a whole, as they have been used in the past as described in the Registration Statement, the General Disclosure Package and the Prospectus and are proposed to be used in the future as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(xxii)    The Company and each subsidiary owns, possesses or has the right to employ any patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, the “Intellectual Property”) that are material to the conduct of the business of the Company and its subsidiaries taken as a whole as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(xxiii)    The Company and the Subsidiaries have filed (or have obtained extensions with respect to) all material federal, state and foreign income and franchise tax returns required to be filed through the date hereof, which returns are complete and correct in all material respects, and have timely paid all taxes whether or not shown to be due pursuant to such returns, other than those (A) which, if not paid, would not reasonably be expected to have a Material Adverse Effect or (B) which are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles.

(xxiv)    Neither the Company nor any Subsidiary has any liability for, or knowledge of any existing circumstances that could reasonably be expected to result in, any prohibited transaction (within the meaning of Section 406 of ERISA), any failure to meet the minimum funding standard set forth in Sections 412 of the Internal Revenue Code (the “Code”) and 303 of ERISA, whether or not waived, any unpaid minimum required contribution under Sections 302 and 303 of ERISA or Sections 412 and 430 of the Code, or any tax resulting from failure to pay any such minimum required contributions under Section 4971 of the Code, or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to ERISA, to which the Company or any Subsidiary makes or has ever been required to make any contributions or has any liability whether absolute or contingent (the “Plans”). With respect to the Plans, the Company and each Subsidiary is in compliance in all material respects with all applicable provisions of ERISA and the Code and no Plans are currently, or to the Company or any Subsidiary’s knowledge will be, at-risk (within the meaning of Section 303 of ERISA or Section 430 of the Code) or in endangered or critical status (within the meaning of Section 305 of ERISA or Section 432 of the Code).

- 16 -

(xxv)    The Company is not, and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be (i) an “investment company” or a company “controlled by” an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), or (ii) a “public utility company”, “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” thereof, under the Public Utility Holding Company Act of 1935, as amended.

(xxvi)    The statements in the Pre-Pricing Prospectus and the Prospectus under the headings “Certain U.S. Federal Income Tax Considerations” and “Description of Notes” fairly summarize the matters therein described in all material respects.

(xxvii)    Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken any act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transaction, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(xxviii)    The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xxix)    None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate or other person acting on

- 17 -

behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”). The Company will not directly, or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions unless authorized by OFAC or otherwise excepted from Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country unless authorized by OFAC or otherwise excepted from Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past three years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in any dealings or transactions unless authorized by OFAC or otherwise excepted from Sanctions (i) with any person that, at the time of the dealing or transaction, is or was the subject or the target of Sanctions or (ii) with any Sanctioned Country.

(xxx)    The Company and its subsidiaries maintain a system of “internal control over financial reporting” (as such term is defined in Rule 13(a)-15(f) and 15(d)-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting is effective to provide reasonable assurance that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of their financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for their assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s auditors and the audit committee of the board of directors of the Company have been advised of: (X) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (Y) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 18 -

(xxxi)    The Company has established and maintains “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within the Company or any of its subsidiaries; and such disclosure controls and procedures are effective at the reasonable assurance level to perform the functions for which they were established subject to the limitations of any such control system.

(xxxii)    Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the 1933 Act) has, directly or through any person acting on its or their behalf (other than any Underwriter, as to which no representation is made), taken, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xxxiii)    Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in each of the Pre-Pricing Prospectus and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(xxxiv)    No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in any of the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(xxxv)    Except as described in the section entitled “Underwriting” in the Pre-Pricing Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company or any Subsidiary and any other person other than the Underwriters pursuant to this Agreement that would give rise to a valid claim against the Company, any Subsidiary or any of the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the issuance, purchase and sale of the Securities.

(xxxvi)    There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(xxxvii)    The Company and the Subsidiaries (i) maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them and their

- 19 -

businesses in a manner consistent with other businesses similarly situated, or (ii) self-insure against certain of those risks as market conditions require. None of the Company or the Subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all material insurance policies are outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Closing Date.

(xxxviii)    Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus.

(xxxix)    Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) neither the Company nor any of its Subsidiaries has any lending or similar relationship with any Underwriter or any bank or other lending institution affiliated with any Underwriter; (ii) the Company will not use any of the proceeds from the sale of the Securities by the Company hereunder to reduce or retire the balance of any loan or credit facility extended by any Underwriter or any of its “affiliates” or “associated persons” (as such terms are used in FINRA Rule 5121) or otherwise direct any such proceeds to any Underwriter or any of such “affiliates” or “associated persons”; and (iii) there are and have been no transactions, arrangements or dealings between the Company or any of its Subsidiaries, on one hand, and any Underwriter or any such “affiliates” or “associated persons”, on the other hand, that, under FINRA Rule 5110 or 5121, must be disclosed in a submission to FINRA in connection with the offering of the Securities contemplated herein or disclosed in the Registration Statement, the General Disclosure Package or Prospectus.

(xl)    The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act. The Company has provided the Representatives with true, complete and correct copies of any written comments received from the Commission by the Company or its legal counsel or accountants, and of any transcripts made by the Company, its legal counsel or accountants of any oral comments received from the Commission, with respect to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any document incorporated or deemed to be incorporated by reference therein or any amendments or supplements to any of the foregoing and of all written responses thereto (in each case other than comment letters or written responses that are publicly available on EDGAR), and no such comments remain unresolved.

(xli)    Without limitation to the provisions of Section 14 hereof, the Company has not distributed and will not distribute, directly or indirectly (other than through the Underwriters), any “written communication” (as defined Rule 405 under the 1933 Act) or other offering materials in connection with the offering or sale of the Securities, other

- 20 -

than the Pre-Pricing Prospectus, the Prospectus, any amendment or supplements to any of the foregoing that are filed with the Commission and any Permitted Free Writing Prospectuses (as defined in Section).

(xlii)    (i) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (x) to the knowledge of the Company, there has been no security breach or other compromise of any of the Company’s or its subsidiaries information technology and, computer systems, networks, hardware, software, sensitive data and databases (including the personally identifiable or confidential data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), that are used in their respective businesses (collectively, “IT Systems and Data”) and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not, in the case of this clause (i), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) to the knowledge of the Company, the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented commercially reasonable backup and disaster recovery plans and procedures.

(b)    Each certificate signed by any officer of the Company and delivered to the Underwriters or counsel for the Underwriters pursuant to, or in connection with, this Agreement shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered by such certificate.

The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered to the Underwriters pursuant to Section 8 of this Agreement, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truth of the foregoing representations and the Company hereby consents to such reliance.

6.    Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, the affiliates (for purposes of this Section 6 and Section 7, below, as such term is defined in Rule 405 under the 1933 Act), agents, employees, officers and directors of each Underwriter and the affiliates, agents, employees, officers and directors of any such controlling person from and against any and all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited, to reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all reasonable amounts paid in settlement of any claim or litigation) (collectively, “Losses”) to which they or any of them may become subject under the 1933 Act,

- 21 -

the 1934 Act or otherwise insofar as such Losses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus (including, but not limited to, any electronic roadshow), the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company will not be liable in any such case to the extent, but only to the extent, that any such Loss arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission relating to an Underwriter made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use in the Pre-Pricing Prospectus or the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have, including, but not limited to, liability under this Agreement.

(b)    Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, the agents, employees, officers and directors of the Company and of any such controlling person from and against any and all Losses to which they or any of them may become subject under the 1933 Act, the 1934 Act or otherwise insofar as such Losses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or the Prospectus, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such Loss arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission relating to such Underwriter made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Underwriter through the Representatives expressly for use in the Pre-Pricing Prospectus or the Prospectus. The Company and the Underwriters acknowledge that the information described in Section 9 is the only information furnished in writing by the Underwriters to the Company expressly for use in the Pre-Pricing Prospectus or the Prospectus.

(c)    Promptly after receipt by an indemnified party under subsection 6(a) or 6(b) above of notice of the commencement of any action, suit or proceeding (collectively, an “action”), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom

- 22 -

indemnification is to be sought in writing of the commencement of such action (but the failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement of such action, the indemnifying party will be entitled to participate in such action, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of such action with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the named parties to such action (including any impleaded parties) include such indemnified party and the indemnifying parties (or such indemnifying parties have assumed the defense of such action), and such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them that are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses of counsel shall be borne by the indemnifying parties. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for all indemnified parties in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent may not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

7.    Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 of this Agreement is for any reason held to be unavailable from the indemnifying party, or is insufficient to hold harmless a party indemnified under Section 6 of this Agreement, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities or (ii) if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company, on the one

- 23 -

hand, and the Underwriters, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion as (x) the total proceeds from the offering of Securities (net of discounts and commissions but before deducting expenses) received by the Company are to (y) the total discount and commissions received by the Underwriters. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Underwriter be required to contribute any amount in excess of the amount by which the total discount and commissions applicable to the Securities purchased by such Underwriter pursuant to this Agreement exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act and each director, officer, employee, affiliate and agent of any Underwriter shall have the same rights to contribution as the Underwriters, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act and each director, officer, employee and agent of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, except to the extent that it has been prejudiced in any material respect by such failure; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 6 for purposes of indemnification. Anything in this section to the contrary notwithstanding, no party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. The contribution obligations of the Underwriters under this Section 7 are several in proportion to their respective purchase obligations with respect to the Securities and not joint.

8.    Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:

- 24 -

(a)    All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date. The Company shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by it at or prior to the Closing Date. The Underwriters shall have received a certificate, dated the Closing Date, signed by (i) the chief executive officer or chief financial officer and (ii) the treasurer of the Company, certifying as to the foregoing and to the effect in Section 8(c).

(b)    The Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives and the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance upon Rule 424(b)(8)) and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 433, and, prior to the Closing Date, the Company shall have provided evidence satisfactory to the Representatives of such timely filings.

(c)    At the Applicable Time, the Securities shall have the rating disclosed in the Pricing Term Sheet, and subsequent to the earlier of (x) the Applicable Time and (y) the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 1934 Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change (in each case, other than an announcement with positive implications of a possible upgrading).

(d)    The Underwriters shall have received on the Closing Date opinions dated the Closing Date, addressed to the Underwriters, of (i) Vinson & Elkins L.L.P., counsel to the Company, and (ii) Vaishali S. Bhatia, general counsel of the Company, substantially in the form of Exhibits A-1 and A-2 attached hereto.

(e)    The Underwriters shall have received on the Closing Date an opinion dated the Closing Date of Latham & Watkins LLP, counsel to the Underwriters, in form and substance satisfactory to the Representatives. Such counsel shall have been furnished with such certificates and documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.

- 25 -

(f)    The Company and the Trustee shall have executed and delivered the Second Supplemental Indenture and the Underwriters shall have received copies thereof.

(g)    On the date hereof, the Underwriters shall have received a “comfort letter” from the independent public accountants for the Company, dated the date of this Agreement, addressed to the Underwriters and in form and substance satisfactory to the Representatives and counsel to the Underwriters, covering the financial and accounting information in the Registration Statement, the General Disclosure Package and any Issuer Free Writing Prospectus (other than any electronic roadshow) and any amendment or supplement to any of the foregoing. In addition, the Underwriters shall have received a “bring-down comfort letter” from the independent public accountants for the Company, dated as of the Closing Date, addressed to the Underwriters and in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial and accounting information in the Registration Statement, any Issuer Free Writing Prospectus (other than any electronic roadshow) and the Prospectus and any amendment or supplement to any of the foregoing and (ii) procedures shall be brought down to a date no more than 3 business days prior to the Closing Date, and otherwise in form and substance satisfactory to the Representatives and counsel to the Underwriters.

