10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

           For the fiscal year ended December 31, 2000

OR

¨ 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 (State or other jurisdiction of incorporation or organization) 5885 Landerbrook Dr. Suite 150, Cleveland, Ohio (Address of principal executive offices) 34-1712937 (I.R.S. Employer Identification No.) 44124 (Zip Code)

Registrant’s telephone number, including area code: (440) 753-1490

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

Title of each class	Name of each exchange on which registered
Common Stock,	New York Stock Exchange
par value $.01 per share

Securities registered pursuant to Section 12(g) of the Act: None

        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 for 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  ¨

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

        As of February 15, 2001, the registrant had 24,392,099 shares of Common Stock outstanding. As of that date, the aggregate market value of the Common Stock of the registrant held by non-affiliates was $76,028,611 (based upon the closing price of $4.65 per share of Common Stock on the New York Stock Exchange on February 15, 2001). For purposes of this calculation, the registrant deems the 8,041,860 shares of Common Stock held by all of its Directors and executive officers to be the shares of Common Stock held by affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant’s definitive Proxy Statement to be used in connection with its Annual Meeting of Stockholders to be held on May 3, 2001 are incorporated by reference into Part III of this Form 10-K.

        Except as otherwise stated, the information contained in this Form 10-K is as of December 31, 2000.

PART I

Item 1.    Business; and Item 2.    Properties

THE COMPANY

        Chart Industries, Inc. (the “Company” or “Chart”) was organized in June 1992 as a Delaware corporation to serve as a holding company for the operations described herein. As used herein, the terms “Company” or “Chart” mean Chart Industries, Inc., its subsidiaries and its predecessors, unless the context otherwise indicates. The Company’s executive offices are located at 5885 Landerbrook Drive, Suite 150, Cleveland, Ohio 44124, and its telephone number is (440) 753-1490.

        The Company’s sales for the year ended December 31, 2000 reached $325.7 million, an increase of 11.2 percent over sales of $292.9 million in 1999. The Company’s net income in 2000 was $2.2 million compared with a net loss of $36.3 million in 1999. The 1999 net loss includes the effects of a reorganization of the Company which resulted from the April 12, 1999 acquisition of MVE Holdings, Inc. (“MVE”). Excluding non-recurring items resulting from this acquisition and reorganization, the Company had net income of $4.2 million in 1999.

        Management anticipates that demand for the Company’s products will increase over the next several years. The Company has initiatives to pursue multiple new products focused on the end-user equipment markets for cryogenic (low-temperature) liquids. The use of liquid natural gas (“LNG”) as a vehicle fuel and power generating feedstock, liquid carbon dioxide ( “CO ₂ ”) as a cleaning solvent and telemetry to improve distribution logistics each in their own right offer significant market potential. In addition, the Company plans to continue to focus on its worldwide presence as global industrialization and heightened environmental standards result in higher demand for high purity industrial gases, which are generally produced, stored and distributed in a cryogenic form. The recent mergers of several industrial gas producers have temporarily reduced the demand for new process equipment that the Company offers to industrial markets. The pressures for increased efficiency in the industry, however, are expected to result in renewed demand for newer equipment and increased service of existing equipment. The Company is well positioned to benefit from both of these developments. In the hydrocarbon processing market, management expects strong domestic and international growth, stemming in part from increased global natural gas production. Oil producing countries are newly committed to capturing and marketing flared methane that previously was a waste product of the production process. This increased availability of economically priced hydrocarbons is expected to result in greater demand for equipment to liquefy, process and transport these gases.

BUSINESS

General

        The Company is a leading supplier of standard and custom-built equipment primarily used for cryogenic (low-temperature) applications. The Company has developed a particular expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0° Kelvin; -273° Centigrade; -459° Fahrenheit). 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 application of industrial gases and hydrocarbons.

Segments and Products

        The Company’s operations are organized within three segments: Applied Technologies, Distribution & Storage Equipment and Process Systems & Equipment. Further information about these segments is found at Note L to the Company’s financial statements included at Item 8 of this Annual Report on Form 10-K.

Applied Technologies Segment

        The Applied Technologies segment, which accounted for 42.1 percent of the Company’s sales in 2000, consists of various product lines built around the Company’s core competencies in cryogenics but with a focus on the end users of the liquids and gases instead of the large producers and distributors. The Company’s products in the Applied Technologies segment include the following:

LNG Alternative Fuel Systems

        This product line consists of vacuum-insulated containers for LNG storage, cryogenic pumps and liquid dispensers for vehicle fueling systems and LNG and liquid compressed natural gas refueling systems for centrally fueled fleets of vehicles powered by LNG, such as fleets operated by metropolitan transportation authorities, refuse haulers and heavy-duty truck fleets. Competition for LNG fueling and storage systems is based primarily on product design, customer support and service, dependability and price. Although there are alternatives to LNG fuel, the Company is not aware of any viable alternatives to vacuum-insulated containers for LNG fueling and storage systems. The Company has formed a new subsidiary, NexGen Fueling®, Inc. (“NexGen”), to pursue this opportunity. The Company has engaged an investment banking firm to assist the Company in obtaining outside financing to help fund the development of the NexGen business, but the Company plans to retain a majority ownership interest in NexGen.

Telemetry Products

        The Company is developing a new business which focuses primarily on providing routing data to distributors of home health care oxygen and beverage CO ₂ . The Company expects that this business will expand into other areas of liquid distribution, such as micro-bulk industrial gases, as the product gains acceptance. This routing data is expected to lower distribution costs and make liquid oxygen and liquid CO ₂ more competitive than the existing modes of supply to each of these markets. The Company has formed a new subsidiary, CoolTel®, Inc. (“CoolTel”), to pursue this opportunity. The Company has engaged an investment banking firm to assist the Company in obtaining outside financing to help fund the development of the CoolTel business, but the Company plans to retain a majority ownership interest in CoolTel.

DryWash® CO ₂ Cleaning Systems

        The Company offers a patented CO ₂ cleaning system to the drycleaning market which allows the drycleaner to replace the highly regulated perchlorethylene solvent with environmentally friendly CO ₂ . The system consists of a drycleaning machine, custom storage tanks, CO ₂ bulk storage tanks, mixing equipment and delivery equipment. While the Company has completed most of the development of this product, commercialization of the product is dependent on cost reduction and customer acceptance of the new process.

Magnetic Resonance Imaging (“MRI”) Cryostat Components

        The basis of the MRI technique is the magnetic properties of certain nuclei of the human body which can be detected, measured and converted into images for analysis. MRI equipment uses high-strength magnetic fields, applied radio waves and high-speed computers to obtain cross-sectional images of the body. The major components of the MRI assembly are a series of concentric thermal shields and a supercooled magnet immersed in a liquid helium vessel (a “cryostat”) that maintains a constant, extremely low temperature ( 4° Kelvin; -452° Fahrenheit) to achieve superconductivity. The Company manufactures large cryostats, various cryogenic interfaces, electrical feed-throughs and various other MRI components that are used to transfer power and/or cryogenic fluids from the exterior of the MRI unit to the various layers of the cryostat and superconducting magnet.

        The Company currently sells all of its MRI cryostats to General Electric Company (“GE”) and is the exclusive supplier of GE’s cryostats. GE is the leading worldwide manufacturer of MRI equipment.

Bulk Liquid CO ₂ Containers

        This product line consists primarily of vacuum-insulated, bulk liquid CO ₂ containers used for beverage carbonation in restaurants, convenience stores and cinemas. The Company also manufactures and markets non-insulated bulk flavored syrup containers for side-by-side installation with its CO ₂ systems. The Company’s beverage systems are sold to food franchisers, soft drink companies and CO ₂ distributors.

        The Company’s primary competitors for its bulk liquid CO ₂ beverage delivery systems are producers of high pressure gaseous CO ₂ systems and sellers of bulk liquid CO ₂ beverage systems. The Company believes that competition for bulk liquid CO ₂ beverage systems is based primarily on service and price.

Medical Products

        The medical oxygen product lines include a limited range of medical respiratory products, including liquid oxygen systems, ambulatory oxygen systems and oxygen concentrators, all of which are used for the in-home supplemental oxygen treatment of patients with chronic obstructive pulmonary diseases, such as bronchitis, emphysema and asthma. The Company also manufactures and markets patient information systems, consisting of both electronic hardware and software, which allow its customers to monitor system performance and patient compliance.

        Individuals for whom supplemental oxygen is prescribed generally purchase or rent an oxygen system from a home healthcare provider or medical equipment dealer. The provider/dealer or physician usually selects which type of oxygen system to recommend to its customers: liquid oxygen systems, oxygen concentrators or high pressure oxygen cylinders. Liquid systems are currently believed to have more therapeutic value.

        The Company believes that competition for liquid oxygen systems is based primarily upon product performance, reliability, ease-of-service and price and focuses its marketing strategies on these considerations.

Biological Storage Systems

        This product line consists of vacuum-insulated vessels used by the beef and dairy cattle breeding industry to transport frozen semen and embryos and vacuum-insulated vessels used by hospitals, medical laboratories and research facilities to transport and store human organs, tissue samples and other temperature-sensitive biological matter.

        These products are sold through laboratory product original equipment manufacturers (“OEMs”), laboratory product distributors, industrial gas distributors and breeding service providers. Many of these distributors provide a single source for many different types of products to hospitals, medical laboratories and research facilities.

        The Company’s competitors for biological storage systems include only a few companies inside and outside the United States, including Harsco. Competition for biological storage systems is based primarily on product design, reliability and price. Alternatives to vacuum-insulated vessels include mechanical, electrically powered refrigeration for storage of biological matter.

Thermal Vacuum Test Chambers

        The Company designs and manufactures thermal vacuum systems marketed to a customer base that includes the aerospace industry, government agencies, universities and national research facilities. The Company is a leading domestic supplier of space simulation systems and other types of test chambers used to test satellites and electronic components. The Company also manufactures large vacuum chambers for telescope mirror aluminizing, a process in which aluminum is vaporized to coat the surface of a large telescope mirror to restore its reflectivity. Management believes that the Company, as a pioneer in the development of this technology, has supplied the majority of these systems worldwide. The Company’s major competitors in the market for thermal vacuum products and systems for aerospace and research applications include XL/CBI, Dynavac and Bemco.

        The Company’s experience and technological advancements in the high-vacuum area resulted in its involvement, beginning in 1995 and concluding in December 1998, in equipping the Laser Interferometer Gravitational-Wave Observatory (“LIGO”) project, a scientific research project sponsored by the National Science Foundation and jointly managed by the Massachusetts Institute of Technology and the California Institute of Technology. The observatories are dedicated to the detection and measurement of cosmic gravitational waves and the harnessing of these waves for scientific research. The Company supplied all of the required LIGO vacuum equipment, including vacuum chambers, large pipe spools, valves, vacuum pumps, controllers and modular clean rooms. Management believes that expertise in the field of high-vacuum technology developed by the Company through its involvement in the LIGO project may have a number of new commercial applications.

Vacuum-Insulated Pipe

        This product line specializes in the design and fabrication of custom cryogenic piping (“VIP”) for liquid nitrogen, oxygen, argon, helium and hydrogen in pipe sizes ranging from  ¹ /4" to 48". The configuration of VIP is built to order and is restricted only by shipping and installation constraints. Approximately 50 percent of VIP is supplied as fuel transfer piping to space launch facilities. Launch pad construction is at an all time high to service increased launch demand for satellites driven by growth in telecommunications, global positioning, scientific observation and defense applications. The Company provides unique design, production and installation capabilities. The Company’s equipment is employed on every launch facility in North America. Competition for VIP is based on technology (foam vs. vacuum insulation), price and delivery lead times.

        The Company is developing new technologies for insulated piping that will expand applications for the Company’s VIP. Python™ piping is sold as an alternative to modular foam insulated piping for thermally sensitive liquids, process fluids and beverage production. Large bore vacuum insulated piping is now being employed for LNG transmission in production and receiving terminals.

Nitrogen Injection Systems

        This product line consists of injectors used by the bottling industry to give enhanced storage characteristics to non-carbonated beverages such as iced tea, water and juices.

Environmental Test Chambers

        This product line provides the most thermally efficient test chambers, capable of providing 60° celsius-per-minute temperature change. State-of-the-art vibration systems can also be combined with the thermal test chamber.

Cryogenic and Non-Cryogenic Components

        The Company’s line of cryogenic components, including high-pressure cryogenic pumps, valves and specialty components, are recognized in the market for their reliability, quality and performance. These products are sold to the Company’s heat exchanger and cold box customers in the industrial gas and hydrocarbon processing industries, as well as to a diverse group of customers in those and other industries. The Company competes with a number of suppliers of cryogenic components, including Cryogenic Industries, CCI and Acme Cryogenics.

        The Company also produces small diameter stainless steel tubing for sale to distributors to satisfy their customers’ requirements for quick delivery. The Company’s manufacturing strategy is to focus on custom sizes and smaller production runs, which management believes gives the Company a competitive advantage in providing a superior quality product while meeting customer demands for dependable, fast delivery. With its production and marketing efforts directed principally to customers relying on prompt delivery, the Company is able to compete primarily on the basis of service rather than price. Numerous manufacturers of stainless steel tubing are able to compete with the Company in this market.

Distribution & Storage Equipment Segment (“Distribution and Storage”)

        Representing 42.3 percent of the Company’s sales in 2000, the products supplied by the Distribution and Storage segment are driven primarily by the large and growing installed base of users of cryogenic liquids as well as new applications and distribution technologies for cryogenic liquids. The Company’s products span the entire spectrum of the industrial gas market from small customers requiring cryogenic packaged gases to large users requiring custom engineered cryogenic storage systems and include the following:

Cryogenic Bulk Storage Systems

        The Company is a leading supplier of cryogenic bulk storage systems of various sizes ranging up to 100,000 gallons. Using sophisticated vacuum insulation systems placed between inner and outer vessels, these bulk storage systems are able to store and transport liquefied industrial gases and hydrocarbon gases at temperatures nearing absolute zero. The Company has experienced growth in its bulk storage systems sales as the demand for liquefied industrial gases and liquefied hydrocarbon gases has increased. Customers for the Company’s cryogenic storage tanks include industrial gas producers, chemical producers, manufacturers of electrical components and businesses in the oil and natural gas industries. Prices for the Company’s cryogenic bulk storage systems range from $20,000 to $500,000. Principal customers for the Company’s cryogenic bulk storage systems are AGA, Air Liquide, Air Products, BOC and Praxair. The Company competes chiefly with Harsco in this area.

Cryogenic Packaged Gas Systems

        The Company is a leading supplier of cryogenic packaged gas systems of various sizes ranging from 50 gallons to 1,000 gallons. Cryogenic liquid cylinders are used extensively in the packaged gas industry to allow smaller quantities of liquid to be easily delivered to the customers of the industrial gas distributors on a full-for-empty basis. Principal customers for the Company’s liquid cylinders are AGA, Air Liquide, Air Products, BOC and Praxair. The Company competes chiefly with Harsco in this area. The Company has recently developed two new technologies in the packaged gas product area: ORCA® Micro-Bulk systems and Tri-fecta® Laser Gas assist systems. ORCA® Micro-Bulk systems bring the ease of use and distribution economics of bulk gas supply to customers formerly supplied by high pressure or cryogenic liquid cylinders. The ORCA® Micro-Bulk system growth has exceeded Company expectations and is the substantial market leader in this growing segment. The Tri-fecta® Laser Gas assist system was developed to meet the performance requirements for new high powered lasers being used in the metal fabrication industry. Growth of this product has also exceeded Company expectations, and the Company has no knowledge of a similar competitive product.

Distribution Equipment

        The Company supplies numerous products used for transporting cryogenic liquids including railcars, intermodal containers and small truck-mounted units used in the ORCA® Micro-Bulk delivery system. The market for specialized distribution equipment for use in the nitrogen oil field service industry, one market served by this business, is growing substantially.

Cryogenic Services

        The Company operates four locations providing installation, service and maintenance of cryogenic products including storage tanks, liquid cylinders, cryogenic trailers, cryogenic pumps and vacuum-insulated pipe. The Company’s national service network is unique in the industry, and the Company believes this network provides a significant competitive edge. The Company anticipates the demand for full service, national, qualified maintenance of cryogenic products and installations will increase. The Company’s cryogenic services business results primarily from its March 1999 acquisition of a group of privately held companies, collectively known as Northcoast Cryogenics (“Northcoast”), and its December 1999 acquisition of the operational assets and personnel of Air Liquide America’s cryogenic repair center located in Houston, Texas.

Process Systems & Equipment Segment (“Process Systems”)

        The Company’s principal products within the Process Systems segment, which accounted for 15.6 percent of sales in 2000, are focused on the process equipment, primarily heat exchangers and coldboxes, used by the major industrial gas, natural gas and petrochemical companies in the production of their products.

Heat Exchangers

        The Company is the leading designer and manufacturer of cryogenic heat exchangers. Using technology pioneered by the Company, heat exchangers are incorporated into systems such as cold boxes to facilitate the progressive cooling and liquefaction of air or hydrocarbon mixtures for the subsequent recovery or purification of component gases. In the industrial gas market, heat exchangers are used to obtain high purity atmospheric gases, such as oxygen, nitrogen and argon, which have numerous diverse industrial applications. In hydrocarbon processing industries, heat exchangers allow producers to obtain purified hydrocarbon by-products, such as methane, ethane, propane and ethylene, which are commercially marketable for various industrial or residential uses. Heat exchangers are customized to the customer’s order and range in price from approximately $30,000 for a relatively simple unit to as high as $10 million for a major project.

        Management anticipates the return of strong demand for its heat exchangers, resulting substantially from increased activity in the petrochemical and liquid natural gas segments of the hydrocarbon processing market. In particular, management believes that continuing efforts by petroleum producing countries to make better use of previously flared methane and to broaden their industrial base present a promising source of demand for the Company’s heat exchangers. Demand for heat exchangers in developed countries is expected to continue as firms upgrade their facilities for greater efficiency and regulatory compliance. Historic demand for heat exchangers has cycled to very low levels and typically recovered to new peak requirements. To ensure adequate capacity for anticipated growth in demand for heat exchangers, the Company operates two facilities, the larger being in the United States with a smaller capacity facility in the United Kingdom.

        The Company’s principal competitors for heat exchangers are Linde, Sumitomo, Kobe and Nordon. Management believes that the Company is the only producer of large brazed aluminum heat exchangers in the United States and, with the second facility in the United Kingdom, has the leading market share in the global heat exchanger market. Major customers for the Company’s heat exchangers in the industrial gas market include Air Liquide, Air Products, BOC, MG Industries and Praxair. In the hydrocarbon processing market, major customers include BP AMOCO, ARCO, EXXON and contractors such as ABB Lummus, Bechtel and M.W. Kellogg.

Cold Boxes

        The Company is a leading designer and fabricator of cold boxes. Cold boxes are highly engineered systems used to significantly reduce the temperature of gas mixtures to the point where component gases liquefy and can be separated and purified for further use in multiple industrial, scientific and commercial applications. In the industrial gas market, cold boxes are used to separate air into its major atmospheric components, including nitrogen, oxygen and argon, where the gases are used in a diverse range of applications such as the quick-freezing of food, wastewater treatment and industrial welding. In the hydrocarbon processing market, the Company’s cold box systems are used in natural gas processing and in the petrochemical industry. The construction of a cold box generally consists of one or more heat exchangers and other equipment packaged in a “box” consisting of metal framing and a complex system of piping and valves. Cold boxes, which are designed and fabricated to order, sell in the price range of $500,000 to $10 million, with the majority of cold boxes priced between $1 million and $2 million.

        The Company has a number of competitors for fabrication of cold boxes, including E.S. Fox and Ivor J. Lee. Principal customers for the Company’s cold boxes include Air Liquide, ABB Lummus, BP AMOCO, Bechtel, Stone & Webster, M.W. Kellogg, and Lurgi.

Market Overview

        The Company serves a wide variety of markets through its emphasis on the equipment for end-users of cryogenic liquids. These markets include beverage bottling and dispensing, alternative transportation fuels, environmentally friendly dry cleaning, biomedical research, medical test equipment, home-healthcare and electronics testing, to name just a few. With such a wide variety of markets, the Company has reduced the effect that fluctuations in the overall industrial gas and hydrocarbon markets have on its profitability.

        Despite its cyclicality, management believes that the global expansion of the industrial gas and hydrocarbon processing markets presents attractive opportunities for growth. To date, the sources of the Company’s international business principally have been its large domestic-based customers, who are aggressively expanding into international markets, and large foreign-based companies with significant U.S. operations. In 2000, approximately 33 percent of the Company’s sales were destined for use at job sites outside the United States compared to 34 percent in 1999 and 30 percent in 1998. During 1999, to position the Company to take advantage of anticipated growth opportunities in the Company’s markets abroad, management concentrated its efforts on forming the Chart Europe Division. The mission of this division is to integrate the Company’s European manufacturing ability with its marketing arm. Sales in this division grew 35.9 percent to $36.2 million in 2000.

        The industrial gas market is the largest market served by the Company. The top world producers of industrial gases have been among the Company’s largest customers for each of the last three years. Producers of industrial gases separate atmospheric air into its component gases using cryogenic processes. The resultant liquid gases are then stored and transported for ultimate use by a wide variety of customers in the petrochemical, electronics, glass, paper, metals, food, fertilizer, welding, enhanced oil recovery and medical industries. Industrial gas producers use heat exchangers and cold boxes to produce liquid gases. Cryogenic tanks and components, including pumps, valves and piping, are also used to store, transport and distribute liquid gases to end users.

        The hydrocarbon processing market consists of petrochemical and natural gas processors. Natural gas processing involves the separation and purification of natural gas for the production of liquid gas end products such as methane, ethane, propane and butane, and by-products such as helium, which have numerous commercial and industrial applications. In the petrochemical industry, cryogenic separation and purification processes are required to produce ethylene (the basic building block of plastics), propylene and numerous other primary hydrocarbons having industrial uses. Like the industrial gas market, the hydrocarbon processing market uses all of the categories of the Company’s cryogenic products in the gas separation and purification processes and the subsequent storage and distribution of liquid gases. Major customers for the Company’s products in the hydrocarbon processing markets are large multinational firms in the oil and gas industry, and large engineering and construction concerns.

Engineering and Product Development

        The Company’s engineering and product development activities are focused on developing new and improved solutions and equipment for the users of cryogenic liquids. The Company’s engineering, technical and marketing employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Portions of the Company’s engineering expenditures typically are charged to customers, either as separate items or as components of product cost.

Competition

        Management believes the Company can compete effectively around the world and that it is a leading competitor in its markets. Competition is based primarily on performance and the ability to provide the design, engineering and manufacturing capabilities required in a timely and cost-efficient manner. Contracts are usually awarded on a competitive bid basis. Quality, technical expertise and timeliness of delivery are the principal competitive factors within the industry. Price and terms of sale are also important competitive factors. Because reliable market share data is not available, it is difficult to estimate the Company’s exact position in its markets, although the Company believes it ranks among the leaders in each of the markets it serves.

Marketing

        The Company’s principal operating units currently market products and services in North America primarily through 166 direct sales personnel, and supplement these direct sales through independent sales representatives and distributors. The technical and custom design nature of the Company’s products requires a professional, highly trained sales force. While each salesperson is expected to develop a highly specialized knowledge of one product or group of products within a segment of the Company, each salesperson is now able to sell many products from different segments to a single market.

        The Company uses independent sales representatives to conduct its sales in certain foreign countries that the Company serves. These independent sales representatives supplement the Company’s direct sales force in dealing with language and cultural matters. The Company’s domestic and foreign independent sales representatives earn commissions on sales, which vary by product type.

Orders and Backlog

        The Company considers orders to be those for which the Company has received a signed purchase order or other written contract from the customer. Such orders are included in backlog until recognized as revenue or cancelled. The table below sets forth orders and backlog by segment for the periods presented.

	Years Ended December 31,
	2000	1999	1998
	(Dollars in thousands)
Orders
Applied Technologies	$148,259	$112,528	$  53,004
Distribution and Storage Equipment	154,756	96,722	36,727
Process Systems & Equipment	78,149	32,087	82,404
Total	$381,164	$241,337	$172,135
Backlog
Applied Technologies	$  35,205	$  25,891	$  17,615
Distribution and Storage Equipment	39,227	26,372	14,820
Process Systems & Equipment	33,686	8,165	63,688
Total	$108,118	$  60,428	$  96,123

        The Company experienced a significant increase in orders in the Process Systems segment in 2000. This increase was due to a recovery in the natural gas processing market. In the Applied Technologies segment the increase was largely driven by the inclusion of certain MVE products for the full year, while 1999 only included orders for these products subsequent to April 12. Additionally, MRI cryostat, LNG systems and medical oxygen products all showed significant order improvements over 1999. Like Applied Technologies, the Distribution and Storage segment benefited significantly in 2000 by the inclusion of MVE for the full year. In addition, the packaged gas and ORCA® Micro-Bulk delivery systems demonstrated significantly improved orders due to several new long term supply agreements with large industrial gas suppliers. The Company’s Czech Republic operations also continued to increase market share in Europe as they demonstrated improved quality.

        Approximately 98 percent of the December 31, 2000 backlog is scheduled to be recognized as sales during 2001. The Company’s backlog fluctuates from time to time, and the amounts set forth above are not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. The increased focus within the Company on the Distribution and Applications segments will generally reduce backlog, as products within these segments tend to have shorter lead times.

Customers

        Ten customers accounted for 42 percent of consolidated sales in 2000. The Company’s sales to particular customers fluctuate from period to period. In 2000, approximately 33 percent of sales were destined to be used in foreign countries. To reduce credit risk for both foreign and domestic sales, the Company requires customer advances, letters of credit and other similar guarantees of payment. For certain foreign customers the Company also purchases credit and political risk insurance. The Company believes its relationships with customers are good.

Patents and Trademarks

        Although the Company has a number of patents, trademarks and licenses related to its business, no one of them or related group of them is considered by the Company to be of such importance that its expiration or termination would have a material adverse effect on the Company’s business. In general, the Company depends upon technological capabilities, manufacturing quality control and application of know-how, rather than patents or other proprietary rights, in the conduct of its business.

Raw Materials and Suppliers

        The Company manufactures most of the products it sells. The raw materials used in manufacturing include aluminum sheets, bars, plate and piping, stainless steel strip, heads, plate and piping, palladium oxide, carbon steel heads and plate and 9 percent nickel steel heads and plate. Most raw materials are available from multiple sources of supply.

        Commodity metals used by the Company have experienced fluctuations in price. The Company has generally been able to recover the costs of price increases through its contracts with customers. The Company foresees no acute shortages of any raw materials which would have a material adverse effect on its operations.

Employees

        As of December 31, 2000, the Company had 1,735 domestic employees and 642 international employees, including 689 salaried, 372 union hourly and 1,316 non-union hourly employees. The salaried employees included 126 engineers and draft-persons and 563 other professional, technical and clerical personnel.

        The Company is a party to three collective bargaining agreements through its operating subsidiaries, one of which is being renegotiated. The agreement with the International Association of Machinists and Aerospace Workers covering 176 employees at the Company’s La Crosse, Wisconsin, heat exchanger facility expired February 3, 2001. The Company expects that this agreement will be replaced by a new agreement expiring February 3, 2004. The agreement with the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers covering 71 employees at the Company’s Plaistow, New Hampshire, facility expires August 30, 2002. The agreement with the United Steel Workers covering 125 employees at the Company’s New Prague, Minnesota, facility expires January 15, 2002. Since the acquisition of each of its operating units, the Company has not had any work stoppages or strikes. The Company believes its employee relations are good.

Facilities

        The Company occupies 22 principal locations totaling approximately 1.8 million square feet, with the majority devoted to manufacturing, assembly and storage. Of these manufacturing facilities, approximately 1.3 million square feet are owned and 500,000 square feet are occupied under operating leases. The Company considers its manufacturing facilities sufficient to meet its current and planned operational needs. The Company leases approximately 11,400 square feet for its executive offices in Cleveland, Ohio. The Company’s owned facilities in the United States are subject to mortgages securing the Company’s consolidated credit and revolving loan facility.

        The following table sets forth certain information about the Company’s facilities:

Location	Segment	Sq. Ft.	Ownership	Use
Columbus, Ohio	Applied Technologies	46,200 5,000	Leased Leased	Manufacturing/Office Warehouse
Costa Mesa, California	Applied Technologies	42,000	Leased	Manufacturing/Office
Burnsville, Minnesota	Applied Technologies	91,000	Owned	Manufacturing/Office
Canton, Georgia	Applied Technologies	138,000	Owned	Manufacturing/Office
Lonsdale, Minnesota	Applied Technologies	13,500	Leased	Manufacturing
Clarksville, Arkansas	Applied Technologies	85,300	Owned	Manufacturing/Office
Greenville, Pennsylvania	Applied Technologies	2,100	Leased	Office
Solingen, Germany	Applied Technologies	2,600	Leased	Office/Warehouse
Plaistow, New Hampshire	Distribution & Storage	164,400	Owned	Manufacturing/Office
Denver, Colorado	Distribution & Storage	124,300 103,800	Leased Owned	Manufacturing/Office Manufacturing/Office
Ottawa Lake, Michigan	Distribution & Storage	25,200	Leased	Manufacturing
Houston, Texas	Distribution & Storage	22,000	Leased	Manufacturing
Holly Springs, Georgia	Distribution & Storage	6,000	Leased	Manufacturing
New Prague, Minnesota	Distribution & Storage	200,000 15,000 6,000 16,000 8,000	Owned Leased Owned Leased Owned	Manufacturing Manufacturing Manufacturing Office Manufacturing
Decin, Czech Republic	Distribution & Storage	194,000	Owned	Manufacturing
Yennora, Australia	Distribution & Storage	80,000	Leased	Manufacturing
Zhangiajang, China	Distribution & Storage	30,000	Leased	Manufacturing
La Crosse, Wisconsin	Process Systems	149,000	Owned	Manufacturing/Office
Westborough, Massachusetts	Process Systems	18,500	Leased	Office
New Iberia, Louisiana*	Process Systems	62,400	Leased	Manufacturing
Wolverhampton, England	Process Systems	138,400	Owned	Manufacturing/Office
Cleveland, Ohio	Corporate Headquarters	11,400	Leased	Office

*  Leased by a joint venture in which the Company has a 50 percent interest.

Environmental Matters

        The Company’s operations involve and have involved the handling and use of substances, such as various cleaning fluids used to remove grease from metal, that are subject to federal, state and local environmental laws and regulations. These regulations impose limitations on the discharge of pollutants into the soil, air and water, and establish standards for their storage and disposal. The Company monitors and reviews its procedures and policies for compliance with environmental laws and regulations. The Company’s management is familiar with these regulations, and supports an ongoing capital investment program to maintain the Company’s adherence to required standards.

        As part of its ongoing environmental compliance and monitoring programs, the Company is voluntarily developing and executing work plans for remediation of environmental conditions involving certain of its operating facilities. Based upon the Company’s study of the known conditions and its prior experience in investigating and correcting environmental conditions, the Company estimates that the potential costs of these site remediation efforts will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations. Expected future expenditures relating to these remediation efforts are expected to be made over the next 10 years as ongoing operating costs of remediation programs. Although the Company believes it has adequately provided for the cost of all known environmental conditions, the applicable regulatory agencies could insist upon different and more costly remediative measures than those the Company believes are adequate or required by existing law. Except for its continuing remediative efforts described above, the Company believes that it is currently in substantial compliance with all known material and applicable environmental regulations.

