10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 1-11442

CHART INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	34-1712937
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio 44125 (Address of Principal Executive Offices) (ZIP Code)

Registrant’s Telephone Number, Including Area Code: (440) 753-1490

NOT APPLICABLE (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o          Accelerated filer o          Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o   No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ   No o

At July 31, 2007, there were 27,556,263 outstanding shares of the Company’s Common Stock, par value $0.01 per share.

CHART INDUSTRIES, INC.

INDEX

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006		3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006		4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006		5
	Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28
Part II. Other Information
Item 1A.	Risk Factors		29
Item 4.	Submission of Matters to a Vote of Security Holders		29
Item 6.	Exhibits		30
Signatures			31
EX-3.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	June 30,		December 31,
	2007		2006
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	14,276	$	18,854
Accounts receivable, net		92,951		76,762
Inventories, net		82,864		72,857
Unbilled contract revenue		22,024		32,993
Other current assets		31,059		26,085
Assets held for sale		3,084		3,084
Total Current Assets		246,258		230,635
Property, plant and equipment, net		92,094		85,723
Goodwill		247,000		247,144
Identifiable intangible assets, net		140,952		146,623
Other assets, net		13,512		14,750
TOTAL ASSETS	$	739,816	$	724,875
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	50,482	$	48,031
Customer advances and billings in excess of contract revenue		48,388		45,200
Accrued expenses and other current liabilities		37,117		45,260
Short-term debt		—		750
Total Current Liabilities		135,987		139,241
Long-term debt		250,000		290,000
Other long-term liabilities		72,404		75,900
Shareholders’ Equity
Common stock, par value $.01 per share — 150,000,000 shares authorized, 27,548,431 and 25,588,043 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively		275		256
Additional paid-in capital		232,229		185,567
Retained earnings		42,015		26,389
Accumulated other comprehensive income		6,906		7,522
		281,425		219,734
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	739,816	$	724,875

The balance sheet at December 31, 2006 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars and shares in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Sales	$	167,587		$	129,367		$	320,050		$	250,207
Cost of sales		116,329			93,254			228,933			177,107
Gross profit		51,258			36,113			91,117			73,100
Selling, general and administrative expenses		28,753			17,693			48,198			35,155
Amortization expense		2,640			3,528			5,668			7,104
Employee separation and plant closure costs		50			69			149			231
Loss on disposal of assets, net		66			—			66			—
		31,509			21,290			54,081			42,490
Operating income		19,749			14,823			37,036			30,610
Other expenses (income):
Interest expense, net		5,958			6,586			12,304			13,131
Financing costs amortization		416			369			820			739
Foreign currency expense (income)		643			(3	)		289			(151	)
		7,017			6,952			13,413			13,719
Income from operations before income taxes and minority interest		12,732			7,871			23,623			16,891
Income tax expense		4,343			2,510			8,056			5,490
Income from operations before minority interest		8,389			5,361			15,567			11,401
Minority interest, net of taxes		(59	)		53			(59	)		47
Net income	$	8,448		$	5,308		$	15,626		$	11,354
Net income per common share — basic	$	0.32		$	0.56		$	0.60		$	1.30
Net income per common share — diluted	$	0.32		$	0.50		$	0.60		$	1.20
Weighted average number of common shares outstanding — basic		26,126			9,540			25,865			8,746
Weighted average number of common shares outstanding — diluted		26,588			10,636			26,199			9,461

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Six Months Ended
	June 30,
	2007			2006
OPERATING ACTIVITIES
Net income	$	15,626		$	11,354
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,174			9,606
Employee stock and stock option related compensation expense		7,864			752
Financing costs amortization		820			739
Other non-cash operating activities		265			(78	)
Increase (decrease) in cash resulting from changes in operating assets and liabilities:
Accounts receivable		(16,445	)		(2,107	)
Inventory		(10,001	)		(1,242	)
Unbilled contract revenues and other current assets		5,260			(16,189	)
Accounts payable and other current liabilities		(7,330	)		(765	)
Customer advances and billings in excess of contract revenue		3,143			14,346
Net Cash Provided By Operating Activities		8,376			16,416
INVESTING ACTIVITIES
Capital expenditures		(10,591	)		(7,240	)
Acquisition of business, net of cash acquired		—			(15,858	)
Acquisition of minority interest and other assets		(1,649	)		(188	)
Net Cash Used In Investing Activities		(12,240	)		(23,286	)
FINANCING ACTIVITIES
Net payments on revolving credit facilities or short-term debt		(750	)		(2,350	)
Principal payments on long-term debt		(40,000	)		(30,000	)
Proceeds from exercise of warrants and options		—			39,237
Proceeds from secondary stock offering, net		38,061			—
Contributions from joint venture partners		1,328			—
Other financing activities		452			—
Net Cash (Used In) Provided By Financing Activities		(909	)		6,887
Net (decrease) increase in cash and cash equivalents		(4,773	)		17
Effect of exchange rate changes on cash		195			254
Cash and cash equivalents at beginning of period		18,854			11,326
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,276		$	11,597

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007

(Dollars and shares in thousands, except per share amounts)

NOTE A — Basis of Preparation

     The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

     Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Investments in affiliates where the Company’s ownership is between 20 percent and 50 percent, or where the Company does not have control, but has the ability to exercise significant influence over operations or financial policy, are accounted for under the equity method.

     Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

     Nature of Operations: The Company is a leading global supplier of standard and custom-engineered products and systems serving a wide variety of low-temperature and cryogenic applications. The Company has developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero. The majority of the Company’s products, including vacuum-insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid-gas supply chain for the purification, liquefaction, distribution, storage and end-use of industrial gases and hydrocarbons. The Company has domestic operations located in eight states, including its principal executive offices located in Garfield Heights, Ohio, and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom.

     Basis of Presentation: On June 12, 2007, the Company completed a secondary stock offering of 12,612,513 shares. The secondary shares were sold by FR X Chart Holdings LLC and certain members of the Company’s management. As part of the shares sold by members of management, 42,421 stock options were exercised in conjunction with the offering. The option of 1,891,876 shares to cover over-allotments granted by the Company to the underwriters was exercised in full. The net proceeds of $38,061 received by the Company from the exercise of the over-allotment option were used to make a voluntary principal payment under the term loan portion of the senior secured credit facility. The consolidated financial statements have been adjusted for the three and six months ended June 30, 2006 to give effect to the 4.6263-for-one stock split of the Company’s common stock that occurred on July 20, 2006, and related adjustments to its capital structure and stock options that were effected upon the completion of the Company’s initial public offering (“IPO”) on July 31, 2006.

     Reclassifications: Certain prior year amounts have been reclassified to conform to the current year presentation.

     Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The components of inventory are as follows:

	June 30,		December 31,
	2007		2006
Raw materials and supplies	$	41,680	$	32,404
Work in process		24,105		20,974
Finished goods		17,079		19,479
	$	82,864	$	72,857

     Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement, and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, vacuum-insulated pipe, liquefied natural gas fueling stations and engineered tanks, the Company uses the percentage of completion method of accounting. Earned revenue is based on the percentage that incurred costs to date bear to total estimated costs at completion after giving effect to the most current estimates. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected

6

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE A — Basis of Preparation — Continued

to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion. Timing of amounts billed on contracts varies from contract to contract and could cause a significant variation in working capital requirements.

          Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company records warranty expense in cost of sales. The changes in the Company’s consolidated warranty reserve during the three and six months ended June 30, 2007 and 2006 are as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Beginning balance	$	4,962		$	3,760		$	4,765		$	3,598
Warranty expense		1,165			836			1,683			1,711
Warranty usage		(774	)		(390	)		(1,095	)		(1,103	)
Ending balance	$	5,353		$	4,206		$	5,353		$	4,206

          Goodwill and Other Intangible Assets: In accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill or other indefinite lived intangible assets, but reviews them at least annually for impairment using a measurement date of October 1st. The Company amortizes intangible assets that have finite useful lives.

     SFAS No. 142 requires that goodwill and other indefinite lived intangible assets be tested for impairment at the reporting unit level on an annual basis. Under SFAS No. 142, a company determines the fair value of any indefinite lived intangible assets, compares the fair value to its carrying value and records an impairment loss if the carrying value exceeds its fair value. Goodwill is tested utilizing a two-step approach. After recording any impairment losses for indefinite lived intangible assets, a company is required to determine the fair value of each reporting unit and compare the fair value to its carrying value, including goodwill, of such reporting unit (step one). If the fair value exceeds the carrying value, no impairment loss would be recognized. If the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit may be impaired. The amount of the impairment, if any, would then be measured in step two, which compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.

     The following table displays the gross carrying amount and accumulated amortization for all intangible assets.

			June 30, 2007					December 31, 2006
			Gross					Gross
	Estimated		Carrying		Accumulated			Carrying		Accumulated
	Useful Life		Amount		Amortization			Amount		Amortization
Finite-lived assets:
Unpatented technology	9 years		$	9,400	$	(1,929	)	$	9,400	$	(1,364	)
Patents	10 years			8,138		(1,774	)		8,138		(1,287	)
Product names	14 years			2,580		(360	)		2,580		(255	)
Backlog	14 months			6,720		(6,720	)		6,720		(6,336	)
Non-compete agreements	3 years			3,474		(1,414	)		3,474		(977	)
Customer relations	13 years			101,066		(12,317	)		101,066		(8,647	)
Other		—		60		(32	)		60		(9	)
			$	131,438	$	(24,546	)	$	131,438	$	(18,875	)
Indefinite-lived intangible assets:
Goodwill			$	247,000				$	247,144
Trademarks and trade names				34,060					34,060
			$	281,060				$	281,204

7

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE A — Basis of Preparation — Continued

Amortization expense for finite-lived intangible assets was $2,640 and $3,528 for the three months ended June 30, 2007 and 2006, respectively, and $5,668 and $7,096 for the six months ended June 30, 2007 and 2006, respectively. Amortization expense is estimated to be approximately $10,900 for 2007 and $9,800 for fiscal years 2008 through 2012.

     Employee Stock Options: The Company adopted SFAS No. 123(R) “Share-Based Payments”, using the modified prospective method, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

     As of June 30, 2007 and 2006, there were 839 and 861 time-based options and 1,269 and 1,581 performance-based options outstanding under the Amended and Restated 2005 Stock Incentive Plan (“Stock Incentive Plan”), respectively. For the three months ended June 30, 2007 and 2006, the Company recorded $1,240 and $431, respectively, and $1,534 and $752 for the six months ended June 30, 2007 and 2006, respectively, in compensation expense related to the time-based options. As of June 30, 2007, the total share-based compensation expected to be recognized over the weighted average period of approximately 3.9 years is $2,382. On June 12, 2007, the Company completed its secondary stock offering in which First Reserve Fund X, L.P. achieved a return on its investment that caused 82% of the performance-based options to vest as specified in the Stock Incentive Plan. As a result of the vesting of the performance-based options, the Company recorded $6,157 in stock-based compensation expense in the second quarter of 2007.

     In May 2007, the Company granted restricted stock units covering 9 shares of common stock to non-employee directors. Each of the 5 grants has a fair market value of $40 on the date of grant. In 2006, the Company granted restricted stock units covering 16 shares of common stock to non-employee directors. Each of the six grants of restricted stock units had a fair market value of $40 on the date of grant. Restricted stock units for 3 shares were forfeited in the first quarter of 2007 upon the resignation of a director. The remaining restricted stock units are expected to fully vest on the first anniversary of the date of grant or earlier in the event of a “change in control” as such term is defined in the Stock Incentive Plan, to the extent the grant is not forfeited upon early resignation of a director. For the three and six months ended June 30, 2007, the Company recorded $71 and $130, respectively, in director compensation expense related to the restricted stock units.