(h)    The Underwriters shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request.

(i)    All agreements set forth in the blanket representation letter of the Company to DTC relating to the approval of the Securities by DTC for “book-entry” transfer shall have been complied with.

(j)    The Underwriters shall have received (i) a ratings confirmation letter from Moody’s Investors Service, Inc. confirming the rating disclosed in the Pricing Term Sheet, and (ii) a ratings confirmation letter from Standard & Poor’s Ratings Group, Inc. confirming the rating disclosed in the Pricing Term Sheet.

If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Underwriters), this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party (except as provided in Section 11(d) hereof).

The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Underwriters on the Closing Date.

9.    Underwriters Information. The Company and the Underwriters severally acknowledge that, for all purposes (including Sections 5(a)(iii) and 6), the statements regarding the concession and reallowance set forth in the third paragraph, the statements regarding stabilization, syndicate covering transactions and penalty bids set forth in the sixth and seventh paragraphs (but only insofar as such statements concern the Underwriters), and the information regarding market making by the Underwriters set forth in the third sentence of the ninth

- 26 -

paragraph under “Underwriting” in the Pre-Pricing Prospectus and the Prospectus constitute the only information furnished in writing by or behalf of any Underwriter expressly for use in the General Disclosure Package and the Prospectus.

10.    Survival of Representations and Agreements. All representations and warranties, covenants and agreements contained in this Agreement, including the agreements contained in Sections 4(i) and 11(d), the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters or any controlling person thereof or by or on behalf of the Company or any controlling person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The agreements contained in Sections 4(i), 6, 7, 9, 11(d), 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 shall survive the termination of this Agreement, including any termination pursuant to Section 8 or Section 11 hereof.

11.    Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto.

(b)    The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed under this Agreement when and as required; (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required; (iii) trading in any securities of the Company shall be suspended or limited by the Commission or the New York Stock Exchange; (iv) trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, FINRA, or by such exchange or other regulatory body or governmental authority having jurisdiction; (v) a general moratorium shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services shall have occurred; (vi) there is an outbreak or escalation of hostilities or national or international calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package; or (vii) there shall have been such a material adverse change in general economic, political or financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package.

- 27 -

(c)    Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone or facsimile, confirmed in writing by letter.

(d)    If this Agreement shall be terminated pursuant to Section 11(b)(i), (ii) or (iii), the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement and the transactions contemplated hereby.

(e)    If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven business days, as the Representatives shall determine in order that the required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

12.    Notice. All communications with respect to or under this Agreement, except as may be otherwise specifically provided in this Agreement, shall be in writing and, if sent to the Underwriters, shall be mailed, delivered or telecopied and confirmed in writing to BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New York, New York, 10036, Attention: High Grade Transaction Management/Legal (facsimile: 212-901-7881, email: dg.hg_ua_notices@bofa.com), Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: 646¬291-1469), MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group (fax: 646-434-3455) and TD Securities (USA) LLC, 31 West 52nd St., New York, New York 10019, Attention: Transaction Management Group (e-mail: USTMG@tdsecurities.com), with a copy for information purposes only to Latham & Watkins

- 28 -

LLP, 885 Third Avenue, New York, New York 10022 (fax: 212-751-4864), Attention: Jonathan R. Rod, Esq.; and if sent to the Company, shall be mailed, delivered or telecopied and confirmed in writing to HollyFrontier Corporation, 2828 N. Harwood, Suite 1300, Dallas, Texas, 75201 (telephone: (214) 871-3555, fax: (214) 242-5063), Attention: General Counsel, with a copy for information purposes only to Vinson & Elkins L.L.P., Trammell Crow Center, 2001 Ross Avenue, Suite 2700, Dallas TX 75201-2975 (fax: (214) 220¬7716), Attention: Alan Bogdanow, Esq. and Gillian A. Hobson, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; upon sender’s receipt of an acknowledgement from the intended recipient, when electronically delivered; and one business day after being timely delivered to a next-day air courier.

13.    Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable Time” means 5:05 p.m. (New York City time) on September 14, 2020, or such other time as agreed by the Company and the Representatives.

“business day” means any day other than a day on which banks are permitted or required to be closed in New York City, New York.

“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder.

“FINRA” means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the Offering that does not reflect the final terms, and all free writing prospectuses that are listed in Annex A hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Annex A hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

- 29 -

“preliminary prospectus” means any prospectus together with, if applicable, the accompanying prospectus supplement used in connection with the Offering that omitted the public offering price of the Securities or that was captioned “Subject to Completion,” together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act. The term “preliminary prospectus” includes, without limitation, the Pre-Pricing Prospectus.

“Registration Statement” means the Company’s registration statement on Form S–3 (Registration No. 333- 228429) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S–3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.

“Rule 163,” “Rule 164,” “Rule 172,” “Rule 173,” “Rule 401,” “Rule 405,” “Rule 424(b)” “Rule 430B,” and “Rule 433” refer to such rules under the 1933 Act.

“Rule 430B Information” means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

“Subsidiary” means any entity of which, at the time of determination, the Company or one or more of its Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of voting stock or the outstanding partnership or similar interests, and any limited partnership (i) of which the Company or any one of its Subsidiaries is a general partner and (ii) which is consolidated with the Company for financial reporting purposes; provided that each of Holly Logistic Services, L.L.C. and Holly Energy Partners, L.P., and each of their respective Subsidiaries, shall be deemed not to be a “Subsidiary” for so long as Holly Energy Partners, L.P. is not wholly owned, directly or indirectly, by the Company.

“1933 Act” means the Securities Act of 1933, as amended.

“1933 Act Regulations” means the rules and regulations of the Commission under the 1933 Act.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“1934 Act Regulations” means the rules and regulations of the Commission under the 1934 Act.

“1939 Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.

“1940 Act” means the Investment Company Act of 1940, as amended.

All references in this Agreement to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement

- 30 -

to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or to the Underwriters.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

14.    Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Company, whether or not required to be filed with the Commission; provided that the prior written consent of the Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Annex A hereto and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Annex A hereto are Permitted Free Writing Prospectuses.

15.    Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Company and the other indemnified parties referred to in Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from the Underwriters.

16.    CONSTRUCTION; GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

- 31 -

17.    Submission to Jurisdiction; Waiver of Jury Trial. No proceeding related to this Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company hereby consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby waives all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

18.    Captions. The captions included in this Agreement are included solely for convenience of reference and are not to be considered a part of this Agreement.

19.    Counterparts. This Agreement may be executed in various counterparts that together shall constitute one and the same instrument.

20.    No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Securities. The Company further acknowledges that each of the Underwriters is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that any Underwriter act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with any activity that such Underwriter may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and each Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by any Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

21.    Research Analyst Independence. The Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or

- 32 -

the Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

22.    ESIGN. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

23.    Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

24.    Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(a)    In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section , a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the

- 33 -

Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature Pages Follow]

- 34 -

If the foregoing Underwriting Agreement correctly sets forth the understanding among the Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Underwriters.

HOLLYFRONTIER CORPORATION
By:	/s/ John Harrison
Name:	John Harrison
Title:	Vice President, Finance, Strategy and Treasurer

Confirmed and accepted as of the date first above written:

BOFA SECURITIES, INC.
By:	/s/ Kevin Wehler
	Name: Kevin Wehler
	Title: Managing Director

[Signature Page to Underwriting Agreement]

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Brian D. Bednarski
	Name: Brian D. Bednarski
	Title: Managing Director

[Signature Page to Underwriting Agreement]

MUFG SECURITIES AMERICAS INC.
By:	/s/ Richard Testa
	Name: Richard Testa
	Title: Managing Director

[Signature Page to Underwriting Agreement]

TD SECURITIES (USA) LLC
By:	/s/ Luiz Lanfredi
	Name: Luiz Lanfredi
	Title: Director

[Signature Page to Underwriting Agreement]

ANNEX A

List of each Issuer General Use Free Writing Prospectus

Issuer General Use Free Writing Prospectuses that are Part of the General Disclosure Package

Term sheet containing the terms of the Securities, substantially in the form of Exhibit B.

Issuer General Use Free Writing Prospectuses that are Not Part of the General Disclosure Package

Road show presentation, dated September 14, 2020 and first used September 14, 2020.

A-1

Schedule I

Underwriter	Principal Amount of 2023 Securities to Be Purchased		Principal Amount of 2030 Securities to Be Purchased
BofA Securities, Inc.	$	52,500,000	$	60,000,000
Citigroup Global Markets Inc.	$	45,500,000	$	52,000,000
MUFG Securities Americas Inc.	$	45,500,000	$	52,000,000
TD Securities (USA) LLC	$	45,500,000	$	52,000,000
Wells Fargo Securities, LLC	$	23,625,000	$	27,000,000
Scotia Capital (USA) Inc.	$	22,750,000	$	26,000,000
Truist Securities, Inc.	$	22,750,000	$	26,000,000
SMBC Nikko Securities America, Inc.	$	19,250,000	$	22,000,000
U.S. Bancorp Investments, Inc.	$	19,250,000	$	22,000,000
BNP Paribas Securities Corp.	$	13,125,000	$	15,000,000
Fifth Third Securities, Inc.	$	13,125,000	$	15,000,000
PNC Capital Markets LLC	$	13,125,000	$	15,000,000
Citizens Capital Markets, Inc.	$	7,000,000	$	8,000,000
Comerica Securities, Inc.	$	7,000,000	$	8,000,000
Total	$	350,000,000	$	400,000,000

I-1

Schedule II

Subsidiary	Jurisdiction of Organization	Equity Holder and % Held by Each
7037619 Canada Inc.	Canada	Petro-Canada Lubricants Inc. (100%)
Artesia PTU LLC	Delaware	HollyFrontier Renewables Holding Company LLC (100%)
Artesia Renewable Diesel Company LLC	Delaware	HollyFrontier Renewables Holding Company LLC (100%)
Black Eagle, LLC	Delaware	HollyFrontier Corporation (100%)
Cheyenne Renewable Diesel Company LLC	Delaware	HollyFrontier Renewables Holding Company LLC (100%)
Eagle Consolidation LLC	Delaware	HollyFrontier Corporation (100%)
El Paso Operating LLC	Delaware	HollyFrontier Corporation (100%)
Ethanol Management Company LLC	Delaware	HollyFrontier Corporation (100%)
Frontier Pipeline LLC	Delaware	HollyFrontier Corporation (100%)
Frontier Refining & Marketing LLC	Delaware	HollyFrontier Corporation (100%)
HEP Logistics Holdings, L.P.	Delaware	Navajo Pipeline Co., L.P. (99.999% Limited Partner Interest)
Holly Petroleum, Inc.	Delaware	HollyFrontier Corporation (100%)
Holly Realty, LLC	Delaware	HollyFrontier Corporation (100%)
Holly Refining Communications, Inc.	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Asphalt Company LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Cheyenne Refining LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Cyprus Limited	Cyprus	HollyFrontier Luxembourg Holding Company (100%)
HollyFrontier El Dorado Refining LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Holdings LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier LSP Brand Strategies LLC	Delaware	HollyFrontier LSP Holdings LLC (100%)
HollyFrontier LSP Europe B.V.	Netherlands	HollyFrontier Netherlands B.V. (100%)
HollyFrontier LSP Holdings LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier LSP Latin America Holdings LLC	Delaware	HollyFrontier LSP Holdings LLC (100%)
HollyFrontier LSP Mexico S. de R.L. de C.V.	Mexico	HollyFrontier LSP Holdings LLC (99.99%); HollyFrontier LSP Latin America Holdings LLC (0.01%)

