10-K

United States 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, 2003

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	34-1712937
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5885 Landerbrook Drive, Suite 205, Cleveland, Ohio	44124
(Address of principal executive offices)	(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
None	Not Applicable

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

Common Stock, par value $0.01 per share

Title of Class

Warrants to Purchase Common Stock

Title of Class

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. ¨

Indicate by check mark if the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

As of March 15, 2004, the registrant had 5,354,128 shares of Common Stock outstanding.

As of June 30, 2003, the last business day of the Company’s most recently completed second fiscal quarter, the aggregate market value of Common Stock of the registrant held by non-affiliates was $3,452,214 (based upon the average bid and asked price of $0.18 per share of the registrant’s pre-bankruptcy Common Stock on the OTC Pink Sheets on June 30, 2003). For purposes of this calculation, the registrant deems the 7,157,796 shares of the registrant’s pre-bankruptcy Common Stock held by all of its Directors and executive officers as of such date to be the shares of Common Stock held by affiliates.

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be used in connection with its Annual Meeting of Stockholders planned to be held on May 20, 2004 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, 2003.

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Forward-Looking Statements

Chart Industries, Inc. (the “Company” or “Chart”) 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,” “believes,” “projects,” “forecasts,” “continue” or the negative of such terms or comparable terminology. Forward-looking statements contained herein (including future cash contractual obligations) or in other statements made by 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 (including those described in Item 7 below under “Certain Factors that May Affect Future Results and Financial Condition”), could affect its future performance and the liquidity of the Company’s equity securities 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:

• general economic, political, business and market conditions and foreign currency fluctuations

• competition

• decreases in spending by the Company’s industrial customers or the failure of the Company’s industrial customers to make anticipated increases in spending

• the loss of a major customer or customers

• the effectiveness of operational changes expected to increase efficiency and productivity

• the ability of the Company to manage its fixed-price contract exposure

• the ability of the Company to pass on increases in raw material prices

• the Company’s relations with its employees

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

• variability in the Company’s operating results

• the ability of the Company to attract and retain key personnel

• the costs of compliance with environmental matters and responding to potential environmental liabilities

• the ability of the Company to protect its proprietary information

• the ability of the Company to sell certain assets on acceptable terms

• the ability of the Company to successfully realize operational restructuring savings and execute operational restructuring initiatives without unanticipated costs

• the ability of the Company to satisfy covenants under its senior term loan and revolving credit facility and pay down its debt

• the insolvency of the Company’s Wolverhampton, United Kingdom manufacturing facility, operated by Chart Heat Exchangers Limited (“CHEL”) and the commencement of CHEL’s administration proceedings in the United Kingdom, including the potential liability of the Company with respect to CHEL’s obligations

• the threat of terrorism and the impact of responses to that threat

PART I

Item 1. Business

General

The Company 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 205, Cleveland, Ohio 44124, and its telephone number is (440) 753-1490.

The Company manufactures standard and engineered equipment primarily used for low-temperature and cryogenic applications. The Company has developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (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 use of industrial gases and hydrocarbons.

On April 12, 1999, the Company acquired the common stock of MVE Holdings, Inc. (“MVE”) for approximately $2.2 million in cash, redeemed the preferred stock of MVE for approximately $74.6 million and paid approximately $156.1 million to retire MVE’s existing debt obligations. The acquisition of MVE significantly increased the size of the Company and provided other markets for the Company to serve, principally those served by the Company’s Distribution and Storage and Biomedical segments.

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Chapter 11 Filing and Emergence

On July 8, 2003, the Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On September 15, 2003, the Company (as reorganized, the “Reorganized Company” or “Reorganized Chart”) and all of its then majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003 (the “Reorganization Plan”), which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Company’s senior debt of $255.7 million and related interest and fees of $1.9 million were converted into a $120.0 million secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and Chart’s $40.0 million secured debtor-in-possession financing facility was amended and restated as a $40.0 million post-bankruptcy secured revolving credit facility. On September 15, 2003, all of the Company’s common stock, warrants, options and other rights to acquire the Company’s common stock were cancelled, and the Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of new warrants.

The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and the adoption of fresh-start accounting in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) (“Fresh-Start accounting”). The Company used September 30, 2003 as the date for adopting Fresh-Start accounting in order to coincide with the Company’s normal financial closing for the month of September 2003. Upon adoption of Fresh-Start accounting, a new reporting entity was deemed to be created and the recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values. Accordingly, the reported historical financial statements of the Company prior to the adoption of Fresh-Start accounting (the “Predecessor Company”) for periods ended prior to September 30, 2003 are not necessarily comparable to those of the Reorganized Company. In this Annual Report on Form 10-K, references to the Company’s nine-month period ended September 30, 2003 and all periods ended prior to September 30, 2003 refer to the Predecessor Company.

SOP 90-7 requires that financial statements for the period following the Chapter 11 filing through the bankruptcy confirmation date distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, revenues, expenses, realized gains and losses and provisions for losses directly associated with the reorganization and restructuring of the business, including adjustments to fair value assets and liabilities and the gain on the discharge of pre-petition debt, are reported separately as reorganization items, net, in the other (income) expense section of the Predecessor Company’s consolidated statement of operations.

Fresh-Start Adjustments: In accordance with Fresh-Start accounting, all assets and liabilities were recorded at their respective fair values as of September 30, 2003. Such fair values represent the Company’s best estimates based on independent appraisals and valuations.

To facilitate the calculation of the enterprise value of the Reorganized Company, the Company developed a set of five-year financial projections. Based on these financial projections, the enterprise value was determined by a financial advisor, using various valuation methods, including (i) a comparison of the Company and its projected performance to the market values of comparable companies, (ii) a review and analysis of several recent transactions of companies in similar industries to the Company, and (iii) a calculation of the present value of the future cash flows derived from the financial projections, including an assumption for a terminal value, discounted back at the Reorganized Company’s estimated weighted average cost of capital. The estimated enterprise value is highly dependent upon achieving the future financial results set forth in the projections as well as the realization of certain other assumptions, none of which are guaranteed. For Fresh-Start accounting purposes, the estimated enterprise value of the Reorganized Company was calculated to be $190.4 million. In applying Fresh-Start accounting, adjustments to reflect the fair value of assets and liabilities, on a net basis, and the restructuring of the Company’s capital structure and resulting discharge of the senior lender’s pre-petition debt, resulted in net other income of $5.7 million in the third quarter of 2003. The reorganization value exceeded the fair value of the Reorganized Company’s assets and liabilities, and this excess is reported as reorganization value in excess of amounts allocable to identifiable assets in the Reorganized Company’s consolidated balance sheet.

Segments and Products

The Company’s operations are organized within three segments: Biomedical, Distribution and Storage and Energy and Chemicals. Further information about these segments is located in Note L to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

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Biomedical Segment

The Biomedical segment, which accounted for 25 percent of the Company’s sales in 2003, consists of various product lines built around the Company’s core competencies in cryogenics but with a focus on the medical and biological end users of the liquids and gases instead of the large producers and distributors of cryogenic liquids. The Company’s products in the Biomedical segment include the following:

Medical Products

The medical oxygen product line is comprised of 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.

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. Of these modalities, liquid oxygen is generally believed by physicians to offer greater long-term therapeutic benefits by providing the option of increased patient ambulation.

As part of its medical products, the Company has also developed a telemetry product line that focuses primarily on providing distribution routing data to distributors of home health care oxygen. The Company expects this business will expand into other areas of liquid distribution, such as beverage carbon dioxide (“CO₂”) and micro-bulk industrial gases, as the product gains market visibility. The routing data provided has proven to lower distribution costs and make the supply of liquid oxygen more competitive than the existing modes of supply.

The Company’s primary competitor in the medical products line is Puritan-Bennett, a division of Tyco International, Ltd. 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 containment vessels for the storage of biological materials. The primary markets for this product line include medical laboratories, pharmaceutics, research facilities, blood and tissue banks, veterinary laboratories, large-scale repositories and artificial insemination, particularly in the beef and dairy industry.

The number of competitors for biological storage systems includes only a few companies worldwide. These products are sold through multiple channels of distribution specifically applicable to each market sector. The distribution channels range from highly specialized cryogenic storage systems providers to general supply and catalogue distribution operations to breeding service providers. Historically, competition in this field has been focused on design, reliability and price. Additionally, the Company believes its understanding of the end-user’s applications and concerns enables the Company to sell a “total value” package. Alternatives to vacuum insulated containment vessels include mechanical, electrically powered refrigeration.

Magnetic Resonance Imaging (“MRI”) Components

The basis of the MRI technique is that the magnetic properties of certain nuclei of the human body 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 electromagnet 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 components to General Electric Company (“GE”), a leading worldwide manufacturer of MRI equipment.

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Distribution and Storage Segment

Through its Distribution and Storage segment, which accounted for 48 percent of the Company’s sales in 2003, the Company is a leading supplier of cryogenic equipment to the global bulk and packaged industrial gas markets. Demand for the products supplied by this segment is driven primarily by the significant 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. The Company’s products in the Distribution and Storage segment include the following:

Cryogenic Bulk Storage Systems

The Company is a leading supplier of cryogenic bulk storage systems of various sizes ranging from 500 gallons 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 from -100° Fahrenheit to temperatures nearing absolute zero. End use 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. Global industrial gas producers, including Air Liquide, Air Products and BOC, are the principal customers for the Company’s cryogenic bulk storage systems. Additionally, in the North American market industrial gas distributors such as Airgas are significant customers. On a worldwide basis, the Company competes primarily with Harsco in this product area. In the European and Asian markets, the Company competes with several suppliers owned by global industrial gas producers.

Cryogenic Packaged Gas Systems

The Company is a leading supplier of cryogenic packaged gas systems of various sizes ranging from 160 liters to 2,000 liters. 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 or fill on site basis. Principal customers for the Company’s liquid cylinders are the same global industrial gas producers and the North American industrial gas distributors who purchase the Company’s cryogenic bulk storage systems. The Company competes on a worldwide basis primarily with Harsco in this product area. The Company has developed two 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 is the substantial market leader in this growing product line. The Tri-fecta^® Laser Gas assist system was developed to meet the “assist gas” performance requirements for new high powered lasers being used in the metal fabrication industry.

Cryogenic Systems and Components

The Company’s line of cryogenic components, including vacuum-insulated pipe, engineered bulk gas installations and specialty liquid nitrogen end-use equipment 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 systems and components, including Acme Cryogenics, Vacuum Barriers and others.

Beverage Liquid CO₂ Systems

This product line consists primarily of vacuum-insulated, bulk liquid CO₂ containers used for beverage carbonation in restaurants, convenience stores and cinemas, in sizes ranging from 100 pounds to 750 pounds of liquid CO₂ storage. The Company also manufactures and markets non-insulated, bulk fountain syrup containers for side-by-side installation with its CO₂ systems. The Company’s beverage systems are sold to national restaurant chains, soft drink companies and CO₂ distributors. The Company’s primary competitors for its bulk liquid CO₂ beverage delivery systems are producers of high-pressure gaseous CO₂ systems and sellers of bulk liquid CO₂ beverage systems.

The Company has also begun to market cryogenic and non-cryogenic nitrogen dispensing systems for use in conjunction with the Company’s beverage liquid CO₂ systems for the dispensing of draught beer. These mixed gas dispense systems serve a major share of the beverage market in the United Kingdom, and the Company is leading the market penetration of these systems in North America.

Cryogenic Services

The Company operates three locations providing installation, service and maintenance of cryogenic products including storage tanks, liquid cylinders, cryogenic trailers, cryogenic pumps and vacuum-insulated pipe.

Energy and Chemicals Segment

The Company’s principal products within the Energy and Chemicals segment, which accounted for 27 percent of sales in 2003, are focused on process equipment, primarily heat exchangers, coldboxes and liquefied natural gas (“LNG”) fuel systems, used by major natural gas, petrochemical processing and industrial gas 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 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. 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. Heat exchangers are customized to the customer’s requirements and range in price from approximately $30,000 for a relatively simple unit to as high as $10 million for a major project.

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Management anticipates the return of demand for its heat exchangers in 2004, resulting substantially from anticipated increased activity in the LNG, petrochemical and natural gas segments of the hydrocarbon processing market. In particular, management believes that continuing efforts by petroleum producing countries to make better use of stranded natural gas and previously flared gases, as well as efforts to broaden their industrial base, present a promising source of demand for the Company’s heat exchangers and cold box systems. 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 more effectively balance the Company’s production capacity with worldwide demand, the Company now operates only one heat exchanger facility, located in the United States. The Company announced the closure of its heat exchanger manufacturing facility in Wolverhampton, United Kingdom, in 2002 and completed the closure in the first quarter of 2003.

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 is the leader in the global heat exchanger market. Major customers for the Company’s heat exchangers in the industrial gas market include Air Liquide, Air Products, MG Industries and Praxair. In the hydrocarbon processing market, major customers include BP Amoco/Arco, Exxon/Mobil, Chevron/Texaco, Conoco/Phillips and contractors such as ABB Lummus, Bechtel and KBR.

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 Linde, Air Products and many smaller fabrication-only facilities around the world. Principal customers for the Company’s cold boxes include Air Liquide, ABB Lummus, BP Amoco/Arco, Bechtel, Lurgi, Stone and Webster, and KBR.

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 (“LCNG”) refueling systems for centrally fueled fleets of vehicles powered by natural gas, 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 as a fuel, the Company is not aware of any viable alternatives to vacuum-insulated containers for LNG fueling and storage systems.

Market Overview

The Company is committed to being the preferred global supplier of standard and engineered equipment required throughout the cryogenic liquid supply chain. This liquid supply chain spans all the major market steps and includes cryogenic liquid production, purification, distribution, storage and many end-user applications where cryogenic liquids are finally converted into the desired gases. To achieve this goal, the Company serves a wide variety of markets including industrial gas, hydrocarbon processing, alternative transportation fuels, home healthcare and biomedical research, to name just a few.

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, all of 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.

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The home healthcare and biomedical research markets are served principally by the Company’s Biomedical segment. Management expects these markets to continue to grow due to the aging of the baby-boomer generation and initiatives in response to bio-terrorism, which include the use of biological agents as weapons. The aging of the U.S. population is anticipated to create an increase in the number of home-health patients (and healthcare patients in general), especially as home-based care is seen as more cost-effective than institutional care. This factor, coupled with an increased focus on quality of care, is expected to increase the demand for respiratory therapy and home-based oxygen devices, which the Biomedical segment’s products service. Similarly, the development of initiatives in response to acts of bio-terrorism should drive greater demand for the Company’s biological storage products, in particular for storing tissue and bacteria samples. Growth in this market is further driven by pharmaceutical research and developmental expenses, and increases in National Institute of Health funding and genomics research funding.

Management believes that global expansion of the markets that the Company serves provides an attractive opportunity for growth. Prior to 2003, 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. This trend continued in 2003, but the Company’s international operations in Australia, China, Czech Republic, Germany and the United Kingdom also experienced increases in their local markets as they expanded to include customers that are principally foreign-based. This overall growth in international markets is due to several factors, including rapid growth in the use of industrial gases in developing countries, particularly in Asia, the use of LNG as an alternative vehicle fuel and power-generating feedstock, the migration from high-pressure cylinders to liquid cylinders and the use of telemetry to improve distribution logistics. This growth has led to an overall increase in the percentage of the Company’s international sales, which were 49 percent in 2003, compared with 33 percent in 2002 and 34 percent in 2001. Further information about the Company’s international business, deferred taxes and long-lived assets is located in Notes A, F and L, respectively, to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

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 markets its products and services throughout the world primarily through 114 direct sales personnel and 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 and sales representative is expected to develop a highly specialized knowledge of one product or group of products within a segment of the Company, each salesperson and certain sales representatives are now able to sell many products from different segments to a single customer. The Company uses independent sales representatives and distributors to market its products and services in certain foreign countries that the Company serves and in certain North American markets. 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.

Backlog

The dollar amount of the Company’s backlog at December 31, 2003 and 2002 was $49.6 million and $68.7 million, respectively. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that the Company has not recognized as revenue under the percentage of completion method or based upon shipment. All of the Company’s December 31, 2003 backlog is scheduled to be recognized as sales during 2004. Backlog can be significantly affected by the timing of orders for large products, particularly in the Energy and Chemicals segment, and the amount of backlog at December 31, 2003 described above is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. Further information about the Company’s backlog, including backlog by segment, is located in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K, which is incorporated herein by reference.

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Customers

The Company sells its products to gas producers, distributors and end-users across the industrial gas, hydrocarbon and chemical processing industries in countries all over the world. Approximately 49 percent, 33 percent and 34 percent of sales were international in 2003, 2002 and 2001, respectively. While no single customer exceeded ten percent of consolidated sales in 2003, 2002 or 2001, sales to the Company’s top ten customers accounted for 43 percent, 41 percent and 40 percent of consolidated sales in 2003, 2002 and 2001, respectively. The Company’s sales to particular customers fluctuate from period to period, but the gas producer customers of the Company’s Energy and Chemicals segment tend to be a consistently large source of revenue for the Company. To minimize credit risk from trade receivables, the Company reviews the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitors the financial condition of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the Energy and Chemicals segment, the Company requires advance payments, letters of credit and other such guarantees of payment. Certain customers also require the Company to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. The Company believes its relationships with its customers are generally good, but were strained by the prolonged restructuring of the Company’s senior debt and the resultant reorganization under Chapter 11 of the U.S. Bankruptcy Code.

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, piping, valves and gauges, palladium oxide, carbon steel heads and plate and nine percent nickel steel heads and plate. Most raw materials are available from multiple sources of supply. The Company believes its relationships with its raw material suppliers and other vendors are generally good, but were strained by the prolonged restructuring of the Company’s senior debt and the resultant reorganization under Chapter 11 of the U.S. Bankruptcy Code. These relationships were improved by the fact that the Company paid all vendors in full for both pre-petition and post-petition liabilities during its reorganization.

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 that would have a material adverse effect on its operations.

Employees

As of December 31, 2003, the Company had 1,524 employees, including 1,044 domestic employees and 480 international employees. These employees consisted of 457 salaried, 433 union hourly and 634 non-union hourly employees. The salaried employees included 87 engineers and draft-persons and 370 other professional, technical and clerical personnel.

The Company is a party to three collective bargaining agreements through its operating subsidiaries. The agreement with the International Association of Machinists and Aerospace Workers covering 196 employees at the Company’s La Crosse, Wisconsin heat exchanger facility expires February 3, 2007. The agreement with the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers covering 44 employees at the Company’s Plaistow, New Hampshire facility expires August 25, 2006. In 2004, the Company also entered into a final settlement and termination of bargaining relationship agreement with its Plaistow employees related to the pending closure of this facility. The agreement with the United Steel Workers covering 193 employees at the Company’s New Prague, Minnesota facility expires January 15, 2006. Since the acquisition of each of its operating units, the Company has not had any work stoppages or strikes. The Company believes its relationships with its employees are generally good.

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 handling, management, use, 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 program to maintain the Company’s adherence to required standards.

The Company is involved with environmental compliance, investigation, monitoring and remediation activities at certain of its owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believes it is currently in substantial compliance with all known environmental regulations. The Company

8

accrues for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 10 to 15 years as ongoing 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. The Company believes that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations.

Available Information

The Company’s Internet website address is www.chart-ind.com. The Company makes available free of charge on www.chart-ind.com its annual, quarterly and current reports, proxy statements and other documents as soon as reasonably practical after the Company electronically files such material with, or furnishes it to, the SEC. However, the information found on the Company’s website is not part of this Annual Report on Form 10-K or any other report or statement that the Company files with the SEC. The public may read and copy any material that the Company files with the SEC at the SEC’s Public Reference Room located at 450 Fifth Street, NW, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains a website, www.sec.gov, that contains reports, proxy statements and other information filed by the Company with the SEC.

Item 2. Properties

The Company occupies 18 principal facilities totaling approximately 1.7 million square feet, with the majority devoted to manufacturing, assembly and storage. Of these manufacturing facilities, approximately 1.5 million square feet are owned and 0.2 million square feet are occupied under operating leases. The Company considers its manufacturing facilities more than sufficient to meet its current and planned operational needs. The Company leases approximately 6,800 square feet for part of its executive offices in Cleveland, Ohio. The Company’s owned facilities in the United States are subject to mortgages securing the Company’s senior term loan and revolving credit facilities.

As further described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note D to the Company’s consolidated financial statements included in Items 7 and 8, respectively, of this Annual Report on Form 10-K, which are incorporated herein by reference, as a result of its operational restructuring activities, the Company is in the process of closing its Biomedical segment manufacturing and office facility in Burnsville, Minnesota and warehouse and sales office in Solingen, Germany, and its Distribution and Storage manufacturing facility in Plaistow, New Hampshire. The Company is currently attempting to sell its Burnsville, Minnesota manufacturing and office facility and a vacant building located at its New Prague, Minnesota facility. The proceeds of such sales will be used to pay down debt outstanding under an industrial revenue bond and the balance will be available for working capital purposes.

9

The following table sets forth certain information about facilities occupied by the Company as of March 2004:

Location	Segment	Sq. Ft.	Ownership	Use
Burnsville, Minnesota (1)	Biomedical	91,700	Owned	Manufacturing/Office
Denver, Colorado	Biomedical	109,000	Owned	Manufacturing/Office
Middlesex, United Kingdom	Biomedical	8,000	Leased	Office/Warehouse
Middlesex, United Kingdom (2)	Biomedical	7,500	Leased	Warehouse
Solingen, Germany (1)	Biomedical	2,600	Leased	Office/Warehouse
Yennora, Australia	Biomedical	7,000	Leased	Office/Warehouse
Plaistow, New Hampshire (1)	Distribution & Storage	164,400	Owned	Manufacturing/Office
Canton, Georgia	Distribution & Storage	138,000	Owned	Manufacturing/Office
Houston, Texas	Distribution & Storage	22,000	Owned	Manufacturing
Holly Springs, Georgia	Distribution & Storage	6,000	Leased	Manufacturing
New Prague, Minnesota New Prague, Minnesota New Prague, Minnesota New Prague, Minnesota New Prague, Minnesota (1)	Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage	200,000 15,000 6,000 16,000 8,000	Owned Owned Owned Owned Owned	Manufacturing Manufacturing Manufacturing Office Manufacturing
Decin, Czech Republic	Distribution & Storage	493,000	Owned	Manufacturing/Office
Solingen, Germany	Distribution & Storage	3,000	Leased	Office
Zhangiajang, China	Distribution & Storage	30,000	Leased	Manufacturing
Changzhou, China	Distribution & Storage	21,500	Leased	Manufacturing/Office
La Crosse, Wisconsin	Energy & Chemicals	149,000	Owned	Manufacturing/Office
Wolverhampton, United Kingdom	Energy & Chemicals	1,600	Leased	Office
New Iberia, Louisiana	Energy & Chemicals	62,400	Leased	Manufacturing
Houston, Texas	Energy & Chemicals	13,100	Leased	Office
Clarksville, Arkansas (3)	Corporate	110,000	Owned	Manufacturing/Office
Cleveland, Ohio	Corporate	6,800	Leased	Office

⁽¹⁾ Recently closed or subject to closure and/or sale as described above.

⁽²⁾ Facility is leased on a month-to-month basis and will be vacated upon completion of the move into the other Middlesex, United Kingdom facility.

⁽³⁾ Facility is leased from the Company with a purchase option, by the company that purchased certain assets and liabilities of the Company’s former Greenville Tube, LLC stainless steel tubing business.

10

Item 3. Legal Proceedings

The Company was named as a defendant in several similar civil cases pending related to an accident occurring on December 7, 2000 at a nursing home outside Dayton, Ohio. A nitrogen tank was connected to the nursing home’s oxygen system resulting in the immediate death of four elderly patients and injuries to three additional patients from inhaling the nitrogen. The seven claims originally filed against the Company in these cases included negligence, strict product liability, failure to warn, negligence per se, breach of warranty, punitive damages, wrongful death, loss of consortium and negligent infliction of emotional distress. The allegations underlying the claims include defective or deficient manufacture, construction, design, labeling, formulation and warnings with regard to a cylinder. Certain co-defendants were criminally indicted in this matter. The Company, however, was never indicted. The trial in the criminal matter of the State of Ohio vs. BOC Gases, et al., was heard in May 2002. The trial lasted three days and resulted in a directed verdict in favor of the defendants. A second criminal trial, State of Ohio vs. I.H.S. Carriage-by-the-Lake, concluded in October 2002. I.H.S. Carriage-by-the-Lake, Inc. (“IHS”) plead guilty to four counts of involuntary manslaughter. IHS was fined $60,000 and ordered to undergo a three-year court-ordered operational change. The Company was subsequently dismissed from three of the civil cases. On February 10, 2004, the plaintiffs dismissed the four remaining cases.

In March 2003, the Company completed the closure of its Wolverhampton, United Kingdom manufacturing facility, operated by CHEL, and all current heat exchanger manufacturing is being conducted at the Company’s LaCrosse, Wisconsin facility. On March 28, 2003, CHEL filed for a voluntary administration under the U.K. Insolvency Act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. Additionally, CHEL’s net pension plan obligations increased significantly, primarily due to a decline in plan asset values and interest rates, resulting in an estimated plan deficit of approximately $12 million. Based on the Company’s financial condition, in March 2003 the Company determined not to advance funds to CHEL in amounts necessary to fund CHEL’s obligations. CHEL did not have the necessary funds to enable it to fund its net pension plan deficit, pay remaining severance due to former employees or pay other creditors. As a result, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a United Kingdom pension regulatory board, which approved the wind-up as of March 28, 2003. At the present time, the Company is unable to determine the financial impact of the April 1, 2003 approval of insolvency administration for CHEL and the related wind-up of CHEL’s United Kingdom pension plan. The Company can provide no assurance that claims will not be asserted against the Company for these obligations of CHEL. To the extent the Company has significant liability with respect to CHEL’s obligations as a result of CHEL’s insolvency, such liability could have a material adverse impact on the Company’s liquidity and its financial position.

On July 8, 2003, the Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the Bankruptcy Court. On September 15, 2003, the Company (as reorganized, the “Reorganized Company”) and all of its majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003 (the “Reorganization Plan”), which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Company’s senior debt of $255.7 million and related interest and fees of $1.9 million were converted into a $120.0 million secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and the Company’s $40.0 million secured debtor-in-possession financing facility was amended and restated as a $40.0 million post-bankruptcy secured revolving credit facility. In addition, on September 15, 2003, all of the Company’s common stock, warrants, options and other rights to acquire the Company’s common stock were cancelled, and the Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of new warrants. Further information concerning the Company’s Chapter 11 reorganization is set forth in the Reorganization Plan and the related Confirmation Order of the Bankruptcy Court, which were filed as exhibits to the Company’s Current Reports on Form 8-K and Form 8-K/A, each dated September 4, 2003. The Company continues to resolve a number of proofs of claim asserted in the bankruptcy proceedings, including a finder’s fee claim asserted in the amount of $2.3 million by a former significant stockholder of the Company, against which the Company has filed an objection in the U.S. Bankruptcy Court and will vigorously defend if necessary.

The Company is a party to other legal proceedings incidental to the normal course of its business. Based on the Company’s historical experience in litigating these actions, as well as the Company’s current assessment of the underlying merits of the actions and applicable insurance, management believes that the final resolution of these matters will not have a material adverse affect on the Company’s financial position, liquidity, cash flows or results of operations.

11

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

Not applicable.

Executive Officers of the Registrant

Certain information as of March 30, 2004 regarding each of the Company’s executive officers is set forth below:

Name	Age	Position
Samuel F. Thomas	52	Chief Executive Officer and President, Director
Michael F. Biehl	48	Chief Financial Officer and Treasurer
Charles R. Lovett	60	Vice President of Manufacturing

Samuel F. Thomas has been Chief Executive Officer and President of the Company since October 2003. Prior to joining the Company, Mr. Thomas was Executive Vice President of Global Consumables at ESAB Holdings Ltd. (“ESAB”), a manufacturer of consumables and equipment for welding and cutting processes and applications, headquartered in London, United Kingdom. In addition to his most recent position at ESAB, Mr. Thomas was responsible for several other divisions within ESAB at various times during his employment. Prior to joining ESAB in February 1999, Mr. Thomas was Vice President of Friction Products for Federal Mogul, Inc. Mr. Thomas completed the Advanced Management Program at INSEAD in Fontainebleau, France and also holds a BSME degree from the Rensselaer Polytechnic Institute in Troy, New York.

Michael F. Biehl has been the Chief Financial Officer and Treasurer of the Company since July 2001. Prior to joining the Company, Mr. Biehl served as Vice President, Finance and Treasurer at Oglebay Norton Company, a publicly held company that provides industrial minerals to a broad range of industries. Prior to joining Oglebay Norton in 1992, Mr. Biehl worked in the audit practice of Ernst & Young, LLP in Cleveland, Ohio from 1978 to 1992. Mr. Biehl, a Certified Public Accountant, holds a BBA in Accounting from Ohio University and an MBA from Northwestern University’s Kellogg Graduate School of Management.

Charles R. Lovett has been Vice President of Manufacturing for the Company since October 2002. Mr. Lovett has served in various roles with the Company and its predecessors since 1978, including Vice President, Manufacturing, Koch Process Systems, Inc. until 1988, Vice President, Operations, AMW Industries until January 1991, President, Process Systems International, Inc. until 1994, President, Process Engineering, Inc. until 1999, and Vice President, Operations, Ferox a.s. in the Czech Republic. Mr. Lovett holds a Bachelors degree in Mechanical Engineering Technology from the University of Dayton.

Directors of the Registrant

Certain information as of March 30, 2004 regarding each of the Company’s Directors is set forth below:

William T. Allen.    Mr. Allen has served as a Director of the Company since September 2003. Mr. Allen is a Managing Director at TRG, a turnaround and crisis management firm.

Oliver C. Ewald.    Mr. Ewald was appointed as a Director of the Company in February 2004. Mr. Ewald is a Principal at the Audax Group, a private investment management firm that specializes in investing in middle market companies and managing equity and debt funds for investment in companies at various stages of business growth.

Michael P. Harmon.    Mr. Harmon has served as a Director of the Company since September 2003. He is a Senior Vice President in the Principal Activities Group of Oaktree Capital Management, LLC (“Oaktree”), a private investment management firm that specializes in inefficient markets and alternative investments.

Arthur S. Holmes.    Mr. Homes has served as a Director of the Company since its formation in June 1992. Mr. Holmes retired as Chairman and Chief Executive Officer of the Company in late 2003.

Stephen A. Kaplan.    Mr. Kaplan has served as a Director of the Company since September 2003. He is a principal of Oaktree and the co-head of Oaktree’s Principal Activities Group.

Samuel F. Thomas.    Mr. Thomas has been Chief Executive Officer, President and a Director of the Company since October 2003.

Timothy J. White.    Mr. White has served as a Director of the Company since September 2003. He is a Managing Director at the Audax Group.

PART II

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

Market Information and Dividends

Prior to April 4, 2003, the Predecessor Company’s common stock was traded on the New York Stock Exchange (“NYSE”) under the symbol “CTI.” The Predecessor Company was notified on April 4, 2003 that its common stock was being immediately suspended from trading on the NYSE and that the delisting of the Predecessor Company’s common stock from the NYSE was pending the completion of applicable procedures due to the Company’s inability to meet the NYSE continued listing criteria. From April 4, 2003 through September 15, 2003, the Predecessor Company’s common stock was traded on the over-the-counter (“OTC”) market Pink Sheets under the symbol “CTIT.” Upon the Predecessor Company’s emergence from Chapter 11 bankruptcy proceedings on September 15, 2003, all previously issued common stock was cancelled and new common stock was issued. Trading in the Reorganized Company’s new common stock commenced on the OTC market in October 2003 and is currently quoted on the OTC Bulletin Board under the symbol “CIDI.”

The high and low sales prices per share for the Reorganized Company’s common stock reported on the OTC Market in the fourth quarter of 2003 are set forth in the table below. These prices do not include retail mark-ups, mark-downs or commissions.

Quarter 2003	High		Low
4th	$	30.00	$	21.00

The Company did not pay any dividends in 2003 or 2002 and has no present intention of paying cash dividends to its shareholders in the future.

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Limitations on the Payment of Dividends

Under the Company’s senior term loan and revolving credit facility, the Company is restricted from paying cash dividends on its common stock, but is permitted to pay dividends payable in shares of common stock upon the approval of the Company’s Board of Directors.

Related Stockholder Matters

Shareholders of record on February 29, 2004 numbered 936. The Company estimates that an additional 3,500 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 in the period ended December 31, 2003. 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.

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share amounts)

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001			2000			1999
Statement of Operations Data:
Sales	$	68,570		$	197,017		$	276,353		$	305,288		$	301,914		$	271,724
Gross profit		16,061			55,777			70,758			79,022			87,110			70,610
Loss on insolvent subsidiary (1)					13,682
Goodwill impairment charge (2)								92,379
Employee separation and plant closure costs (income)		1,010			882			13,887			2,375			(614	)		11,982
Operating income (loss)		863			(2,988	)		(100,818	)		17,027			26,766			(14,817	)
Reorganization items, net (3)					5,677
Interest expense – net		(1,390	)		(9,911	)		(17,612	)		(21,589	)		(26,676	)		(15,854	)
Net income (loss)		31			(7,085	)		(130,785	)		(5,158	)		2,155			(36,280	)
Income (Loss) per Common Share:
Net income (loss) – basic and assuming dilution	$	0.01		$	(0.27	)	$	(5.22	)	$	(0.21	)	$	0.09		$	(1.53	)
Other Financial Data:
Depreciation and amortization	$	2,225		$	7,607		$	11,377		$	16,308		$	16,299		$	16,520
Cash provided by (used in) operating activities		4,988			19,466			5,254			7,458			11,487			(6,730	)
Cash provided by (used in) investing activities		154			15,101			1,283			(6,261	)		(304	)		(81,798	)
Cash (used in) provided by financing activities		(13,976	)		(15,907	)		(17,614	)		504			(9,759	)		87,019
Dividends																	2,370
Dividends per share																$	0.10
Balance Sheet Data:
Cash and cash equivalents	$	18,600		$	27,815		$	7,225		$	11,801		$	4,921		$	2,314
Working capital (deficit)(4)		62,281			63,641			(201,086	)		56,276			42,524			50,087
Total assets		299,637			299,745			279,294			408,980			429,843			424,570
Long-term debt		109,081			122,537			1,161			259,120			244,386			259,336
Total debt		112,561			126,012			263,900			272,083			269,870			278,672
Shareholders’ equity (deficit)		90,807			89,865			(81,617	)		49,340			54,844			55,512

⁽¹⁾ In March 2003, the Company completed the closure of its Wolverhampton, United Kingdom manufacturing facility, operated by Chart Heat Exchangers Limited (“CHEL”). On March 28, 2003 CHEL filed for voluntary administration under the U.K. Insolvency act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. In accordance with SFAS No. 94, “Consolidation of All Majority-Owned Subsidiaries,” the Company is not consolidating the accounts or financial results of CHEL subsequent to March 28, 2003 due to the assumption of control of CHEL by the insolvency administrator. Effective March 28, 2003, the Company recorded a non-cash impairment charge of $13.7 million to write off its net investment in CHEL.

13

⁽²⁾ In 2002, the Company recorded a non-cash impairment charge of $92.4 million to write off non-deductible goodwill of the Distribution and Storage segment. Further information about this charge is found in Note A to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

⁽³⁾ In September 2003, in accordance with Fresh-Start accounting, all assets and liabilities were adjusted to their fair values. The adjustment to record the assets and liabilities at fair value resulted in net other income of $5.7 million. Further information about the adjustment is located in Note A to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

⁽⁴⁾ As of December 31, 2002, the Company was in default on its senior debt due to violations of financial covenants. In April 2003, the Company’s senior lenders waived all defaults existing at December 31, 2002 and through April 30, 2003. Since the waiver of defaults did not extend until January 1, 2004, this debt was classified as a current liability on the Company’s consolidated balance sheet as of December 31, 2002, causing a working capital deficit as of such date. Further information about the Company’s debt and credit arrangements is found in Note C to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

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

Chapter 11 Filing and Emergence

On July 8, 2003, the Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On September 15, 2003, the Company (as reorganized, the “Reorganized Company” or Reorganized Chart”) and all of its then majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003 (the “Reorganization Plan”), which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Company’s senior debt of $255.7 million and related interest and fees of $1.9 million were converted into a $120.0 million secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and Chart’s $40.0 million secured debtor-in-possession financing facility was amended and restated as a $40.0 million post-bankruptcy secured revolving credit facility. On September 15, 2003, all of the Company’s common stock, warrants, options and other rights to acquire the Company’s common stock were cancelled, and the Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of new warrants.

The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and the adoption of fresh-start accounting in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) (“Fresh-Start accounting”). The Company used September 30, 2003 as the date for adopting Fresh-Start accounting in order to coincide with the Company’s normal financial closing for the month of September 2003. Upon adoption of Fresh-Start accounting, a new reporting entity was deemed to be created and the recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values. Accordingly, the reported historical financial statements of the Company prior to the adoption of Fresh-Start accounting (the “Predecessor Company”) for periods ended prior to September 30, 2003 are not necessarily comparable to those of the Reorganized Company. In this Annual Report on Form 10-K, references to the Company’s nine-month period ended September 30, 2003 and all periods ended prior to September 30, 2003 refer to the Predecessor Company.

SOP 90-7 requires that financial statements for the period following the Chapter 11 filing through the bankruptcy confirmation date distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, revenues, expenses, realized gains and losses and provisions for losses directly associated with the reorganization and restructuring of the business, including adjustments to fair value assets and liabilities and the gain on the discharge of pre-petition debt, are reported separately as reorganization items, net, in the other (income) expense section of the Predecessor Company’s consolidated statement of operations for the nine months ended September 30, 2003.

14

Overview

The Company finished 2003 with some positive momentum, after experiencing several challenges during the year. The most significant challenge was the Company’s reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company had been in a highly leveraged situation ever since its acquisition of MVE Holdings, Inc. (“MVE”) in April 1999. Due to declines in early 1999 in the markets served by the Company’s Energy and Chemicals and Distribution and Storage segments, the Company violated in the second quarter of 1999 loan covenants under its original $300.0 million consolidated credit and revolving loan facility entered into in April 1999 (the “Old Credit Facility”). From that point forward until the Company’s emergence from Chapter 11 proceedings on September 15, 2003, executive management of the Company invested significant efforts to find solutions to the Company’s high-leverage situation, ranging from seeking permanent and temporary amendments to the Old Credit Facility, generating cash through the sales of certain non-core assets, attempting to raise capital through both new equity and debt financing and ultimately by reorganizing under the U.S. Bankruptcy Code with a prepackaged plan.

Coupled with the Company’s high-leverage situation, the Company experienced prolonged downturns in its core markets over the past several years. This resulted in the Company carrying an overall cost structure that was too high, primarily due to the numerous facilities occupied by the Company and the related fixed costs. Starting in 2002, the Company implemented a restructuring plan to identify the core manufacturing facilities it would occupy in response to the depressed market environment and its high leverage, resulting in the closure or planned closure of the non-core facilities. The Company continued to carry out its restructuring plan during 2003 as it completed the closures of two facilities in the first quarter of 2003 and one facility in the third quarter of 2003. The Company also announced the closures of two additional facilities that it expects to complete during 2004. As a result of these efforts, the Company expects to have reduced the overall number of facilities it occupies from 22 in late 2001 to 14 by the end of 2004. Management believes these operational restructuring efforts will position the Company for significant improvements in operating performance and enable the Company to better weather future downturns in its markets.

Due to the extended periods of time from receipt of customer orders to final completion and shipment of products, particularly in the Energy and Chemicals segment, the Company believes that signed customer orders are a significant indicator of its future financial performance. As a result, the Company measures and internally reports orders on a daily basis in an effort to stay current with market trends and make corresponding timely decisions regarding material purchases, headcount and other operating issues. Management believes the Company’s more recent strong 2003 fourth quarter and 2004 first quarter orders, particularly in the Energy and Chemicals segment, rather than orders received during the nine months ended September 30, 2003, better reflect the Company’s current opportunities and the overall market activity.

As a result of the bankruptcy reorganization, the operational restructuring activities and the belief that the markets served by the Energy and Chemicals segment will recover in 2004 from their prolonged slump, the Company believes it is well positioned for sales and earnings growth in 2004 in comparison to the very challenging year ended December 31, 2003. Management believes it will be able to operate within the covenant constraints and payment obligations of its current credit agreements, with its efforts directed toward enhancing the value of the business for the Company’s shareholders.

15

Presentation of Combined 2003 Results of Operations

Due to the adoption of Fresh-Start accounting as of September 30, 2003, Reorganized Chart’s balance sheet, statement of operations and statement of cash flows have not been prepared on a consistent basis with, and are therefore generally not comparable to, those of the Predecessor Company prior to the application of Fresh-Start accounting. In accordance with SOP 90-7, Reorganized Chart’s balance sheet, statement of operations and statement of cash flows have been presented separately from those of the Predecessor Company.

Reorganized Chart’s results of operations, other than cost of sales – fresh-start fair value adjustment, interest expense, net and financing costs amortization, were generally not significantly affected by the adoption of Fresh-Start accounting. Therefore, the Predecessor Company’s 2003 amounts have been combined with Reorganized Chart’s 2003 amounts for comparison and analysis purposes in this Item 7. See the table below for reference:

	Combined			Reorganized Company			Predecessor Company
	Year Ended December 31, 2003			Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Year Ended December 31, 2002
Sales	$	265,587		$	68,570		$	197,017		$	276,353
Cost of sales		188,381			47,141			141,240			205,595
Cost of sales – fresh-start fair value adjustment		5,368			5,368
Gross profit		71,838			16,061			55,777			70,758
Selling, general and administrative expense		58,358			14,147			44,211			65,679
Goodwill impairment charge											92,379
Employee separation and plant closure costs		1,892			1,010			882			13,887
Loss on insolvent subsidiary		13,682						13,682
Equity loss (income) in joint venture		41			41						(369	)
		73,973			15,198			58,775			171,576
Operating income (loss)		(2,135	)		863			(2,998	)		(100,818	)
Other income (expense):
Gain on sale of assets		4,810			57			4,753			1,420
Interest expense, net		(11,301	)		(1,390	)		(9,911	)		(17,612	)
Financing costs amortization		(1,653	)					(1,653	)		(3,159	)
Derivative contracts valuation income (expense)		(343	)		46			(389	)		(1,564	)
Foreign currency gain (loss)		63			350			(287	)		(1,081	)
Reorganization items, net		5,677						5,677
		(2,747	)		(937	)		(1,810	)		(21,996	)
Loss from continuing operations before income taxes and minority interest		(4,882	)		(74	)		(4,808	)		(122,814	)
Income tax (benefit) expense:
Current		(2,078	)		(125	)		(1,953	)		953
Deferred		5,000						5,000			10,183
		2,922			(125	)		3,047			11,136
(Loss) income from continuing operations before minority interest		(7,804	)		51			(7,855	)		(133,950	)
Minority interest, net of taxes		(83	)		(20	)		(63	)		(52	)
(Loss) income from continuing operations		(7,887	)		31			(7,918	)		(134,002	)
Income from discontinued operation		833						833			3,217
Net (loss) income	$	(7,054	)	$	31		$	(7,085	)	$	(130,785	)

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Operating Results

The following table sets forth the percentage relationship that each line item in the Company’s consolidated statements of operations represents to sales in the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001.

	Reorganized Company		Predecessor Company
	Three Months Ended December 31, 2003		Nine Months Ended September 30, 2003		Years Ended December 31,
					2002		2001
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales (1)	76.6		71.7		74.4		74.1
Gross profit	23.4		28.3		25.6		25.9
Selling, general and administrative expense (2)	20.6		22.5		23.8		18.1
Goodwill impairment charge					33.4
Goodwill amortization expense							1.6
Employee separation and plant closure costs	1.5		0.4		5.0		0.8
Loss on insolvent subsidiary			6.9
Equity expense (income) in joint venture	0.1				(0.1	)	(0.2	)
Operating income (loss)	1.2		(1.5	)	(36.5	)	5.6
Gain on sale of assets	0.1		2.4		0.5		0.2
Interest expense, net	(2.1	)	(5.0	)	(6.4	)	(7.1	)
Financing costs amortization			(0.9	)	(1.1	)	(0.5	)
Derivative contracts valuation income (expense)	0.1		(0.2	)	(0.6	)	(0.9	)
Foreign currency income (loss)	0.5		(0.1	)	(0.4	)	(0.1	)
Reorganization items, net			2.8
Income tax (benefit) expense	(0.2	)	1.5		4.0		0.1
Loss from continuing operations before cumulative effect of change in accounting principle			(4.0	)	(48.5	)	(2.9	)
Cumulative effect of change in accounting principle, net of taxes							(0.1	)
Income from discontinued operation, net of tax			0.4		1.2		1.3
Net income (loss)			(3.6	)	(47.3	)	(1.7	)

⁽¹⁾ Includes non-cash inventory valuation charges of $5.4 million, $0.5 million, $1.5 million and $2.6 million, representing 7.9 percent, 0.2 percent, 0.5 percent and 0.8 percent of sales, for the three months ended December 31, 2003, nine months ended September 30, 2003 and years ended December 31 2002 and 2001, respectively.

⁽²⁾ Includes $6.4 million, $4.9 million and $0.3 million, representing 3.2 percent, 1.7 percent and 0.1 percent of sales, for professional fees incurred by the Company related to its debt restructuring activities for the nine months ended September 30, 2003 and years ended December 31, 2002 and 2001 respectively.

Orders and Backlog

The Company considers orders to be those for which the Company has received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that the Company has not recognized as revenue under the percentage of completion method or based upon shipment. The dollar amount of the Company’s backlog at December 31, 2003 and 2002 was $49.6 million and $68.7 million, respectively. The decrease is primarily attributable to the completion by the Energy and Chemicals segment in 2003 of a significant order received in 2002 from Bechtel related to a Trinidad LNG project. All of the Company’s December 31, 2003 backlog is scheduled to be recognized as sales during 2004. Backlog can be significantly affected by the timing of orders for large products, particularly in the Energy and Chemicals segment, and the amount of backlog at December 31, 2003 described above is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales.

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The table below sets forth orders and backlog by segment for the last three years.

	Combined		Reorganized Company		Predecessor Company
	Year Ended December 31, 2003		Three Months Ended December 31, 2003		Nine Months Ended September 30, 2003		Years Ended December 31,
							2002		2001
	(Dollars in thousands)
Orders
Biomedical	$	67,243	$	14,492	$	52,751	$	66,265	$	59,536
Distribution and Storage		135,701		34,584		101,117		129,083		167,061
Energy and Chemicals		51,111		18,374		32,737		91,095		62,230
Total	$	254,055	$	67,450	$	186,605	$	286,443	$	288,827
Backlog
Biomedical			$	1,808	$	2,517	$	1,790	$	4,291
Distribution and Storage				25,288		24,821		23,311		28,042
Energy and Chemicals				22,539		24,443		43,619		30,866
Total			$	49,635	$	51,781	$	68,720	$	63,199

The Company believes its 2003 orders of $254.1 million decreased from 2002 orders of $286.4 million generally due to customer concerns of uncertainty relating to the prolonged debt restructuring initiatives and resultant Chapter 11 reorganization, particularly within the Energy and Chemicals segment. During 2003, the Biomedical segment continued its annual trend of increasing order performance primarily fueled by strong demand for medical products that offset a large decline in orders of MRI components. The Company expects the strong medical products demand to continue throughout 2004. Orders in the Distribution and Storage segment increased in 2003 as engineered tank and packaged gas products experienced a slight recovery from 2002. The Energy and Chemicals segment showed a significant decrease in orders in 2003 compared with 2002, in part due to the large order received in 2002 from Bechtel for additional phases of the Trinidad LNG project.

During 2002, the Biomedical segment experienced very strong order performance primarily fueled by strong demand for MRI and medical products. Orders in the Distribution and Storage segment significantly decreased in 2002 compared with 2001 due to the worldwide slowdown experienced by the manufacturing sectors of the industrialized world and the further reductions in capital expenditures in the consolidating global industrial gas industry. The Energy and Chemicals segment showed a significant increase in orders in 2002 after a cyclical order low in 2001. Strengthening of the worldwide hydrocarbon market, as evidenced by the large order received in 2002 from Bechtel for additional phases of the Trinidad LNG project, led this resurgence in orders.