Item 3.    Legal Proceedings

        The Company’s Applied Technologies business (“Applied Technologies”) has been named as a defendant in three similar cases pending in the Court of Common Pleas, Montgomery County, Ohio, related to the same incident. On December 7, 2000, an accident occurred at the IHS at Carriage by the Lake nursing home outside Dayton, Ohio. A nitrogen tank was connected to the nursing home’s oxygen system resulting in the death of five elderly patients and injuries to five additional patients from inhaling nitrogen. Mr. Harold Tomlin filed a complaint on December 13, 2000, individually and as Executor of the Estate of Helen Tomlin, Deceased, in Tomlin, et al. v. IHS at Carriage by the Lake, et al., naming as defendants BOC Gases of Dayton and its parent company, The BOC Group, Inc., the nursing home and its parent company, Applied Technologies, and a “John Doe” manufacturer and supplier. The claims against the Company in this case are for negligence, strict product liability, failure to warn, negligence per se, breach of warranty and punitive damages. The allegations underlying the claims involve defective or deficient manufacture, construction, design, labeling, formulation and warnings with regard to a cylinder. Tomlin is seeking $5 million in compensatory damages, $5 million in punitive damages, prejudgment and post-judgment interest and costs and fees. Gayleen Waldspurger filed a complaint on December 20, 2000, individually and as Executor of the Estate of Pauline Tays, in Waldspurger v. BOC Gases, et al., naming as defendants The BOC Group, Inc., the nursing home and its parent company, a “John Doe” employee and Applied Technologies. The claims against the Company in this case are for negligence based on wrongful death and survivorship, strict liability, negligence per se, product liability and breach of warranty. The underlying allegations are general as to the Company, and are similar to those in the Tomlin lawsuit. Ms. Waldspurger is seeking $2.5 million in compensatory damages for wrongful death, $1 million in compensatory damages for personal injury and survivorship claims and $5 million in punitive damages. On January 12, 2001, Ronald and Ruthanna Leslie filed a complaint in Leslie v. IHS at Carriage by the Lake, et al., claiming that Mr. Leslie, a patient at the nursing home, inhaled nitrogen and, as a result, suffered severe and permanent personal injuries, including brain damage and the aggravation of other medical conditions from which he suffered on the day of the accident. The defendants and the claims against the Company are identical to those asserted in the Tomlin lawsuit. The damages sought by the Leslies include $10 million in compensatory damages, $10 million in punitive damages, $2 million for loss of consortium damages, prejudgment and post-judgment interest and costs and fees. The Company is vigorously defending all three cases and has filed its answer, denied all liability and cross-claimed for contribution from The BOC Group, Inc. and IHS in each case. All three cases are in the discovery phase and none are set for trial at this time.

        The Company is a party to other routine legal proceedings incidental to the normal course of its business. Management believes that the final resolution of these matters will not have a material adverse affect on the Company’s operating results, cash flows or financial position.

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

        Not applicable.

Executive Officers of the Registrant

        Certain information as of December 31, 2000, regarding each of the Company’s executive officers is set forth below:

Name	Age	Position
Arthur S. Holmes	59	Chairman, Chief Executive Officer and a Director
James R. Sadowski	59	President and Chief Operating Officer
Don A. Baines	57	Chief Financial Officer, Treasurer and a Director
John T. Romain	36	Controller and Chief Accounting Officer

        Arthur S. Holmes has been Chairman and Chief Executive Officer of the Company since its formation in June 1992, and was President until December 1993. He also has been President and the principal owner of Holmes Investment Services, Inc. (“HIS”), a management consulting firm, since 1989. Mr. Holmes served as President of ALTEC International, Inc. (“ALTEC”) from 1985 through 1989. From 1978 through 1985, he served in a variety of managerial capacities for Koch Process Systems, Inc., the predecessor of Process Systems International, Inc. (“PSI”), an operating unit of the Company, most recently as Vice President-Manager of the Gas Processing Division. Mr. Holmes is the co-inventor of the Company’s patented Ryan/Holmes technology. Mr. Holmes holds a BS and an MS in Chemical Engineering from the Pennsylvania State University and an MBA from Northeastern University.

        James R. Sadowski has been President and Chief Operating Officer of the Company since December 1993. Prior to joining the Company, Mr. Sadowski served as Group Vice President of Parker Hannifin Corporation’s Bertea Aerospace Group (“Bertea”) from 1991 to 1993. Prior to his service at Bertea he served in various managerial capacities at Parker Hannifin Corporation and TRW Inc. Mr. Sadowski holds a BS in Engineering/Science from Case Institute of Technology and an MS degree from the same institution in Mechanical Engineering.

        Don A. Baines has been the Chief Financial Officer and Treasurer of the Company since its formation in June 1992. He also has served as Chief Financial Officer for HIS since 1989. From 1986 through 1992, Mr. Baines served as Chief Financial Officer for ALTEC. From 1976 through 1985, Mr. Baines served in a variety of managerial capacities, most recently Controller, in the Process/Transport Division of the Trane Company, which included the predecessor of ALTEC. Mr. Baines is a Certified Public Accountant and holds a BBA in Accounting from St. Edward’s University, Austin, Texas.

        John T. Romain has been the Chief Accounting Officer since May 1999 and has served as the Company’s Controller since July 1993. Prior to joining the Company, Mr. Romain worked for Ernst & Young LLP in its Audit and Assurance practice. Mr. Romain is a Certified Public Accountant and holds a BA in Accounting and Computer Systems from Grove City College, Grove City, Pennsylvania.

PART II

Item 5.    Market for Registrant’s Common Equity and Related Stockholder Matters.

Quarterly Stock Prices and Dividends

Quarter 2000	High	Low	Dividend
1st	$  4.750	$2.938	—
2nd	5.125	2.625	—
3rd	6.375	4.250	—
4th	6.000	4.000	—
Quarter 1999	High	Low	Dividend
1st	$  9.000	$6.375	$.050
2nd	10.750	6.438	.050
3rd	7.875	4.125	—
4th	5.250	3.375	—

Limitations on the Payment of Dividends

        Under the terms of the Company’s amended Credit Facility, the Company was prohibited from paying any cash dividends with respect to its capital stock until January 1, 2001. The Company is permitted to pay cash dividends not exceeding $7.2 million in any fiscal year after January 1, 2001, but only if at both the time of the payment of the dividend and immediately thereafter there is no event of default under the Credit Facility.

Related Stockholder Matters

        Chart Industries Common Stock is traded on the New York Stock Exchange under the symbol “CTI.”

        Shareholders of record on January 31, 2001 numbered 2,066. The Company estimates that an additional 5,000 shareholders own stock held for their accounts at brokerage firms and financial institutions.

Item 6.    Selected Financial Data

        The following table sets forth selected financial data of the Company for each of the five years during the period ended December 31, 2000. The data was derived from the annual audited consolidated financial statements of the Company for the relevant years and includes the operations of acquired businesses after their date of acquisition, including for periods after April 12, 1999, the operations of MVE. Further information about the Company’s acquisitions is found at Note E to the Company’s consolidated financial statements included at Item 8 of this Annual Report on Form 10-K.

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share amounts)

	Years Ended December 31,
	2000		1999		1998	1997	1996
Income Statement Data:
Sales	$325,700		$292,937		$229,423	$192,249	$148,400
Gross profit	96,029		77,381		77,657	61,240	45,002
Selling, general and administrative expense	60,803		51,455		32,189	25,901	21,457
Goodwill amortization expense	4,921		3,670		1,313	305	288
Restructuring (income) expense	(614	)	11,982		—	—	—
Acquired in-process research and development	—		22,010		—	—	—
Operating income (loss)	30,919		(11,736	)	44,155	35,034	23,257
Gain on sale of assets	1,041		2,505		—	—	—
Net interest expense	26,676		15,854		901	350	623
Income tax expense	3,012		3,215		15,039	12,057	7,605
Minority interest, net of taxes	117		171		—	—	—
Income (loss) before extraordinary charge	2,155		(28,471	)	28,215	22,627	15,029
Extraordinary item, net of tax	—		(7,809	)	—	—	—
Net income (loss)	2,155		(36,280	)	28,215	22,627	15,029
Earnings per Common Share:
Net income (loss)	$        .09		$    (1.53	)	$      1.17	$      1.01	$        .67
Net income (loss)—assuming dilution	$        .09		$    (1.53	)	$      1.16	$        .99	$        .66
Other Financial Data:
Operating income before gain on sale of assets, net      interest expense, income taxes, minority interest      and depreciation and amortization	$  48,783		$    5,173		$  51,181	$  38,545	$  25,965
Depreciation and amortization	17,864		16,909		7,026	3,511	2,708
Dividends	—		2,370		4,821	3,858	3,002
Dividends per share	$         —		$        .10		$        .20	$        .17	$        .13
Balance Sheet Data:
Cash, cash equivalents and restricted cash	$    4,921		$    2,314		$    2,169	$  22,095	$    9,408
Working capital	45,892		50,087		25,326	39,476	14,191
Total assets	421,489		424,570		158,205	128,919	81,196
Total debt	269,870		278,672		11,325	4,468	4,830
Long-term debt, less current portion	244,386		259,336		10,894	4,063	4,469
Shareholders’ equity	54,844		55,512		93,154	76,457	28,096

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

        During 2000, the Company continued its focus on developing products that are expected to continue the growth trend Chart has demonstrated since its initial public offering in 1992. The Company is growing through organic development of new products, extension of products worldwide and acquisitions. The Company has grown from $92 million in sales in 1992 to $326 million in sales in 2000. The Company has also moved from being concentrated in the Process Systems segment to offering a wider array of products, many of which are more focused on the end usage of cryogenic liquids than on the production of these liquids.

        The migration of the Company’s business, from products primarily employed in the production of cryogenic liquids to a broader array of products used throughout the cryogenic liquid-gas supply chain, is demonstrated by the historical growth of the Applied Technologies and Distribution and Storage businesses. In 2000, the Company’s Applied Technologies segment represented $137.0 million, or 42.1 percent, of its sales and $54.5 million, or 56.7 percent, of its gross profit. In 1992, the Company’s equivalent segment had sales of $15.8 million, representing 15.1 percent of the Company’s 1992 sales. Likewise, the Distribution and Storage segment generated sales of $137.9 million, or 42.3 percent, of consolidated sales in 2000. In 1992, this segment had $22.8 million in sales, representing 21.8 percent of the Company’s sales for that year. In 2000, the Process Systems segment represented 15.6 percent of consolidated revenue.

        With respect to the Company’s overall performance in 2000, the Company experienced an 11.2 percent increase in sales and a 105.9 percent increase in net income compared with the prior year. The increase in 2000 sales can primarily be attributed to the inclusion of MVE in the Company’s results for the full year, while the increase in 2000 net income is primarily due to the non-recurring items included in 1999 net income resulting from the acquisition of MVE (primarily acquired in-process research and development expense and the extraordinary loss on the early extinguishment of debt) and the subsequent reorganization of the Company.

Operating Results

        The following table sets forth the percentage relationship that each line item in the Company’s statements of operations represents to sales.

	Years Ended December 31,
	2000		1999		1998
Sales	100.0	%	100.0	%	100.0	%
Cost of products sold	70.5		73.6		66.2
Gross profit	29.5		26.4		33.8
Selling, general and administrative expense	18.7		17.6		14.0
Goodwill amortization expense	1.5		1.2		.6
Restructuring (income) expense	(.2	)	4.1		—
Acquired in-process research and development	—		7.5		—
Operating income (loss)	9.5		(4.0	)	19.2
Gain on sale of assets	.3		.8		—
Interest expense, net	8.2		5.4		.4
Income taxes	.9		1.1		6.5
Income (loss) before extraordinary item	.7		(9.7	)	12.3
Extraordinary item	—		(2.7	)	—
Net income (loss)	.7		(12.4	)	12.3

Segment Information

        The following table sets forth sales, gross profit and gross profit margin for the Company’s three operating segments.

	Years Ended December 31,
	2000		1999		1998
	(Dollars in thousands)
Sales
Applied Technologies	$136,952		$105,323		$  62,256
Distribution and Storage Equipment	137,929		105,529		42,558
Process Systems and Equipment	50,819		82,085		124,609
Total	$325,700		$292,937		$229,423
Gross Profit
Applied Technologies	$  54,449		$  35,521		$  17,323
Distribution and Storage Equipment	29,311		25,313		13,061
Process Systems and Equipment	12,269		16,547		47,273
Total	$  96,029		$  77,381		$  77,657
Gross Profit Margin
Applied Technologies	39.8	%	33.7	%	27.8	%
Distribution and Storage Equipment	21.3	%	24.0	%	30.7	%
Process Systems and Equipment	24.1	%	20.2	%	37.9	%
Total	29.5	%	26.4	%	33.8	%

Years Ended December 31, 2000 and 1999

        Sales for 2000 were $325.7 million versus $292.9 million for 1999, an increase of $32.8 million, or 11.2 percent. The increase in sales was the result of growth in sales for the Applied Technologies and Distribution and Storage segments of $31.6 million and $32.4 million, respectively, offset by a $31.3 million decrease in Process Systems sales.

        The Applied Technologies segment increase in sales was largely driven by the inclusion of certain product lines of MVE for the full year, while 1999 only included sales subsequent to April 12. Additionally, MRI cryostat, LNG systems and medical oxygen products all showed significant improvements over 1999.

        Similar to Applied Technologies, sales of the Distribution and Storage segment benefited significantly in 2000 by the inclusion of MVE for the full year. The packaged gas and ORCA® Micro-Bulk delivery systems demonstrated significantly improved sales due to several new long term supply agreements with the large industrial gas suppliers. The Company’s Czech Republic operations also continued to increase market share in Europe as they demonstrated improved quality.

        The Process Systems segment sales reflect the significant and extended downturn in the industrial gas market for new production equipment. This market has been cyclical in the past as demonstrated by the Company’s poor performance in 1993 and 1994. The Company believes that it should see the beginning of an upturn in the cycle in 2001.

        Gross profit for 2000 was $96.0 million versus $77.4 million for 1999. Gross profit in 1999 was reduced by $1.2 million for acquired profit in inventory related to the MVE acquisition and $936,000 for inventory related restructuring charges, both of which were included in cost of sales. Gross profit margin for 2000 was 29.5 percent versus 26.4 percent for 1999. The Applied Technologies segment gross margin improved as its sales growth was concentrated in the higher margin products, driven largely by providing system solutions instead of components. The Process Systems segment also saw improved margins, largely due to the improved volumes as the result of the Trinidad LNG project as well as several other higher margin hydrocarbon processing projects. Gross profit margin in the Distribution and Storage segment declined nearly three percentage points, primarily due to poor performance in the Cryogenic Service Division.

        Selling, general and administrative (“SG&A”) expense for 2000 was $60.8 million versus $51.5 million for 1999, an increase of $9.3 million, or 18.2 percent. As a percentage of sales, SG&A expense was 18.7 percent for 2000, up from 17.6 percent for 1999. The increase as a percentage of sales largely reflects the higher marketing costs inherent in the pursuit of sales in the Applied Technologies segment, and increasing medical and other employee benefit costs.

        Goodwill amortization expense for 2000 was $4.9 million compared with $3.7 million for 1999. The increase is attributable to incremental amortization expense resulting from the MVE and Northcoast acquisitions being included for the full year. Goodwill comprised 41.1 percent and 41.7 percent of total assets at December 31, 2000 and 1999, respectively, and arose primarily from the Company’s acquisition of MVE in 1999.

        The Company recorded a net $12.9 million charge in 1999 to restructure its operations as a result of the MVE acquisition. The charge included a non-cash portion of $9.8 million to write-off impaired inventory, fixed assets and goodwill, and a cash portion of $3.1 million for severance and other costs related to closing a manufacturing facility. The Company terminated 188 employees in 1999 under this restructuring plan. During 2000, the Company reversed $704,000 of the restructuring reserve due to reoccupying a leased facility previously vacated under the restructuring plan, and utilized $634,000 of the reserve for the payment of severance benefits and lease costs for an exited facility.

        The Company’s 1999 financial results were negatively impacted by a non-cash charge of $22.0 million for the write-off of acquired in-process research and development (“IPR&D” ) related to the MVE acquisition. This total amount was determined by independent consultants who estimated the costs to develop the technology into commercially viable products, estimated cash flows resulting from the expected revenues generated by such products, and discounted the net cash flows back to their present value using a risk-adjusted discount rate.

        In 2000, the Company recorded a $1.0 million gain on the sale of certain fixed assets, primarily its Westborough, Massachusetts building, on proceeds of $5.0 million in cash.

        Net interest expense for 2000 was $26.7 million compared with $15.9 million for 1999, reflecting higher interest rates and interest for the full year on funds borrowed to finance the MVE acquisition.

        The effective income tax rate for 2000 was 57.0 percent compared with 12.8 percent for 1999. The change in the effective income tax rate was primarily due to the non-deductible IPR&D expense incurred in 1999. The Company had net deferred tax assets of $11.9 million at December 31, 2000. Management has determined, based on the Company’s history of prior earnings and its expectations for the future, that taxable income of the Company will more likely than not be sufficient to recognize fully these net deferred tax assets.

        In 1999, the Company recorded an extraordinary charge of $12.5 million, $7.8 million net of tax, related to the early extinguishment of MVE 12.5 percent senior secured notes which had a maturity date in 2002.

        As a result of the foregoing, the Company earned net income of $2.2 million in 2000, compared with a net loss of $36.3 million in 1999. Excluding non-recurring items resulting from the MVE acquisition and related reorganization, the Company had net income of $4.2 million in 1999.

Years Ended December 31, 1999 and 1998

        Sales for 1999 were $292.9 million versus $229.4 million for 1998, an increase of $63.5 million, or 27.7 percent. The acquisitions of MVE on April 12, 1999 and of Northcoast on March 15, 1999 contributed $123.1 million in incremental sales to the year, improving the sales of both the Distribution and Storage and Applied Technologies segments. Principally offsetting these incremental sales were declines in volume and price resulting in a $42.5 million reduction in Process Systems segment sales, and a lower volume of vacuum equipment sales resulting in a $13.7 million reduction in Applied Technologies segment sales, compared with 1998.

        Gross profit for 1999 was $77.4 million versus $77.7 million for 1998. Gross profit in 1999 was reduced by $1.2 million for acquired profit in inventory related to the MVE acquisition and $936,000 for inventory related restructuring charges, both of which were included in cost of sales. Gross profit margin for 1999 was 26.4 percent versus 33.8 percent for 1998. The significant decline in gross profit margin occurred primarily in the Process Systems segment, where gross profit margin declined approximately 18 percentage points. The market for Process Systems equipment was very competitive in 1999 due to industry consolidations, fixed asset rationalizations and the overall softness in the industrial gas market. In addition, under-utilization of capacity resulted in lower margin percentages. Gross profit margin in the Distribution and Storage segment in 1999 declined approximately 7 percentage points from 1998 levels due to lower prices on cryogenic storage tanks, while gross profit margin in the Applied Technologies segment in 1999 increased approximately 6 percentage points from 1998 levels, primarily due to favorable pricing on new product sales acquired with MVE.

        SG&A expense for 1999 was $51.5 million versus $32.2 million for 1998, an increase of $19.3 million, or 59.9 percent. Offsetting the $24.9 million additional SG&A costs incurred in 1999 by MVE and Northcoast was approximately $5.6 million in overall restructuring savings and lower sales commissions. As a percentage of sales, SG&A expense was 17.6 percent for 1999, up from 14.0 percent for 1998. The 1999 increase as a percentage of sales largely reflected the lower sales base for the Process Systems segment and the higher marketing costs inherent in the pursuit of the Applied Technologies segment.

        Goodwill amortization expense for 1999 was $3.7 million compared with $1.3 million for 1998. The 1999 increase was attributable to incremental amortization expense resulting from the MVE and Northcoast acquisitions, where the purchase prices exceeded the fair values of the net assets acquired.

        The Company recorded a net $12.9 million charge in 1999 to restructure its operations as a result of the MVE acquisition, as discussed above.

        In allocating the purchase price to the net assets acquired in the MVE acquisition, the Company assigned $22.0 million to IPR&D projects in 1999, primarily MVE’s Drywash® technology, that had not reached technological feasibility and had no alternative future use. This amount was recognized as a non-cash expense with no tax benefit at the date of acquisition.

        The Company recorded a $2.5 million gain on the sale of its standard cryogenic systems product line on proceeds of $3.3 million in cash in the fourth quarter of 1999. This product line was sold so that the Company’s Process Systems Division could focus on its core coldbox business.

        Net interest expense for 1999 was $15.9 million compared with $901,000 for 1998, reflecting interest on funds borrowed to finance the MVE acquisition.

        The effective income tax rate for 1999 was 12.8 percent compared with 34.8 percent for 1998. The change in the effective income tax rate was due to the loss incurred in 1999 offset by non-deductible IPR&D expense and goodwill amortization.

        In the second quarter of 1999, the Company borrowed funds under its Credit Facility and retired prior to maturity certain debt assumed as part of the MVE acquisition with a fair value of $119.2 million. The debt extinguishment resulted in an extraordinary loss of $12.5 million, $7.8 million net of tax.

        As a result of the foregoing, the Company incurred a net loss of $36.3 million in 1999, compared with net income of $28.2 million in 1998. Excluding non-recurring items resulting from the MVE acquisition and related reorganization, the Company had net income of $4.2 million in 1999.

Liquidity and Capital Resources

        Cash provided by operations in 2000 was $14.6 million compared with cash used in operations of $5.5 million in 1999 and cash provided by operations of $30.9 million in 1998. In 2000, the Company increased inventory in several of its short lead time items to service increasing sales volumes and to reduce orders lost due to backorders. In addition, a large heat exchanger order is completing ahead of schedule and ahead of scheduled billings, thereby increasing unbilled revenue for 2000. The significant decrease in operating cash flow in 1999 was due primarily to the large decrease in operating income from the Process Systems segment and decreases in customer advances. As orders recover in the Process Systems segment and grow in the other segments, there could be large fluctuations in cash flows depending on negotiated payment terms with customers.

        Capital expenditures in 2000, 1999 and 1998 were $5.6 million, $7.0 million and $10.0 million, respectively. The Company’s 2000 and 1999 capital expenditures relate primarily to the Distribution and Storage segment, where new equipment was necessary as a result of the Company’s reorganization plan initiated in 1999. In 1998, the Company paid $3.5 million to acquire land and buildings used by its Cryenco facility. The Company expects future capital expenditures to be similar in magnitude to the prior years.

        On December 15, 1999, the Company acquired certain assets relating to a cryogenic repair business operated by Air Liquide America Corporation (“Air Liquide”) for $1.0 million in cash and $2.6 million in rebate credits to be given to Air Liquide on future sales.

        On April 12, 1999, the Company acquired the common stock of MVE for approximately $9.2 million in cash ($2.2 million net of cash acquired) and redeemed the preferred stock of MVE for approximately $74.6 million. Finally, the Company paid approximately $156.1 million to retire MVE’s existing debt obligations and complete the tender offer and consent solicitation for the 12.5 percent senior secured notes due 2002 issued by MVE, Inc., a subsidiary of MVE.

        On March 15, 1999, the Company acquired Northcoast for approximately $2.3 million in cash ($2.2 million net of cash acquired) and $720,000 in Chart Common Stock.

        On March 27, 1998, the Company, through its wholly-owned subsidiary Chart Marston, acquired the net assets of the industrial heat exchanger division of IMI Marston Limited, a wholly-owned subsidiary of IMI plc, for £21 million ($35.3 million). The Company borrowed £11 million ($18.5 million) to fund the acquisition.

        In order to finance the acquisition of MVE, in March 1999 the Company negotiated a consolidated credit and revolving loan facility (the “Credit Facility”), which originally provided for term loans of up to $250 million and a revolving credit line of $50 million, which may also be used for the issuance of letters of credit. The Company paid fees of approximately $6.5 million in 1999 to establish the Credit Facility. The Credit Facility provides the agent bank with a secured interest in substantially all of the property, plant and equipment of the Company. At December 31, 2000, the Company had borrowings of $231.6 million outstanding under the term loan portion of the Credit Facility and $28.0 million outstanding on the revolving credit portion of the Credit Facility.

        The Credit Facility contains certain covenants and conditions which impose limitations on the Company and its operating units, including meeting certain financial tests and the quarterly maintenance of certain financial ratios on a consolidated basis such as: minimum net worth, maximum leverage, minimum pre-tax interest coverage ratio and minimum fixed charge coverage ratio. The Credit Facility was amended in August 1999 and October 2000, at a cost of $1.2 million and $736,000, respectively, to modify certain covenants through 2001 based upon the Company’s performance levels and resulted in increased interest rates and the suspension of quarterly dividend payments. The October 2000 amendment also provided the Company with the option to enter into an incremental revolving credit facility with a revolving credit line of up to $10.0 million through 2001. As of December 31, 2000, the Company was in compliance with all covenants and conditions of the amended Credit Facility.

        In November 2000, the Company entered into the Series 1 Incremental Revolving Credit Agreement providing a revolving credit line of $7.5 million in addition to the credit line available under the Credit Facility. At December 31, 2000, there were no borrowings outstanding under this agreement.

        In November 1996, the Board of Directors authorized a program to repurchase 2,250,000 shares of the Company’s Common Stock. The amount and timing of share purchases will depend on market conditions, share price and other factors. The Company reserves the right to discontinue the repurchase program at any time. In 2000, 1999 and 1998, 37,200, 104,000 and 909,433 shares, respectively, were acquired under the program, leaving 307,467 shares available for repurchase under the program.

        The Company forecasts that cash generated by operations, borrowings under its Credit Facility, which extends through March 31, 2006, and access to capital markets will be sufficient to satisfy its working capital, capital expenditure and debt repayment requirements and to finance continued growth. The Credit Facility amendment relief on financial covenants and the additional liquidity facility agreed to during the fourth quarter of 2000 expire at the end of 2001.

        Dividends totaling $2.4 million, or $.10 per share, and $4.8 million, or $.20 per share, were paid during 1999 and 1998, respectively. Any future declarations of dividends are at the sole discretion of the Company’s Board of Directors, subject to the conditions of the Credit Facility. No assurance can be given as to whether dividends may be declared in the future, and if declared, the amount and timing of such dividends.

Item 7A.    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 Credit Facility’s various floating rate pricing mechanisms. This interest rate exposure is managed by the use of interest rate collars on approximately 50 percent of the term debt and to a lesser extent by varying LIBOR maturities in the entire Credit Facility. The fair value of the contracts related to the collars at December 31, 2000 is not significant. If interest rates were to increase 200 basis points (2 percent) from December 31, 2000 rates, and assuming no changes in debt from the December 31, 2000 levels, the additional annual expense would be approximately $3.6 million on a pre-tax basis.

        The Company has assets, liabilities and cash flows in foreign currencies creating foreign exchange risk, the primary foreign currencies being the British Pound Sterling, the Czech Koruna and the Euro. Monthly measurement, evaluation and forward exchange 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. The Company does not hedge foreign currency translation or foreign currency net assets or liabilities. The terms of the derivatives are one year or less. If the value of the U.S. dollar were to strengthen 10 percent relative to the currencies in which the Company has foreign exchange forward contracts at December 31, 2000, the result would be a loss in fair value of approximately $239,000.

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 Annual Report on Form 10-K includes forward-looking statements relating to the business of the Company. In some cases, forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “projects,” “forecasts,” “continue” or the negative of such terms or comparable terminology. Forward-looking statements contained herein or in other statements made by the Company are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those matters expressed or implied by forward-looking statements. The Company believes that the following factors, among others, could affect its future performance and cause actual results of the Company to differ materially from those expressed or implied by forward-looking statements made by or on behalf of the Company: (a) general economic, business and market conditions and foreign currency fluctuations; (b) competition; (c) decreases in spending by its industrial customers; (d) the loss of a major customer or customers; (e) the ability of the Company to identify, consummate and integrate the operations of suitable acquisition targets; (f) the effectiveness of operational changes expected to increase efficiency and productivity; (g) the ability of the Company to manage its fixed-price contract exposure; (h) the ability of the Company to pass on increases in raw material prices; (i) the Company’s relations with its employees; (j) the extent of product liability claims asserted against the Company; (k) variability in the Company’s operating results; (l) the ability of the Company to attract and retain key personnel; (m) the costs of compliance with environmental matters; (n) the ability of the Company to protect its proprietary information; (o) the ability of the Company to obtain outside financing for business development initiatives; and (p) the ability of the Company to satisfy covenants under its Credit Facility.

Item 8.    Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors

of Chart Industries, Inc.