II-1

Subsidiary	Jurisdiction of Organization	Equity Holder and % Held by Each
HollyFrontier LSP Services LLC	Delaware	HollyFrontier LSP US Holdings LLC (100%)
HollyFrontier LSP US Holdings LLC	Delaware	HollyFrontier LSP Holdings LLC (100%)
HollyFrontier Luxembourg Holding Company	Luxembourg	HollyFrontier LSP Holdings LLC (100%)
HollyFrontier Mexico Services S. de R.L. de C.V.	Mexico	HollyFrontier LSP Holdings LLC (99.99%); HollyFrontier LSP Latin America Holdings LLC (0.01%)
HollyFrontier Navajo Refining LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Netherlands B.V.	Netherlands	HollyFrontier Luxembourg Holding Company (100%)
HollyFrontier Payroll Services, Inc.	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Refining & Marketing LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Renewables Holding Company LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Renewables Marketing LLC	Delaware	HollyFrontier Renewables Holding Company LLC (100%)
HollyFrontier Services LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Transportation LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Tulsa Refining LLC	Delaware	HollyFrontier Corporation (100%)
HollyFrontier Woods Cross Refining LLC	Delaware	HollyFrontier Corporation (100%)
Hollymarks, LLC	Delaware	HollyFrontier Corporation (100%)
HRM Realty, LLC	Delaware	HollyFrontier Corporation (100%)
Jia Shi Lubricants Trading (Shanghai) Co., Ltd.	China	HollyFrontier Luxembourg Holding Company (100%)
Lea Refining Company	Delaware	HollyFrontier Navajo Refining LLC (100%)
Navajo Holdings, Inc.	New Mexico	HollyFrontier Corporation (100%)
Navajo Pipeline Co., L.P.	Delaware	Navajo Pipeline LP, L.L.C. (99.5%) and Navajo Pipeline GP, L.L.C. (0.5%)
Navajo Pipeline GP, L.L.C.	Delaware	Navajo Holdings, Inc. (100%)
Navajo Pipeline LP, L.L.C.	Delaware	Navajo Holdings, Inc. (100%)

II-2

Subsidiary	Jurisdiction of Organization	Equity Holder and % Held by Each
Petro-Canada America Lubricants LLC	Delaware	HollyFrontier LSP US Holdings LLC (100%)
Petro-Canada Europe Lubricants Limited	United Kingdom	HollyFrontier Luxembourg Holding Company (100%)
Petro-Canada Lubricants Inc.	Canada	HollyFrontier Luxembourg Holding Company (100%)
Qingdao Sonneborn Refined Products Co., Ltd.	China	Jia Shi Lubricants Trading (Shanghai) Co., Ltd. (100%)
Red Giant Oil Company LLC	Delaware	HollyFrontier LSP US Holdings LLC (100%)
Sonneborn do Brasil Repre-sentacoes Comerciais LTDA	Brazil	HollyFrontier LSP Holdings LLC (99.99%); HollyFrontier LSP Latin America Holdings LLC (0.01%)
Sonneborn Dutch Holdings B.V.	Netherlands	HollyFrontier Netherlands B.V. (100%)
Sonneborn Refined Products B.V.	Netherlands	Sonneborn Dutch Holdings B.V. (100%)
Sonneborn US Holdings LLC	Delaware	HollyFrontier LSP US Holdings LLC (100%)
Sonneborn, LLC	Delaware	Sonneborn US Holdings LLC (100%)
Wainoco Oil and Gas Com pany	Delaware	Wainoco Resources, Inc. (100%)
Wainoco Resources, Inc.	Delaware	HollyFrontier Corporation (100%)

II-3

Exhibit A-1

FORM OF OPINION OF COMPANY COUNSEL

The opinion of Vinson & Elkins L.L.P., counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), to be delivered pursuant to Section 8(d) of the Underwriting Agreement shall be to the effect that:

1. Each of the Company and the Opinion Subsidiaries (a) is a corporation or a limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite corporate or limited liability company power and authority to own its property and carry on its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and (c) is qualified to do business and is in good standing in the jurisdictions set forth beside its name on Annex A to this letter, except as indicated therein.

2. The Company has all requisite corporate power and authority to execute, deliver and perform all of its obligations under the Underwriting Agreement, the Indenture and the Securities (collectively, the “Note Documents”) and to consummate the Offering.

3. The Underwriting Agreement has been duly and validly authorized, executed and delivered by the Company.

4. Each of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture has been duly and validly authorized, executed and delivered by the Company, and the Indenture is a legally binding and valid obligation of the Company, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy Exceptions”).

5. The Securities have been duly and validly authorized for issuance and sale by the Company to the Underwriters and, when the Securities are duly issued, authenticated by the Trustee and executed and delivered by the Company against payment therefor by the Underwriters in accordance with the terms of the Underwriting Agreement and the Indenture, the Securities will be legally binding and valid obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by the Bankruptcy Exceptions.

6. The execution, delivery and performance by the Company of the Note Documents and the consummation of the Offering do not (i) violate the charter, bylaws or other constitutive documents of the Company or the Opinion Subsidiaries, (ii) conflict with or constitute a breach of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in a Repayment Event (as defined below), or the creation or imposition of a lien, charge or encumbrance

A-2-1

on any property or assets of the Company or the Opinion Subsidiaries under any agreement listed as an exhibit (whether or not incorporated by reference) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, including those portions of the Company’s definitive proxy statement on Schedule 14A incorporated by reference to the Form 10-K, or the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, or any Current Report on Form 8-K filed during 2020 prior to the delivery of this letter or (iii) violate any law, statute, rule or regulation of the United States or the States of New York or Texas, the Delaware General Corporation Law, the Delaware Limited Liability Company Act or any judgment, order or decree of any court or governmental agency or body having jurisdiction over it (“Governmental Authority”) known to us to be applicable to the Company or the Opinion Subsidiaries (excluding for purposes of this clause (iii) any federal or state securities or blue sky laws, or anti-fraud law), which conflict, breach, default or violation in the case of clause (ii) or (iii) would reasonably be expected to have (x) a material adverse effect on the business, condition (financial or otherwise), results of operations or properties of the Company and its Subsidiaries, taken as a whole or (y) a material adverse effect on the ability to consummate the Offering (each, a “Material Adverse Effect”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

7. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any Governmental Authority is required to be obtained or made by the Company for the execution, delivery and performance by the Company of the Note Documents and the consummation of the transactions contemplated thereby, except (A) such as have been obtained or made prior to the date hereof, (B) for such consents which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (C) for such consents required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and any state securities or blue sky laws, as to which we express no opinion, or (D) as disclosed in the Pre-Pricing Prospectus and the Prospectus.

8. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be, required to be registered as an “investment company” or a company “controlled” by an “investment company” incorporated in the United States within the meaning of the Investment Company Act of 1940, as amended.

9. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended.

10. Each of the Indenture and the Securities conforms in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus.

11. The statements set forth in the Pre-Pricing Prospectus and the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations” insofar as they constitute summaries of the matters described therein or refer to statements of law or legal conclusions, are accurate in all material respects, subject to the assumptions and qualifications set forth therein.

A-2-2

12. The Registration Statement, at [●] p.m. (New York City time) on September [●], 2020, including the information deemed to be a part thereof pursuant to Rule 430B under the 1933 Act, and the Prospectus, as of its date (in each case, other than the financial statements and the notes thereto incorporated by reference therein and the other financial and accounting data, as to which no opinion is given), each complied, on its face, as to form in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission under the 1933 Act; and the documents incorporated or deemed to be incorporated by reference in the Pre-Pricing Prospectus and the Prospectus (other than the financial statements and the notes thereto and the other financial and accounting data, as to which no opinion is given), when they were filed with the Commission, assuming the accuracy of the statements thereof, each complied, on its face, as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder.

13. To our knowledge, there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits thereto that are not described or filed as required by the 1933 Act.

14. (i) The Registration Statement became effective under the 1933 Act on November 16, 2018; (ii) to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission; (iii) the Prospectus has been filed pursuant to Rule 424(b) under the 1933 Act in the manner and within the time period required by such Rule; and (iv) the Issuer Free Writing Prospectus has been filed pursuant to Rule 433 in the manner and within the time period required by Rule 433(d) under the 1933 Act.

In addition, we have participated in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus. From time to time we have had discussions with officers, directors and employees of the Company, representatives of the independent accountants who examined the consolidated financial statements of the Company and its subsidiaries included in the Registration Statement, the General Disclosure Package and the Prospectus, and representatives of the Underwriters and representatives of counsel for the Underwriters, during which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed. We have not independently verified and do not assume responsibility for, the accuracy, completeness or fairness (except as set forth in paragraphs 10, 11 and 13 above) of the information contained in the Registration Statement, the General Dis-closure Package and the Prospectus. Based upon the participation and discussions described above, however, no facts have come to our attention that cause us to believe that:

(i) any part of the Registration Statement, on September [●], 2020 (including (i) the information deemed to be a part thereof pursuant to Rule 430B under the 1933 Act and

A-2-3

(ii) the documents incorporated or deemed to be incorporated by reference therein), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading;

(ii) the General Disclosure Package, as of [●] p.m. (New York City time) on September [●], 2020 (including the documents incorporated or deemed to be incorporated by reference therein), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(iii) the Prospectus, as of its date or as of the date of this letter (including the documents incorporated or deemed to be incorporated by reference therein on those dates), contained or contains an untrue statement of a material fact, or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

A-2-4

Exhibit A-2

FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY

The opinion of Vaishali S. Bhatia, General Counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), to be delivered pursuant to Section 8(d) of the Underwriting Agreement shall be to the effect that:

1. to the knowledge of such counsel, none of the offering, issuance and sale by the Company of the Securities, the execution, delivery and performance of the Note Documents by the Company, or the consummation of the transactions contemplated thereby constitutes or will constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such a default), or require consent or waiver under any agreement or lease or other instrument to which the Company or any of its properties may be bound, which breach, violation or default, or failure to acquire consent or waiver would, if continued, reasonably be expected to have (a) a material adverse effect on the business, condition (financial or otherwise), results of operations, or properties of the Company and its Subsidiaries, taken as a whole or (b) a material adverse effect on the ability to consummate the Offering (each, a “Material Adverse Effect”), other than such consents and waivers as have been obtained prior to the date hereof and which, on the date hereof, are in full force and effect.

2. to the knowledge of such counsel, none of the offering, issuance and sale by the Company of the Securities, the execution, delivery and performance of the Note Documents by the Company, or the consummation of the transactions contemplated thereby constitutes or will constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such a default), or require consent or waiver under, any order, judgment, decree or injunction of any federal, Texas or Delaware court or government agency or body directed to the Company or any of its properties in a proceeding to which the Company or its property is a party which breach, violation or default, or failure to acquire consent or waiver would reasonably be expected to have a Material Adverse Effect, other than such consents and waivers as have been obtained or will be obtained prior to the date hereof and which, on the date hereof, are in full force and effect.

3. to the knowledge of such counsel, the Company is not (i) in violation of its Amended and Restated Certificate of Incorporation and its Amended and Restated Bylaws, (ii) in violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to it or of any decree of any court or governmental agency or body having jurisdiction over it, or (iii) in breach, default (or an event which, with notice or lapse of time or both, would constitute such a default) or violation in the performance of any obligation, agreement or condition contained in any bond, debenture, note, or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties is subject, which violation, breach or default would, if continued, reasonably be expected to have a Material Adverse Effect.