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Segment Information

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

	Combined			Reorganized Company			Predecessor Company
	Year Ended December 31, 2003			Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Year Ended December 31,
										2002			2001
							(Dollars in thousands)
Sales
Biomedical	$	66,646		$	15,008		$	51,638		$	67,657		$	57,957
Distribution and Storage		128,060			33,165			94,895			135,549			179,830
Energy and Chemicals		70,881			20,397			50,484			73,147			67,501
Total	$	265,587		$	68,570		$	197,017		$	276,353		$	305,288
Gross Profit
Biomedical	$	19,553		$	1,974		$	17,579		$	25,312		$	20,336
Distribution and Storage		32,797			8,685			24,112			30,610			45,112
Energy and Chemicals		19,488			5,402			14,086			14,836			13,574
Total	$	71,838		$	16,061		$	55,777		$	70,758		$	79,022
Gross Profit Margin
Biomedical		29.3	%		13.2	%		34.0	%		37.4	%		35.1	%
Distribution and Storage		25.6	%		26.2	%		25.4	%		22.6	%		25.1	%
Energy and Chemicals		27.5	%		26.5	%		27.9	%		20.3	%		20.1	%
Total		27.0	%		23.4	%		28.3	%		25.6	%		25.9	%

Years Ended December 31, 2003 and 2002

Sales for 2003 were $265.6 million versus $276.4 million for 2002, a decrease of $10.8 million, or 3.9 percent. Sales in 2003 were negatively impacted by the Company’s prolonged debt restructuring initiatives and the resultant reorganization under Chapter 11 of the U.S. Bankruptcy Code, as certain customers reduced order quantities, delayed signing significant new orders, did not automatically renew supply contracts that expired in 2003, and simply placed business with other competitors, due to the uncertainty created by the Company’s leverage situation and bankruptcy filing. The Company believes its Energy and Chemicals segment experienced the most significant negative impact of the Chapter 11 filing, since products in this segment frequently have extended production times and significant dollar values.

Sales in the Biomedical segment decreased the least in comparison with 2002, by $1.1 million or 1.6 percent, with 2003 sales of $66.6 million versus sales of $67.7 million in 2002. The Biomedical segment sales decline occurred in MRI components, which were down $6.9 million in comparison to 2002 as this product line’s primary customer continued to take volume away from the Company and shift it to European and Asian competitors. Management believes this trend will continue in 2004, although not at the same pace experienced in 2003. Sales of the Company’s biological storage systems and medical products increased $4.7 million and $1.2 million in 2003, respectively, in comparison to 2002, primarily on higher volume. Distribution and Storage segment sales were $128.1 million in 2003 versus $135.5 million in 2002, a decrease of $7.4 million or 5.5 percent. Continued weakness in the global industrial gas market led to a decline in 2003 of $14.9 million in cryogenic bulk storage systems sales when compared with 2002. This decline was partially offset by an increase of $7.4 million in sales of cryogenic packaged gas systems and beverage liquid CO₂ systems based upon higher volumes. Sales in the Energy and Chemicals segment decreased $2.2 million, or 3.0 percent, from 2003 sales of $70.9 million compared with 2002 sales of $73.1 million. Heat exchanger and cold box system sales, the largest product lines within this segment, increased $6.1 million from 2002 driven by volume and price increases in the hydrocarbon processing market. Sales of LNG fueling systems, still a relatively new market for the Company, decreased by $8.4 million in 2003 when compared with 2002 due to lower volume primarily as a result of a decline in the economies of west coast and south central states and the Company’s financial difficulties.

Gross profit for 2003 was $71.8 million, relatively flat in comparison with gross profit of $70.8 million for 2002. Gross profit margin increased from 25.6 percent in 2002 to 27.0 percent in 2003, although the changes by operating segment varied. As a result of applying Fresh Start accounting, the Company was required to estimate the gross profit associated with work-in-process and finished goods inventory on hand at September 30, 2003 and increase the value of these inventories by such gross profit as of that date. The adjustment to increase the inventory value, which totaled $5.4 million, was included in reorganization items, net, in the other income (expense) section of the Company’s consolidated statement of operations for the nine months ended

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September 30, 2003, but the reversal of this adjustment as the inventory was sold was included as a component of cost of sales in the Company’s consolidated statement of operations for the three months ended December 31, 2003. This non-cash Fresh Start accounting adjustment had the effect of reducing the Company’s 2003 gross profit and gross profit margin by $5.4 million and 2.0 percent, respectively. The dollar value of this adjustment and its percentage reduction on gross profit margin by operating segment in 2003 is as follows: $3.2 million and 4.8 percent for the Biomedical segment, and $2.2 million and 1.7 percent for the Distribution and Storage segment. A similar adjustment for inventory in the Energy and Chemicals segment was not necessary due to the Company using the percentage of completion method for revenue recognition in this segment.

Gross profit margin in the Biomedical segment in 2003 decreased eight points compared with 2002, primarily due to the Fresh Start accounting adjustment described above. Pricing and manufacturing costs for medical and biological storage systems products were relatively consistent in 2003 in comparison with 2002, while gross profit margin in MRI cryostat components decreased in the year over year comparison due to lower pricing and unabsorbed overhead costs due to less volume manufactured. Distribution and Storage segment 2003 gross profit margin increased approximately three percentage points in comparison with gross profit margin in 2002. The two-point reduction in 2003 gross profit margin due to the Fresh Start accounting adjustment described above was more than offset by significant reductions in manufacturing overhead costs due to facility closure restructuring projects completed in 2003. Gross profit margin in the Energy and Chemicals segment in 2003 increased seven percentage points compared with 2002 due to improved pricing in the hydrocarbon processing market, cost savings recognized due to the closures of the Company’s Wolverhampton, United Kingdom heat exchanger manufacturing facility and Westborough, Massachusetts engineering facility, and the inclusion in 2002 of a non-cash inventory valuation charge of $0.6 million as part of cost of sales for the write-down to fair value of inventory at the Company’s Wolverhampton, United Kingdom facility.

Selling, general and administrative (“SG&A”) expense for 2003 was $58.4 million versus $65.7 million for 2002, a decrease of $7.3 million, or 11.1 percent. As a percentage of sales, SG&A expense was 22.0 percent for 2003, down from 23.8 percent for 2002. In 2003, the Company recorded $6.4 million, or 2.4 percent of sales, of professional expenses related to its efforts to restructure its senior debt, compared with $4.9 million, or 1.7 percent of sales, in 2002. The Company also recorded $3.7 million of environmental remediation expense in 2002, or 1.3 percent of sales, as the Company increased its reserve for potential environmental remediation activities based upon the results of a Phase II environmental review in connection with the sale of substantially all the assets and liabilities of the Company’s stainless steel tubing business. Finally, additional SG&A expense savings were realized in 2003 as the Company eliminated a significant number of salaried employees as part of its operational restructuring efforts.

Pursuant to the annual impairment test requirements of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), the Company recorded a goodwill impairment charge of $92.4 million in the fourth quarter of 2002. The Company did not record a comparable goodwill impairment charge in 2003. This charge is discussed in more detail under the caption “Years Ended December 31, 2002 and 2001.”

In 2002 the Company embarked on an aggressive manufacturing facility reduction plan designed to consolidate excess capacity and reduce overall operating costs, closing its Distribution and Storage segment manufacturing facilities in Costa Mesa, California and Columbus, Ohio and announcing the closure of the Company’s Energy and Chemicals segment manufacturing facility in Wolverhampton, United Kingdom, which was completed in the first quarter of 2003. In 2003, the Company continued this manufacturing facility reduction plan and engaged restructuring consultants to assist in the selection of other facilities to close and in the implementation of these closure activities. These actions resulted in the closure in September 2003 of the Company’s Energy and Chemicals segment sales and engineering office in Westborough, Massachusetts and the announcements in December 2003 and January 2004 of the closure of the Company’s Distribution and Storage segment manufacturing facility in Plaistow, New Hampshire and the Biomedical segment manufacturing and office facility in Burnsville, Minnesota, respectively. In each of these facility closure situations, the Company is not exiting the product lines manufactured at those sites, but is moving manufacturing to other facilities with available capacity, most notably New Prague, Minnesota for engineered tank production and Canton, Georgia for medical production. The Company expects to incur capital expenditures in 2004 of approximately $1.5 million for improvements and additions to the Canton, Georgia facility, and expects to substantially complete the closures of these two sites by the end of 2004. These facility closures will result in further employee separation and plant closure costs in 2004, currently estimated to be approximately $4.0 million, and may put some negative short-term pressure on sales but should better position these segments going forward. The Company is currently attempting to sell its Burnsville, Minnesota facility and a vacant building located at the New Prague, Minnesota facility and expects to complete these sales by 2005 and the second quarter of 2004, respectively. The land and building related to the Burnsville facility are included in property, plant and equipment, net, in the Company’s consolidated balance sheet as of December 31, 2003 since the decision to sell the facility was made in January 2004. The building at the New Prague facility has been classified as held for sale at December 31, 2003 in the Company’s consolidated balance sheet included in Item 8 of this Annual Report on Form 10-K. The proceeds of such sales will be used to pay down debt outstanding under an industrial revenue bond and the balance will be available for working capital purposes. In addition to the headcount reductions resulting from these plant closures, during 2003 the Company reduced headcount in many other areas throughout the Company.

During 2003, the Company recorded employee separation and plant closure costs of $1.9 million related to the manufacturing facility reduction efforts and overall headcount reduction programs described above compared with $13.9 million in 2002. The total charges for 2003 and 2002 included $1.3 million of income and $3.1 million of expense, respectively, for contract termination costs, $2.5 million and $4.2 million respectively, for severance and other benefits related to terminating

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certain employees at these and other sites and $0.7 million and $3.7 million respectively, for other associated costs. The income recorded as part of the lease-termination costs includes $1.7 million related to the settlement of facility leases in Costa Mesa, California and Denver, Colorado upon negotiations with the respective landlords entered into during the Company’s Chapter 11 bankruptcy proceedings. This was partially offset by $0.4 million in additional expenses for other facility closures. In 2002, the charges included $2.9 million of actuarially determined pension expense related to the curtailment of the Wolverhampton, United Kingdom defined benefit pension plan. Additionally, for 2003 and 2002, the Company recorded non-cash inventory valuation charges of $0.5 and $1.5 million, respectively, included in cost of sales for the write-off of inventory at these sites. At December 31, 2003, the Company had a reserve of $3.4 million remaining for the closure of these facilities, primarily for lease termination and severance costs. A table summarizing the employee separation and plant closure costs recorded by the Company in 2003 and 2002 and the remaining reserve for each facility is disclosed in Note D of the Company’s consolidated financial statements.

The Company recorded $0.1 million of equity expense and $0.4 million of equity income in its Coastal Fabrication joint venture in 2003 and 2002, respectively. The Company also received $0.8 million and $0.5 million of cash dividend distributions from the joint venture in 2003 and 2002, respectively. On February 27, 2004, the Company’s Coastal Fabrication joint venture executed an agreement to redeem the joint venture partner’s 50 percent equity interest for cash consideration of $0.2 million and the possibility of additional consideration being paid based upon the number of direct labor manufacturing hours performed at the Company’s New Iberia, Louisiana facility during 2004. As a result of the elimination of the joint venture partner and the assumption of 100 percent of control by the Company, the Company will consolidate the operating results of Coastal Fabrication effective February 27, 2004.

On July 3, 2003, the Company sold certain assets and liabilities of its former Greenville Tube, LLC stainless steel tubing business, which the Company previously reported as a component of its Energy and Chemicals operating segment. The Company received gross proceeds of $15.5 million, consisting of $13.5 million in cash and $2.0 million in a long-term subordinated note, and recorded a gain of $3.7 million in July 2003. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company has classified the assets of its stainless steel tubing business as assets held for sale on its consolidated balance sheet as of December 31, 2002 and the operating results of this business as a discontinued operation on its consolidated statements of operations for the nine-month period ended September 30, 2003 and the years ended December 31, 2002 and 2001.

As part of closing its Columbus, Ohio manufacturing facility, the Company sold its cryopump and valves product lines in the second quarter of 2003 for net proceeds of $2.3 million and recorded a $0.9 million gain in other income, and sold various fixed assets of the Columbus, Ohio facility in the first quarter of 2003 for net proceeds of $0.2 million and recorded a $0.2 million gain in other income. The Company sold its cryogenic pump product line during the second quarter of 2002 for net proceeds of $2.3 million and recorded a gain of $1.4 million in other income.

Net interest expense for 2003 was $11.3 million compared with $17.6 million for 2002, decreasing significantly due to the refinancing of the Company’s debt. The Company recorded interest expense on amounts outstanding under the term loan portion and revolving credit loan portion of the Old Credit Facility and under the Series 1 and Series 2 Incremental Revolving Credit Facilities until July 8, 2003, the date the Company filed its Chapter 11 petitions, but not thereafter. As a result, interest expense for the three- and nine-month periods ended September 30, 2003 does not include approximately $3.8 million that would have been payable under the terms of these facilities had the Company not filed for Chapter 11 protection.

The Old Credit Facility required the Predecessor Company to enter into two interest rate derivative contracts (collars) in March 1999 to manage interest rate risk exposure relative to the term loan portions of the Old Credit Facility. One of these collars expired and was settled on June 28, 2002. The other collar, in the amount of $25.5 million at December 31, 2003, continues to be outstanding after the bankruptcy and expires in March 2006. The fair value of the contract related to the collar outstanding at December 31, 2003 is a liability of $1.2 million and is recorded in accrued interest. The change in fair value of the contracts related to the collars during 2003 and 2002 of $0.3 million and $1.6 million, respectively, is recorded in derivative contracts valuation expense. The Company’s interest rate collars do not qualify as hedges under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 requires such collars to be recorded in the consolidated balance sheet at fair value. Changes in their fair value must be recorded in the consolidated statement of operations.

Financing costs amortization expense was $1.7 million for the nine months ended September 30, 2003 and $3.2 million for the year ended December 31, 2002. The Company recorded financing costs amortization expense related to the Old Credit Facility until July 8, 2003, the date the Company filed its Chapter 11 petitions, but not thereafter. The Company does not expect to record any financing costs amortization expense subsequent to September 30, 2003 related to its post-bankruptcy credit facilities.

The Company recorded $0.1 million of foreign currency remeasurement gain in 2003 and $1.1 million of loss in 2002. These foreign currency remeasurement losses result from certain of the Company’s subsidiaries entering into transactions in currencies other than their functional currency.

The Company recorded income tax expense of $2.9 million and $11.1 million in 2003 and 2002, respectively. The 2003 income tax expense of $2.9 million primarily reflects the income tax expense associated with foreign earnings, the charge for

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Fresh-Start accounting adjustments and a reduction in tax accruals for prior tax periods. The expected income tax benefit on the Company’s 2002 pre-tax loss was completely offset by a charge of $32.6 million to increase the valuation allowance to fully reserve all of the Company’s net deferred tax assets resulting from the Company’s performance, its cumulative tax loss position and management’s assessment that it is more likely than not that the net deferred tax assets will not be realized. Although these net deferred tax assets have been fully reserved, they are still available to be utilized by the Company to offset income taxes payable should the Company generate sufficient taxable income in the future.

Fresh-Start Adjustments: The Predecessor Company recorded a net gain of $5.7 million, included in reorganization items, net, in its consolidated statement of operations for the nine months ended September 30, 2003, as the impact of adopting Fresh-Start accounting. This net gain was comprised of certain adjustments to reflect the fair value of assets and liabilities, on a net basis, resulting in a net charge of $38.6 million, certain adjustments to reflect the restructuring of the Predecessor Company’s capital structure and resulting discharge of the senior lenders pre-petition debt, resulting in a net gain of $52.2 million and charges of $7.9 million for advisory fees and severance directly related to the reorganization. In accordance with Fresh-Start accounting, all assets and liabilities were recorded at their estimated fair values as of September 30, 2003. Such fair values represented the Company’s best estimates based on independent appraisals and valuations.

As a result of the foregoing, the Company incurred a net loss of $7.1 million in 2003, compared with a net loss of $130.8 million in 2002.

Years Ended December 31, 2002 and 2001

Sales for 2002 were $276.4 million versus $305.3 million for 2001, a decrease of $28.9 million, or 9.5 percent. A significant decrease of $44.3 million in Distribution and Storage segment sales, primarily driven by lower volume resulting from the continued economic slowdown experienced in 2002 in the industrial sectors of the worldwide economy, was slightly offset by sales growth in the Biomedical and Energy and Chemicals segments of $9.7 million and $5.7 million, respectively.

The Biomedical segment sales increase was largely driven by a $4.7 million increase in sales of medical oxygen products and biological storage systems, combined with an increase of $5.0 million in MRI cryostat components. Sales in the Distribution and Storage segment decreased significantly in 2002 when compared to 2001, with declines of $25.2 million and $12.3 million in cryogenic bulk storage systems and cryogenic systems and components, respectively, combined with a decrease of $7.2 million in cryogenic packaged gas systems and beverage liquid CO₂ systems. The Energy and Chemicals segment sales, while improving slightly compared with 2001, still reflected the significant and extended downturn in new production equipment for the industrial gas market. Heat exchanger and cold box system sales, the largest product lines within this segment, increased $5.2 million in 2002 from 2001 driven by volume and price increases in the hydrocarbon processing market. Sales of LNG fueling systems, a relatively new product line for the Company, were flat in 2002 when compared with 2001.

Gross profit for 2002 was $70.8 million versus $79.0 million for 2001. Gross profit margin decreased slightly, from 25.9 percent in 2001 to 25.6 percent in 2002, although the changes by operating segment varied. The Biomedical segment 2002 gross profit margin increased two percentage points compared with 2001 primarily due to the inclusion in 2001 of a non-cash inventory valuation charge of $1.9 million included in cost of sales for the write-down to fair value of inventory related to a product line that was sold by the Company. Gross profit margin in the Distribution and Storage segment in 2002 declined approximately two percentage points when compared with 2001 primarily due to lower manufacturing volume in the cryogenic bulk storage systems and cryogenic systems and components product lines. In spite of higher volumes in the heat exchanger and cold box product lines, the Energy and Chemicals segment gross profit margin remained flat in 2002 due to the lower prices on highly competitive projects and the inclusion in 2002 of a non-cash inventory valuation charge of $0.6 million included in cost of sales for the write-down to fair value of inventory at the Company’s Wolverhampton, United Kingdom facility.

SG&A expense for 2002 was $65.7 million versus $55.1 million for 2001, an increase of $10.6 million, or 19.2 percent. As a percentage of sales, SG&A expense was 23.8 percent for 2002, up from 18.0 percent for 2001. In 2002 the Company recorded $4.9 million, or 1.8 percent of sales, of professional expenses related to its efforts to restructure its senior debt, compared with $0.3 million, or 0.1 percent of sales, in 2001. The Company also recorded $3.7 million of environmental remediation expense in 2002, or 1.3 percent of sales, as the Company increased its reserve for potential environmental remediation activities based upon the results of a Phase II environmental review in connection with the sale of substantially all the assets and liabilities of the Company’s stainless steel tubing business. Additionally, overall increases in medical and workers’ compensation costs in 2002 added an additional $0.8 million of SG&A expense when compared with 2001.

Due to the Company’s adoption of SFAS No. 142, “Goodwill and Other Intangible Assets,” in the first quarter of 2002, the Company is no longer recording goodwill amortization. In 2001, the Company recorded goodwill amortization expense of $5.0 million. During the second quarter of 2002, the Company completed the transitional impairment tests of SFAS No. 142 and determined that the fair value of each reporting unit exceeded the carrying value, including goodwill, of such reporting unit as of January 1, 2002. As such, the Company was not required to record a cumulative effect charge as of January 1, 2002 for the adoption of SFAS No. 142.

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The Company performed its annual impairment test of goodwill as of October 1, 2002 using discounted cash flow techniques and values of comparable businesses. These tests resulted in the fair value of the Company’s Distribution and Storage reporting unit being less than its carrying value including goodwill, which caused the Company to advance to step two of SFAS No. 142 and engage a valuation specialist to provide valuations of the Distribution and Storage reporting unit’s tangible and identifiable intangible assets. Although those procedures confirmed the value of the reporting unit’s tangible assets exceeded their carrying value, goodwill of the Distribution and Storage reporting unit was determined to be impaired. As a result, in 2002 the Company recorded a non-cash impairment charge of $92.4 million, or $3.69 per diluted share, to write off non-deductible goodwill. This non-cash charge was due to the combination of a reduction in the overall estimated enterprise value of the Company, attributable to Chart’s high-leverage situation and recent financial performance, and a reduction in the specific estimated value of the Distribution and Storage reporting unit, caused by the worldwide slowdown experienced by the manufacturing sectors of the industrialized world, reductions in capital expenditures in the consolidating global industrial gas industry, and a lowering of expectations for future performance of this segment for these same reasons. Goodwill comprised 27.7 percent of total assets at December 31, 2002 and arose primarily from an acquisition in 1999.

In response to the continued weakness of the Company’s core markets and its poor overall operating performance, in 2002 the Company embarked on an aggressive manufacturing facility reduction plan designed to consolidate excess capacity and reduce overall operating costs. The first step of this plan was the closure of the Company’s Denver, Colorado Distribution and Storage segment manufacturing facility, which was substantially completed during the second quarter of 2002. The second step in this plan was the closure of the Company’s Distribution and Storage segment manufacturing facilities in Costa Mesa, California and Columbus, Ohio. The Costa Mesa plant closure was finalized in the fourth quarter of 2002, and the Columbus plant closure was completed in the first quarter of 2003. The third step of this plan, announced in December 2002, was the closure of the Company’s Energy and Chemicals segment manufacturing facility in Wolverhampton, United Kingdom. Closure of this plant was announced in 2002 and was completed in the first quarter of 2003. In addition to these plant closures, during 2002 the Company reduced headcount in many SG&A departments throughout the Company.

During 2002, the Company recorded employee separation and plant closure costs of $13.9 million related to the manufacturing facility reduction efforts and overall headcount reduction programs described above. The total charges included $3.1 million for contract termination costs, $4.2 million for severance and other benefits related to terminating certain employees at these and other sites, $3.7 million for other facility-related closure costs and $2.9 million of actuarially determined pension expense related to the curtailment of the Wolverhampton, United Kingdom defined benefit pension plan. Additionally, in 2002 the Company recorded non-cash inventory valuation charges of $1.5 million included in cost of sales for the write-off of inventory at these sites. A table summarizing the employee separation and plant closure costs recorded by the Company in 2002 and the remaining reserve for each facility is disclosed in Note D of the Company’s consolidated financial statements.

During 2001, the Company recorded employee separation and plant closure costs of $2.4 million. The total charges included $1.6 million related to the closure of the Company’s Ottawa Lake, Michigan facility and two smaller sites within the cryogenic services business of the Distribution and Storage segment, $0.4 million for terminating 25 employees at the Company’s Wolverhampton, United Kingdom, heat exchanger manufacturing facility and $0.4 million for terminating 45 other employees throughout the Company. The cryogenic services business charges of $1.6 million included $0.5 million for lease termination and facility-related closure costs, $0.6 million for writing off certain leasehold improvements and fixed assets, $0.1 million for terminating 32 employees, and $0.4 million for moving costs and other charges.

The Company recorded $0.4 million of equity income in its Coastal Fabrication joint venture in 2002, compared with equity income of $0.5 million in 2001. The Company also received a $0.5 million cash dividend distribution from the joint venture in 2002.

The Company sold its cryogenic pump product line in 2002 for net proceeds of $2.3 million and recorded a gain of $1.4 million in other income. The Company sold its minority interest in Restaurant Technologies Inc. for net proceeds of $2.4 million in 2001, resulting in a gain of $0.5 million in other income.

Net interest expense for 2002 was $17.6 million compared with $21.6 million for 2001, reflecting lower overall interest rates in 2002 compared with 2001. The Company recorded a cumulative effect of a change in accounting principle, net of income taxes, of $0.1 million as an adjustment to operations as of January 1, 2001 related to the Company’s interest rate collars and the adoption of SFAS No. 133, “Accounting for Derivative Investments and Hedging Activities.” An interest rate collar covering $76.0 million of the Company’s debt expired and was settled on June 28, 2002. The fair value of the contract related to the collar outstanding at December 31, 2002 was a liability of $2.1 million and was recorded in accrued interest. The change in fair value of the contracts related to the collars during 2002 and 2001 of $1.6 million and $2.9 million, respectively, is recorded in derivative contracts valuation expense.

The Company recorded $1.1 million and $0.1 million of foreign currency remeasurement loss in 2002 and 2001, respectively. These foreign currency remeasurement losses result from certain of the Company’s subsidiaries entering into transactions in currencies other than their functional currency.

The Company recorded income tax expense of $11.1 million and $0.4 million, respectively, in 2002 and 2001. The expected income tax benefit on the Company’s 2002 pre-tax loss was completely offset by a charge of $32.6 million to increase the

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valuation allowance to fully reserve all of the Company’s net deferred tax assets resulting from the Company’s performance, its cumulative tax loss position and management’s assessment that it was more likely than not that the net deferred tax assets would not be realized.

As a result of the foregoing, the Company incurred a net loss of $130.8 million in 2002, compared with a net loss of $5.2 million in 2001.

Liquidity and Capital Resources

Sources and Uses of Cash: Cash provided by operations was $24.5 million, $5.3 million and $7.5 million in 2003, 2002 and 2001, respectively. By strengthening the Company’s credit and collections policy and procedures in the third quarter of 2003, the Company was able to improve the timeliness of its cash collections on customer trade receivables. Additionally, the closure of several manufacturing facilities and an improved focus on inventory levels resulted in a significant reduction in cash used for inventory. Finally, the Company’s successful reorganization under the Bankruptcy Code enabled it to return to normal payment terms with most of its vendors, rather than the cash on delivery and other accelerated payment terms the Company was required to use earlier in 2003. These efforts all contributed to the positive cash earnings and cash provided by working capital improvements that occurred in 2003 and that management believes will continue in 2004. The Company’s 2002 operating cash flow resulted primarily from the receipt of an income tax refund of $9.3 million, due to a change in the tax law allowing a five-year carry-back of net operating losses, as the Company managed its normal working capital requirements to an approximately neutral position in 2002. In 2001, the Company generated cash flow from positive cash earnings as well as reductions in both inventory and accounts receivable.

Capital expenditures in 2003, 2002 and 2001 were $2.4 million, $2.9 million and $7.9 million, respectively. The Company limited its capital expenditures in 2003 and 2002 to a maintenance level in order to conserve cash. The Company’s 2001 capital expenditures related primarily to the Distribution and Storage segment, where new equipment was necessary as a result of the Company’s operational reorganization plan initiated in 1999. The Company expects capital expenditures in 2004 to be in the range of $8.0 million to $10.0 million, with the majority of these expenditures occurring in the second and third quarters of the year, as the Company begins to reinvest in its remaining facilities, expand the Canton, Georgia facility to accommodate the transfer of medical manufacturing to that facility and significantly expand the Company’s operations in China.

During 2003, the Company sold certain assets and liabilities of its former Greenville Tube, LLC stainless steel tubing business for cash proceeds of $13.5 million and a long-term subordinated note of $2.0 million, and certain fixed assets of its cryopump and valves product lines from its closed Columbus, Ohio manufacturing facility for net proceeds of $2.5 million. Proceeds from the sales of these assets were used to fund certain senior debt interest payments and pay certain professional fees and provided the Company with increased liquidity for identified working capital requirements and other corporate needs and obligations.

In 2003, the Company used $12.6 million of cash for its debt restructuring initiatives, compared with $6.7 million and $0.9 million used in 2002 and 2001. The majority of the cash used in 2003 was for various professional service firms, primarily bankruptcy attorneys and financial advisors, who assisted the Company with the Chapter 11 reorganization process. The majority of the cash used in 2002 and 2001 was for payments to the Company’s senior lenders for various amendments to the Old Credit Facility. The Company was required to delay until January 2004, when their fee applications were approved by the U.S. Bankruptcy Court, payments of approximately $1.2 million in bankruptcy related fees to various professional service providers. Other than these payments, the Company does not expect to use a significant amount of cash for debt restructuring initiatives in 2004.

The Company generated $5.0 million of cash flow from operating activities in the three months ended December 31, 2003 and was forecasting it would build a large cash balance by December 31, 2003. Additionally, the Company believes that cash forecasted to be generated by operations and the ability to borrow cash, if necessary, under its new term loan agreement and revolving credit facility (collectively, the “Credit Facility”), will be sufficient to satisfy its working capital, capital expenditure, restructuring and debt related cash requirements for 2004. As a result, in December 2003 the Company made a $10.0 million prepayment on the term loan portion of its Credit Facility. The prepayment reduced all future scheduled quarterly amortization payments on a pro-rata basis.

Debt Instruments and Related Covenants: The Old Credit Facility contained certain covenants and conditions which imposed limitations on the Predecessor 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, minimum fixed charge coverage ratio and minimum earnings before interest, taxes, depreciation, amortization and restructuring charges. As of December 31, 2002 and June 30, 2003, the Predecessor Company was in default under its Old Credit Facility and its Series 1 Incremental Revolving Credit Facility entered into in November 2000 and its Series 2 Incremental Revolving Credit Facility entered into in April 2001 (collectively, the “Incremental Credit Facility”) due to violations of these financial covenants. Following December 31, 2002, the Predecessor Company also was in default under the Old Credit Facility as a result of its failure to make principal payments when due and the insolvency of CHEL. The Predecessor Company’s senior lenders amended the Old Credit Facility and Incremental Credit Facility on April 2, 2003 to waive all defaults existing at December 31, 2002 and through April 30, 2003 and to defer until April 30, 2003 $6.5

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million in scheduled term debt amortization payments and $9.8 million in Incremental Credit Facility amortization payments originally due on March 31, 2003. The Predecessor Company’s senior lenders further amended the Old Credit Facility and Incremental Credit Facility as of April 30, 2003 to extend the waiver of defaults obtained on April 2, 2003 through June 30, 2003 and to defer the interest and principal payments to June 30, 2003. The Predecessor Company’s senior lenders further amended the Old Credit Facility and Incremental Credit Facility as of June 30, 2003 to extend the waiver of defaults obtained on April 30, 2003 through July 15, 2003 and to defer the interest and principal payments to July 15, 2003

On July 8, 2003, the Predecessor Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the United States Bankruptcy Court for the District of Delaware. The Predecessor Company’s Chapter 11 bankruptcy filing was also an event of default under the Old Credit Facility.

In conjunction with the filing of its Reorganization Plan, on July 17, 2003, the Predecessor Company entered into a debtor-in-possession credit facility (the “DIP Credit Facility”) with certain of its senior lenders. The DIP Credit Facility provided a revolving credit line of $40.0 million, of which $30.0 million could also be used for the issuance of letters of credit. On August 13, 2003 the Bankruptcy Court entered a final order approving the DIP Credit Facility. The Predecessor Company issued certain letters of credit but did not borrow any funds under the DIP Credit Facility, which matured on September 15, 2003, the bankruptcy consummation date.

On September 15, 2003, the Company and all of its then majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Reorganization Plan, which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Predecessor Company’s senior debt of $255.7 million and related interest and fees of $1.9 million were converted into a $120.0 million secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and the Predecessor Company’s $40.0 million secured DIP Credit Facility was amended and restated as a $40.0 million post-bankruptcy secured revolving credit facility. On September 15, 2003, all of the Predecessor Company’s common stock, warrants, options and other rights to acquire the Predecessor Company’s common stock were cancelled, and the Predecessor Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of new warrants.

The Credit Facility entered into by the Company on September 15, 2003 grants a security interest in substantially all of the assets of the Company to the agent bank as representative of the senior lenders. The Credit Facility provides a term loan of $120.0 million with final maturity in 2009 and a revolving credit line of $40.0 million that expires on September 15, 2008, of which $30.0 million may be used for the issuance of letters of credit. Under the terms of the Credit Facility, term loans bear interest, at the Company’s option, at rates equal to the prime rate plus 2.50 percent or LIBOR plus 3.50 percent and the revolving credit line bears interest, at the Company’s option, at rates equal to the prime rate plus 1.50 percent or LIBOR plus 2.50 percent. The Company is also required to pay a commitment fee of 0.375 percent per annum on the unused amount of the revolving credit line of the Credit Facility.

The Credit Facility contains certain covenants and conditions which impose limitations on the Company and its operating units, including a restriction on the payment of cash dividends and a requirement to meet certain financial tests and to maintain on a quarterly basis certain consolidated financial ratios, including maximum leverage (calculated as total debt less cash divided by earnings before interest, taxes, depreciation, amortization and restructuring charges (“EBITDAR”)), minimum interest coverage ratio (calculated as EBITDAR divided by interest expense), minimum fixed charge coverage ratio (calculated as EBITDAR less capital expenditures divided by the sum of interest expense, scheduled debt payments and taxes paid), minimum EBITDAR and maximum capital expenditures. The Credit Facility also contains a feature whereby if the Company generates cash from operations above a pre-defined calculated amount, the Company is required to use a portion of that cash to make a pre-payment on the term loan portion of the Credit Facility.

At December 31, 2003, the Company had borrowings outstanding of $109.8 million under the term loan portion of the Credit Facility and letters of credit outstanding and bank guarantees totaling $18.0 million supported by the revolving credit line portion of the Credit Facility.

Cash Requirements: The Company does not anticipate any unusual cash requirements for working capital needs in 2004. In order to complete its operational restructuring activities, particularly the closures of the Plaistow, New Hampshire and Burnsville, Minnesota facilities, the Company forecasts that it will use approximately $2.5 million of cash, excluding capital expenditure requirements discussed above, for one-time employee termination benefits, contract termination costs and other associated facility closure costs. Based upon current actuarial estimates, the Company also expects to contribute approximately $3.0 million in cash to its four defined benefit pension plans to meet ERISA minimum funding requirements.

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The Company’s known contractual obligations as of December 31, 2003 and cash requirements resulting from those obligations are as follows:

	Payments Due by Period
	(Dollars in thousands)
	Total		2004		2005 – 2006		2007 – 2008		Beyond 2008
Long-term debt	$	112,561	$	3,480	$	7,121	$	12,831	$	89,129
Operating leases		2,790		1,449		1,253		88
Total contractual cash obligations	$	115,351	$	4,929	$	8,374	$	12,919	$	89,129

The Company’s commercial commitments as of December 31, 2003, which include letters of credit and bank guarantees, represent potential cash requirements resulting from contingent events that require performance by the Company or its subsidiaries pursuant to funding commitments, and are as follows:

	Total		2004		2005 –2006
	(Dollars in thousands)
Standby letters of credit	$	17,539	$	15,544	$	1,995
Guarantees		509		250		259
Total commercial commitments	$	18,048	$	15,794	$	2,254

In March 2003, the Company completed the closure of its Wolverhampton, United Kingdom manufacturing facility, operated by Chart Heat Exchangers Limited (“CHEL”), and all heat exchanger manufacturing is being conducted at the Company’s LaCrosse, Wisconsin facility. On March 28, 2003, CHEL filed for a voluntary administration under the U.K. Insolvency Act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. Additionally, CHEL’s net pension plan obligations increased significantly, primarily due to a decline in plan asset values and interest rates, resulting in an estimated plan deficit of approximately $12 million. Based on the Company’s financial condition, in March 2003 it determined not to advance funds to CHEL in amounts necessary to fund CHEL’s obligations. CHEL did not have the necessary funds to enable it to fund its net pension plan deficit, pay remaining severance due to former employees or pay other creditors. As a result, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a United Kingdom pension regulatory board, which approved the wind-up as of March 28, 2003. At the present time, the Company is unable to determine the financial impact of the April 1, 2003 approval of insolvency administration for CHEL and the related termination of the Company’s United Kingdom pension plan. The Company can provide no assurance that claims will not be asserted against the Company for these obligations of CHEL. To the extent the Company has significant liability with respect to CHEL’s obligations as a result of CHEL’s insolvency, such liability could have a material adverse impact on the Company’s liquidity and its financial position.

Capital Structure: The Reorganization Plan became effective on September 15, 2003 (the “Consummation Date”), at which time all then-outstanding Company common stock, warrants, options and other rights to acquire the Company’s common stock were cancelled. Pursuant to the Reorganization Plan, the Reorganized Company issued new common stock, $0.01 par value per share (“New Common Stock”), representing 95 percent of the initial equity of the Reorganized Company, to its senior lenders in partial satisfaction of such senior lenders’ claims against the Company in the Chapter 11 proceedings. Additionally, pursuant to the Reorganization Plan, the Reorganized Company issued to the Company’s former stockholders New Common Stock representing five percent of the initial equity of the Reorganized Company and 280,281 warrants to acquire New Common Stock (“New Warrants”) representing the opportunity to acquire up to an additional five percent of equity upon exercise. These warrants to acquire new common stock have an exercise price of $32.97 per share and are exercisable for a period of seven years, subject to early termination in certain cases.

Pursuant to the terms of the Reorganziation Plan, the Reorganized Company issued an aggregate of 5,325,331 shares of New Common Stock on the Consummation Date. Of this number, 5,059,064 shares initially were issued to the Company’s senior lenders and 266,267 shares initially were issued to the Company’s former stockholders, constituting 95 percent and five percent, respectively, of the aggregate shares of New Common Stock issued under the Reorganization Plan. A full description of the New Common Stock was previously reported in the Company’s Current Report on Form 8-K filed on September 30, 2003.

On the Consummation Date, the Company’s former stockholders were issued New Warrants to acquire an aggregate of 280,281 shares (subject to anti-dilution adjustments) of New Common Stock pursuant to the terms of the Reorganization Plan. An equal number of shares of New Common Stock are reserved for issuance upon exercise of the New Warrants. A complete description of the New Warrants, including the exercise price, expiration date and adjustment provisions, was previously reported in the Company’s Registration Statement on Form 8-A filed on October 8, 2003.

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The Company did not pay any dividends in 2003, 2002 or 2001. The Credit Facility prohibits the Reorganized Company from paying cash dividends on shares of its capital stock, but permits the Company to pay dividends payable in shares of common stock upon the approval of the Company’s Board of Directors. No assurance can be given as to whether dividends will be declared in the future, and if declared, the amount and timing of such dividends. The Company has no present intention of paying cash or stock dividends to its shareholders in the future.

In November 1996, the Board of Directors authorized a program to repurchase 2,250,000 shares of the Predecessor Company’s common stock. The Predecessor Company acquired 242,700, 130,400 and 50,000 shares in the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001, respectively, under the program to provide shares of common stock for use in making the Predecessor Company’s employer match contribution under its defined contribution pension plan. The Company discontinued this repurchase program in 2003.

Off-Balance Sheet Arrangements: The Company does not have any off-balance sheet arrangements, as defined in Item 303(a)(4) of Regulation S-K.

Contingencies

The Company is involved with environmental compliance, investigation, monitoring and remediation activities at certain of its operating facilities, and accrues for these activities when commitments or remediation plans have been developed and when costs can be reasonably estimated. Historical annual cash expenditures for these activities have been less than $0.5 million, and have been charged against the related environmental reserves. Future expenditures relating to these environmental remediation efforts are expected to be made over the next ten years as ongoing costs of remediation programs. The Company believes that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations.

As previously mentioned, CHEL filed for a voluntary administration under the U.K. Insolvency Act of 1986. It is uncertain whether the Company will be subject to any significant liability resulting from CHEL’s insolvency administration. In addition, the Company continues to resolve proofs of claim in its bankruptcy proceedings, including one related to a purported finder’s fee. These proceedings are more fully described in “Item 3. Legal Proceedings.”

The Company, like other manufacturers, is occasionally subject to various other legal actions related to performance under contracts, product liability and other matters, several of which actions claim substantial damages, in the ordinary course of its business. Based on the Company’s historical experience in litigating these actions, as well as the Company’s current assessment of the underlying merits of the actions and applicable insurance, the Company believes the resolution of these other legal actions will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations.

Foreign Operations

During 2003, the Company had operations in Australia, China, the Czech Republic, Germany and the United Kingdom, which accounted for 21 percent of consolidated revenues and 14 percent of total assets at December 31, 2003. Functional currencies used by these operations include the Australian Dollar, the Chinese Renminbi Yuan, the Czech Koruna, the Euro and the British Pound. The Company is exposed to foreign currency exchange risk as a result of transactions by these subsidiaries in currencies other than their functional currencies, and from transactions by the Company’s domestic operations in currencies other than the U.S. Dollar. The majority of these functional currencies and the other currencies in which the Company records transactions are fairly stable. The use of these currencies, combined with the use of foreign currency forward purchase and sale contracts, has enabled the Company to be sheltered from significant gains or losses resulting from foreign currency transactions. This situation could change if these currencies experience significant fluctuations in their value as compared to the U.S. Dollar.

Application of Critical Accounting Policies

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions. Fresh-Start accounting required the selection of appropriate accounting policies for the Reorganized Company. The significant accounting policies previously used by the Predecessor Company have continued to be used by the Reorganized Company except for certain policies related to inventory valuation and the policy for estimating the accounts receivable allowance for doubtful accounts. As of September 30, 2003, the Company changed its method of accounting for inventories at sites of the Company’s Chart Heat Exchangers Limited Partnership legal entity and former Process Systems, Inc. legal entity from the last-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method since the value of inventory on the LIFO method was approximately equal to the value on a FIFO basis. As of September 30, 2003, the Company changed its policy for estimating reserves for slow moving and obsolete inventories by utilizing inventory aging reports indicating how long specific inventory items were on-hand without any usage, in addition to the forecasted inventory usage reports previously utilized, and by adopting updated historical obsolescence experience rates. Additionally, as of September 30, 2003, the Company changed its policy for estimating the accounts receivable allowance for doubtful accounts by calculating the age of the receivable based on the invoice due date, as opposed to the invoice issuance date, and by adopting updated historical bad-debt experience rates. The Company, after discussion with members of the Company’s Audit Committee, believes the following are some of the more critical judgmental areas in the application of its accounting policies that affect its financial position and results of operations.

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Allowance for Doubtful Accounts: The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. The Company also records allowances for doubtful accounts based on the length of time the receivables are past due and historical experience. If circumstances change (e.g., higher-than-expected defaults or an unexpected material adverse change in a customer’s ability to meet its financial obligations), the Company’s estimates of the collectibility of amounts due could be changed by a material amount.

Inventory Valuation Reserves: The Company determines inventory valuation reserves based on a combination of factors. In circumstances where the Company is aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. The Company also recognizes reserves based on the actual usage in recent history and projected usage in the near-term. If circumstances change (e.g., lower-than-expected or higher-than-expected usage), estimates of the net realizable value could be changed by a material amount.

Indefinite Lived Intangible Assets, Including Reorganization Value in Excess of Amounts Allocable to Identifiable Assets (“Reorganization Value”): As a result of the adoption of SFAS No. 142, the Company evaluates Reorganization Value and indefinite lived intangible assets for impairment on an annual basis. To test for impairment, the Company is required to estimate the fair market value of each of its reporting units. Using management’s judgment, the Company developed a model to estimate the fair market value of its reporting units. This fair market value model incorporates the Company’s estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount those estimated cash flows. Changes to these judgments and estimates could result in a significantly different estimate of the fair market value of the reporting units, which could result in a different assessment of the recoverability of indefinite lived intangible assets and Reorganization Value.

Pensions: The Company accounts for its defined benefit pension plans in accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” which requires that amounts recognized in financial statements be determined on an actuarial basis. The Company’s funding policy is to contribute at least the minimum funding amounts required by law. SFAS No. 87 and the policies used by the Company, notably the use of a calculated value of plan assets (which is further described below), generally reduce the volatility of pension expense from changes in pension liability discount rates and the performance of the pension plans’ assets.

A significant element in determining the Company’s pension expense in accordance with SFAS No. 87 is the expected return on plan assets. The Company has assumed that the expected long-term rate of return on plan assets as of December 31, 2003 will be 8.25 percent. These expected return assumptions were developed using a simple averaging formula based upon the plans’ investment guidelines and the historical returns of equities and bonds as indicated by the SEC in their 2003 study on average annual returns. Over the long term, the investment strategy employed with the Company’s pension plan assets has earned in excess of such rates; therefore, the Company believes its assumptions are reasonable. The assumed long-term rate of return on assets is applied to the market value of plan assets. This produces the expected return on plan assets that is included in pension expense. The difference between this expected return and the actual return on plan assets is deferred. The net deferral of past asset gains or losses affects the calculated value of plan assets and, ultimately, future pension expense. The plan assets have earned a rate of return substantially less than the assumed rates in the last two years. Should this trend continue, future pension expense will likely increase.

At the end of each year, the Company determines the rate to be used to discount plan liabilities. The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, the Company looks to rates of return on high quality, fixed-income investments that receive one of the two highest ratings given by a recognized rating agency. At December 31, 2003, the Company determined this rate to be 6.25 percent. Changes in discount rates over the past three years have not materially affected pension expense, and the net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, have been deferred as allowed by SFAS No. 87.

At December 31, 2003, the Company’s consolidated net pension liability recognized was $10.1 million, an increase from $3.1 million at December 31, 2002. The increase is principally due to the fair value adjustment recorded as part of the Fresh Start accounting adjustments. For the year ended December 31, 2003, the Company recognized consolidated pretax pension expense of $2.0 million, down from $4.8 million in 2002. The decrease in 2003 pension expense is primarily due to the Company recognizing $2.9 million of expense related to the curtailment of the CHEL pension plan resulting from the termination of substantially all of the plan participants in 2002. The Company currently expects that pension expense in 2004 will be at approximately the same level as 2003.

Environmental Remediation obligations: The Company’s obligations for known environmental problems at its current and former manufacturing facilities have been recognized on an undiscounted basis based on estimates of the cost of investigation and remediation at each site. If the estimate can only be estimated as a range of possible amounts, with no specific amount being most likely, the minimum of the range is accrued. Management reviews its environmental remediation sites quarterly to determine if additional cost adjustments or disclosures are required. The characteristics of environmental remediation obligations, where information concerning the nature and extent of clean-up activities is not immediately available and changes in regulatory

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requirements frequently occur, result in a significant risk of increase to the obligations as they mature. Expected future expenditures are not discounted to present value. Potential insurance recoveries are not recognized until realized.

Product Warranty Costs: The Company estimates product warranty costs and accrues for these costs as products are sold. Estimates are principally based upon historical product warranty claims experience over the warranty period for each product line. Due to the uncertainty and potential volatility of these warranty estimates, changes in assumptions could materially affect net income.

Revenue Recognition — Long-Term Contracts: The Company recognizes revenue and profit as work on long-term contracts progresses using the percentage of completion method of accounting, which relies on estimates of total expected contract revenues and costs. The Company follows this method since reasonably dependable estimates of the revenue and costs applicable to various stages of a contract can be made. Since the financial reporting of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses toward completion. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. Accordingly, favorable changes in estimates result in additional profit recognition, and unfavorable changes in estimates result in the reversal of previously recognized revenue and profits. When estimates indicate a loss is expected to be incurred under a contract, cost of sales is charged with a provision for such loss. As work progresses under a loss contract, revenue and cost of sales continue to be recognized in equal amounts, and the excess of costs over revenues is charged to the contract loss reserve.

Debt Covenants: The Company’s new Credit Facility requires it to maintain certain financial ratios relating to leverage, interest expense, fixed charges, capital expenditures and earnings before interest, taxes, depreciation, amortization and restructuring charges. As of December 31, 2003 the Company was in compliance with all required covenants.