        We have audited the accompanying consolidated balance sheets of Chart Industries, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chart Industries, Inc. and subsidiaries at December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

/s/    ERNST & YOUNG LLP

Cleveland, Ohio

February 5, 2001

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2000		1999
	(Dollars in thousands, except per share amounts)
ASSETS
Current Assets
Cash and cash equivalents	$    4,921		$    2,314
Accounts receivable, net of allowances of $2,087 and $1,857	53,917		60,236
Inventories, net	66,987		50,578
Unbilled contract revenue	13,415		8,582
Deferred income taxes	10,781		16,411
Prepaid expenses and other current assets	6,810		5,229
Total Current Assets	156,831		143,350
Property, plant and equipment, net	63,382		74,757
Goodwill, net of amortization of $9,586 and $4,722	173,128		177,228
Other assets, net	28,148		29,235
TOTAL ASSETS	$421,489		$424,570
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$  36,265		$  25,102
Customer advances	1,790		2,765
Billings in excess of contract revenue	2,630		296
Accrued salaries, wages and benefits	16,453		13,106
Warranty reserves	6,150		8,255
Other current liabilities	22,167		24,403
Current portion of long-term debt	25,484		19,336
Total Current Liabilities	110,939		93,263
Long-term debt	244,386		259,336
Other long-term liabilities	11,320		16,459
Shareholders’ Equity
Preferred stock, 1,000,000 shares authorized, none issued or outstanding
Common stock, par value $.01 per share—30,000,000 shares authorized, 24,559,512      and 24,423,927 shares issued at December 31, 2000 and 1999, respectively	245		244
Additional paid-in capital	42,140		43,219
Retained earnings	19,857		17,702
Accumulated other comprehensive loss	(5,724	)	(661	)
Treasury stock, at cost, 206,959 and 606,725 shares at December 31, 2000 and 1999,      respectively	(1,674	)	(4,992	)
	54,844		55,512
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$421,489		$424,570

The accompanying notes are an integral part of these consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years ended December 31,
	2000		1999		1998
	(Dollars and shares in thousands, except per share amounts)
Sales	$325,700		$292,937		$229,423
Cost of products sold:
Cost of sales	229,671		213,458		151,766
Acquired profit in inventory			1,162
Restructuring charge			936
	229,671		215,556		151,766
Gross profit	96,029		77,381		77,657
Selling, general and administrative expense	60,803		51,455		32,189
Goodwill amortization expense	4,921		3,670		1,313
Restructuring (income) expense	(614	)	11,982
Acquired in-process research and development			22,010
	65,110		89,117		33,502
Operating income (loss)	30,919		(11,736	)	44,155
Other income (expense):
Gain on sale of assets	1,041		2,505
Interest expense—net	(26,676	)	(15,854	)	(901	)
	(25,635	)	(13,349	)	(901	)
Income (loss) before income taxes, minority interest and extraordinary      item	5,284		(25,085	)	43,254
Income tax expense (benefit):
Current	985		4,325		14,096
Deferred	2,027		(1,110	)	943
	3,012		3,215		15,039
Income (loss) before minority interest and extraordinary item	2,272		(28,300	)	28,215
Minority interest, net of taxes	(117	)	(171	)
Income (loss) before extraordinary item	2,155		(28,471	)	28,215
Extraordinary loss on early extinguishment of debt, net of taxes of $4,650			(7,809	)
Net income (loss)	$    2,155		$(36,280	)	$  28,215
Net income (loss) per common share:
Income (loss) before extraordinary item	$        .09		$    (1.20	)	$      1.17
Extraordinary item			(.33	)
Net income (loss) per common share	$        .09		$    (1.53	)	$      1.17
Net income (loss) per common share—assuming dilution:
Income (loss) before extraordinary item	$        .09		$    (1.20	)	$      1.16
Extraordinary item			(.33	)
Net income (loss) per common share—assuming dilution	$        .09		$    (1.53	)	$      1.16
Shares used in per share calculations	24,110		23,660		24,084
Shares used in per share calculations—assuming dilution	24,326		23,660		24,426

The accompanying notes are an integral part of these consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Shareholders’ Equity
	Shares Outstanding		Amount
	(Dollars and shares in thousands, except per share amounts)
Balance at January 1, 1998	16,188		$162	$43,256		$  33,039						$  76,457
Net income						28,215						28,215
Other comprehensive loss:
Foreign currency translation             adjustments								$    (358	)			(358	)
Comprehensive loss												27,857
Dividends ($.20 per share)						(4,821	)					(4,821	)
Treasury stock acquisitions	(844	)								$(8,278	)	(8,278	)
Stock options, net of tax benefit	65			77						706		783
Three for two stock split	8,071		81			(81	)
Contribution of stock to employee         benefit plans	86			(77	)					1,122		1,045
Other				111								111
Balance at December 31, 1998	23,566		243	43,367		56,352		(358	)	(6,450	)	93,154
Net loss						(36,280	)					(36,280	)
Other comprehensive loss:
Foreign currency translation             adjustments								(303	)			(303	)
Comprehensive loss												(36,583	)
Dividends ($.10 per share)						(2,370	)					(2,370	)
Treasury stock acquisitions	(104	)								(728	)	(728	)
Stock options, net of tax benefit	4			(23	)					31		8
Contribution of stock to employee         benefit plans	249			(847	)					2,155		1,308
Other	102		1	722								723
Balance at December 31, 1999	23,817		244	43,219		17,702		(661	)	(4,992	)	55,512
Net income						2,155						2,155
Other comprehensive loss:
Foreign currency translation             adjustments								(5,063	)			(5,063	)
Comprehensive loss												(2,908	)
Treasury stock acquisitions	(37	)								(156	)	(156	)
Stock options, net of tax benefit	50			(259	)					398		139
Contribution of stock to employee         benefit plans	523		1	(794	)					3,076		2,283
Other				(26	)							(26	)
Balance at December 31, 2000	24,353		$245	$42,140		$  19,857		$(5,724	)	$(1,674	)	$  54,844

The accompanying notes are an integral part of these consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2000		1999		1998
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income (loss)	$      2,155		$  (36,280	)	$  28,215
Adjustments to reconcile net income (loss) to net cash provided by (used           in) operating activities:
Loss on early extinguishment of debt			12,459
Acquired in-process research and development			22,010
Acquired inventory profit			1,162
Restructuring (income) expense	(704	)	9,790
Gain on sale of assets	(1,041	)	(2,505	)
Depreciation and amortization	17,864		16,909		7,026
Income from joint venture	(35	)
Foreign currency transaction gain	(233	)	(232	)
Minority interest	190		280
Deferred income taxes	2,027		(5,449	)	943
Contribution of stock to employee benefit plans	2,283		1,308		1,045
Increase (decrease) in cash resulting from changes in operating assets                and liabilities:
Accounts receivable	5,577		(462	)	3,807
Inventory and other current assets	(26,322	)	1,618		(2,895	)
Accounts payable and other current liabilities	11,487		(14,110	)	(1,666	)
Billings in excess of contract revenue and customer advances	1,398		(12,012	)	(5,541	)
Net Cash Provided By (Used In) Operating Activities	14,646		(5,514	)	30,934
INVESTING ACTIVITIES
Capital expenditures	(5,581	)	(7,047	)	(10,006	)
Acquisition of MVE, net of cash acquired			(2,225	)
Redemption of MVE preferred stock			(74,642	)
Acquisition of Northcoast Cryogenics, net of cash acquired			(2,185	)
Acquisition of Chart Marston					(35,324	)
Proceeds from sale of assets	5,000		3,300
Other investing activities	154		605		60
Net Cash Used In Investing Activities	(427	)	(82,194	)	(45,270	)
FINANCING ACTIVITIES
Borrowings on revolving credit facilities	112,254		96,305		43,594
Repayments on revolving credit facilities	(102,693	)	(87,082	)	(36,357	)
Borrowings for acquisition of MVE			250,000
Principal payments on long-term debt	(18,288	)	(148,957	)	(405	)
Premiums on repurchase of long-term debt			(12,459	)
Deferred financing costs	(1,015	)	(7,698	)
Purchases of treasury stock	(156	)	(728	)	(8,278	)
Stock options exercised	139		8		783
Dividends paid to shareholders			(2,370	)	(4,821	)
Net Cash Provided By (Used In) Financing Activities	(9,759	)	87,019		(5,484	)
Net increase (decrease) in cash and cash equivalents	4,460		(689	)	(19,820	)
Effect of exchange rate changes on cash	(1,853	)	834		(106	)
Cash and cash equivalents at beginning of year	2,314		2,169		22,095
CASH AND CASH EQUIVALENTS AT END OF YEAR	$      4,921		$      2,314		$    2,169

The accompanying notes are an integral part of these consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A—Nature of Operations

        The Company is involved in the engineering and manufacturing of equipment and systems for the cryogenic and process industries and low temperature liquid applications. The Company’s operations are primarily located in the United States. The majority of the Company’s sales and trade accounts receivable are related to the industrial gas, hydrocarbon and chemical processing industries. To reduce credit risk for both foreign and domestic sales the Company requires customer advances, letters of credit and other such guarantees of payment. For certain foreign customers the Company also purchases credit and political risk insurance.

NOTE B—Significant Accounting Policies

        Principles of Consolidation: The 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. Certain items in prior year financial statements have been reclassified to conform to current year presentation.

        Use of Estimates: The preparation of financial statements in conformity with 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.

        Cash and Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. The December 31, 2000 and 1999 balances include money market investments and cash.

        Inventories: Inventories are stated at the lower of cost or market with cost being determined by both the last-in, first-out (“LIFO”) method (approximately 13 percent and 16 percent of total inventory at December 31, 2000 and 1999, respectively), and the first-in, first-out (“FIFO”) method. The components of inventory are as follows:

	December 31,
	2000		1999
Raw materials and supplies	$35,931		$27,256
Work in process	17,998		14,022
Finished goods	13,362		9,595
LIFO reserve	(304	)	(295	)
	$66,987		$50,578

NOTE B—Significant Accounting Policies (Continued)

        Property, Plant and Equipment: Property, plant and equipment are stated on the basis of cost. Expenditures for maintenance, repairs and renewals are charged to expense as incurred, whereas major betterments are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Depreciation expense was $9,796, $10,781 and $5,629 in 2000, 1999 and 1998, respectively. The following table shows original costs and the estimated useful lives by classification of assets:

			December 31,
Classification	Expected Useful Life		2000	1999
Land and buildings	20-35 years (buildings	)	$ 36,017	$ 40,524
Machinery and equipment	3-12 years		48,768	52,528
Furniture and fixtures	3-5 years		7,777	6,432
Construction in process			1,279	540
			93,841	100,024
Less accumulated depreciation			30,459	25,267
Total property, plant and equipment, net			$ 63,382	$ 74,757

        Property, plant and equipment and intangible assets are periodically evaluated for impairment. The Company assesses impairment for each of its operating units by measuring future cash flows against the carrying value of these long-lived assets. If the future undiscounted cash flows are less than the carrying value of the assets, an impairment reserve is recorded in the period identified. Measurement of impairment is based upon discounted cash flows, asset appraisals or market values of similar assets.

        Goodwill and Other Intangible Assets: All intangible assets are carried at cost less applicable amortization. Goodwill represents the excess of purchase price over the fair value of net assets acquired in purchase business combinations. Goodwill is amortized using the straight-line method over the periods of expected benefit, but not in excess of 40 years. Total amortization expense of all intangibles was $8,068, $6,128 and $1,397 in 2000, 1999 and 1998, respectively. Accumulated amortization for all intangibles was $15,787 and $7,853 at December 31, 2000 and 1999, respectively.

        Financial Instruments: The fair values of cash equivalents, accounts receivable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. The fair value of long-term debt is estimated based on the present value of the underlying cash flows discounted at the Company’s estimated borrowing rate. At December 31, 2000 and 1999, the fair value of the Company’s long-term debt approximated its carrying value.

        Derivative Instruments: The Company has entered into interest rate derivative contracts with two of its banks to hedge interest rate exposure. These contracts had an original notional value of $125,000 and amortize following the Company’s amortization schedule for its term borrowings under the Credit Facility. These agreements are generally described as collars and result in putting a cap on the base LIBOR interest rate at approximately 7.0 percent and a floor at approximately 5.0 percent for approximately half the Company’s floating rate term debt. The fair value of these contracts at December 31, 2000 is not significant.

        The Company enters into foreign exchange forward contracts and option contracts to hedge anticipated and firmly committed foreign currency transactions. The Company does not hedge foreign currency translation or foreign currency net assets or liabilities. The terms of the derivatives are one year or less.

NOTE B—Significant Accounting Policies (Continued)

        The Company held foreign exchange forward contracts for notional amounts as follows:

	December 31,
	2000		1999
	Buy	Sell	Sell
French Francs	$  221		$    408
German Deutschmarks		$ 2,409
United States Dollars		320	667
Euro’s	120	272	90
	$ 341	$ 3,001	$ 1,165
Fair Value	$ 339	$ 2,956	$ 1,170

        In June 1998, the Financial Accounting Standards Board (“FASB”) issued Statement No. 133, “Accounting for Derivative Financial Instruments and Hedging Activities,” which will be adopted by the Company in the first quarter of 2001. The adoption of Statement No. 133 is not expected to have a material impact on the Company’s operating results, cash flows or financial position.

        Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped and title is transferred. For certain product lines, 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. Earned revenue on contracts in process totaled $33,815 through December 31, 2000. Timing of amounts billed on contracts varies from contract to contract causing high variation in working capital needs. Amounts billed on percentage of completion contracts in process total $25,045 at December 31, 2000. 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 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.

        Research and Development Costs: The Company incurred research and development costs of $3,671 and $3,469 in 2000 and 1999 respectively. These costs are expensed as incurred.

        Deferred Income Taxes: The Company and its subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method.

NOTE B—Significant Accounting Policies (Continued)

        Earnings Per Share:    The following table sets forth the computation of basic and diluted earnings per share:

	Years Ended December 31,
	2000	1999		1998
	(Shares in thousands)
Income (loss) before extraordinary item	$  2,155	$(28,471	)	$28,215
Extraordinary loss		(7,809	)
Net income (loss)	$  2,155	$(36,280	)	$28,215
Weighted-average common shares	24,110	23,660		24,084
Effect of dilutive securities:
Employee stock options and warrants	216			342
Dilutive potential common shares	24,326	23,660		24,426
Net income (loss) per common share:
Income (loss) before extraordinary item	$      .09	$    (1.20	)	$    1.17
Extraordinary item		(.33	)
Net income (loss) per common share	$      .09	$    (1.53	)	$    1.17
Net income (loss) per common share—assuming dilution:
Income (loss) before extraordinary item	$      .09	$    (1.20	)	$    1.16
Extraordinary item		(.33	)
Net income (loss) per common share—assuming dilution	$      .09	$    (1.53	)	$    1.16

        Foreign Currency Translation: The functional currency for the majority of the Company’s foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The resulting translation adjustments are recorded as a component of shareholders’ equity. Gains or losses resulting from foreign currency transactions are charged to income as incurred.

        Employee Stock Options: The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, compensation expense is not recognized.

        Stock Split: All shares of common stock (except for transactions affecting shares outstanding in the Consolidated Statements of Shareholders’ Equity) and per share amounts have been adjusted to give retroactive effect to a three-for-two stock split effected in the form of a 50 percent stock dividend distributed on June 30, 1998 to shareholders of record on June 16, 1998.

NOTE C—Balance Sheet Components

	December 31,
	2000	1999
Other assets, net:
Deferred financing costs, net	$  7,991	$  6,919
Existing technologies, net	5,389	6,736
Patents, trademarks and intellectual property, net	5,969	7,053
Long term investments	2,396	952
Cash value life insurance	1,068
Prepaid pension cost	1,587	970
Deferred income taxes	2,273	3,464
Other	1,475	3,141
	$28,148	$29,235
Other current liabilities:
Accrued interest	$  5,577	$  4,532
Accrued taxes	6,352	3,313
Accrued rebates	2,899	3,502
Accrued restructuring		1,338
Accrued other	7,339	11,718
	$22,167	$24,403
Other long-term liabilities:
Deferred income taxes	$  1,140	$  6,271
Accrued environmental	3,298	3,374
Accrued pension cost	5,658	5,635
Minority interest	1,094	940
Other	130	239
	$11,320	$16,459

NOTE D—Debt and Credit Arrangements

        The following table shows the components of the Company’s borrowings at December 31, 2000 and 1999, respectively.

	December 31,
	2000	1999
Term loan A, due March 2005, quarterly principal payments, average interest rate of      10.19% at December 31, 2000	$112,500	$122,500
Term loan B, due March 2006, quarterly principal payments, average interest rate of      10.31% at December 31, 2000	119,095	124,688
Revolving Credit Facility, due March 2005, average interest rate of 9.86% at December      31, 2000	28,000	18,000
Industrial Development Revenue Bonds, due June 2011, semi-annual principal      payments, interest at variable rates from 2% to 9%	2,420	2,860
Revolving foreign credit facility	2,351	2,932
Several notes payable with varying principal and interest payments	5,504	7,692
Total debt	269,870	278,672
Less: current maturities	25,484	19,336
Long-term debt	$244,386	$259,336

NOTE D—Debt and Credit Arrangements (Continued)

        In order to finance the acquisition of MVE, in March 1999 the Company negotiated a consolidated credit and revolving loan facility (the “Credit Facility”), which originally provided for term loans of up to $250,000 and a revolving credit line of $50,000, which may also be used for the issuance of letters of credit. The Company paid fees of $6,542 in 1999 to establish the Credit Facility. The Credit Facility provides the bank with a secured interest in substantially all of the property, plant and equipment of the Company. At December 31, 2000, the Company had borrowings of $231,595 outstanding under the term loan portion of the Credit Facility and $28,000 outstanding under the revolving credit portion of the Credit Facility.

        Under the terms of the Credit Facility, term loans and revolving credit bear interest, at the Company’s option, at rates equal to the prime rate plus incremental margins (9.5 percent at December 31, 2000) or LIBOR plus incremental margins. The incremental margins vary based on the Company’s financial position and currently range from 1.0 percent to 3.75 percent. The Company is also required to pay a commitment fee of .5 percent per annum on the unused amount of the revolving portion of the Credit Facility. The Company has letters of credit outstanding and bank guarantees totaling $14,924 supported by the Credit Facility.

        The Credit Facility contains certain covenants and conditions which impose limitations on the Company and its operating units, including meeting certain financial tests and the quarterly maintenance of certain financial ratios on a consolidated basis such as: minimum net worth, maximum leverage, minimum pre-tax interest coverage ratio and minimum fixed charge coverage ratio. The Credit Facility was amended in August 1999 and October 2000, at a cost of $1,156 and $786, respectively, to modify certain covenants through 2001 based upon the Company’s performance levels and resulted in increased interest rates and the suspension of quarterly dividend payments. The October 2000 amendment also provided the Company with the option to enter into an incremental revolving credit facility with a revolving credit line of up to $10,000 through 2001. As of December 31, 2000, the Company was in compliance with all covenants and conditions of the Credit Facility.

        In November 2000, the Company entered into the Series 1 Incremental Revolving Credit Agreement (the “Incremental Credit Facility”) providing a revolving credit line of $7,500 in addition to the credit line available under the Credit Facility. Borrowings on the revolving credit line of the Incremental Credit Facility are secured by the same collateral as the Credit Facility. Under the terms of the Incremental Credit Facility, revolving credit bears interest, at the Company’s option, at rates equal to the prime rate plus 2.5 percent or LIBOR plus 3.5 percent. The Company is also required to pay a commitment fee of .75 percent per annum on the average daily unused amount. At December 31, 2000, there were no borrowings outstanding under the Incremental Credit Facility.

        The scheduled annual maturities of debt at December 31, 2000, are as follows:

Year	Amount
2001	$  25,484
2002	26,132
2003	31,079
2004	35,466
2005	123,217
Thereafter	28,492
	$269,870

        Interest paid was $25,859, $11,332 and $1,561 in 2000, 1999 and 1998 respectively.

NOTE E—Acquisitions

        The following acquisitions were accounted for using the purchase method of accounting and, accordingly, the related purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair values. Results of operations for these acquisitions have been included in the consolidated results of operations since the date of acquisition. The purchase price allocations reflected in these financial statements are final.

NOTE E—Acquisitions (Continued)

        On December 15, 1999, the Company acquired certain assets relating to a cryogenic repair business previously operated by Air Liquide for $1,000 in cash and $2,600 in rebate credits to be given to Air Liquide on sales after December 15, 1999.

        On April 12, 1999, the Company acquired the common stock of MVE Holdings, Inc. (“MVE”) for $9,196 in cash ($2,225 net of cash acquired) and redeemed the preferred stock of MVE for $74,642. Finally, the Company paid $156,137 to retire MVE’s existing debt obligations and complete the tender offer and consent solicitation for the 12.5 percent senior secured notes due 2002 issued by MVE, Inc., a subsidiary of MVE. In allocating the purchase price, $172,353 was allocated to net liabilities assumed, including minority interests in certain consolidated subsidiaries of MVE, $22,010 was allocated to in-process research and development (“IPR&D”) projects that had not reached technological feasibility and had no alternative future use, $7,690 was allocated to identifiable intangible assets which are being amortized over five years, and $151,849 was allocated to goodwill, which is being amortized over 40 years. The amount allocated to IPR&D was determined by independent consultants who estimated the costs to develop the technology into commercially viable products, estimated cash flows resulting from the expected revenues generated from such products and discounted the net cash flows back to their present value using a risk-adjusted discount rate. This amount was recognized as a non-cash expense without tax benefit at the date of acquisition.

        On March 15, 1999, the Company acquired a group of privately held companies, collectively known as Northcoast Cryogenics, for approximately $2,337 in cash ($2,185 net of cash acquired) and $723 in Chart Common Stock. Additional contingent consideration will be issued in an amount equal to three percent of the net sales of Northcoast Cryogenics, as defined in the purchase agreement, with respect to each fiscal year or partial fiscal year during the three-year period beginning March 15, 1999, subject to possible extension for one additional year. In allocating the purchase price, $374 was allocated to net assets acquired and $2,686 was allocated to goodwill, which is being amortized over 15 years.

        On March 27, 1998, the Company, through its wholly-owned subsidiary Chart Marston, acquired the net assets of the industrial heat exchanger division of IMI Marston Limited, a wholly-owned subsidiary of IMI plc, for £21,178 ($35,324). The Company borrowed £11,000 ($18,502) to fund the acquisition. In allocating the purchase price, $15,922 was allocated to goodwill, which is being amortized over 40 years.

        The pro-forma unaudited results of operations for 1999 and 1998, assuming consummation of the acquisition of MVE and extinguishment of the related debt as of January 1, 1998, are as follows:

	December 31,
	1999		1998
Net sales	$337,754		$435,560
Income (loss) before extraordinary item	(30,412	)	20,675
Income (loss) before extraordinary item per share	(1.28	)	.86
Income (loss) before extraordinary item per share—assuming      dilution	(1.28	)	.85
Net income (loss)	(38,221	)	26,793
Net income (loss) per share	(1.61	)	1.11
Net income (loss) per share—assuming dilution	(1.61	)	1.10

NOTE F—Restructuring Plan

        In 1999, the Company recorded net restructuring charges of $12,918. The charges consisted of $2,031 for the write-off of fixed assets made redundant by the acquisition of MVE, $6,823 for the write-off of impaired goodwill related to operations within the Company’s Distribution and Storage segment, $1,216 for lease payments and other costs related to exiting certain facilities, $936 for the write-off of inventory to be disposed, which was classified in cost of sales, and $1,912 for severance and other costs related to the elimination of 188 positions throughout the Company. The Company utilized $11,580 of the restructuring reserve in 1999.

NOTE F—Restructuring Plan (Continued)

        During 2000, the Company reversed $704 of the restructuring reserve due to reoccupying a leased facility previously vacated under the restructuring plan, and utilized $346 and $288 of the reserve for the payment of severance benefits to terminated employees and the payment of lease costs for an exited facility, respectively. As of December 31, 2000, the restructuring reserve was fully utilized.

NOTE G—Income Taxes

        Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2000, the Company had deferred tax assets, associated with domestic net operating loss carryforwards, of $4,105 which expire in years 2003 through 2020 and foreign tax credits, research and developmental credits and other credits of $1,293 which expire in years 2004 through 2020. Additionally, the Company had deferred tax assets associated with foreign net operating loss carryforwards of $1,007 at December 31, 2000 which have an indefinite carryforward period.

        Significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 31,
	2000		1999
Deferred tax assets:
Accruals and reserves	$15,759		$15,978
Net operating loss and credit carryforwards	6,405		4,876
Other—net	387		320
	22,551		21,174
Valuation allowance	(1,692	)	(1,299	)
Total deferred tax assets	20,859		19,875
Deferred tax liabilities:
Property, plant and equipment	4,209		3,536
Intangibles	2,651		1,827
Inventory	1,298		540
Pensions	359		356
Other—net	428		12
Total deferred tax liabilities	8,945		6,271
Net deferred taxes	$11,914		$13,604

        The valuation allowance of $1,692 and $1,299 at December 31, 2000 and 1999, respectively, relates to foreign net operating loss carryforwards and foreign tax credit carryforwards. The Company is uncertain whether these deferred tax assets will be realized and, accordingly, has established a valuation allowance against them.

        Management has determined, based on the Company’s history of prior earnings and its expectations for the future, that taxable income of the Company will more likely than not be sufficient to recognize fully the remaining net deferred tax assets.

        The Company has not provided for U.S. federal income taxes on approximately $4,227 of foreign subsidiaries undistributed earnings as of December 31, 2000 because such earnings are intended to be reinvested indefinitely. The amount of U.S. federal income tax that would result had such earnings been repatriated would approximate $1,479.

NOTE G—Income Taxes (Continued)

        Income (loss) before income taxes, minority interest and extraordinary items consist of the following:

	Years Ended December 31,
	2000		1999		1998
United States	$1,517		$(24,550	)	$41,050
Foreign	3,767		(535	)	24,084
	$5,284		$(25,085	)	$43,254
Significant components of the provision for income taxes are as follows:
	Years Ended December 31,
	2000		1999		1998
Current:
Federal			$    3,699		$12,844
State	$    40		624		793
Foreign	945		2		459
	985		4,325		14,096
Deferred:
Federal	1,612		(1,630	)	821
State	(142	)	(389	)	77
Foreign	557		909		45
	2,027		(1,110	)	943
	$3,012		$    3,215		$15,039
The reconciliation of income taxes computed at the U.S. federal statutory tax rates to income tax expense is as follows:
	Years Ended December 31,
	2000		1999		1998
Tax at U.S. statutory rates	$1,849		$  (8,780	)	$15,139
State income taxes, net of federal tax benefit	(67	)	153		566
Effective tax rate differential of earnings outside of U.S.	(16	)	183		(267	)
Federal tax benefit of Foreign Sales Corporation	(388	)	(291	)	(617	)
Non-deductible goodwill	1,451		11,157		158
Valuation allowance	393		1,299
Other—net	(210	)	(506	)	60
	$3,012		$    3,215		$15,039

        The Company received a net income tax refund of $1,693 in 2000, and paid approximately $2,246 and $12,404 of income taxes in 1999 and 1998, respectively.

NOTE H—Employee Benefit Plans

        The Company has five defined benefit pension plans which cover certain hourly and salary employees. The Company’s funding policy is to contribute at least the minimum funding amounts required by law. Plan assets consist primarily of corporate stocks and bonds.

NOTE H—Employee Benefit Plans (Continued)

        The actuarially computed combined pension cost included the following components:

	Years Ended December 31,
	2000		1999		1998
Service cost	$  1,659		$  2,194		$227
Interest cost	2,625		2,169		383
Actual return on plan assets	(2,482	)	(5,085	)	(183	)
Net amortization and deferrals	(1,069	)	2,701		(194	)
Total pension cost	$    733		$  1,979		$233

        During 1998 the Company curtailed its pension plan related to certain of the union employees at ALTEC and recognized $161 of expense in addition to the normal pension cost disclosed above. As a result of this curtailment, the Company is making contributions to a multi-employer pension plan maintained by the union. The Company presently makes contributions to two union supported multi-employer pension plans resulting in expense of $206, $269 and $297 in 2000, 1999 and 1998, respectively.

        The following table sets forth changes in the benefit obligation, plan assets, funded status of the plans and amounts recognized in the balance sheets as of December 31:

	2000				1999
	US Plans		UK Plan		US Plans		UK Plan
Change in benefit obligation:
January 1 benefit obligation	$18,753		$18,941		$    6,143
Exchange rate changes			(1,458	)
Benefit obligations assumed					17,707		$17,778
Service cost	883		776		976		1,218
Interest cost	1,571		1,054		1,192		977
Benefits paid	(526	)	(478	)	(437	)	(486	)
Actuarial gains (losses) and plan changes	1,871		(1,759	)	(6,828	)	(546	)
December 31 benefit obligation	$22,552		$17,076		$  18,753		$18,941
Change in plan assets:
Fair value at January 1	$18,351		$22,982		$    5,667
Exchange rate changes			(1,798	)
Plan assets acquired					11,431		$18,019
Actual return	329		2,153		585		4,500
Employer contributions	1,167		80		1,105		794
Employee contributions			82				154
Benefits paid	(526	)	(478	)	(437	)	(485	)
Fair value at December 31	$19,321		$23,021		$  18,351		$22,982
Funded status of the plans	$(3,231	)	$  5,944		$      (402	)	$  4,041
Unrecognized actuarial loss	(1,975	)	(6,059	)	(4,083	)	(4,143	)
Unrecognized prior service cost	1,250
Net pension liability recognized	$(3,956	)	$    (115	)	$  (4,485	)	$    (102	)
Prepaid benefit cost	$  1,587				$    1,048
Accrued benefit liability	(5,543	)	$    (115	)	(5,533	)	$    (102	)
Net pension liability recognized	$(3,956	)	$    (115	)	$ (4,485	)	$    (102	)

NOTE H—Employee Benefit Plans (Continued)

        The assumptions used in determining pension cost and funded status information for the years ended December 31, 2000 and 1999 are as follows:

	2000	1999
United States Plans
Discount rate	8.00%	8.04%
Weighted average rate of increase in compensation	4.00%	3.00%
Expected long-term weighted average rate of return on plan           assets	9.25%	9.25%
United Kingdom Plan
Discount rate	6.00%	6.00%
Weighted average rate of increase in compensation	4.00%	4.00%
Expected long-term weighted average rate of return on plan           assets	7.50%	7.50%

        While on an overall basis at December 31, 2000 and 1999, plan liabilities exceed plan assets for the Company’s four United States plans, one of these plans has plan assets which exceed its benefit obligation. This excess totaled $141 and $837 on benefit obligations of $3,785 and $3,168 at December 31, 2000 and 1999, respectively.

        The Company has defined contribution savings plans that cover most of its employees. Company contributions to the plans are based on employee contributions and the level of Company match and discretionary contributions. Expenses under the plans totaled $2,184, $1,792 and $1,583 for the years 2000, 1999 and 1998, respectively.

NOTE I—Stock Option Plans

        In July 1992, the Company adopted a Key Employee Stock Option Plan (the “Key Employee Plan”), which, as amended, allows for the issuance of 1,383,750 shares of Common Stock. In May 1997, shareholders approved the Company’s 1997 Stock Option and Incentive Plan (the “1997 Plan”), which, as amended, allows for the issuance of 862,500 shares of Common Stock. Each of these plans provides for the granting of options to purchase shares of Common Stock to certain key employees of the Company. These nonqualified stock options vest in equal annual installments over a five year period from the date of grant and are exercisable for up to 10 years at an option price determined by the Compensation Committee of the Board of Directors.

NOTE I—Stock Option Plans (Continued)

        Certain information for 2000, 1999 and 1998 relative to the Key Employee Plan and the 1997 Plan is summarized below:

	2000			1999			1998
	Number of Shares		Weighted Average Exercise Price	Number of shares		Weighted Average Exercise Price	Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year	1,272,975		$5.82	1,036,437		$5.71	936,557		$  6.35
Granted	198,250		4.80	270,000		6.52	431,250		9.33
Exercised	(49,625	)	2.05	(500	)	2.44	(63,620	)	2.31
Expired or canceled	(95,495	)	6.73	(32,962	)	8.31	(267,750	)	14.57
Outstanding at end of year	1,326,105		$5.74	1,272,975		$5.82	1,036,437		$  5.71
Exercisable at end of year	691,010			584,395			427,872
Weighted-average fair value of options      granted during the year			$3.04			$4.14			$  3.98
Participants at end of year	89			89			70
Available for future grant at end of      year	157,970			260,725			197,763

        Exercise prices for options outstanding as of December 31, 2000 ranged from $.08 to $21.74. The weighted-average remaining contractual life of such options is 6.8 years. Certain information for ranges of exercise prices is summarized below:

	Outstanding			Exercisable
Exercise Price	Number of Shares	Weighted Average Exercise Price	Contractual Life	Number of Shares	Weighted Average Exercise Price
Less than $5	384,750	$  2.82	4.7	305,500	$  2.55
$5 to less than $10	935,411	6.86	7.6	379,566	7.04
Equal to or greater than $10	5,944	18.91	6.6	5,944	18.91
	1,326,105	5.74	6.8	691,010	5.16

        In May 2000, shareholders approved an amendment to the 1996 Stock Option Plan for Outside Directors, to increase the number of shares available for issuance under this plan by 210,000, supplementing the previously authorized 1995 and 1994 Stock Option Plans for Outside Directors (collectively, the “Directors Stock Option Plan”). The amendment increases the maximum number of shares available for awards under the Directors Stock Option Plan to a total of 446,250 shares. The option price for options granted under the Directors Stock Option Plan will be equal to the fair market value of a share of Common Stock on the date of grant. These nonqualified stock options become fully vested and exercisable on the first anniversary of the date of grant and are exercisable for a period of ten years.