A-2-1

4. to the knowledge of such counsel, there are no pending or threatened actions, suits or proceedings against the Company or any Subsidiary or any of their respective properties that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Additionally, I, or an attorney in my department that reports to me, have participated in the preparation and filing with the Commission of the Pre-Pricing Prospectus, the General Disclosure Package and the Prospectus. From time to time I, or an attorney in my department who reports to me, have had discussions with officers, directors and employees of the Company, representatives of the independent accountants who examined the consolidated financial statements of the Company and its Subsidiaries included in the Registration Statement, the General Disclosure Package and the Prospectus, and representatives of the Underwriters and representatives of counsel to the Underwriters, at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed. I have not independently verified and am not passing upon, and do not assume responsibility for, the accuracy, completeness or fairness of the information contained in the Registration Statement, the General Disclosure Package and the Prospectus. Based upon the participation and discussions described above and subject to all the qualifications in this letter, however, no facts have come to my attention that cause me to believe that: (i) any part of the Registration Statement, on September [●], 2020 (including (a) the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act of 1933, as amended, and (b) the documents incorporated or deemed to be incorporated by reference therein), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii) the General Disclosure Package, as of [●] p.m. (New York City time) on September [●], 2020 (including the documents incorporated or deemed to be incorporated by reference therein), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date or as of the date of this letter (including the documents incorporated or deemed to be incorporated by reference therein on those dates), contained or contains an untrue statement of a material fact, or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that I have not been requested to and do not make any comment with respect to the financial statements and the notes thereto and the other financial and accounting data included in the Registration Statement, the General Disclosure Package or the Prospectus, or the Form T-1 filed on November 16, 2018).

A-2-2

Exhibit B

HollyFrontier Corporation

Pricing Term Sheet

B-1

Filed Pursuant to Rule 433

Registration No. 333-228429

September 14, 2020

HOLLYFRONTIER CORPORATION

Pricing Term Sheet

$350,000,000 2.625% Senior Notes due 2023

$400,000,000 4.500% Senior Notes due 2030

	2023 Notes	2030 Notes
Issuer:	HollyFrontier Corporation
Ratings: (Moody’s / S&P / Fitch)*:	Baa3 / BBB- / BBB-
Ratings Outlooks: (Moody’s / S&P / Fitch)*:	Negative / Stable / Negative
Security Type:	Senior Unsecured Notes
Pricing Date:	September 14, 2020
Settlement Date:	September 28, 2020 (T+10) It is expected that delivery of the notes will be made against payment therefor on or about September 28, 2020, which is the tenth business day following the trade date (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Maturity Date:	October 1, 2023	October 1, 2030
Interest Payment Dates:	April 1 and October 1, beginning April 1, 2021	April 1 and October 1, beginning April 1, 2021
Principal Amount:	$350,000,000	$400,000,000
Benchmark Treasury:	0.125% due September 15, 2023	0.625% due August 15, 2030
Benchmark Treasury Price / Yield:	99-28+ / 0.162%	99-17+ / 0.672%
Spread to Benchmark Treasury:	+250 basis points	+385 basis points

B-1

Yield to Maturity:	2.662%	4.522%
Coupon:	2.625% The interest rate is subject to adjustment as set forth under “Description of Notes – Interest Rate Adjustment Based on Certain Rating Events” in the prospectus supplement.	4.500% The interest rate is subject to adjustment as set forth under “Description of Notes – Interest Rate Adjustment Based on Certain Rating Events” in the prospectus supplement.
Public Offering Price:	99.894% of the principal amount	99.824% of the principal amount
Optional Redemption:	The 2023 notes will be redeemable, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such notes (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, the redemption date.	Prior to July 1, 2030 (the “Par Call Date”), the 2030 notes will be redeemable, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such notes that would have been made if the notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, the redemption date. On or after the Par Call Date, the 2030 notes will be redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

B-2

Change of Control Offer:	If a change of control triggering event occurs with respect to the notes as set forth under “Description of Notes—Change of Control” in the prospectus supplement, then the issuer may be required to give the holders of the notes the opportunity to sell the issuer their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.	If a change of control triggering event occurs with respect to the notes as set forth under “Description of Notes—Change of Control” in the prospectus supplement, then the issuer may be required to give the holders of the notes the opportunity to sell the issuer their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
CUSIP / ISIN:	436106 AB4 / US436106AB48	436106 AC2 / US436106AC21
Joint Book-Running Managers:	BofA Securities, Inc. Citigroup Global Markets Inc. MUFG Securities Americas Inc. TD Securities (USA) LLC
Co-Managers:	Scotia Capital (USA) Inc. Truist Securities, Inc. SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. BNP Paribas Securities Corp. Fifth Third Securities, Inc. PNC Capital Markets LLC Citizens Capital Markets, Inc. Comerica Securities, Inc.

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling BofA Securities, Inc., toll-free at 1-800-294-1322, or by emailing dg.prospectus_requests@bofa.com; Citigroup Global Markets Inc., toll-free at 1-800-831-9146 or by e-mailing prospectus@citi.com; MUFG Securities Americas Inc., toll-free at 1-877-649-6848, or by e-mailing prospectus@us.sc.mufg.jp; or TD Securities (USA) LLC toll-free at 1-855-495-9846.

B-3

This pricing term sheet supplements and updates the information contained in HollyFrontier Corporation’s preliminary prospectus supplement, dated September 14, 2020, relating to its prospectus dated November 16, 2018. Capitalized terms used herein but not defined have the meanings given to them in such preliminary prospectus supplement.

B-4

EX-4.2

Exhibit 4.2

HOLLYFRONTIER CORPORATION

AS ISSUER

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

Dated as of September 28, 2020

to

Indenture dated as of March 22, 2016

2.625% Senior Notes due 2023

4.500% Senior Notes due 2030

TABLE OF CONTENTS

		Page
ARTICLE I
THE NOTES
Section 1.1	Form		1
Section 1.2	Title, Amount, Stated Maturity and Interest		2
Section 1.3	Security Registrar and Paying Agent		3
Section 1.4	Transfer and Exchange		3
Section 1.5	Discharge		3
ARTICLE II
CERTAIN COVENANTS
Section 2.1	Amendments to Certain Covenants		4
Section 2.2	Offer to Purchase Notes on a Change of Control		8
ARTICLE III
REDEMPTION
Section 3.1	Optional Redemption		11
ARTICLE IV
SUPPLEMENTAL INDENTURES
Section 4.1	Supplemental Indentures Without Consent of Holders		12
Section 4.2	Waivers or Supplemental Indentures With Consent of Holders		12
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1	Definitions		12
Section 5.2	Table of Contents, Headings, etc.		15
Section 5.3	Counterpart Originals		15
Section 5.4	Governing Law		15
Section 5.5	U.S.A. PATRIOT Act		16
Section 5.6	Certain Trustee Matters		16
Exhibit A-1	Form of the 2.625% Senior Notes due 2023
Exhibit A-2	Form of the 4.500% Senior Notes due 2030

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of September 28, 2020 (this “Second Supplemental Indenture”), is between HollyFrontier Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of March 22, 2016 (the “Base Indenture”), providing for the issuance by the Company from time to time of its debentures, notes, or other evidences of indebtedness, in one or more series unlimited as to principal amount (the “Securities”); and

WHEREAS, the Base Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Second Supplemental Indenture, shall be referred to herein as the “Indenture”; and

WHEREAS, the Company has duly authorized and desires to cause to be issued pursuant to the Indenture, two series of Securities to be designated as the “2.625% Senior Notes due 2023” (the “2023 Notes”) and the “4.500% Senior Notes due 2030” (the “2030 Notes” and, together with the 2023 Notes, the “Notes”), each having terms as set forth in this Second Supplemental Indenture; and

WHEREAS, the Company desires to cause the issuance of each series of the Notes pursuant to Sections 3.01 and 3.03 of the Base Indenture, which sections permit the execution of indentures supplemental thereto to establish the form and terms of Securities of any series; and

WHEREAS, the Company has requested that the Trustee join in the execution of this Second Supplemental Indenture to establish the form and terms of each series of the Notes; and

WHEREAS, all things necessary have been done to make the Notes, when issued and executed by the Company and authenticated and delivered under the Indenture, the valid obligations of the Company, and to make this Second Supplemental Indenture a valid agreement of the Company, enforceable in accordance with the terms hereof;

NOW, THEREFORE, the Company and the Trustee hereby agree that the following provisions shall amend and supplement the Base Indenture, but only in relation to each applicable series of the Notes, and not to any other series of Securities that are or may be outstanding under the Base Indenture:

ARTICLE I

THE NOTES

Section 1.1 Form.

The 2023 Notes and the related Trustee’s certificate of authentication shall be substantially in the respective forms thereof set forth in Exhibit A-1 to this Second Supplemental Indenture, and the 2030 Notes and the related Trustee’s certificate of authentication shall be substantially in the respective forms thereof set forth in Exhibit A-2 to this Second Supplemental Indenture, in each

1

case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which such Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by the officers executing such Notes, as evidenced by their execution thereof.

Exhibits A-1 and A-2 are hereby incorporated into this Second Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Second Supplemental Indenture, and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

The Notes of each series shall be issued only as Registered Securities, and may not be exchanged for Bearer Securities. The Notes of each series shall be issued upon original issuance in whole in the form of one or more global Securities (the “Book-Entry Notes”). Each Book-Entry Note shall represent such aggregate principal amount of the Outstanding Notes of the applicable series as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes of such series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Book-Entry Note to reflect the aggregate principal amount, or any increase or decrease in the aggregate principal amount, of Outstanding Notes of a series represented thereby shall be made by the Trustee in accordance with written instructions, or such other form of instructions as is customary for the Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in the Book-Entry Note. The Company initially appoints The Depository Trust Company to act as Depository with respect to the Book-Entry Notes.

Section 1.2 Title, Amount, Stated Maturity and Interest.

There are hereby established two new series of Securities to be issued under the Indenture, that is designated as the “2.625% Senior Notes due 2023” and the “4.500% Senior Notes due 2030”.

The Trustee shall initially authenticate and deliver for original issue (i) 2023 Notes in an initial aggregate principal amount of $350,000,000, and (ii) 2030 Notes in an initial aggregate principal amount of $400,000,000, in each case upon delivery to the Trustee of a Company Order for the authentication and delivery of such Notes.

The Notes may be issued on any Business Day on or after September 28, 2020. The aggregate principal amount of the Notes of each series that may be authenticated and delivered pursuant to the Indenture is unlimited. The aggregate principal amount of the Notes of either series to be issued under the Indenture may be increased at any time, and the Notes of either series may be reopened for issuances of additional Notes of such series, upon a Company Order, without the consent of any Holder and without any further supplement or amendment to the Indenture; provided that if such additional Notes are not fungible with the Notes of the applicable series issued

2

on the date of this Second Supplemental Indenture for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Each such Company Order for the issuance of additional Notes shall specify the series and principal amount of the Notes to be authenticated, the date on which the additional Notes are to be authenticated, and the name or names of the initial Holder or Holders thereof. The Notes of each series issued on the date of this Second Supplemental Indenture and any additional Notes of such series that may be issued after such date shall be part of the same series of Securities for all purposes under the Indenture.

The Stated Maturity of the 2023 Notes shall be October 1, 2023. The Stated Maturity of the 2030 Notes shall be October 1, 2030.