Recently Issued Accounting Standards

Effective January 1, 2003, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations,” which amends SFAS No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies,” and is effective for all companies. This statement addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective January 1, 2003, the Company adopted SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective January 1, 2003, the Company adopted Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued, including product warranties. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements of FIN No. 45 have been made in Note A to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. The adoption of this interpretation did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective July 1, 2003, the Company adopted SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective July 1, 2003, the Company adopted SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how certain financial instruments with characteristics of both liabilities and equity are classified. SFAS No. 150 requires that certain financial instruments should be classified as liabilities (or as assets in some circumstances). The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective September 30, 2003, the Company adopted FIN No. 46, “Consolidation of Variable Interest Entities.” FIN No. 46 provides guidance for identifying a controlling interest in a variable interest entity (“VIE”) established by means other than voting interests. FIN No. 46 also requires consolidation of a VIE by an enterprise that holds such a controlling interest. The adoption of this interpretation did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

29

Certain Factors That May Affect Future Results and Financial Condition

In addition to other information included in this Annual Report on Form 10-K (including the factors listed under the caption “Forward-Looking Statements”), the following factors could cause the Company’s results and financial condition to differ materially from those anticipated or otherwise expressed or implied by forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by the Company’s management from time to time.

Recovery of Core Businesses, Negative Publicity and Current Economic Conditions: Certain of the Company’s core businesses have been underperforming over the past few years. While the Company expects to see an upturn in 2004 in the various markets its underperforming core businesses serve, there can be no assurance that such an upturn will occur or that the businesses’ performance will be markedly improved in 2004. Finally, current world economic and political conditions may reduce the willingness of the Company’s customers and prospective customers to commit funds to purchase its products and services.

Success of Operational Restructuring Improvements: The Company believes the operational restructuring activities and facility closures it has in process will ultimately result in operational savings for the Company. The Company, however, cannot provide any certainty as to the timing and amount of true savings. Certain factors, including unanticipated closure costs and negative employee reactions, could affect the timing and amount of these operational savings.

Insolvency Proceeding of the Company’s Subsidiary: On March 28, 2003, the Company’s CHEL subsidiary, which previously operated the closed Wolverhampton, United Kingdom manufacturing facility, filed for a voluntary administration under the U.K. Insolvency Act 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. Additionally, CHEL’s net pension plan obligations increased significantly, primarily due to a decline in plan asset values and interest rates, resulting in an estimated plan deficit of approximately $12 million. Based on the Company’s financial condition, in March 2003 it determined not to advance funds to CHEL in amounts necessary to fund CHEL’s obligations. CHEL did not have the necessary funds to enable it to fund its net pension plan deficit, pay remaining severance due to former employees or pay other creditors. As a result, the trustees of the CHEL pension plan terminated this plan in April 2003. The Company is unable to determine at this point whether it will have any liability with regard to CHEL’s net pension plan obligations or severance payments. To the extent the Company has significant liability with respect to CHEL’s obligations, such liability could have a material adverse impact on the Company’s liquidity and its financial position as a result of CHEL’s insolvency.

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 current Credit Facility’s various floating rate pricing mechanisms. The old Credit Facility required the Company to enter into two interest rate derivative contracts (collars) in March 1999 to manage interest rate risk exposure. One of these collars continues to be outstanding after the bankruptcy and expires in March 2006. The fair value of the contract related to the interest rate collar outstanding at December 31, 2003 is a liability of $1.2 million. If interest rates were to increase 200 basis points (2 percent) from December 31, 2003 rates, and assuming no changes in debt from the December 31, 2003 levels, the additional annual expense would be approximately $2.2 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, 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, 2003, the result would be a loss in fair value of approximately $0.1 million.

30

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, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the two years in the period ended December 31, 2002. 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, 2003 and 2002, and the consolidated results of their operations and their cash flows for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the two years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.

As more fully described in Note A to the consolidated financial statements, effective September 15, 2003, the Company emerged from Chapter 11 bankruptcy. In accordance with American Institute of Certified Public Accountants’ Statement of Position No. 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,” the Company has adopted “Fresh Start” reporting whereby its assets, liabilities and new capital structure have been adjusted to reflect estimated fair values as of September 30, 2003. As a result, the consolidated financial statements for periods subsequent to September 30, 2003 reflect this basis of reporting and are not comparable to the Company’s pre-reorganization consolidated financial statements.

As discussed in Note A to the consolidated financial statements, on January 1, 2002, the Company changed its method of accounting for goodwill.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio

March 24, 2004

31

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	Reorganized Company*		Predecessor Company*
	December 31, 2003		December 31, 2002
ASSETS
Current Assets
Cash and cash equivalents	$	18,600	$	7,225
Accounts receivable, net		39,806		42,081
Inventories, net		34,788		45,998
Unbilled contract revenue		11,373		10,622
Prepaid expenses		2,014		2,378
Other current assets		16,596		14,540
Assets held for sale		550		10,192
Total Current Assets		123,727		133,036
Property, plant and equipment, net		45,762		55,312
Reorganization value in excess of amounts allocable to identifiable assets		76,540
Goodwill, net				77,232
Identifiable intangible assets, net		51,281		8,630
Other assets, net		2,327		5,084
TOTAL ASSETS	$	299,637	$	279,294
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	22,297	$	23,084
Customer advances and billings in excess of contract revenue		7,250		10,037
Accrued salaries, wages and benefits		12,086		10,937
Warranty reserve		3,208		4,032
Other current liabilities		13,125		23,293
Current maturities of long-term debt		3,480		5,865
Senior debt in default				256,874
Total Current Liabilities		61,446		334,122
Long-term debt		109,081		1,161
Other long-term liabilities		38,303		25,628
Shareholders’ Equity (Deficit)
Common stock of Reorganized Company, par value $.01 per share – 9,500,000 shares authorized, 5,325,331 shares issued		53
Common stock of Predecessor Company, par value $.01 per share – 60,000,000 shares authorized, 25,707,709 shares issued				257
Additional paid-in capital – Reorganized company		89,812
Additional paid-in capital – Predecessor company				45,792
Retained earnings (deficit)		31		(116,086	)
Accumulated other comprehensive income (loss)		911		(10,799	)
Treasury stock of Predecessor Company, at cost, 153,648 shares				(781	)
		90,807		(81,617	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	299,637	$	279,294

* See accompanying notes to these consolidated financial statements, including Note A – Nature of Operations and Summary of Significant Accounting Policies, describing the Reorganized Company and Predecessor Company. The accompanying notes are an integral part of these consolidated financial statements.

32

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Reorganized Company*			Predecessor Company*
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
Sales	$	68,570		$	197,017		$	276,353		$	305,288
Cost of sales		52,509			141,240			205,595			226,266
Gross profit		16,061			55,777			70,758			79,022
Selling, general and administrative expense		14,147			44,211			65,679			55,128
Goodwill impairment charge								92,379
Goodwill amortization expense											5,017
Employee separation and plant closure costs		1,010			882			13,887			2,375
Loss on insolvent subsidiary					13,682
Equity loss (income) in joint venture		41						(369	)		(525	)
		15,198			58,775			171,576			61,995
Operating income (loss)		863			(2,998	)		(100,818	)		17,027
Other income (expense):
Gain on sale of assets		57			4,753			1,420			538
Interest expense, net		(1,390	)		(9,911	)		(17,612	)		(21,589	)
Financing costs amortization					(1,653	)		(3,159	)		(1,475	)
Derivative contracts valuation income (expense)		46			(389	)		(1,564	)		(2,876	)
Foreign currency gain (loss)		350			(287	)		(1,081	)		(92	)
Reorganization items, net					5,677
		(937	)		(1,810	)		(21,996	)		(25,494	)
Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle		(74	)		(4,808	)		(122,814	)		(8,467	)
Income tax (benefit) expense:
Current		(751	)		(1,953	)		953			1,034
Deferred		626			5,000			10,183			(636	)
		(125	)		3,047			11,136			398
Income (loss) from continuing operations before minority interest and cumulative effect of change in accounting principle		51			(7,855	)		(133,950	)		(8,865	)
Minority interest, net of taxes		(20	)		(63	)		(52	)		(111	)
Income (loss) from continuing operations before cumulative effect of change in accounting principle		31			(7,918	)		(134,002	)		(8,976	)
Cumulative effect of change in accounting principle, net of taxes											(88	)
Income (loss) from continuing operations		31			(7,918	)		(134,002	)		(9,064	)
Income from discontinued operation					833			3,217			3,906
Net income (loss)	$	31		$	(7,085	)	$	(130,785	)	$	(5,158	)
Net income (loss) per common share – basic and assuming dilution:
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	0.01		$	(0.30	)	$	(5.35	)	$	(0.37	)
Cumulative effect of change in accounting principle, net of taxes											0.00
Income (loss) from continuing operations		0.01			(0.30	)		(5.35	)		(0.37	)
Income from discontinued operation					0.03			0.13			0.16
Net income (loss) per common share – basic and assuming dilution	$	0.01		$	(0.27	)	$	(5.22	)	$	(0.21	)
Shares used in per share calculations – basic and assuming dilution		5,325			26,336			25,073			24,573

* See accompanying notes to these consolidated financial statements, including Note A – Nature of Operations and Summary of Significant Accounting Policies, describing the Reorganized Company and Predecessor Company. The accompanying notes are an integral part of these consolidated financial statements.

33

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

	Common Stock					Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total Shareholders’ Equity (Deficit)
	Shares Outstanding		Amount
	(Dollars and shares in thousands, except per share amounts)
Balance at January 1, 2001	24,353		$	245		$	42,140		$	19,857		$	(5,724	)	$	(1,674	)	$	54,844
Net loss										(5,158	)								(5,158	)
Other comprehensive loss:
Foreign currency translation adjustment													(768	)					(768	)
Minimum pension liability adjustment, net of taxes													(1,178	)					(1,178	)
Comprehensive loss																			(7,104	)
Treasury stock acquisitions	(50	)														(181	)		(181	)
Stock options, including tax benefit	17			1			50												51
Contribution of stock to employee benefit plans	488			3			620									1,085			1,708
Other							22												22
Balance at December 31, 2001	24,808			249			42,832			14,699			(7,670	)		(770	)		49,340
Net loss										(130,785	)								(130,785	)
Other comprehensive income (loss):
Foreign currency translation adjustment													6,828						6,828
Minimum pension liability adjustment, net of taxes													(9,957	)					(9,957	)
Comprehensive loss																			(133,914	)
Treasury stock acquisitions	(130	)														(219	)		(219	)
Stock options, including tax benefit	3						(7	)								10			3
Contribution of stock to employee benefit plans	873			8			1,012									198			1,218
Issuance of warrants to lenders							1,957												1,957
Other							(2	)											(2	)
Balance at December 31, 2002	25,554			257			45,792			(116,086	)		(10,799	)		(781	)		(81,617	)
Net loss										(7,085	)								(7,085	)
Other comprehensive income:
Foreign currency translation adjustment													7,532						7,532
Comprehensive income																			447
Treasury stock acquisitions	(232	)														(111	)		(111	)
Issuance of new common shares	5,325			53			89,812												89,865
Contribution of stock to employee benefit plans	944			9			328									6			343
Issuance of warrants to lenders							430												430
Fresh-Start accounting adjustments	(26,266	)		(266	)		(46,550	)		123,180			3,267			886			80,517
Other										(9	)								(9	)
Balance at September 30, 2003	5,325			53			89,812												89,865
Net income										31									31
Other comprehensive income (loss):
Foreign currency translation adjustment													914						914
Minimum pension liability adjustment													(3	)					(3	)
Comprehensive income																			942
Balance at December 31, 2003	5,325		$	53		$	89,812		$	31		$	911					$	90,807

* See accompanying notes to these consolidated financial statements, including Note A – Nature of Operations and Summary of Significant Accounting Policies, describing the Reorganized Company and Predecessor Company. The accompanying notes are an integral part of these consolidated financial statements.

34

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Reorganized Company*			Predecessor Company*
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
OPERATING ACTIVITIES
Net income (loss) from continuing operations	$	31		$	(7,918	)	$	(134,002	)	$	(9,064	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
Reorganization items, net					(5,677	)
Loss on insolvent subsidiary					13,682
Cumulative effect of change in accounting principle											88
Financing costs amortization					1,653			3,159			1,475
Debt restructuring-related fees expensed					6,046			4,911			261
Employee separation and plant closure costs					456			3,858			1,403
Gain on sale of assets		(57	)		(4,753	)		(1,420	)		(538	)
Goodwill impairment charge								92,379
Depreciation and amortization		2,225			7,607			11,372			16,301
Equity loss (income) from joint venture		41						(369	)		(525	)
Foreign currency transaction (gain) loss		(350	)		287			1,081			92
Minority interest		34			105			83			182
Deferred income tax expense (benefit)		626			5,000			10,183			(636	)
Contribution of stock to employee benefit plans					343			2,093			2,276
Increase (decrease) in cash resulting from changes in operating assets and liabilities:
Accounts receivable		(3,027	)		2,486			2,126			7,053
Inventory and other current assets		7,118			5,270			(1,194	)		10,720
Accounts payable and other current liabilities		(1,838	)		(1,527	)		1,550			(26,398	)
Income tax refund								9,258
Billings in excess of contract revenue and customer advances		185			(3,594	)		181			4,761
Net Cash Provided By Operating Activities		4,988			19,466			5,249			7,451
INVESTING ACTIVITIES
Capital expenditures		(518	)		(1,907	)		(2,856	)		(7,905	)
Dividends received from joint venture					790			492
Proceeds from sale of assets					16,075			2,300			2,365
Other investing activities		672			143			1,352			(714	)
Net Cash Provided By (Used In) Investing Activities		154			15,101			1,288			(6,254	)
FINANCING ACTIVITIES
Borrowings on revolving credit facilities		4,151			20,359			46,354			106,740
Payments on revolving credit facilities		(6,775	)		(21,614	)		(48,634	)		(89,945	)
Principal payments on long-term debt		(10,840	)		(1,199	)		(6,657	)		(15,313	)
Debt restructuring-related fees paid					(12,583	)		(6,733	)		(848	)
Payments on interest rate collars		(512	)		(759	)		(1,750	)
Purchases of treasury stock					(111	)		(219	)		(181	)
Other financing activities								25			51
Net Cash (Used In) Provided By Financing Activities		(13,976	)		(15,907	)		(17,614	)		504
Cash flow (used in) provided by continuing operation		(8,834	)		18,660			(11,077	)		1,701
Cash flow provided by discontinued operation					1,592			5,219			5,582
Net (decrease) increase in cash and cash equivalents		(8,834	)		20,252			(5,858	)		7,283
Effect of exchange rate changes on cash		(381	)		338			1,282			(403	)
Cash and cash equivalents at beginning of period		27,815			7,225			11,801			4,921
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,600		$	27,815		$	7,225		$	11,801

* See accompanying notes to these condensed consolidated financial statements, including Note A – Nature of Operations and Summary of Significant Accounting Policies, describing the Reorganized Company and Predecessor Company. The accompanying notes are an integral part of these consolidated financial statements.

35

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies

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

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. The Company’s Chart Heat Exchangers Limited (“CHEL”) subsidiary, which is 100 percent owned by the Company, filed for a voluntary administration under the U.K. Insolvency Act of 1986 on March 28, 2003, as more fully described in Note E to the consolidated financial statements. Because CHEL is not under the control of the Company subsequent to March 28, 2003, the consolidated financial statements do not include the accounts or results of CHEL subsequent to March 28, 2003.

Basis of Presentation: On July 8, 2003, the Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On September 15, 2003, the Company (as reorganized, the “Reorganized Company”) and all of its then majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003 (the “Reorganization Plan”), which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Company’s senior debt of $255,746 and related interest and fees of $1,861 were converted into a $120,000 secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and Chart’s $40,000 secured debtor-in-possession financing facility was amended and restated as a $40,000 post-bankruptcy secured revolving credit facility. On September 15, 2003, all of the Company’s common stock, warrants, options and other rights to acquire the Company’s common stock were cancelled, and the Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of 280,281 newly issued warrants. These warrants to acquire new common stock have an exercise price of $32.97 per share and are exercisable for a period of seven years.

The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and the adoption of fresh-start accounting in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) (“Fresh-Start accounting”). The Company used September 30, 2003 as the date for adopting Fresh-Start accounting in order to coincide with the Company’s normal financial closing for the month of September 2003. Upon adoption of Fresh-Start accounting, a new reporting entity was deemed to be created and the recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values. Accordingly, the reported historical financial statements of the Company prior to the adoption of Fresh-Start accounting (the “Predecessor Company”) for periods ended prior to September 30, 2003 are not necessarily comparable to those of the Reorganized Company. In this Annual Report on Form 10-K, references to the Company’s nine-month period ended September 30, 2003 and all periods ended prior to September 30, 2003 refer to the Predecessor Company.

SOP 90-7 requires that financial statements for the period following the Chapter 11 filing through the bankruptcy confirmation date distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, revenues, expenses, realized gains and losses and provisions for losses directly associated with the reorganization and restructuring of the business, including adjustments to fair value assets and liabilities and the gain on the discharge of pre-petition debt, are reported separately as reorganization items, net, in the other income (expense) section of the Predecessor Company’s consolidated statement of operations.

Fresh-Start Adjustments: In accordance with Fresh-Start accounting, all assets and liabilities were recorded at their respective fair values as of September 30, 2003. Such fair values represented the Company’s best estimates based on independent appraisals and valuations.

To facilitate the calculation of the enterprise value of the Reorganized Company, the Company developed a set of five-year financial projections. Based on these financial projections, the enterprise value was determined by a financial advisor, using various valuation methods, including (i) a comparison of the Company and its projected performance to the market values of comparable companies, (ii) a review and analysis of several recent transactions of companies in similar industries to the Company, and (iii) a calculation of the present value of the future cash flows derived from the financial projections, including an assumption for a terminal value, discounted back at the Reorganized Company’s estimated weighted average cost of capital. The estimated enterprise value is highly dependent upon achieving the future financial results set forth in the projections as well as the realization of certain other assumptions, none of which are guaranteed. For Fresh-Start accounting

36

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

purposes, the estimated enterprise value of the Reorganized Company was calculated to be $190,400. In applying Fresh-Start accounting, adjustments to reflect the fair value of assets and liabilities, on a net basis, and the restructuring of the Company’s capital structure and resulting discharge of the senior lenders’ pre-petition debt, resulted in net other income of $5,677 in the nine months ended September 30, 2003. The reorganization value exceeded the fair value of the Reorganized Company’s assets and liabilities, and this excess is reported as reorganization value in excess of amounts allocable to identifiable assets in the Reorganized Company’s consolidated balance sheet.

Changes to Significant Accounting Policies: As part of the provisions of SOP 90-7, the Reorganized Company was required to adopt on September 30, 2003 all accounting guidance that was going to be effective within the twelve-month period following September 30, 2003. Additionally, Fresh-Start accounting required the selection of appropriate accounting policies for the Reorganized Company. The significant accounting policies previously used by the Predecessor Company have continued to be used by the Reorganized Company except for certain policies related to inventory valuation and the policy for estimating the accounts receivable allowance for doubtful accounts. As of September 30, 2003, the Company changed its method of accounting for inventories at sites of the Company’s Chart Heat Exchangers Limited Partnership legal entity and former Process Systems, Inc. legal entity from the last-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method since the value of inventory on the LIFO method was approximately equal to the value on a FIFO basis. As of September 30, 2003, the Company changed its policy for estimating reserves for slow moving and obsolete inventories by utilizing aging reports indicating how long specific inventory items were on-hand without any usage, in addition to the forecasted inventory usage reports previously utilized, and by adopting updated historical obsolescence experience rates. Additionally, as of September 30, 2003, the Company changed its policy for estimating the accounts receivable allowance for doubtful accounts by calculating the age of the receivable based on the invoice due date, as opposed to the invoice issuance date, and by adopting updated historical bad-debt experience rates.

37

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

The following table reflects the reorganization adjustments to the Reorganized Company’s consolidated balance sheet at September 30, 2003.

	Predecessor Company September 30, 2003			Fresh-Start Fair Value Adjustments			Fresh-Start Tax Adjustments			Fresh-Start Equity Adjustments			Reorganized Company September 30, 2003
ASSETS
Current Assets
Cash and cash equivalents	$	30,995		$	(3,180	)A							$	27,815
Accounts receivable, net		37,316			(1,212	)B								36,104
Inventories, net		38,741			3,528	C								42,269
Other current assets		26,219			(5,710	)D	$	8,177	P					28,686
Assets held for sale		550												550
Total Current Assets		133,821			(6,574	)		8,177						135,424
Property, plant and equipment, net		46,079			317	E								46,396
Goodwill, net		74,977			(74,977	)F
Reorganization value										$	76,540	G		76,540
Identifiable intangible assets, net		7,136			44,847	E								51,983
Other assets, net		3,796			(1,217	)H								2,579
TOTAL ASSETS	$	265,809		$	(37,604	)	$	8,177		$	76,540		$	312,922
LIABILITIES & SHAREHOLDER’ (DEFICIT) EQUITY
Current Liabilities
Accounts payable	$	18,277		$	3,357	A							$	21,634
Customer advances and billings in excess of contract revenue		6,830												6,830
Accrued expenses and other current liabilities		32,123			(456	)I	$	(882	)P					30,785
Current maturities of long-term debt		258,221			(254,746	)J								3,475
Total Current Liabilities		315,451			(251,845	)		(882	)					62,724
Long-term debt		3,537			119,000	J								122,537
Other long-term liabilities		28,015			(4,278	)K		14,059	P					37,796
Shareholder’s (Deficit) Equity
Common stock – Reorganized Company					50	J				$	3	M		53
Common stock – Predecessor Company		266									(266	)L
Additional paid-in-capital – Reorganized Company					85,321	J					4,491	M		89,812
Additional paid-in-capital – Predecessor Company		46,550									(46,550	)L
Retained deficit		(123,857	)		5,677	N		(5,000	) P		123,180	L
Accumulated other comprehensive (loss) income		(3,267	)		8,471	O					(5,204	)L
Treasury stock		(886	)								886	L
Shareholders’ (Deficit) Equity		(81,194	)		99,519			(5,000	)		76,540			89,865
TOTAL LIABILITIES AND SHAREHOLDERS (DEFICIT) EQUITY	$	265,809		$	(37,604	)	$	8,177		$	76,540		$	312,922

^A Professional fees paid and accrued related to the reorganization process

^B Adjustment to accounts receivable allowance for doubtful accounts due to change in accounting policy

^C Adjustment of $5,368 to record income earned by the Predecessor Company related to the manufacturing effort for work-in-process and finished goods inventory, $70 reversal of the LIFO inventory reserve due to the Company’s election to change from LIFO to FIFO accounting for inventories and an increase of $1,910 in the reserve for slow moving and obsolete inventory (collectively, the adjustment to inventory to reflect fair value).

^D Adjustment to write-off deferred financing costs related to the Predecessor Company’s senior debt

^E Adjustments to record fixed assets and identifiable intangible assets at fair values determined by an independent valuation specialist

38

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

^F Adjustment to write-off the Predecessor Company’s goodwill

^G Adjustment to record the reorganization value in excess of amounts allocable to identifiable assets

^H Adjustment of $1,146 to write-off intangible assets related to defined benefit pension plans and $71 to write-off other assets

^I Adjustment of $1,861 to write-off senior debt related interest and fees partially offset by an adjustment of $1,405 to accrue severance expenses of the Predecessor Company related to the Reorganization Plan

^J Adjustment to write-off Predecessor Company senior debt and related interest and fees in exchange for a 95 percent ownership interest in the Reorganized Company and a new $120,000 secured term loan

Pre-petition senior debt	$	255,746
Pre-petition senior debt interest and fees		1,861
		257,607
New senior debt – current		1,000
New senior debt – long term		119,000
		137,607
95 percent equity interest in Reorganized Company		85,371
Debt forgiveness income	$	52,236

^K Adjustment of $3,904 to write-off a claim impaired in the Chapter 11 proceedings and an adjustment of $374 to reduce the defined benefit pension plan obligation

^L Adjustment to eliminate the retained deficit, common stock and other equity items of the Predecessor Company

^M Adjustment to record the Predecessor Company’s existing stockholders’ five percent equity interest in the Reorganized Company

^N Adjustment to record reorganization items as net other (income) expense, consisting of the following items:

Accounts receivable allowance for doubtful accounts	$	1,212
Deferred financing costs related to senior debt		5,710
Fixed assets fair value adjustment		(317	)
Intangible assets fair value adjustment		(44,847	)
Write-off of goodwill		74,977
Write-off of other assets		71
Impaired claim		(3,904	)
Adjust defined benefit pension plan assets and liabilities to fair value		9,243
Debt forgiveness income		(52,236	)
Reorganization fees		6,537
Reorganization related severance		1,405
Inventory fair value adjustment		(3,528	)
Reorganization items included in net other (income) expense	$	(5,677	)

^O Adjustment of $8,471 to write-off the defined benefit pension plan additional minimum liability

^P Adjustment to record deferred tax assets and liabilities and related valuation allowance resulting from the Fresh-Start valuation adjustments

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, 2003 and 2002 balances include money market investments and cash.

Concentrations of Credit Risks: The Company sells its products to gas producers, distributors and end-users across the industrial gas, hydrocarbon and chemical processing industries in countries all over the world. Approximately 49 percent, 33 percent and 34 percent of sales were destined to be used in foreign countries in 2003, 2002 and 2001, respectively. While no single customer exceeded ten percent of consolidated sales in 2003, 2002 or 2001, sales to the Company’s top ten customers accounted for 43 percent, 41 percent and 40 percent of consolidated sales in 2003, 2002 and 2001, respectively. The Company’s sales to particular customers fluctuate from period to period, but the gas producer customers of the Company’s Energy and Chemicals segment tend to be a consistently large source of revenue for the Company. To minimize credit risk

39

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

from trade receivables, the Company reviews the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitors the financial condition of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the Energy and Chemicals segment, the Company requires advance payments, letters of credit and other such guarantees of payment. Certain customers also require the Company to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order.

The Company is also subject to concentrations of credit risk with respect to its cash and cash equivalents, marketable securities, interest rate collar agreements and forward foreign currency exchange contracts. To minimize credit risk from these financial instruments, the Company enters into these arrangements with major banks and other high credit quality financial institutions and invests only in high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations.

Allowance for Doubtful Accounts: The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. The Company also records allowances for doubtful accounts based on the length of time the receivables are past due and historical experience. Bad debt expense (recoveries) totaled $128 for the three months ended December 31, 2003, ($159) for the nine-months ended September 30, 2003 and $1,595 and ($360) for the years ended December 31, 2002 and 2001, respectively.

Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method at December 31, 2003 and by both the last-in, first-out (“LIFO”) method (approximately 11 percent of inventory at December 31, 2002) and FIFO method at December 31, 2002. The components of inventory are as follows:

	Reorganized Company		Predecessor Company
	December 31,
	2003		2002
Raw materials and supplies	$	15,143	$	21,361
Work in process		11,761		13,165
Finished goods		7,884		11,542
LIFO reserve				(70	)
	$	34,788	$	45,998

Inventory Valuation Reserves: The Company determines inventory valuation reserves based on a combination of factors. In circumstances where the Company is aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. The Company also recognizes reserves based on the actual usage in recent history and projected usage in the near-term. If circumstances change (e.g., lower-than-expected or higher-than-expected usage), estimates of the net realizable value could be changed by a material amount.

Property, Plant and Equipment: Property, plant and equipment are stated on the basis of cost prior to September 30, 2003. At September 30, 2003, property, plant and equipment were recorded at fair value as part of Fresh-Start accounting. The estimated depreciable lives were adjusted to reflect the estimated remaining useful life of each asset and all existing accumulated depreciation was eliminated. Subsequent to September 30, 2003, all capital expenditures for 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 improvements 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 $1,523 for the three-months ended December 31, 2003, $6,441 for the nine months ended September 30, 2003, $9,682 in 2002 and $9,311 in 2001. The following table summarizes the components of property, plant and equipment:

		Reorganized Company			Predecessor Company
		December 31,
Classification	Expected Useful Life	2003			2002
Land and buildings	20-35 years (buildings)	$	28,547		$	42,645
Machinery and equipment	3-12 years		17,083			48,979
Computer equipment, furniture and fixtures	3-7 years		2,073			11,084
Construction in process			267			403
			47,790			103,111
Less accumulated depreciation			(2,208	)		(47,799	)
Total property, plant and equipment, net		$	45,762		$	55,312

40

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

Property, plant and equipment are evaluated for impairment if an indicator of impairment exists. The Company assesses whether impairment exists for each of its assets or groups of assets by comparing estimated undiscounted future cash flows against the carrying value of such assets. If the future undiscounted cash flows are less than the carrying value of the assets, an impairment reserve is recorded. The amount of impairment is calculated by comparing estimated future discounted cash flows, asset appraisals or market values of similar assets to the related carrying value.

Reorganization Value in Excess of Amounts Allocable to Identifiable Assets, Goodwill and Other Intangible Assets: Effective January 1, 2002, the Company adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets,” which established financial accounting and reporting for acquired goodwill and other intangible assets and superseded Accounting Principles Board (“APB”) Opinion No. 16, “Business Combinations,” and APB Opinion No. 17, “Intangible Assets.” Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed at least annually for impairment. Intangible assets that have finite useful lives will continue to be amortized over their useful lives.

Prior to the adoption of SFAS No. 142, the Company recorded amortization expense for goodwill and other intangible assets. The following table sets forth a reconciliation of net loss and earnings per share information adjusted in 2001 for the non-amortization provisions of SFAS No. 142:

	Reorganized Company		Predecessor Company
	Three Months Ended December 31, 2003		Nine Months Ended September 30, 2003			Years Ended December 31,
						2002			2001
Reported income (loss) from continuing operations before cumulative effective of change in accounting principle	$	31	$	(7,918	)	$	(134,002	)	$	(8,976	)
Add back goodwill and indefinite lived intangible asset amortization, net of tax										5,266
Adjusted income (loss) from continuing operations before cumulative effect of change in accounting principle		31		(7,918	)		(134,002	)		(3,710	)
Cumulative effect of change in accounting principle, net of tax										88
Adjusted income (loss) from continuing operations		31		(7,918	)		(134,002	)		(3,798	)
Income from discontinued operation				833			3,217			3,906
Adjusted net income (loss)	$	31	$	(7,085	)	$	(130,785	)	$	108
Basic and diluted earnings per share:
Reported income (loss) from continuing operations before cumulative effect of change in accounting principle	$	0.01	$	(0.30	)	$	(5.35	)	$	(0.37	)
Add back goodwill and indefinite lived intangible asset amortization, net of tax										0.21
Adjusted income (loss) before cumulative effect of change in accounting principle		0.01		(0.30	)		(5.35	)		(0.16	)
Cumulative effect of change in accounting principle, net of tax										0.00
Adjusted income (loss) from continuing operations		0.01		(0.30	)		(5.35	)		(0.16	)
Income from discontinued operation				0.03			0.13			0.16
Adjusted net income (loss)	$	0.01	$	(0.27	)	$	(5.22	)	$	0.00
Weighted average shares – basic and assuming dilution		5,325		26,336			25,073			24,573

41

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

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

As part of adopting this standard as of January 1, 2002, the Predecessor Company determined that it had one indefinite lived intangible asset in addition to goodwill. The Predecessor Company evaluated the impairment of such indefinite lived intangible asset during the first quarter of 2002 and determined that it was not impaired. The Predecessor Company completed step one of the transitional impairment test for goodwill during the second quarter of 2002 and determined that the fair value of each reporting unit exceeded the carrying value, including goodwill, of such reporting unit as of January 1, 2002. As such, the Predecessor Company was not required to record a cumulative effect charge as of January 1, 2002 for the adoption of SFAS No. 142.

The Predecessor Company performed its annual impairment test of goodwill as of October 1, 2002 using discounted cash flow techniques and values of comparable businesses. These tests resulted in the fair value of the Predecessor Company’s Distribution and Storage reporting unit being less than its carrying value including goodwill, which caused the Predecessor Company to advance to step two of SFAS No. 142 and engage a valuation specialist to provide valuations of the Distribution and Storage reporting unit’s tangible and identifiable intangible assets. Although those procedures confirmed the value of the reporting unit’s tangible assets exceeded their carrying value, goodwill of the Distribution and Storage reporting unit was determined to be impaired. As a result, in the fourth quarter of 2002 the Predecessor Company recorded a non-cash impairment charge of $92,379, or $3.69 per diluted share, to write off non-deductible goodwill. This non-cash charge was due to the combination of a reduction in the overall estimated enterprise value of the Predecessor Company, attributable to its leverage situation and financial performance, and a reduction in the specific estimated value of the Distribution and Storage reporting unit, caused by the worldwide slowdown experienced by the manufacturing sectors of the industrialized world, reductions in capital expenditures in the consolidating global industrial gas industry and a lowering of expectations for future performance of this segment for these same reasons.

The Predecessor Company considered its July 8, 2003 Chapter 11 bankruptcy filing to be an indicator of impairment under SFAS No. 142 and performed step one of the goodwill impairment test as of June 30, 2003. The Predecessor Company used, for this purpose, discounted cash flow techniques and an overall enterprise value for the Company of $190,400, as estimated by the Company’s financial advisor and filed with the Bankruptcy Court in the Company’s disclosure statement relating to its Reorganization Plan. These tests resulted in the fair value of the Company’s reporting units exceeding their carrying value, including goodwill, and no impairment loss was recognized.

In order to apply Fresh-Start accounting for intangible assets, the Company engaged an independent valuation specialist to identify and value its intangible assets. The specialist conducted extensive interviews with the Company’s management to identify intangible assets including unpatented technology, patented technology, patents, customer base and trademarks and trade names, and used discounted cash flow techniques to estimate a total fair value of $51,983 for these intangible assets.

As part of the Fresh-Start accounting adjustments, the Company wrote-off Predecessor Company goodwill of $74,977 as of September 30, 2003 and recorded an intangible asset for the reorganization value in excess of amounts allocable to identifiable assets in the amount of $76,540 at September 30, 2003. This asset is being treated similar to goodwill in that it is not being amortized but has been allocated to the reporting units of the Reorganized Company and will be evaluated at least annually for impairment.

42

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets.

		Reorganized Company					Predecessor Company
		December 31, 2003					December 31, 2002
	Reorganized Company	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	Estimated Useful Life
Finite-lived assets
Unpatented technology	9 years	$	3,305	$	(90	)	$	7,690	$	(4,996	)
Patented technology	12 years		3,729		(88	)
Patents	5 years		540		(25	)		2,131		(1,024	)
Customer Base	13 years		23,960		(499	)
		$	31,534	$	(702	)	$	9,821	$	(6,020	)
Indefinite-lived intangible assets
Reorganization value in excess of amounts allocable to identifiable assets		$	76,540
Trademarks and trade names			20,449
Know-how and intellectual property							$	6,439	$	(1,610	)
Goodwill								83,660		(6,428	)
		$	96,989				$	90,099	$	(8,038	)

Amortization expense for intangible assets subject to amortization was $702 for the three months ended December 31, 2003, $1,166 for the nine months ended September 30, 2003, $1,690 in 2002 and $6,990 in 2001, and is estimated to be approximately $2,800 annually for fiscal years 2004 through 2008.

Effective January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. Effective May 15, 2002, the Company adopted SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” which rescinds, amends and clarifies certain previously issued FASB statements. Initial adoption of SFAS No. 144 and No. 145 had no effect on the Company’s financial statements.

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. Under such method the Company’s long-term debt approximated its carrying value at December 31, 2003 and 2002.

Derivative Instruments: Effective January 1, 2001, the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138. The standard requires that all derivative instruments be recorded on the balance sheet at fair value and establishes criteria for designation and effectiveness of the hedging relationships.

The Company utilizes certain derivative financial instruments to enhance its ability to manage risk, including interest rate risk and foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into contracts for speculative purposes, nor is it a party to any leveraged derivative instrument.

The Company’s primary interest rate risk exposure results from various floating rate pricing mechanisms in the Company’s consolidated term loan and revolving credit facility. This interest rate risk is partially managed by the use of an interest rate derivative contract relating to a portion of the term debt. The interest rate derivative contract is generally described as a collar and results in putting a cap on the base LIBOR interest rate at approximately 7.0 percent and a floor at approximately 5.0 percent on certain portions of the Company’s floating rate term debt. The Predecessor Company was required to enter into two interest rate collars in March 1999 to manage interest rate risk exposure relative to its term debt. One of these collars expired and was settled on June 28, 2002. The other collar, in the amount of $25,500 at December 31, 2003, continues to be outstanding after the bankruptcy and expires in March 2006. The Company’s interest rate collars do not qualify as a hedge under the provisions of SFAS No. 133, which requires such collars to be recorded in the consolidated balance sheet at fair value. Changes in their fair value must be recorded in the consolidated statement of operations. Accordingly, the Company recorded a cumulative effect of a change in accounting principle, net of income taxes, as an adjustment to operations as of January 1, 2001. The fair value of the contract related to the collar outstanding at December 31, 2003 is a liability of $1,165 and is recorded in accrued interest.

43

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

The change in fair value during the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001 of $46, ($389), ($1,564) and ($2,876) respectively, is recorded in derivative contracts valuation income (expense).

The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases and certain intercompany transactions in the normal course of business. Contracts typically have maturities of less than one year. Principal currencies include the Euro, British Pound and Czech Koruna. The Company’s foreign currency forward contracts do not qualify as hedges under the provisions of SFAS No. 133. Gains and losses recorded by the Company related to foreign currency forward contracts during 2003, 2002 and 2001 were not material.

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

	Reorganized Company		Predecessor Company
	December 31, 2003		December 31, 2002
Euros	$	1,399	$	78
Fair Value	$	1,399	$	78

The Company recorded a charge for the cumulative effect of a change in accounting principle, net of income taxes, of $88 as of January 1, 2001 for the adoption of SFAS No. 133.

Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company records warranty expense in cost of sales. The changes in the Company’s consolidated warranty reserve are as follows:

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
Balance at beginning of period	$	3,803		$	4,032		$	3,492		$	6,150
Warranty expense		89			1,214			2,875			266
Warranty usage		(684	)		(1,443	)		(2,335	)		(2,924	)
Balance at end of period	$	3,208		$	3,803		$	4,032		$	3,492

Shareholders’ Equity (Deficit): The Company reports comprehensive loss in its consolidated statement of shareholders’ equity (deficit). The components of accumulated other comprehensive income (loss) are as follows:

	Reorganized Company			Predecessor Company
	December 31, 2003			December 31, 2002
Foreign currency translation adjustments	$	914		$	336
Minimum pension liability adjustments		(3	)		(11,135	)
	$	911		$	(10,799	)

44

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For heat exchangers, cold boxes, liquefied natural gas fueling stations and engineered tanks, the Company uses the percentage of completion method of accounting. Earned revenue is based on the percentage that incurred costs to date bear to total estimated costs at completion after giving effect to the most current estimates. Earned revenue on contracts in process at December 31 totaled $73,360, $44,817, and $39,344 in 2003, 2002 and 2001, respectively. Timing of amounts billed on contracts varies from contract to contract causing significant variation in working capital needs. Amounts billed on percentage of completion contracts in process at December 31 totaled $65,309, $37,981, and $38,407 in 2003, 2002, and 2001, respectively. 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.

Distribution Costs: The Company records distribution costs, including warehousing and freight related to product shipping, in cost of sales.

Advertising Costs: The Company incurred advertising costs of $465 for the three months ended December 2003, $1,538 for the nine months ended September 30, 2003, $2,965 in 2002 and $2,654 in 2001. These costs are expensed as incurred.

Research and Development Costs: The Company incurred research and development costs of $1,280 for the three months ended December 31, 2003, $2,551 for the nine months ended September 30, 2003, $4,573 in 2002 and $3,982 in 2001. These costs are expensed as incurred.

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 operations 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. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized.

Employee Stock Options: All of the Predecessor Company’s employee stock options were cancelled on September 15, 2003 as part of the Reorganization Plan, and no new employee stock options had been issued as of December 31, 2003. Both the Predecessor Company and the Reorganized Company have elected to follow the intrinsic value method of 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 Predecessor Company’s employee stock options equaled the market price of the underlying stock on the date of grant, the Predecessor Company did not recognize compensation expense.

The Company adopted SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” in December 2002. SFAS No. 148 amends the disclosure provisions of SFAS No. 123 and requires expanded and more prominent disclosure of the effects of an entity’s accounting policy in respect to stock-based employee compensation.

45

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

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

	Nine Months Ended September 30, 2003			Years Ended December 31,
				2002			2001
Reported loss from continuing operations before cumulative effective of change in accounting principle	$	(7,918	)	$	(134,002	)	$	(8,976	)
Pro-forma stock-based employee compensation cost, net of taxes		(254	)		(553	)		(831	)
Pro-forma loss from continuing operations before cumulative effect of change in accounting principle		(8,172	)		(134,555	)		(9,807	)
Cumulative effect of change in accounting principle, net of taxes								88
Pro-forma loss from continuing operations		(8,172	)		(134,555	)		(9,895	)
Income from discontinued operation		833			3,217			3,906
Pro-forma net loss	$	(7,339	)	$	(131,338	)	$	(5,989	)
Basic and diluted earnings per share:
Reported loss from continuing operations before cumulative effect of change in accounting principle	$	(0.30	)	$	(5.35	)	$	(0.37	)
Pro-forma stock-based employee compensation cost, net of taxes		(0.01	)		(0.02	)		(0.03	)
Pro-forma loss from continuing operations before cumulative effect of change in accounting principle		(0.31	)		(5.37	)		(0.40	)
Cumulative effect of change in accounting principle, net of taxes								(0.00	)
Pro-forma loss from continuing operations		(0.31	)		(5.37	)		(0.40	)
Income from discontinued operation		0.03			0.13			0.16
Pro-forma net loss	$	(0.28	)	$	(5.24	)	$	0.24
Weighted average shares – basic and assuming dilution		26,336			25,073			24,573

Earnings Per Share: The following table sets forth the computation of basic and diluted earnings per share. The assumed conversion of the Company’s potentially dilutive securities (employee stock options and warrants), before giving effect to the cumulative effect of a change in accounting principle, was anti-dilutive for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001, respectively. As a result, the calculation of diluted net loss per share for these time periods set forth below does not reflect any assumed conversion.

46

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

	Reorganized Company		Predecessor Company
	Three Months Ended December 31 2003		Nine Months Ended September 30, 2003			Years Ended December 31,
						2002			2001
			(Shares in thousands)
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	31	$	(7,918	)	$	(134,002	)	$	(8,976	)
Cumulative effect of change in accounting principle, net of taxes										(88	)
Income (loss) from continuing operations		31		(7,918	)		(134,002	)		(9,064	)
Income from discontinued operation				833			3,217			3,906
Net income (loss)	$	31	$	(7,085	)	$	(130,785	)	$	(5,158	)
Weighted-average common shares		5,235		26,336			25,073			24,573
Net income (loss) per common share – basic and assuming dilution:
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	0.01	$	(0.30	)	$	(5.35	)	$	(0.37	)
Cumulative effect of change in accounting principle, net of taxes										0.00
Income (loss) from continuing operations		0.01		(0.30	)		(5.35	)		(0.37	)
Income from discontinued operation				0.03			0.13			0.16
Net income (loss) per common share	$	0.01	$	(0.27	)	$	(5.22	)	$	(0.21	)

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

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Recently Adopted Accounting Standards: Effective January 1, 2003, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations,” which amends SFAS No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies,” and is effective for all companies. This statement addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective January 1, 2003, the Company adopted SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective January 1, 2003, the Company adopted Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued, including product warranties. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The adoption of this interpretation did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

47

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A — Nature of Operations and Summary of Significant Accounting Policies — Continued

Effective July 1, 2003, the Company adopted SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations. Effective July 1, 2003, the Company adopted SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how certain financial instruments with characteristics of both liabilities and equity are classified and requires that certain financial instruments should be classified as liabilities (or as assets in some circumstances). The adoption of this statement did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

Effective September 30, 2003, the Company adopted FIN No. 46, “Consolidation of Variable Interest Entities.” FIN No. 46 provides guidance for identifying a controlling interest in a variable interest entity (“VIE”) established by means other than voting interests. FIN No. 46 also requires consolidation of a VIE by an enterprise that holds such a controlling interest. The adoption of this interpretation did not have a material impact on the Company’s financial position, liquidity, cash flows or results of operations.

NOTE B — Balance Sheet Components

The following table summarizes the components of other current assets, other assets, net, other current liabilities and other long-term liabilities on the Company’s consolidated balance sheet as of December 31, 2003 and 2002:

	Reorganized Company		Predecessor Company
	December 31, 2003		December 31, 2002
Other current assets:
Deposits	$	1,390	$	566
Investment in leases		131		245
Deferred financing costs, net				7,204
Deferred income taxes		8,177
Other receivables		6,898		6,525
	$	16,596	$	14,540
Other assets, net:
Deferred financing costs, net			$	73
Equity investment in Coastal Fabrication joint venture	$	340		1,171
Investment in leases		320		494
Cash value life insurance		1,401		1,335
Prepaid pension cost				1,146
Other		266		865
	$	2,327	$	5,084
Other current liabilities:
Accrued interest	$	1,179	$	2,167
Accrued income taxes		1,572		4,879
Accrued other taxes		1,005		1,424
Accrued rebates		2,524		1,478
Accrued employee separation and plant closure costs		3,390		8,815
Deferred income taxes				380
Accrued other		3,455		4,150
	$	13,125	$	23,293
Other long-term liabilities:
Deferred income taxes	$	14,900	$	1,297
Accrued environmental		6,794		6,627
Accrued pension cost		15,156		16,125
Minority interest		1,442		1,106
Other		11		473
	$	38,303	$	25,628

48

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE C — Debt and Credit Arrangements

The following table shows the components of the Company’s borrowings at December 31, 2003 and 2002, respectively.

	Reorganized Company		Predecessor Company
	December 31, 2003		December 31, 2002
Senior term loan, due September 2009, quarterly principal payments, average interest rate of 4.69% at December 31, 2003	$	109,750
Term loan A, originally due March 2005, quarterly principal payments, average interest rate of 5.94% at December 31, 2002			$	97,933
Term loan B, originally due March 2006, quarterly principal payments, average interest rate of 5.94% at December 31, 2002				115,748
Revolving Credit Facility, originally due March 2005, average interest rate of 6.0% at December 31, 2002				33,400
Series 1 and Series 2 Incremental Revolving Credit Facilities, originally due March 2003, average interest rate of 6.19% at December 31, 2002				9,793
Industrial Development Revenue Bonds, due August 2006, monthly payments, average interest rate of 6.33% at December 31, 2003		1,608		2,160
Industrial Development Revenue Bonds, due June 2006, semi-annual principal payments, average interest rate of 1.55% at December 31, 2003		1,100		1,540
Revolving foreign credit facility		45		2,528
Other notes payable with varying principal and interest payments		58		798
Total debt		112,561		263,900
Less: current maturities		3,480		5,865
Less: current portion				256,874
Long-term debt	$	109,081	$	1,161

In March 1999, the Predecessor Company negotiated a consolidated credit and revolving loan facility (the “Old Credit Facility”), which originally provided for term loans of up to $250,000 and a revolving credit line of $50,000, which could also be used for the issuance of letters of credit. Due to scheduled reductions in the commitment amount, at July 8, 2003 the Old Credit Facility provided a revolving credit line of $48,967. Under the Old Credit Facility, the Predecessor Company granted a security interest in substantially all of the assets of the Predecessor Company to the agent bank as representative of the senior lenders. Under the terms of the Old Credit Facility, term loans and revolving credit bore interest at rates that equaled the prime rate plus incremental margins or LIBOR plus incremental margins. The incremental margins varied based on the Predecessor Company’s financial position and ranged from 2.0 percent to 4.75 percent.

The Predecessor Company entered into the Series 1 Incremental Revolving Credit Facility in November 2000 and the Series 2 Incremental Revolving Credit Facility in April 2001 (collectively, the “Incremental Credit Facility”), which originally provided a revolving credit line of $10,000 in addition to the credit line available under the Old Credit Facility. Due to scheduled reductions in the commitment amount, at July 8, 2003 the Incremental Credit Facility provided a revolving credit line of $9,793. Borrowings on the Incremental Credit Facility were secured by the same collateral as the Old Credit Facility and bore interest, at the Company’s option, at rates equal to the prime rate plus 3.50 percent or LIBOR plus 4.25 percent. The Predecessor Company was also required to pay a commitment fee of 0.75 percent per annum on the average daily unused amount. The Incremental Credit Facility expired on July 15, 2003.