NOTE I—Stock Option Plans (Continued)

        Certain information for 2000, 1999 and 1998 relative to the Directors Stock Option Plan is summarized below:

	2000		1999			1998
	Number of Shares	Weighted Average Exercise Price	Number of shares		Weighted Average Exercise Price	Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year	124,500	$10.84	82,500		$11.52	63,750		$  6.72
Granted	45,000	4.44	45,000		9.00	33,750		18.75
Exercised			(3,000	)	1.78	(15,000	)	7.38
Outstanding at end of year	169,500	$  9.14	124,500		$10.84	82,500		$11.52
Exercisable at end of year	124,500		79,500			48,750
Weighted-average fair value of      options granted during the year		$  2.43			$  4.89			$  7.99
Participants at end of year	4		4			3
Available for future grant at end of      year	198,750		33,750			78,750

        In May 2000, shareholders approved the 2000 Executive Incentive Stock Option Plan, which provides for the granting of options to purchase up to 600,000 shares of Common Stock to executive employees of the Company. These options were granted in May 2000 with an exercise price of $4.44 and a weighted-average fair value of $2.81, and none were exercised, expired or cancelled. These nonqualified stock options are exercisable for a period of ten years and have two different vesting schedules: 200,000 options vest in equal annual installments over a five-year period and 400,000 options vest based upon the achievement of specific operating performance goals as determined by the Compensation Committee of the Board of Directors. At December 31, 2000, no options were exercisable.

        Pro forma information regarding net income and earnings per share is required by FASB Statement No. 123, “Accounting for Stock-Based Compensation,” which also requires that the information be determined as if the Company had accounted for its employee stock options granted subsequent to December 31, 1994 under the fair value method of Statement 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2000, 1999 and 1998:

	2000	1999	1998
Risk free interest rate	5.2%	6.5%	4.7%
Dividend yield	0.0%	0.0%	2.5%
Market price volatility factor	57.8%	54.2%	50.0%
Expected life of key employee options	7 years	7 years	6 years
Expected life of directors options	5 years	5 years	3 years
Expected life of executive options	7 years

        The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s Key Employee, Directors and Executive stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of these stock options.

NOTE I—Stock Option Plans (Continued)

        The Company’s pro forma disclosures showing the estimated fair value of the options, amortized to expense over the options’ vesting periods, are as follows:

	2000	1999		1998
Pro forma net income (loss)	$1,073	$(37,332	)	$27,460
Pro forma net income (loss) per share	.04	(1.58	)	1.14
Pro forma net income (loss) per share—assuming dilution	.04	(1.58	)	1.12

NOTE J—Lease Commitments

        The Company incurred $3,702, $2,266 and $1,940 of rental expense under operating leases in 2000, 1999 and 1998, respectively. At December 31, 2000, future minimum lease payments for non-cancelable operating leases for the next five years total $6,409 and are payable as follows: 2001—$2,278; 2002—$1,503; 2003—$1,222; 2004—$933; and 2005—$473.

NOTE K—Contingencies

        The Company’s operating units are parties, in the ordinary course of their businesses, to various legal actions related to performance under contracts, product liability and other matters, several of which actions claim substantial damages. The Company believes these legal actions will not have a material adverse effect on the Company’s financial position or liquidity. The Company is subject to federal, state and local environmental laws and regulations concerning, among other matters, waste water effluents, air emissions and handling and disposal of hazardous materials such as cleaning fluids.

        As part of its ongoing environmental compliance and monitoring programs, the Company is voluntarily developing and executing work plans for remediation of environmental conditions involving certain of its operating facilities. Based upon the Company’s study of the known conditions and its prior experience in investigating and correcting environmental conditions, the Company estimates that the potential costs of these site remediation efforts will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations. Expected future expenditures relating to these remediation efforts are expected to be made over the next 10 years as ongoing operating costs of remediation programs. These costs have been measured on a non-discounted basis and are included in other long-term liabilities at December 31, 2000 and 1999. Although the Company believes it has adequately provided for the cost of all known environmental conditions, the applicable regulatory agencies could insist upon different and more costly remediative measures than those the Company believes are adequate or required by existing law. The Company believes that it is currently in substantial compliance with all known material and applicable environmental regulations.

NOTE L—Operating Segments

        The Company has the following three reportable segments: applied technologies (“Applied Technologies”), distribution and storage equipment (“Distribution and Storage”) and process systems and equipment (“Process Systems”). The Company’s reportable segments are business units that offer different products. The reportable segments are each managed separately because they manufacture and distribute distinct products with different production processes. The Applied Technologies segment consists of three operating divisions that sell products including LNG alternative fuel systems, telemetry products, DryWash® CO ₂ cleaning systems, magnetic resonance imaging cryostat components, vacuum-insulated bulk liquid CO ₂ systems, medical oxygen products, biological storage systems, large and small thermal vacuum test chambers, vacuum-insulated piping systems, nitrogen injection systems, and various cryogenic and non-cryogenic components including pumps, valves and tubing. The Distribution and Storage segment consists of two operating divisions that sell cryogenic tanks, trailers, intermodal containers, railcars and cryogenic repair services to various companies for the storage and transportation of both industrial and natural gases. The Process Systems segment consists of two operating divisions that sell brazed aluminum heat exchangers and coldboxes to industrial gas, natural gas and petrochemical processing companies who use them for the liquefaction and separation of industrial and natural gases. Due to the nature of the products that each operating segment sells, there are no intersegment sales.

NOTE L—Operating Segments (Continued)

        The Company evaluates performance and allocates resources based on profit or loss from operations before gain on sale of assets, interest expense, income taxes and minority interest. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

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

	2000
	Reportable Segments
	Applied Technologies	Distribution and Storage	Process Systems		Corporate		Total
Revenues from external customers	$136,952	$137,929	$  50,819				$325,700
Depreciation and amortization expense	5,414	6,364	4,109		$  1,977		17,864
Operating income (loss) before gain on sale of      assets, interest expense, income taxes and      minority interest	23,386	11,832	1,338		(5,637	)	30,919
Total assets	171,096	168,941	56,353		25,099		421,489
Capital expenditures	2,166	2,596	258		561		5,581
	1999
	Reportable Segments
	Applied Technologies	Distribution and Storage	Process Systems		Corporate		Total
Revenues from external customers	$105,323	$105,529	$  82,085				$292,937
Depreciation and amortization expense	5,953	4,982	4,489		$  1,485		16,909
Operating income (loss) before gain on sale of      assets, interest expense, income taxes and      minority interest	9,579	4,923	(300	)	(25,938	)	(11,736	)
Total assets	185,983	149,869	61,934		26,784		424,570
Capital expenditures	2,633	1,761	1,072		1,581		7,047
	1998
	Reportable Segments
	Applied Technologies	Distribution and Storage	Process Systems		Corporate		Total
Revenues from external customers	$  62,256	$  42,558	$124,609				$229,423
Depreciation and amortization expense	1,684	1,446	3,557		$    339		7,026
Operating income (loss) before gain on sale of      assets, interest expense, income taxes and      minority interest	10,062	5,760	30,806		(2,473	)	44,155
Total assets	40,328	36,298	68,342		13,237		158,205
Capital expenditures	3,029	4,426	2,292		259		10,006

Geographic information:

	2000		1999		1998
	Revenues	Long-Lived Assets	Revenues	Long-Lived Assets	Revenues	Long-Lived Assets
United States	$279,449	$228,021	$241,228	$240,313	$205,997	$48,621
Non U.S. countries	46,251	36,637	51,709	40,907	23,426	33,473
Total	$325,700	$264,658	$292,937	$281,220	$229,423	$82,094

NOTE M—Extraordinary Item

        In the second quarter of 1999, the Company borrowed funds under its Credit Facility and retired prior to maturity certain debt assumed as part of the MVE acquisition with a fair value of $119.2 million. The debt extinguishment resulted in an extraordinary loss of $12,459, $7,809 net of tax, or $.33 per diluted share.

NOTE N—Quarterly Data (Unaudited)

        Selected quarterly data for the years ended December 31, 2000 and 1999 are as follows:

	Year Ended December 31, 2000
	First Quarter		Second Quarter	Third Quarter	Fourth Quarter	Total
Sales	$68,992		$78,924	$88,012	$89,772	$325,700
Gross profit	19,760		23,653	26,951	25,665	96,029
Operating income	5,087		7,135	9,506	9,191	30,919
Net income (loss)	(385	)	291	1,038	1,211	2,155
Net income (loss) per share	(.02	)	.01	.04	.05	.09
Net income (loss) per share—assuming dilution	(.02	)	.01	.04	.05	.09

        In the fourth quarter of 2000, net income was decreased by $509 relating to inventory adjustments.

	Year Ended December 31, 1999
	First Quarter	Second Quarter		Third Quarter		Fourth Quarter	Total
Sales	$44,588	$84,726		$84,108		$79,515	$292,937
Gross profit	12,317	20,875		20,147		24,042	77,381
Operating income (loss)	4,725	(19,758	)	(4,169	)	7,466	(11,736	)
Income (loss) before extraordinary item	2,902	(24,080	)	(8,946	)	1,653	(28,471	)
Extraordinary loss on early extinguishment of debt, net of      taxes of $4.7 million		(7,809	)				(7,809	)
Net income (loss)	2,902	(31,889	)	(8,946	)	1,653	(36,280	)
Income (loss) before extraordinary item per share	.12	(1.01	)	(.38	)	.07	(1.20	)
Net income (loss) per share	.12	(1.34	)	(.38	)	.07	(1.53	)
Income (loss) before extraordinary item per share—      assuming dilution	.12	(1.01	)	(.38	)	.07	(1.20	)
Net income (loss) per share—assuming dilution	.12	(1.34	)	(.38	)	.07	(1.53	)

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

        Not applicable.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

        The information appearing under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the registrant’s definitive Proxy Statement to be used in connection with the Annual Meeting of Stockholders to be held on May 3, 2001 (the “2001 Proxy Statement”) is incorporated herein by reference. Information regarding executive officers of the registrant is set forth in Part I of this Form 10-K.

Item 11.    Executive Compensation.

        The information appearing under the captions “Election of Directors” and “Executive Compensation” (other than the Compensation Subcommittee Report on Executive Compensation) in the 2001 Proxy Statement is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

        The information appearing under the caption “Stock Ownership of Principal Holders and Management” in the 2001 Proxy Statement is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.

        The information appearing under the caption “Other Matters” in the 2001 Proxy Statement is incorporated herein by reference.

PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1)	Report of Independent Auditors	22
	Consolidated Balance Sheets at December 31, 2000 and 1999	23
	Consolidated Statements of Operations for the Years ended December 31, 2000, 1999 and      1998	24
	Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2000, 1999      and 1998	25
	Consolidated Statements of Cash Flows for the Years ended December 31, 2000, 1999 and      1998	26
	Notes to Consolidated Financial Statements	27
(a)(2)	Financial Statement Schedules.
	No financial statement schedules required.
(a)(3)	Exhibits
	See the Exhibit Index at page 45 of this Form 10-K Annual Report.
(b)	Reports on Form 8-K.
	During the quarter ended December 31, 2000, the Company filed three Current Reports on Form 8-K. The first Current Report on Form 8-K, dated October 10, 2000, reported that the Company had entered into an amendment to its Credit Facility. The second, dated October 30, 2000, furnished a press release pursuant to Regulation FD. The third, dated November 29, 2000, reported that the Company had entered into the Incremental Credit Facility.

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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 .

/s/    ARTHUR S. HOLMES        

By: 

Arthur S. Holmes

Chairman & Chief Executive Officer

Date: March 16, 2001

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    ARTHUR S. HOLMES                                                                                                            Arthur S. Holmes	Chairman and Chief Executive Officer (Principal Executive Officer)	March 16, 2001
/s/    DON A. BAINES                                                                                                            Don A. Baines	Chief Financial Officer, Treasurer and a Director (Principal Financial Officer)	March 16, 2001
/s/    JOHN T. ROMAIN                                                                                                            John T. Romain	Controller and Chief Accounting Officer (Principal Accounting Officer)	March 16, 2001
/s/    RICHARD J. CAMPBELL                                                                                                            Richard J. Campbell	Director	March 16, 2001
/s/    THOMAS F. MCKEE                                                                                                            Thomas F. McKee	Director	March 16, 2001
/s/    LAZZARO G. MODIGLIANI                                                                                                            Lazzaro G. Modigliani	Director	March 16, 2001
/s/    ROBERT G. TURNER, JR.                                                                                                            Robert G. Turner, Jr.	Director	March 16, 2001

EXHIBIT INDEX

Exhibit No.	Description
2.1	Plan and Agreement of Merger, dated April 30, 1997, by and among the Company,      Greenville Tube Corporation, Chart Acquisition Company, Inc. and Cryenco Sciences,      Inc.	(F)
2.2	Agreement for the Sale and Purchase of the Industrial Heat Exchanger Group, dated March      5, 1998, by and among the Company, IMI Kynoch Limited, IMI Marston Limited, IMI plc      and Chart Marston Limited	(G)
2.3	Agreement and Plan of Merger, dated as of February 16, 1999, by and among the Company,      Chart Acquisition Company and MVE Holdings, Inc.	(J)
2.4	Agreement and Plan of Merger, dated as of February 25, 1999, by and among the Company,      Chart Acquisition Company and MVE Investors, LLC	(J)
3.1	Amended and Restated Certificate of Incorporation of the Company, as filed with the      Secretary of State of Delaware on December 3, 1992	(A)
3.1.1	Certificate of Designations of Series A Junior Participating Preferred Stock of the      Company
3.2	Amended and Restated By-Laws of the Company	(B)
4.1	Specimen certificate of the Company’s Common Stock
4.2	Form of Warrant Agreements of various dates by and between Cryenco Sciences, Inc. and      various warrant holders	(F)
4.3	Form of Amendment No. 1 to Warrant Agreement by and among the Company, Cryenco      Sciences, Inc. and various warrant holders	(F)
4.4	Form of Warrant Certificate	(F)
4.5	Rights Agreement, dated as of May 1, 1998, by and between the Company and National City      Bank, as Rights Agent	(H)
4.6	Amendment No. 1 to Rights Agreement, dated as of February 8, 2001, by and between the      Company and National City Bank, as Rights Agent
10.1	Form of Indemnity Agreement of the Company	(B)
*10.2	Key Employees Stock Option Plan of the Company	(B)
*10.3	1994 Stock Option Plan for Outside Directors of the Company	(C)
*10.3.1	1995 Stock Option Plan for Outside Directors of the Company
*10.3.2	1996 Stock Option Plan for Outside Directors of the Company	(D)
*10.3.3	Amendment No. 1 to the 1996 Stock Option Plan for Outside Directors of the Company	(L)
*10.4	Amended and Restated 1997 Stock Option and Incentive Plan	(C)
*10.5	1997 Stock Bonus Plan	(E)
*10.6	Trust Agreement between Chart Industries, Inc. and Fidelity Management Trust Company      relating to the Deferred Compensation Plan	(I)
*10.7	2000 Executive Incentive Stock Option Plan	(L)
*10.7.1	Form of Stock Option Agreement under the 2000 Executive Incentive Stock Option Plan	(L)
10.8	License Agreement, dated August 30, 1991, by and between Koch Industries, Inc. and PSI      relating to the Ryan/Holmes Technology	(B)
10.9	Permitted User Agreement, dated as of March 27, 1998, by and between Chart Marston      Limited and IMI Marston Limited	(G)
10.10	1998-2001 Labor Agreement, dated March 25, 1998, by and between ALTEC and District      Lodge 66 of the International Association of Machinists and Aerospace Workers, AFL- CIO	(C)
10.11	Agreement, effective August 30, 1999 through August 30, 2002, by and between Process      Engineering and The International Brotherhood of Boilermakers, Iron Ship Builders,      Blacksmiths, Forgers & Helpers Local Lodge No. 752 of the AFL-CIO

Exhibit No.	Description
10.12	Agreement, effective January 10, 2000 through January 15, 2002, by and between the      Company and the United Steel Workers
*10.13	Employment Agreement, dated as of January 24, 2001, by and between the Company and      James R. Sadowski
*10.14	Salary Continuation Agreement, dated May 12, 1996, by and between the Company and      John T. Romain	(C)
*10.14.1	Amendment No. 1 to Salary Continuation Agreement, dated December 4, 1998, by and      between the Company and John T. Romain	(C)
*10.15	Salary Continuation Agreement, dated May 22, 1996, by and between the Company and      Don A. Baines	(C)
*10.15.1	Amendment No. 1 to Salary Continuation Agreement, dated December 4, 1998, by and      between the Company and Don A. Baines	(C)
10.16	Credit Agreement, dated as of April 12, 1999, by and among the Company, the Subsidiary      Borrowers, the Subsidiary Guarantors, the Lenders (all as defined therein), The Chase      Manhattan Bank, as Administrative Agent, and National City Bank, as Documentation      Agent	(J)
10.16.1	Amendment No. 1, dated as of August 24, 1999, to the Credit Agreement, dated as of April      12, 1999, by and among the Company, the Subsidiary Borrowers, the Subsidiary      Guarantors, the Lenders (all as defined therein), The Chase Manhattan Bank, as      Administrative Agent, and National City Bank, as Documentation Agent	(K)
10.16.2	Amendment No. 2, dated as of October 10, 2000, to the Credit Agreement, dated as of April      12, 1999, by and among the Company, the Subsidiary Borrowers, the Subsidiary      Guarantors, the Lenders signatory thereto (all as defined therein), The Chase Manhattan      Bank, as Administrative Agent, and National City Bank, as Documentation Agent	(M)
10.16.3	Series 1 Incremental Revolving Credit Agreement, dated as of November 29, 2000, among      the Company, the Subsidiary Borrowers, the Subsidiary Guarantors, the Series 1 Lenders      signatory thereto (all as defined therein), and The Chase Manhattan Bank, as      Administrative Agent	(N)
10.17	Indemnification and Warrant Purchase Agreement, dated as of April 12, 1999, by and among      the Company, MVE Holdings, Inc. and each of the former members of MVE Investors,      LLC listed on the signature pages thereto	(J)
10.18	Form of Promissory Note	(J)
10.19	Form of Mortgage, Assignment of Rents, Security Agreement and Fixture Filing	(J)
10.20	Warrant Agreement, dated as of April 12, 1999, between the Company and each of the      persons listed on the signature pages thereto	(J)
10.21	Escrow Agreement, dated as of April 12, 1999, by and among the Company, MVE Holdings,      Inc., Chart Acquisition Company, ACI Capital I, LLC, in its own capacity and, with      respect to the Class B Escrow Amount (as defined therein), as agent and attorney-in-fact      for each of the former members of MVE Investors, LLC listed therein, and Firstar Bank of      Minnesota, N.A.	(J)
21.1	Subsidiaries of the Registrant
23.1	Consent of Ernst & Young LLP

*  Management contract or compensatory plan or arrangement identified pursuant to Item 14(a)(3) of this Annual Report on Form 10-K.

(A) Incorporated herein by reference to the appropriate exhibit to the Company’s Registration Statement on Form S-3 (Reg. No. 333-35321).

(B) Incorporated herein by reference to the appropriate exhibit to the Company’s Registration Statement on Form S-1 (Reg. No. 33-52754).

(C) Incorporated herein by reference to the appropriate exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.

(D) Incorporated herein by reference to the appropriate exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996.

(E) Incorporated herein by reference to the appropriate exhibit to the Company’s Registration Statement on Form S-8 (Reg. No. 333-32535).

(F) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated July 31, 1997.

(G) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated March 27, 1998.

(H) Incorporated herein by reference to the appropriate exhibit to the Company’s Registration Statement on Form 8-A, filed June 3, 1998.

(I) Incorporated herein by reference to the appropriate exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.

(J) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated April 12, 1999.

(K) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated August 24, 1999.

(L) Incorporated herein by reference to the appropriate exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

(M) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated October 10, 2000.

(N) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated November 29, 2000.

EX-3.1.1

Exhibit 3.1.1

CERTIFICATE OF DESIGNATIONS
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
CHART INDUSTRIES, INC.

(Pursuant to Section 151 of the Delaware General Corporation Law)

        Chart Industries, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on April 30, 1998:

        RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Restated Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

        Series A Junior Participating Preferred Stock:

        Section 1.    Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

        Section 2.    Dividends and Distributions.

        (A)    Subject to the rights of the holders of any shares of any series of Serial Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        (B)    The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

        (C)    Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

        Section 3.    Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

        (A)    Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        (B)    Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

        (C)    Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

        Section 4.    Certain Restrictions.

        (A)    Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

        (i)        declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

        (ii)      declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

        (iii)     redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

        (iv)    redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

        (B)    The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 3, purchase or otherwise acquire such shares at such time and in such manner.

        Section 5.    Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

        Section 6.    Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        Section 7.    Consolidation Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        Section 8.    No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

        Section 9.    Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation's Preferred Stock.

        Section 10.    Amendment. The Restated Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

        IN WITNESS WHEREOF, this Certificate of Amendment is executed on behalf of the Corporation by its President and attested by its Secretary this 1st day of June, 1998.

/s/ James R. Sadowski

President

Attest:

/s/ Thomas F. McKee

Secretary

EX-4.1

		Exhibit 4.1
COMMON STOCK	[LOGO]	COMMON STOCK

NUMBER	SHARES
C3070

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE	CUSIP 16115Q 10 0
IN THE CITY OF NEW YORK	SEE REVERSE FOR CERTAIN DEFINITIONS
OR IN CLEVELAND, OHIO

Chart Industries, Inc.

This is to certify that

-SPECIMEN-

is the owner of

     FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

Chart Industries, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
     This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation (copies of which are on file with the Transfer Agents), filed in the office of Secretary of State of Delaware, to all of which the holder, by acceptance hereof, assents.
     This certificate is not valid until countersigned by a Transfer Agent and registered by a Registrar.
     Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:	CHART INDUSTRIES, INC.
	CORPORATE SEAL DELAWARE
		/S/
		CHAIRMAN
COUNTERSIGNED AND REGISTERED
NATIONAL CITY BANK
(CLEVELAND, OHIO)	TRANSFER AGENT
	AND REGISTRAR
		/S/
BY		SECRETARY

AUTHORIZED SIGNATURE

CHART INDUSTRIES, INC.

     Chart Industries, Inc. will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof which the Corporation is authorized to issue and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request should be addressed to the Secretary of the Corporation at 35555 Curtis Boulevard, Eastlake, Ohio 44095.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM	-as tenants in Common	UNIF	GIFT	MIN	ACT–		Custodian
TEN ENT	-as tenants by the entireties					(Cust)	(Minor)
JT TEN	-as joint tenants with right of				under Uniform Gifts to Minors
	survivorship and not as tenants				Act
	in common					(State)

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

        For value received, ______ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

                                                                                                                                                                                                                                                            
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

              shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ___________________

NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

     This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Chart Industries, Inc. and National City Bank dated as of May 1, 1998 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Chart Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Chart Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights agreement) may become null and void.

EX-4.6

Exhibit 4.6

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

        This Amendment No. 1 (this "Amendment"), dated as of February 8, 2001, supplements and amends the Rights Agreement, dated as of May 1, 1998 (the "Rights Agreement"), between Chart Industries, Inc. (the "Company") and National City Bank, as Rights Agent (the "Rights Agent"). Capitalized terms not otherwise defined herein have the respective meanings assigned to such terms in the Rights Agreement.

WITNESSETH

        WHEREAS, on April 30, 1998, the Board of Directors of the Company (the "Board") authorized the issuance of Rights to purchase, on the terms and subject to the provisions of the Rights Agreement, Series A Junior Participating Preferred Stock of the Company (each a "Right," and collectively, the "Rights"); and

        WHEREAS, the Board authorized and declared a dividend of one Right for each share of Common Stock of the Company outstanding on June 1, 1998 and authorized the issuance of one Right (subject to certain adjustments) with respect to each share of Common Stock of the Company that becomes outstanding after the Record Date but before the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date; and

        WHEREAS, as of May 1, 1998, the Company and the Rights Agent entered into the Rights Agreement to set forth the description and terms of the Rights; and

        WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board has deemed it desirable to supplement and amend the Rights Agreement on a basis consistent with the original purpose and intent of the Rights Agreement.

        NOW, THEREFORE, the Rights Agreement is hereby supplemented and amended as follows:

        1.    Section 1(a) of the Rights Agreement is supplemented and amended by adding the following sentence at the end thereof:

"Notwithstanding any other provision of this Section 1(a), no Person shall be deemed to be an Acquiring Person for any purpose under this Agreement, if such Person, together with all Affiliates and Associates of such Person, was, as of May 1, 1998, the Beneficial Owner of 20% or more of the Common Stock of the Company then outstanding."

        2.    Except as expressly herein set forth, the remaining provisions of the Rights Agreement shall remain in full force and effect and be unaffected hereby. This Amendment shall be governed by, and construed in accordance with, the internal substantive laws of the State of Delaware.

        3.    This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

        IN WITNESS WHEREOF, this Amendment No. 1 has been executed, effective as of this 8th day of February, 2001, by authorized representatives of each of the Company and the Rights Agent.

CHART INDUSTRIES, INC.              

By: /s/ Don A. Baines

Name:  Don A. Baines

Title:    Chief Financial Officer and    
             Treasurer

NATIONAL CITY BANK

By: /s/ David B. Davis

Name:  David B. Davis

Title:    Vice President

EX-10.3.1

Exhibit 10.3.1

CHART INDUSTRIES, INC.
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

     Chart Industries, Inc., hereinafter referred to as the “Company,” hereby adopts a stock option plan for eligible Directors of the Company (hereinafter referred to sometimes as “Optionees”) pursuant to the following terms and provisions:

     1. Purpose of the Plan. The purpose of this plan, hereinafter referred to as the “Plan,” is to provide additional incentive to those Directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates by encouraging them to acquire a new or an additional share ownership in the Company, thus increasing their proprietary interest in the Company’s business and providing them with an increased personal interest in the Company’s continued success and progress. These objectives will be promoted through the grant of options to acquire Common Stock, par value $.01 per share (the “Common Stock”), of the Company pursuant to the terms of the Plan. Only those Directors who meet the qualifications stated above are eligible for and shall receive options under this Plan.

     2. Effective Date of the Plan. The Plan shall become effective upon the date the Plan is approved by holders of a majority of the outstanding shares of voting capital stock of the Company which is present and entitled to vote thereon at a meeting or otherwise. In the case that the Company’s stockholders have not approved the Plan within twelve (12) months after the date the Plan is adopted by the Board of Directors, the Plan and the options granted hereunder shall be null and void.

     3. Shares Subject to the Plan. The shares to be issued upon the exercise of the options granted under the Plan shall be shares of Common Stock of the Company. Either treasury or authorized and unissued shares of Common Stock, or both, as the Board of Directors shall from time to time determine, may be so issued. No shares of Common Stock which are subject of any lapsed, expired or terminated options may be made available for reoffering under the Plan. If an option granted under this Plan is exercised pursuant to the terms and conditions of subsection 5(b), any shares of Common Stock which are the subject thereof shall not thereafter be available for reoffering under the Plan.

     Subject to the provisions of the next succeeding paragraph of this Section 3, the aggregate number of shares of Common Stock for which options may be granted under the Plan shall be Fifty Thousand (50,000) shares of Common Stock.

     In the event that subsequent to the date of effectiveness of the Plan, the Common Stock should, as a result of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other such change, be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, then (i) there shall automatically be substituted for each share of Common Stock subject to an unexercised option (in whole or in part) granted under the Plan, each share of Common Stock available for additional grants of options under the Plan and each share of Common Stock made available for grant to each eligible Director pursuant to Section 4 hereof, the number and kind of shares of stock or other securities into which each outstanding share of

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Common Stock shall be changed or for which each such share of Common Stock shall be exchanged, (ii) the option price per share of Common Stock or unit of securities shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the option shall remain the same as immediately prior to such event and (iii) the Board shall make such other adjustments as may be appropriate and equitable to prevent enlargement or dilution of option rights. Any such adjustment may provide for the elimination of fractional shares.

     4.  Grant of Options.

     (a) Initial Automatic Grant. Subject to the terms of the Plan, each eligible Director shall be granted a non-qualified stock option for 10,000 shares of Common Stock on the later of (1) the date of stockholder approval of the Plan or (2) the effective date of such Director’s initial election as a member of the Board of Directors. Such grant shall occur automatically without any further action by the Board of Directors.

    (b) Cut-back. In the event an eligible Director has been granted options to purchase shares of Common Stock under the Company’s 1994 Outside Director Stock Option Plan, then such Director shall be granted a non-qualified stock option only for 5,000 shares of Common Stock as otherwise set forth in subsection (a) above.

     (c) Option Price. The price at which each share of Common Stock may be purchased pursuant to an option granted under the Plan shall be equal to the “fair market value” (as determined pursuant to Section 7) for each such share as of the date on which the option is granted (the “Date of Grant”), but in no event shall such price be less than the par value of such shares of Common Stock. Anything contained in this subsection (c) to the contrary notwithstanding, in the event that the number of shares of Common Stock subject to any option is adjusted pursuant to Section 3, a corresponding adjustment shall be made in the price at which the shares of Common Stock subject to such option may thereafter be purchased.

     (d) Duration of Options. Each option granted under the Plan shall expire and all rights to purchase shares of Common Stock pursuant thereto shall cease on the date (the “Expiration Date”) which shall be the tenth anniversary of the Date of Grant of such option.

     (e) Vesting of Options. Each option granted under the Plan shall be exercisable on each anniversary of the Date of Grant for up to a maximum of thirty-three and one-third percent (33-1/3%) of the total number of shares of Common Stock subject to the option, which annual rights of exercise shall be cumulative.

     5. Option Provisions.

     (a)  Limitation on Exercise and Transfer of Options. Only the Director to whom the option is granted may exercise the same except where a guardian or other legal representative has been duly appointed for such Director and except as otherwise provided in the case of such Director’s death. No option granted hereunder shall be transferable otherwise than by the Last Will and Testament of the Director to whom it is granted or, if the Director dies intestate, by the applicable laws of descent and distribution. No option granted hereunder may be pledged or hypothecated, nor shall any such option be subject to execution, attachment or similar process.

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    (b) Exercise of Option. Each option granted hereunder may be exercised in whole or in part (to the maximum extent then exercisable) from time to time during the option period, but this right of exercise shall be limited to whole shares. Options shall be exercised by the Optionee (i) giving written notice to the Secretary of the Company at its principal business office, by certified mail, return receipt requested, of intention to exercise the same and the number of shares with respect to which the Option is being exercised (the “Notice of Exercise of Option”) accompanied by full payment of the purchase price in cash or, with the consent of the Board, in whole or in part in shares of Common Stock having a fair market value on the date the option is exercised equal to that portion of the purchase price for which payment in cash is not made and (ii) making appropriate arrangements with the Company with respect to income tax withholding, as required, which arrangements may include, in lieu of other withholding arrangements, (a) the Company withholding from issuance to the Optionee such number of shares of Common Stock otherwise issuable upon exercise of the option as the Company and the Optionee may agree; provided that such Optionee has had on file with the Board of Directors, for at least six (6) months prior thereto, an effective standing election to satisfy said Optionee’s tax withholding obligations in such a fashion, which election form by its terms shall not be revocable or amendable for at least six (6) months or (b) with the consent of the Board of Directors, the Optionee’s delivery to the Company of shares of Common Stock having a fair market value on the date the option is exercised equal to that portion of the withholding obligation for which payment in cash is not made. Such Notice of Exercise of Option shall be deemed delivered upon deposit into the mails.