The rate at which the Notes of each series shall bear interest, the date from which such interest shall accrue, the dates on which interest shall be payable and the Regular Record Date for interest payable on any Interest Payment Date, in each case, shall be as set forth in the form of the Notes of such series attached as Exhibit A- 1 or Exhibit A- 2, as applicable, to this Second Supplemental Indenture. All payments of principal of, premium, if any, and interest due on any Notes represented by Book-Entry Notes on any Interest Payment Date or at Maturity, will be made available to the Trustee by 11:00 a.m., New York City time, on such date, unless such date falls on a day that is not a Business Day, in which case such payments will be made available to the Trustee by 11:00 a.m., New York City time, on the next Business Day. As soon as practicable thereafter, the Trustee will make such payments to the Depository.

Section 1.3 Security Registrar and Paying Agent.

The Company initially appoints the Trustee as Security Registrar and Paying Agent with respect to each series of Notes. The office or agency where Notes may be presented for registration of transfer or exchange and the Place of Payment for the Notes shall initially be the Corporate Trust Office of the Trustee.

Section 1.4 Transfer and Exchange.

With respect to the Notes, the transfer and exchange of Book-Entry Notes or beneficial interests therein shall be effected through the Depository, in accordance with Section 3.05 of the Base Indenture and the rules and procedures of the Depository therefor.

Section 1.5 Discharge.

The Indenture shall be subject to satisfaction and discharge as contemplated by Article Four of the Base Indenture. In addition, the Indenture may be satisfied and discharged with respect to each series of Notes, without regard to other series of Securities issued under the Base Indenture, in accordance with the provisions of Article Four, for purposes of which all references in such Article Four to “Securities” shall instead be deemed to refer to such series of Notes.

3

ARTICLE II

CERTAIN COVENANTS

Section 2.1 Amendments to Certain Covenants.

With respect to the Notes, Sections 11.01 and 11.02 of Article Eleven of the Base Indenture are hereby amended to read as follows.

SECTION 11.01. Limitations on Liens.

Nothing in the Indenture or in the Notes shall in any way restrict or prevent the Company or any Subsidiary from incurring any indebtedness; provided that the Company covenants and agrees that, so long as any Notes are Outstanding, neither it nor any Principal Domestic Subsidiary will create or assume any Liens upon any Principal Property or of or upon any capital stock of any Principal Domestic Subsidiary, whether now owned or hereafter acquired (all property and assets, tangible or intangible, real, personal or mixed, of whatsoever kind or description, being referred to herein as “property”) to secure any indebtedness for money borrowed, without effectively providing for the Notes and any other series of Securities then Outstanding or thereafter created (together with, if the Company so determines, any other indebtedness or obligation then existing and any other indebtedness or obligation thereafter created ranking equally with the Notes) to be secured equally and ratably with (or prior to) such indebtedness for so long as such indebtedness shall be secured, except that the foregoing provision shall not apply to the following Liens (“Permitted Liens”):

(1) Any Lien created by the Company or a Subsidiary to secure all or part of the purchase price of any property (or to refund or refinance all or part of such purchase price within 24 months of the acquisition of such property) or to secure a loan made to enable the Company or a Subsidiary to acquire the property described in such Lien; provided, however, that (a) such Lien shall not encumber any other property of the Company or a Subsidiary (other than property constituting substitutions or replacements for, or accessions to, property which is encumbered pursuant to after-acquired property provisions of the agreements in accordance with which such Liens were granted) and (b) the principal amount of the indebtedness secured by any such Lien, together with all other indebtedness secured by a Lien on such property, shall not exceed the purchase price of such property;

(2) Any Lien existing on any property at the time of the acquisition thereof by the Company or a Subsidiary whether or not assumed by the Company or a Subsidiary, any Lien on any property acquired or constructed by the Company or a Subsidiary and created not later than 24 months after (a) such acquisition or completion of such construction or (b) commencement of full operation of such property, whichever is later, and any Lien on any property with respect to which the Company or a Subsidiary has made additions, substantial repairs, alterations or improvements and created not later than 24 months after completion of such additions, repairs, alterations or improvements; provided, however, that (A) the principal amount of the indebtedness secured by such Lien, together with all other indebtedness secured by a Lien on such property, shall not exceed the purchase price of the property acquired, the cost of the property constructed and/or the costs of such additions,

4

repairs, alterations or improvements and (B) such Lien does not extend to or cover any property other than such property acquired, constructed, repaired, altered and/or improved (other than property constituting substitutions or replacements for, or accessions to, property which is encumbered pursuant to after-acquired property provisions of the agreements in accordance with which such Liens were granted);

(3) Any Lien created or assumed by the Company or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Company or a Subsidiary and created not later than 12 months after (a) such acquisition or completion of such construction or (b) commencement of full operation of such property, whichever is later;

(4) Any Lien existing on any property or stock or other equity interests of an entity at the time it is acquired by the Company or any of its Subsidiaries, whether through merger, consolidation, purchase of assets or otherwise; provided, however, that such Lien does not extend to any other property of the Company or any of its Subsidiaries (other than property constituting substitutions or replacements for, or accessions to, property which is encumbered pursuant to after-acquired property provisions of the agreements in accordance with which such Liens were granted);

(5) Any mechanic’s or materialmen’s Liens or any Lien arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts, deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges, and Liens arising in connection with statutory or contractual set-off provisions granted or arising in the ordinary course of business;

(6) Any Lien arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements;

(7) Liens for taxes, assessments and governmental charges which are not at the time delinquent or which are being contested in good faith by appropriate proceedings by the Company or a Subsidiary;

5

(8) Liens due to zoning, planning and environmental laws and ordinances and governmental regulations; minor defects or irregularities in or encumbrances on the titles to properties which in the aggregate do not materially impair the use of the property of the Company and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of the Company and its Subsidiaries; easements, exceptions or reservations in any property of the Company or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of the property of the Company and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of the Company and its Subsidiaries, or materially detract from the value of the property subject thereto;

(9) Liens securing any obligation incurred in connection with the rendering of a final judgment or award the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond and the claims secured thereby are being contested in good faith by appropriate proceedings;

(10) Liens on property of any Subsidiary to secure obligations of such Subsidiary to the Company or to another Subsidiary; provided, however, that the obligations secured by such Liens may not be assigned, sold or otherwise transferred to a Person other than the Company or a Subsidiary unless such Lien would otherwise be permitted to be granted to such Person under another exception in this Section;

(11) Liens on current assets of the Company or any Subsidiary created to secure indebtedness and letter of credit reimbursement obligations incurred in connection with the extension of working capital financing;

(12) Any Lien on any property existing at the date of the Indenture (or property constituting substitutions or replacements for, or accessions to, property which is encumbered pursuant to after-acquired property provisions of the agreements in accordance with which such Liens were granted);

(13) Liens (which may include customary after-acquired property provisions relating to substitutions or replacements for, or accessions to, the property encumbered thereby) incurred in connection with the borrowing of funds if, within 120 days following the date of such borrowing, such funds are utilized to repay indebtedness in the same (or greater) principal amount secured by other Liens on property of the Company or any Subsidiary having a fair market value (as determined in good faith by the chief financial officer of the Company) at least equal to the fair market value of the property which secures the new Lien;

(14) Liens securing industrial development, pollution control or other revenue bonds issued or guaranteed by the United States of America, or any State, or any department, agency, instrumentality or political subdivision of either; or

6

(15) Any renewal, refunding or extension of maturity, in whole or in part, of any Lien created or assumed in accordance with the provisions of subdivision (1),(2),(3),(4),(10),(11), or (12) above; provided, however, that the principal amount of the indebtedness secured by such renewal Lien, refunding Lien or extended Lien shall not exceed the principal amount of the indebtedness, plus any prepayment premium or accrued interest, secured by the Lien to be renewed, refunded or extended outstanding at the time of such renewal, refunding or extension, plus any premium or fee payable in connection with any such renewal, refunding or extension; provided, further, that in the case of any revolving credit or similar facility which allows the Company or any Subsidiary to borrow any money thereunder immediately prior to the time of such renewal, refunding or extension of maturity, the principal amount of indebtedness secured by the renewal Lien, refunding Lien or extended Lien shall not exceed the maximum stated amount which could be borrowed under such facility immediately prior to such renewal, refunding or extension (without regard to any borrowing base, collateral value, debt to equity, debt service or other provisions then purporting to limit any borrowings thereunder); and in any case the lien of such renewal Lien, refunding Lien or extended Lien shall be limited to the same property (or property constituting substitutions or replacements for, or accessions to, property which is encumbered pursuant to after-acquired property provisions of the agreements in accordance with which such Liens were granted) that secured the Lien so renewed, refunded or extended.

Notwithstanding the preceding provisions of this Section 11.01, the Company and any of its Principal Domestic Subsidiaries may create or assume any Lien upon any Principal Property or capital stock of any of the Company’s Principal Domestic Subsidiaries to secure any indebtedness for money borrowed (other than Securities issued under the Indenture), which Lien is not already excepted from this Section 11.01 as a Permitted Lien, without securing the Notes or any other series of Securities then Outstanding, provided that the aggregate principal amount of all such indebtedness then outstanding secured by such Lien and all other similar Liens other than Permitted Liens, together with all Attributable Indebtedness then outstanding from Sale and Leaseback Transactions, excluding Sale and Leaseback Transactions permitted by clauses (1) and (2) of the first paragraph of Section 11.02 below or clause (a) of the second paragraph thereof, does not exceed 15% of the Consolidated Adjusted Net Assets of the Company and its Subsidiaries.

SECTION 11.02. Limitations on Sale and Leaseback Transactions.

The Company covenants and agrees that, for so long as any Notes are Outstanding, neither it nor any Principal Domestic Subsidiary will enter into any arrangement with any Person, or to which any such Person is a party, providing for the leasing to the Company or a Principal Domestic Subsidiary for a period of more than three years of Principal Property which has been or is to be sold or transferred by the Company or such Principal Domestic Subsidiary to such Person or to any other Person, and with respect to which the funds have been or are to be advanced by such Person on the security of the leased Principal Property (in this Article Eleven called a “Sale and Leaseback Transaction”) unless either:

(1) the Company or such Principal Domestic Subsidiary would be entitled, pursuant to Section 11.01 above, to incur indebtedness secured by a Lien on the Principal Property to be leased, without equally and ratably securing the Notes and any other series of Securities then Outstanding, or

7

(2) the Company, within 12 months after the effective date of such Sale and Leaseback Transaction (whether made by the Company or a Principal Domestic Subsidiary) applies an amount equal to the Attributable Indebtedness from such Sale and Leaseback Transaction (i) to the indirect or direct acquisition, construction, improvement or expansion of other property that will constitute Principal Property, including through the acquisition of a Principal Domestic Subsidiary or (ii) to the voluntary retirement of Funded Debt; provided, however, that the amount to be applied to the retirement of Funded Debt shall be reduced by (A) the principal amount of Securities delivered, within 12 months after the effective date of such Sale and Leaseback Transaction, to the Trustee for retirement and cancellation and (B) the principal amount of other Funded Debt voluntarily retired by the Company within such 12-month period, excluding retirements of Securities and other Funded Debt pursuant to mandatory sinking fund or prepayment provisions or by payment at maturity.

Notwithstanding the preceding provisions of this Section 11.02, the Company and any Principal Domestic Subsidiary may enter into any Sale and Leaseback Transaction that is not excepted above (a) with any of HLS, HEP or any of their respective subsidiaries without any limitation, or (b) provided that the Attributable Indebtedness from such Sale and Leaseback Transaction, together with the aggregate principal amount of then outstanding indebtedness (other than Securities issued under the Indenture) secured by Liens (other than Permitted Liens) upon Principal Properties, does not exceed 15% of the Consolidated Adjusted Net Assets of the Company and its Subsidiaries.

Section 2.2 Offer to Purchase Notes on a Change of Control.