The Old Credit Facility contained certain covenants and conditions which imposed limitations on the Predecessor 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, minimum fixed charge coverage ratio and minimum earnings before interest, taxes, depreciation, amortization and restructuring charges. As of December 31, 2002 and June 30, 2003, the Predecessor Company was in default under the Old Credit Facility and the Incremental Credit Facility due to violations of these financial covenants. Subsequent to December 31, 2002, the Predecessor Company also was in default under the Old Credit Facility as a result of its failure to make principal and interest payments when due and the insolvency of CHEL, which is more fully described in Note E to the consolidated financial statements. The Predecessor Company’s senior lenders amended the Old Credit Facility and Incremental Credit Facility on April 2, 2003 to waive all defaults existing at December 31, 2002 and through April 30, 2003 and to defer until April 30, 2003 $6,549 in scheduled term debt amortization payments and $9,793 in Incremental Credit Facility amortization payments originally due on March 31, 2003. In addition, the amendment provided that if a negotiated term sheet with the senior lenders was reached by April 30, 2003, the waiver of defaults and deferral of debt payments would be extended until June 30, 2003. The amendment also granted approval for certain asset sales, the proceeds of which were to be used to fund senior debt interest payments, restructuring related activities and working capital requirements.

On April 30, 2003, the Predecessor Company reached an agreement in principle with its senior lenders on a restructuring plan and entered into an agreement with its senior lenders as of April 30, 2003 under which the senior lenders agreed to extend the waiver of defaults obtained on April 2, 2003 through June 30, 2003, to defer certain interest and principal payments to June 30, 2003 and to permit the Predecessor Company to sell certain non-core assets. The Predecessor

49

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE C — Debt and Credit Arrangements — Continued

Company and the senior lenders subsequently entered into an agreement on June 30, 2003 to extend the waiver of defaults and deferral of interest and principal payments to July 15, 2003 and to permit the Company to sell certain non-core assets. Proceeds from the sales of assets enabled the Predecessor Company to fund certain senior debt interest payments and pay certain professional fees and provided the Predecessor Company with increased liquidity for identified working capital requirements and other corporate needs and obligations.

On July 8, 2003, the Predecessor Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the Bankruptcy Court. The Predecessor Company recorded interest expense on amounts outstanding under the term loan portion and revolving credit loan portion of the Old Credit Facility and under the Incremental Credit Facility until July 8, 2003, the date the Predecessor Company filed its Chapter 11 petitions, but not thereafter. As a result, interest expense for the three- and nine-month periods ended September 30, 2003 does not include approximately $3,798 that would have been payable under the terms of these facilities had the Company not filed for Chapter 11 protection.

In conjunction with the filing of its Reorganization Plan, on July 17, 2003, the Predecessor Company entered into a debtor-in-possession credit facility (the “DIP Credit Facility”) with certain of its senior lenders. The DIP Credit Facility provided a revolving credit line of $40,000, of which $30,000 could also be used for the issuance of letters of credit. Loans under the DIP Credit Facility bore interest at rates equal to the prime rate plus 1.50 percent or LIBOR plus 2.50 percent. On August 13, 2003, the Bankruptcy Court entered a final order approving the DIP Credit Facility. The DIP Credit Facility expired on September 15, 2003, the bankruptcy consummation date.

On September 15, 2003, the Company and all of its then majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Reorganization Plan, which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Predecessor Company’s senior debt of $255,746 and related interest and fees of $1,861 were converted into a $120,000 secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and the Predecessor Company’s $40,000 secured DIP Credit Facility was amended and restated as a $40,000 post-bankruptcy secured revolving credit facility. On September 15, 2003, all of the Predecessor Company’s common stock, warrants, options and other rights to acquire the Predecessor Company’s common stock were cancelled, and the Predecessor Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of 280,281 newly issued warrants. These warrants to acquire new common stock have an exercise price of $32.97 per share and are exercisable for a period of seven years, subject to early termination in certain cases.

Effective September 15, 2003, the Reorganized Company entered into a new term loan agreement and revolving credit facility (collectively, the “Credit Facility”) and granted a security interest in substantially all of the assets of the Company to the agent bank as representative of the senior lenders. The Credit Facility provides a term loan of $120,000 with final maturity in 2009 and a revolving credit line of $40,000 that expires September 15, 2008, of which $30,000 may be used for the issuance of letters of credit. Under the terms of the Credit Facility, term loans bear interest, at the Company’s option, at rates equal to the prime rate plus 2.50 percent or LIBOR plus 3.50 percent and the revolving credit line bears interest, at the Company’s option, at rates equal to the prime rate plus 1.50 percent or LIBOR plus 2.50 percent. The Company is also required to pay a commitment fee of 0.375 percent per annum on the unused amount of the revolving credit line of the Credit Facility.

The Credit Facility contains certain covenants and conditions which impose limitations on the Company and its operating units, including a restriction on the payment of cash dividends and a requirement to meet certain financial tests and to maintain on a quarterly basis certain consolidated financial ratios, including maximum leverage (calculated as total debt divided by earnings before interest, taxes, depreciation, amortization and restructuring charges (“EBITDAR”)), minimum interest coverage ratio (calculated as EBITDAR divided by interest expense), minimum fixed charge coverage ratio (calculated as EBITDAR less capital expenditures divided by the sum of interest expense, scheduled debt payments and taxes paid), minimum EBITDAR and maximum capital expenditures. The Credit Facility also contains a feature whereby if the Company generates cash from operations above a pre-defined calculated amount, the Company is required to use a portion of that cash to make a pre-payment on the term loan portion of the Credit Facility.

In December 2003, the Company made a $10,000 prepayment on the term loan portion of the Credit Facility. As a result, at December 31, 2003, the Company had borrowings outstanding of $109,750 under the term loan portion of the Credit Facility and letters of credit outstanding and bank guarantees totaling $18,048 supported by the revolving credit line portion of the Credit Facility.

50

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE C — Debt and Credit Arrangements — Continued

The scheduled annual maturities of debt and credit arrangements at December 31, 2003, are as follows:

Year	Amount
2004	$	3,480
2005		3,235
2006		3,886
2007		6,416
2008		6,415
2009		89,129
	$	112,561

The Company paid interest of $2,268 in the three months ended December 31, 2003, $10,021 in the nine months ended September 30, 2003, $20,553 in 2002 and $23,996 in 2001.

NOTE D — Employee Separation and Plant Closure Costs

In 2002, the Company embarked on an aggressive manufacturing facility reduction plan designed to consolidate excess capacity and reduce overall operating costs, closing its Distribution and Storage segment manufacturing facilities in Costa Mesa, California and Columbus, Ohio and announcing the closure of the Company’s Energy and Chemicals segment manufacturing facility in Wolverhampton, United Kingdom, which was completed in the first quarter of 2003. In 2003, the Company continued this manufacturing facility reduction plan and engaged restructuring consultants to assist in the selection of other facilities to close and in the implementation of these closure activities. These actions resulted in the closure in September 2003 of the Company’s Energy and Chemicals segment sales and engineering office in Westborough, Massachusetts and the announcements in December 2003 and January 2004 of the closure of the Company’s Distribution and Storage segment manufacturing facility in Plaistow, New Hampshire and the Biomedical segment manufacturing and office facility in Burnsville, Minnesota, respectively. During 2003 and 2002, the Company recorded employee separation and plant closure costs related to the closures of these various facilities and also recorded non-cash inventory valuation charges included in cost of sales for the write-off of inventory at certain of these sites. The Company expects to record approximately $4,000 of employee separation and plant closure costs related to these actions in 2004.

51

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE D — Employee Separation and Plant Closure Costs — Continued

The following tables summarize the Company’s employee separation and plant closure costs activity for 2003 and 2002.

	Solingen			Columbus and Costa Mesa			Denver			CHEL			Westborough			Plaistow			Other			Total
	Three Months Ended December 31, 2003 – Reorganized Company
One-time employee termination costs	$	141		$	(34	)				$	(50	)	$	79		$	529		$	154		$	819
Other associated costs		9												113						69			191
Employee separation and plant closure costs		150			(34	)					(50	)		192			529			223			1,010
Reserve usage		(189	)		(251	)	$	(212	)		(31	)		(286	)		(31	)		(435	)		(1,435	)
Change in reserve		(39	)		(285	)		(212	)		(81	)		(94	)		498			(212	)		(425	)
Reserve as of October 1, 2003		39			302			212			1,638			710						914			3,815
Reserve as of December 31, 2003	$	—		$	17		$	—		$	1,557		$	616		$	498		$	702		$	3,390
	Nine Months Ended September 30, 2003 – Predecessor Company
One-time employee termination costs	$	11		$	29					$	368		$	400		$	121		$	754		$	1,683
Contract termination costs					(463	)	$	(1,254	)					545						(91	)		(1,263	)
Other associated costs		38			203						211									10			462
Employee separation and plant closure costs		49			(231	)		(1,254	)		579			945			121			673			882
Inventory valuation in cost of sales					440															16			456
		49			209			(1,254	)		579			945			121			689			1,338
Reserve usage		(173	)		(1,328	)		(357	)		(3,822	)		(235	)		(121	)		(302	)		(6,338	)
Change in reserve		(124	)		(1,119	)		(1,611	)		(3,243	)		710						387			(5,000	)
Reserve as of January 1, 2003		163			1,421			1,823			4,881									527			8,815
Reserve as of September 30, 2003	$	39		$	302		$	212		$	1,638		$	710		$	—		$	914		$	3,815
	Year Ended December 31, 2002 – Predecessor Company
One-time employee termination costs	$	12		$	520		$	276		$	5,777		$	28		$	8		$	509		$	7,130
Contract termination costs		192			690			2,209			40												3,131
Other associated costs		13			1,043			170			2,400												3,626
Employee separation and plant closure costs		217			2,253			2,655			8,217			28			8			509			13,887
Inventory valuation in cost of sales					564			287			631												1,482
		217			2,817			2,942			8,848			28			8			509			15,369
Pension curtailment											(2,921	)											(2,921	)
Reserve usage		(54	)		(1,396	)		(1,119	)		(1,046	)		(28	)		(8	)		(468	)		(4,119	)
Change in reserve		163			1,421			1,823			4,881									41			8,329
Reserve as of January 1, 2002																				486			486
Reserve as of December 31, 2002	$	163		$	1,421		$	1,823		$	4,881		$	—		$	—		$	527		$	8,815

The employee separation and plant closure costs reserve at December 31, 2003 and 2002 consist of $1,132 and $5,214 respectively for lease termination and facility-related closure costs and $2,258 and $3,601 respectively for severance and other benefits.

NOTE E — Loss on Insolvent Subsidiary

In March 2003, the Company completed the closure of its Wolverhampton, United Kingdom manufacturing facility, operated by CHEL, and all current heat exchanger manufacturing is now being conducted at its LaCrosse, Wisconsin facility. On March 28, 2003, CHEL filed for a voluntary administration under the U.K. Insolvency Act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. In accordance with SFAS No. 94, “Consolidation of All Majority-Owned Subsidiaries,” the Company is not consolidating the accounts or financial results of CHEL subsequent to March 28, 2003 due to the assumption of control of CHEL by the insolvency administrator. Effective March 28, 2003, the Company recorded a non-cash impairment charge of $13,682 to write off its net investment in CHEL.

CHEL’s net pension plan obligations increased significantly prior to the closure of the Wolverhampton facility, primarily due to a decline in plan asset values and interest rates, resulting in an estimated plan deficit of $12,000 as of March 2003. Based on the Company’s financial condition, in March 2003 the Company determined not to advance funds to CHEL

52

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE E — Loss on Insolvent Subsidiary – Continued

in amounts necessary to fund CHEL’s obligations. CHEL did not have the necessary funds to enable it to fund its net pension plan deficit, pay remaining severance due to former employees or pay other creditors. As a result, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a United Kingdom pension regulatory board, which approved the wind-up as of March 28, 2003. Included in the impairment charge of $13,682 is an estimate of certain potential liabilities, including an estimate of CHEL’s net pension plan deficit. Adjustments to amounts provided may be required in subsequent periods when an analysis of the pension plan’s net deficit on a wind-up basis is ultimately completed by the administrator.

At the present time, the Company is unable to determine the final financial impact of the April 1, 2003 approval of insolvency administration for CHEL and the related wind-up of CHEL’s United Kingdom pension plan. CHEL’s administrator has asserted certain claims on behalf of CHEL against the Company related to these matters, and the Company can provide no assurance that further claims will not be asserted against the Company for obligations of CHEL related to these matters. To the extent the Company has significant financial obligations as a result of CHEL’s insolvency and the pension plan wind-up, such liability could have a material adverse impact on the Company’s liquidity and its financial position.

NOTE F — 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, 2003, pursuant to Section 108 of the Internal Revenue Code, the Company lost all domestic tax attributes, except for capital loss carryforwards of $8,930 that were fully reserved at December 31, 2003, due to recognition of cancellation of indebtedness income. At December 31, 2002, the Company had domestic net operating loss carryforwards of $33,865, capital loss carryforwards of $14,837, and research and development credits and other credits of $884. Additionally, the Company had foreign net operating loss carryforwards of $6,349 at December 31, 2002.

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

	Reorganized Company			Predecessor Company
	December 31,
	2003			2002
Deferred tax assets:
Accruals and reserves	$	9,271		$	17,365
Net operating loss and credit carryforwards					24,350
Pensions		3,155			3,585
Inventory		1,921
Other – net		3,479			1,012
		17,826			46,312
Valuation allowance					(38,248	)
Total deferred tax assets		17,826			8,064
Deferred tax liabilities:
Property, plant and equipment		6,293			6,258
Intangibles		17,644			1,940
Inventory					1,543
Other – net		612
Total deferred tax liabilities		24,549			9,741
Net deferred tax liabilities	$	(6,723	)	$	(1,677	)

53

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE F — Income Taxes — Continued

The Company has not provided for U.S. federal income taxes on approximately $4,457 of foreign subsidiaries’ undistributed earnings as of December 31, 2003 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 $1,560.

Income (loss) from continuing operations before income taxes, minority interest, cumulative effect of change in accounting principle and extraordinary item consists of the following:

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
United States	$	1,749		$	(9,164	)	$	(110,235	)	$	(6,618	)
Foreign		(1,823	)		5,189			(9,362	)		2,057
	$	(74	)	$	(3,975	)	$	(119,597	)		(4,561	)

Significant components of the provision for income taxes are as follows:

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002		2001
Current:
Federal				$	(4,016	)
State	$	181			158		$	389	$	100
Foreign		(932	)		1,905			564		934
		(751	)		(1,953	)		953		1,034
Deferred:
Federal		537			6,639			9,959		(1,120	)
State					664
Foreign		89			(2,303	)		224		484
		626			5,000			10,183		(636	)
	$	(125	)	$	3,047		$	11,136	$	398

The reconciliation of income taxes computed at the U.S. federal statutory tax rates to income tax expense is as follows:

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
Income tax (benefit) expense at U.S. statutory rates	$	(26	)	$	(1,391	)	$	(41,859	)	$	(1,596	)
State income taxes, net of federal tax benefit		118			102			253			65
Debt forgiveness income					(18,283	)
Loss related to foreign subsidiary								(12,200	)
Effective tax rate differential of earnings outside of U.S.		(205	)		89			481			(386	)
Federal tax benefit of foreign sales		(88	)		(263	)		(315	)		(310	)
Non-deductible items – goodwill and other		76			4,535			32,142			1,551
Fresh-Start accounting adjustments and valuation allowance					22,274			32,634			1,074
Resolved tax contingency					(4,016	)
	$	(125	)	$	3,047		$	11,136		$	398

The Company had net income tax payments (refunds) of $362 in the three months ended December 31, 2003, $(1,262) in the nine months ended September 30, 2003, $(9,097) in 2002 and $2,272 in 2001.

54

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE G — Discontinued Operation and Assets Held for Sale

On July 3, 2003, the Company sold certain assets and liabilities of its former Greenville Tube, LLC stainless steel tubing business, which the Company previously reported as a component of its Energy and Chemicals operating segment. The Company received gross proceeds of $15,500, consisting of $13,550 in cash and $1,950 in a long-term subordinated note, which resulted in a gain of $3,692 recorded in the nine months ended September 30, 2003. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company has classified the assets of its stainless steel tubing business as assets held for sale on its consolidated balance sheet as of December 31, 2002 and the operating results of this business as a discontinued operation on its consolidated statements of operations for the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001. The amount of revenue reported in discontinued operations was $8,807 for the nine months ended September 30, 2003 and $19,931 and $22,702 for the years ended December 31, 2002 and 2001, respectively. The amount of pre-tax profit reported in discontinued operations is equal to the income from discontinued operation, net of income taxes, since the Company did not allocate income tax expense to this business.

In September 2003, the Company decided to sell a vacant building and a parcel of land at its New Prague, Minnesota Distribution and Storage manufacturing facility. In January 2004, the Company decided to sell a building and parcel of land at its Burnsville, Minnesota Biomedical manufacturing and office facility. The Company expects the sale of the New Prague assets to be completed by the second quarter of 2004 and the Burnsville assets to be completed by 2005. The Company classified the New Prague facility as an asset held for sale on its consolidated balance sheet as of December 31, 2003. The land and building related to the Burnsville facility are included in property, plant and equipment, net, in the Company’s consolidated balance sheet as of December 31, 2003 since the decision to sell the facility was made in January 2004. The net proceeds of these sales will be used to pay down debt under an industrial revenue bond and the balance will be available for working capital purposes.

NOTE H — Employee Benefit Plans

The Company has four defined benefit pension plans covering certain U.S. hourly and salary employees. Two of these plans have been frozen and two are still active. The defined benefit plans provide benefits based primarily on the participants’ years of service and compensation.

In December 2002, the Company announced the planned closure of its Wolverhampton, United Kingdom manufacturing facility, which was completed in March 2003. This closure resulted in the termination in 2003 of substantially all employees of this facility and eliminated for the terminated employees the accrual of defined benefits for any future service under the United Kingdom defined benefit pension plan (the “U.K. Plan”). As a result of the substantial terminations, the U.K. Plan was considered to be curtailed in December 2002 under the provisions of SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.” Accordingly, the Company recognized $2,921 of expense related to this curtailment, which is recorded in employee separation and plant closure costs in the Company’s statement of operations. The U.K. Plan trustees wound-up the U.K Plan in April 2003 as more fully described in Note E.

Due to the U.K. Plan being terminated and an insolvency administrator controlling CHEL and the U.K. Plan, the Company has been unable to obtain any actuarial valuation or plan asset information subsequent to December 31, 2002. As a result, the Company did not record any additional periodic pension cost in 2003 related to the U.K. Plan, and continues to have recorded a net pension liability of $2,386 at December 31, 2003. CHEL’s administrator has asserted certain claims on behalf of CHEL against the Company related to the insolvency matters, and the Company can provide no assurance that further claims will not be asserted against the Company for pension or other obligations of CHEL related to these matters. To the extent the Company has significant financial obligations as a result of CHEL’s insolvency and the pension plan wind-up, such liability could have a material adverse impact on the Company’s liquidity and its financial position.

The following table sets forth the components of net periodic pension cost for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001, based on a December 31 measurement date.

55

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE H — Employee Benefit Plans — Continued

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
Service cost	$	269		$	851		$	1,834		$	1,716
Interest cost		534			1,515			3,242			2,829
Expected return on plan assets		(472	)		(1,197	)		(3,385	)		(3,515	)
Amortization of net (gain) loss					431			2			(243	)
Amortization of prior service cost					83			179			104
Amortization of unrecognized transition asset								(16	)		(14	)
Curtailment loss								2,921
Total pension cost	$	331		$	1,683		$	4,777		$	877

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

	2003			2002
	U.S. Plans			U.S. Plans			U.K. Plan
Change in projected benefit obligation:
January 1 projected benefit obligation	$	32,407		$	27,111		$	19,241
Exchange rate changes								1,992
Service cost		1,120			1,219			615
Interest cost		2,049			1,992			1,250
Benefits paid		(758	)		(706	)		(589	)
Loss due to curtailment								2,921
Actuarial losses (gains) and plan changes		536			2,791			(540	)
December 31 projected benefit obligation	$	35,354		$	32,407		$	24,890
December 31 accumulated benefit obligation	$	31,945		$	28,520		$	16,721
Change in plan assets:
Fair value at January 1	$	17,436		$	18,665		$	18,902
Exchange rate changes								1,895
Actual return		5,982			(4,771	)		(1,487	)
Employer contributions		2,584			4,248			611
Employee contributions								53
Benefits paid		(758	)		(706	)		(589	)
Fair value at December 31	$	25,244		$	17,436		$	19,385
Net amount recognized:
Funded status of the plans	$	(10,110	)	$	(14,971	)	$	(5,505	)
Unrecognized actuarial (gain) loss		(30	)		13,133			3,119
Unrecognized prior service cost					1,108
Net pension liability recognized	$	(10,140	)	$	(730	)	$	(2,386	)
Prepaid benefit cost				$	1,146
Accrued benefit liability	$	(10,143	)		(11,084	)	$	(5,050	)
Accumulated other comprehensive loss		3			9,208			2,664
Net pension liability recognized	$	(10,140	)	$	(730	)	$	(2,386	)

The pension plans have a separately determined accumulated benefit obligation that is the actuarial present value of benefits based on service rendered and current and past compensation levels as of the measurement date. This obligation differs from the projected benefit obligation in that it includes no assumption about future compensation levels. A minimum pension liability

56

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE H — Employee Benefit Plans — Continued

adjustment was required as of December 31, 2003 and 2002 as the actuarial present value of accumulated benefit obligations exceeded plan assets and accrued pension liabilities.

The actuarial assumptions used in determining the funded status information and subsequent net periodic pension cost are as follows:

	Reorganized Company		Predecessor Company
	December 31, 2003		September 30, 2003		December 31, 2002
United States Plans
Discount rate	6.25	%	6.50	%	6.75	%
Weighted average rate of increase in compensation	4.00	%	4.00	%	3.00	%
Expected long-term weighted average rate of return on plan assets	8.25	%	8.25	%	8.75	%
United Kingdom Plan
Discount rate					5.75	%
Weighted average rate of increase in compensation					3.70	%
Expected long-term weighted average rate of return on plan assets					6.75	%

The assumptions used in the actuarial valuations were established by the Company in conjunction with its actuary. The discount rate was established using the Moody’s 30-year AA bond rate as of December 31, 2003 and adding a premium of 0.15 percent to account for pension distributions occurring over time periods longer than 30 years. The weighted average rate of increase in compensation was established based upon the Company’s long-term internal compensation plans. The expected long-term weighted average rate of return on plan assets was established using the Company’s target asset allocation for equity and debt securities and the historical average rates of return for equity and debt securities based upon a study performed by the Securities and Exchange Commission in 2002.

The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of short- and long-term plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Additionally, the U.S. plans held 2,540 shares of the Reorganized Company’s common stock and 250,549 shares of the Predecessor Company’s common stock with fair values of $67 and $165 at December 31, 2003 and 2002, respectively, and did not receive any dividends on these shares during 2003 or 2002. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies. The Company’s pension plan weighted-average actual and target asset allocations by asset category at December 31 are as follows:

			Actual
	Target		2003		2002
Stocks	60	%	47	%	46	%
Fixed income funds	40	%	34	%	37	%
Cash and cash equivalents			19	%	17	%
Total	100	%	100	%	100	%

The Company’s funding policy is to contribute at least the minimum funding amounts required by law. Based upon current actuarial estimates, the Company expects to contribute $2,991 to its defined benefit pension plans in 2004 and expects the following benefit payments, which reflect expected future service as appropriate, to be paid by the U.S. plans:

2004	$	942
2005		1,017
2006		1,089
2007		1,178
2008		1,318
2009 to 2013		9,071
	$	14,615

57

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE H — Employee Benefit Plans — Continued

The Company presently makes contributions to two union supported multi-employer pension plans resulting in expense of $110 for the three months ended December 31, 2003, $199 for the nine months ended September 30, 2003 and $235 and $227 for the years ended December 31, 2002 and 2001, respectively. One of these plans relates to employees at the Company’s Plaistow, New Hampshire facility that the Company is closing in 2004. It is likely that the Company may be required to withdraw from the multi-employer plan upon final termination of all employees, and the Company may be required to fund a related withdrawal obligation. The amount of this obligation cannot be estimated at this time, but it is not expected to have a material adverse impact on the Company’s financial position, liquidity, cash flows or results of operations.

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 $313 for the three months ended December 31, 2003, $1,118 for the nine months ended September 30, 2003, $1,731 in 2002 and $1,952 in 2001.

NOTE I — Stock Option Plans

All of the Predecessor Company’s employee stock options were cancelled on September 15, 2003 as part of the Reorganization Plan. The Reorganization Plan allows for the issuance of new employee stock options to employees of the Company. As of December 31, 2003, none of these new stock options had been granted. On March 19, 2004, the Company granted 435,701 options to purchase shares of the Company’s new common stock (the “New Options”) with an exercise price of $13.89 per share when the closing market price of the Company’s common stock was $ 28.00 per share. As a result, the New Options will be accounted for as a fixed compensatory plan under APB 25, and the Company expects to record $6,147 as compensation expense over the vesting period based on the difference of $14.11 between the closing market price and the exercise price. These non-qualified stock options are exercisable for a period of 10 years. Of the New Options, 203,701 options vest in equal annual installments over a four-year period. The remaining 232,000 New Options have two different vesting schedules: 50 percent will vest in equal annual installments over a four-year period and 50 percent will vest over a four-year period based upon the achievement of specific operating performance goals during that four-year period as determined by the Compensation Committee of the Board of Directors. The New Options generally may not be transferred, and any shares of stock that are acquired upon exercise of the New Options generally may not be sold, transferred, assigned or disposed of except under certain predefined liquidity events or in the event of a change in control. Following is a description of the various option plans that were in effect prior to the Company’s Reorganization on September 15, 2003, all of which are now cancelled.

In July 1992, the Predecessor Company adopted a Key Employee Stock Option Plan (the “Key Employee Plan”), which, as amended, allowed for the issuance of 1,383,750 shares of Common Stock. In May 1997, shareholders approved the Predecessor Company’s 1997 Stock Option and Incentive Plan (the “1997 Plan”). In May 2001, shareholders approved an amendment to the 1997 plan to increase the number of shares available for issuance under this plan by 600,000, increasing the maximum number of shares available for award to 1,462,500 shares of Common Stock. Each of these plans provided for the granting of options to purchase shares of Common Stock to certain key employees of the Predecessor Company. These nonqualified stock options vested in equal annual installments over a five-year period from the date of grant and were exercisable for up to 10 years at an option price determined by the Compensation Subcommittee of the Board of Directors.

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 Plan”). The amendment increased the maximum number of shares available for awards under the Directors Plan to a total of 446,250 shares. The option price for options granted under the Directors Plan was equal to the fair market value of a share of Common Stock on the date of grant. These nonqualified stock options became fully vested and exercisable on the first anniversary of the date of grant and were exercisable for a period of 10 years.

In May 2000, shareholders approved the 2000 Executive Incentive Stock Option Plan (the “Executive Plan”), which provided for the granting of options to purchase up to 600,000 shares of Common Stock to executive employees of the Predecessor Company. These nonqualified stock options were exercisable for a period of ten years and had two different vesting schedules: 200,000 options vested in equal annual installments over a five-year period and 400,000 options vested in equal annual installments over a five year period based upon the achievement of specific operating performance goals in that five year period as determined by the Compensation Subcommittee of the Board of Directors. The Predecessor Company was accounting for these 400,000 performance related options as a variable plan. The operating performance goal for the year ended December 31, 2000 was met, and 80,000 options vested. The Predecessor Company did not recognize any compensation expense under the Executive Plan, as the market value of the Predecessor Company’s stock was less than the exercise price when the performance criteria were met. The operating performance goals for the years ended December 31, 2001 and 2002 were not met, and the related options were canceled in the first quarters of 2002 and 2003, respectively.

The Predecessor Company elected to follow the intrinsic value method of APB 25 and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Predecessor Company’s employee stock options expense equaled the market price of the underlying stock on the date of grant, the Predecessor Company did not recognize

58

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE I — Stock Option Plans — Continued

compensation expense. The Predecessor Company accounted for the 400,000 performance related options issued as part of the 2000 Executive Incentive Stock Option Plan as a variable plan. The Company did not recognize any compensation expense under this plan as the market value of the Company’s stock was less than the option exercise price when the performance criteria were met.

Certain information for the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001 relative to the Predecessor Company’s stock option plans is summarized below:

	Nine Months Ended September 30, 2003				2002				2001
	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 period	2,224,697		$	4.78	2,149,519		$	5.41	2,106,855		$	5.62
Granted					388,750			1.83	206,250			2.78
Exercised					(3,500	)		.08	(16,875	)		2.44
Expired or canceled	(2,224,697	)		4.78	(310,072	)		5.51	(146,711	)		5.10
Outstanding at end of period	—				2,224,697		$	4.78	2,149,519		$	5.41
Exercisable at end of year					1,349,596				1,162,933
Weighted-average fair value of options granted during the year							$	1.81			$	1.73
Participants at end of year					88				88
Available for future grant at end of year					807,253				892,931

Pro forma information regarding net income and earnings per share is required by SFAS 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 SFAS No. 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 options granted in 2002 and 2001:

	2002		2001
Risk free interest rate	3.6	%	4.2	%
Dividend yield	0.0	%	0.0	%
Market price volatility factor	194.4	%	58.3	%
Expected life of key employee options	7 years		7 years
Expected life of directors options	7 years		7 years
Expected life of executive options	7 years		7 years

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that 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 Predecessor Company’s Key Employee Plan, 1997 Plan, Directors Plan and Executive Plan stock options had characteristics significantly different from those of traded options, and because changes in the subjective input assumptions could materially affect the fair value estimate, in management’s opinion, the existing models did not necessarily provide a reliable single measure of the fair value of these stock options.

NOTE J — Lease Commitments

The Company incurred $974, $3,756, $6,561, and $5,620 of rental expense under operating leases for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001, respectively. At December 31, 2003, future minimum lease payments for non-cancelable operating leases for the next five years total $2,790 and are payable as follows: 2004 – $1,449; 2005 – $850; 2006 – $403; 2007 – $77; and $2008 – $11.

59

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE K — Contingencies

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. The Company is involved with environmental compliance, investigation, monitoring and remediation activities at certain of its owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believes it is currently in substantial compliance with all known environmental regulations. At December 31, 2003 and 2002, the Company had undiscounted accrued environmental reserves of $6,794 and $6,627, respectively, recorded in other long-term liabilities. The Company accrues for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 10 to 15 years as ongoing 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. The Company believes that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations.

The Company was named as a defendant in several similar civil cases pending related to an accident occurring on December 7, 2000 at a nursing home outside Dayton, Ohio. A nitrogen tank was connected to the nursing home’s oxygen system resulting in the immediate death of four elderly patients and injuries to three additional patients from inhaling the nitrogen. The seven claims originally filed against the Company in these cases include negligence, strict product liability, failure to warn, negligence per se, breach of warranty, punitive damages, wrongful death, loss of consortium and negligent infliction of emotional distress. The allegations underlying the claims included defective or deficient manufacture, construction, design, labeling, formulation and warnings with regard to a cylinder. Certain co-defendants were criminally indicted in this matter. The Company, however, was never indicted. The trial in the criminal matter of the State of Ohio vs. BOC Gases, et al., was heard in May 2002. The trial lasted three days and resulted in a directed verdict in favor of the defendants. A second criminal trial, State of Ohio vs. I.H.S. Carriage-by-the-Lake, concluded in October 2002. I.H.S. Carriage-by-the-Lake, Inc. (“IHS”) plead guilty to four counts of involuntary manslaughter. IHS was fined $60 and ordered to undergo a three-year court-ordered operational change. The Company was subsequently dismissed from three of the civil cases. On February 10, 2004, the plaintiffs dismissed the four remaining cases.

In March 2003, the Company completed the closure of its Wolverhampton, United Kingdom manufacturing facility, operated by CHEL, and all current heat exchanger manufacturing is now being conducted at the Company’s LaCrosse, Wisconsin facility. On March 28, 2003, CHEL filed for a voluntary administration under the U.K. Insolvency Act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. Additionally, CHEL’s net pension plan obligations increased significantly, primarily due to a decline in plan asset values and interest rates, resulting in an estimated plan deficit of approximately $12,000. Based on the Company’s financial condition, in March 2003 the Company determined not to advance funds to CHEL in amounts necessary to fund CHEL’s obligations. CHEL did not have the necessary funds to enable it to fund its net pension plan deficit, pay remaining severance due to former employees or pay other creditors. As a result, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a United Kingdom pension regulatory board, which approved the wind-up as of March 28, 2003. At the present time, the Company is unable to determine the financial impact of the April 1, 2003 approval of insolvency administration for CHEL and the related wind-up of CHEL’s United Kingdom pension plan. The Company can provide no assurance that claims will not be asserted against the Company for these obligations of CHEL. To the extent the Company has significant liability with respect to CHEL’s obligations as a result of CHEL’s insolvency, such liability could have a material adverse impact on the Company’s liquidity and its financial position.

The Company continues to resolve a number of proofs of claim asserted in the bankruptcy proceedings, including a finder’s fee claim asserted in the amount of $2,267 by a former significant stockholder of the Company, against which the Company has filed an objection in the U.S. Bankruptcy Court and will vigorously defend if necessary.

The Company, like other manufacturers, is occasionally subject to various other legal actions related to performance under contracts, product liability and other matters, several of which actions claim substantial damages, in the ordinary course of its business. Based on the Company’s historical experience in litigating these actions, as well as the Company’s current assessment of the underlying merits of the actions and applicable insurance, the Company believes the resolution of these other legal actions will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations.

60

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE L — Operating Segments

The Company changed the structure of its internal organization effective October 1, 2002, resulting in the following three reportable segments: biomedical (“Biomedical”), distribution and storage (“Distribution and Storage”) and energy and chemicals (“Energy and Chemicals”). All segment information for all periods presented has been restated to conform to this presentation. 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 and sales and marketing approaches. The Biomedical segment sells medical products, biological storage systems and magnetic resonance imaging (“MRI”) cryostat components. The Distribution and Storage segment sells cryogenic bulk storage systems, cryogenic packaged gas systems, cryogenic systems and components, beverage liquid CO₂ systems and cryogenic services to various companies for the storage and transportation of both industrial and natural gases. The Energy and Chemicals segment sells heat exchangers, cold boxes and liquefied natural gas (“LNG”) alternative fuel systems to natural gas, petrochemical processing and industrial gas companies who use them for the liquefaction and separation of natural and industrial gases. Due to the nature of the products that each operating segment sells, there are no intersegment sales.

The Company evaluates performance and allocates resources based on profit or loss from continuing operations before gain on sale of assets, net interest expense, financing costs amortization expense, derivative contracts valuation expense, foreign currency loss, income taxes, minority interest and cumulative effect of change in accounting principle. 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 product revenue and geographic information for the Company, is presented below:

	Reorganized Company
	Three Months Ended December 31, 2003
	Reportable Segments
	Biomedical			Distribution and Storage			Energy and Chemicals			Corporate			Total
Revenues from external customers	$	15,008		$	33,165		$	20,397					$	68,570
Employee separation and plant closure costs		148			598			176		$	88			1,010
Depreciation and amortization expense		791			959			388			87			2,225
Equity loss in joint venture								(41	)					(41	)
Operating income (loss) (A)		2,694			4,196			2,899			(8,926	)		863
Total assets (B)		105,127			101,931			66,135			26,444			299,637
Equity investment in joint venture								340						340
Capital expenditures					476			42						518
	Predecessor Company
	Nine Months Ended September 30, 2003
	Reportable Segments
	Biomedical			Distribution and Storage			Energy and Chemicals			Corporate			Total
Revenues from external customers	$	51,638		$	94,895		$	50,484					$	197,017
Employee separation and plant closure costs		(1,168	)		(69	)		1,622		$	497			882
Depreciation and amortization expense		1,505			4,632			941			529			7,607
Loss on insolvent subsidiary								13,682						13,682
Operating income (loss) (A)		12,381			8,773			(9,462	)		(14,690	)		(2,998	)
Total assets (B)		109,196			101,827			62,627			39,272			312,922
Equity investment in joint venture								381						381
Capital expenditures		196			1,548			163						1,907

61

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE L — Operating Segments — Continued

	Predecessor Company
	Year Ended December 31, 2002
	Reportable Segments
	Biomedical		Distribution and Storage			Energy and Chemicals			Corporate			Total
Revenues from external customers	$	67,657	$	135,549		$	73,147					$	276,353
Employee separation and plant closure costs		333		4,898			8,244		$	412			13,887
Depreciation and amortization expense		1,810		6,433			2,233			896			11,372
Goodwill impairment charge				92,379									92,379
Equity income in joint venture							369						369
Operating income (loss) (A)		17,177		(89,104	)		(7,426	)		(21,465	)		(100,818	)
Total assets (B)		79,874		119,710			64,605			15,105			279,294
Equity investment in joint venture							1,171						1,171
Capital expenditures		791		1,636			357			72			2,856
	Predecessor Company
	Year Ended December 31, 2001
	Reportable Segments
	Biomedical		Distribution and Storage			Energy and Chemicals			Corporate			Total
Revenues from external customers	$	57,957	$	179,830		$	67,501					$	305,288
Employee separation and plant closure costs		58		1,934			379		$	4			2,375
Depreciation and amortization expense		4,010		8,204			3,096			991			16,301
Equity income in joint venture							525						525
Operating income (loss) (A)		7,790		17,090			2,893			(10,746	)		17,027
Total assets (B)		148,200		157,526			60,036			43,218			408,980
Equity investment in joint venture							1,295						1,295
Capital expenditures		2,686		4,145			298			776			7,905

^(A) Corporate operating loss for the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001 includes $6,046, $4,911 and $261, respectively, of professional fees incurred by the Company related to its debt restructuring activities.

^(B) Corporate assets at December 31, 2003 and September 30, 2003 consist primarily of cash and cash equivalents and deferred income taxes, and at December 31, 2002 and 2001 also include deferred financing costs.

A reconciliation of the total of the reportable segments’ operating income (loss) from continuing operations to consolidated (loss) income from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle is presented below:

	Reorganized Company			Predecessor Company
	Three Months Ended December 31, 2003			Nine Months Ended September 30, 2003			Years Ended December 31,
							2002			2001
Operating income (loss) from continuing operations	$	863		$	(2,998	)	$	(100,818	)	$	17,027
Other income (expense):
Gain on sale of assets		57			4,753			1,420			538
Interest expense, net		(1,390	)		(9,911	)		(17,612	)		(21,589	)
Financing costs amortization					(1,653	)		(3,159	)		(1,475	)
Derivative contracts valuation income (expense)		46			(389	)		(1,564	)		(2,876	)
Foreign currency gain (loss)		350			(287	)		(1,081	)		(92	)
Reorganization items, net					5,677
Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle	$	(74	)	$	(4,808	)	$	(122,814	)	$	(8,467	)

62

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE L — Operating Segments — Continued

	Reorganized Company		Predecessor Company
	Three Months Ended December 31, 2003		Nine Months Ended September 30, 2003		Years Ended December 31,
Product Revenue Information:					2002		2001
Biomedical Segment
Medical products and biological storage systems	$	12,337	$	41,355	$	47,858	$	43,176
MRI components		2,671		10,283		19,799		14,781
		15,008		51,638		67,657		57,957
Distribution and Storage Segment
Cryogenic bulk storage systems		14,285		38,456		61,701		86,899
Cryogenic packaged gas systems and beverage liquid CO2 systems		12,414		38,895		47,775		55,004
Cryogenic systems and components		3,798		8,424		14,441		26,751
Cryogenic services		2,668		9,120		11,632		11,176
		33,165		94,895		135,549		179,830
Energy and Chemicals Segment
Heat exchangers and cold boxes		13,239		41,381		62,701		57,304
LNG alternative fuel systems		7,158		9,103		10,446		10,197
		20,397		50,484		73,147		67,501
Total Sales	$	68,570	$	197,017	$	276,353	$	305,288

	Reorganized Company				Predecessor Company
	Three Months Ended December 31, 2003				Nine Months Ended September 30, 2003		Years Ended December 31,
							2002				2001
Geographic Information:	Revenues		Long- LivedAssets		Revenues		Revenues		Long- LivedAssets		Revenues		Long- LivedAssets
United States	$	52,828	$	166,729	$	155,451	$	227,194	$	108,006	$	251,708	$	230,461
Non U.S. countries		15,742		9,181		41,566		49,159		38,252		53,580		36,213
Total	$	68,570	$	175,910	$	197,017	$	276,353	$	146,258	$	305,288	$	266,674

NOTE M — Quarterly Data (Unaudited)

Selected quarterly data for the years ended December 31, 2003 and 2002, restated to reflect the results of the Company’s stainless steel tubing business sold in July 2003 as a discontinued operation, are as follows:

	Year Ended December 31, 2003
	Predecessor Company											Reorganized Company
	First Quarter			Second Quarter			Third Quarter		Nine Months Ended September 30, 2003			Three Months Ended December 31, 2003
Sales	$	61,944		$	71,841		$	63,232	$	197,017		$	68,570
Gross profit		16,094			21,003			18,680		55,777			16,061
Employee separation and plant closure (costs) income		(766	)		(263	)		147		(882	)		(1,010	)
Operating (loss) income		(13,158	)		3,197			6,963		(2,998	)		863
Net (loss) income		(18,078	)		(2,661	)		13,654		(7,085	)		31
Net (loss) income per share - basic and assuming dilution		(0.70	)		(0.10	)		0.51		(0.27	)		0.01

63

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE M — Quarterly Data (Unaudited) — Continued

In the first quarter of 2003, the Company recorded a non-cash impairment charge of $13,682 ($13,682 net of taxes) to write off its net investment in CHEL and a non-cash inventory valuation charge included in cost of sales of $440 ($264 net of taxes) for the write-off of inventory related to the closure of the Columbus, Ohio and Costa Mesa, California facilities.

In the third quarter of 2003, the Company recorded $5,677 of net other income items and $5,000 of deferred income tax expense pursuant to Fresh-Start accounting.

	Predecessor Company
	Year Ended December 31, 2002
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Sales	$	62,458		$	73,854		$	69,468		$	70,573		$	276,353
Gross profit		15,283			19,042			17,808			18,625			70,758
Goodwill impairment charge											92,379			92,379
Employee separation and plant closure costs		(1,143	)		(165	)		(2,175	)		(10,404	)		(13,887	)
Operating (loss) income		(1,596	)		4,612			2,764			(106,598	)		(100,818	)
Net (loss) income		(3,453	)		359			(722	)		(126,969	)		(130,785	)
Net (loss) income per share – basic and assuming dilution		(0.14	)		0.01			(0.03	)		(5.01	)		(5.22	)

In the third quarter of 2002, the Company recorded a non-cash inventory valuation charge included in cost of sales of $583 ($350 net of taxes) for the write-off of inventory related to the closure of the Columbus, Ohio and Costa Mesa, California facilities.

In the fourth quarter of 2002, the Company recorded a non-cash inventory valuation charge included in cost of sales of $650 ($390 net of taxes) for the write-off of inventory related to the closure of the Denver, Colorado and Wolverhampton, United Kingdom facilities, a non-cash impairment charge of $92,379 to write off non-deductible goodwill and a non-cash income tax charge of $32,634 to increase the Company’s valuation allowance for net deferred tax assets based upon management’s assessment that it was more likely than not that the net deferred tax assets would not be realized.

NOTE N — Subsequent Event

On February 27, 2004, the Company’s Coastal Fabrication joint venture executed an agreement to redeem the joint venture partner’s 50 percent equity interest for cash consideration of $250 and the possibility of additional consideration being paid based upon the number of direct labor manufacturing hours performed at the Company’s New Iberia, Louisiana facility during 2004. As a result of the elimination of the joint venture partner and the assumption of 100 percent of control by the Company, the Company will consolidate the operating results of Coastal Fabrication effective February 27, 2004.

64

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

Not applicable.

Item 9A. Controls and Procedures.

The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

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

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information appearing under the captions “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Code of Ethics” in the Company’s definitive Proxy Statement to be used in connection with the Annual Meeting of Stockholders to be held on May 20, 2004 (the “2004 Proxy Statement”) is incorporated herein by reference. Information regarding executive officers of the registrant is set forth in Part I of this Annual Report on Form 10-K.

Item 11. Executive Compensation.

The information appearing under the captions “Election of Directors,” “Executive Compensation” (other than the Compensation Committee Report on Executive Compensation) and “Compensation Committee Interlocks and Insider Participation” in the 2004 Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information appearing under the caption “Stock Ownership of Principal Holders and Management” and “Equity Compensation Plan Information” in the 2004 Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

The information appearing under the caption “Certain Relationships and Related Transactions” in the 2004 Proxy Statement is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information appearing under the captions “Independent Auditors” in the 2004 Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1)	Report of Independent Auditors	31
	Consolidated Balance Sheets at December 31, 2003 and 2002	32
	Consolidated Statements of Operations for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001	33
	Consolidated Statements of Shareholders’ Equity (Deficit) for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001	34
	Consolidated Statements of Cash Flows for the three months ended December 31, 2003, the nine months ended September 30, 2003 and the years ended December 31, 2002 and 2001	35
	Notes to Consolidated Financial Statements	36

65

(a)(2) Financial Statement Schedules.

No financial statement schedules required.

(a)(3) Exhibits

See the Exhibit Index at page 68 of this Annual Report on Form 10-K.

(b) Reports on Form 8-K.

During the quarter ended December 31, 2003, the Company filed the following Current Reports on Form 8-K:

1. Current Report on Form 8-K, dated October 7, 2003, furnishing a press release under Item 9;

2. Current Report on Form 8-K, dated October 22, 2003, furnishing under Items 9 and 12 the Company’s monthly operating reports for the reporting periods of July 8, 2003 through July 31, 2003 and August 1, 2003 through August 31, 2003 required by the United States Bankruptcy Code and related rules, which reflect certain financial activity for the months of July and August 2003; and

3. Current Report on Form 8-K, dated December 9, 2003, disclosing the planned closure of the Company’s Distribution & Storage segment’s Plaistow, New Hampshire manufacturing facility under Item 9.