     Recently Issued Accounting Pronouncements: In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157) which is effective for fiscal years beginning after November 15, 2007. SFAS No. 157 defines fair value to be applied to U.S. GAAP guidance requiring use of fair value, establishes a framework for measuring fair value and expands the disclosure requirements for fair value measurements. The Company is currently evaluating the impact of SFAS No. 157 on its financial position and results of operations.

     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Pension Benefit Plans and Other Postretirement Plans”. This statement requires recognition on the balance sheet of the underfunded or overfunded status of pension and postretirement benefit plans. SFAS No. 158 also requires the recognition of changes in the funded status through other comprehensive income in the year that the changes occur. The amount of net periodic benefit cost recognized in an entity’s results of operation will not change. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year end balance sheet is effective for fiscal years ending after December 15, 2008. The Company adopted SFAS No. 158 as of December 31, 2006. The adoption of the statement had no effect on our financial position, results of operations, liquidity or cash flows.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 159 on its financial position and results of operations.

NOTE B — Debt and Credit Arrangements

     The Company has a senior secured credit facility (the “Senior Credit Facility”) and $170,000 of 9¹/8 % senior subordinated notes (the “Subordinated Notes”) outstanding. The Senior Credit Facility consists of a $180,000 term loan facility (the “Term Loan”) and a $115,000 revolving credit facility (the “Revolver”), of which $55,000 may be used for letters of credit extending beyond one year from their date of issuance. The Term Loan matures on October 17, 2012 and the Revolver matures on October 17, 2010. The Term Loan does not require any scheduled principal payments prior to the maturity date. The interest rate under the Senior Credit Facility is, at the Company’s option, the Alternative Base Rate (“ABR”) plus 1.0% or LIBOR plus 2.0% on the Term Loan and ABR plus 1.5% or LIBOR plus 2.5% on the Revolver. The applicable interest margin on the Revolver could decrease based upon the leverage ratio calculated at each fiscal quarter end. In addition, the Company is required to pay an annual administrative fee of $100, a commitment fee of 0.5% on the unused Revolver balance, a letter of credit participation fee of 2.5% per annum on the letter of credit exposure and a

8

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE B — Debt and Credit Arrangements — Continued

letter of credit issuance fee of 0.25%. The obligations under the Senior Credit Facility are secured by substantially all of the assets of the Company and its U.S. subsidiaries and 65% of the capital stock of the Company’s non-U.S. subsidiaries.

     The Subordinated Notes are due in 2015 with interest payable semi-annually on April 15th and October 15th. The registration rights agreement required the Company to file an Exchange Offer Registration Statement and complete the exchange offer for the Subordinated Notes by August 14, 2006. Since the exchange offer was not completed when required, additional interest at a rate of 0.50% was incurred for the 90-day period commencing November 12, 2006 and additional interest at a rate of 0.75% was incurred for the 90-day period commencing February 10, 2007. The exchange offer was completed on April 6, 2007 and this additional interest ceased accruing as of that date. Any of the Subordinated Notes may be redeemed solely at the Company’s option beginning on October 15, 2010. The initial redemption price is 104.563% of the principal amount, plus accrued interest. Also, any of the notes may be redeemed solely at the Company’s option at any time prior to October 15, 2010, plus accrued interest and a “make-whole” premium. In addition, before October 15, 2008, up to 35% of the Subordinated Notes may be redeemed solely at the Company’s option at a price of 109.125% of the principal amount, plus accrued interest, using the proceeds from the sales of certain kinds of capital stock. The Subordinated Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company, including the Senior Credit Facility, pari passu in right of payment with all future senior subordinated indebtedness of the Company, and senior in right of payment with any future indebtedness of the Company that expressly provides for its subordination to the Subordinated Notes. The Subordinated Notes are unconditionally guaranteed jointly and severally by substantially all of the Company’s U.S. subsidiaries.

     The Senior Credit Facility agreement and provisions of the indenture governing the Subordinated Notes contain a number of customary covenants, including but not limited to restrictions on the Company’s ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions, engage in mergers or consolidations, pay dividends or distributions, and make capital expenditures. The Senior Credit Facility and indenture governing the Subordinated Notes also include financial covenants relating to leverage, interest coverage and fixed charge coverage ratios. The Company is in compliance with all covenants. In June 2007, the Company made a $40,000 voluntary principal payment under the Term Loan portion of the Senior Credit Facility primarily with proceeds received from the exercise of the underwriters’ over-allotment option in conjunction with the Company’s secondary stock offering. As of June 30, 2007, there was $80,000 outstanding under the Term Loan, $170,000 outstanding under the Subordinated Notes and letters of credit and bank guarantees totaling $26,997 supported by the Revolver.

     Chart Ferox a.s. (“Ferox”), a wholly-owned subsidiary of the Company based in the Czech Republic, maintains secured revolving credit facilities with borrowing capacity, including overdraft protection, of up to $9,600, of which $4,400 is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in Czech Korunas, Euros and U.S. dollars. Borrowings in Korunas are at PRIBOR, borrowings in Euros are at EUROBOR and borrowings in U.S. dollars are at LIBOR, each with a fixed margin of 0.6 percent. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facilities in respect to the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75% on the face amount of each guarantee. Ferox’s land and buildings and accounts receivable secure $4,600 and $2,500, respectively, of the revolving credit facilities. As of June 30, 2007, there were no borrowings outstanding under the Ferox revolving credit facilities. However, there were $2,256 of bank guarantees supported by the Ferox revolving credit facilities.

9

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE C — Earnings per Share

     The following table presents calculations of net income per share of common stock for the three and six months ended June 30, 2007 and 2006:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
Net income (1)	$	8,448	$	5,308	$	15,626	$	11,354
Net income per common share — basic	$	0.32	$	0.56	$	0.60	$	1.30
Net income per common share — diluted	$	0.32	$	0.50	$	0.60	$	1.20
Weighted average number of common shares outstanding — basic		26,126		9,540		25,865		8,746
Incremental shares issuable upon assumed exercise of stock warrant		—		637		—		332
Incremental shares issuable upon assumed conversion and exercise of stock options		462		459		334		383
Total shares — diluted		26,588		10,636		26,199		9,461

(1) Net income for the three and six months ended June 30, 2007 includes stock-based compensation of $4,669 ($7,086 before tax) primarily related to the vesting of the performance-based options in conjunction with the Company’s secondary stock offering in June 2007.

NOTE D — Comprehensive Income (Loss)

     The components of accumulated other comprehensive income (loss) are as follows:

	June 30,		December 31,
	2007		2006
Foreign currency translation adjustments	$	5,736	$	6,352
Minimum pension liability adjustments, net of taxes		1,170		1,170
	$	6,906	$	7,522

     Comprehensive income for the three months ended June 30, 2007 and 2006 was $8,147 and $7,080, respectively. Comprehensive income for the six months ended June 30, 2007 and 2006 was $15,010 and $14,576, respectively.

NOTE E — Employee Separation and Plant Closure Costs

     For the three and six months ended June 30, 2007, the Company recorded employee separation and plant closure costs of $50 and $149, respectively, primarily related to the closure of the Distribution and Storage segment’s idle Plaistow, New Hampshire facility. For the three and six months ended June 30, 2006, the Company recorded employee separation and plant closure costs of $69 and $231, respectively, primarily related to the closure of the Distribution and Storage segment’s idle Plaistow, New Hampshire facility.

     The following table summarizes the Company’s employee separation and plant closure costs activity for the three and six months ended June 30, 2007 and 2006.

	Three Months Ended June 30, 2007
	Energy &		Distribution
	Chemicals		& Storage			BioMedical			Total
One-time employee termination costs	$	—	$	—		$	—		$	—
Other associated costs		—		50			—			50
Employee separation and plant closure costs		—		50			—			50
Reserve usage		—		(50	)		(34	)		(84	)
Change in reserve		—		—			(34	)		(34	)
Reserves as of April 1, 2007		1,557		190			82			1,829
Reserves as of June 30, 2007	$	1,557	$	190		$	48		$	1,795

10

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE E — Employee Separation and Plant Closure Costs — Continued

	Six Months Ended June 30, 2007
	Energy &		Distribution
	Chemicals		& Storage			BioMedical			Total
One-time employee termination costs	$	—	$	—		$	—		$	—
Other associated costs		—		149			—			149
Employee separation and plant closure costs		—		149			—			149
Reserve usage		—		(149	)		(73	)		(222	)
Change in reserve		—		—			(73	)		(73	)
Reserves as of January 1, 2007		1,557		190			121			1,868
Reserves as of June 30, 2007	$	1,557	$	190		$	48		$	1,795

	Three Months Ended June 30, 2006
	Energy &		Distribution
	Chemicals		& Storage			BioMedical			Total
One-time employee termination costs	$	—	$	—		$	—		$	—
Other associated costs		—		69			—			69
Employee separation and plant closure costs		—		69			—			69
Reserve usage		—		(69	)		(5	)		(74	)
Change in reserve		—		—			(5	)		(5	)
Reserves as of April 1, 2006		1,557		190			142			1,889
Reserves as of June 30, 2006	$	1,557	$	190		$	137		$	1,884

	Six Months Ended June 30, 2006
	Energy &			Distribution
	Chemicals			& Storage			BioMedical			Total
One-time employee termination costs	$	—		$	—		$	—		$	—
Other associated costs		9			222			—			231
Employee separation and plant closure costs		9			222			—			231
Reserve usage		(9	)		(222	)		(102	)		(333	)
Change in reserve		—			—			(102	)		(102	)
Reserves as of January 1, 2006		1,557			190			239			1,986
Reserves as of June 30, 2006	$	1,557		$	190		$	137		$	1,884

     The employee separation and plant closure costs reserve of $1,795 and $1,884 at June 30, 2007 and 2006, respectively, were for one-time employee termination costs.

NOTE F — Acquisitions

     On May 26, 2006, the Company acquired the common stock of Cooler Service Company, Inc. (“CSC”) based in Tulsa, Oklahoma. The consideration paid was $15,927, net of cash acquired, including transaction costs. The acquisition was funded with cash on hand. The estimated fair value of the net assets acquired and goodwill at the date of acquisition was $8,050 and $8,654, respectively. CSC designs and manufactures air cooled heat exchangers for multiple markets, including hydrocarbon, petrochemical and industrial gas processing, and power generation. CSC has been included in the Company’s Energy and Chemical segment.

     On March 2, 2007, the Company purchased the remaining minority interest in Chart Ferox a.s for a purchase price of $1,612. The purchase price was applied to eliminate the minority interest in Ferox a.s. of approximately $2,000. The difference between the purchase price and the value of the minority interest eliminated was allocated to adjust the fair value of the assets originally acquired.

NOTE G — Assets Held for Sale

     The Company has entered into an agreement to sell the idle building and a portion of the land at its Plaistow, New Hampshire facility. The Company expects to complete the sale by the end of 2007. The Plaistow facility is classified as assets held for sale on the Company’s unaudited condensed consolidated balance sheet as of June 30, 2007 and the audited consolidated balance sheet as of December 31, 2006 based on the carrying value of $3,084.