In addition to the foregoing covenants and the other covenants in the Base Indenture, the following covenant shall apply with respect to the Notes.

(1) If a Change of Control Triggering Event occurs with respect to a series of Notes, each Holder will have the right, except as provided below in this Section 2.2, to require the Company to purchase all or any part (in a principal amount of $2,000 or equal to integral multiples of $1,000 in excess thereof) of such Holder’s Notes of such series at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

(2) Within 30 days following any Change of Control Triggering Event with respect to a series of Notes, the Company will send a notice (the “Change of Control Offer”) to each Holder of such Notes, with a copy to the Trustee, stating:

(a) that a Change of Control Triggering Event has occurred with respect to such Notes and that such Holder has the right to require the Company to purchase such Holder’s Notes of such series at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Payment”);

8

(b) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent) (the “Change of Control Payment Date”);

(c) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(d) that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(e) that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(f) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(g) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note of the applicable series equal in principal amount to the unpurchased portion of the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and

(h) the procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its Notes repurchased.

(3) On the applicable Change of Control Payment Date, the Company will, to the extent lawful:

(a) accept for payment all Notes or portions of Notes (in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer and not properly withdrawn;

(b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and

(c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

9

(4) The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note of the applicable series equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.

(5) Notwithstanding the foregoing, the Company is not required to make a Change of Control Offer upon a Change of Control Triggering Event with respect to a series of Notes if (a) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 2.2 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (2) notice of redemption of all of the Outstanding Notes of such series has been given pursuant to Article III hereof, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Outstanding Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

(6) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 2.2, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.2 by virtue of its compliance with such securities laws or regulations.

(7) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a series validly tender and do not withdraw such Notes in a Change of Control Offer or an Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all such Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Any redemption pursuant to this paragraph shall be made in compliance with Article III hereof.

10

ARTICLE III

REDEMPTION

Section 3.1 Optional Redemption.

(1) At its option at any time prior to Maturity, the Company may choose to redeem all or any portion of the Notes of each series, at once or from time to time, in accordance with the provisions of paragraph number 7 on the reverse of the relevant form of the Notes in Exhibit A-1 or A-2 hereto, as applicable. In addition, Notes may be redeemed as provided in clause (7) of Section 2.2 hereof.

(2) Any redemption pursuant to this Section 3.1 shall be made in accordance with the provisions of Article Twelve of the Base Indenture, except that with respect to redemptions of the Notes:

(a) The provision in Section 12.02 of the Base Indenture reading “at least 45 days prior to the Redemption Date fixed by the Company” shall be amended to read “at least 5 days prior to the giving of notice of a redemption”.

(b) The provision in Section 12.03 of the Base Indenture reading “(a) if the Notes are listed on an exchange, in compliance with the requirements of such exchange or (b) in such a fair and appropriate manner as the Trustee may select” shall be amended to read “(a) if the Securities of such series are listed on an exchange, in compliance with the requirements of such exchange or (b) if the Securities of such series are not so listed, then on a pro rata basis”.

(c) The provision in Section 12.04 of the Base Indenture reading “not less than 20 nor more than 60 days prior to the Redemption Date” shall be amended to read “not less than 10 nor more than 60 days prior to the Redemption Date”.

(d) Notwithstanding anything to the contrary in Article Twelve of the Base Indenture, any notice of redemption given with respect to the Notes of either series may, at the Company’s discretion, be conditioned upon the closing of another transaction, including a sale of securities or other financing, in each case as specified in the notice in reasonable detail. Notwithstanding Sections 12.05 or 12.06 of the Base Indenture, a notice of redemption that is subject to satisfaction or waiver of any conditions will be of no effect unless all conditions to the redemption have been satisfied on or before the Redemption Date or have been waived by the Company on or before the Redemption Date, and upon written notice by the Company to the Trustee that any conditions to a redemption have not been satisfied or waived on or prior to the Redemption Date, the notice of redemption shall be deemed revoked and shall be of no force or effect under the Indenture. The Company will provide notice to the Trustee of the satisfaction of all conditions as soon as practicable following such satisfaction and will provide written notice to the Trustee and the Holders of any failure to satisfy or waive such condition no later than the Redemption Date.    

11

ARTICLE IV

SUPPLEMENTAL INDENTURES

Section 4.1 Supplemental Indentures Without Consent of Holders.

With respect to the Notes, Section 9.01 of the Base Indenture is hereby amended, solely with respect to the Notes, to add the following clause (8) to the end of the initial paragraph and to substitute “; or” for the period at the end of clause (7):

“(8) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus supplement, dated September 14, 2020, or the “Description of Debt Securities” section of the Company’s base prospectus, dated November 16, 2018, in each case, relating to the initial offering of the Notes, to the extent that such provisions were intended to be a verbatim recitation of a provision of this Indenture or the Notes.

Section 4.2 Waivers or Supplemental Indentures With Consent of Holders.

With respect to the Notes, for the avoidance of doubt, notwithstanding any contrary provisions in Section 9.02 of the Base Indenture or any other provision of the Indenture, the Company’s obligation to make a Change of Control Offer with respect to either series of Notes pursuant to Section 2.2 hereof may be waived or modified or terminated, including by supplemental indenture pursuant to Section 9.02 of the Base Indenture, with the consent of the Holders of a majority in principal amount of the Notes of such series then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), whether before or after the occurrence of such Change of Control Triggering Event.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Definitions.

All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture. The following are additional definitions used in this Second Supplemental Indenture:

“2023 Notes” has the meaning set forth in the recitals hereto.

“2030 Notes” has the meaning set forth in the recitals hereto.

“Attributable Indebtedness,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value, discounted at the rate set forth or implicit in the terms of the lease included in such transaction, of the total obligations of the lessee for rental payments, other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended. In the case of any lease that is terminable by the lessee upon the payment of a penalty

12

or other termination payment, such amount shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated, in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated, or the amount determined assuming no such termination.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. For purposes of this definition, a Person shall not be deemed to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

“Capital Stock” of any Person means any and all shares, units, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into, or exchangeable for, such equity.

“Change of Control” means:

(1) any transaction as a result of which any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company (for the purposes of this clause (1), such person or group shall be deemed to Beneficially Own any Voting Stock of the Company held by a parent entity, if such person or group Beneficially Owns, directly or indirectly, more than 50% of the total voting power of the Voting Stock of such parent entity);

(2) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or

(3) the adoption by the shareholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the preceding, a Change of Control shall not be deemed to occur upon the consummation of any actions undertaken by the Company solely for the purpose of changing the Company’s legal structure. In addition, notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (1) above if (i) the Company becomes a direct or indirect wholly owned Subsidiary of a holding company and (ii) (A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that

13

transaction, or (B) (1) immediately following that transaction, the holders of the Company’s Voting Stock immediately prior to that transaction are the Beneficial Owners, directly or indirectly, of more than 50% of the Voting Stock of such holding company and (2) immediately following that transaction, no Person becomes the Beneficial Owner of Voting Stock representing 50% or more of the voting power of the total outstanding Voting Stock of such holding company.

“Change of Control Triggering Event” means, with respect to a series of Notes, the occurrence of both a Change of Control and a Rating Decline with respect to such Notes.

“Consolidated Adjusted Net Assets” means the total amount of assets of the Company and its Subsidiaries, less (i) all current liabilities (excluding the amount of those liabilities that are by their terms extendable or renewable at the Company’s option to a date more than 12 months after the date of calculation and excluding current maturities of long-term debt) and (ii) total prepaid expenses and deferred charges; all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Company and its Subsidiaries, for the most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles.

“Funded Debt” means any indebtedness of the Company or any of its Subsidiaries which would, in accordance with generally accepted accounting principles, be classified as long-term debt or finance lease obligations, but in any event including all indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities).

“Liens” means mortgages, liens, pledges, security interests or other encumbrances.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Notes” has the meaning set forth in the recitals hereto.

“Principal Property” means any of the Company’s or its Subsidiaries’ refineries in the United States, but not including (1) any refinery that in the Company’s opinion is not material to the Company’s and its Subsidiaries’ total business conducted as an entirety, (2) any portion of a particular property that is similarly found not to be material to the use or operation of such property, or (3) any transportation or marketing facilities or assets.

“Rating Agency” means each of S&P and Moody’s, or if S&P or Moody’s or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, shall be selected by the Company and substituted for S&P or Moody’s, or both, as the case may be.

“Rating Decline” shall be deemed to have occurred in relation to a series of Notes if, on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 30-day period following public notice of the occurrence of the Change of Control (which period shall be extended so long as the rating of such Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies and the other Rating Agency has either downgraded, or publicly announced that it is considering downgrading,

14

such Notes), each of the Rating Agencies decreases its rating of such Notes by one or more gradations (including gradations within categories as well as between rating categories) to a rating that is below its rating of such Notes on the day immediately prior to the earlier of (i) the date of the first public announcement of the possibility of a proposed transaction that would result in a Change of Control or (ii) the date that the possibility of such transaction is disclosed to either of the Rating Agencies. Notwithstanding the foregoing, if such Notes have an Investment Grade Rating by each of the Rating Agencies on the day immediately prior to the earlier of (i) the date of the first public announcement of the possibility of a proposed transaction that would result in a Change of Control or (ii) the date that the possibility of such transaction is disclosed to either of the Ratings Agencies, then “Rating Decline” means a decrease in the ratings of such Notes by one or more gradations (including gradations within categories as well as between rating categories) by each of the Rating Agencies such that the rating of such Notes by each of the Rating Agencies falls below an Investment Grade Rating no later than 30 days following public notice of the occurrence of the Change of Control (which 30-day period shall be extended so long as the rating of such notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies and the other Rating Agency has either downgraded, or publicly announced that it is considering downgrading, such Notes).

“S&P” means S&P Global Ratings, or any successor to the rating agency business thereof.

“Voting Stock” of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of members of such entity’s board of directors.

Section 5.2 Table of Contents, Headings, etc.

The table of contents and headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 5.3 Counterpart Originals.

The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto.

Section 5.4 Governing Law.

THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15

Section 5.5 U.S.A. PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Supplemental Indenture agree that they shall provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

Section 5.6 Certain Trustee Matters.

The recitals and statements contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or the Notes or the proper authorization or the due execution hereof or thereof by the Company. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.

* * *

16

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

HOLLYFRONTIER CORPORATION
By:	/s/ John Harrison
Name:	John Harrison
Title:	Vice President, Finance, Strategy and Treasurer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Patrick Giordano
Name:	Patrick Giordano
Title:	Vice President

17

Exhibit A-1

FORM OF 2023 NOTE

[FACE OF NOTE]

[THIS NOTE IS A GLOBAL SECURITY AS PROVIDED FOR IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] ^*

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]*

HOLLYFRONTIER CORPORATION

2.625% SENIOR NOTE DUE 2023

No. __________	$__________
REGISTERED	CUSIP No. ______

HOLLYFRONTIER CORPORATION, a Delaware corporation (the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received promises to pay to [Cede & Co.]* or registered assigns, the principal sum of _____________ Dollars [or such greater or lesser amount as indicated on the Schedule of Increases or Decreases in Book-Entry Note,]* on October 1, 2023.

Interest Payment Dates: April 1 and October 1

Regular Record Dates: March 15 and September 15

^*  To be included in a Book-Entry Note only.

A1-1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its duly authorized officers.