66

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.
Date:	March 30, 2004	By:	/s/ SAMUEL F. THOMAS
			Samuel F. Thomas Chief Executive Officer

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/ SAMUEL F. THOMAS Samuel F. Thomas	Chief Executive Officer, President and a Director (Principal Executive Officer)	March 30, 2004
/s/ MICHAEL F. BIEHL Michael F. Biehl	Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial and Accounting Officer)	March 30, 2004
/s/ WILLIAM T. ALLEN William T. Allen	Director	March 30, 2004
/s/ OLIVER C. EWALD Oliver C. Ewald	Director	March 30, 2004
/s/ MICHAEL P. HARMON Michael P. Harmon	Director	March 30, 2004
/s/ ARTHUR S. HOLMES Arthur S. Holmes	Director	March 30, 2004
/s/ STEPHEN A. KAPLAN Stephen A. Kaplan	Director	March 30, 2004
/s/ TIMOTHY J. WHITE Timothy J. White	Director	March 30, 2004

67

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003	(A)
2.2	Findings of Fact, Conclusions of Law, and Order Under 11 U.S.C. § 1129(a) and (b) and Fed. R. Bankr. P. 3020 (I) Confirming Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, (II) Approving Disclosure Statement and (III) Approving Solicitation Procedures, entered September 4, 2003	(B)
2.3	Asset Purchase Agreement among GT Acquisition Company and Greenville Tube, LLC, dated July 1, 2003	(C)
2.4	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.	(D)
2.5	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	(E)
2.6	Agreement and Plan of Merger, dated as of February 16, 1999, by and among the Company, Chart Acquisition Company and MVE Holdings, Inc.	(F)
2.7	Agreement and Plan of Merger, dated as of February 25, 1999, by and among the Company, Chart Acquisition Company and MVE Investors, LLC	(F)
3.1	Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of the State of Delaware on September 15, 2003	(B)
3.2	Amended and Restated By-laws of the Company, effective September 15, 2003	(B)
4.1	Warrant Agreement between Chart Industries, Inc. and National City Bank, as Warrant Agent, dated September 15, 2003 (including form of warrant certificate)	(B)
4.2	Specimen certificate of the Common Stock of Chart Industries, Inc.	(C)
10.1	Term Loan Agreement among Chart Industries, Inc., the Subsidiary Guarantors Party hereto, the Lenders Party hereto and JPMorgan, as Administrative Agent, dated September 15, 2003	(B)
10.2	Amended and Restated Revolving Credit Agreement among Chart Industries, Inc., the Subsidiary Guarantors Party hereto, the Lenders Party hereto and JPMorgan, as Administrative Agent, dated September 15, 2003	(B)
10.3	Amended and Restated Security Agreement among Chart Industries, Inc., the Subsidiary Guarantors party hereto and JPMorgan, as Collateral Agent, dated September 15, 2003	(B)
10.4	Collateral Agency and Intercreditor Agreement among: Chart Industries, Inc; JPMorgan Chase Bank, as Revolving Credit Agent under the Revolving Credit Agreement; JPMorgan Chase Bank, as Term Loan Agent under the Term Loan Agreement; and JPMorgan Chase Bank, in its capacity as Collateral Agent, dated September 15, 2003	(B)

68

Exhibit No.	Description
10.5	Investor Rights Agreement by and among Chart Industries, Inc. and the Stockholder parties thereto, dated September 15, 2003	(A	)
*10.6	Escrow Agreement, dated as of July 10, 2003, by and among JP Morgan Chase Bank, each of the directors and senior officers of Chart Industries, Inc. signatory thereto and Christiana Corporate Services, Inc., as Escrow Agent	(C	)
10.7	Form of Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing	(C	)
*10.8	Form of Indemnification Agreement (including schedule of parties)
*10.9	Chart Industries, Inc. 2004 Stock Option and Incentive Plan
*10.10	Trust Agreement by and between Chart Industries, Inc. and Security Trust Company relating to the Deferred Compensation Plan
*10.11	Employment Agreement, dated October 17, 2002 by and between Chart Industries, Inc. and Michael F. Biehl	(G	)
*10.12	Employment Agreement, dated October 6, 2003, by and between Chart Industries, Inc. and Samuel F. Thomas
*10.13	Agreement of Separation, Release, and Noncompetition dated December 17, 2003, by and between Chart Industries, Inc. and Arthur S. Holmes
*10.14	Stock Purchase Agreement dated February 26, 2004, by and between Chart Industries, Inc. and Samuel F. Thomas
10.15	Indemnification and Warrant Purchase Agreement, dated as of April 12, 1999, by and among Chart Industries, Inc., MVE Holdings, Inc. and each of the former members of MVE Investors, LLC listed on the signature pages thereto	(F	)
10.16	Escrow Agreement, dated as of April 12, 1999, by and among Chart Industries, Inc., 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.	(F	)
10.17	Permitted User Agreement, dated as of March 27, 1998, by and between Chart Marston Limited and IMI Marston Limited	(E	)
10.18	IAM Agreement 2004-2007, effective February 8, 2003, by and between Chart Heat Exchangers, L.P. and Local Lodge 2191 of District Lodge 66 of the International Association of Machinists and Aerospace Workers, AFL-CIO
10.19	Form of Agreement, effective August 30, 2003 through August 25, 2006, by and between Chart Distribution and Storage Group Chart Industries, Inc., Plaistow, New Hampshire and The International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers & Helpers Local Lodge No. 752 of the AFL-CIO
10.20	Form of Final Settlement Agreement and Termination of Bargaining Relationship by and between Chart Heat Exchangers, L.P. and Local Lodge 2191 of District Lodge 66 of the International Association of Machinists and Aerospace Workers, AFL-CIO

69

Exhibit No.	Description
10.21	Agreement, effective November 17, 2002 through January 15, 2006, by and between Chart Industries, Inc. and the United Steel Workers	(G)
*10.22	Employment Agreement, dated as of July 1, 2002, by and between the Company and G. Jan F. van Glabbeek	(G)
*10.23	Retention Bonus Incentive Plan Agreement, dated February 25, 2003, by and between Chart Industries, Inc. and Michael F. Biehl	(H)
*10.24	Enhance Severance Benefit Plan Agreement, dated February 24, 2003, by and between Chart Industries, Inc. and Charles R. Lovett	(H)
*10.25	Retention Bonus Incentive Plan Agreement, dated February 25, 2003, by and between Chart Industries, Inc. and Charles R. Lovett	(H)
14.1	Chart Industries, Inc. Code of Ethics for Senior Financial Officers
21.1	Subsidiaries of the Registrant
31.1	Rule 13a-14(a) Certification of the Company’s Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Company’s Chief Financial Officer
32.1	Section 1350 Certification of the Company’s Chief Executive Officer
32.2	Section 1350 Certification of the Company’s Chief Financial Officer

* Management contract or compensatory plan or arrangement identified pursuant to Item 15(a)(3) of this Annual Report on Form 10-K.

(A) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K/A, dated September 4, 2003 (Commission File No. 1-11442).

(B) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated September 4, 2003 (Commission File No. 1-11442).

(C) Incorporated herein by reference to the appropriate exhibit to the Company’s Quarterly Report on Form 10-Q, dated September 30, 2003 (Commission File No. 1-11442).

(D) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated July 31, 1997 (Commission File No. 1-11442).

(E) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated March 27, 1998 (Commission File No. 1-11442).

(F) Incorporated herein by reference to the appropriate exhibit to the Company’s Current Report on Form 8-K, dated April 12, 1999 (Commission File No. 1-11442).

(G) Incorporated herein by reference to the appropriate exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (Commission File No. 1-11442).

(H) Incorporated herein by reference to the appropriate exhibit to the Company’s Quarterly Report on Form 10-Q, dated March 31, 2003 (Commission File No. 1-11442).

70

EX-10.8

Exhibit 10.8

CHART INDUSTRIES, INC.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of the                              by and between CHART INDUSTRIES, INC., a Delaware corporation (the “Corporation”), and                              (“Indemnitee”), a Director and/or Officer of the Corporation.

WHEREAS, it is essential to the Corporation to retain and attract as Directors and/or Officers the most capable persons available such as Indemnitee; and

WHEREAS, the prevalence of corporate litigation subjects directors and officers to expensive litigation risks and it is the policy of the Corporation to indemnify its Directors and/or Officers so as to provide them with the maximum possible protection permitted by law; and

WHEREAS, in addition, because the statutory indemnification provisions of the Delaware General Corporation Law (the “DGCL”) expressly provide that such statutory indemnification provisions are non-exclusive, it is the policy of the Corporation to indemnify its Directors and Officers who, on behalf of the Corporation, have entered into settlements of derivative suits provided they have not breached the applicable statutory standard of conduct; and

WHEREAS, Indemnitee does not regard the protection available under the Corporation’s Certificate of Incorporation (the “Certificate”), By-laws (the “By-laws”), and insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to his or her service as a Director and/or Officer to have adequate protection, and the Corporation desires to provide such protection to induce Indemnitee to serve in such capacity; and

WHEREAS, the DGCL provides that indemnification of directors and officers of a corporation may be authorized by agreement, and thereby contemplates that contracts of this nature may be entered into between the Corporation and Indemnitee.

NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, the Corporation and Indemnitee do hereby agree as follows:

1. Agreement to Serve. Indemnitee agrees to serve or continue to serve as a Director and/or Officer of the Corporation for so long as he or she is duly elected or appointed or until such time as he or she tenders his or her resignation in writing or is otherwise terminated or properly removed from office.

The Corporation expressly confirms and agrees that (i) it has entered into this agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to continue to serve as a Director and/or Officer of the Corporation and (ii) the obligations imposed on the Corporation hereby cover service by Indemnitee during and after the period with respect to Indemnitee’s service on the Board of Directors, or as an Officer, of the

Corporation, including, specifically, the period prior to the date of this Agreement. The Corporation acknowledges that Indemnitee is relying upon this Agreement in continuing in his or her capacity as a Director and/or Officer of the Corporation.

2. Definitions. As used in this Agreement:

(a) The term “Proceeding” shall include any threatened, pending, or completed action, suit, arbitration or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or any subsidiary of the Corporation, by reason of any action taken by Indemnitee or of any inaction on his or her part while acting as such a Director and/or Officer, or by reason of the fact that he or she is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise; in each case whether before or after the date of this Agreement and whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

(b) The term “Expenses” shall include, without limitation, expenses of investigations, judicial or administrative proceedings or appeals, attorneys’ fees and disbursements and any expenses of establishing a right to indemnification under Paragraph 8 of this Agreement, but shall not include the amount of judgments, fines or penalties against or settlements paid by Indemnitee.

(c) References to “other enterprise” shall include, without limitation, employee benefit plans; references to “fines” shall include, without limitation, any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Corporation” shall include, without limitation, any service as a Director and/or Officer of the Corporation which imposes duties on, or involves services by, such Director and/or Officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.

3. Indemnity in Third-Party Proceedings. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement,

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against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

4. Indemnity for Expenses in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense of such Proceeding, but only if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification for Expenses shall be made under this Paragraph 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by court order or judgment to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

5. Indemnity for Amounts Paid in Settlement in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 5 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all amounts actually and reasonably paid in settlement by Indemnitee in connection with any such Proceeding, but only if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation.

6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

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7. Advances of Expenses. Any Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in any Proceeding shall be paid by the Corporation in advance upon the written request of Indemnitee if Indemnitee shall undertake to (a) repay such amount to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification hereunder, and (b) reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 7 shall be paid by the Corporation to Indemnitee within 30 days following delivery of a written request therefor by Indemnitee to the Corporation.

8. Procedure. Any indemnification and advances provided for in Paragraph 3, 4, 5 and 6 shall be made no later than 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Corporation’s Certificate or its By-laws providing for indemnification, is not paid in full by the Corporation within 30 days after a written request for payment thereof has first been received by the Corporation, Indemnitee may, but need not, at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, subject to the other provisions of this Agreement, Indemnitee shall also be entitled to be paid for the Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct that make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation and Indemnitee shall be entitled to receive advance payments of expenses pursuant to Paragraph 7 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court or arbitrator, as applicable, to decide, and neither the failure of the Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

9. Allowance for Compliance with SEC Requirements. Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933, as amended (the “Act”), is against public policy as expressed in the Act and, is therefore, unenforceable. Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director or officer of the Corporation in the successful defense of any

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action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

10. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate or the By-laws of the Corporation, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

The indemnification under this Agreement for any action taken or not taken while serving in an indemnified capacity shall continue as to Indemnitee even though he or she may have ceased to be a Director and/or Officer and shall inure to the benefit of the heirs, executors and personal representatives of Indemnitee.

11. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee or amounts actually and reasonably paid in settlement by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such claims, issues or matters or Expenses, judgments, fines, penalties or amounts paid in settlement to which Indemnitee is entitled.

12. No Rights of Continued Employment. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

13. Reimbursement to Corporation by Indemnitee; Limitation on Amounts Paid by Corporation. To the extent Indemnitee has been indemnified by the Corporation hereunder and later receives payments from any insurance carrier covering the same Expenses, judgments, fines, penalties or amounts paid in settlement so indemnified by the Corporation hereunder, Indemnitee shall immediately reimburse the Corporation hereunder for all such amounts received from the insurer.

Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee, under the Certificate or By-laws of the Corporation, in the aggregate exceed the Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee (“Excess Amounts”). To the extent the Corporation has paid Excess Amounts to Indemnitee, Indemnitee shall be obligated to reimburse the Corporation for such Excess Amounts.

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Notwithstanding anything contained herein to the contrary, the Corporation shall not be obligated under the terms of this Agreement, to indemnify Indemnitee:

(a) or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be provided by the Corporation in specific cases if the Board of Directors finds it appropriate;

(b) if it is proved by final judgment in a court of law or other final adjudication to have been based upon or attributable to Indemnitee in fact having gained any personal profit or advantage to which he or she was not legally entitled;

(c) for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

(d) for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any state statutory law or common law; or

(e) for any judgment, fine or penalty which the Corporation is prohibited by applicable law from paying as indemnity or for any other reason.

14. Scope. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Certificate, its By-laws, or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such change shall be deemed to be within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

15. Notice to Insurers. If, at the time of the receipt of a written request of Indemnitee pursuant to Paragraph 8 hereof, the Corporation has director and officer liability insurance in effect, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

16. Selection of Counsel. In the event the Corporation shall be obligated under Paragraphs 3, 4, 5, or 6 hereof to pay the expenses of any Proceeding against Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with

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counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon delivery to Indemnitee of written notice of the Corporation’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that: (a) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s expense; and (b) if (i) the employment of counsel by Indemnitee has been previously authorized by the Corporation, or (ii) the Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

17. Arbitration. With the exception of the provisions of Paragraph 9 hereof, any dispute, controversy or claim between Indemnitee and the Corporation arising out of or relating to or concerning the provisions of this Agreement, shall be finally settled by arbitration in the City of Cleveland, State of Ohio, before a single arbitrator agreeable to both parties. If the parties cannot agree on a designated arbitrator, arbitration shall proceed in the City of Cleveland, State of Ohio, before an arbitrator appointed by the American Arbitration Association (the “AAA”). In either case, the arbitration proceeding shall commence promptly in accordance with the commercial arbitration rules of the AAA then in effect and the arbitrator shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney who has been retained by or performed services for the Corporation or Indemnitee at any time during the five years preceding the commencement of the arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof.

18. Continuation of Rights and Obligations. All rights and obligations of the Corporation and Indemnitee hereunder shall continue in full force and effect despite the subsequent amendment or modification of the Corporation’s Certificate or By-laws, as such are in effect on the date hereof, and such rights and obligations shall not be affected by any such amendment or modification, any resolution of directors or stockholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit or eliminate any of the rights or obligations of the Corporation and/or Indemnitee hereunder.

19. Amendment and Modification. This Agreement may only be amended, modified or supplemented by the written agreement of the Corporation and Indemnitee.

20. Assignment. This Agreement shall not be assigned by the Corporation or Indemnitee without the prior written consent of the other party thereto, except that the Corporation may freely assign its rights and obligations under this Agreement to any subsidiary for whom Indemnitee is serving as a director and/or officer thereof; provided, however, that no permitted assignment shall release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, any successor to the Corporation by way of merger, consolidation and/or sale or disposition of all or substantially all of the capital stock of the Corporation.

21. Saving Clause. If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall

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nevertheless indemnify Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

22. Counterparts. This Agreement may be executed in two or more fully or partially executed counterparts each of which shall be deemed an original binding the signer thereof against the other signing parties, but all counterparts together shall constitute one and the same instrument. Executed signature pages may be removed from counterpart agreements and attached to one or more fully executed copies of this Agreement. The parties may execute and deliver this Agreement by facsimile signature, which shall have the same binding effect as an original ink signature.

23. Notice and Information. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give to the Corporation notice in writing as soon as practicable of any claim made against him or her for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed to the Corporation at 5885 Landerbrook Drive, Suite 205, Cleveland, Ohio 44124 Attention: Chief Executive Officer (or such other address as the Corporation shall designate in writing to Indemnitee). Notice shall be deemed received three days after the date postmarked if sent by prepaid mail, properly addressed. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require within Indemnitee’s power.

24. Applicable Law. All matters with respect to this Agreement, including, without limitation, matters of validity, construction, effect and performance shall be governed by the internal laws of the State of Delaware applicable to contracts made and to be performed therein between the residents thereof (regardless of the laws that might otherwise be applicable under principles of conflicts of law).

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed as of the day and year first above written.

THE CORPORATION:
CHART INDUSTRIES, INC.
By:
	Samuel F. Thomas, Chief Executive Officer
INDEMNITEE:
—NAME—

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Schedule of Current and Former Directors and Officers

of Registrant who are Party to the Form of Indemnification Agreement

to which this Schedule is Attached

Name

William T. Allen

Oliver C. Ewald

Michael P. Harmon

Arthur S. Holmes

Stephen A. Kaplan

Samuel F. Thomas

Timothy J. White

Stephen S. Gray

Thomas F. McKee

Lazzaro G. Modigliani

Geoffrey S. Rehnert

Robert G. Turner, Jr.

Michael F. Biehl

Charles R. Lovett

Mark H. Ludwig

Andrew P. Gehrlein

EX-10.9

Exhibit 10.9

CHART INDUSTRIES, INC.

2004 STOCK OPTION AND INCENTIVE PLAN

Section 1. Purpose

The Chart Industries, Inc. 2004 Stock Option and Incentive Plan, as the same may be amended (the “Plan”), is designed to foster the long-term growth and performance of the Company by: (a) enhancing the Company’s ability to attract and retain highly qualified employees; and (b) motivating employees to serve and promote the long-term interests of the Company and its stockholders through stock ownership and performance-based incentives. To achieve this purpose, the Plan provides authority for the grant of Stock Options.

Section 2. Definitions

(a) “Acquisition Consideration” shall have the meaning set forth in Section 12(a) hereof.

(b) “Affiliate” shall have the meaning ascribed to that term in Rule 12b-2 promulgated under the Exchange Act.

(c) “Award” shall mean a grant of Stock Options under this Plan.

(d) “Award Agreement” shall mean any agreement between the Company and a Participant that sets forth terms, conditions, and restrictions applicable to an Award.

(e) “Board” or “Board of Directors” shall mean the Board of Directors of the Company.

(f) “Change in Control” shall have the meaning set forth in Section 12(b) hereof.

(g) “Code” shall mean the Internal Revenue Code of 1986, or any law that supersedes or replaces it, as amended from time to time.

(h) “Committee” shall mean the Board of Directors or any committee of the Board authorized by the Board of Directors to administer this Plan.

(i) “Common Stock” shall mean shares of Common Stock, par value $.01 per share, of the Company, including authorized and unissued shares and treasury shares.

(j) “Company” shall mean Chart Industries, Inc., a Delaware corporation.

(k) “Director” shall mean a member of the Board of Directors.

(l) “Exchange Act” shall mean the Securities Exchange Act of 1934, and any law that supersedes or replaces it, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(m) “Fair Market Value” of Common Stock shall mean, solely for purposes of this Plan, as of any particular date, the fair market value of the Common Stock as determined by the Committee, or pursuant to rules established by the Committee.

(n) “Investor Rights Agreement” shall mean the Investor Rights Agreement, dated as of September 15, 2003, among the Company, OCM Principal Opportunities Fund II, L.P., Audax Chart LLC, and the other Stockholder parties thereto.

(o) “Notice of Award” shall mean any notice by the Committee to a Participant that advises the participant of the grant of an Award or sets forth terms, conditions, and restrictions applicable to an Award.

(p) “Participant” shall mean any person to whom an Award has been granted under this Plan.

(q) “Person” shall mean an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a governmental authority.

(r) “Related Person” means each of OCM Principal Opportunities Fund II, L.P., Audax Chart LLC, each other person who is a “Stockholder” party to the Investor Rights Agreement (as the term “Stockholder” is defined in the Investor Rights Agreement) as of the date of adoption of this Plan, and the Affiliates of each of the foregoing.

(s) “Stock Equivalent Unit” shall mean an Award that is valued by reference to the value of shares of Common Stock.

(t) “Stock Option” shall mean an Award granted pursuant to Section 6 hereof.

(u) “Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

(v) “Voting Power” shall mean, at any time, the total votes relating to the then-outstanding securities entitled to vote generally in the election of Directors.

(w) “Voting Stock” shall mean, at any time, the then-outstanding securities entitled to vote generally in the election of Directors.

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Section 3. Eligibility

All employees of the Company and its Affiliates are eligible for the grant of Awards. The selection of any such persons to receive Awards will be within the discretion of the Committee. More than one Award may be granted to the same person.

Notwithstanding the foregoing, any individual who renounces in writing any right that he or she may have to receive Awards under the Plan shall not be eligible to receive any Awards hereunder.

Section 4. Shares of Common Stock Available for Awards; Adjustment

(a) Number of Shares of Common Stock. The maximum aggregate number of shares of Common Stock that may be subject to Awards granted under this Plan during the term of this Plan is 494,703 shares of Common Stock, subject to any adjustments made in accordance with the terms of this Section 4.

The assumption of obligations in respect of awards granted by an organization acquired by the Company, or the grant of Awards under this Plan in substitution for any such awards, will not reduce the number of shares of Common Stock available for the grant of Awards under this Plan.

Shares of Common Stock subject to an Award that is forfeited, terminated, or canceled without having been exercised will again be available for grant under this Plan, without reducing the number of shares of Common Stock available for grant of Awards under this Plan.

(b) No Fractional Shares. No fractional shares of Common Stock will be issued, and the Committee will determine the manner in which the value of fractional shares of Common Stock will be treated.

(c) Adjustment. In the event of any change in the Common Stock by reason of a merger, consolidation, reorganization, recapitalization, or similar transaction, or in the event of a stock dividend, stock split, or distribution to stockholders (other than normal cash dividends), the Committee will have authority to adjust, in any manner that it deems equitable, the number of shares specified in Section 4(a) and the number and class of shares of Common Stock subject to outstanding Awards, the exercise price applicable to outstanding Awards, and the Fair Market Value of the shares of Common Stock and other value determinations applicable to outstanding Awards.

Section 5. Administration

(a) Committee. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) select the eligible employees who will receive Awards; (ii) grant Awards; (iii) determine the number and types of Awards to be granted to eligible employees; (iv) determine the terms, conditions, vesting periods, and restrictions applicable to Awards, including timing and price; (v) adopt, alter, and repeal administrative rules and practices governing this Plan; (vi) interpret the terms and provisions of this Plan and any Awards granted

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under this Plan, including, where applicable, determining the method of valuing any Award and certifying as to the satisfaction of such Awards; (vii) prescribe the forms of any Notices of Award, Award Agreements, or other instruments relating to Awards; and (viii) otherwise supervise the administration of this Plan.

(b) Delegation. The Committee may delegate any of its authority to any other Person or Persons that it deems appropriate.

(c) Decisions Final. All decisions by the Committee, and by any other Person or Persons to whom the Committee has delegated authority, to the extent permitted by law, will be final and binding on all Persons.

(d) No Liability. Neither the Committee nor any of its members shall be liable for any act taken by the Committee pursuant to the Plan. No member of the Committee shall be liable for the act of any other member.

Section 6. Awards

(a) Grant of Awards. The Committee will determine the Awards to be granted to each Participant and will set forth in the related Notice of Award or Award Agreement the terms, conditions, vesting periods, and restrictions applicable to each Award. Awards may be granted in replacement of, or in substitution for, other awards granted by the Company, whether or not granted under this Plan. The Company may assume obligations in respect of awards granted by any Person acquired by the Company or may grant Awards in replacement of, or in substitution for, any such awards.

(b) Types of Awards. Awards of Stock Options may be granted under the Plan. A Participant who is granted an Award of a Stock Option shall have the right to purchase a specified number of shares of Common Stock, during a specified period, and at a specified exercise price, all as determined by the Committee. All Stock Options shall be non-qualified stock options subject to the provisions of Section 83 of the Code. No Stock Option shall be intended to qualify as an incentive stock option under Section 422 of the Code.

(c) Termination of Awards. Any Award granted under this Plan shall expire, and the Participant to whom such Award was granted shall have no further rights with respect thereto, on the tenth anniversary of the date of grant of such Award, or on such earlier date as may be established by the Committee and provided in the Notice of Award or Award Agreement with respect to such Award.

Section 7. Deferral of Payment

With the approval of the Committee, the delivery of the shares of Common Stock, cash, or any combination thereof subject to an Award may be deferred, either in the form of installments or a single future delivery. The Committee may also permit selected Participants to defer the receipt of some or all of their Awards, as well as other compensation, in accordance with procedures established by the Committee to assure that the recognition of taxable income is deferred under the

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Code. Deferred amounts may, to the extent permitted by the Committee, be credited as cash or Stock Equivalent Units. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents on Stock Equivalent Units.

Section 8. Payment of Exercise Price

The exercise price of an Award may be paid in cash, by the transfer of shares of Common Stock, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods, as and to the extent permitted by the Committee. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of this Plan.

Section 9. Taxes Associated with Awards

Prior to the payment of an Award or upon the exercise or release thereof, the Company may withhold, or require a Participant to remit to the Company, an amount sufficient to pay any federal, state, and local taxes associated with the Award. The Committee may, in its discretion and subject to such rules as the Committee may adopt, permit a Participant to pay any or all taxes associated with the Award in cash, by the transfer of shares of Common Stock, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods.

Section 10. Termination of Employment

If the employment of a Participant terminates for any reason, all unexercised, deferred, and unpaid Awards may be exercisable or paid only in accordance with rules established by the Committee or as specified in the particular Award Agreement or Notice of Award. Such rules may provide, as the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of the Awards.

Section 11. Termination of Awards Under Certain Conditions

The Committee may cancel any unexpired, unpaid, or deferred Awards at any time if the Participant is not in compliance with all applicable provisions of this Plan or with any Notice of Award or Award Agreement, or if the Participant, without the prior written consent of the Company, engages in any of the following activities:

(a) Renders services for an organization, or engages in a business, that is, in the judgment of the Committee, in competition with the Company or its Subsidiaries; or

(b) Discloses to anyone outside of the Company or its Affiliates, or uses for any purpose other than the Company’s business any confidential information or material relating to the Company, whether acquired by the Participant during or after employment with the Company, in a fashion or with a result that the Committee, in its judgment, deems is or may be injurious to the best interests of the Company.

The Committee may, in its discretion and as a condition to the exercise of an Award, require

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a Participant to acknowledge in writing that he or she is in compliance with all applicable provisions of this Plan and of any Notice of Award or Award Agreement and has not engaged in any activities referred to in clauses (a) and (b) above.

Section 12. Change in Control

(a) General. In the event of a Change in Control of the Company, the Committee shall have the right, in its sole discretion, to: (i) accelerate the exercisability of any Stock Options, notwithstanding any limitations set forth in the Plan; (ii) cancel all outstanding Stock Options in exchange for the kind and amount of shares of the surviving or new corporation, cash, securities, evidences of indebtedness, other property or any combination thereof receivable in respect of one share of Common Stock upon consummation of the transaction in question (the “Acquisition Consideration”) that the Participant would have received had the Stock Option been exercised prior to such transaction, less the applicable exercise price therefor; (iii) cause the Participant to have the right thereafter and during the term of the Stock Option to receive upon exercise thereof the Acquisition Consideration receivable upon the consummation of such transaction by a holder of the number of shares of Common Stock which might have been obtained upon exercise of all or any portion thereof; or (iv) take such other action as it deems appropriate to preserve the value of the Award to the Participant. Alternatively, the Committee shall also have the right to require any purchaser of the Company’s assets or stock, as the case may be, to take any of the actions set forth in the preceding sentence as such purchaser may determine to be appropriate or desirable.

(b) Definition. As used in this Plan, the term “Change in Control” shall mean the occurrence at any time after the date of this Plan of any of the following events:

(i) The Company is merged or consolidated or reorganized into or with another corporation or other legal person or entity, other than a Related Person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation, person or entity immediately after such transaction is held in the aggregate by the holders of Voting Stock immediately prior to such transaction;

(ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person or entity, other than a Related Person, and less than a majority of the combined voting power of the then-outstanding securities of such corporation, person or entity immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock immediately prior to such sale or transfer;

(iii) Any person (as the term “person” is used in Section 13(d)(3) of the Exchange Act) other than a Related Person becomes the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing more than 50% of the Voting Power, unless such beneficial ownership results solely from arrangements under which such person does not control the power to vote a majority of the Voting Power;

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(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction other than a contract or transaction with a Related Person; or

(v) Such other or alternative event or events as the Committee shall, in its sole and absolute discretion, deem to be a “Change in Control” for purposes of this Plan or any Notice of Award or Award Agreement entered into pursuant hereto.

Notwithstanding the foregoing provisions of paragraphs (iii) and (iv) of this Section 12(b), a “Change in Control” shall not be deemed to have occurred (i) solely because (A) the Company, (B) a Subsidiary, (C) a Related Person, or (D) any Company-sponsored employee stock ownership plan or other employee benefit plan of the Company or any Subsidiary, or any entity holding shares of Voting Stock for or pursuant to the terms of any such plan, becomes the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing more than 50% of the Voting Power or because the Company files a report or proxy statement disclosing that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership, or (ii) solely because of a change in control of any Subsidiary.

The manner of application and interpretation of the foregoing provisions of this Section 12(b) shall be determined by the Committee in its sole and absolute discretion.

Section 13. Amendment, Suspension, or Termination of this Plan; Amendment of Outstanding Awards

(a) Amendment, Suspension, or Termination of this Plan. The Board of Directors may amend, suspend, or terminate this Plan at any time; provided, however, that no action of the Board of Directors may result, without the approval of the Company’s stockholders, in making any change to the Plan that requires the approval of the Company’s stockholders in order to comply with applicable law or the rules of the principal securities exchange (if any) upon which the Common Stock may then be traded or quoted.

(b) Amendment of Outstanding Awards. The Committee may, in its discretion, amend the terms of any Award, prospectively or retroactively, but no such amendment may impair the rights of any Participant without his or her consent. The Committee may, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Award.

Section 14. Awards to Foreign Nationals and Employees Outside the United States

To the extent that the Committee deems appropriate to comply with foreign law or practice and to further the purpose of this Plan, the Committee may, without amending this Plan, (a) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those established generally under this Plan, and (b) grant Awards to such Participants in accordance with those rules.

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Section 15. Nonassignability

Unless otherwise determined by the Committee, (a) no Award granted under the Plan may be transferred or assigned by the Participant to whom it is granted other than by will, pursuant to the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code, and (b) an Award granted under this Plan may be exercised, during the Participant’s lifetime, only by the Participant or by the Participant’s guardian or legal representative. The Committee, in its sole discretion, may provide for the transferability of particular Awards under this Plan on such terms and conditions as the Committee may determine.

Section 16. Terms of Awards and Related Agreements Need not be Identical

The form and substance of Awards, Award Agreements and Notices of Awards, whether granted at the same or different times, need not be identical. The determinations made by the Committee under the Plan need not be uniform and may be made selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not such persons are similarly situated. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, in respect of (a) the persons eligible to receive awards under the Plan, (b) the terms and provisions of Awards under the Plan, and (c) the exercise by the Committee of its sole discretion in respect of the Plan or any Award Agreement.

Subject only to the terms of the Plan, the Committee shall have the authority to prescribe the terms of any Awards and the provisions of any Award Agreements, Notices of Award or other instruments entered into with respect to the same; it being expressly understood that the Committee shall have the authority to include in any such Award Agreements, Notices of Award or other instruments relating to Awards, such representations, warranties, covenants and agreements on behalf of the Company or the Participant as it deems necessary or appropriate, including, without limitation, covenants relating to non-competition, non-solicitation and non-disclosure of confidential information and covenants providing that part or all of the shares of Common Stock purchased upon the exercise of any Stock Option shall be or may be subject to restrictions on transfer in form and substance designated by the Committee.

Section 17. Securities Law and Related Matters

The Committee may, if it deems appropriate in its sole discretion, condition any grant of an Award or sale of Common Stock to any Participant upon a receipt of an appropriate investment representation from the Participant in compliance with applicable securities laws, rules and regulations, and may require any Participant to make such representations and furnish such information as it may, in its sole discretion, deem appropriate in connection with the grant of an Award or issuance of Common Stock in compliance with applicable law.

All certificates representing shares of Common Stock issued under this Plan shall bear such legends as the Committee may deem appropriate in order to assure compliance with applicable securities laws, rules and regulations, applicable restrictions on transfer and any applicable provision of the Company’s Certificate of Incorporation or By-Laws, as in effect from time to time.

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Section 18. Governing Law

The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise governed by the Code or the securities laws of the United States, be governed by the laws of the State of Delaware.

Section 19. No Rights as Employees/Stockholders

Nothing in the Plan or in any Award Agreement or Notice of Award shall confer upon any Participant any right to continue in the employ of the Company or an Affiliate of the Company or to be entitled to receive any remuneration or benefits not set forth in the Plan or such Award Agreement or Notice of Award, or to interfere with or limit either the right of the Company or an Affiliate of the Company to terminate the employment of such Participant at any time with or without cause. Nothing contained in the Plan or in any Award Agreement or Notice of Award shall be construed as entitling any Participant to any rights of a stockholder as a result of the grant of an Award until such time as shares of Common Stock are actually issued to such Participant pursuant to the exercise of a Stock Option.

Section 20. Effective and Termination Dates

(a) Effective Date. This Plan was approved by the Board of Directors on February 12, 2004 and becomes effective upon that date.

(b) Termination Date. This Plan will continue in effect until midnight on February 12, 2014; provided, however, that Awards granted on or before that date may extend beyond that date and restrictions and other terms and conditions imposed on any Award granted on or before that date may extend beyond such date.

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EX-10.10

Exhibit 10.10

TRUST UNDER “Chart Industries”

This Agreement made as of the date indicated below by and between Chart Industries, Inc. (the “Company”) and Security Trust Company (the “Trustee”);

WHEREAS, Company previously adopted a nonqualified deferred compensation plan effective November 6, 1997, and has amended and restated the plan as the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan (the “Plan”) effective August 1, 2000;

WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

WHEREAS, Company wishes to establish a trust (hereinafter called “Trust”) and to contribute to the Trust assets that shall be held therein, subject to the claims of Company creditors in the event of Company Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

(a) Company hereby deposits with Trustee in trust (an amount to be determined), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of Subpart B, Part I, Subchapter J, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

(f) Upon a Change of Control, Company shall, as soon as possible, but in no event longer than sixty (60) days following the Change of Control, as defined herein, make an

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Irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date on which the Change of Control occurred.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) Company shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings

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thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent.

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered Insolvent for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Company’s Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company’s solvency as may be furnished to Trustee

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and that provides Trustee with a reasonable basis for making a determination concerning Company’s solvency.

(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company.

Except as provided in Section 3 hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

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Section 5. Investment Authority.

(a) Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants, except that voting rights with respect to Trust assets will be exercised by Company and dividend rights with respect to Trust assets will rest with Company.

(b) Company shall have the right at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

Section 6. Disposition of Income.

(a) During the term of this Trust, all of the income received by the Trust, net of expenses and taxes, shall be returned to Company.

Section 7. Accounting by Trustee.

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within thirty (30) days following the close of each calendar year and within thirty (30) days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or

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receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 8. Responsibility of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.

(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

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(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust.

(g) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee.

Company shall pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust.

Section 10. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Company, which shall be effective sixty (60) days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on sixty (60) days notice or upon shorter notice accepted by Trustee.

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(c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within thirty (30) days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

(e) Upon a Change of Control, as defined herein, Trustee may not be removed by Company for two (2) year(s). If Trustee resigns within two (2) year(s) of a Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11(b) hereof prior to the effective date of Trustee’s resignation.

Section 11. Appointment of Successor.

(a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

(b) If Trustee resigns pursuant to the provisions of Section 10(e) hereof and selects a successor Trustee, Trustee may appoint any third party such as a bank trust department or other

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party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

(c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

(c) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. All assets in the Trust at termination shall be returned to Company.

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(d) Section(s) 10(e) and 11(b) of this Trust Agreement may not be amended by the Company for two (2) year(s) following a Change of Control, as defined herein.

Section 13. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of Delaware.

(d) For purposes of this Trust, Change of Control shall mean an occurrence in which:

(1) a person, including any syndicate or group deemed to be a person, other than the Company’s Employee Stock Ownership Trust, becomes the beneficial owner, directly or indirectly, of securities of the Company having 51% or more of the total number of votes which may be cast for Directors of the Company (as the terms “person,” “directly or indirectly” and “beneficial owner” are used in Section 13(d)(1) of the Securities Exchange Act of 1934); or

(2) during any period of two consecutive years, individuals who constitute the Board of Directors at the beginning of such period cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds of

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the Board of Directors then still in office who were Board of Director members at the beginning of such period.

Section 14. Effective Date.

The effective date of this Trust Agreement shall be August 1, 2000 EXECUTED as this 27 day of September, 2000.

Chart Industries
By:	/s/    Mark H. Ludwig
Title:	Corporate Director, Human Resources

Security Trust Company
By:	/s/    M. McDermott
Title:	VP

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EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into effective as of October 6, 2003, by and between CHART INDUSTRIES, INC., a Delaware corporation (the “Company”), and SAMUEL F. THOMAS (“Executive”).

WHEREAS, the Company desires to employ Executive in the position of President and Chief Executive Officer of the Company, and Executive desires to accept such employment, on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, Executive has valuable knowledge and experience relating to the Company’s businesses and the industries in which it operates, and the parties desire to provide for his services to the Company on the terms set forth herein.

NOW, THEREFORE, in consideration of the respective covenants and agreements of the parties herein contained, the Company and Executive agree as follows:

1. Term of Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing as of the date hereof and expiring on October 6, 2004 (the “Employment Period”). The Employment Period shall automatically be extended on October 6 of each year for a period of one year from such date unless, not later than August 6 of such year, the Company or Executive has given notice to the other party that it or he, as the case may be, does not wish to have the Employment Period extended. Any and all such extensions shall be included in the defined term Employment Period. In any case, the Employment Period may be terminated earlier under the terms and conditions set forth herein.

2. Position and Duties. Executive shall serve as President and Chief Executive Officer of the Company and report to the Board of Directors of the Company. Executive shall have responsibility for the general management and operation of the Company and the performance of such other executive services and duties as shall be reasonably assigned to and requested of him by, and subject to the direction and supervision of, the Board of Directors of the Company. Executive shall devote substantially all his working time and 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. Compensation.

(a) Salary. During the Employment Period, Executive shall receive a base salary at the rate of Four Hundred Thousand Dollars ($400,000) per year (the “Base Salary Amount”). Executive’s salary may be adjusted, although any such adjustment shall be at the sole discretion of the Board of Directors of the Company 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 accordance with the normal policies of the Company for payment of its senior executives.

(b) Benefits Generally. During the Employment Period, Executive shall be eligible to participate in all welfare and benefit plans which are maintained or established by the Company for its senior executives generally (subject, however, to all of the terms and conditions thereof, including any eligibility requirements therefor), including but not limited to: (i) the Company’s cash incentive compensation plan (the “Bonus Plan”); (ii) the Company’s 2003 Stock Option and Incentive Plan (the “Option Plan”); (iii) medical, dental and vision insurance coverage; (iv) life insurance coverage; (v) 401(k) Retirement Plan; and (vi) four weeks of paid vacation to be taken at such time or times as are chosen by Executive. Notwithstanding the foregoing, during the Employment Period Executive shall not be entitled to participate in the Company’s Severance Benefit Plan or any such successor plan. For purposes of this Agreement, no benefit shall be considered to have accrued as of any date under any welfare or benefit plan referred to in this Section 3(b) if such benefit remains subject to a discretionary determination under the terms of such plan as of such date.

(c) Bonus Plan. During the Employment Period, Executive shall be eligible for a performance bonus under the Bonus Plan each fiscal year (or pro rated portion thereof) with a target level range of 0% to 100% of Executive’s base salary (pro rated for partial years), based on the Company’s performance against specific criteria to be established annually by the Board of Directors of the Company or any duly authorized Committee thereof.

(d) Option Grants. Initially, Executive shall be granted options to purchase 203,701 shares of Common Stock of the Company, par value $.01 per share (“Common Stock”), which shall have an exercise price of $13.89 per share and become exercisable in four equal annual installments, with 25% of the grant becoming exercisable on October 6, 2004 and an additional 25% becoming exercisable on each of the three following anniversaries of such date (the “Initial Options”). The Initial Options shall be subject to the terms of the Option Plan, including an option agreement, and such restrictions on transfer of the underlying shares and other restrictions as the Board of Directors of the Company or any Committee thereof may impose in connection with the grant, and the Initial Options shall become immediately and fully exercisable upon the occurrence of a Change in Control (as defined in the Option Plan) during the Employment Period. Any option grants in addition to the Initial Options, and the terms of any such grants, shall be at the sole discretion of the Board of Directors of the Company or any duly authorized Committee thereof.

(e) Stock Purchase. Executive shall be offered the opportunity to purchase directly from the Company 28,797 shares of Common Stock at a price of $13.89 per share in accordance with the mutually agreeable terms and conditions set forth in a definitive stock purchase agreement to be entered into between the Company and Executive, such terms and conditions to include restrictions on transfer of such shares; provided, however, that such purchase must be completed by Executive no later than February 28, 2004.

(f) Expenses. The Company shall reimburse Executive for reasonable direct expenses incurred by him on behalf of the Company in the performance of his duties during the Employment Period. Such reimbursement shall include the reimbursement (in accordance with the terms of the Company’s Relocation Reimbursement Policy, but without a cap on the amount of reasonable expenses) of all reasonable out-of-pocket moving expenses incurred by Executive in connection with the commencement of his employment in the Cleveland, Ohio area or any

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future employment transfer at Executive’s option, or if required by the Company to relocate, to any Company location. Executive shall furnish the Company with such documentation as is requested by the Company in order for it to comply with the Code and regulations thereunder in connection with the proper deduction of such expenses.

4. Termination of Employment.

(a) Events of Termination. The Employment Period shall terminate immediately upon the occurrence of any of the following events: (i) the death of Executive; (ii) the expiration of the 30th calendar day (the “Disability Effective Date”) after the Company gives Executive written notice of its election to terminate Executive’s employment upon the Disability of Executive, if before the expiration of such 30-day period Executive has not returned to the performance of his duties hereunder on a full-time basis; (iii) voluntary termination by Executive of his employment with the Company; (iv) the Company’s discharge of Executive for Good Cause; or (v) the Company’s discharge of Executive at any time other than for Good Cause or Disability, for any reason or no reason. For purposes of Section 5, expiration of the Employment Period upon a notice of the Company under Section 1 that it does not wish to extend the Employment Period shall be deemed a termination other than for Good Cause or Disability pursuant to Section 4(a)(v) and expiration of the Employment Period upon a notice of Executive under Section 1 that he does not wish to extend the Employment Period shall be deemed a resignation of Executive pursuant to Section 4(a)(iii).

(b) Notice of Termination. Any termination by the Company for Good Cause shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specifies the Date of Termination (as defined below). The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder.

(c) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Good Cause, the date of termination of employment that is set forth in the Notice of Termination (which shall not be earlier than the date on which such notice is given), (ii) if Executive’s employment is terminated by the Company other than for Good Cause or Disability, or Executive resigns, the date on which the Company or Executive notifies Executive or the Company, respectively, of such termination, or such later date as may be specified by the terminating party in such notice, and (iii) if Executive’s employment is terminated by reason of death or Disability, the date of death of Executive or the Disability Effective Date, as the case may be.

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5. Obligations of the Company upon Termination.

(a) Discharge Other than for Good Cause or Disability. Executive shall be entitled to the severance benefits specified in this Section 5(a) if, during the Employment Period, the Company terminates Executive’s employment under Section 4(a)(v) other than for Good Cause or Disability. In any such case:

(i) In lieu of further base salary or bonus payments, the Company shall pay to Executive the amounts determined under clauses (A) and (B) below at the times specified in such clauses:

(A) Executive’s incremental base salary at the rate then in effect through the Date of Termination, to the extent not previously paid, which shall be paid in a lump sum in cash within 30 calendar days after the Date of Termination; and

(B) an amount equal to Executive’s annual base salary at the rate then in effect, which shall be paid in twelve equal monthly installments commencing 30 calendar days after the Date of Termination.

For purposes of this Section 5(a)(i), any amounts of compensation deferred by Executive under a deferral plan of the Company or any of its Affiliates shall be deemed to have been paid on the date of deferral, and all such deferred amounts shall be payable as governed by the terms of the applicable deferral plan, except that no such amounts shall be forfeited under the terms of the applicable deferral plan as a result of Executive’s termination of employment; and

(ii) Executive shall be entitled to receive any other benefits provided for in Section 3(b) which have accrued up to and including the Date of Termination, subject to the terms and conditions of the welfare and benefit plans referenced in Section 3(b), and reimbursement of reasonable expenses incurred up to and including the Date of Termination under the terms of Section 3(f). After the Date of Termination, Executive shall no longer be eligible to participate in any of the welfare or benefit plans referenced in Section 3(b), except to the extent and on the terms that participation in any such plan by former employees is expressly permitted by the terms of such plan.

(b) Death or Disability. Executive shall be entitled to the severance benefits specified in this Section 5(b) if, during the Employment Period, Executive’s employment with the Company terminates as a result of Executive’s death or Disability under Section 4(a)(i) or 4(a)(ii). In either such case, Executive shall be entitled to payment of incremental base salary only for the remainder of the month in which such termination occurs and thereafter such salary shall end and cease to be payable. In addition, in any such case, Executive shall be entitled to receive any benefits provided for in Section 3(b) which have accrued up to and including the Date of Termination, subject to the terms and conditions of the welfare and benefit plans referenced in Section 3(b), and reimbursement of reasonable expenses incurred up to and including the Date of Termination under the terms of Section 3(f). After the Date of Termination, Executive shall no longer be eligible to participate in any of the welfare or benefit plans referenced in Section 3(b), except to the extent and on the terms that participation in any such plan by former employees is expressly permitted by the terms of such plan.

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(c) Discharge for Good Cause or Resignation. If Executive’s employment with the Company is terminated by Executive on a voluntary basis under Section 4(a)(iii) or is terminated by the Company for Good Cause under Section 4(a)(iv), Executive shall be entitled to (i) payment of incremental base salary only through the Date of Termination and thereafter such salary shall end and cease to be payable, (ii) receive any benefits provided for in Section 3(b) which have accrued up to and including the Date of Termination, subject to the terms and conditions of the welfare and benefit plans referenced in Section 3(b), and (iii) reimbursement of reasonable expenses incurred up to and including the Date of Termination under the terms of Section 3(f). After the Date of Termination, Executive shall no longer be eligible to participate in any of the welfare or benefit plans referenced in Section 3(b), except to the extent and on the terms that participation in any such plan by former employees is expressly permitted by the terms of such plan.

(d) No Further Obligations. Except as expressly set forth in this Section 5, Executive shall not be entitled to any other payments or benefits under this Agreement as a result of the termination of Executive’s employment.

6. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement.

7. Indemnification. The Company shall indemnify Executive and his representatives, successors and estate against claims arising in connection with Executive’s status as a director, officer, employee or agent of the Company, in accordance with the Company’s Certificate of Incorporation, By-Laws and indemnity agreements and policies for its directors and executive officers, subject to applicable law.

8. Restrictive Covenants.

(a) Non-Competition. While employed by the Company and for a period of one year after ceasing to be so employed, Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner or director with, or have any financial interest in, any business which is in substantial competition with any business conducted by the Chart Group, in any area where such business is being conducted at the time of such termination. Passive ownership for investment purposes of 5% or less of the voting stock of any corporation which is required to file periodic reports with the Securities and Exchange Commission under the Exchange Act shall not constitute a violation hereof.

(b) Non-Solicitation. Executive shall not directly or indirectly, at any time while employed by the Company and for a period of one year after ceasing to be so employed, solicit or induce or attempt to solicit or induce any customer, employee or sales representative of the Chart Group to terminate his, her or its customer, employment, or representation relationship with the Chart Group or in any way directly or indirectly interfere with such a relationship.

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(c) Confidentiality.

(i) Executive shall keep in strict confidence, and shall not, directly or indirectly, at any time while employed by the Company or after ceasing to be so employed, disclose, furnish, publish, disseminate, make available or, except in the course of performing his duties of employment hereunder, use any Confidential Information. Executive specifically acknowledges that all Confidential Information, in whatever media or form maintained and whether compiled by the Chart Group or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Chart Group to maintain the secrecy of such information, that such information is the sole property of the Chart Group and that any disclosure or use of such information by Executive while employed by the Company (except in the course of performing his duties and obligations hereunder) or after ceasing to be so employed shall constitute a misappropriation of the Chart Group’s trade secrets.

(ii) Notwithstanding the provisions of Section 8(c)(i), Executive may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the employment or other transactions contemplated by this Agreement, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable federal or state securities laws, and except that, with respect to any document or other information that in either case contains information concerning the tax treatment or tax structure of such transactions as well as other information, this Section 8(c)(ii) shall apply only to such portions of the document or similar item that is relevant to an understanding of such tax treatment or tax structure.

9. Binding Agreement; Successors. This Agreement shall inure to the benefit of and be binding upon Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s spouse, or if is spouse does not survive him, to Executive’s estate. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, including, without limitation, any person acquiring directly or indirectly all or substantially all of the assets of the Company, whether by merger, consolidation, sale or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement). The Company shall require any such successor to assume and agree to perform this Agreement.