     (c) Termination of Directorship. If the Optionee ceases to be a Director of the Company, his or her option shall terminate three (3) months after the effective date of termination of his or her directorship and neither he or she nor any other person shall have any right after such date to exercise all or any part of such option. If the termination of the directorship is due to death, then the option may be exercised within three (3) months after the Optionee’s death by the Optionee’s estate or by the person designated in the Optionee’s Last Will and Testament or to whom transferred by the applicable laws of descent and distribution (the “Personal Representative”). Notwithstanding the foregoing, in no event shall any option be exercisable after the expiration of the option period and not to any greater extent than the Optionee would have been entitled to exercise the option at the time of death.

     (d) Acceleration of Exercise of Options in Certain Events. Notwithstanding anything in the foregoing to the contrary, in the event of a “change in control” the eligible Director shall have the immediate right and option (notwithstanding the provisions of Section 4) to exercise the option with respect to all shares of Common Stock covered by the option, which exercise, if made, shall be irrevocable. The term “change in control” shall include, but not be limited to: (i) the first purchase of shares pursuant to a tender offer or exchange (other than a tender offer or exchange by the Company) for all or part of the Company’s shares of any class of common stock or any securities convertible into such common stock; (ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the “beneficial owner” (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty percent (20%) or more of the Company’s shares of capital stock calculated as provided in paragraph (d) of said Rule 13d-3; (iii) the date of approval by stockholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of capital stock, of any class or

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any securities convertible into such capital stock, of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of shares of all classes of the Company’s capital stock immediately prior to the merger would have the same proportion of ownership of common stock of the surviving corporation immediately after the merger; (iv) the date of the approval by stockholders of the Company of any sale, lease, exchange, or other transfer (in one or a series of related transactions) of all or substantially all the assets of the Company; or (v) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company.

     (e) Option Agreements. Options granted under the Plan shall be subject to the further terms and provisions of an Option Agreement, a copy of which is attached hereto as Exhibit A, the execution of which by each Optionee shall be a condition to the receipt of an option.

     6. Investment Representation; Approvals and Listings. The options to be granted hereunder shall be further conditioned upon receipt of the following investment representation from the Optionee:

“I further agree that any shares of Common Stock of Chart Industries, Inc. which I may acquire by virtue of this option shall be acquired for investment purposes only and not with a view to distribution or resale; provided, however, that this restriction shall become inoperative in the event the said shares of Common Stock subject to this option shall be registered under the Securities Act of 1933, as amended, or in the event Chart Industries, Inc. is otherwise satisfied that the offer or sale of the shares of Common Stock subject to this option may be lawfully made without registration of the said shares of Common Stock under the Securities Act of 1933, as amended.”

The Company shall not be required to issue any certificate or certificates for shares of Common Stock upon the exercise of an option granted under the Plan prior to (i) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such shares of Common Stock to listing on any national securities exchange on which the Common Stock may be listed, (iii) the completion of any registration or other qualification of the shares of Common Stock under any state or federal law or ruling or regulations of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable or the determination by the Company, in its sole discretion, that any registration or other qualification of the shares of Common Stock is not necessary or advisable and (iv) the obtaining of an investment representation from the Optionee in the form stated above or in such other form as the Company, in its sole discretion, shall determine to be adequate.

     7. General Provisions. For all purposes of this Plan the fair market value of a share of Common Stock shall be determined as follows: so long as the Common Stock of the Company is listed upon an established stock exchange or exchanges such fair market value shall be determined to be the highest closing price of a share of such Common Stock on any stock exchange or exchanges on the date the option is granted (or the date the shares of Common Stock are tendered as payment, in the case of determining fair market value for that purpose) or if no sale of such Common Stock shall have been made on any stock exchange on that day, then on the closest preceding day on which there was a sale of such Common Stock and during any

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period of time as such Common Stock is not listed upon an established stock exchange the fair market value per share shall be the mean between dealer “Bid” and “Ask” prices of such Common Stock in the over-the-counter market on the day the option is granted (or the day the shares of Common Stock are tendered as payment, in the case of determining fair market value for that purpose), as reported by the National Association of Securities Dealers, Inc.

     The liability of the Company under the Plan and any distribution of Common Stock made hereunder is limited to the obligations set forth herein with respect to such distribution and no term or provision of the Plan shall be construed to impose any liability on the Company in favor of any person with respect to any loss, cost or expense which the person may incur in connection with or arising out of any transaction in connection with the Plan, including, but not limited to, any liability to any federal, state, or local authority and/or any securities regulatory authority.

     Nothing in the Plan or in any option agreement shall confer upon any Optionee any right to continue as a Director of the Company, or to be entitled to any remuneration or benefits not set forth in the Plan or such option.

     Nothing contained in the Plan or in any option agreement shall be construed as entitling any Optionee to any rights of a stockholder as a result of the grant of an option until such time as shares of Common Stock are actually issued to such Optionee pursuant to the exercise of an option.

     The Plan may be assumed by the successors and assigns of the Company.

     The Plan shall not be amended more than once every six (6) months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

     The cash proceeds received by the Company from the issuance of Common Stock pursuant to the Plan will be used for general corporate purposes or in such other manner as the Board of Directors deems appropriate.

     The expense of administering the Plan shall be borne by the Company.

     The captions and section numbers appearing in the Plan are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of the Plan.

     8. Termination of the Plan. The Plan shall terminate ten (10) years from the date of its adoption by the Board of Directors of the Company and thereafter no options shall be granted hereunder. All options outstanding at the time of termination of the Plan shall continue in full force and effect in accordance with and subject to their terms and the terms and conditions of the Plan.

     9. Taxes. Appropriate provisions shall be made for all taxes required to be withheld and/or paid in connection with the options or the exercise thereof, and the transfer of shares of Common Stock pursuant thereto, under the applicable laws or other regulations of any governmental authority, whether federal, state, or local and whether domestic or foreign.

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    10. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware and any applicable federal law.

     11. Venue. The venue of any claim brought hereunder by an eligible Director shall be Cleveland, Ohio.

     12. Changes in Governing Rules and Regulations. All references herein to the Internal Revenue Code, or sections thereof, or to rules and regulations of the Department of Treasury or of the Securities and Exchange Commission, shall mean and include the Code sections thereof and such rules and regulations as are now in effect or as they may be subsequently amended, modified, substituted or superseded.

     13. Replacement of 1994 Stock Option Plan for Outside Directors. Upon approval of the Plan by the holders of voting capital stock as set forth in Section 2, no further grants of options under the 1994 Stock Option Plan for Outside Directors shall be made.

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EX-10.11

Exhibit 10.11

AGREEMENT

Between
CHART STORAGE SYSTEMS
Plaistow, New Hampshire
member of Chart Industries Cryogenic Storage Systems Division

and the

International Brotherhood of
Boilermakers, Iron Ship Builders,
Blacksmiths, Forgers & Helpers
Local Lodge No. 752 of the AFL-CIO
Plaistow, New Hampshire

Effective date:
August 30, 1999 through August 30, 2002

ARTICLE.INDEX		PAGE
I.	Union Recognition	1
II.	Function of Management	1
III.	Relationship	2
IV.	Definitions	2
V.	Non-Discrimination	2
VI.	New - Temporary Employees	3
VII.	Union Security	4
VIII.	Payroll Deduction of Union Dues	4
IX.	Work Schedules	5
X.	Job Openings	6
XI.	Shift Operations	7
XII.	Wages	8
XIII.	Overtime	10
XIV.	Holidays	11
XV.	Vacation	13
XVI.	Hospitalization, Medical and Dental	15
XVII.	Pension	17
XVIII.	Safety and Sanitation - First Aid	18
XIX.	Seniority, Lay-Off	20
XX.	Attendance	21
XXI.	Disciplinary Action	23
XXII.	Grievance Procedure	24
XXIII.	Arbitration	25
XXIV.	Union Representatives	25
XXV.	Sub-Contracting	27
XXVI.	Maintenance of Work Operations	27
XXVII.	Information to Union	28
XXVIII.	401 (k) Savings and Investment Program	29
XXIX.	Profit Sharing	29
XXX.	Severance Pay	31
XXXI.	Contract Limitations	32
Appendix A.	Training Program	34
Schedule A.	Notes	36
Schedule B.	Wage Rates	37

ARTICLE INDEX by TOPIC		PAGE
401(k) Savings and Investment Program	Article XXVIII	29
			A
Arbitration	Article XXIII	25
Attendance	Article XX	21-23
			B
Bereavement Benefit	Article VII, (Sec 9)	9
			C
Contract Limitations	Article XXXI	32
			D
Definitions	Article IV	2
Dental, Medical and Hospitalization	Article XVI	15-17
Disciplinary Action	Article XXI	23
			E
Employees, New and Temporary	Article VI	3-4
			F
First Aid - Safety and Sanitation	Article XVIII	18-20
Function of Management	Article II	1
			G
Grievance Procedure	Article XXII	24
			H
Holidays	Article XIV	11-12

ARTICLE INDEX by TOPIC		PAGE
Hospitalization, Medical and Dental	Article XVI	15-17
			I
Information to the Union	Article XXVII	28
			J
Job Classifications	Article X	7
Job Openings	Article X	6-7
			L
Layoff - Seniority	Article XIX	20-21
			M
Maintaining of Work Operations	Article XXVI	27
Management, Function of	Article II	1
Medical, Hospitalization and Dental	Article XVI	15-17
			N
New and Temporary Employees	Article VI	3-4
Non-discrimination	Article V	2
Notes	Schedule "A"	36
			O
Overtime	Article XIII	10-11
			P
Payroll Deductions of Union Dues	Article VIII	4-5
Pension	Article XVII	17
Premium Machines	Schedule "A"	39
Profit Sharing	Article XXIX	29-30

ARTICLE INDEX by TOPIC		PAGE
			R
Relationship	Article III	1
Representatives, Union	Article XXIV	25-27
			S
Safety and Sanitation - First Aid	Article XVIII	18-20
Security, Union	Article VII	4
Seniority - Layoff	Article XIX	20-21
Severance Pay	Article XXX	31
Shift Operations	Article XI	7
Signature Page		33
Sub-contracting	Article XXV	27
			T
Table of Contents		I
Training Program	Appendix A	34-35
			U
Union Recognition	Article I	1
Union, Information to	Article XXVII	28
Union - Representatives	Article XXIV	25-27
Union Security	Article VII	4
Union Dues, Payroll Deductions of	Article VIII	4-5
			V
Vacation	Article XV	13-15
			W
Wages	Article XII	8-10
Wage Rates, Union	Schedule "B"	37
Work Schedules	Article IX	5-6
Work Operations, Maintaining of	Article XXVI	27

ARTICLE I

UNION RECOGNITION

Section 1. The Employer recognizes the Union as the sole collective bargaining agency for all employees coming within the category of the appropriate unit with such respect to wages, hours and working conditions. Such appropriate unit is as follows:

All production and maintenance Employees including Working Leadmen, Truck Drivers, but excluding Draftsmen, Technical Engineers, Foremen, Assistant Foremen, Supervisory Employees having the right to hire and fire, and Office and Clerical Employees.

Section 2. The Employer agrees to employ only Employees in the classifications set forth in Schedule "B" in the performance of the work included within the scope of this agreement.

Section 3. No Foremen or Assistant Foremen shall work with the tools except for the purpose of instructing or correcting Employees. The following Supervisors are exempt from this requirement: Test Supervisor to operate Mass Spectrometer only; Maintenance Supervisor and Assistant Supervisor for breakdown, repair and installation of new equipment.

ARTICLE II

FUNCTION OF MANAGEMENT

Section 1. The Union agrees that the function of Management rests solely with the Company, and further agrees that it will not interfere with the Company's free exercise of this right except where the Company specifically is limited in the Articles or Sections of this Contract.

Section 2. Foremen, Assistant Foremen, Supervisors, Coaches, Lead persons, Group Leaders, and Team leaders in all departments shall be selected by the Employer.

ARTICLE III

RELATIONSHIP

Section 1. The parties of the Agreement recognize that stability in wages and working conditions and competency of workers are essential to the best interest of the industry and public, and agree to strive to eliminate all factors which tend toward unstabilizing these conditions. The parties further agree to cooperate fully in carrying out the intent of this Section.

Section 2. It is hereby agreed that a Committee consisting of two (2) representatives of the Company, the Plant Manager and two (2) representatives of the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers of America, AFL-CIO, Local 752, and Employees of the Company to be known as the Labor Management Production Committee, shall be established and meet to discuss and devise ways and means to effectuate maximum production which is mutually desired. A meeting shall be called by the Plant Manager at least once a quarter and he shall preside as Chairman.

ARTICLE IV

DEFINITIONS

Section 1. As used in the Agreement, the term "Employee" means an Employee who is included in the appropriate unit as above defined and the term "Employees" means two (2) or more such employees.

ARTICLE V

NON-DISCRIMINATION

Section 1. The Company or the Union shall not discriminate against employees because of color, race, sex, religious affiliation, nationality, age, sexual orientation, handicap or status as a disabled veteran or Vietnam era veteran, as prescribed by applicable state or federal law. Pronouns in the male gender appearing in this Agreement are intended to include the female gender.

ARTICLE VI

NEW AND TEMPORARY EMPLOYEES

Section 1. The Company agrees that all new Employees shall be given a copy of this Agreement.

Section 2. All new employees shall complete their first ninety (90) days of work as Probationary Employees and shall be subject to discharge within that period at the discretion of the Employer without recourse to the grievance procedure of the Agreement.

Section 3. New Employees are not eligible for a paid holiday until completing thirty (30) days of work.

Section 4. New Employees may be retained on the first shift for a period of thirty (30) days of work. Thereafter they shall be subject to the seniority rules. No Employee shall be transferred to another shift to accommodate any new hire.

Section 5. New Employees become covered for benefits on the first of the month following completion of forty-five (45) days of work.

Section 6. Temporary employees shall be defined as employees who are hired to fill short term production work not to exceed (6) six calendar months. This process is not meant to replace the regular hiring process. Temporary employees may become full time employees if a need exists beyond (6) six calendar months.

Temporary employees will be hired under the following conditions:

1.	Where a need exists within a classification, temporary employees may be hired to fill the need provided no employees within the classification are on layoff, and there are no qualified employees within the other classifications working or on lay-off.
2.	The probationary period for temporary employees will be no longer than 6 calendar months.
3.	Temporary employees will not be subject to Union dues in the first 30 days and shall not participate in the following specific contractual benefits, namely: Holiday pay, vacation pay, pension benefits, insurance benefits, sickness and accident coverages (except statutory Worker's Compensation) and hospitalization coverage.
4.	All qualified employees will be given the opportunity to work overtime before temporary employees are asked to work overtime.
5.	Temporary employees may be assigned to first shift for up to 30 days for orientation. Thereafter, they will be assigned to another shift as production needs dictate. No full time employee will be displaced from their regular shift by a temporary employee.

ARTICLE VII

UNION SECURITY

Section 1. As a condition of employment, all present Employees must become and remain members of the Union thirty (30) days after the signing of this Agreement, and all future Employees hired by the Company.

ARTICLE VIII

PAYROLL DEDUCTIONS OF UNION DUES

Section 1. The Company shall, upon the written order signed by any Employee directing the Company to do so, deduct from the second pay of such Employees for each month, the amount of dues payable by such Employee to the Union for the succeeding months. This written order, being signed voluntarily, shall be irrevocable unless such rights be waived by the Union concerned, for a term of this Agreement, and is in compliance with the applicable laws. The amount of the Union's dues will be set forth under the Seal of The Union and presented to the Company immediately subsequent to the signing of this agreement. The Company shall, on or before the first day of each succeeding month, remit the amount thereof to the proper officers of the Union. The Union shall, from time to time, furnish the Company a certificate of the president or other qualified officers of the Union to whom such amounts shall be remitted.

Section 2. In the application of Section 1 above, when the Employer is notified by the Union in writing that an Employee is delinquent in the payment of Union dues, reinstatement fee, or has failed to make proper application or pay the initiation fee required, the Employer shall, upon notice from the local Union, terminate such Employee.

Section 3. The Union shall hold the Company harmless from any and all liability resulting from the Company's discharge of any Employee at the request of the Union as defined in Section 2, Article VIII above.

ARTICLE IX

WORK SCHEDULES

Section 1. Employees must be at their regular work station at the start of the shift.

Section 2. The normal work week shall consist of five (5) days: Monday through Friday inclusive for the first and second shift; and Sunday through Thursday inclusive for the third shift. It is understood that all hours and days of work shall be consecutive.

Section 3. Shift work will be permitted in all classifications. A 10% premium over and above the hourly rate shall be allowed for second and third shifts.

The shifts may consist of one day and two night shifts. The regular working hours are as follows:

1st Shift . . . . . . . . . . . . . . . . .6:30 a.m. - 3:00 p.m.

2nd Shift . . . . . . . . . . . . . . . . 3:00 p.m. - 11:30 p.m.

3rd Shift . . . . . . . . . . . . . . . 10:30 p.m. - 7:00 a.m.

Unpaid lunch periods:

1st Shift . . . . . . . . . . . . . . . 12:00 noon - 12:30 p.m.

2nd Shift . . . . . . . . . . . . . . . .8:00 p.m. - 8:30 p.m.

3rd Shift . . . . . . . . . . . . . . . . 2:30 a.m. - 3:00 a.m.

If more than 120 employees are on a shift, the employer may stagger lunch periods.

Section 4. A 10-minute coffee break will be allowed during the first half of each shift.

Section 5. Employees shall be permitted five (5) minutes to put away their tools and wash up at the end of each shift.

ARTICLE X

JOB OPENINGS

Section 1. The Company shall post all job openings except in the General Helper's classification for a period of one (1) week. All bids shall be closed at the end of this week. The senior employee shall have preference for these jobs providing he/she has the qualifications to do the job with a minimum amount of in-house training by the Company. Job bids must be submitted in duplicate by the Employee to the Personnel Manager with the Shop Steward retaining a copy. In the event the successful job bidder cannot perform the job with a minimum amount of in-house training by the Company, (not less than three (3) weeks) he/she shall then be returned to the classification and area he/she came from.

A successful job bidder shall retain his/her seniority in his/her old classification for one (1) year before his/her past seniority is applicable to his/her new classification.

An employee must have one (1) year or more of service in his/her classification to exercise a job bid.

If an Employee's qualifications are in dispute, the Company will then resolve this matter with the Shop Committee. This Section is not intended, and shall not be construed to deny the Company the right to hire qualified employees for job openings if, in the opinion of the Company, no qualified Employee exists within its employ.

In the event the Company hires from the outside to fill a job bid where no qualified Employee was available, the Company shall show the new hire's record and qualifications to the Shop Committee for their verification prior to the new hire reporting for work.

JOB CLASSIFICATIONS

Section 1. Although all employees have specific job classifications, any employee may be assigned to any job and will be paid at their regular rate.

ARTICLE XI

SHIFT OPERATIONS

Section 1. When an Employee has his/her shift changed during the work week he/she shall receive time and one-half for the first day of the new shift. When he/she returns to his/her original shift he/she receives only straight time. There shall be no time and one-half for any shift change occurring over the weekend. Shift assignment shall be by seniority in a classification. The Company shall give forty-eight (48) hours' notice to any Employee who is being

transferred to another shift. Employees may exercise shift preference every twelve (12) months if so desired. Transfer must be made within a two (2) week period. An employee must have been employed one (1) year before exercising shift preference.

Employees who will be so assigned by management to a different shift because of a need for skills and efficiency of the operation will do so for no more than 120 calendar days.

ARTICLE XII

WAGES

Section 1. The first term of the Agreement effective August 30, 1999 through August 27, 2000, base wages will be increased 3%/hr. across the board.

The second term of the Agreement effective August 28, 2000 through August 26, 2001, base wages will be increased 3%/hr. across the board.

The third term of the Agreement effective August 27, 2001 through September 1, 2002, base wages will be increased 3%/hr. across the board.

Section 2. The Employer agrees to pay to its Employees, and the Union agrees that it will accept, the wage scale for the various classifications set forth and contained in the Schedule of Wages in Schedule "B" attached hereto.

Section 3. There shall be no reduction in wages during the life of this agreement.

Section 4. All Union requests for Wage Increases will be submitted by the Union and administered by the Company as to approval or disapproval within two (2) weeks after being submitted.

Section 5. Employees properly reporting for work shall receive a minimum of four (4) hours' pay. This Section shall not apply where Employees are not put to work by reason of an Act of God or on occasions when the Company has acted promptly to proceed with the necessary repairs to factory buildings and/or equipment. The foregoing requirements shall not be applicable where the Employee voluntarily quits, is discharged, goes home sick, or is excused from work for personal reasons, in which event he/she shall be paid only for actual hours worked.

Section 6. All work performed away from the plant requiring overnight stays will be paid at the rate of $1.00/hour above the applicable shop rate. Work performed away from the plant during day trips will be paid at the rate of $.50/hour above the applicable shop rate. Mileage, if an employee's car is used, will be paid at the rate allowed by the IRS per mile [current rate (9/99) is $0.31/mile].

Section 7. Management will review the wages of each Employee under the maximum of their classification for each six (6) months period in which the Employee has not had a wage increase. Should an Employee not demonstrate, during the six (6) month review period, sufficient improvement over his/her last review to justify an increase he/she shall be reviewed again in ninety (90) days. The minimum increase, if granted, shall be fifteen cents ($0.15) per

hour.

Shop Stewards, when requesting a Review, must make the request two (2) weeks in advance of the requested effective date. The increase, if granted, shall be retroactive to the requested effective date. Each Employee has a right to challenge his/her review with his/her Supervisor or Coach.

In order to ensure the orderly progression of new employees through the Job classification apprentice training process, the actions in Appendix A will be taken.

Section 8. When an Employee is called to Jury Duty the Company shall make up the difference in pay at the Employee's regular rate. A day of Jury Duty is defined as any day for which the Employee is required to appear, regardless of having served, certified by a written statement from the Court.

Section 9. An employee beyond the probationary period, who is working at the time, will be granted three (3) regular working days off with pay in the event of a death in the employee's immediate family. Immediate family is defined as the employee's wife, husband, father, mother, son, daughter, brother, sister, foster parents, father-in-law or mother-in-law.

An employee may take the time off with pay later than the day of death or funeral if circumstances warrant and are a direct result of the death. An employee beyond the probationary period, who is working at the time, will be granted one (1) regular work day off with pay to attend the funeral of a grandparent or grandchild of the employee.

An absence for the purpose of attending the funeral of a relative, when evidence is acceptable to Personnel, shall be excused.

Section 11. Employees who have given long and faithful service and have become unable to handle heavy work due to age shall be given preference in such light work as they may be able to perform at a rate of pay commensurate with the classification in which they will be employed.

ARTICLE XIII

OVERTIME

Section 1. All work in excess of eight (8) hours in any one work day, forty (40) hours in any one week, or on Saturday shall be paid at the rate of time and one-half; all work performed on Sundays shall be paid at the rate of double time; on a paid holiday, time and one-half extra if worked. No Employee shall be paid both daily and weekly overtime for the same hours worked.

Section 2. Should an Employee be required to work over ten (10) hours in any one day he/she will be allowed one-half (1/2) hour paid lunch period.

Section 3. The Company will attempt to distribute all overtime work as equally as possible among the Employees in their respective shifts. All overtime shall be worked on a voluntary basis. Where there are no qualified Employees available to perform the work the Company will authorize other means to get the work done. Before taking action, the Company will consult with the Chief Steward or in his/her absence, an available Steward who, with the Company, will mutually attempt to make available the qualified Employee(s) necessary to perform the work.

It is agreed that any Employee who has agreed to report for overtime work after having been asked, but does not report for work as agreed to, shall forfeit his/her right to overtime work for one (1) month unless he/she can offer an acceptable, reasonable excuse to the Company.

Any Employee who refuses overtime work when requested shall be considered as having worked, for the purpose of overtime distribution.
Section 4. If there is overtime work on a job that an Employee or Employees have been working straight time on, these Employees will continue on the job and receive the overtime, including Saturday and Sunday. The Chief Steward or Business Manager shall receive a complete list of all Employees scheduled to work on Saturday, Sunday and holidays.

Section 5. There shall be one (1) Steward for each twenty (20) employees working a Saturday, Sunday or holiday. If a Steward within the group refuses the work, any Union Official within the group may be counted towards meeting the above requirements, or the Union may designate an Acting Steward from among those Union Employees at work. In no event shall the total number of Stewards working exceed the number of Stewards in the Shop. When Employees are asked to work overtime and there are no Stewards working the Shift they are held over to, the provisions above for Saturday, Sunday and holiday work shall apply.

Section 6. Any Employee called to work at any other time than his/her regular shift shall be paid time and one-half for work.

Section 7. Employees shall not be required to take time off because of overtime work unless required to do so by state or federal regulations. When an Employee, due to lack of work, is temporarily assigned to another classification carrying a lower rate, his/her wage rate shall not be reduced for a period of thirty (30) days of work. At the expiration of this period the Employee shall have the option to accept the lower rate of pay or take a lay-off due to lack of work in his/her classification. Temporary assignment to lower paying jobs shall be by seniority only.

Section 8. When overtime is requested, the Employee shall be given three (3) hours' notice except in case of emergency or where it was impossible to inform the Employee within the time limit.

ARTICLE XIV

HOLIDAYS

Section 1. The following shall be recognized holidays with pay.

HOLIDAY	1999	2000	2001	2002
New Year's Day	---	Dec.31	Jan. 1	Jan. 1
Washington's Birthday	---	Feb. 21	Feb. 19	Feb.18
Memorial Day	---	May 29	May 28	May 27
Independence Day	---	July 4	July 4	July 4
Labor Day	Sept. 6	Sept. 4	Sept. 3	---
Columbus Day	Oct. 11	Oct. 9	Oct. 8	---

Veterans' Day	Nov. 11	Nov. 10	Nov. 12	---
Thanksgiving Day	Nov. 25	Nov. 23	Nov. 22	---
Day After Thanksgiving	Nov. 26	Nov. 24	Nov. 23	---
Day Before (or after) Christmas	Dec. 27	Dec. 26	Dec. 24	---
Christmas Day	Dec. 24	Dec. 25	Dec. 25	---
Floating Holiday	---	---	---

All holidays shall be observed on the nationally recognized day of celebration (Federal Statute).

Agreed upon holidays under the terms of this Contract when occurring on a Saturday shall be observed on the Friday immediately preceding; when occurring on a Sunday shall be observed on the Monday immediately following.

Employees must work their last scheduled work day before and their first scheduled work day after any paid holiday to be eligible to receive pay for that holiday unless just cause is shown proving his/her absence. If an Employee is absent for one (1) week or more for any cause, he/she will not receive pay for the holiday.

The floating holiday is to be taken at a time selected by the individual employee. When scheduling a floating holiday, 24 hours notice is required, and, where multiple requests for the same day will adversely affect production, seniority rules will apply.

ARTICLE XV

VACATION

Section 1. Subject to the following conditions, every Employee eligible therefore under the following schedule shall, each year, receive paid vacation in accordance with such schedule, provided the Employee's service is continuous on July 1.

The vacation "year" is July 1 through June 30.

ADDENDUM: Section 1(a) & 1(b) effective 8/30/99:

(a) New Hires will begin accruing .769 vacation hours per week as of their date of hire for a total of a 40 vacation hours by their first employment anniversary.

(b) Upon their first employment anniversary, Employees will start accruing 1.538 hrs vacation per week for a total of 80 vacation hours by their second employment anniversary. Thereafter one's eligibility for additional vacation days will be based upon their seniority as of July 1^st as outlined below in

	Section 1 (c) and Table II.
(c)	Employees who will have accrued seniority of six (6) years on July 1 will receive vacation in accordance with the following Table. Employees with a greater length of service or seniority will be given preference whenever possible. Employees hired prior to August 27, 1993 will achieve a maximum accrued vacation of 25 days per Table I.

(d) Vacation may be taken in 1/2 day increments with 24 hour notice except for extreme circumstances.

(e) Employees may carry a vacation balance equal to twice their current annual allotment. Accrued vacation time in excess of this maximum must be used prior to the next vacation period or it will be forfeited.

TABLE I

Seniority (Years)	Number of
as of July 1	Vacation Days
6	11
7	12
8	13
9	14
10	15
16	16
17	17
18	18
19	19
20	20
26	21
27	22
28	23
29	24
30	25

(f) Employees hired after August 27, 1993 will achieve a maximum accrued vacation of 20 days per Table II:

TABLE II

Seniority (Years)	Number of
as of July 1	Vacation days
6	11
7	12

8	13
9	14
10	15
16	16
17	17
18	18
19	19
20	20

(g) Should the need for a plant shutdown exist (one (1) or two (2) weeks) for reasons other than reduced business conditions during the month of July or August, the Company will notify the Union ninety (90) days in advance of such a need. Employees will take additional earned vacation time consecutively unless otherwise mutually agreed to by the employee and the Company.

If an Employee is off from work for more than thirty (30) days on an excused absence for any reason other than industrial injury or regular S & A coverage, he/she shall cease to accrue vacation time until he/she returns to work and when he/she does, the vacation he/she would otherwise have been entitled to for that year shall be reduced in proportion to the number of days of excused absence in excess of thirty days. Employees who have less than two (2) weeks vacation eligibility may, at the convenience of the Company, be requested to work for the balance of the shutdown when work is available.

When an Employee is asked to work his/her vacation weeks, it shall then be the Employee's and the Company's mutual decision as to when he/she will take his/her vacation. In the absence of a mutual agreement, the Employee shall not be required to work.

VACATION ELIGIBILITY IN EXCESS OF 10 DAYS MAY BE TAKEN ONE DAY AT A TIME. (CAN BE USED IN LIEU OF SICK DAYS IF EMPLOYEE DESIRES).

In such cases where the number of employees selecting a given day(s) as a vacation day(s) would seriously affect the continuity of production, the Company will follow seniority with respect to those that will be allowed to take that day(s) as Vacation.

If an Employee dies without receiving his/her vacation or compensation in lieu thereof, the amount shall immediately be paid to his/her beneficiary or estate upon proper proof.

(h) The eligible accrued, unused vacation balance will be paid out to any employee who has been laid off, discharged or resigned.

ARTICLE XVI

HOSPITALIZATION, MEDICAL AND DENTAL

Section 1. The Company shall provide a health care program covering hospital and surgical expenses for all employees and their qualifying dependents. If an employee elects not to utilize the Company health care program, he shall not pay any monthly premiums for the same.