HOLLYFRONTIER CORPORATION

By:

Name:

Title:

ATTEST:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

Dated: _________________

A1-2

[REVERSE OF NOTE]

HOLLYFRONTIER CORPORATION

2.625% SENIOR NOTE DUE 2023

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of HOLLYFRONTIER CORPORATION, a Delaware corporation (the “Company”), issued under the Indenture hereinafter referred to and is one of a series of such debentures, notes or other evidences of indebtedness designated pursuant thereto as 2.625% Senior Notes due 2023 (herein, the “Notes”) of the Company.

1. Interest.

The Company promises to pay interest on the principal amount of this Note at the rate of 2.625% per annum (the “Initial Interest Rate”), subject to adjustment as provided below. The Company will pay interest semiannually in arrears on April 1 and October 1 of each year (each an “Interest Payment Date”) and on the Maturity of the Notes, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or, if no interest has been paid, from September 28, 2020; provided that if there is no existing Default in the payment of, or provisions for, interest, and if this Note is authenticated between a Regular Record Date referred to on the face hereof (whether or not a Business Day) and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be April 1, 2021. The interest so payable, and punctually paid or provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest as set forth on the face hereof; provided, however, that interest payable at Maturity of this Note will be payable to the Person to whom the principal hereof shall be payable. Any such interest which is so payable, but is not punctually paid or duly provided for on any Interest Payment Date, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

If the rating of the Notes from one or both of Moody’s or S&P (each, a “Rating Agency” or, if applicable, any Substitute Rating Agency (as defined below)) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the Notes will increase from Initial Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings:

Moody’s Rating*	Percentage
Ba1		0.25	%
Ba2		0.50	%
Ba3		0.75	%
B1 or below		1.00	%

A1-3

S&P Rating*	Percentage
BB+		0.25	%
BB		0.50	%
BB-		0.75	%
B+ or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

(a) if at any time less than two Rating Agencies provide a rating on the Notes for reasons not within the Company’s control (i) the Company will use commercially reasonable efforts to obtain a rating on the Notes from a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P, or both, as the case may be (a “Substitute Rating Agency”) for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the Initial Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

(b) for so long as only one Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Rating Agency shall be twice the applicable percentage set forth in the applicable table above;

(c) if both Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment;

A1-4

(d) if Moody’s or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating on the Notes, as the case may be;

(e) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Rating Agency;

(f) in no event will (i) the interest rate on the Notes be reduced to below the Initial Interest Rate on the Notes on the date of the initial issuance of the Notes or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the Initial Interest Rate payable on the Notes on the date of the initial issuance of the Notes; and

(g) subject to clauses (c) and (d) above, no adjustment in the interest rate on the Notes shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Notes.

If at any time the interest rate on the Notes has been adjusted upward and either of the Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the Initial Interest Rate plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to such Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will be decreased to the Initial Interest Rate.

Any interest rate increase or decrease described above will take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Rating Agency to occur will control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes.

The interest rate on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Rating Agency or Substitute Rating Agency) if such Notes become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook.

A1-5

If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes for all purposes under the Indenture or the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of the interest amounts due on the Notes. The Company will promptly notify the Trustee in writing if at any time the interest rate payable on the Notes becomes subject to such adjustment.

2. Method of Payment.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, New York, New York, or at such other offices or agencies maintained for such purpose as the Company may from time to time and in accordance with the Indenture designate, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that (i) payment of interest may, at the option of the Company, be made (subject to collection) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or, with respect to Notes evidenced by a Book-Entry Note, if appropriate wire transfer instructions to a U.S. dollar account maintained by the payee with a bank in the United States have been received in writing by the Trustee, not later than five Business Days prior to the record date for an applicable Interest Payment Date, be made by wire transfer of immediately available funds in accordance with such wire transfer instructions; and (ii) payment of the principal (and premium, if any) of this Note will be made upon surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, New York, New York or at such additional offices or agencies maintained for such purpose as the Company may from time to time and in accordance with the Indenture designate.

3. Paying Agent and Registrar.

Initially, Wells Fargo Bank, National Association will, at its Corporate Trust Office, act as the Company’s office or agency where the Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and the Indenture may be served. The Corporate Trust Office is currently located at 1 Independent Drive, Suite 620, Jacksonville, Florida 32202.

4. Indenture.

Reference is made hereby to (i) the Indenture dated as of March 22, 2016 (the “Base Indenture”) between the Company as issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and (ii) the Second Supplemental Indenture thereto dated as of September 28, 2020 (the “Second Supplemental Indenture”), between the Company and the Trustee, providing for the issuance of the Notes and the 2030 Notes as defined therein. The Base Indenture,

A1-6

as amended and supplemented by the Second Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” The terms of the Notes include those stated in the Indenture (including terms defined therein, which terms when used but not defined herein, unless the context requires otherwise, shall have the meanings assigned to such terms in the Indenture) and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of execution of the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.

The Notes are unsecured general obligations of the Company initially limited to $350,000,000 in aggregate principal amount and will rank on a parity with all other unsubordinated indebtedness of the Company; provided, however, that the authorized aggregate principal amount of the Notes may be increased above such amount as provided in the Indenture. The Indenture provides for the issuance of other series of debentures, notes and other evidences of indebtedness (including the Notes, the “Securities”) thereunder.

5. Denominations; Transfer; Exchange.

The Notes are to be issued in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer of, or exchange, Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges and fees required by law or permitted by the Indenture. The Company hereby irrevocably undertakes to the Holder hereof to exchange this Note in accordance with the terms of the Indenture without service charge.

6. Person Deemed Owner.

The registered Holder of a Note may be treated as the owner of such Note for all purposes.

7. Optional Redemption.

The Notes are redeemable, in whole or in part, at the option of the Company at any time or from time to time prior to Stated Maturity. With respect to any such redemption, the Redemption Price will equal the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Redemption Date).

For purposes of determining the redemption price, the following definitions will apply:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (the “Remaining Life”), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.

A1-7

“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means each of BofA Securities, Inc., Citigroup Global Markets Inc., a Primary Treasury Dealer (defined below) selected by MUFG Securities Americas Inc., and TD Securities (USA) LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity or interpolated yield (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated by the Quotation Agent on the third business day preceding the Redemption Date.

Any such redemption may, at the discretion of the Company, be conditioned upon the closing of another transaction, including a sale of securities or other financing, in each case as specified in the notice in reasonable detail. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred on or before the Redemption Date or have been waived by the Company on or before the Redemption Date. The Company will provide notice of the satisfaction of all conditions as soon as practicable following occurrence of the conditions. The Company will provide notice of any waiver of a condition or failure to meet such condition no later than the Redemption Date.

The Company will mail or deliver a notice of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select the Notes to be redeemed in accordance with the provisions of Section 12.03 of the Indenture.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.

A1-8

8. Change of Control Trigger Event. If a Change of Control Triggering Event occurs with respect to the Notes, the Company may be obligated to offer to purchase all outstanding Notes as provided in the Indenture.

9. Amendment; Supplement; Waiver.

Subject to certain exceptions and limitations set forth in the Indenture, the Indenture may be supplemented with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, and any past default under the Indenture with respect to the Notes, and its consequences, may be waived by the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may supplement the Indenture for certain purposes, as provided in the Indenture.

A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series.

10. Defaults and Remedies.

If any Event of Default with respect to the Notes at any time outstanding occurs and is continuing (other than an Event of Default with respect to certain events of bankruptcy, insolvency or reorganization in respect of the Company as specified in the Indenture), either the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare the principal amount of all of the Notes to be due and payable immediately. If an Event of Default relating to such events of bankruptcy, insolvency or reorganization occurs, such amount shall ipso facto become immediately due and payable. At any time after a declaration or occurrence of acceleration with respect to the Notes has been made, but before a judgment or decree based on such acceleration has been obtained, the Event of Default giving rise to such declaration of acceleration shall, under certain circumstances, be deemed to have been waived, and such declaration and its consequences shall be deemed to have been rescinded and annulled.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium (if any) or interest) if in good faith it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

A1-9

11. Discharge Prior to Maturity.

The Indenture shall be satisfied and discharged and the Notes canceled upon the payment of all Notes and, as provided in Article Four of the Indenture, shall be satisfied and discharged except for certain obligations upon the irrevocable deposit with the Trustee of funds sufficient for such payment.

12. Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates or any subsidiary of the Company’s Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not the Trustee.

13. Authentication.

This Note shall not be valid until authenticated by the manual signature of an authorized signer of the Trustee.

14. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed thereon.

A1-10

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM –	as tenants in common	UNIF GIFT MIN ACT – _________________
		(Cust.)
TEN ENT –	as tenants by entireties	Custodian for: ________________________
		(Minor)
		under Uniform Gifts to
JT TEN –	as joint tenants with right of survivorship and not as tenants in common	Minors Act of _________________________ (State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE                ______________________________

Please print or type name and address including postal zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated
	Signature of Registered Holder

Signature Guarantee:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-11

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 2.2 of the Second Supplemental Indenture, check the box:  ☐

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 2.2 of the Second Supplemental Indenture, state the amount you elect to have purchased (in the minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof):

$ __________

Date:_____________________

Your Signature: _____________________________________________

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: _______________________

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-12

SCHEDULE OF INCREASES OR DECREASES

IN BOOK-ENTRY NOTE^*

The following increases or decreases in the principal amount of this Book-Entry Note have been made:

Date of Change Amount of Decrease in Principal Amount of this Book-Entry Note Amount of Increase in Principal Amount of this Book-Entry Note Principal Amount of this Book-Entry Note following
such Decrease
(or Increase) Signature of Authorized Signatory of Trustee or Depository

^*  To be included in a Book-Entry Note only.

A1-13

Exhibit A-2

FORM OF 2030 NOTE

[FACE OF NOTE]

[THIS NOTE IS A GLOBAL SECURITY AS PROVIDED FOR IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] ^*

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]*

HOLLYFRONTIER CORPORATION

4.500% SENIOR NOTE DUE 2030

No. __________	$__________
REGISTERED	CUSIP No. ______

HOLLYFRONTIER CORPORATION, a Delaware corporation (the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received promises to pay to [Cede & Co.]* or registered assigns, the principal sum of _____________ Dollars [or such greater or lesser amount as indicated on the Schedule of Increases or Decreases in Book-Entry Note,]* on October 1, 2030.

Interest Payment Dates: April 1 and October 1

Regular Record Dates: March 15 and September 15

^*  To be included in a Book-Entry Note only.

A2-1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its duly authorized officers.

HOLLYFRONTIER CORPORATION

By:

Name:

Title:

ATTEST:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL
ASSOCIATION,
	as Trustee
By:
Name:
Title:

Dated: ________________________

A2-2

[REVERSE OF NOTE]

HOLLYFRONTIER CORPORATION

4.500% SENIOR NOTE DUE 2030

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of HOLLYFRONTIER CORPORATION, a Delaware corporation (the “Company”), issued under the Indenture hereinafter referred to and is one of a series of such debentures, notes or other evidences of indebtedness designated pursuant thereto as 4.500% Senior Notes due 2030 (herein, the “Notes”) of the Company.