11

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE H — Income Taxes

     The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by FIN 48, which clarifies SFAS No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of FIN 48, the Company did not recognize material adjustments in the liability for unrecognized tax benefits. The amount of unrecognized tax benefits as of January 1, 2007 was $3,900. This amount includes $1,100 of unrecognized tax benefits which, if ultimately recognized, will reduce the Company’s annual effective tax rate. There have been no material changes in unrecognized tax benefits since January 1, 2007.

     The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With no significant exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2003.

     The Internal Revenue Service (“IRS”) commenced an examination of the Company’s U.S. income tax returns for 2004 and 2005 in January 2007. The Company expects the examination to be concluded and settled during 2008. The Company is also currently under examination by a number of state tax authorities. The Company also expects those examinations to be concluded and settled during 2008. It is reasonably possible that a change in the unrecognized tax benefits may occur, however, quantification of an estimated range cannot be made at this time.

     The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company had accrued approximately $302 for the payment of interest and penalties at January 1, 2007 which is included in the unrecognized tax benefits above. During the six months ended June 30, 2007, the Company accrued approximately $93 in additional interest associated with uncertain tax positions.

NOTE I — Employee Benefit Plans

     The Company has four defined benefit pension plans covering certain U.S. hourly and salary employees. All of these plans were frozen as of February 28, 2006. The defined benefit plans provide benefits based primarily on the participants’ years of service and compensation.

     The following table sets forth the components of net periodic pension benefit for the three and six months ended June 30, 2007 and 2006.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Service cost	$	—		$	—		$	—		$	—
Interest cost		523			510			1,046			1,020
Expected return on plan assets		(680	)		(618	)		(1,360	)		(1,236	)
Recognized actuarial gain		—			—			—			—
Total pension benefit	$	(157	)	$	(108	)	$	(314	)	$	(216	)

NOTE J — Reporting Segments

     The structure of the Company’s internal organization is divided into the following three reportable segments: Energy and Chemicals (“E&C”), Distribution and Storage (“D&S”) and BioMedical. The Company’s reportable segments are business units that offer different products and are each managed separately because they manufacture and distribute distinct products with different production processes and sales and marketing approaches. The E&C segment sells brazed aluminum and air-cooled heat exchangers, cold boxes and liquefied natural gas vacuum-insulated pipe to natural gas, petrochemical processing and industrial gas companies who use them for the liquefaction and separation of natural and industrial gases. The D&S segment sells cryogenic bulk storage systems, cryogenic packaged gas systems, cryogenic systems and components, beverage liquid CO₂ systems and cryogenic services to various companies for the storage and transportation of both industrial and natural gases. The BioMedical segment sells medical respiratory products, biological storage systems, other oxygen products and magnetic resonance imaging cryostat components. Due to the nature of the products that each segment sells, there are no intersegment sales. Corporate includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, internal audit, risk management and stock-based compensation expenses that are not allocated to the reporting segments.

12

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE J — Reporting Segments — Continued

The Company evaluates performance and allocates resources based on operating income or loss before gain on sale of assets, net interest expense, financing costs amortization expense, foreign currency gain or loss, income taxes and minority interest. The accounting policies of the reportable segments are described in the summary of significant accounting policies.

Information for the Company’s three reportable segments and its corporate headquarters is presented below:

	Three Months Ended June 30, 2007
	Energy		Distribution and
	& Chemicals		Storage		BioMedical		Corporate			Total
Sales	$	58,092	$	86,562	$	22,933	$	—		$	167,587
Operating income (loss)(1)		9,717		19,153		4,847		(13,968	)		19,749

	Six Months Ended June 30, 2007
	Energy		Distribution and
	& Chemicals		Storage		BioMedical		Corporate			Total
Sales	$	110,369	$	163,341	$	46,340	$	—		$	320,050
Operating income (loss) (1)		9,867		37,197		9,757		(19,785	)		37,036

	Three Months Ended June 30, 2006
	Energy		Distribution and
	& Chemicals		Storage		BioMedical		Corporate			Total
Sales	$	42,490	$	66,512	$	20,365	$	—		$	129,367
Operating income (loss)		1,109		14,270		4,777		(5,333	)		14,823

	Six Months Ended June 30, 2006
	Energy		Distribution and
	& Chemicals		Storage		BioMedical		Corporate			Total
Sales	$	83,664	$	126,830	$	39,713	$	—		$	250,207
Operating income (loss)		7,043		25,347		8,491		(10,271	)		30,610

⁽¹⁾ The operating loss for Corporate for the three and six months ended June 30, 2007 includes stock-based compensation of $7,086 primarily related to the vesting of performance-based options in conjunction with the Company’s secondary stock offering in June 2007. In addition, the operating loss for Corporate for the three and six months ended June 30, 2007 includes $510 and $770, respectively, of secondary stock offering expenses.

13

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE K — Supplemental Guarantor Financial Information

     The Company’s Subordinated Notes issued in October 2005 are guaranteed on a full, unconditional and joint and several basis by the following wholly owned subsidiaries: Chart Inc., CAIRE Inc., Chart Energy and Chemicals, Inc., Chart Cooler Service Company, Inc., Chart International Holdings, Inc., Chart Asia Inc. and Chart International Inc. The following subsidiaries are not guarantors of the notes:

Non-Guarantor Subsidiaries	Jurisdiction
Changzhou CEM Cryo Equipment Co., Ltd.	China
Chart Australia Pty. Ltd.	Australia
Chart Biomedical Limited	United Kingdom
Chart Cryogenic Distribution Equipment (Changzhou) Co., Ltd.	China
Chart Cryogenic Engineering Systems (Changzhou) Co., Ltd.	China
Chart Cryogenic Equipment (Changzhou) Co., Ltd.	China
Chart Ferox a.s.	Czech Republic
Chart Ferox GmbH	Germany
GTC of Clarksville, LLC	Delaware
Lox Taiwan (16% owned)	Taiwan
Zhangjigang Chart Hailu Cryogenic Equipment Co., Ltd.	China

The following supplemental condensed consolidating and combining financial information of the Issuer, Subsidiary Guarantors and Subsidiary Non-Guarantors presents statements of operations for the three and six months ended June 30, 2007 and 2006, balance sheets as of June 30, 2007 and December 31, 2006 and statements of cash flows for the six months ended June 30, 2007 and 2006.

CONDENSED CONSOLIDATING BALANCE SHEET
As of June 30, 2007

						Subsidiary
				Subsidiary		Non-		Consolidating
	Issuer			Guarantors		Guarantors		Adjustments			Total
ASSETS
Cash and cash equivalents	$	(5,386	)	$	477	$	19,185	$	—		$	14,276
Accounts receivable, net		—			68,349		24,602		—			92,951
Inventory, net		—			48,074		35,259		(469	)		82,864
Other current assets		7,607			29,954		18,606		—			56,167
Total current assets		2,221			146,854		97,652		(469	)		246,258
Property, plant and equipment, net		—			61,300		30,794		—			92,094
Goodwill		—			189,671		57,329		—			247,000
Intangible assets, net		—			138,727		2,225		—			140,952
Investments in affiliates		128,872			39,827		—		(168,699	)		—
Intercompany receivables		435,080			—		—		(435,080	)		—
Other assets		10,614			1,671		1,227					13,512
Total assets	$	576,787		$	578,050	$	189,227	$	(604,248	)	$	739,816
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accruals	$	(5,864	)	$	111,112	$	30,560	$	179		$	135,987
Total current liabilities		(5,864	)		111,112		30,560		179			135,987
Long-term debt		250,000			—		—		—			250,000
Intercompany payables		—			324,711		111,017		(435,728	)		—
Other long-term liabilities		51,226			13,355		7,823		—			72,404
Total liabilities		295,362			449,178		149,400		(435,549	)		458,391
Common Stock		275			—		—		—			275
Other stockholders’ equity		281,150			128,872		39,827		(168,699	)		281,150
Total stockholders’ equity		281,425			128,872		39,827		(168,699	)		281,425
Total liabilities and stockholders’ equity	$	576,787		$	578,050	$	189,227	$	(604,248	)	$	739,816

14

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING BALANCE SHEET (AUDITED)
As of December 31, 2006

						Subsidiary
				Subsidiary		Non-		Consolidating
	Issuer			Guarantors		Guarantors		Adjustments			Total
ASSETS
Cash and cash equivalents	$	6,084		$	114	$	12,656	$	—		$	18,854
Accounts receivable, net		—			58,320		18,442		—			76,762
Inventory, net		—			43,559		29,508		(210	)		72,857
Other current assets		8,319			39,955		13,888		—			62,162
Total current assets		14,403			141,948		74,494		(210	)		230,635
Property, plant and equipment, net		—			57,469		28,254		—			85,723
Goodwill		—			189,671		57,473		—			247,144
Intangible assets, net		—			143,998		2,625		—			146,623
Investments in affiliates		104,109			38,326		—		(142,435	)		—
Intercompany receivables		421,549			—		—		(421,549	)		—
Other assets		11,126			1,580		2,044		—			14,750
Total assets	$	551,187		$	572,992	$	164,890	$	(564,194	)	$	724,875
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accruals	$	(11,935	)	$	122,734	$	28,908	$	(466	)	$	139,241
Total current liabilities		(11,935	)		122,734		28,908		(466	)		139,241
Long-term debt		290,000			—		—		—			290,000
Intercompany payables		—			332,535		88,758		(421,293	)		—
Other long-term liabilities		53,388			13,614		8,898		—			75,900
Total liabilities		331,453			468,883		126,564		(421,759	)		505,141
Common Stock		256			—		—					256
Other stockholders’ equity		219,478			104,109		38,326		(142,435	)		219,478
Total stockholders’ equity		219,734			104,109		38,326		(142,435	)		219,734
Total liabilities and stockholders’ equity	$	551,187		$	572,992	$	164,890	$	(564,194	)	$	724,875

15

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2007

							Subsidiary
				Subsidiary			Non-			Consolidating
	Issuer			Guarantors			Guarantors			Adjustments			Total
Net sales	$	—		$	122,497			46,328		$	(1,238	)	$	167,587
Cost of sales		—			82,602			34,826			(1,099	)		116,329
Gross profit		—			39,895			11,502			(139	)		51,258
Selling, general and administrative expenses		97			28,040			3,372			—			31,509
Operating income		(97	)		11,855			8,130			(139	)		19,749
Interest expense		6,453			(5	)		(74	)		—			6,374
Other (income) expense, net		—			(6	)		590			—			584
Income (loss) before income taxes and equity in net (income) of subsidiaries		(6,550	)		11,866			7,614			(139	)		12,791
Income tax (benefit) provision		(2,233	)		5,786			790			—			4,343
Equity in net (income) of subsidiaries		(12,765	)		(6,685	)		—			19,450			—
Net income	$	8,448		$	12,765		$	6,824		$	(19,589	)	$	8,448