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10. Notice. All notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when hand delivered, (b) one business day after being sent by recognized overnight delivery service, or (c) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, and in each case addressed as follows (or addressed as otherwise specified by notice under this Section):

(i)	If to the Company, to:
	Chart Industries, Inc.
	5885 Landerbrook Drive
	Suite 205
	Cleveland, Ohio 44124
	Attention:	Chief Financial Officer and Compensation Committee of the Board of Directors
	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:
	Samuel F. Thomas
	115 Gill Road
	Haddonfield, New Jersey 08033

11. Withholding. The Company may withhold from any amounts payable under or in connection with this Agreement all federal, state, local and other taxes as may be required to be withheld by the Company under applicable law or governmental regulation or ruling.

12. Amendments; Waivers. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, and is signed by Executive and an officer of the Company specifically designated by the Board of Directors of the Company or its Compensation Committee to execute such writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

13. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the conflict of law principles of such State.

14. Equitable Relief. Executive and the Company acknowledge and agree that the covenants contained in Section 8 are of a special nature and that any breach, violation or evasion by Executive of the terms of Section 8 will result in immediate and irreparable injury and harm to the Company, for which there is no adequate remedy at law, and will cause damage to the Company in amounts difficult to ascertain. Accordingly, the Company shall be entitled to the remedy of injunction, as well as to all other legal or equitable remedies to which the Company may be entitled (including, without limitation, the right to seek monetary damages), for any breach, violation or evasion by Executive of the terms of Section 8.

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15. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. In the event that any provision of Section 8 is found by a court of competent jurisdiction to be invalid or unenforceable as against public policy, such court shall exercise its discretion in reforming such provision to the end that Executive shall be subject to such restrictions and obligations as are reasonable under the circumstances and enforceable by the Company.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

17. Headings; Definitions. The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Certain capitalized terms used in this Agreement are defined on Schedule A attached hereto.

18. No Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except as provided in Section 9.

19. Entire Agreement; No Other Arrangements. This Agreement contains the entire agreement between the parties with respect to the employment of Executive and supersedes any and all other agreements, either oral or in writing, with respect to the employment of Executive. Executive acknowledges that, in executing this Agreement, he has not relied on any representations not set forth in this Agreement. Executive represents that his employment by the Company will not violate any other agreement by which Executive is bound.

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

CHART INDUSTRIES, INC.
By:	/s/    MICHAEL F. BIEHL
Name:	Michael F. Biehl
Title:	Chief Financial Officer and Treasurer
/s/    SAMUEL F. THOMAS
SAMUEL F. THOMAS
(“Executive”)

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Schedule A

Certain Definitions

As used in this Agreement, the following capitalized terms shall have the following meanings:

“Affiliate” of a specified entity means an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the entity specified.

“Chart Group” means, collectively, the Company and each group, division and Subsidiary of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Confidential Information” means confidential business information of the Chart Group and its customers and vendors, without limitation as to when or how Executive may have acquired such information. Such Confidential Information shall include, without limitation, the Chart Group’s manufacturing, selling and servicing methods and business techniques, customer, vendor and product information, product development plans, internal financial statements, sales and distribution information, business plans and opportunities, corporate alliances, processes and techniques, and other information concerning the Chart Group’s actual or anticipated business or products, or which is received in confidence by or for the Chart Group from any other person.

“Disability” means the inability of Executive for a continuous period of six months to perform the essential functions of his position hereunder on an active full-time basis with or without reasonable accommodations by reason of a disability condition. 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 services and is, or has been, disabled for the purposes of this Agreement. The Company and Executive acknowledge and agree that the essential functions of Executive’s position are unique and critical to the Company and that a disability condition that causes Executive to be unable to perform the essential functions of his position under the circumstances described above will constitute an undue hardship on the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

“Good Cause” means a determination by the Board of Directors (without the participation of Executive) of the Company, pursuant to the exercise of its business judgment, that any one of the following events has occurred and not been cured by Executive within 30 calendar days after the Company first gave Executive written notice thereof:

(a) Executive has been indicted by a state or federal grand jury of committing a felony;

(b) 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;

(c) Executive has materially breached the provisions of Section 8 or any other material provision of this Agreement; or

(d) Executive’s failure, refusal or inability to perform his services and duties to the Company as set forth in Section 2, any act of gross negligence, corporate waste, disloyalty, dishonesty or unfaithfulness to the Company which adversely affects the business of the Company, 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.

“Subsidiary” means a corporation, company or other entity (a) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (b) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

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EX-10.13

EX 10.13

AGREEMENT OF SEPARATION, RELEASE, AND NONCOMPETITION

THIS AGREEMENT OF SEPARATION, RELEASE, AND NONCOMPETITION (“Agreement”), is made and entered into by and between CHART INDUSTRIES, INC., a Delaware corporation (the “Company”) and ARTHUR S. HOLMES (“Executive”) with an Effective Date as defined herein.

W I T N E S S E T H:

WHEREAS, pursuant to an Employment Agreement dated November 13, 2001 (“the Employment Agreement”), Executive has been employed by the Company as its Chairman and Chief Executive Officer; and

WHEREAS, as a result of the Company’s recent bankruptcy and reorganization, Executive desires to resign from his employment, and the Company desires to accept said resignation; and

WHEREAS, the Company and Executive wish to resolve all matters and issues between them arising from or relating to Executive’s employment by the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Executive and the Company hereby agree as follows:

ARTICLE I — CONSIDERATION

Section 1.1. Resignation. Executive, through his signature below, voluntarily resigns from his position as Chairman and Chief Executive Officer of the Company effective September 15, 2003, and further resigns from his employment with the Company effective November 28, 2003 (“Date of Resignation”). The Company, through its execution below, hereby consents to and accepts Executive’s resignation. The parties hereby acknowledge and agree that Executive’s resignation hereunder shall be deemed a voluntary termination by Executive with Good Reason, as that term is defined in the Employment Agreement, and the Company further waives the requirement of fifteen (15) calendar days written notice of same from Executive. Executive’s employment records with the Company will reflect the voluntary nature of the cessation of his employment, and the Company and Executive each expressly acknowledge that he has not been “discharged” or “terminated” by the Company, constructively or otherwise. The parties acknowledge and agree that Executive serves as a director of the Company pursuant to the terms of the Company’s Amended Joint Prepackaged Reorganization Plan, dated September 3, 2003 (the “Plan of Reorganization”), and that Executive’s resignations from his position as Chairman and Chief Executive Officer and from his employment with the Company shall not be construed as a resignation from service as a director of the Company.

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Section 1.2. Separation Pay. Upon the Effective Date of this Agreement as defined in §4.7 hereof, the Company will make payment to Executive in the lump sum amount of Six Hundred Twenty Four Thousand Six Hundred Ninety Six Dollars and Fifty Eight Cents ($624,696.58) less applicable payroll taxes and withholdings (the “Separation Payment”).

Section 1.3. Restrictive Covenants. Upon the Effective Date of this Agreement as defined in §4.7 hereof, and as consideration for Executive’s agreements set forth in Article III of this Agreement, the Company will make payment to Executive in the lump sum amount of Five Hundred Fourteen Thousand Dollars ($514,000.00) (the “Restrictive Covenants Payment”). The Company shall not withhold any amounts from the Restrictive Covenants Payment, and Executive shall assume responsibility for the payment of any of Executive’s portion of taxes and withholdings incurred in connection with the Restrictive Covenants Payment, including interest and penalties with respect to both the Company’s and Executive’s portions in the event that Executive fails to include the amount in income and pay the income tax thereon. The parties further agree that the Company may issue or file a Form 1099 or other notice to the Internal Revenue Service regarding the Restrictive Covenants Payment.

Section 1.4. Group Insurance Coverage. For the period continuing through January 30, 2006, the Company shall continue to provide to Executive, or cause to be provided to him, group health, dental, vision, and group life insurance benefits at the same level and to the same extent such benefits were provided to him immediately prior to the Date of Resignation. If at any time between the Date of Resignation and January 30, 2006, the Company is not able to continue to provide to Executive group health, dental, vision, or group life insurance benefits as described in the preceding sentence, then the Company shall reimburse Executive for his costs in purchasing health, dental, vision, or life insurance coverage providing at least equivalent coverage, with such reimbursement to be in an amount which, after taxes on the receipt of such reimbursement, shall equal such cost to Executive. At the conclusion of the period continuing through January 30, 2006, Executive shall be entitled to continuation of coverage under the Company’s health insurance plan at his own expense pursuant to any rights he may have under the federal Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), part VI of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended; Internal Revenue Code §4980(B)(f).

Section 1.5. Deemed Bonus Amount for 2003. Upon the Effective Date of this Agreement as defined in §4.7 hereof, the Company will make payment to Executive in the lump sum amount of One Hundred Fifty Nine Thousand Four Hundred Forty Four Dollars and Forty Four Cents ($159,444.44), less applicable payroll taxes and withholdings, which sum represents Executive’s proportionate share of the $175,000 Deemed Bonus Amount for 2003 through the Effective Date (the “Bonus Payment”).

Section 1.6. D&O Liability Coverage and Indemnification. For a period of six (6) years following the Date of Resignation, the Company will maintain Directors & Officers Liability Insurance (“tail”) coverage for Executive to insure against claims arising out of his service as a Director or Officer of the Company prior to September 15, 2003. As to Executive’s continued service on the Company’s Board of Directors, the Company will maintain customary Directors & Officers Liability Insurance coverage for Executive to insure against claims arising out of his service on the Company’s Board of Directors, and such coverage shall be at least equivalent to the coverage provided to other directors. The Company further agrees to defend

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and indemnify Executive against any claims arising out of his employment by the Company, as provided in § 8 of the Employment Agreement and by the Indemnification Agreement between Executive and the Company dated August 1, 2002.

Section 1.7. Company-Provided Business Equipment. For the period beginning on the Date of Resignation and continuing through January 30, 2006, Executive may continue to possess and use the laptop computer and related accessories, cell phones, and home office phone provided by the Company, on the same basis as such equipment was provided by the Company prior to the Date of Resignation.

Section 1.8. Consultant’s and Attorney’s Fees. The Company will pay Executive’s reasonable and actual consultant’s and attorney’s fees and expenses in connection with this Agreement, including those of Stout/Resius/Ross Inc., Ernst & Young, and Baker & Hostetler LLP, in an aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00), with such payments to be made within a reasonable time after presentment of invoices for said fees to the Company.

Section 1.9. Automobile Use. The Company will continue to provide Executive with continued possession and use of the automobile leased by the Company and assigned to Executive as of the Date of Resignation, and Executive shall have use of such automobile through January 30, 2006, provided that Executive reimburses the Company for the lease payments by submitting to the Company on a monthly basis payments in the amount of Seven Hundred Three Dollars and Thirty-Two Cents ($703.32). Executive’s monthly payments for the automobile shall be due to the Company on or before the fifth calendar day of each month. In the event that Executive fails to make any monthly payment to the Company within ten (10) calendar days of the due date for such payment, then the Company shall provide written notice to Executive, at his last known address, of such failure. If payment is not received within ten (10) calendar days from the date of said written notice, then the Company shall have the right to take possession of the automobile. Executive shall return such automobile to the Company in good condition, reasonable wear and tear excepted, on or before January 30, 2006. From the Effective Date of this Agreement through January 30, 2006, Executive shall be responsible for maintaining insurance coverage on the automobile with the same coverages and policy limits as existed as of the Date of Resignation, and name the Company as a named insured. From the Effective Date of this Agreement and continuing through January 30, 2006, Executive shall be solely responsible for any damages or claims of, or losses incurred by, Executive or third parties as result of Executive’s use or possession of such automobile, the Company shall bear no responsibility or liability for any such damages, claims, or losses, and Executive agrees to indemnify and hold harmless the Company against and from any such damages, claims, or losses asserted against the Company.

Section 1.10. Adequacy of Consideration. Executive hereby agrees and acknowledges that the payments and benefits described in §§1.1 through §1.9 of this Agreement are over and above any entitlements, severance or otherwise, that he may have by reason of his separation from employment with the Company, and that such payments and amounts constitute adequate consideration for all of Executive’s covenants and obligations set forth herein, including, but not limited to, the Release of Claims set forth in Article II of this Agreement and the Restrictive Covenants set forth in Article III of this Agreement.

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ARTICLE II — RELEASE OF CLAIMS

Section 2.1. Executive’s Release. In consideration of the promises and agreements set forth herein, Executive does hereby for himself and for his heirs, executors, successors and assigns, release and forever discharge the Company, its parent company(ies), subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their respective officers, directors, shareholders, management, representatives, agents, Executives, successors, assigns, and attorneys, both known and unknown, in both their personal and agency capacities (collectively, “the Company Entities”) of and from any and all claims, demands, damages, actions or causes of action, suits, claims, charges, complaints, contracts, whether oral or written, express or implied and promises, at law or in equity, of whatsoever kind or nature, including but not limited to any alleged violation of any state or federal anti-discrimination statutes or regulations, including but not limited to Title VII of The Civil Rights Act of 1964 as amended, ERISA, The Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney’s fees, back pay, holiday pay, vacation pay, bonus, group insurance, any claims for reinstatement, all Executive benefits and claims for money, out of pocket expenses, any claims for emotional distress, degradation, humiliation, that Executive might now have or may subsequently have, whether known or unknown, suspected or unsuspected, by reason of any matter or thing, arising out of or in any way connected with, directly or indirectly, any acts or omissions of the Company or any of its directors, officers, shareholders, employees and/or agents arising out of Executive’s employment and termination from employment which have occurred prior to the Effective Date of this Agreement, except those matters specifically set forth herein, and except for any health, welfare, pension or retirement benefits which may have vested on Executive’s behalf, if any, and except for any claims arising out of Executive’s status as a shareholder or director of the Company.

Section 2.2. Older Workers Benefit Protection Act (“OWBPA”). Executive recognizes and understands that, by executing this Agreement, he shall be releasing the Company Entities from any claims that he now has, may have, or subsequently may have under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§621, et seq., as amended, by reason of any matter or thing arising out of, or in any way connected with, directly or indirectly, any acts or omissions which have occurred prior to and including the Effective Date of this Agreement. In other words, Executive will have none of the legal rights against the aforementioned that he would otherwise have under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§621, et seq., as amended, by his signing this Agreement.

Section 2.3. Consideration Period. The Company hereby notifies Executive of his right to consult with his chosen legal counsel before signing this Agreement. The Company shall afford, and Executive acknowledges receiving, not less than twenty-one (21) calendar days in which to consider this Agreement to ensure that Executive’s execution of this Agreement is knowing and voluntary. In signing below, Executive expressly acknowledges that he has been afforded the opportunity to take at least twenty-one (21) days to consider this Agreement and that his execution of same is with full knowledge of the consequences thereof and is of his own free will.

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Notwithstanding the fact that the Company has allowed Executive twenty-one (21) days to consider this Agreement, Executive may elect to execute this Agreement prior to the end of such 21-day period. If Executive elects to execute this Agreement prior to the end of such 21-day period, then by his signature below, Executive represents that his decision to accept this shortening of the time was knowing and voluntary and was not induced by fraud, misrepresentation, or any threat to withdraw or alter the benefits provided by the Company herein, or by the Company providing different terms to any similarly-situated Executive executing this Agreement prior to end of such 21-day consideration period.

Section 2.4. Revocation Period. Both the Company and Executive agree and recognize that, for a period of seven (7) calendar days following Executive’s execution of this Agreement, Executive may revoke this Agreement by providing written notice revoking the same, within this seven (7) day period, delivered by hand or by certified mail, addressed to Mark Ludwig, Chart Industries, Inc., 5885 Landerbrook Drive, Suite 205, Mayfield Heights, Ohio 44124, delivered or postmarked within such seven (7) day period. In the event Executive so revokes this Agreement, each party will receive only those entitlements and/or benefits that he/it would have received regardless of this Agreement.

Section 2.5. Acknowledgments. Executive acknowledges that Executive has carefully read and fully understands all of the provisions of this Agreement, that Executive has not relied on any representations of the Company or any of its representatives, directors, officers, Executives and/or agents to induce Executive to enter into this Agreement, other than as specifically set forth herein and that Executive is fully competent to enter into this Agreement and has not been pressured, coerced or otherwise unduly influenced to enter into this Agreement and that Executive has voluntarily entered into this Agreement of Executive’s own free will.

ARTICLE III — OTHER OBLIGATIONS OF EXECUTIVE

Section 3.1. Restrictive Covenants. Executive expressly re-affirms and re-acknowledges his agreement to the covenants regarding non-competition, non-solicitation, and confidentiality contained in §9 of the Employment Agreement, acknowledges and agrees that said covenants, and the provisions of the Employment Agreement relating to enforcement of said covenants, survive Executive’s resignation from employment, and further acknowledges and agrees that the geographic scope of the covenant regarding non-competition set forth in § 9(a) of the Employment Agreement shall be anywhere in the world. The parties acknowledge and agree that Executive’s obligations under the covenants regarding non-competition, non-solicitation, and confidentiality shall commence on the Date of Resignation as defined in §1.1 of this Agreement.

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Section 3.2. Transition. Executive agrees to make himself available to answer questions concerning business concerns, operations, pending legal concerns and/or litigation, and other special assistance as reasonably may be required by the Company, through and including March 15, 2004, provided, however, that Executive’s obligations hereunder shall not exceed eight (8) hours per month unless mutually agreed otherwise, and provided further that Executive shall be entitled to reimbursement of expenses reasonably incurred by him in his performance of his obligations under this § 3.2.

Section 3.3. Company Property. Except as otherwise provided in §§ 1.7 and 1.9 of this Agreement, on or before the Date of Resignation, Executive shall return all tangible personal property belonging to the Company, including, but not limited to, all keys, business equipment, and computer software and/or hardware.

Section 3.4. Permitted Disclosure. Notwithstanding the provisions of §9 of the Employment Agreement regarding confidentiality, as re-affirmed and re-acknowledged in §3.1 of this Agreement, Executive may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the separation from employment or other transactions contemplated by this Agreement, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable federal or state securities laws, and except that, with respect to any document or other information that in either case contains information concerning the tax treatment or tax structure of such transactions as well as other information, this §3.4 shall apply only to such portions of the document or similar item that is relevant to an understanding of such tax treatment or tax structure.

ARTICLE IV — MISCELLANEOUS PROVISIONS

Section 4.1. Entire Agreement. Except as provided in the Indemnification Agreement between Executive and the Company dated August 1, 2002, and except for certain releases provided to Executive by the Company in Article XIV, §H of the Company’s Plan of Reorganization, and except as provided in §3.1 of this Agreement, this Agreement contains the entire agreement between the parties hereto and replaces any prior agreements, contracts and/or promises, whether written or oral, with respect to the subject matters included herein. This Agreement may not be changed orally, but only in writing, signed by each of the parties hereto.

Section 4.2. Warranty/Representation. Executive and the Company each warrant and represent that, prior to and including the Effective Date of this Agreement, no claim, demand, cause of action, or obligation which is subject to this Agreement has been assigned or transferred to any other person or entity, and no other person or entity has or has had any interest in any such claims, demands, causes of action or obligations, and that each has the sole right to execute this Agreement.

Section 4.3. Invalidity. The parties to this Agreement agree that the invalidity or unenforceability of any one (1) provision or part of this Agreement shall not render any other provision(s) or part(s) hereof invalid or unenforceable and that such other provision(s) or part(s) shall remain in full force and effect.

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Section 4.4. No Assignment. This Agreement is personal in nature and shall not be assigned by Executive. All payments and benefits provided Executive herein shall be made to his estate in the event of his death prior to his receipt thereof.

Section 4.5. Originals. Two (2) copies of this Agreement shall be executed as “originals” so that both Executive and the Company may possess an “original” fully executed document. The parties hereto expressly agree and recognize that each of these fully executed “originals” shall be binding and enforceable as an original document representing the agreements set forth herein.

Section 4.6. Governing Law. This Agreement shall be governed under the laws of the State of Ohio.

Section 4.7. Effective Date. This Agreement shall become effective only upon (a) execution of this Agreement by Executive after the expiration of the twenty-one (21) day consideration period described in §2.3 of this Agreement, unless such consideration period is shortened as provided in §2.3 of this Agreement; and (b) the expiration of the seven (7) day period for revocation of this Agreement by Executive described in §2.4 of this Agreement.

CAUTION TO EXECUTIVE: READ BEFORE SIGNING. THIS DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS AGAINST THE COMPANY ENTITIES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

IN WITNESS WHEREOF, Executive and the Company agree as set forth above:

DATE OF RECEIPT BY EXECUTIVE	SIGNATURE OF EXECUTIVE
	ACKNOWLEDGING DATE OF RECEIPT:
December 16, 2003	/s/    Arthur S. Holmes
	RECEIPT WITNESSED BY:
	/s/    Christine H. Holmes
DATE OF EXECUTION BY EXECUTIVE:	AGREED TO AND ACCEPTED BY:
December 17, 2003	/s/    Arthur S. Holmes
	ARTHUR S. HOLMES
	EXECUTION WITNESSED BY:
	/s/    Christine H. Holmes

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DATE OF EXECUTION BY COMPANY:	AGREED TO AND ACCEPTED BY
	CHART INDUSTRIES, INC.
December 22, 2003	BY: /s/    Michael F. Biell
	TITLE: CFO & Treasurer
	EXECUTION WITNESSED BY:
	/s/    Mark Ludwig

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EX-10.14

Exhibit 10.14

CHART INDUSTRIES, INC.

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into effective as of February 26, 2004, by and between Chart Industries, Inc., a Delaware corporation (the “Company”), and Samuel F. Thomas (“Thomas”).

1. AUTHORIZATION OF SALE OF THE COMMON STOCK

Subject to the terms and conditions of this Agreement, the Company has authorized the sale of 28,797 shares of its common stock, par value $0.01 (the “Common Stock”).

2. AGREEMENT TO SELL AND PURCHASE THE COMMON STOCK

2.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, Thomas agrees to purchase, and the Company agrees to sell and issue to Thomas, at the Closing (as defined below) the Common Stock.

2.2 Purchase Price

The purchase price for each share of Common Stock shall be $13.89 and the aggregate purchase price of the Common Stock shall be $399,990.33 (the “Purchase Price”).

3. DELIVERY OF THE COMMON STOCK AT THE CLOSING

(a) The completion of the purchase and sale of the Common Stock (the “Closing”) shall occur at the offices of Calfee, Halter & Griswold LLP, counsel to the Company, at 1400 McDonald Investment Center, 800 Superior Avenue, Cleveland, Ohio at 10:00 a.m. local time on the date hereof (the “Closing Date”).

(b) At the Closing, the Company shall authorize its transfer agent (the “Transfer Agent”) to issue to Thomas one or more stock certificates (the “Certificates”) registered in the name of Thomas representing the Common Stock and bearing an appropriate legend referring to the fact that the Common Stock was sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 under the Securities Act. The Company will deliver the Certificates against delivery of the Purchase Price by Thomas by means of wire transfer of immediately available funds to an account designated by the Company.

(c) The Company’s obligation to complete the purchase and sale of the Common Stock shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of same-day funds in the full amount of the Purchase Price; and (ii) the accuracy in all material respects of the representations and warranties made by Thomas.

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(d) Thomas’ obligations to accept delivery of the Certificates and to pay the Purchase Price shall be subject to the condition, which may be waived by Thomas, that the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company hereby represents and warrants to Thomas as follows:

4.1 Organization and Qualification

The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a material adverse effect on the results of operations and financial condition of the Company.

4.2 Issuance, Sale and Delivery of the Common Stock

(a) The Common Stock has been duly authorized for issuance and sale to Thomas pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement and receipt of the Purchase Price, will be validly issued and fully paid and nonassessable and free and clear of all pledges, liens and encumbrances, other than imposed by law or under this Agreement. The certificates evidencing the Common Stock are in due and proper form under Delaware law.

(b) The issuance of the Common Stock is not subject to preemptive or other similar rights. Except for approval already obtained, no approval of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Common Stock to be sold by the Company as contemplated in this Agreement.

(c) Subject to the accuracy of Thomas’ representations and warranties in Section 5 of this Agreement, the offer, sale, and issuance of the Common Stock in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act.

4.3 No Defaults

The Company is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained

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in any material contract, indenture, mortgage, loan agreement, note, lease, voting agreement, or other material instrument or agreement to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company is subject, except for any such defaults that would not, singly or in the aggregate, have a material adverse effect on the results of operations and financial condition of the Company. The Company is not in default with respect to any judgment, order or decree of any court or governmental agency or instrumentality which, singly or in the aggregate, would have a material adverse effect on the assets, properties or business of the Company.

4.4 Due Execution, Delivery and Performance

(a) This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement and the fulfillment of the terms of this Agreement, including the sale, issuance and delivery of the Common Stock, (i) have been duly authorized by all necessary corporate action on the part of the Company, its directors and stockholders, and (ii) will not result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any violation of applicable law that would have a material adverse effect on the results of the operations and financial condition of the Company.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THOMAS

5.1 Securities Law Representations and Warranties

Thomas represents, warrants and covenants to the Company as follows:

(a) Thomas acknowledges that he has had the opportunity to ask questions of and receive answers from, and to obtain additional information from, the Company or its representatives concerning the Company and its present and proposed business, results of operations and financial condition, and has had all such questions answered to his satisfaction and has been supplied with all additional information requested.

(b) Thomas has such knowledge and experience in business and financial matters that he is capable of evaluating the merits and risks of investing in the Common Stock. Thomas has sufficient liquid assets or other sources of income to provide for his current needs and contingencies with no need for liquidity of the investment in the Common Stock and has the ability to suffer a complete loss of the investment in the Common Stock. Thomas is familiar with the type of investment which the Common Stock constitutes and has reviewed the investment in the Common Stock with his own tax and legal advisors and investment representatives to the extent deemed advisable.

(c) Thomas understands that (i) the Common Stock has not been registered under the Securities Act, or any state securities or “blue sky” laws (the “State Acts”) and is being issued and sold in reliance upon certain of the exemptions contained in the Securities Act and the State Acts, and the representations and warranties contained herein are essential to the claim of

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exemption by the Company under the Securities Act and the State Acts, (ii) the shares of Common Stock are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act, (iii) the Common Stock cannot be sold or transferred without registration under the Securities Act and any applicable State Acts, unless the holder establishes to the satisfaction of the Company that such registration is not necessary, (iv) any Certificates which may be issued to evidence the Common Stock shall bear the following legends, in addition to the legend required by Section 8 and any other legend required by law or otherwise:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES HAS BECOME EFFECTIVE OR UNLESS THE STOCKHOLDER ESTABLISHES TO THE SATISFACTION OF THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

(v) only the Company can register the Common Stock under the Securities Act and any of the State Acts, (vi) the Company has not made any representations to Thomas that the Company will register the Common Stock under the Securities Act or any of the State Acts, or with respect to compliance with any exemption therefrom, (vii) there are stringent conditions for obtaining an exemption for the resale of the Common Stock under the Securities Act and any State Acts, and (viii) the Company may from time to time make stop transfer notations in its transfer records to ensure compliance with the Securities Act and any State Acts.

(d) Thomas represents and warrants that (i) he is acquiring the Common Stock for his own account and not on behalf of any other person, (ii) he is acquiring the Common Stock for investment and not with a view to or for sale in connection with any distribution of the Common Stock or with the intent to divide his participation with others or resell or otherwise participate in a distribution of the Common Stock, directly or indirectly, and (iii) neither he nor anyone acting on his behalf has paid or will pay any commission or other remuneration to any person in connection with the acquisition of the Common Stock.

(e) Thomas is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

(f) Thomas is not a party to any agreement that is inconsistent with, conflicts with or violates any provision of this Agreement.

5.2 Resales of Common Stock

Thomas hereby covenants with the Company not to make any sale of the Common Stock (i) without registration under the Securities Act and the applicable State Acts, unless it is established to the satisfaction of the Company that such registration is not necessary, (ii) without compliance with the provisions of Sections 6 and 7 or (iii) without compliance with any restrictions imposed by the Securities Act or any applicable State Acts. In addition, no holder of

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Stockholder Shares shall, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer (as defined below) any Stockholder Shares during the seven (7) days prior to and the 180-day period beginning on the effective date of the Company’s initial primary Public Offering (i.e., the initial Public Offering for the Company’s own account) consummated after the date hereof, any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration), unless the underwriters managing such registered Public Offering otherwise agree in writing.

5.3 Due Execution, Delivery and Performance

(a) This Agreement has been duly executed and delivered by Thomas and constitutes a valid and binding obligation of Thomas, enforceable against Thomas in accordance with its terms.

(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement and the fulfillment of the terms of this Agreement have been duly authorized by all necessary action and will not result in any violation of any statute, law, rule, regulation, ordinance, decision, directive or order applicable to Thomas.

6. RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES

6.1 RESTRICTIONS ON TRANSFER

No holder of Stockholder Shares may sell, transfer, assign, pledge or otherwise directly or indirectly dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a “Transfer”) any Stockholder Shares or interest therein, except (i) any Transfer by a Transferring Stockholder (as defined below) pursuant to and in accordance with both Section 5.2 and Section 6.2, or (ii) any Exempt Transfer (as defined below) of Stockholder Shares pursuant to and in accordance with Section 6.3.

6.2 FIRST OFFER RIGHTS

(a) Prior to any Transfer of Stockholder Shares by a holder thereof (other than any Exempt Transfer by a holder of Stockholder Shares pursuant to and in accordance with Section 6.3) (a “Transferring Stockholder”), such Transferring Stockholder shall deliver a written notice (an “Offer Notice”) to each holder of Controlling Stockholder Shares (each an “Eligible Purchaser” and, collectively, the “Eligible Purchaser(s)”) and to the Company. The Offer Notice shall disclose in reasonable detail the proposed aggregate number of each class of Stockholder Shares to be transferred (the “Transfer Shares”), the proposed material terms and conditions of the Transfer, including the proposed price per share for each class of Transfer Shares (which shall be payable in cash upon consummation of such Transfer or in installments of cash over time), and, to the extent known, the identity of the prospective transferee(s) (and, if any such transferee is an entity, the beneficial owners thereof). Such Transfer shall not be consummated prior to the date on which the parties to such Transfer have been finally determined in accordance with this Section 6.2.

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(b) Each Eligible Purchaser may elect to purchase all or any portion of the Transfer Shares (provided that, if more than one class or series of Stockholder Shares is included in the Transfer Shares, then an Eligible Purchaser may only elect to purchase shares of each class and series included in the Transfer Shares and in the same relative proportions as those in which such classes and series of Transfer Shares are so offered) at the same price per share and on the same terms specified in the Offer Notice by delivering, as soon as practicable but in any event within five (5) business days after delivery of the Offer Notice to the Eligible Purchaser(s) (the “ROFO Election Period”), a written notice of such election to the Company, the Transferring Stockholder and the other Eligible Purchaser(s), if any, stating the number of shares held by such Eligible Purchaser of each class included in the Transfer Shares and the percentage of Transfer Shares which such Eligible Purchaser proposes to purchase (each such Eligible Purchaser who so elects to purchase any Transfer Shares is referred to herein as an “Electing Purchaser”). If more than one Eligible Purchaser elects to purchase Transfer Shares and the Eligible Purchaser(s) elect to purchase collectively more than the aggregate number of Transfer Shares, then each class of Transfer Shares shall first be allocated to each Electing Purchaser in an amount equal to the lesser of (a) the maximum amount of Transfer Shares of such class specified by each such Electing Purchaser in its written notice to the Company and (b) each such Electing Purchaser’s pro rata share of such class of Transfer Shares based on the number of Controlling Stockholder Shares of such class owned on a Fully Diluted Basis by each Electing Purchaser (provided that if the Transfer Shares include any shares of the Company’s common stock or other securities convertible into or exercisable or exchangeable for shares of such common stock, then each class of such Transfer Shares shall be allocated to the Electing Purchasers pro rata based on the number of shares of such common stock which are Controlling Stockholder Shares and owned by each such Electing Purchaser on a Fully Diluted Basis). If after such allocation any Transfer Shares remain unallocated, then such allocation procedure shall be repeated for such remaining Transfer Shares (but only with respect to each Electing Purchaser who has not previously been allocated the maximum amount of Transfer Shares of such class specified in such Electing Purchaser’s written notice to the Company) until either all Transfer Shares of such class elected to be purchased by the Electing Purchaser(s) have been so allocated or no Transfer Shares remain available for purchase by the Electing Purchaser(s).

(c) If the Electing Purchaser(s) have collectively elected to purchase pursuant to this Section 6.2 all (but not less than all) of the Transfer Shares, then such Transfer(s) to the Electing Purchaser(s) shall be consummated as soon as practical, but in any event within ten (10) days, after expiration of the ROFO Election Period. Except to the extent the Required Controlling Holder(s) direct otherwise by prior written notice to the Company, an Electing Purchaser may designate one or more Affiliates of such Electing Purchaser to purchase from the Transferring Stockholder all or any portion of the Transfer Shares that such Electing Purchaser elected to purchase; provided that, if such Affiliate is not already a party to that Investor Rights Agreement, dated as of September 15, 2003, among the Company and the Stockholder parties thereto (the “Investor Rights Agreement”), then as a condition to such purchase, such Affiliate shall agree, by signing a Joinder Agreement, to become a party to and bound by the Investor Rights Agreement as an Additional Stockholder thereunder. All amounts payable by an Electing Purchaser (or designee thereof) pursuant to this Section 6.2 shall be paid in cash at the closing of such purchase or, to the extent provided in the Offer Notice, in installments of cash over time.

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(d) If the Electing Purchaser(s) do not collectively elect to purchase all of the Transfer Shares, the Transferring Stockholder may Transfer all (but not less than all) of the Transfer Shares to one or more third parties for a per share cash purchase price no less than the price specified in, and on other terms no more favorable to such third parties than those set forth in, such Offer Notice; provided, that such Transfer(s) by the Transferring Stockholder may be made only within the 90-day period immediately following the expiration of the ROFO Election Period. In the event the Transfer Shares are not Transferred in accordance with the immediately preceding sentence, the Transfer Shares shall be subject to the provisions of this Section 6 in connection with any subsequent Transfer or proposed Transfer of such Transfer Shares by the Transferring Stockholder.

6.3 EXEMPT TRANSFERS

The restrictions set forth in this Section 6 shall not apply to any of the following Transfers:

(a) subject to the final paragraph of this Section 6.3, (a) a Transfer of Stockholder Shares pursuant to the applicable laws of descent and distribution or (b) a Transfer of Stockholder Shares among the transferor’s Family Group (as such term is defined in the Investor Rights Agreement and assuming for such purpose that the transferor were a “Stockholder” under such agreement); and

(b) any Transfer of Stockholder Shares in connection with an Approved Sale.

A transferee of Stockholder Shares pursuant to a Transfer described in clause (a) above is sometimes referred to herein as a “Permitted Transferee.” Not less than five (5) business days prior to any Transfer of Stockholder Shares pursuant to the foregoing clauses (a), the transferor shall deliver a written notice to the Company, which notice shall disclose in reasonable detail the nature of the proposed Transfer and the identity of the proposed transferee(s). Notwithstanding the foregoing, the restrictions contained in this Agreement shall continue to be applicable to the Stockholder Shares following any Transfer to a Permitted Transferee, and no Transfer to a Permitted Transferee may be consummated unless prior thereto the transferor thereof shall have complied with Section 7 below. In addition, and notwithstanding the foregoing, no holder of Stockholder Shares may avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such Person’s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be void and otherwise subject to Section 7 below. Any Transfer permitted pursuant to this Section 6.3 is referred to in this Agreement as an “Exempt Transfer.”

6.4 TERMINATION

The restrictions on the Transfer of Stockholder Shares set forth in Section 6 shall continue with respect to each Stockholder Share until the earliest to occur of (i) the date on which such Stockholder Share has been transferred in a Public Sale, (ii) the consummation of an Approved Sale or (iii) the consummation of a Qualified Public Offering.

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6.5 MODIFICATION

In the event that the Transferring Shareholder is or becomes a holder of Controlling Stockholder Shares under the Investor Rights Agreement, then this Section 6 shall not apply to any Transfer of Stockholder Shares by such Transferring Stockholder and any such Transfer instead shall be governed by Section 2 and other applicable provisions of the Investor Rights Agreement.

6.6 NOTICES UNDER SECTION 6

Any notice required or permitted to be given under Section 6 of this Agreement shall be given in accordance with the notice provisions of the Investor Rights Agreement using the addresses of the Company and the holder of Stockholder Shares provided on the signature page of this Agreement or in any Successor Agreement and the addresses of the holders of Controlling Stockholder Shares provided in or under the provisions of the Investor Rights Agreement.

6.7 CERTAIN DEFINITIONS

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

“Public Sale” shall mean any sale of Stockholder Shares (i) to the public pursuant to an offering registered under the Securities Act, (ii) to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act or (ii) to the public through a broker, dealer or market maker for which registration under the Securities Act is not required under Section 1145 of Title 11 of the United States Code.

“Stockholder Shares” shall mean (i) the Common Stock, and (ii) any capital stock or other equity securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of stock dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Stockholder Shares, such shares shall cease to be Stockholder Shares when they have been sold in a Public Sale.

“Successor Agreement” shall mean an agreement in the form attached hereto as Exhibit A under which any prospective transferee of Stockholder Shares agrees to be bound by the obligations imposed hereunder on a holder of Stockholder Shares.

7. TRANSFER

Prior to consummating, or committing to consummate, any Transfer of Stockholder Shares (other than pursuant to a Public Sale or an Approved Sale) to any Person (including any Permitted Transferee), the transferor of such Stockholder Shares shall cause each prospective transferee thereof to execute and deliver to the Company and to the Required Controlling Holder(s) a Successor Agreement. Any Transfer or attempted Transfer of any Stockholder Shares in violation of the foregoing or any other provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.

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8. LEGEND

Each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the transfer of any Stockholder Shares (if such shares remain Stockholder Shares as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS PURSUANT TO A STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 26, 2004, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE HOLDER OF SUCH SECURITIES. A COPY OF SUCH STOCK PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY’S CHIEF FINANCIAL OFFICER.”

The legend set forth above shall be promptly removed from the certificates evidencing any Stockholder Shares for which the restrictions contained in Section 6 have terminated in accordance with Section 6.4 hereof.

9. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS

Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and Thomas in this Agreement and in the certificates for the Common Stock delivered pursuant to this Agreement shall survive the execution of this Agreement, the delivery to Thomas of the Common Stock being purchased and the payment therefor.

10. NOTICES

Except as set forth in Section 6, all notices, requests, consents and other communications under this Agreement shall be in writing, shall be mailed by first-class registered or certified airmail, confirmed facsimile, nationally recognized overnight express courier postage prepaid or delivered by hand, and shall be delivered to the address of the Company or Thomas as set forth on the signature page to this Agreement, or at such other address or addresses as the Company or Thomas may furnish to the other in writing.

Such notice shall be deemed effectively given upon confirmation of receipt by facsimile or hand delivery, one business day after deposit with such overnight courier or three days after deposit of such registered or certified airmail with the U.S. Postal Service, as applicable.

11. MODIFICATION; AMENDMENT

This Agreement may not be modified or amended except pursuant to an instrument in writing signed by an officer of the Company authorized to sign such instrument by the Company’s Board of Directors and Thomas.

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12. HEADINGS

The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

13. DEFINITIONS

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Investor Rights Agreement, as amended from time to time.

14. SEVERABILITY

If any provision contained in this Agreement should be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby.

15. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed entirely within such state.

16. THIRD PARTY BENEFICIARIES

The holders of Controlling Stockholder Shares are intended third party beneficiaries of this Agreement and shall have full rights to enforce the provisions of this Agreement against Thomas, the Company and any holder of Stockholder Shares.

17. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party to this Agreement and delivered to the other parties.

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

THE COMPANY:

CHART INDUSTRIES, INC.

By  /s/    MICHAEL F. BIEHL

Name: Michael F. Biehl

Its: Chief Financial Officer

Address:

5885 Landerbrook Drive, Suite 205

Cleveland, Ohio 44124

Facsimile:        (440) 753-1491

THOMAS:

/s/    SAMUEL F. THOMAS

Samuel F. Thomas

Address:

115 Gill Road

Haddonfield, New Jersey 08033

Facsimile:        Not Applicable

STOCK PURCHASE AGREEMENT

SIGNATURE PAGE

EXHIBIT A

FORM OF TRANSFER NOTICE AND SUCCESSOR AGREEMENT

This notice is being delivered to Chart Industries, Inc., a Delaware corporation (the “Company”), pursuant to Section 7 of that certain Stock Purchase Agreement, dated as of February 26, 2004 (as amended from time to time, the “Stock Purchase Agreement”), by and between the Company and Samuel F. Thomas. Capitalized terms used herein shall have the meanings assigned to such terms in the Stock Purchase Agreement.

The undersigned hereby notifies the Company that [name of transferor] has transferred to the undersigned              shares of Common Stock that are Stockholder Shares. In connection with such transfer, the undersigned hereby becomes a party to the Stock Purchase Agreement and agrees to be bound by Sections 6, 7 and 8 of the Stock Purchase Agreement and such other provisions of the Stock Purchase Agreement imposing obligations on a holder of Stockholder Shares.

Any notice provided for in the Investor Rights Agreement should be delivered to the undersigned at the address set forth below:

_________________________

_________________________

_________________________

Facsimile:                                         

Attention:                                         

Dated:                          

[Transferee]

EX-10.18

Exhibit 10.18

IAM

AGREEMENT

2004 - 2007

ARTICLE I - RECOGNITION

1 Chart Heat Exchangers (hereinafter referred to as the “Company”) recognizes Local Lodge 2191 of District Lodge 66 of The International Association of Machinists and Aerospace Workers, AFL-CIO (hereinafter referred to as the “Union”) as the sole and exclusive bargaining agent for its employees at its La Crosse, Wisconsin manufacturing facility for the purpose of collective bargaining with respect to the wages, hours and working conditions of said employees.

2 As used in this Agreement, the terms “employee” and “employees” shall include all production and maintenance employees, including all craters, receiving clerks and tool room employees, but shall exclude all administrative employees, factory office clerical employees, engineers and technical employees, standards and factory cost department employees, professional employees, guards, safety inspectors, nurses, student trainees and all supervisory employees as defined in the Labor Management Relations Act.

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3 Employees in the above excluded jobs are not covered by this Agreement; but if employees currently in such jobs subsequently take other jobs within the coverage of this Agreement, then such employees shall be eligible to membership in the Union upon such notification to them by the Company.

4 This Agreement shall be binding on any and all successors and assigns, who by purchase, lease, transfer of stock or merger, acquire control of the Company’s manufacturing facility in La Crosse, Wisconsin.

ARTICLE II - UNION SECURITY

5 Employees eligible for Union membership as defined in this Agreement shall be required at the expiration of their probationary period to become and remain members of the Union in good standing with respect to the payment of uniformly levied initiation fee and periodic dues as a condition of employment.

ARTICLE III – NON-DISCRIMINATION

6 The Company or the Union shall not discriminate against employees because of color, race, sex, religious affiliation, nationality, age, 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.

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ARTICLE IV—HOURS

Regular Work Day and Week

7 Eight (8) hours shall constitute a regular day’s work and not more than forty (40) hours shall constitute a regular week’s work. The regular workweek will begin at 11:00 p.m. on Sunday and will end on Friday.

Shift Hours

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

3rd Shift 11:00 P.M. to   7:00 A.M.

1st Shift   7:00 A.M. to   3:00 P.M.

2nd Shift  3:00 P.M. to  11:00 P.M.

Third shift weekly start will be 11:00 P.M., Sunday.

9 Regular Lunch Periods.

1st Shift 12:00 Noon

2nd Shift  8:00 P.M.

3rd Shift   4:00 A.M.

10 Employees shall also be provided during their shift one (1) rest period not to exceed ten (10) minutes in accordance with operational requirements. Normally, the break times will be as specified below:

1^st shift: 9:30 am to  9:40 am

2^nd shift: 5:30 pm to 5:40 pm

3^rd shift: 1:30 am to  1:40 am

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11 The consumption of food items and visits to the lunch room shall be limited to designated lunch and break periods and will not be permitted during other work hours. Beverages will be allowed at the workstations.

12 All employees are assigned to a three-shift basis and will have a paid 15-minute lunch period starting at one of the times listed above in this paragraph.

ARTICLE V - OVERTIME

General

13 Union members will cooperate in working of necessary overtime; however, an employee shall have the right to refuse to perform overtime work where the Company is able to secure someone else who is experienced to perform the work.

14 An employee shall have the right to refuse to accept overtime work whenever they have a reasonable excuse or where the length of time is so excessive so as to endanger their health.

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15 It shall be the policy of the Company to ask for overtime before 12 o’clock for the day shift - 9 o’clock for the second shift and the day before for the third shift for daily overtime. In no event shall a first or second shift employee be required to work Saturday when notification is given later than the end of the employee’s Thursday shift nor where the Saturday shift is more than five (5) hours. For first and second shift employees, the Company will schedule consecutive 5-hour shifts on Saturday and/or Sunday except production needs require another schedule. When two shifts are being scheduled, the first and second shifts will be scheduled for the same number of hours. Third shift employees will not be required to work Saturday when notification is given later than the end of the employee’s Thursday shift. The normal Saturday or Sunday shift for third shift employees is eight (8) consecutive hours. 3rd shift will have the right to work five (5) hours starting on their regular Saturday and Sunday shift. If a change in schedule is necessary, the Shop Committee will be notified and given the reason for such deviation - this will be done before the deviation whenever possible. 1st and 2nd shifts will have the right to work five (5) hours starting on their regular Saturday and Sunday shift, since the regular shift on weekends is five (5) hours.

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Overtime Premium

16 All hours worked in excess of eight (8) in a work day will be paid at one and one-half (1 ¹/2) times the regular straight time hourly rate.

17 When an employee works hours prior to or after their normal shift they will be paid overtime at time and one-half. The exception to this is when an employee requests earlier starting and stopping time and the Management agrees, then the Company is not obligated to pay overtime hours before or after their regularly scheduled shift.

18 The Management has agreed to pay double time for all overtime hours worked which exceed sixteen (16) hours in any one week with the understanding with the Shop Committee that the Management has a right to replace the employee that is working and has put in sixteen (16) hours overtime. The Management will make the transfers in such cases. The Management will replace the employee with an employee from within the department as follows:

a. With an employee from the same department and shift.

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b. If possible with an employee from the same department on another shift.

c. Where employees for replacement are not available within the department, employees capable of performing the work will be transferred in from other Departments.

19 Hours worked on a day observed, as a holiday under this Agreement will be included in such sixteen (16) hours under this paragraph.

Saturday and Holiday Pay

20 All Saturday work shall be paid for at the rate of one and one-half (1 ¹/2) times the hourly rate including third shift Saturday work which starts at 11:00 p.m. on Friday. All work done on Sunday and legal holidays shall be paid for at the rate of double time except where a regular third shift starts on a Sunday or a holiday and then the regular working hours shall be compensated at the applicable regular rate.

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Overtime Charging

21 An employee’s overtime record shall be credited with overtime when they are asked whether they work or not. If the department works overtime, an absent employee’s overtime record shall be charged with any overtime for which they would have been eligible had they not been absent, including an employee on vacation or sick leave.

22 An employee on a day-at-a-time vacation when overtime is scheduled but who returns before the overtime is worked shall be asked for that overtime if such employee is eligible and qualified. If such employee replaces another employee, the employee being replaced is not charged for that overtime. An employee’s absence on Thursday will not jeopardize that employee’s rights to weekend overtime if they return to work on Friday. However, it will be the employee’s responsibility to communicate with management no later than the start of the lunch period of their Friday shift to determine if weekend overtime is available.

23 Where the applicable rate of pay is time and one-half, the employee will be charged with one and one-half hours overtime for each overtime hour.

24 Where the applicable rate of pay is double time, the employee will be charged with two hours overtime for each overtime hour.

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25 An employee asked to work overtime after the deadlines defined in Paragraph 15, where the overtime is in a department or shift other than their own, will not be charged with such overtime refused but will be charged if they work such overtime.