Employees electing health insurance will pay 10% of the Chart Basic Plan Premium.
Employees who enroll in the more generous health plans (ie. Chart Plus or the HMO) will pay the 10% as stated above plus 100% of the cost above the Chart

Basic Plan.

The Company will make available to Employees a Dental Insurance Program. If an Employee elects not to utilize the Company Dental Plan, he shall not pay any monthly premiums for the same.

Employees who elect Dental coverage will pay monthly; $9.30 for Single, $18.60 for Two person, and $27.90 for Family coverage plus 100% of any Dental premium increases.

The employee may decline or "opt-out" of any of Chart's medical plans (HMO included) if the employee has coverage through another group medical plan. This does not apply to the dental plan. If the employee chooses to opt-out of medical coverage, he/she will receive a payment of $1,000. The opt out bonus will be paid weekly through the Company payroll system.

The Company and the Union agree to discuss any type of National Health Care legislation that is enacted during the term of this contract with the goal of providing similar levels of benefits (coverage) to employees at a lower cost to both the Company and its employees.

Employees who retire from the Company at age 62 years or over who accumulated a term of employment of twenty (20) years at the time of retirement shall be covered by a $4,000.00 Life Insurance Benefit. An Employee shall be deemed as retired if he/she is eligible and is participating in the Boilermakers' Pension Plan.

At the time of retirement, an employee may choose to continue as a member of the Company's group Hospital/Medical Plan in accordance with the following conditions:

He/she is at least 62 years old but less than 65.

Such membership terminates at the end of the month in which the former employee reaches 65 and is, therefore, eligible for Medicare.

A payment equivalent to 100% of the Company's established premium must be paid to Chart Storage Systems, by the first of each month.

Failure to make such monthly payment in a given month removes the former employee from the Group.

The Company shall continue to cooperate in expediting settlement of accident and health insurance claims.

LIFE INSURANCE. Effective August 28, 1993, increase to one times the employee's annual base wage. *. *(Base Wage = Rate/hr. X 2080 hrs.)

MAJOR MEDICAL. - $1,000,000.00

SICKNESS & ACCIDENT. The Company shall provide Sickness and Accident coverage at the rate of 50% of the base wage with a minimum of $180/week and a maximum of $300/week for the life of this Agreement.

The parties will continue to apply the use of the Section 125 Plan where beneficial to the employees.

The negotiated Health and Accident coverage shall apply regardless of the State in which the Employee resides.

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ARTICLE XVII

PENSION

The Company will contribute per hour per employee to the Boilermakers Pension Fund as follows:

$.50/hr for year 2000
$.60/hr for year 2001
$.65/hr for year 2002

Contributions shall be made for hours worked inclusive of vacation and holidays and shall not exceed forty (40) hours per week.

ARTICLE XVIII

SAFETY AND SANITATION -- FIRST AID

Section 1. The Company and the Union agree to work within, and to cooperate in compliance with the "Federal Occupational Safety and Health Act of 1970" as amended.

Section 2. The Company agrees to provide and maintain such safety and sanitary needs as are necessary to protect and preserve the health and welfare of all employees.

Section 3. The Company shall install bells, gongs or other warning devices on the overhead cranes which shall be actuated when the crane is in motion.

Section 4. The Company shall retain in a tool crib the welding sleeves for those welders who wish to use them.

Section 5. The Company shall reimburse each Employee up to one hundred fifty ($150.00) Dollars every two years for the purchase of Safety Shoes upon proof of purchase. To be eligible an Employee must have completed his/her forty-five (45) work day period. All weather gear shall be furnished by the Company to those Employees who are required to work outside the plant during inclement weather.

Section 6. The Company agrees to provide Safety Glasses including prescription lenses to Employees. If lenses or frames are damaged at work they will be replaced at no cost to the Employee. Lenses will be replaced if prescription is changed by a physician. Lenses and frames will be furnished from a Company selected grouping. For selection of lenses and frame different than those provided by the Company the Employee will pay the difference.

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Section 7. The Company will make inspections of the toilets and washrooms with an union official to make changes to conform with this section. All toilets and washrooms shall be kept clean and in a sanitary condition, properly heated and ventilated, and suitable quarters with heat shall be provided for employees to change clothes and eat their lunch. All stagings, walks, ladders, and safety appliances shall be constructed and installed in a safe and proper manner. In case of spray painting, the Employer shall provide proper protection against fumes caused by paint spray.

Section 8. The Company will train a minimum of two (2) volunteers in First-Aid for each shift. The Company will pay for tuition, books required by the school, and mileage to and from classes.

Section 9. Prompt ambulance service and first-aid to sick or injured employees shall be provided at Company expense on all shifts. Ambulance service will be complimented by a taxi service to insure prompt delivery of injured Employee to the hospital. In the event a taxi specified by the Company is not immediately available, the First-Aid Person or another designated Employee shall take the injured Employee to the hospital and return immediately. It is noted here that First-Aid Person is not a classification.

Section 10. The Company shall post notices to the effect that it is the duty of Employees to immediately report to his/her Foreman, Supervisor and/or Coach, anything that in their opinion is dangerous to the safety of the Employees. Any one of those named who receive such reports shall immediately investigate, or cause to be investigated, the complaint of the Employee. Not reporting unsafe events, observances or conditions immediately to one's Supervisor or Coach is grounds for disciplinary action up to and including discharge.

Any Employee who is injured at work shall report the injury to his/her Foreman, Supervisor, or Coach immediately and complete, at the earliest opportunity, a "Notice of Accidental Injury or Occupational Disease," provided by the Company and forward to the Personnel Department.

Section 11. Any Employee working inside a vessel with only a manway as a means of entrance or exit shall have an Employee stationed at the manway whose sole purpose will be to insure the well-being of the Employee inside, the only exception being when the employee inside is in communication with the Employee outside via a communication medium. No Employee shall be compelled to work where injurious fumes or unsafe conditions prevail.

Section 12. Any Employees who are injured during the hours of work and who are to receive treatment for said injury after the day of the accident shall receive all necessary medical treatment without loss of time.

Section 13. In case any Employee is injured at work and is compelled by the seriousness of such injury to lose time, he/she shall be paid for the full eight (8) hours shift on which he/she was injured, plus any premium that might be due from his/her shift.

Section 14. For electric arc flashes during the working hours, the Employees shall receive treatment at the Plant by the First-Aid person. In cases where the Employees feel no effect until their return home after working hours, it is mutually agreed that if their eyes are inflamed the following day and they are suffering, they shall be given immediate treatment by the First-Aid person at the Plant. The First-Aid person and the Employee's immediate Foreman, Supervisor and/or Coach, shall jointly decide whether the Employee should go home. In the case of dispute, the Employee shall be sent to the hospital and returned home at his/her own expense without loss of time for that day only.

.

ARTICLE XIX

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SENIORITY - LAY-OFF

Section 1. Seniority within job classification shall be the determining factor for lay-offs.

Seniority, relative skill, and ability within job classifications will be the determining factors for recalls.

Section 2. For the purpose of this Article the length of service of any Employee of the Company shall be computed from the date on which he/she first began to work in the shop, except that the length of service record of any Employee in the Company shall be broken, and no prior period of his/her employment shall be counted if:

(a) Such Employee quits his/her employment.

(b) The Employee is discharged.

(c) The Employee is laid off for period exceeding eighteen (18) months.

(d) The Employee is laid off and re-called for work and fails to report for work within five (5) work days after receipt of such notification by Registered Mail, Return Receipt Requested.

Loss of time due to sickness or lay-off, not to exceed eighteen (18) months, shall not be construed as to interfere with the Employee's seniority. Employees suffering accident or injury while engaged in their employment in the shop and being unable to work because of said accident or injury shall maintain and accumulate their seniority up to maximum of twenty-four (24) months.

An active employee whose S & A benefits have expired will continue to be eligible for health insurance for a period not exceeding twelve (12) months from the start of their S & A benefit.

Those employees on Workers Compensation leave will continue to be covered by the group health insurance for up to the earlier of twenty-four (24) months or until such time as they reach their maximum medical improvement (MMI) provided that they continue to make timely payments of their portion of the health insurance premiums. MMI must be determined by their attending physician or physician performing a medical exam at the request of the Company or it's insurer. Should an employee not return to work after MMI has been determined, employment will cease. Company provided group and health insurance will be discontinued and the former employee may apply for benefits under COBRA law.

Employees on lay-off shall accumulate seniority during any period of lay-off but shall not be eligible for fringe benefits accorded to Employees currently active on the Company's roll.

Employees to be laid off shall be given a three (3) day notice except in cases of emergency. The day that the Notice of Lay-off is issued shall be considered the first day of notice of lay-off.

Section 3. Employees accepting Managerial positions shall have their shop seniority frozen on the date they accept such position.

ARTICLE XX

ATTENDANCE

Section 1. The Company shall grant a leave of absence, not to exceed thirty (30) days, to any Employee who has serious and compelling personal reasons to

require such leave, provided the reasons are verified and are acceptable to the Company. The Company's approval shall not be unreasonably withheld.

Section 2a. To maintain efficient production schedules, the parties of the Agreement will insist on regular and punctual attendance of all Union Employees.

Section 2b. Excessive Absenteeism. Each two (2) days of absence in a single month of a rolling 12 month period shall be considered an offense and shall subject the offending Employee to the disciplinary action below, on a progressive basis. Illness absences on consecutive days shall be considered a single day's absence.

Being absent from work due to Union business, hospitalization, jury duty, military duty, industrial accident, funerals covered in the Bereavement Clause, leave of absence (personal, medical or sickness and accident) or illness absences of two (2) or more consecutive days verifiable to the Personnel Department on the first day of return to work, shall not be considered as chargeable absences.

In each month, lost time due to leaving the plant early shall be additive and for each twelve (12) hours of such lost time the Employee shall be charged with one (1) day's absence for that month.

Excessive Tardiness: For each tardiness occurrence in excess of five (5) in one (1) month of rolling 12 month period, the offending Employee shall be subject to the below disciplinary action(s) on a progressive basis:

Violations in absenteeism and tardiness as provided for hereinabove shall subject the offending Employee to discipline as follows:

Step 1: Verbal warning in the presence of the Shop Steward.
Step 2: Written warning with a copy to the Steward.
Step 3: One (1) week's suspension without pay.
Step 4: Discharge.

The above-mentioned criteria on absences and shall not limit the Company's right to administer disciplinary action where an Employee is absent prolonged or frequent periods of time, yet not in violation of such criteria.

Before the Company exercises this right, a joint meeting of the Shop Committee, the Employee involved and the Company shall be convened to lay out the Employee's record and ways and means to correct. No disciplinary action shall be taken at this meeting.

A continued pattern by the Employee in the future of absenteeism shall subject him/her to disciplinary action. An absence during which an Employee is admitted as an "inpatient" to a hospital, or under a doctor's care for a condition which he/she was previously hospitalized, shall not be counted in the disciplinary process.

The above-mentioned provisions on absenteeism and tardiness shall become applicable on the effective date of this agreement and all records shall be continuous thereafter.

Section 2c. This section in its entirety will in no way prevent the Company from disciplining an Employee for other breaches of conduct.

NOTE: Any time an Employee has an unscheduled absence he/she is required to call the Company and notify the Personnel Department (603-382-6551, Ext.

2212) within one (1) hour of the start of the shift.

ARTICLE XXI

DISCIPLINARY ACTION

Section 1. Disciplinary action, suspensions and discharges will be taken only for just cause. All suspensions and discharges shall be reviewed with the Shop Committee as to just cause, before being awarded. Employee shall be notified within one scheduled work week of the occurrence of any violations.

This in no way, however, abridges the Company's right to send an Employee home for the remainder of his/her shift pending a hearing with the Shop Committee the following work day. All Employees may be present at their hearing with the Shop Committee.

Section 2. It is further agreed that any Employee found guilty, after a fair hearing conducted by the Employer and the Shop Committee, of instigating, fomenting or actively supporting or giving leadership to any action which will create dissension or impair the morale of other Employees, thus curtailing production, or which violate, disturb or attempt to disturb the relations or terms of this Agreement, shall be dismissed from the service of the Employer.

ARTICLE XXII

GRIEVANCE PROCEDURE

Section 1. A Grievance is any difference of opinion or dispute between the Employer and an Employee or Union Representative regarding the interpretation or operation of any provision of this Agreement and shall be dealt with as follows:

Section 1. The Steward, with the Employee(s), shall present the grievance in writing on forms supplied by the Union to the immediate Foreman/Department Head in the Department of the grieving Employee(s) within three (3) work days of its occurrence of/or first knowledge; otherwise, it shall be deemed waived.

Section 2. If the grievance is not settled in Step 1 within three (3) work days, then it shall be submitted to the General Foreman. The General Foreman and Chief Steward shall meet to attempt to resolve the grievance. The aggrieved may be present if he/she so desires. If not satisfactorily resolved within three (3) work days, it shall be referred to Step 3.

Section 3. If not settled within three (3) work days, the grievance shall be referred to the bargaining agent of the Company and the International Representative of the Union for their consideration in conference with the Shop Committee and Chief Steward. This conference shall be held as expeditiously as possible but in no event later than ten (10) work days.

NOTE: The Grievance procedure is a four step procedure.

1. Supervisor or Coach

2. Designee of President
3. Bargaining Agent of the Company and International Representative
4. Arbitration

All grievance shall be deemed settled unless, within ten (10) work days of the conference between the above parties, either party requests in writing that the dispute be referred to arbitration.

ARTICLE XXIII

ARBITRATION

Section 1. Grievance involving the interpretation or application of the provisions of this Agreement, if not resolved by the parties through the foregoing steps, may be submitted to Arbitration for final and binding determination. The Arbitrator shall have no power to add to, subtract from, change or modify any of the provisions of this Agreement, but his authority shall be limited solely to the interpretation or application of the provisions of this Agreement. The decision of the Arbitrator shall be final and binding on all parties.

Section 2. After proper notice of desire to Arbitrate, either party may request the American Arbitration Association to submit a list of names from which an Arbitrator shall be selected. If the parties fail to select an Arbitrator within ten (10) days after receipt of list, either party may request the American Arbitration Association to appoint an Arbitrator.

The Company and the Union shall share equally the fee and expenses of the Arbitrator.

Section 3. In the event a discharged or suspended Employee is reinstated through an arbitration award, the reinstated Employee shall receive back pay as determined by the Arbitrator. In no case, however, will back pay be awarded for the period of time where the Union requests a postponement in the arbitration hearing date.

Back pay shall be paid within one (1) work week of return to work or within one (1) work week of receipt of the Arbitrator's ruling as appropriate.

ARTICLE XXIV

UNION REPRESENTATIVES

Section 1. It is agreed that Stewards will be Employees of the Employer and that the Union will notify the Employer in writing of the Officers and Stewards authorized to act on behalf of the Union.

Section 2. The Business Manager and two (2) members of the Negotiating Committee shall make up the Shop Committee.

Section 3. The loss of time by authorized Union Officials during the regular work day in Contract negotiations thirty (30) days prior to the expiration of the

contract and time spent on the three (3) steps of the Grievance Procedure shall be paid for by the Employer at the day rate of their job. The Business Manager and Chief Steward shall work on the first shift only.

Section 4. The Company shall allow the Business Manager, President, Chief Steward and Stewards to meet once a week to evaluate grievances and related grievance matters. The meeting shall be held each Thursday starting at 12:30 p.m. and ending when the related grievance matters are resolved or 2:00 p.m. whichever is earlier. When an Employee attending the meeting is holding up production by his/her absence from work, he/she may be called out of the meeting by the Plant Manager. For the time lost in the above meetings the Company shall compensate all Employees involved at their regular rate of pay.

Section 5. Any member of the Union selected as an Officer or Delegate shall, upon request, be granted a leave of absence without pay but without loss of cumulative seniority while on Union business.

Section 6. Bulletin boards will be provided by the Company for use by the Union. All notices to be posted thereon shall be limited to official Union business and shall be cleared through the Business Manager and posted by him. This provision in no way limits the Company from removing any notice it deems inappropriate after notifying the Business Manager of its intent.

Section 7. It is further understood and agreed that Local Union 752 shall designate the local representatives who is duly authorized and will be consulted in all matters pertaining to the application of this Agreement. It being specifically understood that the International Union will only be liable for the acts of said agent when such acts have been approved in writing by the International President's office.

Section 8. Under no circumstances shall the Shop Committee or any employee make arrangements with Foremen or Management that will change or conflict in any way with any Section or terms of this Agreement.

Section 9. Nothing contained herein shall be construed as limiting or abridging the right of the International Union to assign an International Representative to work with or assist any local Union Agent or Employee in the negotiation or grievance procedure or application of terms and conditions of this Agreement.

Section 10. The International Officers and Business Representatives of the Union represented shall have access to the Employees of the Shop by applying for permission through the office, provided they do not interfere or cause workmen to neglect their work.

ARTICLE XXV

SUB-CONTRACTING

Section 1. The Company shall not sub-contract work out normally performed by the bargaining unit when men and machines are available to do the work.

ARTICLE XXVI

MAINTENANCE OF WORK OPERATIONS

Section 1. During the life of this Agreement neither Local 752 nor the International Union will authorize or ratify a strike, work slow-down, or work stoppage except because of violation of this Agreement by the Employer, and then only after strict compliance with Article XI of the Subordinate Lodge Constitution.

Section 2. Any Employee entering into an unauthorized and unratified work stoppage will be discharged and not subject to the Grievance Procedure provided for herein.

Section 3. The Employer agrees that there will be no lockout for any cause during the life of this Agreement except for violation of this Agreement by Local 752 or the International Union. Discharge of any Employee for infraction of Company rules shall not be considered as a lockout for such Employee.

Section 4. It is further agreed that the Employer will not claim damage against Local Union 752 of the International Union because of any strike which was not ratified in accordance with the provisions of Section 1 of this Article.

ARTICLE XXVII

INFORMATION TO THE UNION

Section 1. A card bearing the name, number, classification and rate of all new Employees shall be given the Chief Steward within one (1) week of date of hire.

Section 2. Death notices received by the Company shall be forwarded immediately to the Chief Steward or Business Manager. If the deceased is a member of the Employee's immediate family, a Union Representative shall attend the funeral and receive straight-time pay.

Section 3. During the term of this Agreement the Employer shall immediately advise the Union of all changes of status of Employees in the bargaining unit including, but not limited to, promotions, demotions, re-classifications, transfer, leave of absence and retirement.

Section 4. On request of the Union, the Employer will, as soon as possible, supply all data relating to wage rates, pension data and group insurance data and other data essential to policing this Agreement once in each year of the Contract.

Section 5. Three (3) months prior to the termination of the Agreement or the reopening provision, the Employer will provide the Union with the following data:

1. Name, individual wage rate, date of employment, seniority standing for each employee in the bargaining unit, including a seniority list for purposes of re-call of laid off employees.

2. Job classification, including the number of Employees in each classification.

3. The average straight-time hourly earnings of the bargaining unit for the preceding year, including shift premiums or other pay premiums except overtime premiums.

4. The average hourly cost for each fringe benefit item and other Employer-paid benefits; i.e., unemployment compensation, etc.

ARTICLE XXVIII

401(k) SAVINGS AND INVESTMENT PROGRAM

A 401(k) Savings and Ivestment Program will be established effective January 1, 1994. A match to the 401(k) Savings and Investment Program will be made effective September 1, 1994. The match will be made on a maximum of 6% of the base wage saved in the 401(k) Plan during a given year. The match will be 25% of the % of base payments made by hourly employees to the hourly 401(k) Plan. The match will be in the form of Chart Industries stock.

The Company must have a minimum EBIT of $500,000 before the match will occur (EBIT=Earnings Before Interest and Taxes).

ARTICLE XXIX

PROFIT SHARING

Profit Sharing will be implemented for the hourly personnel on the following basis:

1. Minimum Company EBIT - The activation level of Chart SSD profit sharing is a minimum EBIT of $500,000 for the full fiscal (calendar) year. Once minimum EBIT is achieved, profit sharing will be paid on profit dollars, including the first $500,000.

2. Ebit Pool Multipliers - Once the EBIT profit level is achieved, the EBIT will be used as follows to develop the profit sharing pool:

	EBIT	% Profit Sharing
After EBIT is met [_]	0-2,500,000	8%
	>2,500,000	10%

3. Distribution of EBIT Hourly Profit Sharing Pool:

a. The profit sharing will be made as a % of individual annual base wages except for exclusions (1) noted below.

    The base wage distribution % is determined as follows:

    Base Wage Profit Sharing % =           EBIT Pool $  

                                                     Total Chart SSD Annual

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					Base Wage Payroll(1)
		(1)	Excluded from base wage are overtime, service trip premium, sick pay. Also, officers salaries will not be included as those individuals will not share in this pool.
			EBIT pool shall include all Chart SSD employees except excluded above.
		b.	Profit sharing will be distributed annually within 45 days of the end of the fiscal year.
				For example, 1999 profit sharing would be paid on or before February 15, 2000.
			At management discretion, partial payment could be made earlier in the year.
4.	Eligibility for Profit Sharing
		Employees are eligible to receive profit sharing if:
	a)		they are still employed on 12/31
						or
	b)		they have retired from employment during the year.

ARTICLE XXX

SEVERANCE PAY

Should the Company cease operations completely in Plaistow, New Hampshire, or move operations to a location more than fifty (50) miles from the present location, severance pay shall be paid at the following rate:

1 week's wages for a full five (5) years' seniority

2 week's wages for a full ten (10) years' seniority

3 week's wages for a full fifteen (15) years' seniority

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4 week's wage for a full twenty (20) years or more

to employees currently employed at the time such action is taken. In the case of a move, this allowance shall apply only to those employees who find it inconvenient to continue employment because of the move.

ARTICLE XXXI

CONTRACT LIMITATIONS

Section 1.  The Employer and Union expressly agree that no prior understandings or agreements and no subsequent agreements or understanding shall modify the provisions of this Agreement unless reduced in writing, signed by the parties hereto, and made an express amendment to this Agreement.

Section 2.  The officials executing this Agreement in behalf of the Union hereby warrant and guarantee that they have the authority to act for, bind, and collectively bargain in behalf of the organization which they represent, and members of such organizations, upon approval of the International president.

Section 3.  Should any part hereof or any provisions herein contained be rendered or declared invalid by reason of:

1.    Any existing or subsequently enacted legislation, or

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2.    Any decree of a court of competent jurisdiction, or

3.    Any ruling of any governmental agency having jurisdiction.

such invalidation of such part or portion of this Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect.

Section 4.  Contract proposals will be exchanged between the Company and the Union at a meeting no later than thirty (30) days prior to the end of the Contract.

The terms and provisions of this agreement shall become effective as of the 30th day of August, 1999, and continue in effect through August 30, 2002, and from year to year thereafter, unless sixty (60) days' written notice is given by either party prior to the expiration of any such year that changes, amendments or revisions are desired.

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NOTE:  The expiration for this Agreement and future agreements is the last Friday in August.

AGREED TO THIS 26th DAY OF August, 1999.

CHART STORAGE SYSTEMS DIVISION - PLAISTOW

BOILERMAKER'S INTERNATIONAL
LOCAL LODGE NO. 752

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APPENDIX A

TRAINING PROGRAM

All new employees will be hired as general helpers, unless skill requirements and actual qualifications dictate otherwise.

Within two (2) weeks after the probationary period, the foreman and employee will discuss the employee's job classification preference. (Example: machinist, welder, welder/fitter, radiographic technician, test technician, etc.) If a need exists, the employee were to indicate a preference for welding, such employee would be assigned as a general helper/welder with work assignments in this job classification whenever possible.

All new employees in the apprentice training program will be reviewed every three (3) months as to progress of their training. Progress will be evaluated on the basis of specific job skills developed since the last review. The foreman will conduct the review as to progress and deficiencies in development of job skills using input from other trainers. Such employees will be paid increases per review if progress is satisfactory.

An employee can advance in job classification skill level by on-the-job training and job-related classroom instruction (example: blueprint reading, math, etc.)

There is no prescribed or minimum time for an employee to advance to a job classification skill level. If the employee does not obtain the skills to perform the job classification requirements within a two (2) year period after probation, such employee will be re-classified as a general helper.

When an employee completes the training for a job classification, such employee will be paid the rate for that classification provided a need exists for work in that classification.

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Specific criteria for evaluation of progress within a specific job classification will be developed. Employees will be advised of the basis for review and progression within a job classification at the start of the training cycle.

The Company will lay off in accordance with the present agreement dated August 26, 1999, on the basis of job classification. It is the intent of the Company to retain the most senior employee in the job classification in preference to retaining a shorter service employee in the general helper classification.

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SCHEDULE "A"

NOTES:

Combination Welder must weld three (3) or more metals by three (3) or more processes.

Leadman receive Fifty cents ($0.50) per hour above the highest Contract rate for the classification.

Team Leader: Employees qualified in the craft of "Team" leadership may receive up to Fifty cents ($0.50) above their regular rate.

Group Leaders receive Thirty cents ($0.30) per hour above the highest rate for the classification.

Carbon Arcing, when performed in a confined space, shall carry a Twenty-five cents ($0.25) per hour premium while Employee is so engaged.

When a Pipefitter/Welder receives a welder certification stamp and has passed the proper tests, he/she will receive the Welder/Fitter rate.

New Hampshire Radiation Safety Officer: Employees qualified and practicing the craft of RSO will receive Fifty cents ($0.50) above their regular rate.

ASME Level III Radiographer: Employees qualified and practicing the craft of Level III Radiography will be paid Fifty cents ($0.50) above their regular rate.

PREMIUM MACHINES:

Vertical Boring Mill - Twenty-Five Cents ($0.50) per hour.

These premiums are to be added after night differential or overtime has been figured.

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SCHEDULE "B"

UNION WAGES

	AUGUST 30, 1999 MIN.               MAX.		AUGUST 31, 2000 MIN.               MAX.		AUGUST 30, 2001 MIN.                MAX.
ALL AROUND FILL-IN MACHINIST	13.47	15.75	13.88	16.22	14.29	16.71
MACHINE OPERATOR MS	12.15	14.12	12.52	14.54	12.89	14.98
ALL AROUND MACHINIST	12.77	15.19	13.16	15.65	13.55	16.12
FITTER/MECHANIC	12.77	15.19	13.16	15.65	13.55	16.12
COMBINATION WELDER	12.77	15.19	13.16	15.65	13.55	16.12
WELDER	12.40	14.86	12.77	15.31	13.16	15.77
GENERAL HELPER	7.56	13.51	7.79	13.92	8.02	14.34
MACHINE OPERATOR - OTHER	12.77	15.19	13.16	15.65	13.55	16.12
MACHINE OPERATIOR - BR&S	12.40	14.86	12.77	15.31	13.16	15.77
PAINTER	12.40	14.86	12.77	15.31	13.16	15.77
PIPEFITTER/WELDER	12.77	15.19	13.16	15.65	13.55	16.12
SANDBLASTER	12.40	14.86	12.77	15.31	13.16	15.77
WELDER/FITTER	13.03	15.44	13.42	15.90	13.82	16.38
CHIEF STOREKEEPER	12.34	14.86	12.71	15.31	13.09	15.77
STOREKEEPER	12.15	14.12	12.52	14.54	12.89	14.98
MAINTENANCE MECHANIC	12.77	15.19	13.16	15.65	13.55	16.12
MAINTENANCE ELECTRICIAN	12.77	15.19	13.16	15.65	13.55	16.12

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MATERIAL HANDLER	12.34	14.12	12.71	15.54	13.09	14.98
INSPECTOR	12.34	15.19	12.71	15.65	13.09	16.12
RADIOGRAPHIC TECHNICIAN	12.34	15.19	12.71	15.65	13.09	16.12
TEST TECHNIAN	12.34	15.19	12.71	15.65	13.09	16.12
TRUCK DRIVER	12.34	14.12	12.71	14.54	13.09	14.98

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EX-10.12

Exhibit 10.12

AGREEMENT

This agreement is made and entered into by and between Chart Industries, Inc., hereinafter referred to as the “Employer”, and the United Steelworkers of America, hereinafter referred to as the “Union”.

This Agreement covers those employees of the Employer as defined in Article I –RECOGNITION of the Agreement for the purpose of wages, benefits, hours of work and conditions of employment.

PREAMBLE

The purpose of this Agreement is to set forth certain standards governing matters of wages, hours, terms and conditions of employment; and furthermore to promote and insure harmonious relations between the Union, the Employer and its employees, to provide for the operation of the plant in a manner that will foster to the fullest extent possible the safety, welfare and health of employees, economy of operation, quality and quantity of output, cleanliness of the plant, protection of the property and maintain and improve the competitive position of the Employer. It is recognized by this Agreement to be the duty of the Employer, Union and the employees to cooperate individually and collectively for the advancement of these objectives.

The parties recognize the attainment of these objectives is furthered by the introduction of new equipment and product designs, new organization and production methods, the enforcement of discipline for just cause, safety and health measures, and the diligent efforts of all employees. The parties recognize and agree that nothing in this Agreement shall be construed to interfere with or prevent the accomplishment of the principles set forth above.

ARTICLE I
Responsibilities of the Parties

1.01 Each of the parties acknowledges the rights and responsibilities of the other party and agrees to discharge its responsibilities under this Agreement.

1.02 The Employer, Union and its Local agree not to discriminate against any employee or applicant because of race, creed, color, sex, age, national origin, disability, Veterans’ status, union membership or activity or any other characteristic protected under any other federal, state or local statute, administrative regulation or ordinance.

It is the intent of the parties that any claim of discrimination under this article will be processed through the Grievance/Arbitration provisions of this Agreement before any charge is filed with any governmental agency.

1.03 All provisions of this Agreement shall apply alike to male and female employees (masculine pronouns or references in the Agreement shall be deemed to include feminine pronouns or references).

ARTICLE II
Recognition

2.01 The Employer agrees to recognize the Union as the sole and exclusive collective bargaining agent for all full-time and regular part-time production and maintenance employees of the Employer at its New Prague and Lonsdale, Minnesota facilities except those classified as managers, supervisors, guards, clerical and all other employees, as defined in the National Labor Relations Act, as amended, as per certification by the National Labor Relations Board Case No. 18-RC-16092.

2.02 The Employer shall not enter into any agreement with any employees covered by this Agreement, individually or collectively, which in any way conflicts with the terms and provisions of this Agreement.