1. Interest.

The Company promises to pay interest on the principal amount of this Note at the rate of 4.500% per annum (the “Initial Interest Rate”), subject to adjustment as provided below. The Company will pay interest semiannually in arrears on April 1 and October 1 of each year (each an “Interest Payment Date”) and on the Maturity of the Notes, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or, if no interest has been paid, from September 28, 2020; provided that if there is no existing Default in the payment of, or provisions for, interest, and if this Note is authenticated between a Regular Record Date referred to on the face hereof (whether or not a Business Day) and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be April 1, 2021. The interest so payable, and punctually paid or provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest as set forth on the face hereof; provided, however, that interest payable at Maturity of this Note will be payable to the Person to whom the principal hereof shall be payable. Any such interest which is so payable, but is not punctually paid or duly provided for on any Interest Payment Date, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

If the rating of the Notes from one or both of Moody’s or S&P (each, a “Rating Agency” or, if applicable, any Substitute Rating Agency (as defined below)) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the Notes will increase from Initial Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings:

Moody’s Rating*	Percentage
Ba1		0.25	%
Ba2		0.50	%
Ba3		0.75	%
B1 or below		1.00	%

A2-3

S&P Rating*	Percentage
BB+		0.25	%
BB		0.50	%
BB-		0.75	%
B+ or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

(a) if at any time less than two Rating Agencies provide a rating on the Notes for reasons not within the Company’s control (i) the Company will use commercially reasonable efforts to obtain a rating on the Notes from a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P, or both, as the case may be (a “Substitute Rating Agency”) for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the Initial Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

(b) for so long as only one Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Rating Agency shall be twice the applicable percentage set forth in the applicable table above;

(c) if both Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment;

A2-4

(d) if Moody’s or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating on the Notes, as the case may be;

(e) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Rating Agency;

(f) in no event will (i) the interest rate on the Notes be reduced to below the Initial Interest Rate on the Notes on the date of the initial issuance of the Notes or (ii) the total increase in the Initial Interest Rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of the initial issuance of the Notes; and

(g) subject to clauses (c) and (d) above, no adjustment in the interest rate on the Notes shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Notes.

If at any time the interest rate on the Notes has been adjusted upward and either of the Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the Initial Interest Rate plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to such Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will be decreased to the Initial Interest Rate.

Any interest rate increase or decrease described above will take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Rating Agency to occur will control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes.

The interest rate on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Rating Agency or Substitute Rating Agency) if such Notes become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook.

A2-5

If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes for all purposes under the Indenture or the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of the interest amounts due on the Notes. The Company will promptly notify the Trustee in writing if at any time the interest rate payable on the Notes becomes subject to such adjustment.

2. Method of Payment.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, New York, New York, or at such other offices or agencies maintained for such purpose as the Company may from time to time and in accordance with the Indenture designate, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that (i) payment of interest may, at the option of the Company, be made (subject to collection) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or, with respect to Notes evidenced by a Book-Entry Note, if appropriate wire transfer instructions to a U.S. dollar account maintained by the payee with a bank in the United States have been received in writing by the Trustee, not later than five Business Days prior to the record date for an applicable Interest Payment Date, be made by wire transfer of immediately available funds in accordance with such wire transfer instructions; and (ii) payment of the principal (and premium, if any) of this Note will be made upon surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, New York, New York or at such additional offices or agencies maintained for such purpose as the Company may from time to time and in accordance with the Indenture designate.

3. Paying Agent and Registrar.

Initially, Wells Fargo Bank, National Association will, at its Corporate Trust Office, act as the Company’s office or agency where the Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and the Indenture may be served. The Corporate Trust Office is currently located at 1 Independent Drive, Suite 620, Jacksonville, Florida 32202.

4. Indenture.

Reference is made hereby to (i) the Indenture dated as of March 22, 2016 (the “Base Indenture”) between the Company as issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and (ii) the Second Supplemental Indenture thereto dated as of September 28, 2020 (the “Second Supplemental Indenture”), between the Company and the Trustee, providing for the issuance of the Notes and the 2023 Notes as defined therein. The Base Indenture,

A2-6

as amended and supplemented by the Second Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” The terms of the Notes include those stated in the Indenture (including terms defined therein, which terms when used but not defined herein, unless the context requires otherwise, shall have the meanings assigned to such terms in the Indenture) and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of execution of the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.

The Notes are unsecured general obligations of the Company initially limited to $400,000,000 in aggregate principal amount and will rank on a parity with all other unsubordinated indebtedness of the Company; provided, however, that the authorized aggregate principal amount of the Notes may be increased above such amount as provided in the Indenture. The Indenture provides for the issuance of other series of debentures, notes and other evidences of indebtedness (including the Notes, the “Securities”) thereunder.

5. Denominations; Transfer; Exchange.

The Notes are to be issued in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer of, or exchange, Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges and fees required by law or permitted by the Indenture. The Company hereby irrevocably undertakes to the Holder hereof to exchange this Note in accordance with the terms of the Indenture without service charge.

6. Person Deemed Owner.

The registered Holder of a Note may be treated as the owner of such Note for all purposes.

7. Optional Redemption.

The Notes are redeemable, in whole or in part, at the option of the Company at any time or from time to time prior to Stated Maturity.

If the Notes are redeemed at any time prior to the Par Call Date (as defined below), the Notes will be redeemed at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been made if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Redemption Date).

A2-7

If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Redemption Date).

For purposes of determining the redemption price, the following definitions will apply:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were the Par Call Date (the “Remaining Life”), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.

“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such redemption date.

“Par Call Date” means July 1, 2030.

“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means each of BofA Securities, Inc., Citigroup Global Markets Inc., a Primary Treasury Dealer (defined below) selected by MUFG Securities Americas Inc., and TD Securities (USA) LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity or interpolated yield (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated by the Quotation Agent on the third business day preceding the Redemption Date.

Any such redemption may, at the discretion of the Company, be conditioned upon the closing of another transaction, including a sale of securities or other financing, in each case as specified in the notice in reasonable detail. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred on or before the Redemption Date or have been waived by the Company on or before the Redemption Date. The Company will provide notice of the satisfaction of all conditions as soon as practicable following occurrence of the conditions. The Company will provide notice of any waiver of a condition or failure to meet such condition no later than the Redemption Date.

A2-8

The Company will mail or deliver a notice of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select the Notes to be redeemed in accordance with the provisions of Section 12.03 of the Indenture.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.

8. Change of Control Trigger Event. If a Change of Control Triggering Event occurs with respect to the Notes, the Company may be obligated to offer to purchase all outstanding Notes as provided in the Indenture.

9. Amendment; Supplement; Waiver.

Subject to certain exceptions and limitations set forth in the Indenture, the Indenture may be supplemented with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, and any past default under the Indenture with respect to the Notes, and its consequences, may be waived by the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may supplement the Indenture for certain purposes, as provided in the Indenture.

A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series.

10. Defaults and Remedies.

If any Event of Default with respect to the Notes at any time outstanding occurs and is continuing (other than an Event of Default with respect to certain events of bankruptcy, insolvency or reorganization in respect of the Company as specified in the Indenture), either the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare the principal amount of all of the Notes to be due and payable immediately. If an Event of Default relating to such events of bankruptcy, insolvency or reorganization occurs, such amount shall ipso facto become immediately due and payable. At any time after a declaration or occurrence of acceleration with respect to the Notes has been made, but before a judgment or decree based on such acceleration has been obtained, the Event of Default giving rise to such declaration of acceleration shall, under certain circumstances, be deemed to have been waived, and such declaration and its consequences shall be deemed to have been rescinded and annulled.

A2-9

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium (if any) or interest) if in good faith it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

11. Discharge Prior to Maturity.

The Indenture shall be satisfied and discharged and the Notes canceled upon the payment of all Notes and, as provided in Article Four of the Indenture, shall be satisfied and discharged except for certain obligations upon the irrevocable deposit with the Trustee of funds sufficient for such payment.

12. Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates or any subsidiary of the Company’s Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not the Trustee.

13. Authentication.

This Note shall not be valid until authenticated by the manual signature of an authorized signer of the Trustee.

14. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed thereon.

A2-10

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM –	as tenants in common	UNIF GIFT MIN ACT – _________________
		(Cust.)
TEN ENT –	as tenants by entireties	Custodian for: ________________________
		(Minor)
		under Uniform Gifts to
JT TEN –	as joint tenants with right of survivorship and not as tenants in common	Minors Act of _________________________ (State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE                __________________________

Please print or type name and address including postal zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated
	Signature of Registered Holder

Signature Guarantee:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-11

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 2.2 of the Second Supplemental Indenture, check the box: ☐

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 2.2 of the Second Supplemental Indenture, state the amount you elect to have purchased (in the minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof):

$ __________

Date:_______________________

Your Signature: _____________________________________________

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: _______________________

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-12

SCHEDULE OF INCREASES OR DECREASES

IN BOOK-ENTRY NOTE^*

The following increases or decreases in the principal amount of this Book-Entry Note have been made:

Date of Change Amount of Decrease in Principal Amount of this
Book-Entry Note Amount of Increase in Principal Amount of this Book-Entry Note Principal Amount of this Book-Entry Note
following such Decrease (or Increase) Signature of Authorized Signatory of Trustee or Depository

^*  To be included in a Book-Entry Note only.

A2-13

EX-5.1

Exhibit 5.1

September 28, 2020

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Re: 2.625% Notes due 2023 and 4.500% Notes due 2030

Dear Ladies and Gentlemen:

We have acted as counsel for HollyFrontier Corporation, a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933 (the “Securities Act”) of the offer and sale by the Company of $350,000,000 aggregate principal amount of 2.625% Notes due 2023 and $400,000,000 4.500% Notes due 2030 (together, the “Notes”), pursuant to the Underwriting Agreement, dated September 14, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, for themselves and as representatives of the underwriters party thereto (the “Underwriters”).

The Notes have been offered for sale pursuant to a prospectus supplement, dated September 14, 2020, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on September 14, 2020, to the prospectus, dated November 16, 2018 (as amended and supplemented by the prospectus supplement, the “Prospectus”), that constitutes a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-228429), filed with the Commission on November 16, 2018 (the “Registration Statement”), which Registration Statement became effective upon filing. The Notes will be issued under an indenture, dated as of March 22, 2016 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of September 28, 2020, between the Company and the Trustee (the “Second Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (ii) certain resolutions adopted by the Board of Directors of the Company, (iii) certain resolutions adopted by the Pricing Committee of the Board of Directors of the Company, (iv) the Registration Statement, (v) the Prospectus, (vi) the Base Indenture and Second Supplemental Indenture and (vii) such other certificates, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.

Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London New York Richmond Riyadh San Francisco Tokyo Washington Trammell Crow Center, 2001 Ross Avenue, Suite 3900
Dallas, TX 75201-2975 Tel +1.214.220.7700 Fax +1.214.220.7716 velaw.com

HollyFrontier Corporation September 28, 2020 Page 2

As to any facts material to the opinions contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents we reviewed is true, correct and complete, (ii) all signatures on all documents we reviewed are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof, (v) all persons executing and delivering the documents we examined were competent to execute and deliver such documents, (vi) all Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Prospectus and the Registration Statement, (vii) the Underwriting Agreement has been duly authorized and validly executed and delivered by the Underwriters and (viii) the Indenture was duly authorized, executed, and delivered by the Trustee.

Based upon such examination and review and the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Notes have been duly authorized, executed and issued by the Company and, assuming that the Notes have been duly authenticated by the Trustee, they constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as that enforcement is subject to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally, and general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), and are entitled to the benefits of the Base Indenture, as amended and supplemented by the Second Supplemental Indenture.

This opinion is limited in all respects to the laws of the States of New York and the federal laws of the United States of America, and we do not express any opinion as to the laws of any other jurisdiction.

This opinion letter may be filed as an exhibit to the Registration Statement. We also consent to the reference to this firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ VINSON & ELKINS L.L.P.

XML

Document and Entity Information	Sep. 28, 2020
Cover [Abstract]
Entity Registrant Name	HollyFrontier Corp
Amendment Flag	false
Entity Central Index Key	0000048039
Document Type	8-K
Document Period End Date	Sep. 28, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-03876
Entity Tax Identification Number	75-1056913
Entity Address, Address Line One	2828 N. Harwood
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	871-3555
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	HFC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false