26 An employee, who is asked to work additional overtime while working a weekend overtime shift, will not be charged for such additional overtime if refused, but will be charged if they work such additional overtime.

27 Telephone offers of overtime where management reaches the employee are charged whether or not the overtime is worked. Where a message is left with someone other than the employee, and the employee fails to work, the overtime will not be charged. All work, or refusal of work, on a day observed as a holiday under this Agreement is charged.

28 An employee who accepts an overtime assignment but fails to report for and work such assignment without being excused by management will be recorded with an unexcused absence.

29 No employee will be subject to an unexcused absence being recorded for an overtime assignment missed due to hospitalization of the employee or death or hospitalization of a member of the employee’s immediate family.

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30 When an employee is transferred to a different Department, they will get the average overtime for that Department. When they are transferred back to their Home Department, they will receive the overtime average of their Home Department.

Overtime Distribution

31 The supervisor will keep daily records of all overtime worked by the employees. In order that the overtime within the various departments is distributed as evenly as possible, those with the least amount of overtime shall be asked to work first among those qualified to do the work. It is recognized that an employee may be qualified to do the overtime work without holding the applicable job classification. If an employee is eligible for overtime but declines the hours that are offered, the overtime may be offered to the next qualified employee. The supervisor’s copy of the overtime record will be posted at the supervisor’s desk and kept as current as possible. The names and work centers, where applicable, of

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those scheduled for weekend overtime work in the department and shift will be displayed in the department area by the supervisor prior to the overtime work to permit checking by employees so they may determine before the overtime is worked if any errors in selection have been made. This information is to be used by employees to point out any overtime assignment errors to the supervisor before the overtime is worked, wherever possible. When an entire shift in a department is scheduled for weekend work, a notice displayed to that effect need not include names and work centers.

32 The Company will continue its practice of distributing overtime as equally as possible on the shift in a department.

33 It is further agreed that the Company will maintain as close a balance of overtime hours among the shifts within a department as production necessities and individual skills allow.

Overtime Entitlement on Transfer or Probation

34 A transferred employee shall have to work five (5) days before they are entitled to overtime. However, they may work if all other people in the Department have been asked.

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35 Probationary employees will not be asked to work until all employees with seniority working in the department and on the shift, including transferred employees, have been asked to work; except that when all employees in the department on all shifts who are qualified for the work involved have been asked to work and more employees are needed, qualified probationary employees may be asked.

ARTICLE VI - HOLIDAYS

Paid Holidays

36 All employees on the seniority list shall receive eight (8) hours pay at their regular straight time hourly rate inclusive of shift premiums for the following holidays: New Year’s Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, day after Thanksgiving Day, December twenty-fourth, Christmas Day and December thirty-first, providing the employee has worked a major part of their last scheduled work day before and the major part of their first scheduled work day after the holiday, providing such days are in the same work week as the holiday; except where this work requirement is specifically waived by the Company for reasons of personal urgency.

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37 When December twenty-fourth and December thirty-first fall on Saturday or Sunday, the holidays will be observed on the preceding Friday. When any other holiday listed above falls on Saturday, it will be observed on the preceding Friday.

On Layoff and Sick or Military Leave

38 Employees who have been laid off in a reduction of force during the workweek prior to or during the week in which the holiday falls shall receive pay for such holiday.

39 In the event one of the paid holidays falls during an employee’s vacation, they have the option of substituting the day(s) before or the day(s) after their vacation for said holiday(s).

40 Employees who go on sick leave during the workweek prior to or during the week in which the holiday falls shall receive pay for such holiday.

41 Employees who go on military leave during the first or second workweek prior to or during the week in which the holiday falls shall receive pay for such holiday.

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ARTICLE VII - OTHER PAY PROVISIONS

Call Back Pay

42 Any employee called back for work outside their regularly scheduled hours shall receive not less than three (3) hours pay at their applicable rate.

Reporting Pay

43 When an employee reports for work and no work is available, they shall be paid up to four (4) hours at their regular straight time rate for the time lost during the first half of their shift unless they were notified in advance of the starting time of their shift not to report for work. However, if stoppage of work is due to fire, lightning, failure of power lines or other causes beyond the Company’s control no payment for lost time shall be made.

44 An employee shall be notified not to report for work by either, the supervisor of their department, the Human Resources Department or other supervisory personnel, provided the employee has furnished the correct phone number to the Company. If the correct phone number is not provided and the employee cannot be contacted, no reporting pay will be paid.

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Time Lost Due to Injury

45 If it has been established that an injury to an employee has arisen out of and in the course of their employment with the Company, and the employee is instructed by the Company to receive outside treatment for the injury during the current shift, they will be paid for time necessary to obtain such treatment. If follow-up outside treatment is required which cannot be scheduled outside the employee’s regular working hours, the employee will be paid up to three (3) hours at their regular straight time hourly rate for time lost from their regular working hours for any such follow-up visits.

46 In the event an employee is instructed by the Company to receive subsequent outside treatment during their regular shift because of their inability to continue work due to the original injury, they will be paid for time necessary to obtain such treatment.

47 In any case in which an employee believes outside treatment for the injury is necessary during their regular working hours even though the Company has refused to instruct them to receive such outside treatment, the employee may at their option leave work to receive outside treatment.

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Should it be determined that the treatment was necessary in order the employee continue work or if it is determined that they are unable to continue work, the employee will be paid for the time lost from their regular working hours in accordance with Paragraphs 45, 46, and 48.

48 If the employee loses time and the attending physician determines they are physically unable to work the balance of the shift on which they received outside treatment due to the severity of the injury, they shall be paid for the balance of that regular shift, but not to exceed eight (8) regular hours, upon furnishing proof of the physician’s determination. If an employee is injured while working in the plant and such injury arises out of and in the course of their employment, and the injury is of such nature as to prevent the employee’s return to work for an initial period of three (3) or more consecutive calendar days excluding Sunday or paid holiday or vacation following the day of injury, then the Company will pay such employee a sum equal to the current sickness and accident daily benefit rate for each of such three (3) days; provided however, that such payment shall not be made if the Workmen’s Compensation carrier of the Company is required to pay the employee Workmen’s Compensation for the three (3) day period following the day of injury.

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49 Under the following circumstances the Company will pay for up to two and one-half (2 ¹/2) hours for working time lost by an employee on Monday:

a. An employee is injured at work on a Saturday and obtains outside treatment.

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b. An injured employee is instructed by their doctor to report for medical evaluation on the following Monday morning before going to work.

c. The employee notifies their supervisor in advance that they won’t be in on time.

d. The employee reports for work on the Monday involved before 9:30 a.m.

Bereavement

50 An employee with seniority, 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, 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 with seniority, who is working at the time, will be granted one (1) regular workday off with pay to attend the funeral of a grandparent or grandchild of the employee.

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Jury Duty

51 An employee with seniority shall be excused from work on a work day on which they are called to perform jury service in a court of record, provided they give prior notice to the Company.

52 An employee with seniority who is excused from work for jury service and who furnishes the Company with a statement from the court with regard to jury pay received and time spent on jury service will be reimbursed by the Company as follows:

a. All employees will receive eight (8) hours pay at their regular straight time rate including all applicable premium pay less the amount received as jury pay for each day they are called to serve as a juror.

b. A day of jury duty is defined as any day for which the employee is required to appear regardless of having served, certified by written statement from the court.

c. Hourly rate of pay shall be limited to Sixty (60)workdays annually commending with the first day of jury service paid.

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ARTICLE VIII - SENIORITY

53 It shall be the policy of the Company to recognize seniority. To accomplish this, there shall be one seniority list covering all employees in all production departments. Where two or more employees gain seniority on the same day, their relative seniority shall be determined by last name alphabetical sequence with, for example, an employee whose last name begins with “A” being regarded as senior to one whose last name begins with “B”. Last name changes due to marriage, etc., which occur after the day on which an employee gains seniority, shall not affect seniority.

54 In the event that, before June 1, 1988, a person who, as of the effective date of this agreement, is an employee of the Trane Company temporarily assigned to ALBRAZE International (Chart Heat Exchangers) the ALBRAZE (Chart) seniority date of said person will be January 5, 1986. Notwithstanding the provisions of Paragraph 39, above, the relative seniority of employees whose ALBRAZE (Chart) seniority date is January 5, 1986 shall be determined by the amount of Trane Company seniority which they possessed as of the effective date of this Agreement.

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Probationary Period

55 An employee shall have no seniority rights until the completion of their probationary period. The probationary period shall consist of sixty (60) actual days worked. This calculation does not include overtime outside the normal schedule. The date given the employee for their seniority standing will be the day following the end of their probationary period.

56 An employee shall lose their seniority rights for the following reasons:

a. If they voluntarily terminate their employment with the Company.

b. If they have been discharged for just cause.

c. After being laid off, if an employee fails to report for work within five (5) days after being notified through the Company Human Resources department. Notification to return to work will be confirmed by certified letter to the employee. However, no employee shall lose their seniority rights if their failure to report is the result of sickness or causes beyond their control, in which case the employee shall furnish written proof as to that fact.

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d. If for any reason an employee has had twenty-four (24) consecutive months of unemployment with the Company or a period equal to one-half ( ¹/2) of their seniority, whichever is greater.

Layoff

57 When it becomes necessary to reduce the working forces, the last employee on the plant seniority list shall be the first employee laid off, etc., and the last employee laid off shall be the first employee recalled, etc., except as hereinafter provided. Before any layoffs or recalls of any employees occur, a list of employees to be laid off or recalled will be presented to the Shop Committee as to the employees laid off or recalled and the effect on seniority; but this shall not in any way interfere with the right of the Company to reduce its force.

Voluntary Layoff

58        a. Senior employees not affected by the layoff will be allowed to volunteer to replace the most senior people on the layoff list. Employees volunteering for layoff status are required to accept the layoff for two (2) months unless the employees involved are recalled before that time.

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b. An employee opting for and receiving voluntary status may exercise this option one (1) time per calendar year.

c. This voluntary layoff procedure will be administered through one (1) list per layoff date. When an employee on a two (2) month voluntary layoff returns to work, the junior employee will be laid off unless another senior employee has signed the list for the specific layoff or until the list is exhausted.

d. A new list will be used for each successive layoff date and the procedure stated above will apply. The previous list will be cancelled at this time. Employees not receiving voluntary layoff on previous lists will be allowed to sign these new lists to determine the availability and opportunity for voluntary layoff status.

e. The Company retains the right to recall those on a voluntary layoff at any time based on production needs or if the skills of the volunteer are required. The Company also retains the right to deny voluntary layoff if the volunteer’s skill is needed at the time of layoff.

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f. The Company agrees to pay their share of all insurance premiums for any employee on voluntary layoff. Also, the employee agrees to pay their share of all insurance premiums. All other benefit restrictions will apply as for employees on normal layoff. Insurance payments are due the first of the month of applicable coverage.

Exemptions and Deviations From Layoff

59 All welders, electricians, and tool room employees are exempt from the seniority clause as to layoff as long as they are needed on their exempted jobs. It is understood that an exempted employee must have demonstrated the capability to perform the required job. If the Company replaces an employee exempted in one of the above jobs with an older qualified employee, the exempted employee will be laid off.

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60 Deviations from straight plant seniority in addition to those listed above can only be made for justifiable reasons, that is, when an employee’s qualifications are essential on available work and no senior employee not subject to layoff has the necessary qualifications. The Company will specify such exemptions to the Shop Committee sufficiently in advance of the layoff giving the specific reasons for such deviations in each case. The Company will endeavor to find alternate qualified employees not subject to layoff for such exempted employees to replace those so exempted. The Company will not be required to make more than two transfers to replace one employee under this paragraph.

61 The parties may discuss from time to time the problem of deviations from seniority on layoff.

62 If the Union does not agree with certain exemptions, the Company and the Shop Committee shall make every effort to resolve their differences before resorting to the grievance procedure.

Layoff Notice

63 When layoffs, because of lack of work, are in accordance with straight seniority, the employees affected shall be given five (5) working days

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notice before being laid off for a period of two (2) weeks or more. It is further agreed that in case of material shortages resulting from conditions beyond the Company’s control, the five (5) days’ notice provision will be waived. Employees exempted from layoff who are to be laid off because they are no longer needed on the work for which they are exempted may be laid off without notice. However, first and second shift exempted employees will work to the end of the shift in which layoff notice is given. Paragraph 43 will apply to third shift exempt employees who are to be laid off without notice.

One-Day Layoffs

64 Layoffs, due to lack of work or material shortages, will be made by seniority in a department, provided such a layoff does not exceed eight (8) hours in any one week. For any layoff in excess of eight (8) hours in any one-week, the procedure set forth in Paragraphs 57-61 will be followed. This paragraph is not intended to be used to establish a regular work week of less than five (5) days for the employees in any department, and shall be applied in such a way that no employee is affected in their department more than six (6) times nor more than three (3) consecutive weeks in a twelve (12) month period. The Union Committee will be notified in advance of any layoff under this paragraph.

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Inventory

65 In the event that production is interrupted due to the taking of inventory, the parties will meet to discuss appropriate work assignments.

ARTICLE IX - TRANSFER

Requests for Transfer

66 All requests for permanent transfers by employees may be granted by the mutual consent of the Shop Committee and Management. The selection of employees shall be based upon the Job Selection Guidelines.

67 When an employee is granted a job or department transfer at their own request they shall have a trial period of up to thirty (30) days. The exception to the foregoing sentence is in cases where an extension of a trial period, due to skills is requested by the Company or the Union, and such extension is agreed to by the Company and the Union. they will receive the rate of the job they are performing while on transfer if they are qualified. If it is decided to make the transfer permanent, the employee will be given a rating for which they are qualified.

a. When such request is made, the Union and the employee and the supervisor will receive a written notification.

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b. In the event that an employee is accepted for training on a job with a labor grade higher than their present job they shall, when they complete the trial period, be paid the time and grade rate of the new job but not less than their time and grade rate on their former job.

c. In a posting requesting multiple employees for the same labor grade and classification, the senior employee will not be paid less than the time and grade rate of the junior employee(s).

Temporary/Forced Transfers

68 Employees will be considered as temporarily transferred until notified of being forced to accept a permanent job or department transfer due to shortage of work, material, manpower, etc. Said employee shall carry their present classification and pay rate for a period not less than six (6) months. Employees will receive the

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rate of the job they are performing while on transfer if they are qualified and if the rate is higher than their current rate. After six (6) months the employee will be given a rating in the new department for which they are qualified.

69 If, up to three (3) months from the employee’s date of forced transfer a position opens up in their home department, the employee will have the option to return to their home department, if they are qualified for the position.

Seniority Principle

70 It shall be the policy of the Company to follow the principle of seniority whenever skill is not a consideration when moving transferred employees out and returning employees to their home department. Employees will be transferred from their home department by inverse seniority regardless of shift assignment provided the remaining employees are qualified to perform the work.

71 When it is necessary to transfer employees and the position to be transferred to is a job of a higher labor grade than in the department, employees are to be transferred by seniority. Senior employees will be

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offered said transfer prior to junior employees being forced to transfer, provided the remaining employees are qualified to perform the work. Transferred employees will be returned to their home department on the basis of seniority whenever skill is not a consideration.

Exception for Union Representatives

72  a. A department steward or a member of the Shop Committee may be transferred or farmed, by inverse seniority, from their home department, but not subject to being replaced on their shift. This provision shall not be construed to give extra seniority to such representative in the event of a layoff, nor to prevent such Union Representative from exercising their seniority.

b. In the event the selection of a safety steward is other than a department steward, the language of paragraph #1 above will apply to said safety stewards.

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Calling Back Transferred Employees

73 When it is established that there is a need for additional personnel for ten (10) working days or more in a Department, with employees out on transfer such employees will be returned to their Home Department to fill the need in accordance with Paragraph 51 unless such need is being met temporarily by an employee with physical limitations who is unable to perform their normal duties. Such needed employees will be returned to their home department as soon as possible but not later than thirty (30) calendar days. Presence of a physically limited employee in a Department will not result in a senior employee on transfer losing their rate or job.

74 Except where production needs reasonably require otherwise, employees shall not be placed in a department where employees are transferred out prior to returning those on transferred back to their home department by seniority.

75 It is recognized that in order to use the work force efficiently and keep people working in so far as possible, the company requires flexibility in farming or transferring employees for a period of time, due to the reduction of work in the Home Department, or their specific skill is needed in another department, or because of the production need of another department. The farming of an employee shall be by inverse seniority by shift, and will not exceed 15 working days.

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Wage Rate Handling

76 When an employee is transferred into a job classification they previously carried, they shall receive the rate for that job retroactively, after accumulating three (3) full days, provided such a rate is higher than they are carrying. If they continue on the job for a period of six (6) months, their short-term rate shall become their new classification.

Notice of Transfer

77 The Company will endeavor to give each employee a Notice to Report Form on the day preceding the transfer or shift change by 12:00 P.M. (noon) on the first shift, 9:00 P.M. on the second shift and 4:45 A.M. on the third shift.

New Technology, Product Transfer or Discontinuance

78 The Company and the Union agree that it is to both their mutual benefit and a sound economic and social goal to utilize the most efficient machines, processes, methods and/or materials. In this way, the Company will be able to compete effectively in the market place and, thereby, provide economically secure jobs for its employees.

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79 When the Company changes technology, transfers a product line or a portion thereof from La Crosse, or discontinues the manufacture of a product line or portion thereof at La Crosse, or merges two or more departments and as a result of such action a department is dissolved or a major portion of the regular employees in such department are no longer needed on their jobs, each employee in the department whose job is abolished because of this action will be subject to the following procedure:

a. Prior to the implementation of any of the above, the Company will meet with the Union to discuss the impact.

b. The Company agrees to train displaced employees within a reasonable period of time (6 months or less) for available positions.

c. Employees in classifications and areas will be handled in a manner consistent with marginal paragraph 67 of the agreement.

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New Department

80 A new department is created when a new product line is originally manufactured in a separate plant area, and such department is assigned a new department number. When a new department is created, the Company and the Union will agree upon a procedure for the distribution of information regarding the department and the minimum requirements therefore. The selection of the employees will be made in accordance with Paragraphs 65 and 87 and the provisions of Paragraph 66 shall also apply.

81 The Job Selection Guidelines will be the determining factor when making the selection.

Upgrading

82        a. The Company will continue to upgrade employees to higher skilled jobs where possible to do so. The fact that an employee is proficient on their current job will not in itself be the cause to prevent their being upgraded to a higher skilled job.

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b. When a successful bidder is selected to report to the posted/notice job they can be held up to thirty (30) days in their current job. If it is necessary to hold the employee beyond the thirty (30) days, the employee will be reimbursed for any monetary loss upon the successful completion of the training/trial period for the new job.

Transfer to Lighter Work and Incapability

83 When a senior employee, who is at the time working, requests a transfer to light work, or the Company determines that such an employee can no longer perform their job due to advanced age, physical incapacity or is incapable of performing their regular job, the Company and the Union will discuss the problem with the intent of:

a. Assigning them to available work which they are able to perform and which needs to be performed, and

b. Paying for such work at the wage rate of the job they would be performing.

84 It is understood that the above does not obligate the Company to make-work for an employee or to assign an employee to work which they cannot perform satisfactorily.

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Leaving or Returning to Bargaining Unit

85 Any member of the bargaining unit who has been promoted or transferred or is promoted or transferred to a position outside the bargaining unit described to a position outside the bargaining unit described in Article I shall maintain the amount of seniority they had at the time of such promotion or transfer and will not continue to accumulate seniority within the bargaining unit.

86 Should such employee request to return to the bargaining unit or should the Company decide to return such employee to the bargaining unit, they will be reinstated with the amount of seniority they maintained at the time of their promotion or transfer. The Company agrees that it will not return employees to the bargaining unit for the purpose of temporarily reducing the staff of non-bargaining unit employees. When such employee returns to the bargaining unit, their job and department assignment will be at the discretion of the Company. The Union will be notified of the job and department assignment five (5) days prior to such assignment wherever possible. However, they will not be placed in a department where their

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assignment would cause the transfer of a regular department employee then working in the department or where there are employees out of such department on transfer, or where there is not a need for them in the department for at least ten (10) working days. Furthermore, upon return to the bargaining unit, such an employee will be assigned a labor grade no higher than the highest they held in the three-year period just prior to their promotion from the bargaining unit.

87 Nothing, however, contained in Paragraph 82 shall be construed as limiting the Company’s right to discharge any employee promoted or transferred from the bargaining unit for cause.

88 Should any employee who has been promoted or transferred from the bargaining unit and then returned to the bargaining unit under the above procedures, be subsequently again promoted or transferred from the bargaining unit, they will lose all seniority status ion the bargaining unit on the date of such promotion or transfer.

89 An initial temporary vacation replacement assignment of up to 3 months outside the bargaining unit will not be counted toward the limitations of this paragraph.

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Transfers Not Covered

90 All transfers not covered elsewhere in this Agreement shall be discussed with the Shop Committee before such transfers are made.

ARTICLE X - SHIFT TRANSFERS

Voluntary Shift Exchange (up to 1 week)

91 Voluntary shift exchanges, which are approved by management, will be permitted between two (2) employees in the same department on a temporary basis (up to 1 week) if such exchange conforms to the Walsh-Healey Act and does not cause overtime payments. No changes in night shift premium will be made for either employee involved in temporary shift exchange under this paragraph.

92 For all voluntary shift exchanges, both employees must report to the department and shift from which they intend to switch for a minimum of one (1) week.

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Voluntary Shift Exchange (more than 1 week)

93 A request for an exchange of shifts - for up to one (1) year by two employees in the same department will be permitted providing:

a. Neither employee puts in more than eight (8) hours in a 24-hour period in making the exchange, to conform with the Walsh-Healey Act.

b. Neither of the employees making the exchange may do so more than three (3) times within a year.

c. The qualifications and experience of both employees are relatively equal.

94 Relatively equal is defined as:

a. Two (2) employees who can perform similar job(s).

b. An employee that is not from the department must be approved by the cell leader(engineer) and department supervisor affected to determine what job(s) they can perform or have working knowledge of before any trade with a Home Department employee.

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c. Such request must be in writing to the Company, signed by the employees involved, specifying the duration of the voluntary shift exchange, with a copy to the Union.

d. With respect to this paragraph, all other provisions of this Agreement shall apply.

e. For all voluntary shift exchanges, both employees must report to the department and shift from which they intend to switch for a minimum of one (1) week.

Shift Preference

95 An employee upon attaining seniority may replace a junior employee in the same skill on a different shift in the same department subject to the following:

a. When an employee gains seniority they can be replaced by a senior employee.

b. Where the senior employee is replacing an employee in the same or a lower rated labor grade, the Company will in all instances where possible train a replacement within three (3) months for the senior employee so that they will be able to exercise their shift transfer. The training period will start within a one (1) week period after the employee’s written request is acted on at the regular meeting.

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c. Employees shall have the right to change shifts under this Section no more than (4) times within each calendar year.

Transfer to Night Shift

96 When it is necessary to transfer a first shift worker to the second or third shift or a second shift worker to the third shift or the starting of a second or third shift, the youngest employee by seniority in the Department capable of doing the work involved shall be so transferred, unless a senior employee has preference to be transferred to the shift involved.

ARTICLE XI - POSTED VACANCIES

97 Should a vacancy occur within the Department due to retirement, termination, promotion, etc., the Company will discuss with the Union if said vacancy needs to be filled.

a. Employees from within the department where the opening is will be offered said openings by seniority before moving to step #2 of this paragraph.

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b. When a vacancy exists, the posting shall indicate the department, shift and for information purposes only, an identification of the major department functions(s), and a listing of typical labor grades in the department.

c. If the posted vacancy is filled by an employee from the posted department from another shift, this transfer may result in a vacancy on their shift, which in that event will be posted. No further transfer or postings will be made.

d. If the posted vacancy is not filled by someone from the posted department, it may be filled by a bidder from another department.

e. If an employee, after having received a posted vacancy, returns to their home department, a second employee from the original list of bidders may be selected to fill the vacancy.

f. If an employee is selected for a posted vacancy and subsequently returns to their Home Department at their own request, they shall be restricted from bidding on another posting for a period of six (6) months from the date of transfer to the posted vacancy.

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g. Vacancies will be filled based on the Job Selection Guidelines established and agreed to by the Union and Company.

h. When additional personnel are required the Company will post a notice.

i. The Company and Union will review notices prior to publication.

j. When an employee is selected for a position and completes the training period, said employee will be restricted from bidding on another posting or notice for four (4) months. This is not intended to prevent an employee from bidding on a higher skilled job during this four (4) month period.

ARTICLE XII - RULES AND REGULATIONS

98        a. Stealing or taking away of any Company property, including scrap without the written permission of the Manager of Manufacturing or other supervisory personnel is prohibited.

            b. Falsification by an employee of their own starting and stopping time is prohibited.

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c. Carelessness of an employee which contributes to the injury of a fellow employee; any act of an employee which does or might contribute to the serious injury of an employee, which includes fighting on Company property; or any intentional act which results in the destruction, the defacing of Company property, or the writing of indecent language, drawing obscene drawings on cards, bulletin boards, walls, or any other part of the Company property, is prohibited.

A VIOLATION OF ANY OF THE RULES a

THROUGH c WILL BE CAUSE FOR IMMEDIATE

DISCHARGE.

d. Those employees who are capable of performing their assigned job efficiently and capably, but who fail to do so, will receive a written warning, a copy of which will be given to the Shop Committee. The employee will be given at least thirty 30) days to show satisfactory improvement. If following receipt of the written warning, the employee fails to show satisfactory improvement; they will, not earlier than thirty(30) days and

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not later than sixty (60) days following such receipt, be given a one (1) week suspension. Where an employee’s previous service record has been good, the length of suspension may be modified. If the employee receives a second written warning within six (6) months of the beginning of their suspension, they will be given at least thirty (30) additional days to show satisfactory improvement. If, following receipt of the second written warning, the employee fails to show satisfactory improvement, they may, not earlier than thirty (30) days and not later than sixty (60) days following such receipt, be discharged. In all cases under this rule, an employee’s previous Company service record shall be given consideration before the discharge penalty is invoked. The time periods given in this paragraph are understood to be periods “of working time”.

“Working Time” Defined

99 The phrase “working time” referred to in Article XI of this Agreement shall include periods during which the employee is actually working,

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vacations, time lost due to bona fide illness or injury, military training, and a consecutive absence of six (6) months or more for any reason. Each period of time three (3) months, one (1) year, etc. followed by “working time” will in every case terminate no later than eighteen (18) months after the date it begins.

e. Insubordination.

f. The refusal of any employee to obey the work orders of their immediate supervisor(s) is prohibited.

g. Extreme insubordination will be cause for discharge.

h. Any employee who directly or indirectly willfully slows down or limits production of himself or another employee, or machine, will have violated these Rules.

100 ANY VIOLATION OF RULES d THROUGH h SHALL SUBJECT THE EMPLOYEE TO A ONE (1) WEEK SUSPENSION WITHOUT PAY FOR THE FIRST VIOLATION AND DISCHARGE FOR THE SECOND VIOLATION WITHIN A PERIOD OF ONE (1) YEAR OF WORKING TIME.

i. The employees agree not to loaf during regular working hours.

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j. Employees are prohibited from doing other than Company work during working hours or using Company machinery, tools, equipment or materials for personal use.

101 ANY VIOLATION OF RULES i OR j SHALL SUBJECT THE EMPLOYEE TO A ONE (1) WEEK SUSPENSION WITHOUT PAY FOR THE FIRST VIOLATION. A SECOND VIOLATION WITHIN THREE (3) MONTHS OF WORKING TIME OR THREE (3) VIOLATIONS WITHIN A YEAR OF WORKING TIME WILL SUBJECT THE EMPLOYEE TO DISMISSAL.

k. Employees shall be at their work at the designated starting and stopping times. Washing up, except when designated by the supervisor or for safety or hygienic purposes, shall be done after the designated stopping times.

l. Employees shall observe designated starting and stopping times.

m. Leaving the plant without permission.

102 FOR THE FIRST VIOLATION OF THE RULES k THOUGH m THE EMPLOYEE WILL BE SUBJECT TO A WRITTEN WARNING. FOR A SECOND

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OFFENSE WITHIN SIX (6) MONTHS OF WORKING TIME, THE EMPLOYEE WILL BE SUBJECT TO SUSPENSION FOR ONE (1) WEEK. FOR A THIRD OFFENSE WITHIN ONE(1) YEAR OF WORKING TIME, THE EMPLOYEE WILL BE SUBJECT TO DISCHARGE.

103 If an employee’s attendance record is good, permission to leave for personal reasons will be granted by their supervisor provided the request is made not later than one-half ( ¹/2) hour after the beginning of their work shift.

104 It is agreed that the intent of this paragraph is to enable an employee with a good attendance record to leave work to attend to pressing matters not readily attended to outside their regular working hours. Any abuse of this intent by an employee will be a violation of Rule m.

105 Permission to leave the plant shall be granted in cases of extreme emergency (death, serious illness or accident in family, etc.). However, in such emergency cases, the employee shall notify their supervisor or other company representative before their departure.

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Reporting Absence

106 All employees must call into the Central Reporting System no later than ten (10) minutes before the start of the employee’s shift when they are unable to report for work, unless their absence has been approved in advance by their supervisor. Employees calling into the Central Reporting System must clearly give the reason for their absence and when they expect to return to work.

Excused Absence Defined

107 The following absences will be excused when approved by the Company and will not be subject to the progressive discipline procedure:

a. Jury duty, military duty, funeral leave, occupational illness/injury, supervisory pre-approved leaves of absence, vacation, paid holidays, not scheduled for work, Union business, sickness, and situations that are caused by extenuating circumstances not preventable by the employee.

b. Employee must provide medical proof acceptable to the Company upon returning to work, if they have excessive absenteeism, as defined in Par. 108c.

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Unexcused Absence Defined

108 Unexcused absence is defined as:

a. Failure to notify the Company before the absence or failure to notify the Company in accordance with Paragraph 106, except where the employee furnishes proof that it was impossible to give such required notice, the absence will be excused.

b. Absence, which is not excused by the Company even though it is reported on time.

The following language will apply when an employee has reached the THIRD STEP of the Unexcused Absence Discipline as defined in Paragraph 109 of the current labor agreement

c. An employee having an excessive absentee record must furnish proof acceptable to the Company that their absence was the result of sickness or causes beyond their control to be excused for such absence.

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Unexcused Absence - Discipline

109 Unexcused absences will be subject to the following schedule of discipline:

Step 1: An unexcused absence for any violation for any regular workday will result in a documented verbal warning to the employee for the first violation.

Step 2: A second unexcused absence within a period of six (6) months from the date of the first violation will result in a second documented verbal warning.

Step 3: A third unexcused absence within a period of six (6) months from the date of the second documented verbal warning will result in a written warning.

Step 4: A fourth unexcused absence within a period of six (6) months from the second documented verbal warning will result in a three (3) day suspension without pay.

Step 5: A fifth unexcused absence within a period of six (6) months from the second documented verbal warning will result in a five (5) day suspension without pay.

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Step 6: A sixth unexcused absence within a period of one (1) year from the second documented verbal warning will subject the employee to immediate discharge.

MEDICAL DOCUMENTATION REQUIRED

110 Employees must obtain medical documentation from the attending physician, when they are requesting an excused absence(s). The documentation must state that it is medically necessary to be off work and must designate the date(s) the employee is requesting to be excused and a return to work date. Medical documentation that simply states that the employee was “seen and treated” will not be accepted.

111 Medical documentation should not include a diagnosis or details of the employee’s medical condition, unless the medical excuse is for work related injury or illness. However, it is important to provide documentation regarding any work limitations an employee may have upon return to work.

112 Documented medical appointments will be excused absences when notice is given to the employee’s supervisor by the end of the shift prior to the day of the appointment.

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113 Medical excuses will not be accepted that retroactively excuse absences prior to the date the employee received medical care. If an employee cannot see a doctor on the first day due to the illness and they see a doctor on the second day, the previous sick day will be excused if acceptable documentation is provided. In these cases, the doctor must specifically identify that due to medical reasons, the employee was unable to work and missed the first day due to illness. The employee must see the doctor on their own time.

114 The intent of these guidelines is to insure the information provided the Company for excused time off is specific and necessary and is not intended to diminish an employee’s potential excessive absentee record.

Consecutive regular working days of unexcused absence will be considered as a separate violation.

115      a. Insubordination.

b. The refusal of any employee to obey the work orders of their immediate supervisor(s) is prohibited.

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c. Extreme insubordination will be cause for discharge.

d. Any employee who directly or indirectly willfully slows down or limits production of himself or another employee, or machine, will have violated these Rules and Regulations.

116 ANY VIOLATION OF THE RULES AND REGULATIONS a, OR d ABOVE SHALL SUBJECT THE EMPLOYEE TO ONE (1) WEEK’S LAYOFF WITHOUT PAY FOR THE FIRST VIOLATION AND DISCHARGE FOR THE SECOND VIOLATION WITHIN A PERIOD OF ONE (1) YEAR OF WORKING TIME.

117      a. The employees agree not to loaf during regular working hours.

b. Employees are prohibited from doing other than Company work during working hours, and from using machinery, tools and equipment or Company materials for personal use.

118 ANY VIOLATION OF THE RULES AND REGULATIONS a THROUGH b ABOVE SHALL SUBJECT THE EMPLOYEE TO A ONE (1) WEEK’S LAYOFF WITHOUT PAY AND TWO (2) VIOLATIONS WITHIN THREE (3) MONTHS OF WORKING TIME OR THREE (3) VIOLATIONS WITHIN A YEAR OF WORKING TIME WILL SUBJECT THE EMPLOYEE TO DISMISSAL.

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119      a. Employees shall be at their work at the designated starting and stopping times. Washing up except when designated by the supervisor or for safety or hygienic purposes shall be done after the designated stopping times.

b. Employees shall observe designated starting and stopping times.

c. Leaving the plant without permission.

120 If an employee’s attendance record is good, permission to leave for personal reasons will be granted by their supervisor provided the request is made not later than one-half ( ¹/2) hour after the beginning of their work shift.

121 It is agreed that the intent of this paragraph is to enable an employee with a good attendance record to leave work to attend to pressing matters not readily attended to outside their regular working hours. Any abuse of this intent by an employee will be a violation of Rule c above.

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122 Permission shall be automatically granted in cases of extreme emergency (death, serious illness or accident in family, etc.). However, in such emergency cases, the employee shall notify their supervisor wherever possible before their departure.

123 FOR THE FIRST VIOLATION OF THE RULES AND REGULATIONS a THOUGH c, ABOVE, THE EMPLOYEE WILL BE SUBJECT TO A WRITTEN WARNING. FOR A SECOND OFFENSE WITHIN SIX (6) MONTHS OF WORKING TIME, THE EMPLOYEE WILL BE SUBJECT TO SUSPENSION FOR ONE (1) WEEK. FOR A THIRD OFFENSE WITHIN ONE (1) YEAR OF WORKING TIME, THE EMPLOYEE WILL BE SUBJECT TO DISCHARGE.

Tardiness

124 If an employee is tardy, they will be excused provided they have a reason for their tardiness acceptable to the Company. In deciding on the acceptability of such reason, the Company will not act in an arbitrary manner.

125 An employee who has an unexcused tardy two (2) times or more will receive a written warning slip from the Company. Receipt of three (3) warning slips within one (1) year will subject an employee to a three (3) day disciplinary suspension.

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126 Receipt of three (3) warning slips within six (6) months of the date of the three (3) day suspension warning will result in a five (5) day suspension.

127 Receipt of three (3) warning slips within six (6) months of the five (5) day suspension warning will subject the employee to immediate discharge.

Discipline or Discharge

128 When it is necessary to discipline or discharge an employee for just cause, the Company will issue a written notification to the employee and to the Union within four (4) working days after the Manager of Manufacturing or designated Company representative has knowledge of the improper conduct or performance, unless special investigation is required and the Union is so notified. A disciplined or discharged employee must file a written grievance within five (5) working days of the foregoing notification otherwise the discipline or discharge will be final.

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When Union Representation is Required

129 If a Union employee is summoned into the office to answer a charge of violating the rules and regulations, they shall have Union representation.

ARTICLE XIII

GRIEVANCE PROCEDURE AND ARBITRATION

GRIEVANCE PROCEDURE

Preamble

130 It is the conviction of the Parties that prompt and fair handling of complaints of employees and charges of violation and provisions of this Agreement will lead to more efficient operations and more harmonious relations among the employees, the Union and the Company.

131 If order to be considered within the grievance procedure a complaint of an employee or a charge of violation of this Agreement must be brought to the attention of the Company within ten (10) calendar days of the event causing the complaint or charge or within ten (10) calendar days after the date on which such event should reasonably have become known.

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Step 1

132 A complaint by an employee not resolved above shall be discussed in an attempt to resolve, by the employee and steward with the Supervisor within five (5) regular working days following the initial meeting/discussion between the employee and Supervisor.

133 If no resolution is met, the steward will present the matter to the Shop Committee Chairman who will within five (5) regular working days, present the written grievance and discuss the matter with the Supervisor and Human Resources Representative.

134 The Supervisor or Human Resources Representative will forward their written answer to the Shop Committee within five (5) regular working days after their discussion.

135 It is understood that no settlement at Step 1 can establish a precedent for future cases. It is further understood that no settlement at any Step of the grievance procedure can be inconsistent with the provisions of this agreement.

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136 If the complaint or charge (herein after referred to as a “grievance”) is not carried to Step 2 within five 5) working days from the time of the supervisor or Human Resources Representative’s answer, it shall be considered settled.

Step 2

137 In investigating a grievance and in discussing it with the supervisor, the department steward or Shop Committee Chairperson will take only such time as is reasonably necessary.

138 If the grievance is not settled in Step 1, the Union will present the grievance to the Manager of Manufacturing within five (5) regular working days after receipt of the Supervisor’s or Human Resources Representative’s answer. If the grievance is not presented to the Manager of Manufacturing within the five (5) regular working day time limit, it shall be considered settled.

139 Any grievance involving disciplinary time of or discharge may be initiated by the Shop Committee directly at Step 2.

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140 Within ten (10) regular working days, after the grievance is presented to the Manager of Manufacturing a meeting will be held between the Managers of Manufacturing, a Human Resources Representative, and the Shop Committee. A representative of the IAMAW may be present and participate in this meeting.

141 The Manager of Manufacturing will forward their written answer on the grievance to the Shop Chairman within five (5) regular working days after the Step 2 meeting.

Step 3

142 If no settlement is reached at Step 3, the following will apply:

143 If the grievance involves a potentially continuing liability to the Company, a request for arbitration must be made within seen (7) working days following receipt by the Union of the Company’s Step 2 answer. The IAMAW representative must make such request in writing to the Manage of Manufacturing of the Company. If no such request is made within the seven (7) regular working day time limit, the grievance will be considered settled.

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144 If the grievance does not involve a potentially continuing liability to the Company, a request for arbitration must be made within sixty (60) calendar days following receipt by the Union of the Manager of Manufacturing’s Step 2 answer. The IAMAW representative must make such request in writing to the Manager of Manufacturing of the Company. If no such request is made within the sixty (60) calendar day time limit, the grievance will be considered settled.

Monetary Adjustment Limitation

145 If any Step 1 settlement, grievance settlement, or arbitration decision involves monetary adjustment, such adjustment shall be made effective on the date the complaint or charge was presented to the supervisor at Step 1 or directly initiated at Step 2 and shall not be made retroactive for any period prior to said date.

Time Limits

146 The time limits set forth in the grievance procedure may be extended by mutual agreement.

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ARBITRATION

Selection of Arbitrator

147 Following a request for arbitration, The Company and the Union shall jointly request the Federal Mediation and Conciliation Service to submit a panel of seven (7) arbitrators. Each party shall have thirty (30) calendar days to accept or reject the first panel submitted. The thirty (30) calendar days may be extended by mutual agreement between the parties. If such panel is rejected, the parties shall immediately request a new panel, which must be used. Upon mutual acceptance of the first panel or receipt of a second panel, as the case may be, the company and the Union shall alternately strike a name from the panel until a single name remains and that person shall be the arbitrator. The Company shall first cross out a name on the first arbitration under this agreement and thereafter on the odd-numbered arbitration’s. The Union shall cross out a name on the second arbitration and thereafter on the even-numbered arbitration’s.

148 The cost of the panel of arbitrator’s will be done in the same manner as stated above.

149 The Company will be responsible for the payment of the first arbitration and each odd-numbered panel thereafter and the Union will be responsible for the second arbitration panel and each even-numbered panel thereafter.

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Arbitration Arrangements

150 The arbitrator chosen shall be notified of their selection by the parties. Expenses and charges by the arbitrator shall be borne equally by the Company and the Union.

151 A date mutually satisfactory to the parties shall be agreed upon and the dispute or grievance shall be submitted to the arbitrator.

General

152 A question raised by either party as to the arbitrability of a grievance shall be subject to arbitration. The function of the arbitrator shall be of judicial nature. The decision of the arbitrator will be final and binding upon the parties, but they shall not have the power to add to, subtract from or modify the terms of this Agreement and shall decide only the issues properly before him. An arbitrable grievance must involve a question of interpretation or application of the terms of this agreement. The decision of the arbitrator will be complied with as soon as possible.

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Resolution of Grievances

153 The resolution of a grievance shall be recorded and signed by the parties.

ARTICLE XIV - UNION REPRESENTATIVES

General

154 The Union will inform the Company of the names of all Union officials including stewards. The number of Union stewards may be adjusted by mutual agreement of the Company and Union. It is agreed that no employee will be discriminated against because of elected status in the Union.

155 The Company will agree to such arrangements as may be necessary for the Shop Chairman and/or Union stewards to carry on their Union duties. Such arrangements shall include permission for the Union representatives to leave their department and go to any other department within the bargaining unit to investigate and/or bring about a proper and expeditious disposition of a grievance or complaint.

156 The Company will pay the Shop Chairman and/or Union stewards for working time lost in processing grievances, and joint Union-Company conferences.

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157 The view of the Company’s agreement above to compensate Union representatives for working time lost, the Union agrees that such time will be limited to that which is reasonably necessary to accomplish the Union duties described above.

Absence for Union Business

158 Regular members of the Shop Committee who are to be absent on legitimate business of the Union will be excused for such absence, providing advance notification is given to their supervisor. Upon advance notice from a designated officer of the Union to the Manager of Manufacturing or their designated representatives, employees other than Union representatives will be excused from work to perform legitimate Union business provided the number requested does not interfere with production requirements.

159 Any time spent on Union business in accordance with this paragraph is considered as time worked in qualifying for vacations, pension, profit sharing and holidays. It is understood that the Union will not abuse this privilege.

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Pass Procedure

160 None of the department stewards nor representatives of the Union shall leave their department, except on Company business until they have notified their supervisor.

ARTICLE XV - LEAVE OF ABSENCE

General

161 An employee must receive permission through their supervisor for time off up to one week. Any time off in excess of one week must be supported by a leave of absence. It is understood that an employee shall not deliberately falsify reasons for requesting a leave.

162 The privilege of leave of absence not to exceed (60) days in a year may be granted to any employee if the application for such leave of absence is approved by the Company and the Financial Secretary of the Union prior to the time off requested. The Union will be notified of leaves approved by the Company. In case of sick leaves and emergencies, prior approval is not necessary.

163 Extension of a leave of absence may be granted by the Company and the Financial Secretary of the Union for good cause shown.

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164 Leave of absence not to exceed sixty (60) days in a year will be allowed for up to two (2) employees total at any one time for personal reasons providing such leaves of absence are approved in advance of the requested time off by the Company and the Financial Secretary of the Union.

165 No employee will receive leave of absence for the purpose of trying another job.

Public Office of Union Position

166 Leave of absence will be granted to an employee elected or appointed to Public Office or elected or appointed to a Union position with the Local Lodge, the IAMAW, or such other labor organization as the parties may mutually agree, upon proper application of the Company. Such leave shall be granted for a period of one year, and will be extended from year to year, but only for the same purpose for which the leave was granted.

167 Notwithstanding the provisions of Paragraph 56, an employee elected or appointed to Public Office may renew their leave from year to year for a period equal to their total seniority with the Company, except that they will not accrue seniority or service beyond a period equal to one-half their total seniority when they went on leave.

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Educational Leave - Veteran

168 Leave of absence up to eighteen (18) cumulative months of such leave will be granted upon request to a military service veteran for the purpose of furthering their education providing they are eligible for such educational benefits under applicable law and has submitted proof of enrollment in an institution authorized to conduct such training.

169 Such leave of absence may be extended at the discretion of the Company for a period of up to an additional eighteen (18) cumulative months of such leave subject to the above conditions.

Returning From Leave

170 An employee who returns to work within the leave of absence shall be reinstated according to their position on the seniority list at their former rate of pay plus increases or minus decreases that may have become effective during their absence, provided they give at least three (3) days notice of their intention to return.

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Returning From Sick Leave

171 An employee must present to the Human Resource Department, documentation acceptable to the Company for return from Sick Leave to full-time work at full capacity or part-time work at limited capacity as denoted, if warranted by the employee’s seniority standing and qualifications, will be offered an assignment to return effective no later than the second regular working day following the date of such presentation of medical approval. Failure to meet such offer deadline will require the Company to pay the employee a sum equal to the current sickness and accident daily benefit rate for each regular working day following the date of presentation of such medical evidence and continuing until the date such offer of work is made available to the employee.

Physical Exam Requirement

172 When an employee who is on a leave of absence for medical reasons (non-industrial) desire to return to work, they may be required to take and pass a physical examination to prove that they are capable of performing their regular work or the equivalent thereof.

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ARTICLE XVI - JOB RATING

173 The Job Rating Committee shall consist of two (2) members of the Union, and at least two (2) members of the Company. Continuity of experience in job rating is intended so that proper administration of the plan will result. When a new job develops, or the requirements of an old job changes the job content, the job shall first be standardized as to methods of production, tooling and equipment etc. Within thirty (30) calendar days after the job is standardized and is functioning satisfactorily as to quality and quantity, the Job Rating Committee will rate out the job. The Job Rating Committee will schedule its regular meeting dates in advance on a monthly frequency. Based on the number and the urgency of pending ratings, the parties may schedule an interim meeting by mutual agreement.

Disagreement on Rating

174 In the event of a disagreement between the Company and Union members of the Job Rating Committee on the job content of a new job or the job content change of an existing job they

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will conduct a floor review within thirty (30) calendar days. If, after the floor review is completed, a disagreement still exists a grievance will be filed. Any grievance over a job rating to be considered timely must be filed in Step 3 of the grievance procedure within thirty (30) calendar days following the floor review. Any settlement of such a grievance will be effective on the date of the floor review.

Newly Created Job

175 On a newly-created job, no permanent assignment will be made until thirty (30) days after the date of the Committee’s rating or the date the Company-determined rate is put into affect, whichever is the earlier. If the employee performing the job has a higher rate than that put into effect, they may accept the lower rate for the job or, within the thirty (30) days, decide to return to their previous job. However, the Company may retain them on the new job at their current rate for a period of time adequate for training a replacement.

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Effective Date - Grievance

176 Where a job is re-rated and the labor grade is increased, an employee performing the job will receive the higher rate effective on the date of the floor review, provided a timely grievance concerning the rating of the job was presented to the Company and, provided they have completed the job progression.

177 In the event that the labor grade of a job is to be decreased, the parties will meet to determine the appropriate means of handling the situation.

ARTICLE XVII - VACATION

178 The vacation period will run from January 1 through December 31 of each year during the term of this Agreement. One week of vacation entitlement may be carried over from one year to the next; however, each year’s vacation may not exceed the annual entitlement plus 1 week carryover and then only if the employee qualifying for and requesting such consideration meets the scheduling requirements of Paragraph 186. Accident and Sickness weekly benefits will not be paid for the same period as vacation except with advance Company approval.

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Vacation Entitlement

179 Years of Service as of January 1 Vacation Entitlement

1 but less than 4	2 weeks
4 but less than 8	2.5 weeks
8 but less than 12	3 weeks
12 but less than 16	3.5 weeks
16 or more	4 weeks

180 In the calendar year during which an employee reaches their 4^th and 12^th anniversary date they shall be entitled to an additional  ¹/2 week of vacation. With Company approval, said week may be taken up to one month prior to the employee’s anniversary date.