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2006

							Subsidiary
				Subsidiary			Non-			Consolidating
	Issuer			Guarantors			Guarantors			Adjustments			Total
Net sales	$	—		$	98,890			31,469		$	(992	)	$	129,367
Cost of sales		—			72,677			21,543			(966	)		93,254
Gross profit		—			26,213			9,926			(26	)		36,113
Selling, general and administrative expenses		208			18,889			2,193			—			21,290
Operating income		(208	)		7,324			7,733			(26	)		14,823
Interest expense		6,589			(12	)		9			—			6,586
Other (income) expense, net		369			72			(75	)		—			366
Minority interest, net of tax		—			—			(53	)		—			(53	)
Income (loss) before income taxes and equity in net (income) of subsidiaries		(7,166	)		7,264			7,746			(26	)		7,818
Income tax provision (benefit)		(3,268	)		4,380			1,398			—			2,510
Equity in net (income) of subsidiaries		(9,206	)		(6,322	)		—			15,528			—
Net income	$	5,308		$	9,206		$	6,348		$	(15,554	)	$	5,308

16

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2007

							Subsidiary
				Subsidiary			Non-			Consolidating
	Issuer			Guarantors			Guarantors			Adjustments			Total
Net sales	$	—		$	233,965			88,384		$	(2,299	)	$	320,050
Cost of sales		—			164,587			66,386			(2,040	)		228,933
Gross profit		—			69,378			21,998			(259	)		91,117
Selling, general and administrative expenses		749			47,817			5,515						54,081
Operating income		(749	)		21,561			16,483			(259	)		37,036
Interest expense		13,185			50			(111	)		—			13,124
Other (income) expense, net		—			47			183			—			230
Income (loss) before income taxes and equity in net (income) of subsidiaries		(13,934	)		21,464			16,411			(259	)		23,682
Income tax (benefit) provision		(4,752	)		10,292			2,516			—			8,056
Equity in net (income) of subsidiaries		(24,808	)		(13,636	)		—			38,444			—
Net income	$	15,626		$	24,808		$	13,895		$	(38,703	)	$	15,626

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2006

							Subsidiary
				Subsidiary			Non-			Consolidating
	Issuer			Guarantors			Guarantors			Adjustments			Total
Net sales	$	—		$	191,567			60,463		$	(1,823	)	$	250,207
Cost of sales		—			136,259			42,551			(1,703	)		177,107
Gross profit		—			55,308			17,912			(120	)		73,100
Selling, general and administrative expenses		599			37,214			4,668			9			42,490
Operating income		(599	)		18,094			13,244			(129	)		30,610
Interest expense		13,235			(30	)		(74	)		—			13,131
Other (income) expense, net		739			102			(253	)		—			588
Minority interest, net of tax		—			—			(47	)		—			(47	)
Income (loss) before income taxes and equity in net (income) of subsidiaries		(14,573	)		18,022			13,524			(129	)		16,844
Income tax provision (benefit)		(5,712	)		9,157			2,045			—			5,490
Equity in net (income) of subsidiaries		(20,215	)		(11,350	)		—			31,565			—
Net income	$	11,354		$	20,215		$	11,479		$	(31,694	)	$	11,354

17

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2007

							Subsidiary
				Subsidiary			Non-			Consolidating
	Issuer			Guarantors			Guarantors			Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(3,747	)	$	3,188		$	1,082		$	7,853		$	8,376
Cash flows from investing activities:
Capital expenditures		—			(6,254	)		(4,337	)		—			(10,591	)
Acquisition of minority interest and other assets					—			(1,649	)					(1,649	)
Net cash (used in) investing activities		—			(6,254	)		(5,986	)		—			(12,240	)
Cash flows from financing activities:
Net change in debt		(40,000	)		(750	)		—			—			(40,750	)
Proceeds from secondary stock offering, net		38,061			—						—			38,061
Other financing activities		452			(6,073	)		7,401						1,780
Intercompany account changes		(6,236	)		10,252			3,837			(7,853	)		—
Net cash (used in) provided by financing activities		(7,723	)		3,429			11,238			(7,853	)		(909	)
Net (decrease) increase in cash and cash equivalents		(11,470	)		363			6,334			—			(4,773	)
Effect of exchange rate changes		—			—			195			—			195
Cash and cash equivalents, beginning of period		6,084			114			12,656			—			18,854
Cash and cash equivalents, end of period	$	(5,386	)	$	477		$	19,185		$	—		$	14,276

18

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — June 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2006

				Subsidiary			Subsidiary			Consolidating
	Issuer			Guarantors			Non-Guarantors			Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(16,897	)	$	25,383		$	7,971		$	(41	)	$	16,416
Cash flows from investing activities:
Capital expenditures		—			(5,296	)		(1,944	)		—			(7,240	)
Acquisition of business, net of cash		—			(15,858	)		—			—			(15,858	)
Other investing activities		—			—			(188	)		—			(188	)
Net cash (used in) investing activities		—			(21,154	)		(2,132	)		—			(23,286	)
Cash flows from financing activities:
Net change in debt		(30,000	)		—			(2,350	)		—			(32,350	)
Intercompany account changes		3,065			(3,570	)		464			41			—
Other financing activities		39,237			—			—			—			39,237
Net cash provided by (used in) financing activities		12,302			(3,570	)		(1,886	)		41			6,887
Net (decrease) increase in cash and cash equivalents		(4,595	)		659			3,953			—			17
Effect of exchange rate changes		—			—			254			—			254
Cash and cash equivalents, beginning of period		7,191			272			3,863			—			11,326
Cash and cash equivalents, end of period	$	2,596		$	931		$	8,070		$	—		$	11,597

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

     Chart Industries, Inc. (the “Company,” “Chart,” or “we”) is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. We supply engineered equipment used throughout the global liquid supply chain. The largest portion of end-use applications for our products is energy-related. We are a leading manufacturer of standard and engineered equipment primarily used for low temperature and cryogenic applications. We have developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; - - 459° Fahrenheit). The majority of our products, including vacuum-insulated containment vessels, heat exchangers, cold boxes and other cryogenic components are used throughout the liquid gas supply chain for the purification, liquefaction, distribution, storage and end-use of hydrocarbon and industrial gases.

     For the six months ended June 30, 2007, orders have remained strong at $418.3 million and backlog has increased to $415.3 million compared to $319.2 million at December 31, 2006. This increase is primarily due to increased demand in the global hydrocarbon processing and industrial gas markets served by our Energy and Chemicals (“E&C”) and Distribution and Storage (“D&S”) segments and continued penetration of the international markets served by our BioMedical segment. Also, we experienced growth in our sales, gross profit and operating income for the six months ended June 30, 2007 compared to the same period in 2006, which was primarily attributable to higher volume across all of our business segments, and the timing of product price increases, particularly in our D&S segment. Sales for the six months ended June 30, 2007 were $320.1 million compared to sales of $250.2 million for the six months ended June 30, 2006, reflecting an increase of $69.9 million, or 27.9%. Our gross profit for the six months ended June 30, 2007 was $91.1 million, or 28.5% of sales, as compared to $73.1 million, or 29.2% of sales, for the same period in 2006. In addition, our operating income for the six months ended June 30, 2007 was $37.0 million compared to $30.6 million for the same period in 2006. Our slight gross profit margin decline was attributed to our E&C and BioMedical segments.

     As a result of the continued growth in many of the markets we serve, higher product pricing, our present and anticipated customer order trends and our backlog level of $415.3 million as of June 30, 2007, we presently expect to experience continued sales and operating income growth for the remainder of 2007 as compared to the same period in 2006. However, a temporary slowdown in the D&S segment bulk storage system sales in the U.S. industrial gas market is anticipated in second half of 2007 as a result of the Linde/BOC merger. We also believe that our cash flow from operations, available cash and available borrowings under the senior secured credit facility should be adequate to meet our working capital, capital expenditure, debt service and other funding requirements for the remainder of 2007.

20

Results of Operations for the Three Months Ended June 30, 2007 and 2006

     The following table sets forth sales, gross profit, gross profit margin and operating income or loss for our three operating segments for the three and six months ended June 30, 2007 and 2006:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Sales
Energy & Chemicals	$	58,092		$	42,490		$	110,369		$	83,664
Distribution & Storage		86,562			66,512			163,341			126,830
BioMedical		22,933			20,365			46,340			39,713
Total	$	167,587		$	129,367		$	320,050		$	250,207
Gross Profit
Energy & Chemicals	$	15,817		$	6,213		$	21,844		$	17,862
Distribution & Storage		27,525			22,156			53,275			40,978
BioMedical		7,916			7,744			15,998			14,260
Total	$	51,258		$	36,113		$	91,117		$	73,100
Gross Profit Margin
Energy & Chemicals		27.2	%		14.6	%		19.8	%		21.3	%
Distribution & Storage		31.8	%		33.3	%		32.6	%		32.3	%
BioMedical		34.5	%		38.0	%		34.5	%		35.9	%
Total		30.6	%		27.9	%		28.5	%		29.2	%
Operating Income (Loss)
Energy & Chemicals	$	9,717		$	1,109		$	9,867		$	7,043
Distribution & Storage		19,153			14,270			37,197			25,347
BioMedical		4,847			4,777			9,757			8,491
Corporate		(13,968	)		(5,333	)		(19,785	)		(10,271	)
Total	$	19,749		$	14,823		$	37,036		$	30,610

     Sales

     Sales for the three months ended June 30, 2007 were $167.6 million compared to $129.4 million for the three months ended June 30, 2006, reflecting an increase of $38.2 million, or 29.5%. E&C segment sales were $58.1 million for the three months ended June 30, 2007 compared with sales of $42.5 million for three months ended June 30, 2006, which reflected an increase of $15.6 million or 36.7%. This increase in sales resulted primarily from $7.7 million of air cooled heat exchanger sales from Cooler Service Company (“CSC”), which was acquired in the second quarter of 2006, and from higher volume for brazed aluminum heat exchangers. D&S segment sales increased $20.1 million, or 30.2%, to $86.6 million for the three months ended June 30, 2007 from $66.5 million for the three months ended June 30, 2006. Sales of bulk storage systems and packaged gas systems increased $16.4 million and $3.7 million, respectively, for the three months ended June 30, 2007 compared to the same period in 2006, primarily due to higher volume as a result of continued growth in the global industrial gas market, and price increases to absorb escalating raw material costs. Another contributing factor to the increased D&S segment sales in the second quarter of 2007 compared with the same period in 2006 was favorable foreign currency translation of approximately $2.1 million as a result of the weakened U.S. dollar compared to the Euro and Czech Koruna. BioMedical segment sales for the three months ended June 30, 2007 were $22.9 million compared to $20.4 million for the same period in 2006, which reflected an increase of $2.5 million or 12.3%. Biological storage system sales increased $2.6 million primarily due to higher volume in international markets.

21

     Gross Profit and Margin

     Gross profit for the three months ended June 30, 2007 was $51.3 million, or 30.6% of sales, versus $36.1 million, or 27.9% of sales, for the three months ended June 30, 2006 and reflected an increase of $15.2 million. E&C segment gross profit increased $9.6 million and its margin increased 12.6 percentage points, primarily due to a favorable change in project mix for process systems. The improvement in gross profit is also due to higher sales volume in heat exchangers and the acquisition of CSC in the second quarter of 2006. Gross profit for the D&S segment increased $5.3 million, as the margin declined 1.5 percentage points, in the 2007 three month period compared to the 2006 three month period. The increase in gross profit is due to higher sales volume and to a lesser extent the timing of product price increases in both bulk storage and packaged gas systems to absorb escalating raw material costs. The decrease in the D&S segment margin was caused by a change in product line sales mix. BioMedical gross profit increased $0.2 million due to higher sales volume in international markets for both medical respiratory products and biological storage systems. However, the margin decreased 3.5 percentage points in the 2007 period compared to the 2006 period due to an unfavorable sales volume in domestic markets and raw material surcharges.