ARTICLE III
Retention of Management Rights

3.01 Except as expressly modified or restricted by a specific provision of the Agreement, all statutory and inherent managerial rights prerogatives and functions are retained and vested exclusively with the Employer, including, but not limited to, the rights in accordance with the Employer’s sole and exclusive judgment and discretion:

1.	to reprimand, suspend, discharge, or otherwise discipline employees for just cause;
2.	to determine the number of employees to be employed and the location of jobs;
3.	to hire employees, determine their qualifications and assign and direct their work;
4.	to promote, demote for just cause, lay off, transfer or recall to work employees;
5.	to maintain the efficiency of operations;
6.	to set the standards of productivity and/or services as to quality and quantity to be rendered;

7.	to determine the personnel, methods, means and facilities by which operations are conducted;
8.	to set the starting and quitting time and number of hours and shifts to be worked in accordance with Article XI;
9.	to expand, reduce, alter, transfer, assign jobs, departments or operations in compliance with this Agreement;
10.	to close down or relocate the Employer’s operations or any part thereof;
11.	to control and regulate the use of machinery, facilities, equipment, supplies and other property of the Employer;
12.	to introduce new equipment or improved methods, production, distribution, procedures, processes and maintenance methods, materials, machinery and equipment;
13.	to determine the number, location and operation of departments, divisions and other units of the Employer;
14.	to require the observance of safety rules, operating procedures and policy;
15.	to determine the methods of compliance with various federal and state regulations; and to take whatever action is either necessary or advisable to determine, manage and fulfill the mission of the Employer and to direct the Employer’s employees;
16.	upon notification to the Union to issue, amend, revise, abolish and enforce reasonable policies, rules, regulations and practices for the operation of the plant and conduct of the employees. Any differences of opinion over the reasonableness of such policies, rules, regulations or practices shall be subject to the grievance procedure commencing at Step 4 within seven (7) days after the Employer’s notification.
In exercising these rights the Employer agrees to observe the other provisions of the Agreement.

3.02 The Employer’s or the Union’s failure to exercise any right, prerogative or function hereby reserved to it or the Employer’s or Union’s exercise of any such right, prerogative or function in a particular way, shall not be considered a waiver of the Employer’s or Union’s right to exercise such right, prerogative or function or preclude it from exercising the same in some other way not in conflict with express provisions of this Agreement.

3.03 The Employer and the Union agree the Employer shall not contract out work or services that would affect bargaining unit employees without first, notifying the Union of such and second, meeting with representatives of the local Union (upon their request) to confer and look at possible alternatives. The Employer agrees that it will give due consideration to the Union’s suggested alternatives.

ARTICLE IV
Union Membership

4.01 The Employer agrees that it will not interfere with the right of its employees to become members of the Union and will not exercise discrimination, interference, restraint or coercion against any employee because of membership or non-membership in the Union.

4.02 The Employer agrees to allow two (2) union representatives, either from the International Union or the Local Union, to meet quarterly on the Employer’s premises with bargaining unit employees during non-work time in a designated non-work area to solicit membership in the Union. Attendance at such a meeting shall be voluntary.

4.03 The Union, its officers, members, agents or representatives shall not intimidate or coerce employees into membership in the Union, nor shall they discriminate against any employee because of non-membership in the Union.

ARTICLE V
Dues Check Off

5.01 The Employer agrees to deduct union dues and initiation or service fees (for employees electing not to become union members) from wages of employees, who voluntarily execute and provide the Employer with a written authorization to make such deductions. The written authorization shall not be irrevocable for a period of more than one (1) year, or beyond the termination date of this Agreement, whichever occurs sooner. Deductions shall be made from the employee’s wages the first (1^st ) pay period of the month in which the payment is due. Withheld amounts will be forwarded to the Union together with a record of the amount and those for whom deductions have been made.

5.02 The Union shall indemnify and hold the Employer harmless against any and all claims, demands, suits or other forms of liability that shall arise out of, or by reason of action taken or not taken by the Employer for the purpose of complying with any of the provisions of Article V., Dues Check Off, or in reliance on any list, notice or assignment furnished under any such provisions.

5.03 Any refunds due an employee because of duplicate or incorrect payment to the Union will be refunded to the employee by the Union.

5.04 Where an employee has insufficient earnings for the complete deduction in the pay period agreed upon, no deduction of any amount shall be made. In other cases, where the Union informs the Employer in writing of the omission of a properly authorized deduction, the deduction shall be made in the next month’s pay period.

5.05 The provisions of this Article shall be effective in accordance and consistent with applicable provisions of federal and state law.

5.06 All the Employer’s obligation under this Article of the Agreement to deduct dues or fees and to forward dues/fees to the Union shall end upon the expiration of this Agreement.

ARTICLE VI
NO STRIKE – NO LOCKOUT

6.01 During the term of this Agreement, the Union, it’s officers, representatives, stewards, grievance persons, committee members and other employees shall not, in any way, directly or indirectly, instigate, authorize, cause, assist, encourage, condone, engage in or participate in any strike, sympathy strike, slowdown, picketing or any interruption of work at any of the Employer’s operations for any reason whatsoever. The Employer agrees there shall be no lockout of employees.

6.02 In the event of an unauthorized strike, sympathy strike, slowdown, picketing or any interruption of work in any form by the employees, a representative of the International and local Union shall immediately, upon request of the Employer, by public notice disavow the unauthorized cessation of work or disruptive activity and the Union shall take immediate action to induce such employees to return to work and cease such activities.

6.03 The failure or refusal on the part of any employee to comply with section 6.01 of this Article shall result in immediate discipline up to and including discharge and such discipline shall be subject to the grievance procedure in Article XVII only as to the question of fact as to whether or not such employee(s) did engage in such activities. The failure or refusal by a Union officer, representative, steward, grievance person or committee person to comply with the provisions of Section 6.01 of this Article constitutes leading or instigating a violation of Section 6.01, it being specifically agreed that the Union officers, agents, representatives, stewards, grievance persons or committee persons, by accepting such positions have assumed responsibility of affirmatively preventing violations of Section 6.01 of this Article by reporting to work and performing work as scheduled and/or required by the Employer.

ARTICLE VII
SUCCESSORSHIP

7.01 In the event of a transfer, sale, assignment or closure of the Employer’s New Prague and/or Lonsdale operations, the Union shall be notified as soon as practical in advance of such action. Upon written request of the Union, the

Employer agrees to meet and confer about the effects of such transfer, sale, assignment or closure upon the bargaining unit employees.

ARTICLE VIII
Bargaining Unit Work

8.01 Persons whose regular jobs are not in the bargaining unit shall not perform work so as to replace regular workers or operators on the job, except for the purposes of instruction or management training, in which case such trainees shall not displace or replace any employees in any classification. Non-bargaining unit employees may perform experimental, development and research work as deemed necessary by the Employer.

8.02 It is understood that up to twenty five (25) Coordinator positions and future Coordinator positions may continue to perform bargaining unit work as they previously performed prior to the existence of the collective bargaining agreement. It is further understood that the parties agree that the Employer may increase the number of Coordinators by one (1) for every twenty (20) newly created bargaining unit positions.

8.03 It is further understood that non-bargaining unit employees may perform bargaining unit work in response to emergency situations.

8.04 In consideration of the above, the Employer in case of reduction of the work force, in accordance with Article XV – Seniority and Lay Off, shall reduce the number of Coordinators by one (1) for every twenty (20) bargaining unit employees layed off.

ARTICLE IX
Pay

9.01 The Employer agrees to pay all bargaining unit employees weekly. The specific payday, check distribution and method shall be established by the Employer.

9.02 Unless notified not to report at least two (2) hours prior to the start of their shift, employees who are scheduled and report to work and are prevented from working by conditions outside the control of the Employer to include but not limited to acts of God or power outages shall be granted two (2) hours Report Pay at the employee’s regular straight time hourly rate. However, this shall not apply to an employee(s) who are absent without approval on such previous scheduled work day. Report Pay shall be considered as time worked for purposes of overtime calculation.

9.03 At the Employer’s discretion, an employee called back to work after completion of his regularly scheduled shift, shall be granted two (2) hour Recall Pay at the employee’s regular straight time hourly rate or may be assigned two (2) more hours work. Recall Pay shall be considered as time worked for purposes of overtime.

9.04 Effective January 16, 2000 all pay rates will be increased by forty eight (48)cents per hour. Effective January 1, 2001 all pay rates will be increased by fifty (50) cents per hour.

ARTICLE X
Job Classifications

10.01 Each employee covered by this Agreement shall be classified by the Employer and receive the hourly rate in accordance with Appendix A of this Agreement.

10.02 During the term of this Agreement, the Employer shall retain the sole discretion to establish, modify and determine the job content of any new or existing job/classification. In the event the Employer establishes a new job or changes an existing job, the Employer will provide written notice to the Union in advance of such Employer action.

10.03 Upon written request from the Union, the Employer shall meet and discuss with the Union the wage rate (pay group) established for the new or changed job classification and the rate (pay group) agreed upon shall become part of the Agreement. Such meeting shall be on non-work time unless determined otherwise by the Employer.

10.04 Employer retains the right to assign employees to perform any work within any pay group. If an employee is temporarily assigned to a lower pay group, the employee shall retain their current rate of pay. If an employee is temporarily assigned to a higher pay group, the employee shall receive the rate of pay of that pay group effective with the start of the second (2^nd ) pay period.

10.05 Employer retains the discretion to hire anywhere within the pay group range.

10.06 There shall be automatic three (3) month incremental increases unless documented deficiencies in performance or skill issues exist which may call for increase deferrals not to exceed thirty (30) days. Employer shall notify the Union of any such deferrals.

ARTICLE XI
Hours of Work

11.01 The employee’s current work day is the following:
	A.	The day shift commences at 5:45 a.m. and is concluded in eight (8) hours at 2:15 p.m., Monday through Friday.
	B.	The night shift commences at 2:45 p.m. and is concluded in ten (10) hours at 12:45 a.m., Monday through Thursday.
	C.	The weekend shift commences at 3:00 p.m. and is concluded in twelve (12) hours at 3:00 p.m., Sunday, Friday and Saturday, with Sunday being that start of the weekend shift.

11.02 All day shift employees will receive a thirty (30) minute unpaid lunch break. Employees leaving the premises for lunch must clock out and clock in upon return. Employees are not permitted to work through their lunch period.

11.03 The Employer shall provide two (2) paid fifteen (15) minute day shift breaks. Night shift employees shall receive three (3) fifteen (15) minute paid breaks with no lunch period. The week end shift shall receive four (4) fifteen (15) minute paid breaks. Employees who leave the facility during their break must clock out and in upon return. Employees scheduled to work overtime of two (2) hours or more prior to the start of their regular scheduled shift, shall receive an additional fifteen (15) minute break immediately preceding the start of their regular shift. Employees scheduled to work overtime two (2) or more hours after the completion of their regular shift, shall receive an additional fifteen (15) minute break prior to the start of the overtime work.

11.04 The hours worked each day or per week will be established to meet work requirements and will be at the sole discretion of the Employer and my be changed from time to time with seventy-two (72) hours advance notice when reasonable and practical to provide such notice.

11.05 This Article shall not be construed to be a guarantee of hours of work per day or per week.

11.06 The term full time employee shall be defined for purposes of this
Agreement as an employee who is in a schedule consisting of 40 hours per week

11.07 Employees scheduled to work the second shift shall receive a .50 cent per hour shift premium added to their regular hourly base rate. Employees scheduled to work the thirty-six (36) hour weekend shift shall receive an 11.1% increase in hourly base rate as shift premium.

ARTICLE XII
Holiday

12.01 The Employer shall provide the following paid holidays: New Year’s Day, Memorial Day, Good Friday, Fourth of July, Labor Day, Thanksgiving Day, Friday

after Thanksgiving, Christmas Eve Day, Christmas Day and Two (2) Floating Holidays. 12.02 If the holidays fall on a Saturday or Sunday, the Employer will designate either the preceding Friday or the following Monday as the day of observance. 12.03 A full-time employee, who is not on a leave of absence or lay off, shall receive as holiday pay his regularly scheduled hours of work at his straight time rate provided:
	A.	The employee is on the active payroll of the Employer and has worked 30 calendar days for the Employer.
	B.	The employee works the scheduled work day immediately preceding and immediately following the holiday unless the employee has an approved absence or approved time off. Requests for absence or time off must be made and approved no later than twenty-four (24) hours prior to the requested time off.

12.04 Should a holiday occur within an employee’s vacation period, it shall not be counted as part of such vacation. A day may be added to the vacation period, at the discretion of the employee, provided the employee works his scheduled shift prior to and after the vacation period.

12.05 Unless otherwise agreed upon, employees shall not receive holiday pay for holidays which occur after the expiration of this Agreement and before the execution of any succeeding Agreement.

ARTICLE XIII
Leave of Absence

13.01 Leaves of absence without pay may be granted at the sole discretion of the Employer. The Union shall be provided a copy of the approved leave request.

13.02 Any employee on leave of absence who shall take such leave for the purpose of employment elsewhere shall be considered as voluntarily quit.

13.03 A leave of absence will be granted to an employee to work with the International Union for a period not to exceed two (2) years and may be renewed for a period of time not to exceed one (1) year. Only one (1) employee may be on International Union leave at one time. An employee on International Union leave shall not earn or accrue seniority for the period of the leave. Upon termination of the leave, the employee will be returned to a similar position and pay group to the one they left.

13.04 The Employer and the Union agree to comply with the provisions of the Americans with Disabilities Act, Family Medical Leave act and Veterans Reemployment Act.

13.05 An employee who has been elected or appointed by the Union to attend an International, District or State Convention or Steelworker Educational Program(s) will be granted by the Employer a leave of absence without pay for this purpose. Not more that four (4) employees will be granted such leave twice (three (3) times with the commencement of the second year of the Agreement)* a year and they must give the Employer a minimum of two (2) weeks written notice. This notice must be confirmed by the local union. Each leave will not exceed one (1) week duration.

13.06 A full time seniority employee requiring time off due to the death in the immediate family (spouse, mother, father, child, brother, sister, stepmother, stepfather, stepchild, and current mother-in-law, father-in-law, daughter-in-law and son-in-law) may be granted a leave of absence with pay for the hours the employee may have worked up to a maximum of three (3) consecutive working days. A maximum of one (1) day leave of absence with pay may be granted in the event of the death of the employee’s grandmother, grandfather and current grandmother-in-law, grandfather-in-law, brother-in-law, sister-in-law or grandchild.

13.07 Such leave of absence shall be counted as time worked for purposes of computing overtime pay.

13.08 Upon Employer request, the employee may be required to provide validation of death in order to be paid for such time off.

13.09 An employee who is required to report for jury duty on a day the employee is scheduled to work shall be excused from work on that day. The employee must notify his supervisor immediately upon receiving notice. The Employer shall pay the difference between the employee’s jury duty pay and the employee’s regular straight time pay. In order to received such pay, the employees must submit to the Human Resources Department valid written proof indicating the dates, time served and the amount of compensation for such services.

This section will not apply where an employee voluntarily seeks such service.

13.10 An employee must report to work on all days scheduled when the jury is not in session. Employees who serve less than four (4) hours of jury duty are expected to work one-half (1/2) their shift. Those employees who serve four (4) hours or more of jury duty will be paid for their full shift. Night and weekend shift employees shall be excused early from their work shift when they are required to

report for jury duty the following day. Jury duty shall be counted as time worked for purposes of overtime calculation.

13.11 Employees will be granted a military training leave of absence if they are required to take time off for attendance at a summer training camp. Employees are required to provide to the Employer a copy of any notification requiring such time off immediately upon receipt by the employee. The Employer will not pay wages for this time period but the employees may elect to use earned PTO.

ARTICLE XIV
Overtime

14.01 All hours worked in excess of forty (40) in a scheduled work week (thirty-six (36) for the weekend schedule) shall be paid at one and one-half (1-1/2) times the employee’s straight time rate of pay. An unscheduled day will be paid at the straight time rate up to the forty (40) hour requirement if not previously satisfied. Unless specified otherwise within this Agreement, approved paid leaves of absence or paid personal time off shall be considered as time worked for purposes of overtime calculations.

14.02 An employee assigned to the first shift shall be paid two (2) times his regular straight time hourly rate for all hours worked on Sunday provided he has worked the equivalent amount of hours on Saturday. If the employee has not worked an equivalent amount of hours on Saturday, he will be paid one and one-half (1-1/2) times his regular straight time hourly rate for all work performed on Sunday.

14.03 An employee assigned to the weekend shift shall be paid two (2) times his regular straight time hourly rate for all hours worked on the fifth (5th) day provided he has worked the equivalent amount of hours the fourth (4th) day. If the employee has not worked an equivalent amount of hours on the fourth (4th)day, he will be paid one and one-half (1-1/2) times his regular straight time hourly rate for all worked performed the fifth (5th) day.

14.04 An employee assigned to the second (2nd) shift shall be paid two (2) times his regular straight time hourly rate for all hours worked on the seventh (7th) day provided he has worked an equivalent amount of hours on either the fifth (5th) or sixth (6th) day. If the employee has not worked an equivalent amount of hours on the fifth (5th) or sixth (6th) day, he shall be paid on and one-half (1-1/2) times his regular straight time hourly rate for all work performed on the seventh (7th) day.

14.05 Employees are expected, as a condition of employment, to work overtime.

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14.06 When overtime is required, the Employer will make every effort to notify employees at least two (2) hours prior to the end of the shift or the day before the employees scheduled day off.

14.07 The Employer will attempt to distribute overtime hours evenly among qualified employees within specific departments, regardless of shift, when overtime is required.

ARTICLE XV
Seniority and Lay Off

15.01 All new employees or an employee rehired after loss of seniority shall be considered to be on probation for the first ninety (90) calendar days of continued employment with the Employer, measured from the most recent date of hire. The Employer, upon written request to the Union, may extend the probationary period for an additional thirty (30) calendar days. During the probationary period, such employee(s) may be discharged for any cause at the discretion of the Employer without recourse to the grievance and arbitration procedure of the Agreement and without notification to the Union. After an employee completes his probationary period, the employee shall have seniority determined in accordance with Section 15.02 of this Article.

15.02 Following completion of the probationary period, an employee shall be credited with seniority within the plant measured by length of continuous employment with the Employer at the plant measured from the employee’s must recent date of hire. If two or more employees have the same seniority, the employee whose name appears earlier on the alphabetical listing of employees shall be deemed as having more seniority. Seniority shall be applicable only as expressly provided in this Agreement.

15.03 Seniority and status as an employee shall terminate for any of the following reasons:

A.	Voluntary quit.
B.	Discharge for just cause.
C.	Working for another employer during a leave of absence, in which case the employee shall be considered to have voluntarily quit.
D.	In absent for three (3) consecutive work days without notifying the Employer.
E.	Exceeds a leave of absence without written approval of the Employer.
F.	Is layed off in excess of twelve (12) months.

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G.	Fails to respond to the Employers notice of recall within two (2) days after certified mail of notice to the last address of the employee as it appears on the records of the Employer, in which case the employee shall be considered to have voluntarily quit.
H.	Fails to report on the agreed upon scheduled date of return to work, in which case the employee shall be considered to have voluntarily quit.
I.	Retired.

15.04 When in the sole judgment of the Employer, it becomes necessary to effect a reduction in the work force at a plant, the Employer will attempt to make such reductions at the plant in inverse order of seniority, provided the employees remaining have the skill, experience, qualifications and abilities to perform the work available. Recalls from lay off shall be in order of seniority, provided the employees returning have the skill and abilities to perform the work available.

15.05 If an employee is transferred to a classification (including a supervisor/coordinator position) outside the bargaining unit, such employee shall be excluded for the coverage of this Agreement during the period the employee is in said classification.

If within twelve (12) months such employee is re-transferred without interruption in employment with the Employer to a classification within the bargaining unit, the employee will as of the date of re-transfer be credited with the seniority which he had at the time of their transfer in addition to all seniority accumulated during the time the employee worked outside the bargaining unit.

If following twelve (12) months of such transfer the employee is re-transferred without interruption in employment with the Employer to a classification within the bargaining unit, the employee will as of the date of re-transfer, be considered a new employee for all purposes of this Agreement.

It is understood the Employer may make temporary assignments to other classifications without regard to seniority.

15.06 On or before sixty (60) days, and annually thereafter, following the signing of this Agreement, the Employer shall furnish the Union and post a seniority list. Any employee who disputes the accuracy of such seniority list shall discuss his concern with the Human Resource representative within seven (7) calendar days of the posting before proceeding through Article XVII, Grievance and Arbitration of the labor Agreement.

ARTICLE XVI
Job Posting

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16.01 Bargaining unit employees will be provided with opportunities for shift transfer or promotion to classifications covered by this Agreement on the basis of seniority, providing the employee has the skill, qualifications and ability to perform the job. An employee signing a posting for a shift transfer within the classification posted shall be granted the position prior to an employee signing for promotion.

16.02 Employees shall be made aware of promotional or shift transfer opportunities through written job notices posted on Employer designated bulletin boards for seven (7) calendar days. Any employee with six (6) months or more service in their current job classification or one (1) year or more service on their current shift wishing to be considered for such vacancies shall indicate their interest in writing within the posting period. If the Employer simultaneously posts multiple job notices, the employee may indicate multiple interests and if selected for more than one position may determine which job he wishes to accept. Employees not selected for the posted job(s), will be advised as to the reason the employee was not selected.

16.03 Employees taking a scheduled paid or unpaid leave of absence of three (3) weeks or more may submit in writing to their supervisor an indication of job interests they wish to bid on during said leave of absence. Their supervisor shall enter the employee’s name on each such job notice that is posted during the period of absence. Employees who are absent due to illness or injury may notify their supervisor in writing of any possible job posting for which they wish to bid.

16.04 The employee selected to fill the posted job must satisfactorily complete a thirty (30) work day training period. If during this training period the Employer determines the employee cannot satisfactory perform the duties of the job, the employee will be returned to his former position if available or may be reassigned without loss of seniority.

ARTICLE XVII
Grievance and Arbitraion

17.01 A grievance is defined as a dispute or disagreement as to the interpretation or application of the specific terms and conditions of this Agreement. In the event of a grievance, there shall be no work stoppage or slow down, and the matter will be settled in accordance with the procedure set forth.

17.02 Such disputes over the interpretation or application of any terms of this Agreement shall be a “grievance” and will be processed in the following manner:

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Step 1: The aggrieved employee, with or without his grievance person, within three (3) working days after the event giving rise to the grievance or after the employee knows or reasonably should know of the occurrence to be grieved, will discuss and attempt to settle it with the employee’s immediate Coordinator. The employee’s immediate Coordinator shall have a period of three (3) working day within which to respond.

Any individual employee or group of employees who elect to present their grievance(s) to the Employer without the intervention of a bargaining representative may do so as long as adjustment is not inconsistent with the terms of the Collective Bargaining Agreement and provided further that the bargaining representative has been given the opportunity to be present at such adjustment.

Step 2: If the Coordinator’s answer is not satisfactory, the Union, no later than five (5) working days after the decision of the Coordinator may reduce the grievance to writing. Any written grievance must be signed and dated by the aggrieved employee and grievance person and set forth the facts giving rise to the grievance; a specified reference to the provisions of the Agreement alleged to have been violated; the names(s) of the aggrieved employee(s); reasons why the verbal answer in Step 1 was not satisfactory; and the remedy sought. The grievance shall be presented at a meeting with the Coordinator, Area Manager and/or Plant Manager, the grievant and two (2) grievance persons within five (5) working days after receipt of the employee’s written grievance. The Employer shall give a written answer to the grievant and the Union signed and dated within ten (10) working days of the Step 2 meeting.

Step 3: If the grievance has not been satisfactorily settled in Step 2, the grievance may be appealed to the Human Resource Director, or his designee, within three (3) working days after receipt of the Employer’s written answer in Step 2. The Human Resource Director or his designee, the Plant Manager or his designee will meet with the grievant and the grievance committee (consisting of not more than two (2) persons) of the Union within ten (10) working days after receipt of the grievance in an attempt to reach a satisfactory settlement or adjustment of the grievance. Within five (5) working days after this meeting, the Employer will give its written answer to the staff representative and the President of the Local Union. Any of the elected grievers may be substituted, at the discretion of the Union, in any second or third step grievance meeting. It is understood that suspension and discharges shall be filed directly into the third step of the grievance procedure.

Step 4: If any Employer’s written answer to Step 3 is not satisfactory to the Union, the grievance may be appealed to the Vice President of

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Operations or his designee within seven (7) working days of the receipt of the Employer’s written answer to Step 3. The Vice President of Operations, Plant Manager and Human Resources Director will meet with the grievant, two (2) grievance persons and the staff representative of the Union within ten (10) work days after notification in an attempt to resolve the grievance. Within five (5) work days after this meeting, the Employer will give a written answer to the Union, which answer shall be final on the employee, the Union and the Employer, unless it is appealed to arbitration by the Union in accordance with the procedures set forth in the Agreement.

17.03 No grievance shall be accepted by the Employer unless it is submitted or appealed within the time limits set forth in Step 1 of Section 17.02 of this Agreement. If a grievance is not referred or appealed to the next step within the specified time limits, it shall be considered settled on the basis of the Employer’s last answer. If the Employer does not provide a written reply to the Union within the specified time limits in any step of the grievance procedure, the grievance shall result in the grievance being settled in accordance with the request in the grievance. The Union and the Employer shall observe the specified time limits in answering or appealing a grievance. Time limits in each step may be extended by mutual agreement in writing.

Arbitration

17.04 If the Union wishes to carry the grievance beyond the fourth step, the following procedure shall apply:

A.

The Union, through its staff representative, may appeal the grievance to arbitration by giving a written notice to the Human Resource Director or his designee within twenty-one (21) calendar days after the receipt of the Employers answer to Step 4. The failure to appeal a grievance to arbitration within the twenty-one (21) calendar day period shall constitute a waiver of the Union’s right to appeal to arbitration.

B.

Within ten (10) work days after the notification of take the matter to arbitration, the parties shall request the Federal Mediation and Conciliation Service (FMCS) to submit a panel of seven (7) qualified arbitrators. Each party to the dispute shall be entitled to alternately strike a name from the list until only one name remains and this panel member shall be the neutral arbitrator. The order of striking shall be determined by the flip of a coin. The arbitrator shall only have jurisdiction and authority to interpret, apply or determine compliance and/or application of the express provisions of this Agreement at issue between the Union and the Employer. It is understood that the arbitrator shall not have jurisdiction or authority to add to, detract from or alter in any way the terms of this Agreement. The decision of the

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arbitrator on the merits of any grievance adjudicated within his jurisdiction and authority shall be in writing and shall be final and binding on the Employer, the Union and the employee(s).

C.

The Employer and the Union shall bear their own costs of the arbitration and shall equally share all expenses and fees of the neutral arbitrator. The grievance procedure may be utilized by the Union in processing grievances on behalf of the employees, either individually or collectively. In processing grievances, the Union shall observe the specified time limits in filing and appealing and the Employer shall observe the specified time limits in answering.

ARTICLE XVIII
Union Representation

18.01 The Employer recognizes the right of the Union to designate not more than eighteen (18) Stewards and three (3) grievance people from the Employer’s seniority list.

18.02 A Union steward or grievance person, when requested by the grievant, shall be compensated and allowed limited time off for investigating grievances and participating in Step 1 discussions during working hours at their regular hourly rate of pay. In such cases, the steward or grievance person shall seek permission from their immediate Coordinator to leave their assigned duties. Permission shall not be unreasonably withheld unless the Coordinator believes there would be a disruption in production or an effect on efficiency of operations. It is understood that each grievance investigation shall be conducted by one steward or grievance person.

Upon receiving permission from the Coordinator, the steward or grievance person shall clock out of their job and into the designated indirect account. If the grievance investigation or Step 1 discussion requires the steward or grievance person to leave his assigned area, he shall notify the Coordinator of that area prior to beginning any investigation or discussion. When the steward or grievance person leaves the area, he must notify the Coordinator of that area that he is leaving and immediately return to his own work area. When entering his own work area, he shall report immediately to his Coordinator and clock out of the designated indirect account and clock back into his job. Paid time and work time off for such investigation and Step 1 discussion shall not exceed thirty (30) minutes per grievance.

18.03 The grievance person(s) and aggrieved employee(s) participating in Step 2 grievance meetings shall be paid in accordance with the following: Before

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meeting with the Employer, the employees involved shall clock out of their job and clock into the designated indirect account; at the conclusion of the meeting, they shall clock back into their job and clock out of the indirect account. The time consumed by the meetings, not to exceed two (2) hours each week per Area Manager, shall be paid for by the Employer. Any additional time spent in such grievance meeting shall be unpaid.

18.04 The grievance person(s) and aggrieved employee(s) participating in Step 3 or Step 4 grievance meetings shall be paid in accordance with the following: Before meeting with the Employer, the employees involved shall clock out of their job and clock into the designated indirect account; at the conclusion of the meeting, they shall clock back into their job and clock out of the indirect account. The time consumed by the meeting shall be paid by the Employer. It is agreed by the parties that the meetings held at these steps shall be limited to discussion of the facts pertaining to the resolution of the grievance(s) involved.

18.05 Union stewards, grievance persons or aggrieved employees shall not be paid for any time spent after Step 4 or at any arbitration proceedings.

18.06 A representative of the International Union, upon request to the Human Resource Director, shall be granted permission to visit the plant at a mutually satisfactory time for the purpose of investigating any grievance arising out of this Agreement. During such visit, the Union representative shall be accompanied to a designated non-work meeting area, shall comply with all applicable rules of the Employer and shall not interfere with the operations of the plant nor with the duties of employees. A grievance person, steward or local union officer who wishes to meet with the Union representative in the Employer designated area may so do upon receiving permission from his immediate Coordinator. The paid time and work time off shall not exceed thirty (30) minutes. Upon receiving permission, the grievance person, steward or local union office shall clock out of his job and clock into the designated indirect account and upon return to his area clock into his job and out of the indirect account.

18.07 The Employer acknowledges the right of the Union to appoint or otherwise select a Negotiation Committee composed of not more than five (5) members who are regular employees of the Employer. The Union agrees to notify the Employer in writing as to the members of the negotiating committee. All employee time participating in negotiations shall be unpaid. The Empolyer will credit the Union negotiating committee with pension credit for time spent in negotiation sessions only.

ARTICLE XIX
Bulletin Boards

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19.01 The Employer shall provide eight (8) bulletin boards situated at agreed upon locations to be used for the posting of Union notices. The President of the Local Union or his designated representative shall be the Union officials to sign and post Union notices. Only the posting of meeting notices, elections, names of representatives and officers of the Union, and general noncontroversial matters concerning the business of the Union may be posted. All matters to be posted shall be presented by the Union representative to the Human Resources Director for review and approval.

ARTICLE XX
Personal Time Off and Vacation

20.01 Full-time employees, after satisfactory completing their probationary period, shall accrue Personal Time Off (PTO) from the first day of the month following their date of employment. An employee absent from work or layed off in excess of four (4) weeks will not accrue PTO until the first of the month following the employee’s return to work.

20.02	Eligible employees shall accrue PTO hours as follows:
		Less than one (1) year	5.4 hrs./month
		One (1) through four (4) years	8.7 hrs./Month
		Five (5) through seven (7) years	10.1 hrs./Month
		Eight (8) through fourteen (14) years	13.4 hrs./Month
		Fifteen (15) or more years	16.8 hrs./Month
	Employees may accrue a maximum of 240 PTO hours. Employees with balances exceeding 240 hours at the beginning of the month shall have until the end of that month to bring their balance including the current month accrual below the 240 maximum or such hours shall be lost.

20.03 A minimum of two (2) or more consecutive hours of PTO may be requested. Requests exceeding two (2) hours must be made in whole hour increments. The Employer will not grant PTO requests that result in a deficit balance. Likewise, employees having a PTO balance who request time off without pay shall be required to utilize such PTO first before consideration will be given for time off without pay.

20.04 Personal Time Off plus time worked cannot total more than the employee’s scheduled hours in a regular straight time work shift.