     Selling, General and Administrative Expenses (“SG&A”)

     SG&A expenses for the three months ended June 30, 2007 were $28.8 million, or 17.2% of sales, compared to $17.7 million, or 13.7% of sales, for the three months ended June 30, 2006. SG&A expenses for the E&C segment were $5.2 million for the three months ended June 30, 2007 compared to $3.7 million for the three months ended June 30, 2006, an increase of $1.5 million. The increase for the E&C segment was primarily the result of higher employee-related and infrastructure expenses to support business growth. D&S segment SG&A expenses for the three months ended June 30, 2007 were $7.1 million compared to $6.0 million for the three months ended June 30, 2006, an increase of $1.1 million. This increase was primarily attributable to higher employee-related and infrastructure costs to support business growth. SG&A expenses for the BioMedical segment were $2.6 million for the three months ended June 30, 2007 and the three months ended June 30, 2006. Corporate SG&A expenses for the three months ended June 30, 2007 were $13.9 million compared to $5.4 million for the three months ended June 30, 2006. This increase of $8.5 million was primarily attributable to $7.1 million in stock-based compensation expense related primarily to the vesting of the performance-based options in conjunction with the secondary stock offering completed in June 2007. Also contributing to the increase in SG&A expenses was the incurrence of Sarbanes-Oxley implementation costs and secondary stock offering expenses aggregating approximately $0.9 million, other public company expenses, and infrastructure support costs.

     Amortization Expense

     Amortization expense for the three months ended June 30, 2007 was $2.6 million, or 1.5% of sales, compared to $3.5 million, or 2.7% of sales for the three months ended June 30, 2006. The decrease of $0.9 million was due to certain intangible assets being fully amortized at June 30, 2007.

     Employee Separation and Plant Closure Costs

     For both the three months ended June 30, 2007 and 2006, employee separation and plant closure costs were $0.1 million. The costs for both periods were related to the idle Plaistow, New Hampshire facility that is being held for sale. The sale of this facility is expected to be completed by the end of 2007.

     Operating Income

     As a result of the foregoing, operating income for the three months ended June 30, 2007 was $19.7 million, or 11.8% of sales, an increase of $4.9 million compared to operating income of $14.8 million, or 11.4% of sales, for the same period in 2006.

     Net Interest Expense

     Net interest expense for the three months ended June 30, 2007 and 2006 was $6.0 million and $6.6 million, respectively. The decrease in interest expense of $0.6 million for the three months ended June 30, 2007 compared to the same period in 2006 was primarily attributable to decreased long-term debt outstanding as a result of voluntary principal payments of $90.0 million made on the term loan portion of our senior secured credit facility (“Senior Credit Facility”), funded primarily by proceeds from warrant and option exercises in the second quarter of 2006, the Company’s initial public offering (“IPO”) in 2006 and proceeds from the secondary offering completed in June 2007. This decrease was partially offset by higher interest rates on our Senior Credit Facility and the interest incurred on borrowings on the revolving portion of the Senior Credit Facility.

22

     Other Expense and Income

     Financing costs amortization were $0.4 million for both the three months ended June 30, 2007 and 2006, respectively.

     For the three months ended June 30, 2007, foreign currency losses were $0.6 million as compared to minimal foreign currency gains for the same period in 2006. This decrease in income was the result of the timing of transactions in currencies other than functional currencies primarily in the D&S and BioMedical segments.

     Income Tax Expense

     Income tax expense of $4.3 million and $2.5 million for the three months ended June 30, 2007 and 2006, respectively, represents taxes on both U.S. and foreign earnings at an effective income tax rate of 34.1% and 31.9%, respectively. The increase in the effective income tax rate was primarily due to a greater proportion of U.S. earnings that are taxed at higher rates than the Company’s foreign earnings.

     Net Income

     As a result of the foregoing, reported net income for the three months ended June 30, 2007 and 2006 was $8.4 million and $5.3 million, respectively.

Results of Operations for the Six Months Ended June 30, 2007 and 2006

     Sales

     Sales for the six months ended June 30, 2007 were $320.1 million compared to $250.2 million for the six months ended June 30, 2006, reflecting an increase of $69.9 million, or 27.9%. E&C segment sales were $110.4 million for the six months ended June 30, 2007 compared with sales of $83.7 million for the same period in 2006, which represented an increase of $26.7 million, or 31.9%. This increase in sales resulted primarily from higher volume, particularly from larger projects, in both heat exchangers and process systems, which were driven by continued growth in the liquefied natural gas (“LNG”) and natural gas segments of the hydrocarbon processing market, and an additional $17.6 million of sales from CSC, which was acquired in the second quarter of 2006. D&S segment sales increased $36.6 million, or 28.8%, to $163.4 million for the six months ended June 30, 2007 from $126.8 million for the six months ended June 30, 2007. Bulk storage and packaged gas systems sales increased $28.9 million and $7.7 million, respectively, for the six months ended June 30, 2007 compared to the same period in 2006. These increases were driven primarily by increased volume due to continued growth in the global industrial gas market, higher product pricing, and favorable foreign currency translation as a result of the weakened U.S. dollar compared to the Euro and Czech Koruna. BioMedical segment sales increased $6.6 million, or 16.6%, to $46.3 million for the six months ended June 30, 2007 compared to $39.7 million for the six months ended June 30, 2006. Biological storage systems sales increased $4.3 million as a result of higher volume in the U.S. and international markets. MRI and other product sales increased $1.3 million due to higher volume. Medical respiratory product sales increased $1.0 million as a result of increased demand in the international markets partially offset by decreased demand in the U.S. market due to U.S. government reimbursement reductions for oxygen therapy systems.

     Gross Profit and Margin

     Gross profit for the six months ended June 30, 2007 was $91.1 million, or 28.5% of sales, versus $73.1 million, or 29.2% of sales, for the six months ended June 30, 2006 and reflected an increase of $18.0 million. E&C segment gross profit increased $4.0 million in the 2007 period compared to the 2006 period primarily due to increased sales volume in brazed aluminum and air-cooled heat exchangers. The E&C segment gross profit margin decreased 1.5 percentage points in 2007 primarily due to previously disclosed lower margins on two large, complex field installation projects, lost productivity at the La Crosse, Wisconsin brazed aluminum heat exchanger facility as a result of a settled strike in February 2007 and lower margins on several other fixed price contracts that were completed or near completion at March 31, 2007. This decline was partially offset by improved margins for both brazed aluminum and air-cooled heat exchangers. Gross profit for the D&S segment increased $12.2 million, or 0.3 percentage points, in the 2007 period compared to the 2006 period primarily due to higher sales volume, manufacturing productivity improvements and to a lesser extent the timing of product price increases to absorb higher raw material costs in bulk storage and packaged gas systems. These were partially offset by a product line sales mix shift. BioMedical gross profit increased $1.7 million in the 2007 period compared to the 2006 period primarily due to higher sales volume. The BioMedical gross profit margin decreased 1.4 percentage points in 2007 primarily due to increases in raw material costs.

23

     SG&A

     SG&A expenses for the six months ended June 30, 2007 were $48.2 million, or 15.1% of sales, versus $35.2 million, or 14.1% of sales, for the six months ended June 30, 2006. SG&A expenses for the E&C segment were $9.7 million for the six months ended June 30, 2007 compared to $8.1 million for the six months ended June 30, 2006, an increase of $1.6 million. The increase for the E&C segment was primarily the result of higher employee-related and infrastructure expenses to support business growth, increased commission expense due to higher sales volume and the inclusion of CSC for the full six months. D&S segment SG&A expenses for the six months ended June 30, 2007 were $13.5 million compared to $11.8 million for the six months ended June 30, 2006, an increase of $1.7 million. This increase was primarily attributable to higher employee-related expenses to support business growth. SG&A expenses for the BioMedical segment were $5.4 million for the six months ended June 30, 2007, an increase of $0.4 million compared to the six months ended June 30, 2006. Corporate SG&A expenses for the six months ended June 30, 2007 were $19.5 million compared to $10.3 million for the six months ended June 30, 2006. This increase of $9.2 million was primarily attributable to $7.1 million in stock-based compensation expense related primarily to the vesting of the performance-based options in conjunction with the secondary stock offering completed in June 2007. Also contributing to the increase was the incurrence of approximately $1.6 million of Sarbanes-Oxley implementation costs and secondary stock offering expenses, other public company expenses, and infrastructure support costs.

     Amortization Expense

     Amortization expense for the six months ended June 30, 2007 was $5.7 million, or 1.8% of sales, compared to $7.1 million, or 2.8% of sales, for the six months ended June 30, 2006. The decrease of $1.4 million was due to certain intangible assets being fully amortized.

     Employee Separation and Plant Closure Costs

     For the six months ended June 30, 2007 and 2006, employee separation and plant closure costs were $0.1 million and $0.2 million, respectively. The costs for the both periods were related to the idle Plaistow, New Hampshire facility which is being held for sale. The sale of this facility is expected to be completed by the end of 2007.

     Operating Income

     As a result of the foregoing, operating income for the six months ended June 30, 2007 was $37.0 million, or 11.6% of sales, an increase of $6.4 million compared to operating income of $30.6 million, or 12.2% of sales, for the same period in 2006.

     Net Interest Expense

     Net interest expense for the six months ended June 30, 2007 and 2006 was $12.3 million and $13.1 million, respectively. This decrease in interest expense of $0.8 million for the six months ended June 30, 2007 compared to the same period in 2006 was primarily attributable to decreased long-term debt outstanding as a result of voluntary principal payments of $90.0 million made on the Term Loan portion of our Senior Credit Facility, funded primarily by proceeds from warrant and option exercises, the Company’s IPO in 2006 and proceeds from the secondary stock offering completed in June 2007. This decrease was partially offset by higher interest rates on our Senior Credit Facility and the additional interest incurred on the Subordinated Notes, since the exchange offering was not completed until April 2007.

     Other Expenses and Income

     For the six months ended June 30, 2007 and 2006, financing costs amortization expense was $0.8 million and $0.7 million, respectively. This increase in amortization expense was attributable to additional deferred loan costs incurred for the amendment on the Senior Credit Facility.

     Income Tax Expense

     Income tax expense of $8.1 million and $5.5 million for the six months ended June 30, 2007 and 2006, respectively, represents taxes on both domestic and foreign earnings at an annual effective income tax rate of 34.1% and 32.5%, respectively. The increase in the annual effective income tax rate was primarily due to a greater proportion of U.S. earnings that are taxed at higher rates than the Company’s foreign earnings.

24

     Net Income

     As a result of the foregoing, reported net income for the six months ended June 30, 2007 and 2006 was $15.6 million and $11.4 million, respectively.

Liquidity and Capital Resources

     Debt Instruments and Related Covenants

     As of June 30, 2007, the Company had $80.0 million outstanding under the Term Loan portion of the Senior Credit Facility, $170.0 million outstanding under the Subordinated Notes and $27.0 million of letters of credit and bank guarantees supported by the revolving portion of the Senior Credit Facility. The Company believes it is in compliance with all covenants, including its financial covenants, under the Senior Credit Facility and Subordinated Notes. Availability on the revolving portion of the Senior Credit Facility was $88.0 million at June 30, 2007.

     The registration rights agreement related to the Subordinated Notes required the Company to file an Exchange Offer Registration Statement and complete the exchange offer for the Subordinated Notes by August 14, 2006. Since the exchange offer was not completed when required, additional interest at a rate of 0.50% was incurred for the 90-day period commencing November 12, 2006 and additional interest at a rate of 0.75% was incurred for the 90-day period commencing February 10, 2007. The exchange offer was completed on April 6, 2007 and the additional interest ceased accruing as of that date.

     Sources and Use of Cash

     Cash provided by operations for the six months ended June 30, 2007 was $8.4 million compared with cash provided by operations of $16.4 million for the six months ended June 30, 2006. The change in the cash provided by operations in the 2007 period was attributable to increased working capital levels, primarily accounts receivable and inventory to support business growth.

     Cash used in investing activities for the six months ended June 30, 2007 was $12.2 million compared to $23.3 million for the six months ended June 30, 2006. Capital expenditures for the six months ended June 30, 2007 were $10.6 million compared with $7.2 million for the six months ended June 30, 2006. Capital expenditures for 2007 were primarily for the E&C segment brazed aluminum heat exchanger facility expansion in La Crosse, Wisconsin and D&S segment expansion in China to support business growth. Capital expenditures during the same period in 2006 were primarily for expansion of various existing facilities. For the six months ended June 30, 2007, $1.6 million of cash was used to purchase the remaining minority interest in Chart Ferox a.s. Also, for the six months ended June 30, 2006, $15.9 million of cash was used to purchase CSC.

     For the six months ended June 30, 2007, cash used in financing activities was $0.9 million compared to cash provided of $6.9 million for the six months ended June 30, 2006. For the six months ended June 30, 2007 and 2006, $40.0 million and $30.0 million, respectively, were used for voluntary principal prepayments under the Term Loan portion of our Senior Credit Facility. In 2007, $38.1 million in net proceeds was received from the exercise of the underwriters’ over-allotment option in conjunction with the secondary stock offering completed in June. In 2006, $39.2 million in proceeds was received from warrant and option exercises in conjunction with the IPO. In May 2007, the Company received $1.3 million in contributions from its joint venture partners to fund a new joint venture based in China for the manufacture of cryogenic trailers.

     Cash Requirements

     The Company does not anticipate any unusual cash requirements for working capital needs, but expects to use $13.0 to $15.0 million of cash for capital expenditures for the remaining six months of 2007. A significant portion of the capital expenditures are expected to be used for continued facility expansions to increase capacity at the E&C segment La Crosse, Wisconsin facility and the D&S segment China, Czech Republic and New Prague, Minnesota facilities. Management believes that these expansions are necessary to support our current backlog levels and our expected growth due to an increase in global demand for our products.

     For the remaining six months of 2007, cash requirements for debt service are forecasted to be approximately $10.0 million for scheduled interest payments under our Senior Credit Facility and the Subordinated Notes. We are not required to make any scheduled principal payments during the remaining six months of 2007 under the Term Loan portion of the Senior Credit Facility or Subordinated Notes, but we will consider making voluntary principal payments on our Senior Credit Facility or repurchasing our Subordinated Notes on the open market to the extent permitted by our debt covenants with excess cash flow that is generated. For the remainder of 2007, we expect to use approximately $12.0 million of cash for both U.S. and foreign income taxes and contribute approximately $0.4 million of cash to our four defined benefit pension plans to meet ERISA minimum funding requirements.

25

Orders and Backlog

     We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that the Company has not recognized as revenue under the percentage of completion method or based upon shipment. Backlog can be significantly affected by the timing of orders for large projects, particularly in the E&C segment, and it is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. Orders included in our backlog may include customary cancellation provisions under which the customer could cancel part or all of the order at times subject to the payment of certain costs and/or penalties. Backlog as of June 30, 2007 was $415.3 million compared to $342.2 million as of March 31, 2007.

     The following table sets forth orders and backlog by segment for the periods indicated:

	Three Months Ended
	June 30,		March 31,
	2007		2007
Orders
Energy and Chemicals	$	146,447	$	71,310
Distribution and Storage		75,997		76,568
BioMedical		21,014		26,935
Total	$	243,458	$	174,813
Backlog
Energy and Chemicals	$	315,034	$	226,696
Distribution and Storage		92,586		105,666
BioMedical		7,653		9,820
Total	$	415,273	$	342,182

     E&C orders for the three months ended June 30, 2007 were $146.4 million compared to $71.3 million for the three months ended March 31, 2007. E&C backlog totaled $315.0 million at June 30, 2007 compared to $226.7 million at March 31, 2007. The increase in orders of $75.1 million, or 105%, was primarily attributable to the receipt of process system orders totaling in excess of $100.0 million in the second quarter of 2007 for four LNG liquefaction trains to be installed by the customer in Southeast Asia.

     D&S orders for the three months ended June 30, 2007 were $76.0 million compared to $76.6 million for the three months ended March 31, 2007. D&S backlog totaled $92.6 million at June 30, 2007 compared to $105.7 million at March 31, 2007. The D&S backlog declined primarily due to the strong sales for the three months ended June 30, 2007. Overall, D&S orders have remained strong in recent quarters due to continued demand in the global industrial gas market. Both bulk storage systems and packaged gas systems orders for the three months ended June 30, 2007 have remained relatively constant compared to the three months ended March 31, 2007.

     BioMedical orders for the three months ended June 30, 2007 were $21.0 million compared to $26.9 million for the three months ended March 31, 2007. BioMedical backlog at June 30, 2007 totaled $7.7 million compared to $9.8 million at March 31, 2007. The decrease in orders of $5.9 million, or 21.6%, was primarily due to the timing of larger orders for the three months ended March 31, 2007 were extremely strong across all product lines.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements as defined in the Securities Act.

Application of Critical Accounting Policies

     The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. As such, some accounting policies have a significant impact on amounts reported in these unaudited condensed consolidated financial statements. A summary of those significant accounting policies can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. In particular, judgment is used in areas such as revenue recognition for long-term contracts, determining the allowance for doubtful accounts, inventory valuation reserves, goodwill, indefinite lived intangibles, environmental remediation obligations, product warranty costs, debt covenants, pensions and deferred tax assets. There have been no significant changes in accounting

26

policies since December 31, 2006, except for the adoption on January 1, 2007 of FIN 48 as it relates to the accounting for income taxes. The adoption of FIN 48 did not have a material effect on the Company’s financial position, results of operations or cash flows.

Forward-Looking Statements

     The Company is making this statement in order to satisfy the “safe harbor” provisions contained in the Private Securities Litigation Reform Act of 1995. This Quarterly Report on Form 10-Q includes “forward-looking statements”. These forward-looking statements include statements relating to our business. In some cases, forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “continue,” or the negative of such terms or comparable terminology. Forward-looking statements contained herein (including future cash contractual obligations) or in other statements made by us are made based on management’s expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by forward-looking statements. We believe that the following factors, among others (including those described in our “Risk Factors” disclosure), could affect our future performance and the liquidity and value of our securities and cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf:

• the cyclicality of the markets which we serve;

• the loss of, or a significant reduction in purchases by, our largest customers;

• competition in our markets;

• our compliance obligations with the Sarbanes-Oxley Act of 2002;

• general economic, political, business and market risks associated with our non-U.S. operations;

• our ability to successfully manage our growth;

• the loss of key employees;

• the pricing and availability of raw materials and our ability to manage our fixed-price contract exposure, including exposure to fixed pricing in long-term customer contracts;

• our ability to successfully acquire or integrate companies that provide complementary products or technologies;

• our ability to continue our technical innovation in our product lines;

• the impairment of our goodwill and other indefinite-lived intangible assets;

• the costs of compliance with environmental, health and safety laws and responding to potential liabilities under these laws;

• the insolvency of our formerly consolidated subsidiary, Chart Heat Exchangers Limited, or CHEL, and CHEL’s administration proceedings in the United kingdom, including claims that may be asserted against us with respect to CHEL’s obligations;

• litigation and disputes involving us, including the extent of product liability, warranty, pension and severance claims asserted against us;

• labor costs and disputes;

• our relations with our employees;

• our funding requirements in connection with our defined benefit pension plans;

• fluctuations in foreign currency exchange and interest rates;

• disruptions in our operations due to hurricanes;

• our ability to protect our intellectual property and know-how;

27

• regulations governing the export of our products;

• additional liabilities related to taxes; and

• risks associated with our substantial indebtedness, leverage, debt service and liquidity.

     There may be other factors that may cause our actual results to differ materially from the forward-looking statements.

     All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in our Annual Report on Form 10-K for 2006 and our definitive prospectus filed with the Securities and Exchange Commission on June 7, 2007. We undertake no obligation to update or revise forward-looking statements, which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     In the normal course of business, the Company’s operations are exposed to continuing fluctuations in foreign currency values and interest rates that can affect the cost of operating and financing. Accordingly, the Company addresses a portion of these risks through a program of risk management.

     The Company’s primary interest rate risk exposure results from the various floating rate pricing mechanisms on the Senior Credit Facility. If interest rates were to increase 200 basis points (2 percent) from June 30, 2007 rates, and assuming no changes in debt from the June 30, 2007 levels, the additional annual expense would be approximately $1.6 million on a pre-tax basis.

     The Company has assets, liabilities and cash flows in foreign currencies creating exposure to foreign currency exchange fluctuations in the normal course of business. Chart’s primary exchange rate exposure is with the Euro, the British pound, the Czech koruna and the Chinese yuan. Monthly measurement, evaluation and forward exchange rate contracts are employed as methods to reduce this risk. The Company enters into foreign exchange forward contracts to hedge anticipated and firmly committed foreign currency transactions. Chart does not use derivative financial instruments for speculative or trading purposes. The terms of the contracts are one year or less. The Company held immaterial positions in foreign exchange forward contracts at June 30, 2007.

Item 4. Controls and Procedures

     As of June 30, 2007, an evaluation was performed, under the supervision and with the participation of the Company’s management including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, such officers concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) is accumulated and communicated to the Company’s management including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

     There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

28

PART II. OTHER INFORMATION

Item 1A. Risk Factors

     There have not been any material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, except to the extent set forth under the captions “Risk Factors — Risks Related to our Business” and “Risk Factors — Risks Related to our Leverage” in the Company’s definitive prospectus filed with the Securities and Exchange Commission under Rule 424 on June 7, 2007.

Item 4. Submission of Matters to a Vote of Security Holders

     The Chart Industries Inc. annual meeting of stockholders was held on May 23, 2007. At the meeting, the election of directors was submitted to a vote of stockholders.

     As of the record date of March 30, 2007, there were 25,588,835 shares of common stock outstanding and entitled to vote at the meeting. The holders of 23,693,719 shares were represented in person or by proxy at the meeting, constituting a quorum. The vote with respect to the election of directors submitted to stockholders was as follows:

Election of Directors	For		Withheld
Samuel F. Thomas		20,499,876		3,193,843
Kenneth W. Moore		20,323,449		3,370,270
Timothy H. Day		20,323,449		3,370,270
Steven W. Krablin		22,999,072		694,647
Michael W. Press		22,999,072		694,647
Richard E. Goodrich		23,031,321		662,398

29

Item 6. Exhibits

     The following exhibits are filed with this report:

3.1	Amended and Restated By-Laws, as amended
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

30

SIGNATURES

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

	Chart Industries, Inc.
	(Registrant)
Date: August 13, 2007	By:	/s/ Michael F. Biehl
		Michael F. Biehl
		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) (Duly Authorized Officer)

31

EX-3.1

Exhibit 3.1

Chart Industries, Inc.