20.05 Employees requesting PTO of one (1) week or more shall make such request at least two (2) weeks in advance. For requests of less than one (1) week, such request shall be at least equal in advance notice to the amount of PTO requested.

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20.06 Employees, at their discretion, may use all accrued and unused PTO during any plant shut down or lay off periods. If such periods exceed four (4) weeks, employees shall have the balance of their accrued and unused PTO paid out.

20.07 Employees who voluntarily terminate or retire shall be paid for all unused accrued PTO hours through the month preceding their last day worked to a maximum of 240 hours.

ARTICLE XXI
Safety and Health

21.01 The Employer, Union and employees agree to cooperate and to work toward the continuing objective of reducing accidents and employee health hazards. To this end, the Employer shall continue its efforts to make provisions and policies for the safety and health of the employees. The parties recognize their obligations and/or rights under existing Federal and state laws with respect to safety and health matters. In this regard, it is the intent of the parties that any concern of safety or health be processed through the provisions of this Agreement before any charge be filed with any governmental agency.

21.02 In an effort to provide a safe work environment for all employees, the Employer shall form a Safety committee. The committee shall be comprised of employees representing each work area and shall be chaired by the Safety Manager. Employee members shall serve two (2) year terms. Bargaining unit members on the committee shall be selected through nomination and election by bargaining unit employees in the designated work area. Fifty (50) percent of the committee shall be selected new each year. The committed shall meet monthly and strive for pro-active/preventive rather than reactive approaches to safety and health concerns.

21.03 Standard industrial safety glasses shall be worn in production areas by all employees and shall be provided by the Employer. The Employer shall provide lenses and frames for employees who have accrued seniority and require prescription glasses. Prescription glasses will be replaced if broken in the course of work activities or every two (2) years provided there is a dramatic change in the prescription. Employees may be required to verify damage or prescription change before replacement is provided.

21.04 All employees shall wear hard hats and hearing protection as directed by the Employer and refrain from wearing rings, loose fitting jewelry, necklaces and dangling earrings during working time.

21.05 The Employer at its sole discretion may establish or modify safety recognition programs. Any changes will be discussed with the Safety Committee before making a final decision.

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21.06 Upon successful completion of the ninety (90) probationary period, all full-time employees shall be eligible to received annually a total of four (4) uniform items or in lieu of two (2) uniform items a fifty (50) dollar safety shoe allowance may be chosen. All employees are strongly encouraged to wear the Employer provided uniform.

ARTICLE XXII
Tool Accountability

22.01 The Employer shall issue tools and equipment to employees. Employer issued tools and equipment are the responsibility or the employee and shall be properly used, maintained and returned to the Employer upon termination, voluntary separation or lay off. Any employee who fails to return Employer issued tools or equipment shall have the cost of those tools/equipment withheld from their final pay check. Any remaining balance due shall be billed directly to the employee. Tools and equipment supplied by the Employer shall never be removed from the Employer’s premises and shall not be used for personal reasons or projects, unless specifically authorized in advance by the employee’s supervisor. Employer issued tools/equipment shall be replaced by the Employer upon return of the originally assigned broken or damaged tool/equipment. Failure to return the broken or damaged tool/equipment shall result in the employee replacing the tool or equipment at the employee’s cost.

22.02 The Employer shall provide a locked area or locker for employees to secure Employer issued tools and equipment. Employees shall provide their own locks.

ARTICLE XXIII
Activities

23.01 The Employer shall provide time off with pay for employees who participate in New Prague volunteer activities as firemen, military honor guards, medical technicians or ambulance attendants.

23.02 Employees who participate in similar volunteer activities outside of New Prague may receive time off without pay.

23.03 Employees must request approval for such time off from their supervisors as far in advance as possible and must return to their scheduled work shift after the activity if there is two or more remaining hours in their scheduled work shift. The Employer may request validation of participation in such activity.

23.04 It is agreed between the parties that the Employer shall retain the sole discretion to unilaterally modify, revise or eliminate any provisions or practices under this Article. Additionally, the Employer shall retain the sole discretion to

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unilaterally modify, revise or eliminate practices and policies that pertain to the current Employee Recreation Club, Service awards and Improvement Programs.

23.05 The Employer’s only obligation under the provisions of this Article is to provide the Union ninety (90) days written notification before modifying, revising or eliminating any practices, policies or provisions under the sections of this Article.

ARTICLE XXIV
Field Service

24.01 The Employer retains the unilateral right to select and designate certain qualified employees to be available and willing to perform off-site field service and repair work. Employees selected shall receive an additional two dollar and fifty cents ($2.50) per hour Field Service Premium over the hourly rate of their current classification for all hours worked (off-site) at the customer location while holding such designation.

24.02 When assigned to work off-site, the employee(s) shall receive their regular rate of pay on the day of departure for all reasonable time incurred from the point of departure to the employee’s final destination of the day. When at the customer location, the employee shall earn the Field Service Premium in addition to their regular rate of pay. On the day of return, the employee(s) shall receive their regular rate of pay for all reasonable time incurred from the point of departure and end upon the employee’s final point of destination of the day.

24.03 Employees performing off-site field service and repair work will be reimbursed a maximum of thirty (30) dollars per day for receipted meals. Lodging will be reimbursed at the rate equivalent to a moderate priced (Holiday Inn) motel. Required air transportation and/or automobile rental must be arranged through the Employer designated travel operator. Employees shall receive the mileage reimbursement rate corresponding to the published IRS rate when the employee uses their personal automobile for Employer related business.

24.04 Overtime computation will include all hours worked as defined above. The Field Service Premium will not roll into the overtime calculation.

ARTICLE XXV
Drug and Alcohol Policy

25.01 By reference the parties have negotiated a Drug and Alcohol Policy.

ARTICLE XXVI

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Savings Clause

26.01 Should any provision of this Agreement be declared illegal by any court of competent jurisdiction, such provision shall immediately become null and void, leaving the remainder of the Agreement in full force and effect, and the parties shall thereupon meet and confer in good faith regarding a substitute provision which is in conformity with the applicable law.

ARTICLE XXVII
Duration of Agreement

27.01 The Agreement shall become effective on January 10, 2000 and shall remain in effect through January 15, 2002.

Either party desiring to change, modify or terminate the Agreement must notify the other in writing at least sixty (60) days prior to January 15, 2002, the expiration date of this Agreement. If such notice is given and the parties fail to reach agreement by the expiration date of this Agreement, then this Agreement shall in all respects be deemed void and terminated.

Date                            , 2000
For the Union	For the Employer
Thomas M. Hoffman	Eric M. Rottier
Steve Powers	Scott R. Brittain
Rick Kadrlik	Roger Chlan
Dale Vosejpka

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Ken Gosewisch

Tammy Sondrol

APPENDIX A

Classifications and Pay Rates

	GROUP 3		GROUP 4
	AI Boxer		Welder Helper
	AI Light Assembler		Liquid Penetrant Tester
	Parts Washer		Machine Operator
	Maintenance Helper		Material Handler
			Wrapper
			Buffer
	Pay Rate		Pay Rate
	1/16/00	1/1/01	1/16/00	1/1/01
Start	8.21	8.71	8.51	9.01
3 months	8.90	9.40	9.22	9.72
6 months	9.59	10.09	9.93	10.43
9 months	10.28	10.78	10.64	11.14
12 months	10.97	11.47	11.35	11.85
15 months	11.46	12.16	12.06	12.56
18 months	12.35	12.85	12.77	13.27
21 months	13.09	13.59	13.48	13.98
Full Rate	13.73	14.23	14.24	14.74
	GROUP 5		GROUP 6
	Overhead Crane Operator		LPV/JPV Roller Operator
	Electro Polisher		Maintenance Tech 6
	Inventory Accuracy Coordinator		Mass Spec/Welding
	Machinist		Plumber 6 (Welding)
	Maintenance Tech 5		Q.C. Inspector 6
	Mass Spec/Pumping		Specialty Machinist
	Painter		Welder 6
	Pipe Bender		Straddle Crane Operator
	Plasma Cutter		Programmable Plasma Cutter
	Purchase Rec./Inspect Tech
	Q.C. Inspector 5
	Shear Operator
	Shipping/Receiving Coordinator		*Rates Paid Above Group 6
	Truck Driver		NDE	$1.00
	Tube Rack Technician		Master Welder	$1.00
	Welder 5		Jig and Fixtures	$1.00
	Plumber 5		Electrician	$3.00
	AI Liquid Test/Mass Spec Operator		Electronic Tech	$8.78
	Pay Rate		Pay Rate
	1/16/00	1/1/01	1/16/00	1/1/01
Start	9.29	9.79	9.98	10.48
3 months	10.07	10.57	10.82	11.32

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6 months	10.85	11.35	11.66	12.16
9 months	11.63	12.13	12.50	13.00
12 months	12.41	12.91	13.34	13.84
15 months	13.19	13.69	14.18	14.68
18 months	13.97	14.47	15.02	15.52
21 months	14.75	15.25	15.86	16.36
Full Rate	15.53	16.03	16.70	17.20

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APPENDIX B
Lead Persons

Employees working as Lead Persons shall receive a twenty-five (25) cents per hour premium over the top of their rate or the rate of the classification they lead, whichever is greater. Lead Persons shall be selected solely by the Employer.

APPENDIX C
Tuition Reimbursement

Full-time employees who have accrued seniority of at least one (1) year shall be eligible for tuition and book reimbursement not to exceed $1,500 per calendar year for work related courses taken at accredited educational institutions. Reimbursement shall be made upon verification of satisfactorily completing the course along with properly receipted expenditures.

APPENDIX D
Pension Plan

The Employer shall offer a Pension Plan to all bargaining unit employees who have satisfactorily completed their probationary period. The benefit level for all active eligible employees shall be twenty-five dollars ($25.00) for all benefit service earned as defined by the Plan. All aspects and operations of this Plan shall be governed by the Plan documents and shall not be subject to the grievance and arbitration provisions of this Agreement. If any conflict arises between the Plan documents and this section of the Agreement, the terms of the Plan’s documents shall control. Except as to benefit level, the Employer shall retain sole right to modify or amend the Plan without notice or bargaining to the extent permitted by ERISA, the IRC or other related regulations.

APPENDIX E
Life & AD&D Insurance

The Employer shall provide employees with life insurance equal to one (1) times the employee’s annual basic earnings as defined by the Plan not to exceed fifty (50) thousand dollars. All aspects of this Plan shall be governed by the Plan’s document and shall not be subject to grievance or

26

arbitration. If any conflict arises between the Plan and this section, the terms of the Plan’s documents shall control.

The Employer shall provide employees with Accidental Death and Dismemberment Insurance equal to one (1) times the employees annual basic earnings as defined by the Plan not to exceed fifty (50) thousand dollars. All aspects of this Plan shall be governed by the Plan’s document and shall not be subject to grievance or arbitration. If any conflict arises between the Plan and this section, the terms of the Plan’s documents shall control.

APPENDIX F
Health Insurance

All full-time employees, after a prescribed waiting period, shall be eligible to participate in the Employers health insurance plan(s) as described by the Employee’s Group Benefit Plan booklet. Upon thirty (30) days written notice and subsequently informing the Union of specific changes to the plan(s), the Employer may modify, amend or change carriers, benefit levels or terms of coverage without negotiation or approval by the Union, provided the employee/Employer cost sharing is the same for all employees (union and non-union) regularly assigned and working at the New Prague and Lonsdale facilities.

The Employer agrees that the benefit levels and the premium contribution rates in effect as of January 1, 2000 shall remain in effect without change or modification through the calendar year ending December 31, 2000.

The Employer’s liability in any claim for benefits under these group insurance plans is governed by the plan documents and is limited to the benefits provided by the specific plan. A copy of these plans shall be given to each employee.

27

[GRAPHIC]

     Chart Industries, Inc.
Storage Systems Division
Schedule of Benefits
Effective January 1, 2000

PLAN A		PLAN B
SINGLE COVERAGE - $9.50 per month		SINGLE COVERAGE - $27.00 per month
FAMILY COVERAGE - $24.00 per month		FAMILY COVERAGE - $67.00 per month
Deductible	$500 per individual	$200 per individual
	$1,000 family max.	$400 family max.
Co-insurance	80% of $2,000 then 100%	80% of $2,000 then
100%
	to an unlimited maximum	to an unlimited maximum
Out of Pocket	$900 per individual	$600 per individual
	$1,400 family max.	$1,000 family max.
Diagnostic	Applies to deductible	$250 per individual
X-Ray & Lab
Out patient Surgery	100%	100%
Maternity	Applies to deductible	Applies to deductible
Mental & Nervous	Outpatient: 50% per visit	Outpatient: 50% per visit
Prescriptions	Drug card	Drug card
	Generic - $7.00	Generic - $7.00
	Non-generic - $12.00	Non-generic - $12.00
Vision Exam	1 Exam per year per person.	1 Exam per year per person.
	20% discount on prescription	20% discount on prescription
	glasses from participating provider.	glasses from participating
		provider.

For more complete details of coverages outlined above or specifics regarding pre-existing coverage limitations, please refer to a Summary Plan Document available in the Human Resources Department.

28

APPENDIX G
Dental Insurance

All full-time employees, after a prescribed waiting period, shall be eligible to participate in the Employer existing Dental Insurance plan as described by the Employee’s Group Benefit Plan booklet. Upon thirty (30) days written notice and subsequently informing the Union of the specific changes to the plan, the Employer may modify, amend or change insurance carriers, benefit levels or terms of coverage without negotiation or approval by the Union, provided the employee/Employer cost sharing is the same for all employees (union or nonunion) regularly assigned and working at the New Prague or Lonsdale facilities.

The Employer agrees that the benefit levels and the premium contribution rates in effect as of January 1, 2000 shall remain in effect without change or modification through the calendar year ending December 31, 2000.

The Employer’s liability in any claim for benefits under this group insurance program is governed by the plan documents and is limited to the benefits provided by the specific plan. A copy of the plan shall be given to each employee.

DELTA DENTAL

Single - $4.00 per month
Family - $11.00 per month

Unit 1 – Diagnostic and Preventive	100%
Unit 2 – Basic Procedures	80% plus deductible
Unit 3 – Major Procedures	80% plus deductible
Unit 4 – Orthodontia	50% plus deductible
(Available only to Dependent Children between ages of 8
and 19 years up to a lifetime maximum of $1,000 per person)
Deductible - $50.00 per individual $150.00 per family

29

APPENDIX H
401K Plan

The Employer shall offer eligible employees a savings plan qualified under the Internal Revenue Code (“IRC”). The Employer anticipates continuing to match employee contributions at the rate designated by the plan as of January 1, 2000 [of seventy-five percent (75%) for the first one percent (1%) of base pay contributed by an eligible employee and twenty-five percent (25%) for the next five percent (5%) of base pay contributed by eligible employee.] Although the Employer anticipates continuing contributions at those rates, the Employer shall retain its current rights under the Plan to unilaterally increase, decrease or terminate Employer contributions and to determine other aspects of the Plan operation. The Employer shall provide the Union thirty (30) days written notice prior to implementing any changes in the Plan and shall not terminate the plan without discussing such action with the Union.

All aspects of the Plan, including but not limited to eligibility requirements, contribution levels, employer match, borrowing and withdrawal shall be governed by the Plan and applicable statutes and regulations.

Disputes regarding participation and operation of the Plan shall not be subject to grievance or arbitration under this Agreement. If any conflict arises between the Plan, this Agreement and applicable statutes and regulations, the terms of this Plan and the applicable statutes and regulations shall control.

APPENDIX I
Flex Spending Account

The Employer shall provide a Flex Spending Account for pre tax payroll deductions to be used for out-of-pocket medical and/or day care expenses and group insurance premium payments.

30

[GRAPHIC]	Storage System Division
	407 Seventh Street NW
	New Prague, MN 56071

June 25, 1998

Mr. Thomas M. Hoffman
Sub District Director
United Steelworkers of America
2829 University Ave. SE
Suite 100
Minneapolis, MN 55414

Dear Mr. Hoffman;

Effective with the commencement date of the Agreement this letter will clarify MVE’s policy with regard to temporary employees, temporary service and seasonal employees. Employer may keep these people working in bargaining unit jobs for a period not to exceed ninety (90) calendar days. During this time these people will not be subject to the terms and conditions of the Agreement. At the conclusion of the ninety (90) calendar day period they would serve a thirty (30) calendar day probationary period. Upon the successful completion of the probationary period they would become full time employees. After the employee completes his probationary period the employee shall be credited with seniority measured by the commencement of the most recent ninety (90) day period.

Sincerely,

Scott Brittain
Director of Human Resources

31

	TABLE OF CONTENTS
Article	Title	Page
	Agreement	1
	Preamble	1
I	Responsibilities of the Parties	1
II	Recognition	2
III	Retention of Management Rights	3
IV	Union Membership	4
V	Dues Check Off	4
VI	No Strike No Lockout	5
VII	Successorship	6
VIII	Bargaining Unit Work	6
IX	Pay	6
X	Job Classifications	7
XI	Hours of Work	8
XII	Holiday	9
XIII	Leave of Absence	9
XIV	Overtime	11
XV	Seniority and Lay Off	12
XVI	Job Posting	14
XVII	Grievance and Arbitration	15
XVIII	Union Representation	17
XIX	Bulletin Boards	19
XX	Personal Time Off and Vacation	19
XXI	Safety and Health	20
XXII	Tool Accountability	21
XXIII	Activities	22
XXIV	Field Service	22
XXV	Drugs and Alcohol	23
XXVI	Savings Clause	23
XXVII	Duration	24
Appendix A	Classifications and Pay Rates	25
Appendix B	Lead Persons	26
Appendix C	Tuition Reimbursement	26
Appendix D	Pension Plan	26
Appendix E	Life and AD&D Insurance	26
Appendix F	Health Insurance	27
Appendix G	Dental Insurance	29
Appendix H	401K Plan	30
Appendix I	Flex Spending Account	30
	Letter of Understanding	31

32

EX-10.13

Exhibit 10.13

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is made as of January 24, 2001 by and between CHART INDUSTRIES, INC., a Delaware corporation ("Company"), and JAMES R. SADOWSKI ("Executive").

WITNESSETH:

        WHEREAS, Executive has been an Officer of the Company and has valuable knowledge and experience pertaining to the business of the Company, and the parties desire to arrange for the continuation of his services to the Company;

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

        1.    Previous Employment Agreement. This Agreement supersedes and replaces that certain Employment Agreement, dated November 30, 1995, between the Company and Executive.

        2.    Employment. Commencing as of the date hereof and continuing through January 10, 2006 (the "Employment Period"), the Company hereby employs Executive as President and Chief Operating Officer of the Company with responsibility for the performance of such executive services and duties as shall be reasonably assigned to and requested of him by, and subject to the direction and supervision of, the Chief Executive Officer and the Board of Directors of the Company; provided, however, that such services and duties also shall be reasonably consistent with the services and duties performed by Executive for the Company immediately prior to the Employment Period. Executive hereby accepts such employment and agrees that he will devote his full time and undivided efforts to the business and affairs of the Company and serve the Company in its business and perform his duties to the best of his ability.

        3.    (a)    Salary. As compensation for his services during the Employment Period, Executive shall receive a 2000 base salary at the rate of Two Hundred Sixty-Three Thousand Dollars ($263,000) per year (the "Base Salary Amount"). Executive's salary shall be reviewed on an annual basis by the Board of Directors of the Company or any duly authorized Committee thereof. Executive's salary shall be subject to being adjusted based upon such annual review, although any such adjustment shall be at the sole discretion of the Board of Directors or any duly authorized Committee thereof. Notwithstanding the foregoing, in no event shall Executive's salary be adjusted below the Base Salary Amount. Such salary shall be payable in bi-weekly installments or otherwise in accordance with the normal policies of the Company for payment of corporate officers. In the event Executive's employment with the Company is terminated by the Company with "good cause," by Executive on a voluntary basis, or by reason of the death or disability of Executive, prior to expiration of the Employment Period, such salary shall only be payable for the remainder of the month in which such termination occurs and thereafter such salary shall end and cease to be payable, subject, however, to the requirement that Executive shall be entitled to receive any benefits provided for in Section 3(b) hereof which have accrued up to the date on which such termination occurs.

        (b)    Benefits. During the Employment Period Executive shall be entitled to participate in any employee benefits plans which are maintained or established by the Company for its corporate officers, subject, however, to all of the terms and conditions thereof, including any eligibility requirements therefor, including but not limited to: (i) the Management Incentive Compensation Plan or any other successor plan (the "Incentive Plan"); (ii) the Company's Key Employees Stock Option Plan or any successor plan (the "Option Plan"); (iii) medical, dental and vision insurance coverage; (iv) life insurance coverage; (v) 401(k) Retirement Plan (which includes a savings plan component and a profit-sharing pension component); (vi) four (4) weeks of paid vacation to be taken at such time or times as are chosen by Executive; and (vii) the use of a leased automobile during Executive's employment comparable to his presently-leased automobile. On an annual basis, the Board of Directors of the Company or any duly authorized Committee thereof shall review Executive's level of participation in the Company's Option Plan and, based upon such review, may in its sole discretion grant Executive additional options to purchase Common Stock of the Company.

        (c)    Severance. In the event that prior to expiration of the Employment Period (i) Executive is discharged without "good cause," (ii) Executive is assigned to perform services and duties inconsistent with the provisions of Section 2 hereof and Executive terminates employment with the Company as a result thereof, or (iii) there are "other material changes" relating to Executive's employment (each of the events set forth in (i), (ii) and (iii) above referred to as a "Triggering Event") and Executive terminates employment with the Company as a result thereof, the Company shall pay the following amounts to the Executive within thirty (30) days after the Triggering Event, subject to all applicable withholding taxes: (i) an amount equal to one year's salary (at the rate prevailing immediately prior to the Triggering Event) (the "Salary Payment") and (ii) an amount equal to the bonus payment Executive received under the Company's Incentive Plan for the immediately preceding year (the "Bonus Payment"). Upon payment of the Salary Payment such salary shall end and cease to be payable. In addition, for a one-year period following the Triggering Event, Executive shall be eligible to participate in the employee benefits plans referred to in Subsections 3(b) (iii) and (iv) as if he were still employed by the Company, to the extent and at the level of Executive's participation thereunder immediately prior to the Triggering Event. All Company contributions or payments under any such employee benefits plans shall be subject to Executive's fulfillment of his contribution requirements thereunder, and Company provision of the benefits listed in Subsections 3(b) (iii) and (iv) shall cease if Executive obtains such coverage, if any, from another employer during such one-year period after termination of Executive's employment with the Company. If there is a "change in control" of the Company and Executive terminates employment with the Company as a result thereof, Executive will be entitled to such payments and benefits as he would have been entitled upon the occurrence of a Triggering Event; provided, however, that in lieu of the Salary Payment, Executive shall receive an amount equal to twice the Salary Payment, and in lieu of the Bonus Payment, Executive shall receive an amount equal to twice the Bonus Payment.

        (d)    The term "good cause" shall mean a determination by the Board of Directors (without the participation of the Executive) of the Company pursuant to the proper exercise of business judgment, that any one of the following events has occurred:

i)	the Executive has been indicted by a state or federal grand jury of committing a felony;
ii)	the Board receives proof satisfactory to it of the commission by Executive of theft or embezzlement from the Company, or any other crime against the Company;
iii)	Executive, for himself or any other person, firm, corporation or other entity, (x) solicits business from customers of the Company, (y) diverts or attempts to divert any business from the Company, or otherwise interferes with the business or employment relationship between the Company or any customer, employee or sales representative thereof, or (z) discloses or furnishes to any competitor or any person, firm, corporation or other entity, or uses on his own behalf, any confidential or secret information or data of or relating to the Company; or
iv)	Executive's failure, refusal or inability to perform his services and duties to the Company as set forth in Section 1 of this Agreement, any act of gross negligence, corporate

waste, disloyalty, or unfaithfulness to the Company which adversely affects the business of the Company, any material breach of this Agreement, or any other act or course of conduct which could reasonably be expected to have an adverse affect on the business of the Company such as, by way of example only, intentionally causing the Company to violate federal, state or local environmental, labor, antitrust, or other similar laws, or sexual or other illegal harassment of employees.

        (e)    The term "change in control" shall mean the following:

i)	the purchase of at least 50.1% of the Company's common stock (which includes any securities convertible into such common stock) pursuant to a tender offer or exchange (other than a tender offer or exchange by the Company);
ii)	the date of approval by stockholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of capital stock, of any class or any securities convertible into such capital stock, of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of common stock of all classes of the Company immediately prior to the merger would have the same proportion of ownership of common stock of the surviving corporation immediately after the merger;
iii)	the date of the approval by stockholders of the Company of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or
iv)	the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company.

        (f)    The term "other material changes" shall mean:

i)	with respect to the Incentive Plan for calendar year 2001 and beyond:
	A)	any change in the manner in which the annual bonus under such Plan is determined such that (a) the potential aggregate total bonus payments to all corporate officers participating in the Plan would be less than 3 percent of Company's net income or (b) a potential bonus payment to the Executive under the Plan would be less than 100 percent of the Executive's Base Salary Amount; or

	B)	in any year, the Executive's payment under such Plan is less than 50 percent of the total aggregate amount paid to all corporate officers participating in the Plan, not including the Chief Executive Officer (ie, any payment to the Chief Executive Officer under the Plan will not be included in the aggregate total amount paid to corporate officers for purposes of this provision); or
ii)	relocation of Executive's principal executive office beyond 25 miles from Executive's present residence in Chagrin Falls, Ohio without Executive's consent.

        4.    Expenses.    The Company shall reimburse Executive for reasonable expenses incurred by him on behalf of the Company in the performance of his duties during the Employment Period. Executive shall furnish the Company with such documentation as is requested by the Company in order for it to comply with the Internal Revenue Code and regulations thereunder in connection with the proper deduction of such expenses.

        5.    Legal Fees.    In the event Executive is required to enforce any of his rights under this Agreement after a "change in control" of the Company, then the Company or any successor thereof shall reimburse Executive for all reasonable legal fees and expenses incurred by him to enforce such rights.

        6.    Termination.    This Agreement shall terminate and, except for the obligations of the Company set forth in Sections 3(a) and 3(c) hereof, which shall survive such termination, all rights and obligations of the Company and Executive hereunder shall be completely void upon the earliest to occur of the following:

(a)	expiration of the Employment Period;
(b)	voluntary termination by Executive of his employment with the Company, a right reserved to Executive hereunder;

(c)	discharge of Executive with or without "good cause";
(d)	the death of Executive; and
(e)	at the election of the Company, the disability of Executive, which, for purposes hereof, shall mean the inability of Executive for a continuous period of six (6) months to perform the essential functions of his position hereunder on an active full time basis, with or without reasonable accommodations, by reason of disability or impairment of health. A certificate from a physician acceptable to both the Company and Executive to the effect that Executive is or has been disabled and incapable of performing the essential functions of his position with or without reasonable accommodations for the Company as previously performed shall be conclusive of the fact that Executive is incapable of performing such reasonable services and is, or has been disabled for the purposes of this Agreement.

        7.    Severability. In the event that any provision or term of this Agreement is found to be void or unenforceable to any extent for any reason, it is the agreed upon intent of the parties hereto that all remaining provisions or terms of the Agreement shall remain in full force and effect to the maximum extent permitted and that the Agreement shall be enforceable as if such void or unenforceable provision or term has never been a part hereof.

        8.    Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the Company, its successors and assigns. Executive shall not assign this Agreement without the written consent of the Company, but this Agreement shall be binding upon Executive and his heirs, estate and personal representatives.

        9.    Notice. Any notice required to be given under the terms of this Agreement shall be in writing, and mailed to the recipient's last known address or delivered in person. If sent by registered or certified mail, such notice shall be effective when mailed; otherwise, it shall be effective upon delivery.

(i)	If to the Company, to:
	Chart Industries, Inc.
	5885 Landerbrook Drive
	Suite 150
	Cleveland, Ohio 44124
	Attention: Arthur S. Holmes, Chairman
	With a copy to:
	Calfee, Halter & Griswold LLP
	1400 McDonald Investment Center
	800 Superior Avenue
	Cleveland, Ohio 44114
	Attention: Thomas F. McKee
(ii)	If to Executive, to:
	James R. Sadowski
	65 Solether Lane
	Chagrin Falls, Ohio 44022

        10.    Entire Agreement; Amendments; Waivers. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. If may not be changed orally, but only by an agreement, in writing, signed by Executive and an officer of the Company specifically designated by the Board of Directors of the Company to execute such amendment. The terms or covenants of this Agreement may be waived only by a written instrument specifically referring to this Agreement, executed by the party waiving compliance. The failure of the Company at any time or from time to time to require performance of any of Executive's obligations under this Agreement shall in no manner affect the Company's right to enforce any provisions of this Agreement at a subsequent time; and the waiver by the Company of any right arising out of any breach shall not be construed as a waiver of any right arising out of any subsequent breach.

        11.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	CHART INDUSTRIES, INC.
/s/ James R. Sadowski	By: /s/ Arthur S. Holmes
James R. Sadowski		Arthur S. Holmes,
("Executive")		Chairman and Chief Executive Officer

EX-21.1

     Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT AND JURISDICTION
OF INCORPORATION OR ORGANIZATION

CHD, Inc. (Non-Operating)	Delaware
Caire, Inc.	Delaware
Chart Asia, Inc.	Delaware
Chart Australia Pty LTD	Australia
Chart Europe GmbH	Germany
Chart Heat Exchangers Limited	England
Chart Heat Exchangers Limited Partnership	Delaware
Chart Inc.	Delaware
Chart Industries Foreign Sales Corporation	Virgin Islands
Chart International, Inc.	Delaware
Chart International Holdings, Inc.	Delaware
Chart Leasing, Inc.	Ohio
Chart Management Company, Inc	Ohio*
Chart UK Investments Limited Partnership	England
Coastal Fabrication, LLC	Delaware
CoolTel, Inc.	Delaware
Ferox A.S.	Czech Republic
NexGen Fueling, Inc.	Delaware
Zhangjiagang Chart Gases Equipment Company	China

* General partner for Chart Heat Exchangers Limited Partnership, a Delaware limited partnership and Chart UK Investments Limited Partnership, an English limited partnership.

EX-23.1

     Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-58446 and No. 333-08665) pertaining to the Chart Industries, Inc. Key Employees Stock Option Plan, (Form S-8 No. 33-92340) pertaining to the Chart Industries, Inc. 1994 Stock Option Plan for Outside Directors and 1995 Stock Option Plan for Outside Directors, (Form S-8 No. 333-08667) pertaining to the Chart Industries, Inc. 1996 Stock Option Plan for Outside Directors, (Form S-8 No. 333-32535) pertaining to the Chart Industries, Inc. 1997 Stock Option and Incentive Plan and the Chart Industries, Inc. 1997 Stock Bonus Plan, (Form S-3 No. 333-35321) pertaining to the Chart Industries, Inc. registration for sale of 2,800,000 shares of Common Stock, and (Form S-3/A No. 333-44621) pertaining to the Chart Industries, Inc. registration for resale of 89,715 shares of Common Stock of our report dated February 5, 2001, with respect to the consolidated financial statements of Chart Industries, Inc. and subsidiaries included in the Annual Report (Form 10-K) for the year ended December 31, 2000.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio
March 14, 2001