Amendment to Amended and Restated By-Laws

Effective August 2, 2007

     Article IX, Section 1, of the Amended and Restated By-Laws of Chart Industries, Inc. shall be deleted in its entirety and replaced with the following:

     “Section 1. Certificates of stock. Ownership of shares of stock of the Corporation shall be evidenced by certificates or through the issuance of book-entry or non-certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the President, a Vice President or the Chairman of the Board and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, representing the number and class of shares of stock in the Corporation owned by him. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.”

AMENDED AND RESTATED

BY-LAWS

OF

CHART INDUSTRIES, INC.

As Amended and Restated July 20, 2006

ARTICLE I

OFFICES

     Section 1.   Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2.   Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

FISCAL YEAR

     Section 1.   Fiscal Year. The fiscal year of the Corporation shall end upon each December 31, or otherwise shall be as designated by the Board of Directors.

ARTICLE III

STOCKHOLDERS

     Section 1.   Annual Meeting. The annual meeting of the stockholders for the election of Directors, and for the transaction of any other proper business, shall be held on such date after the annual financial statements of the Corporation have been prepared as shall be determined by the Board of Directors from time to time. Only such business shall be conducted as shall have been properly brought before the meeting. In the event that the annual meeting is not held on the date designated therefor in accordance with this Section 1, the Directors shall cause the annual meeting to be held as soon after that date as convenient.

     Section 2.   Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board of Directors, the Board of Directors or a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors, include the power to call special meetings of stockholders and no special meetings of stockholders shall be called by any other person or persons. Calls for special meetings shall specify the purpose or

purposes of the proposed meeting, and no business shall be considered at any such meeting other than that specified in the call therefor. Notice of each special meeting shall be given in accordance with these Amended and Restated By-laws.

     Section 3.   Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated in the notice of such meeting. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the Delaware General Corporation Law. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (b) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

     Section 4.   Notice of Meetings and Adjourned Meetings. Written or other proper notice of any meeting of stockholders stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the information needed to access the stockholders’ list during the meeting if the meeting is held by means of remote communication and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of these Amended and Restated By-laws or otherwise shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given; any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent, and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to the preceding sentence shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting, and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder in the manner consented to by the stockholder.

2

     When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     For purposes of these Amended and Restated By-laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

     Section 5.   Stockholders’ List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting, either (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

     Section 6.   Quorum; Adjournment. At any meeting of the stockholders, except as otherwise provided by the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation, or these Amended and Restated By-laws, a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, that no action required by the Amended and Restated Certificate of Incorporation or these Amended and Restated By-laws to be authorized or taken by a designated proportion of shares may be authorized or taken by a lesser proportion; provided, further, that where a separate vote by a class or classes of shares is required by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated By-laws, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote. If such quorum shall not be

3

present or represented by proxy at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power, by vote of a majority of the shares so present or represented, to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy.

     Section 7.   Voting. In all matters other than the election of Directors and other than any matters upon which by express provision of the Amended and Restated Certificate of Incorporation or of these Amended and Restated By-laws a different vote is required, the vote of a majority of the shares entitled to vote on the subject matter and present in person or represented by proxy at the meeting shall be the act of the stockholders. Directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of Directors and present in person or represented by proxy at the meeting. Except as otherwise provided in the Amended and Restated Certificate of Incorporation, each stockholder entitled to vote at any meeting of the stockholders shall be entitled to one vote for each share of capital stock held by such stockholder. Upon the request of not less than 10% in interest of the stockholders entitled to vote at a meeting, voting shall be by written ballot, unless otherwise provided in the Amended and Restated Certificate of Incorporation; if authorized by the stockholders, such requirement of a written ballot shall be satisfied, if authorized by the Board of Directors, by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

     Section 8.   Proxies. Each stockholder entitled to vote at a meeting of the stockholders may authorize, by any means permitted pursuant to the Delaware General Corporation Law and approved by the Board of Directors, another person or persons to act for him by proxy. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

     Section 9.   Notice of Stockholder Business and Nominations.

          (a) Annual Meeting of Stockholders.

               (i) The nomination of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) as specified in the notice of meeting, if so specified, (B) by or at the direction of the Board of Directors or the Chairman of the Board of Directors or, in the event of his absence or disability, the Vice Chairman, or in the event of his absence or disability, the Chief Executive Officer or other officers of the Corporation designated by the Board, or (C) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in subparagraph (a)(ii) of this Section 9 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation.

               (ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subparagraph (a)(i)(C) of this Section 9, the stockholder must have given timely notice thereof in writing or by electronic transmission to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the

4

Secretary at the principal place of business of the Corporation not less than ninety (90) calendar days nor more than one hundred twenty (120) calendar days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided that if the date of the annual meeting is moved more than thirty (30) calendar days from the first anniversary of the preceding year’s annual meeting or if the Corporation did not mail proxy materials for the preceding year’s annual meeting, to be timely, notice by the stockholder must be so delivered not earlier than one hundred twenty (120) calendar days prior to such annual meeting and not later than the later of the ninetieth (90th) calendar day prior to such meeting or the close of business on the tenth (10th) calendar day following the date on which public announcement of the date of such meeting is first made. In no event shall the adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. The stockholder’s notice shall set forth (A) as to each nominee for election or reelection as a Director, all information relating to such person and the nomination that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder or any successors thereto, including the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected, and a description of any arrangements or understandings with the nominee or third parties (including their names) pursuant to which the nomination is to be made, (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business that the stockholder proposes to bring before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business, and arrangements or understandings with third parties (including their names) with respect to such business, that such stockholder may have and that any beneficial owner on whose behalf the proposal is made may have, and (C) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made, (1) the name and address of such stockholder, as such information appears on the Corporation’s books, and of such beneficial owner, (2) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (3) a representation that the such stockholder intends to appear in person or by proxy at the annual meeting to nominate the nominee or to bring such business before the meeting.

          (b) Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting as provided in Article III, Sections 2 and  4 of these Amended and Restated By-laws shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors, or (ii) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 9 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by a stockholder of persons for election to the Board of Directors may be made at such special meeting of stockholders if the stockholder delivers notice thereof, meeting the requirements and setting forth the information required by subparagraph (a)(ii) of this Section 9, to the Secretary at the principal place of business of the Corporation not earlier than ninety (90) calendar days prior to such special meeting or later than the close of business on the tenth (10th) calendar day following the date on which public announcement is first made of the date of such meeting and

5

the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

          (c) General. Only those persons who are nominated in accordance with the procedures set forth in this Section 9 shall be eligible for election as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 9. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation, or these Amended and Restated By-laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting has met the requirements set forth in this Section 9 and, if any proposal or nomination is not in compliance with this Section 9, to declare that such defective proposal or nomination shall be disregarded. The Chairman of the meeting of stockholders shall, if the facts warrant, determine and declare to the meeting that any nomination or business was not properly brought before the meeting and in accordance with the provisions of these Amended and Restated By-laws, and if he or she should so determine, the Chairman shall so declare to the meeting, and any such nomination or business not properly brought before the meeting shall not be transacted.

          (d) Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 9. Nothing in this Section 9 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or change the notice requirements thereunder, or (ii) of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances.

          (e) Whenever used in these Amended and Restated By-laws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or any successors thereto.

     Section 10.   Action by Stockholders by Written Consent. Except as otherwise provided in the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and such written consent or consents or electronic transmission or transmissions are filed with the minutes of proceedings of the stockholders. Such filings shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

6

     Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section 10. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 10 to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

     Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE IV

BOARD OF DIRECTORS

     Section 1.   General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors shall exercise all of the powers and duties conferred by law, except as may be otherwise provided in the Delaware General Corporation Law or in the Amended and Restated Certificate of Incorporation.

     Section 2.   Number of Directors. The number of directors shall be fixed by resolution of the Board of Directors. The Board of Directors shall be elected by the stockholders at their annual meeting, and each director shall be elected to serve for the term of one year and until his successor shall be elected and qualified or until his earlier resignation or removal. Directors may, but need not, be stockholders.

     Section 3.   Election of Directors. The Directors shall be elected at the annual meeting of stockholders, or if not so elected, at a special meeting of stockholders called for that purpose, or by the holders of a majority of the outstanding shares entitled to vote in the election of Directors pursuant to a written consent or consents of such stockholders; at any meeting of stockholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election, and the Directors elected at a meeting shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. The vote of any stockholder on an election of Directors may be taken in any manner approved by the Board of Directors prior to the meeting and no such vote shall be required to be taken by written ballot or by electronic transmission unless otherwise required by law.

7

     Section 4.   Removal; Vacancies. Except as otherwise provided in the Amended and Restated Certificate of Incorporation, any Director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of record of a majority of the outstanding shares then entitled to vote in the election of Directors at any annual or special meeting of the stockholders called for that purpose or by written consent to the extent permitted by law and the Amended and Restated Certificate of Incorporation. The vacancy or vacancies in the Board of Directors caused by any such removal or any removal pursuant to the Amended and Restated Certificate of Incorporation may be filled by a majority of the Directors remaining in office (although less than a quorum) or by the sole remaining Director.

     Section 5.   Resignation; Vacancies. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. A resignation from the Board of Directors shall be deemed to take effect immediately upon receipt of such notice or at such other time as the Director may specify in such notice. The vacancy or vacancies in the Board of Directors resulting from such resignation shall be filled by a majority of the Directors remaining in office (although less than a quorum) or by the sole remaining Director. If a Director dies, the vacancy or vacancies in the Board of Directors resulting from such death shall be filled by a majority of the Directors remaining in office (although less than a quorum) or by the sole remaining Director. Each Director so chosen to fill a vacancy shall hold office for the unexpired term of his predecessor and until the next election of Directors, and until his successor shall be elected and qualified, or until his earlier resignation or removal.

     Section 6.   Annual Meeting. Immediately following each annual meeting of stockholders for the election of Directors, the Board of Directors may meet for the purpose of organization, the election of officers and the transaction of other business at the place, if any, where the annual meeting of stockholders for the election of Directors is held. Notice of such meeting need not be given. Such meeting may be held at any other time or place, if any, which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof signed by all of the Directors.

     Section 7.   Regular Meetings. Regular meetings of the Board of Directors may be held at such places (within or without the State of Delaware), if any, and at such times as the Board shall by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at such place, if any, at the same hour and on the next succeeding business day not a legal holiday. Notice of regular meetings need not be given.

     Section 8.   Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, by the President, by any Director or by the Secretary. Notice of each such meeting shall be mailed to each Director, addressed to him at his residence or usual place of business, at least three (3) days before the day on which the meeting is to be held, or shall be sent to him by telegram or cablegram so addressed, or shall be delivered personally or by telephone or telecopy or other electronic or wireless means, at least twenty-four (24) hours before the time the meeting is to be held. Each such notice shall state the time and place (within or without the State of Delaware), if any, of the meeting but need not state the

8

purposes thereof, except as otherwise required by the Delaware General Corporation Law or by these Amended and Restated By-laws.

     Section 9.   Quorum: Voting Adjournment. Except as otherwise provided by the Amended and Restated Certificate of Incorporation or by these Amended and Restated By-laws, a majority of the total number of Directors or any committee thereof shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or such committee, respectively. In the absence of a quorum, the Director or Directors present at any meeting may adjourn such meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.

     Section 10.   Communications. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

     Section 11.   Action of Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such written consent or consents or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such committee. Such filings shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

     Section 12.   Compensation. The Board of Director shall have the authority to fix the compensation of Directors for their services. Nothing herein contained shall be construed so as to preclude any Director from serving the Corporation in any other capacity, or from serving any of its stockholders, subsidiaries or affiliated corporations in any capacity, and receiving compensation therefor.

     Section 13.   Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation and to be governed by Section 141(c)(2) of the Delaware General Corporation Law, as amended from time to time (or of any successor thereto, however denominated). The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to the limitations of Section 141(c) of the Delaware General Corporation Law, as amended from time to time (or of any successor thereto, however denominated), any such committee, to the extent provided in the Board resolution, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if any) to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to stockholders, any action or

9

matter expressly required by law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

     Section 14.   Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purposes, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE V

NOTICES

     Section 1.   Notices. Whenever, under the provisions of the Delaware General Corporation Law or of the Amended and Restated Certificate of Incorporation or these Amended and Restated By-laws, notice is required to be given to any Director or stockholder, it shall not be necessary that personal notice be given, and such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation or at his residence or usual place of business, with postage thereon prepaid, and such notice shall be deemed to be given three (3) days after the same shall be deposited in the United States mail. Notice also may be given in any other proper form, as authorized by the Delaware General Corporation Law. Notice that is given by facsimile shall be deemed delivered when sent to a number at which any Director or stockholder has consented to receive such notice with receipt confirmed. Notice that is given in person or by telephone shall be deemed to be given when the same shall be delivered. Without limiting the manner by which notice otherwise may be given effectively to any Director or stockholder, any notice given under any provision of these Amended and Restated By-laws shall be effective if given by a form of electronic transmission consented to by such person. Notice given by electronic mail shall be deemed delivered when directed to an electronic mail address at which such person has consented to receive notice and notice given by a posting on an electronic network together with separate notice to such person of such specific posting shall be deemed delivered upon the later of (a) such posting and (b) the

10

giving of such separate notice. Notice given by any other form of electronic transmission shall be deemed given when directed to any Director or stockholder in the manner consented to by such Director or stockholder.

     Section 2.   Waiver of Notice. Whenever any notice is required to be given under any provision of the Delaware General Corporation Law or of the Amended and Restated Certificate of Incorporation or these Amended and Restated By-laws, a written waiver of any notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the notice required to be given to such person. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

     Section 1.   Officers. The officers of the Corporation shall include a President, a Secretary, a Treasurer and, if the Board of Directors shall so determine, or as may be deemed necessary by the Board from time to time, a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents and other officers and assistant officers. Any number of offices may be held by the same person.

     Section 2.   Election of Officers. Each officer of the Corporation shall be elected by the Board of Directors and shall hold office at the pleasure of the Board of Directors until his successor has been elected or until his earlier resignation or removal.

     Section 3.   Resignation. Any officer may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect immediately upon receipt of such notice or at such other time specified in such notice. Unless otherwise specified in such notice, the acceptance of such resignation by the Corporation shall not be necessary to make it effective.

     Section 4.   Removal. Any officer may he removed at any time, either with or without cause, by action of the Board of Directors.

     Section 5.   Vacancies. A vacancy in any office because of death, resignation, removal or any other reason shall be filled by the Board of Directors.

     Section 6.   Powers and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being the powers or duties of such officer, or any of them, to any other officer or to any Director. The Board of Directors may

11

from time to time delegate to any officer the authority to appoint and remove subordinate officers and to prescribe their authority and duties.

     Section 7.   Compensation. The compensation of the officers shall be fixed from time to time by the Board of Directors or, if delegated by the Board, by the President or Chairman of the Board. Any such decision by the President or Chairman of the Board shall be final unless expressly overruled or modified by action of the Board of Directors, in which event such action of the Board of Directors shall be conclusive of the matter. Nothing contained herein shall preclude any officer from serving the Corporation in any other capacity, including that of Director, or from serving any of its stockholders, subsidiaries or affiliated corporations in any capacity, and receiving a proper compensation therefor.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     Section 1.   Indemnification of Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, any Director or officer who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager, partner, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, manager, partner, trustee, employee or agent or in any other capacity while serving as a director, officer, manager, partner, trustee, employee or agent, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and such indemnification shall continue as to a person who has ceased to be a director, officer, manager, partner, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators, provided, however, that, (i) except as provided in Section 4 of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation and (ii) the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Corporation has consented to such settlement.

     Section 2.   Indemnification of Employees and Agents. The Corporation may indemnify any employee or agent of the Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine.

12

     Section 3.   Advancement of Expenses. Expenses, including attorneys’ fees, incurred by a Director or officer of the Corporation in defending any proceeding referred to in Section 1 of this Article, shall be paid by the Corporation, in advance of the final disposition of such proceeding (hereinafter an “advancement of expenses”) upon receipt of an undertaking by or on behalf of the Director or officer to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article; which undertaking may be secured or unsecured, at the discretion of the Corporation.

     Section 4.   Procedures and Presumptions Under this Article VII. If a claim under Section 1 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for advancement of expenses, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the claimant shall be entitled to be paid also the expense of prosecuting such claim. In (a) any suit brought by a claimant to enforce a right to indemnification hereunder (but not in a suit brought by a claimant to enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the claimant has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, a committee of such Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law for the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, a committee of such Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct or, in the case of such a suit brought by the claimant, be a defense to such suit.

     Section 5.   Determination of Entitlement to Indemnification. Any indemnification to be provided under Section 1 or 2 of this Article VII (unless ordered by a court of competent jurisdiction and except as specified in Section 145(c) (or any successor Section) of the Delaware General Corporation Law) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because such person has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made (i) by the Board of Directors by a majority vote of directors who were not parties to the action, suit or proceeding, even though less than a quorum, in respect of which indemnification is sought or by a majority vote of members of a committee of the Board of Directors composed of at least two members each of whom is not a party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable and/or such a committee is not established or obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders entitled to vote thereon.

13

     Section 6.   Indemnification Provided in this Article VII Not Exclusive. The indemnification and advancement of expenses provided under this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the Amended and Restated Certificate of Incorporation of the Corporation, these Amended and Restated By-laws, any agreement, vote of stockholders or of disinterested Directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.

     Section 7.   Article VII Deemed a Contract. This Article shall be deemed to be a contract between the Corporation and each Director or officer of the Corporation, or individual who is or was serving at the request of the Corporation as a director, officer, member, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, who serves in such capacity at any time while this Article is in effect, and any repeal, amendment or other modification of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

     Section 8.   Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation, or individual serving at the request of the Corporation as a director, officer, member, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE VIII

LOANS, CHECKS DEPOSITS, ETC.

     Section 1.   General. All checks, drafts, bills of exchange or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors, which designation maybe general or confined to specific instances.

     Section 2.   Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other

14

obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

     Section 3.   Banking. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may authorize. The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Amended and Restated By-laws, as it may deem expedient. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation shall be endorsed, assigned and delivered by such person or persons and in such manner as may from time to time be authorized by the Board of Directors.

     Section 4.   Securities Held By The Corporation. Unless otherwise provided by resolution adopted by the Board of Directors, the Board, the President or any Vice President of the Corporation may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation the powers and rights to vote or consent which the Corporation may have as the holder of stock or other securities in any other corporation; and the Board or such officer may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and the Board or such officer may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal (if any), or otherwise, all such written proxies, powers of attorney or other written instruments as the Board or such officer may deem necessary in order that the Corporation may exercise such powers and rights.

ARTICLE IX

STOCK

     Section 1.   Certificates of stock. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the President, a Vice President or the Chairman of the Board and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, representing the number and class of shares of stock in the Corporation owned by him. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.

     Section 2.   Lost, Stolen, Destroyed or Mutilated Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate for stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the

15

Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated without the posting by the owner of any bond upon the surrender by such owner of such mutilated certificate.

     Section 3.   Transfers. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof to the person in charge of the stock and transfer books and ledgers. Such certificates shall be cancelled and new certificates shall thereupon be issued. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

     Section 4.   Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors. In the case of (a) a meeting, such record date also shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (b) a consent or dissent to corporate action in writing without a meeting, such record date also shall not he more than ten (10) days after the date upon which such resolution is adopted by the Board of Directors; or (c) the payment of any dividend or other distribution, allotment of any rights, exercise of any rights in respect of any change, conversion or exchange of stock or any other lawful action, such record date also shall not be more than sixty (60) days prior to such action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 5.   Protection of Corporation. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

     Section 6.   Dividends. Subject to the provisions of the Amended and Restated Certificate of Incorporation, the Board of Directors may at any regular or special meeting, declare dividends upon the stock of the Corporation either (a) out of its surplus, as defined in and computed in accordance with Sections 154 and 244 of the Delaware General Corporation Law or (b) in case there shall be no such surplus, out of its net profits for the fiscal year in which the

16

dividend is declared and/or the preceding fiscal year. Dividends may be paid in cash, in property or in shares of capital stock. Before the declaration of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors deems proper as reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

FORM OF RECORDS

     Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept in any manner authorized by the Delaware General Corporation law, including by means of, or in the form of, any storage device or method, provided that records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records kept in such manner upon the request of any person entitled to inspect such records pursuant to the Delaware General Corporation Law.

ARTICLE XI

CORPORATE SEAL

     The Corporation may adopt a corporate seal which, if adopted, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XII

EMERGENCY BY-LAWS

     The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware General Corporation Law, any emergency by-laws permitted by the Delaware General Corporation Law which shall be operative only during such emergency. In the event the Board of Directors does not adopt any such emergency by-laws, the special rules provided in the Delaware General Corporation Law shall be applicable during an emergency as therein defined.

ARTICLE XIII

SECTION HEADINGS; INTERPRETATION

     The headings contained in these Amended and Restated By-laws are for reference purposes only and shall not be construed to be part of and shall not affect in any way the meaning or interpretation of these Amended and Restated By-laws. In the event that any provision of these Amended and Restated By-laws is or becomes inconsistent with any provision of the Amended and Restated Certificate of Incorporation, the General Corporation Law of the

17

State of Delaware or any other applicable law, the provision of these Amended and Restated By-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE XIV

AMENDMENTS

     These Amended and Restated By-laws may be amended or repealed as provided by the Amended and Restated Certificate of Incorporation.

18

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Samuel F. Thomas, Chairman of the Board, Chief Executive Officer and President of Chart Industries, Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Chart Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2007

/s/ Samuel F. Thomas  

Samuel F. Thomas 

Chairman of the Board, Chief Executive Officer and President 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael F. Biehl, Executive Vice President, Chief Financial Officer and Treasurer of Chart Industries, Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Chart Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2007

/s/ Michael F. Biehl  

Michael F. Biehl 

Executive Vice President, Chief Financial Officer and Treasurer 

EX-32.1

Exhibit 32.1

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Chart Industries, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

(a)	The Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Dated: August 13, 2007	/s/ Samuel F. Thomas
	Samuel F. Thomas
	Chairman of the Board, Chief Executive Officer and President

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.

EX-32.2

Exhibit 32.2

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Chart Industries, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

(a)	The Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Dated: August 13, 2007	/s/ Michael F. Biehl
	Michael F. Biehl
	Executive Vice President, Chief Financial Officer and Treasurer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.