Work Requirements

181 In order for an employee to qualify for a vacation in any vacation period they must have worked at least six (6) months during the previous vacation period. For the purpose only of calculating such work requirements, time lost from work due to a compensable work-related injury during the vacation period in which the injury occurs, will be considered as time worked.

182 An employee who has worked for the Company less than one year prior to January 1 of a given year shall, upon reaching their first anniversary date,

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become entitled to a two (2) week vacation during such year provided they have worked at least six (6) of the twelve (12) months preceding their first anniversary date. In the event that such employee’s anniversary date falls between December 15 and December 31 their vacation may, with Company approval, be scheduled to commence up to two (2) weeks prior to their first anniversary date.

If Work Requirements Not met

183 An employee who, as of the beginning of a vacation period has one (1) or more years’ service and has worked during the preceding year but does not meet the six (6) months’ work requirement set forth in marginal Paragraph 182 above shall not be entitled to a vacation during said vacation period. they shall, instead, receive an in-lieu-of vacation payment based upon the following formula:

Years of Service # of Straight Time Earnings

as of January 1 During Preceding Year

1 but less than 4	4%
4 but less than 8	5%
8 but less than 12	6%
12 but less than 16	7%
16 or more	8%

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Vacation Pay

184 An employee will be paid prior to their vacation of one week or more for the appropriate number of hours to be taken at this regular rate subject to the above requirements and appropriate advance scheduling. In order to receive vacation pay in advance of their vacation, notification must be received by the Company before 9:00 a.m. of the second Thursday, which precedes the week in which their vacation is to be taken.

Scheduling Procedure

185 The procedure to be followed in scheduling vacations shall include the following:

a. The number of weeks of vacation eligibility is determined for each department.

b. Based on this number, the vacation quota(s) are established for the departments. The Company follows the policy of allowing vacation weeks to be taken between January 1 and December 31.

c. During December of each year, employees are asked their vacation preference for the coming vacation year. The principle of seniority in asking vacation preference is followed within each department and shift, insofar as possible.

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d. At Company option, operations may be shut down for vacation for up to four (4) working days each year and vacation pay will be given to employees who elect to take such time as vacation. Such days must be scheduled in conjunction with Christmas, and/or New Year’s Day, and/or July 4 holidays.

e. An employee may take a day at a time vacation up to their full entitlement of such vacation.

f. Seven (7) existing days of current vacation can be taken in  ¹/2 day increments not to be coupled with personal business.

g. Regular vacations plus day-at-a-time vacations on the last regular work day prior to and the first regular work day after a holiday(s) and the Friday prior to deer season cannot exceed the department or shift group established quota plus 50%.

h. Requests for day-at-a-time/half day vacations should be made no later than ten (10) minutes before the start of their shift on the day requested. If an employee is sick and calls in on time, they may specify that day as a day of vacation to a maximum of their full entitlement.

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i. The use of day-at-a-time/half day vacation cannot disrupt production operations.

Pay in Lieu of Vacation

186 An employee who is quitting or retiring will be entitled to pro-rate vacation pay based on the appropriate percentage for their length of service for all regular straight time earnings from the beginning of the vacation period until their termination if they satisfy the work requirements listed in Paragraph 185 and if they gives the Company at least five (5) working days notice of their intention to quit or retire.

187 Payment in lieu of vacation may be made to any employee for a vacation not taken by the individual, if they are eligible for a vacation in accordance with the above paragraphs, but has not actually worked ten (10) months during the qualifying period. Upon an employee’s death, their beneficiary, as shown in the Group Life Insurance Record, will be entitled to pro-rate vacation pay based on the appropriate percentage for the employee’s length of service for all regular straight-time earnings from the beginning of the vacation period until their death.

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Return From Military Service

188 When an employee returns to work from a duly authorized leave of absence to the armed services, their vacation rights will be determined as follows:

a. If the employee returns to work between January 1st and June 30th inclusive, they shall be entitled to full vacation rights for the vacation period in which they return and must take their vacation.

b. If the employee returns to work between July 1st and December 31st inclusive, they shall be depending upon their years of service, entitled to 4%, 5%, 6%, or 8% of their regular straight time hourly earnings between July 1st and December 31st in lieu of a vacation for the vacation year during which they return.

c. All time spent in the armed services which is supported by a duly authorized leave of absence shall be considered the same as work time for computing vacation rights for the vacation period which follows the vacation period during which the employee returns to work.

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ARTICLE XVIII - WAGES

New Hire Rate and Progression

189 The new hire rate shall be in accordance with the Wage Rate Schedule below; but, after consultation with the Shop Committee, the Company may employ applicants with significant experience at a higher rate than the new hire rate. Upon attaining seniority, an employee shall receive a seniority rate in accordance with the annual rate schedules following this paragraph, (unless they were employed at a higher rate) and be assigned a home department. The rate increases for twelve (12) months, twenty-four (24) months, etc., shown on the rate schedules below shall become effective once the employee in question has actually worked fifty-two (52) calendar weeks, one hundred and four (104) calendar weeks, etc. on the job in question. Layoffs of three (3) months or less will be considered as time worked in the above stated time frames. (The above applies to progression rates only).

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WAGES

190 Sickness and Accident (S&A)

Short Term Disability

Employees are eligible after completing their probation period.

191 Benefits to be paid at 50% of the weekly rate with a minimum benefit rate of $300.00 and a maximum benefit rate of $350.00. Benefits are payable for up to twenty-six (26) weeks.

192 Long Term Disability

Long-term Disability benefits will be paid at 60% of employee’s monthly base wage upon completion of the benefit waiting period. The benefit waiting period will be 180 days of continuous disability. A period of disability will be considered continuous even if the employee returns to work for up to a total of 30 days during the benefit waiting period. The benefit waiting period will be extended by the number of days the employee temporarily returned to work.

193 Long-term Disability benefits will continue until the earlier of the following dates: date the employee ceases to be disabled; or the date of the employee’s normal retirement to receive full Social Security Benefits as stated by the Social Security Administration.

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194 Effective February 7, 2004, the Company will increase all levels of the progression rates for each job as follows:

Effective 2/7/04	$	.40
Effective 2/5/05	$	.55
Effective 2/4/06	$	.40

401K SAVINGS PLAN

195 401K match will be 25% up to the first 6% of employee’s base wage saved.

196 The 401K match will be made on the employee’s annual base wage except for exclusions noted in subparagraph i of paragraph 200 – Compensation Excluded for Profit Sharing and 401K match.

197 The Company agrees to discuss all 401K-plan amendments or plan terminations with the Union prior to the implementation of such plan amendments or termination of plan benefits.

PROFIT SHARING

198 Profit sharing for the Chart personnel shall be on the following basis, for 2004 – 2007.

a. 10% common pool for all Chart employees.

b. Minimum EBIT for profit sharing.

2,000,000 each year for the duration of the agreement.

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199 Distribution of EBIT Profit Sharing Pool

a. The profit sharing distribution will be made as a % of individual annual base wages except for exclusions noted in sub-paragraph i.

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b. The base wage distribution % is determined as follows;

Base Wage Profit Sharing % =

EBIT Pool $

Total Chart Annual

Base Wage Payroll

c. Actual distribution will occur in August of the current year and February of the following year for current year profit sharing. The August distribution will be 50% of the estimated common EBIT profit sharing pool based on mid-year EBIT. The reason for a reduced distribution at mid-year is to allow for possible variations in profit in the last half of the year.

d. Profit sharing will be a 100% distribution of the Common EBIT Pool as a % of base wage.

e. The Profit Sharing Payment Schedule will be as follows;

2004    Pool    $    August    2004    February    2005

2005    Pool    $    August    2005    February    2006

2006    Pool    $    August    2006    February    2007

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COMPENSATION BASIS FOR PROFIT SHARING

f. Partial Year Distribution

It is agreed that those individuals who retired during a current year would receive a pro-rata distribution based on that current year’s base wages earned. The same will also apply to individuals who left the hourly work force during the duration of this agreement. For employees terminated for disciplinary reasons, no pro-rata distribution will be made.

Probationary Employees

g. Probationary employees will be paid profit sharing on a pro-rata basis for base wages earned in a given year. Payment will be made after the probationary employee achieves seniority.

h. Determination of base wages will be based on wages from the start date.

Compensation Excluded for Profit Sharing and 401k Match

i. Compensation excluded from the wage base for purposes of calculating profit sharing and 401k Match are:

Overtime

Service Trip Premium

S&A Benefits

Worker’s Compensation

Profit Sharing

200 All other compensation is included in the wage base for determination of profit sharing AND 401k Match.

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Shift Premiums

201 The second shift shall receive thirty-five ($.35) cents per hour over the day shift and the third shift shall receive forty ($.40) cents per hour over the day shift.

Apprenticeship Program

202 The Apprenticeship Committee shall consist of two from the Company and two from the Union.

203 One representative of the Union will be from the Apprenticeship category required; the second representative shall be the Local Lodge President or a designated appointee.

204 Before any changes are implemented in the Apprenticeship Program, the Company and the Union Shop Committee will discuss such change.

ARTICLE XIX - CHECK-OFF

205 Upon receipt of a signed authorization of the employee involved, the Company shall deduct from the employee’s pay the initiation fee and regular monthly dues payable by them to the Union during the period provided for in said authorization. The amount will be certified by the Financial Secretary of the Local Lodge.

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206 Deductions shall be made on account of the initiation fee and regular monthly dues payable from the first paycheck of the employee after receipt of the authorization and monthly thereafter from the second paycheck of the employee in each month.

207 Deductions provided in Paragraphs 206 and 207 shall be remitted to the Financial Secretary of the Union no later than the fifth (5th) day following the deduction and shall include all amounts due and those dues not deducted in the previous month. The Company shall furnish the Financial Secretary of the Union, monthly, with an alphabetical record of those for whom deductions have been made and the amounts of the deduction.

208 The parties agree that check-off authorizations shall be in the following form:

209 “Name of Employee

Dept. No.

Clock No.

Date

210 I hereby authorize and direct the Company to deduct from my pay beginning with the current month, the initiation fee and regular monthly membership dues in the IAMAW.

211 I submit this authorization with the understanding that it will be effective and irrevocable for a period of one (1) year from this date, or up to the termination date of the current collective bargaining agreement between the Company and the IAMAW, whichever occurs sooner.

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212 This authorization shall continue in full force and effect for yearly periods beyond the irrevocable period set forth above unless revoked by me within fifteen (15) days prior to the end of any such period. I shall also have the right to revoke this authorization at any time within a period of fifteen (15) days prior to the termination date of any collective bargaining agreement between the Company and the Union if such termination shall occur within one of the aforenoted yearly periods. Such revocation shall be effected by written notice, sent by Registered Mail, Return Receipt Requested, to the Company and the Union within such fifteen (15) day period.

Signature:

”.

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213 The Union agrees to indemnify and save the Company harmless against any and all claims, demands, suits or other forms of liability that may arise out of, or by reason of, action taken or not taken by the Company in complying with the provisions of this Article, in reliance upon the Check-Off Authorizations which have been furnished it.

ARTICLE XX

CLAUSES RELATING TO PENSION PLAN

Section I: Chart Pension Plan

214 Subject to the provisions of Section 4 of this Article, and unless the parties otherwise agree, the Pension Plan for Hourly Rated Employees of Chart Heat Exchangers (hereinafter referred to as the “Pension Plan”) which was effective January 4, 1986, will continue to be maintained pursuant to the terms of the Pension Plan, except that the Pension Plan will be frozen and no further contributions shall be made to the Pension Plan after March 31, 1998. The Company may continue to make such changes in

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the Pension Plan as, in the opinion of the Company, are required for compliance with the Employer Retirement Income Security Act of 1974, as amended, and any rules and regulations promulgated thereunder (hereinafter collectively referred to as the “Act”), provided that if any such changes diminish benefits under the Pension Plan, the Company shall attempt to minimize such effect.

215 To be effective, written notice of proposed change(s) must be served by one party upon the other no less than sixty (60) days prior to any modification or change in the Pension Plan, except such as may be required to conform with the Act or Section 401(a) of the Internal Revenue Code of 1954, shall be prospective in its application and shall be made effective as of the date on which agreement with respect to such modification or change is reached by the Company and the Union.

Section II: Funding of Benefits

216 The Company will continue to make contributions to the Chart Pension Plan to fund obligations for past service credit.

217 Neither the Company nor the Union, except under the conditions specified in Paragraph 151 of this section, shall demand any change in the Pension Plan nor shall either be requested to bargain with respect to any change in the Pension Plan, nor during the term of the Pension Plan, nor shall any modification, alteration, or amendment of said Pension Plan, be an objective of, or reason for, any strike or lockout or other exercise of economic force or threat by either the Union or the Company.

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Section 3: Agreement Retirement Date

218 The normal retirement date of each employee will be the first day of the month following the month in which the employee’s 65th birthday occurs. An employee who retires after their normal retirement date shall receive a retirement pension, payable commencing at their actual retirement date, consisting of the following:

a. An amount determined as if they had retired on their normal retirement date; plus

b. For service accrued after their normal retirement date, an amount determined in accordance with the respective benefit rates in effect for each year or portion thereof in which such service was accrued.

Other

219 Retirement Death Benefit

For those employees retiring after February 4, 2001, the retiree death benefit is $5,000.

220 Medicare Plan “B” Supplement

Actual cost up to a maximum of $55.00/month, life of agreement.

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IAM NATIONAL PENSION FUND - NATIONAL PENSION PLAN

221      a. The Employer shall contribute to the I.A.M. National Pension Fund, National Pension Plan as shown below for each hour for which employees in all job classifications covered by this Agreement are entitled to receive pay under this Agreement as follows:

$.60 per hour effective February 7, 2004

$.65 per hour effective February 5, 2005

$.70 per hour effective February 4, 2006

b. The Employer shall continue contributions based on a forty (40) hour work week while an employee is off work and being compensated for any such time by the employer.

c. Contributions for a full-time employee are payable from the first day of employment.

d. The I.A.M. Lodge and the Employer adopt and agree to be bound by, and hereby assent to, the Trust Agreement, dated May 1, 1960, as amended, creating the I.A.M. National Pension Fund and the Plan rules adopted by the Trustees of the I.A.M. National Pension Fund in establishing and administering the foregoing Plan pursuant to the said Trust Agreement, as currently in effect and as the Trust and Plan may be amended from time to time.

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e. The parties acknowledge that the Trustees of the I.A.M. National Pension Fund may terminate the participation of the employees and the Employer in the Plan if the successor collective bargaining agreement fails to renew the provisions of this pension Article or reduces the Contribution Rate. The parties may increase the Contribution Rate and/or add job classifications or categories of hours for which contributions are payable.

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f. This Article contains the entire agreement between the parties regarding pensions and retirement under this Plan and any contrary provision in this Agreement shall be void. No oral or written modification of this Agreement shall be binding upon the Trustees of the I.A.M. National Pension Fund. No grievance procedure, settlement or arbitration decision with respect to the obligation to contribute shall be binding upon the Trustees of the said Pension Fund.

HEALTH INSURANCE (HEALTH AND DENTAL INSURANCE)

222 The Company will offer individuals retiring after December 21, 1990, the opportunity to participate in the Chart Heat Exchangers Health Care Plan for an additional 18 months beyond the 18 month period allowed by COBRA (Consolidated Omnibus Budget Reconciliation Act), by paying 100% of the premium cost for coverage of similarly situated individuals. This applies to individuals retiring at age 62 or later. This offer is effective from December 21, 1990 through February 3, 2007 on a non-precedent setting basis. Actual cost of this plan may change on a year-to-year basis as determined by the health care provider. This provision is no longer applicable when an individual reaches age 65 or is eligible for Medicare.

223 Cost experience and impact of this group on Health Insurance costs is to be followed.

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Section 4: Effective Date

224 Any modification agreed upon between the parties under Section 1, Paragraph 215 of this Article, resulting from negotiations commenced as a result of the sixty (60) day notice referred to therein shall take effect on the day after the Pension Plan expiration date which was in effect at the time the sixty (60) day notice was given.

ARTICLE XXI - INSURANCE

BOOKLET

225 The new Health Insurance Booklet will be distributed to the membership within one (1) month from the date of receipt by the Company.

226 The Company will maintain an employee assistance program, which is mutually acceptable to the Company and the Union.

Insurance Committee

227 The insurance committee shall consist of two (2) representatives of the Company and two (2) representatives of the Union. The Union President or IAMAW representative or their representative may attend meetings at any time.

228 This committee shall have the necessary time needed to provide Alternative Health Plans annually and the Company shall pay the time spent. Union Committee representatives shall have the time spent on this committee applied as hours worked on their shift for each day needed to investigate Alternative Plans.

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Duties of Insurance Committee

229      a. The insurance committee shall meet every three (3) months and the agenda shall be established prior to the date of the meeting. A representative of the insurance carrier shall be asked to attend the meetings.

 b. The insurance committee shall be authorized to review all financial aspects of the insurance plan and be furnished complete expenditure and benefit data.

 c. Members of the insurance committee shall be authorized to inquire on the status of any claim submitted by any member of the Union.

General

230      a. The group insurance coverage will terminate on February 3, 2007.

 b. There shall be no modification in the benefits provided under the insurance plans during the policy term except as mutually agreed by the parties or required by law. Any dividend paid on the insurance policy shall be paid in full to the Company.

 c. In the event the insurance carrier does not pay full benefit as prescribed in the master policy without justifiable reasons, Chart Heat Exchangers shall further process the claim on behalf of the employee with the insurance carrier.

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 d. If an employee’s insurance terminates due to temporary layoff or leave of absence, such employees shall be eligible for insurance on the date of return to full time work.

 e. If an employee is not At Work on the date the insurance would otherwise become effective, such effective date of insurance shall be the first day the employee returns to active work. However, the insurance will become effective as if the employee was At Work if such employee is off work due to vacation or holiday.

 f. Alternative Health Plans (HMO’s, POS, PPO plans etc.) will be provided annually in a similar form or one that has the same benefits as the current plans. During the life of the agreement, the Insurance Committee will evaluate other Alternative Health Plans for 2005, 2006 and 2007.

 g. Should alternate company health insurance plans become available, the Company and Union will meet to discuss the opportunity to participate in such plans.

 h. The Company and Union agree that the Section 125 Plan is in effect for the duration of this agreement.

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Health and Dental Insurance Cost Sharing

Effective January 1, 2004

231      a. Chart Basic

Employee shares 10% of future premium increases or decreases for life of agreement.

 b. Chart Plus

Employee shares 20% of future premium increases or decreases for life of agreement.

 c. Alternative Health Plans (HMO’s, POS, PPO plans, etc)

Employee shares 30% of future premium increases or decreases for life of agreement.

Effective January 1, 2005

232      a. Chart Basic

Employee shares 20% of current total premium during the term of this agreement.

 b. Chart Plus

Employee shares 20% of current total Chart Basic premium plus 100% of the premium difference between Chart Basic and Chart Plus during the term of this agreement.

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c. Alternative Health Plans (HMO’s, POS, PPO plans, etc)

Employee shares 20% of current total Chart Basic premium plus 100% of the premium difference between Chart Basic and the alternative plan during the term of this agreement.

233 Employees who can provide proof of other medical plan coverage may opt out of Chart plans or HMO and receive a payment during the course of the plan year. The payment may be taken as either cash, which is taxable, or placed on a pre-tax basis in a flexible spending account in the employee’s name. The payment for each year is as follows:

1st Year	-	$	1,500.00
2nd Year	-	$	1,500.00
3rd Year	-	$	1,500.00

Payout will occur on a monthly basis

(Ex: 12 mos X $125.00 = $1,500.00)

234 Dental

a. Employee shares 20% of premium increases for the remainder of 2004 calendar year.

b. Employee shares 32% of total premium effective January 1, 2005.

c. Employee shares 50% of total premium effective January 1, 2006.

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235 Life Insurance

a. For the life of the agreement employees will be insured to a minimum of $23,000 or a maximum of one times annual base wage, whichever is greater.

b. Employees may purchase up to three times base wage (minimum $23,000)

ARTICLE XXII - COMPANY OWNED TOOLS

236 In an effort to provide safer and more effective production equipment, the Company and the Union, do hereby agree to the following:

237 The Company shall loan to each employee, at no cost to him, a set of tools and tool container with lock (where needed) adequate for the proper and efficient performance of their duties subject to the following conditions:

a. The Company shall determine what tools are required for each job, and shall list against each job the normal tools required for it. Any tools which are to be required at the worker’s expense shall be listed accordingly.

b. The Company shall replace worn tools, which are broken through normal use at no cost to the worker.

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c. The Company shall indelibly mark each tool and tool container so that it may be identified to the individual worker.

d. The Company shall, through its supervisor, make such inspections of the tools and tool containers used by each worker as may be required. All inspections of the tools and tool containers shall be done in the presence of the employee to whom they are charged. No tool container shall be opened during the absence of the employee to whom they are charged. When inspection is being made in search of a missing tool, it shall be done in the presence of an authorized Union steward.

e. Each worker shall maintain a complete set of tools at all times and shall report any and all tools or tool containers missing, lost, or stolen from their set to their supervisor for replacement immediately.

f. Each worker shall reimburse the Company for replacement of Company tools or tool containers lost or stolen while charged to him. If payment is not made in cash to the crib clerk, the amount for which the worker is charged shall be deducted from their paycheck. If the cost is more than three dollars ($3.00), deduction can be made from more than one paycheck. If the missing, lost or stolen tool is recovered in good condition, suitable adjustment shall be made to the worker. In the event that a toolbox equipped with tools is missing, lost or stolen, the Company will be responsible for the cost of such equipped toolbox.

g. A worker shall only use personally owned tools when authorized by their supervisor.

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h. Any improperly identified tools found in a worker’s possession shall be removed and placed in the tool crib.

i. Any tools or tool containers with identification markings found in any improper area shall be returned to the worker to whom they are then charged.

238 Any employee leaving the employment of the Company shall satisfy their tool account before receiving their final pay.

Safety Creed

239 “One must not believe the SAFETY begins with your fellow employees, it begins with YOU! The Safety Program can do everything possible to protect you and your fellow employees, but if YOU disregard SAFETY, you not only endanger yourself, but those around you. SAFETY must be practiced twenty-four hours a day, as an accident requires less than one second to happen. That “second” may mean a costly and permanent injury to yourself or to a fellow employee, which you will think about for the rest of your life. It is far easier to live with SAFETY than the results of a careless “accident”.

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ARTICLE XXIII - ACCIDENT PREVENTION

Safety Committee

240 The Safety Committee shall consist of the Shop Chairman, Health and Safety Coordinator, Safety Technician, Safety Steward, and other designated hourly and salaried representatives.

Function of Safety Organization

241 The function of the Safety Committee shall be to cooperate in reducing accidents by:

a. Reporting of hazards and unsafe practices from their respective departments.

b. Bringing about the cooperation of all employees both Union and Management to carry out the safety program.

Safety Problems

242 If a safety problem arises in the department, the steward will call it to the attention of the Supervisor. Should the safety problem still not be solved within a reasonable period of time, the steward may call the Shop Chairman to investigate the problem. The Shop Chairman may discuss the problem with the Health and Safety Coordinator. If the problem still exists, it shall be placed on the agenda of the next regular Safety Committee meeting. If the problem exists following consideration by the Safety Committee, the Union may call in an outside expert to review the problem and discuss it with the Shop committee and the Company with the objective of obtaining a mutually satisfactory solution.

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Safety Committee

243 The duties of the Safety Committee shall be:

a. To meet at least once during each month to consider and, if appropriate, implement safety recommendations of the Safety Committee or others.

b. To participate on inspection teams that will make monthly inspection tours of the plant. The inspection team will consist of members of the Safety Committee or designated representatives.

c. To investigate reports of hazards and unsafe practices and effect correction. Reports made by the inspection team and any other reports from the Safety Committee will be reviewed at the monthly safety meeting and any unsafe conditions or practices will be called to the attention of the supervisor of the department involved. Every reasonable effort will be made to have the unsafe condition or practice corrected promptly.

d. Upon the request of the Shop Chairman or their designated representative where evidence exists that a chemical or substance to which an employee is exposed in the workplace may be toxic and hazardous, the Company will provide the Union and the employee with the Company’s safety data sheets or their equivalent, including information about any available remedies and antidotes for such materials.

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e. In case of a serious injury to an employee, the Safety Technician and the Health & Safety Coordinator will be notified promptly so that they can investigate the accident.

f. In the event of a disagreement as to the liability of the Company in the case of an injury of an employee, the Manager of Manufacturing will, upon request, review the pertinent facts of the case with the Shop Chairman. The Company agrees to pay for the time lost by the Shop Chairman from regular working hours for such review with the understanding that this privilege will not be abused. No such review will be made if the case is given to an attorney.

g. The Safety Steward will be permitted to carry out their duties relating to safety and health.

h. The Safety Committee is responsible for making proper decisions on Safety, consistent with established safety practices.

i. The Company will be responsible for any and all discipline resulting from any safety violation.

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Safety Cooperation

244 The Safety Committee realizes that a safe plant is an efficient one and will devote its energies to this accomplishment. In order to carry out this program, the Safety Committee will need 100% cooperation of all employees of Chart Heat Exchangers. The committee encourages the making of suggestions.

245 The Union and employees agree that they will cooperate in promoting safety and health programs and will comply with all safety rules and regulations and to use safety equipment as required by OSHA and the Company.

246 The general rules of safety must be observed. Failure to do so will incur the penalties as set forth in the Safety Code. The Company and employees will cooperate to see that these rules of safety are observed by all employees.

Selection of Committee

247 The Company and Union Safety Committee representatives will be chosen by the Health and Safety Coordinator and Shop Chairman respectively, and will serve for a period of one year. Stewards selected will serve the full period whether or not they continue as stewards for the full term. A replacement who fills a vacancy shall serve out the balance of the term of their predecessor and may serve the next full term, if selected.

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Safety Codes

248 The purpose of these safety rules is to protect the employees as they work and ensure that they work safely. By following these rules, they should avoid injury to themselves or fellow employees. Strict enforcement of these safety rules will materially reduce the possibility that someone else will commit an unsafe act which could endanger them.

a. The work place is to be keep clean and orderly.

b. The Safety equipment prescribed for any particular job shall be used in a proper manner at all times.

c. Safety glasses and/or approved eye protection are to be worn as prescribed, in all designated areas at all times.

d. Rings, bracelets, wristwatches, loose garments or neckties are not permitted while operating a machine. Clothing worn shall be appropriate for the shop floor environment and shall not pose a threat to safety.

e. Safety toe footwear is required by all employees on the shop floor. Safety toe footwear worn must comply with all current American National Standard Codes (A.N.S.I. Z41-1991 Directive) and O.S.H.A. guidelines that are in effect.

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f. Complete instructions and permission must be obtained from a supervisor before operating any machine, which an individual does not normally operate. All safety guards on machines must be in place and functional.

g. A lockout on the power switch must be used while performing any maintenance work on a machine, which requires placing any part of the body into or near its mechanism.

h. Individuals must not reach through or behind a safety guard while a machine is running.

i. Before cleaning, oiling, or adjusting the moving parts of a machine, it is mandatory that the machine be completely shut down and locked out.

j. Cranes must be operated only by individuals familiar with their operation.

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k. Only authorized personnel are permitted to operate industrial power trucks or power hand trucks. Such authorized personnel will comply with the General Operating & Safety Rules for Power Vehicles.

l. Defective or damaged hand tools, mushroomed chisels, punches, etc., and files without handles are not to be used.

m. Aisles must not be blocked. If at any time anything is placed in an aisle, it must be moved. If the aisle is to be blocked for any period of time, the area supervisor will notify the appropriate personnel.

n. There will be no smoking during the period between the starting and stopping time of your designated shifts up to and including overtime worked. Smoking will be allowed during the employee’s designated break periods outside all Chart buildings.

o. Compressed air is to be used with caution. Never use compressed air for cleaning clothing, exposed parts of the body, or for cooling purposes. Nozzles must have an approved relief vent. Unapproved alteration of air nozzles is prohibited.

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p. Projecting nails in boxes, boards, or barrels, which are exposed, are to be bent over or removed. Other dangerous sharp projections should either be eliminated or protected.

q. Electrical apparatus should be repaired only by authorized personnel, regardless of how minor the problem seems to be. The supervisor is to be advised of the condition, they will secure proper assistance. Electrical cabinets are not to be blocked or used for storage.

r. Lift properly - with the knees and legs, and not the back. Get help rather than risk a strain.

s. All injuries, no matter how minor, are to be reported promptly to a supervisor and then to the appropriate medical facility.

t. Horseplay, scuffling, throwing of objects, and running is unsafe and it is forbidden. This applies to all Company premises, including the parking lots.

u. Industrial gases are to be stored in a safe manner, in keeping with standards established for their storage.

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v. No employee shall remove, displace or damage any safety device or safeguard furnished and provided for use in any employment or place of employment, nor interfere in any way with the use thereof by any other person, nor shall any such employee interfere with the use of any method or process adopted for the protection of any employee in such employment or place of employment or frequenter of such place of employment, nor fail or neglect to do every other thing reasonable necessary to protect the life, health, safety or welfare of such employees or frequenters. (Extracted in part from the Wisconsin Industrial Commission statutes and provision).

w. The above safety rules are not meant to be inclusive nor do they supersede existing plant rules, which may imply stricter measures.

x. No employee shall be disciplined or discharged for refusing to work on a job if refusal is based on a reasonable claim that said job is not safe or might unduly endanger the employee’s health and safety.

y. $130.00 per person total, life of contract for the purchase of safety toe footwear.

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Reporting Violations

249 The reporting of violations will be conducted in the following manner: the supervisor will make out violation forms in quadruplicate, the supervisor will retain one (1) copy and send three (3) copies to the Health and Safety Coordinator. One completed copy will be sent to the Union.

Penalties

250 Penalties for the above violations will be as follows:

251 1ST VIOLATION: Violator will be presented with a violation slip, and instructed in accident prevention and warned against future violations.

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252 2ND VIOLATION: Violator will be presented with a violation slip and be suspended for a period of five (5) hours.

253 3RD VIOLATION: Violator will be presented with a violation slip and be suspended for a period of two (2) days.

254 4TH VIOLATION: Violator will be presented with a violation slip and will be suspended for a period of one (1) week.

255 SUBSEQUENT VIOLATIONS: Violators shall be subject to further disciplinary action including discharge.

256 The above penalties are based on cumulative violations within any one-year period.

General Safety Guides

257 Employees are not required or expected to take any risks from which they cannot protect themselves by care and judgment.

258 Employees are not to rely on the watchfulness of others, but must protect themselves when and where their own safety is involved.

259 In view of the possible effect on safety, no employee shall change any customary safety method or work without first consulting the supervisor.

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260 Learn the location of fire extinguishers in the work area and be familiar with their use and purpose.

First Aid

261 Trained first aid attendants will be provided at the facility. A list of authorized first aid attendants will be posted in a prominent place near each first aid office and will be revised as necessary, with a copy to the Union. First Aid Attendants will receive ten (.10) cents per hour for these duties.

Reporting Injuries

262 An employee shall not fail to report an injury immediately to their supervisor no matter how small it may seem. In case the supervisor is out of their department, the injured employee shall report the injury to the department steward or designated employee.

263 If it is necessary for an employee to go to the First Aid Room, they will notify their supervisor. In case of an injury requiring emergency attention, the employee should go to the First Aid Room immediately.

264 Medical attention for industrial injuries must be authorized by the Company prior to receiving attention, except in cases of emergency.

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Eye Protection

265 In line with the Company’s policy of providing the employee with a safe place in which to work, the Company will maintain a 100% comprehensive eye protection program.

266 The type of eye protection required to be worn by employees must meet ANSI standards. The Company will provide such eye protection to all employees. In addition, the Company will provide equipment for protecting the eyes from damage due to grinding, burnishing, arc welding, etc.

When Company Furnishes Prescription Glasses

267 In the event it is determined that an employee with seniority needs corrective lenses in their safety glasses due to near-far vision problems, the employee will furnish a copy of the prescription and the Company will pay the cost of the glasses as follows:

a. The Company pays

• 100% of the cost of basic single vision, bifocal, and trifocal lenses

• 100% of the cost of Basic or Group 1 frames

• 100% of the dispensing fee

• 100% of the cost of progressive lenses for all employees

b. The Employee pays

• 100% of the cost of miscellaneous lens options (transition, tints, coatings, etc.)

• 100% of charges for frame upgrades (frames other than Basic or Group 1)

• 100% of the eye exam charge (may be submitted to health insurance)

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268 When it becomes necessary to replace prescription lenses after the first pair, because of a change in prescription needs, the employee will furnish a copy of the prescription and the Company will pay the cost of the lenses, according to Paragraph 267.

269 When it is necessary to replace an employee’s prescription safety glasses because they are pitted to such an extent that they are no longer serviceable, the Company will pay for the cost of the new lenses (according to paragraph 190) if the employee has had the glasses for a period of more than two (2) years of working time. If the employee has had the glasses for less than two (2) years of working time, the Company will pay the cost of the new lenses unless there has been negligence on the part of the employee.

Damaged Glasses

270 Safety glasses damaged without the fault of the employee will be repaired or replaced at no cost to the employee; however, it will be the employee’s responsibility to maintain the glasses in acceptable condition and to replace them if they are lost, or if they are damaged through misuse or improper care.

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General

271 The Company will maintain adequate facilities for necessary minor repair of safety glasses. First aid attendants will perform these functions.

272 All prescription safety glasses will be purchased through the Company. (Any exceptions must be approved by the Health and Safety Coordinator.)

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ARTICLE XXIV - MISCELLANEOUS

Limitation on Supervisor Doing Bargaining Unit

Work

273 The policy of the Company is to have supervisor perform supervisory work. Supervisor and other non-bargaining unit employees of the Company shall not perform the work of employees in the bargaining unit other than for instructive purposes, or in case of emergencies, and when attempting to eliminate trouble on a job when employees who can eliminate the trouble or handle the emergency are not readily available, but the work so performed shall not take away any work from any employee.

Notices to Employees

274 All employees will be sent a notice to their address as it appears on the Company records. If it is necessary to contact an employee by telephone, the message will be given to the person answering the telephone. It is the employee’s responsibility to inform the Human Resources department of their current phone number and address.

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Physical Exam at Company Request

275 An employee will take a physical examination at Company expense upon the request of the Company. Before an employee is sent for such physical examination, the Company will inform the Union and discuss the reasons for the physical examination. The time spent for such an examination will be paid at the rate of straight time.

Wash Up Period

276 A three (3) minute wash up period before the stopping signal will be granted for fin press operators and also vacuum furnace operators to the extent that they have been working with graphite.

Posted Union Notices

277 The Shop Committee will submit to the Company all proposed notices prior to the posting on Company premises.

Educational Aid

278 An educational aid program will be made available to members of the bargaining unit.

Cellular Manufacturing and Quality Improvements

279 It is agreed between the Company and the Union that the parties will work together on the implementation of cellular manufacturing and quality improvement, and will meet whenever necessary to discuss issues relating to cellular manufacturing and quality improvement.

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Sub-Contracting:

280 In cases where competition, schedule or workload require the transfer of work to outside vendors, the Company will advise the Union of such need and the reasons for doing such prior to the sub-contracting.

Out of Town Assignments

281 The Company will inform the Shop Chairman when members of the bargaining unit have been sent on repair assignments outside La Crosse. Compensation while on such assignments will be based on the applicable provisions of the Fair Labor Standard Act and Chart Heat Exchangers travel policy.

282 The Chart Heat Exchangers policy presently provides that an employee traveling on Company business outside la Crosse will receive an additional 20% (or more for certain international trips) added to their earnings applicable to paid travel time and work performed on the trip with the exception of authorized time off before and/or after a trip, travel for purposes of the employee’s own training, and any trip completed within one day.

283 Employees are considered first shift employees for purposes of determining normal working and sleeping hours while traveling.

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284 Travel, including time outside normal working hours, will be compensated according to the Chart Heat Exchangers travel policy.

ITEMS FOR DISCUSSIONS

285 The Company and Union will discuss the following items should future conditions warrant:

a. Method for handling National Health Care should it be instituted.

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b. Catastrophic economic conditions creating hardships for either party.

ARTICLE XXV - STRIKES AND LOCKOUTS

No Strike - No Lockout

286 Since the procedures set forth in this Agreement provide the means for peaceable settlement of all differences, disputes, complaints, and grievances that may arise between the Company and the Union, it is agreed that, during the term of this Agreement, neither the Union nor any of its members shall authorize, encourage, or participate in any strike or slowdown, and that there shall be no lockouts by the Company.

Violation of Clause

287 In the event of an illegal, unauthorized or uncondoned strike, sit down, slowdown or interference with the operation by an employee or employees in violation of this Agreement, the Union will undertake all reasonable means at its disposal to terminate such action. Employees who participate in or are responsible for such violation may be discipline or discharged, and such discipline or discharge shall be subject to the grievance procedure except as to employees who do not terminate the violation promptly. The question of whether an employee

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participated in or had any responsibility for such violation shall in every case be subject to the grievance procedure. In the event that the Union, using immediate action, is unable to induce the employee or employees to terminate such unauthorized action, the Company will not hold the local Union or its officers or the International Union or its officers financially responsible therefor.

ARTICLE XXVI

SEVERANCE PACKAGE – PLANT CLOSING

288 In the case of the Plant Closing, the employees affected at the Chart Heat Exchangers Division in La Crosse, WI, will fall under the following guidelines:

289 Monetary Compensation as follows:

One (1) week of pay for every two (2) years of service up to a maximum of twelve (12) weeks. Years of service to be defined as no break in seniority.

290 Checks are to start one (1) week after said closing and will be paid on a weekly basis until pay entitlement is exhausted.

291 Insurance:

Paid in the same format (employee contribution) as if working during the paid severance period. Insurance benefits will remain in effect until the last day of the month following the last severance payment.

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ARTICLE XXVII

DURATION OF AGREEMENT

292 This Agreement shall remain in full force and effect until 11:59 p.m. on February 3, 2007 and on a year to year basis thereafter unless on or before December 5, 2006 (or in the event of a year to year extension, at least sixty (60) days prior to the Agreement expiration date), either the Company or the Union serves upon the other party a written notice of its desire to terminate this Agreement and negotiate a succeeding Agreement.

293 No other agreement can modify the terms of this Agreement unless entered into as a written amendment or supplement hereto.

294 It is understood that if any of the above articles or article or parts thereof, are in conflict with federal or state rulings, laws, or executive orders, such federal or state rulings, laws or executive orders shall apply.

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Agreed to this              day of             , 2004.

CHART HEAT EXCHANGERS, L.P.	LOCAL LODGE 2191 OF DISTRICT LODGE 66 OF THE INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS, AFL-CIO
/S/ JOHN ROMAIN	/S/ TOM O’HERON
/S/ JOEL A. GUBERUD	/S/ DENNIS A. GERKE
/S/ MAX C. GRAMLING	/S/ MARTIN L. CHRISTIANSON
/S/ PHIL A. HEIMBECKER	/S/ SCOTT T. PHILLIPS

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FREE STANDING AGREEMENT

LOCAL LODGE 2191 AND CHART HEAT EXCHANGERS

It is agreed; the company and Union will discuss the possibility of exceeding the Voluntary Shift Exchange Language [more than one (1) week] due to manpower moves.

As in the past, these discussions will take place to allow employees the opportunity to change shifts with other employees in excess of the limit stated in the current Labor Agreement.

This agreement is based on the additional requirements stated in the current Labor Agreement, Voluntary Shift Exchange [more than one (1) week], and mutual agreement between the Company and Union Shop Committee.

Any agreement to allow this to take place will be agreed to on a non-precedent basis.

It is recognized that the Company will have final say in decisions associated with the above stated language.

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DRUG AND ALCOHOL TESTING POLICY AND PROCEDURES

Purpose:

Chart Heat Exchangers is committed to providing and maintaining a safe, healthful and productive environment for all of its employees. An integral part of such an environment is a workforce free from individuals who are illegally and unsafely abusing drugs or alcohol. Therefore, it is in the best interest of the Company, its customers, and its employees to recognize that illegal drug use by employees would be a threat to the welfare and safety of Company personnel.

Policy:

Section 1.

It is the goal of this policy to eliminate or absolve illegal drug usage through education and rehabilitation of the affected personnel. The possession, use or being under the influence of alcoholic beverages or unauthorized drugs shall not be permitted at the Employer’s work site and/or while an employee is on duty.

Section 2. Pre-employment Testing:

As a precondition to obtaining employment with Chart Heat Exchangers to become Chart Heat Exchangers employees, all applicants, following a conditional offer of employment, must successfully complete a pre-employment physical

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examination by, in relevant part, testing negative through urinalysis or similar tests administered to detect the use or abuse of drugs and/ or alcohol. Such pre-employment testing bears a direct, material, and timely relationship to an applicant’s capacity to perform his or her duties safely and effectively.

Section 3. Informing Employees About Drug and Alcohol Testing:

All employees shall be fully informed of the Chart Heat Exchangers drug and alcohol testing policy. Employees will be provided with information concerning the impact of the use of alcohol and drugs on job performance. In addition, the employer shall inform the employees on how the tests are conducted, what the tests can determine and the consequence of testing positive for drug use. All newly hired employees will be provided with this information on their initial date of hire. No employee shall be tested before this information is provided to him/her. The Employer shall not discipline employees who voluntarily come forward and ask for assistance to deal with a drug or alcohol problem. Prior to any testing, the employee will be required to sign the attached consent and release form. No disciplinary action will be taken against an employee unless he/she refuses to sign the consent and release form, refuses to take a drug/alcohol test, refuses the opportunity for rehabilitation, fails to complete a rehabilitation program successfully, or again tests positive for drugs/alcohol within two (2) years of completing an appropriate rehabilitation program.

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Section 4. Employee Testing:

Employees shall not be subject to random medical testing involving urine or other similar or related tests for the purpose of discovering possible drug or alcohol abuse however, if objective evidence exists establishing probable cause to believe an employee’s work performance is impaired due to drug or alcohol abuse, the employer will require the employee to undergo a medical test consistent with the conditions set forth in this Policy. An employee that is ordered to participate in a drug and alcohol test shall have the right to consult with the Medical Review Officer, Treating Physician or Attending Physician following the testing process.

Section 5. Sample Collection:

The collection and testing of the samples shall be performed only by a laboratory and by a physician or health care professional qualified and authorized to administer and determine the meaning of any test results. The laboratory performing the test shall be one that is certified by the National Institute of Drug Abuse (NIDA). The laboratory chosen must be agreed to between the Union and the Employer. The laboratory used shall also be one whose procedures are periodically tested by the NIDA where they analyze unknown samples sent to an independent party. The results of employee’s tests shall be made available to the Medical Review Officer. Collection of urine samples shall

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be conducted in a manner, which provides the highest degree of security for the sample and freedom from adulteration. Recognized strict chain of custody procedures must be followed for all samples as set by NIDA. The Union and the Employer agree that security of the biological urine samples is absolutely necessary therefore the Employer agrees that if the security of the sample is compromised in anyway, any positive test shall be invalid and may not be used for any purpose.

Urine samples will be submitted as per NIDA Standards. Employees have the right for Union or legal counsel representative to be present during the submission of the sample.

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A split sample shall be reserved in all cases for an independent analysis in the event of a positive test result. All samples must be stored in a scientific acceptable preserved manner as established by NIDA. All positive confirmed samples and related paperwork must be retained by the laboratory for at least six (6) months or for the duration of any grievance, disciplinary action or legal proceedings whichever is longer. At the conclusion of this period, the paperwork and specimen shall be destroyed.

Tests shall be conducted in a manner to ensure that an employee’s legal drug use and diet does not affect the test results.

Section 6. Drug Testing:

The laboratory shall test for only these substances and within the limits for the initial and confirmation test as provided within the NIDA Standards. The initial test shall use an immunoassay, which meets the requirements of the Food and Drug Administration for commercial distribution.

Marijuana metabolites	50 ng/ml
Cocaine metabolites	300 ng/ml
Opiate metabolites	2000 ng/ml
Phencyclidine	25 ng/ml
Amphetamines	1000 ng/ml

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If initial testing results are negative, testing shall be discontinued, all samples destroyed and records of the testing expunged from the employee’s file. Only specimens identified as positive on the initial test shall be confirmed using gas chromatograph/mass spectrometry (GC/MS) techniques at the following listed cutoff values.

Marijuana metabolites	15 ng/ml
Cocaine metabolites	150 ng/ml
Opiates
Morphine	2000 ng/ml
Codeine	2000 ng/ml
Phencyclidine	25 ng/ml
Amphetamines
Amphetamine	500 ng/ml
Methamphetamine	500 ng/ml

If confirmatory testing results are negative all samples shall be destroyed and records of the testing expunged from the employee’s file.

1. If immunoassay is specific for free morphine the initial test level is 25 ng/ml

2. Delta-9-tetrahydrocannabinol-9-carboxylic acid

3. Benzoylecgonine

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Section 7. Alcohol Testing:

A Breathalyzer or similar test equipment shall be used to screen for alcohol. An initial positive alcohol level shall be, .04 grams per 210L of breath. If initial testing results are negative, testing shall be discontinued, all samples destroyed and records of the testing expunged from the employee’s file. Sampling handling procedures, as detailed in Section 4, shall apply.

Section 8. Medical Review Officer:

The Medical Review Officer shall be chosen and agreed upon between the Union and the Employer and must be a licensed physician with a knowledge of substance abuse disorders. The Medical Review Officer shall be familiar with the characteristics of drug tests (sensitivity, specificity, and predictive value), the laboratories running the tests and the medical conditions and work exposures of the employees. The role of the Medical Review Officer will be to review and interpret the positive test results. The Medical Review Officer must examine alternate medical explanations for any positive test results. This action shall include conducting a medical interview with the affected employee, review of the employee’s medical history and review of any other relevant biomedical factors. The Medical Review Officer must review all medical records made available by the tested employee when a confirmed positive test could have resulted from legally prescribed medication.

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Section 9. Laboratory Results:

The laboratory will advise only the employee and the Medical Review Officer of any positive results. The results of a positive drug or alcohol test can only be released to the Employer by the Medical Review Officer once he has completed his review and analysis of the laboratory’s test. The employer will be required to keep the results confidential and it shall not be released to the general public.

Section 10. Testing Program Costs:

When the Company has proven a probable cause to believe that an employee is under the influence of a substance, which is impairing job performance, the employee will be immediately placed on a mandatory leave of absence from work, for the remainder of the shift involved, and sent for a drug/alcohol test. The employee will report to work at the start of the next regular shift. The Company will pay the employee for all hours (to include overtime hours) missed from work due to the mandatory leave of absence upon receipt of verification of a negative substance test. If the result of the substance test is positive, the Company will not pay the employee for any hours missed from work due to the mandatory leave of absence.

For all costs associated with drug and alcohol testing, the Company will pay the medical testing facility and Medical Review Officer.

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Section 11. Transportation:

The Company will provide transportation, at its expense, through a local taxi service to the medical facility conducting the substance test. Both Management and the Union reserve the right to have a representative accompany the employee to the testing facility.

The Company will provide transportation, at its expense, through a local taxi service from the medical testing facility to the employee’s home and their return to work the following day through a local taxi service. In no instance will the employee be permitted to drive himself or herself home.

Section 12. Rehabilitation and Offenses and Penalties Program:

Any employee may voluntarily enter rehabilitation without a requirement for prior testing. Employees who enter a program on their own initiative shall not be subject to testing. The treatment and rehabilitation shall be paid for by the medical benefits plan, in which the employee participates, to the extent provided by the plan. Employees who have chosen to opt out of the Company’s Health Insurance Plans will first, apply for benefits under the plan that covers them and secondly, be covered by the company if benefits are not provided by another plan.

Any employee, who tests positive the first time shall be medically evaluated, counseled and treated for rehabilitation as recommended by an E.A.P. Counselor. Employees who complete a rehabilitation program can be re-tested randomly at least once every quarter for the following six

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(6) months, if an employee tests positive a second time during the six (6) month period, they shall be subject to a disciplinary action. The employee will be reevaluated by an E.A.P. Counselor to determine if the employee requires additional counseling or treatment. The employee will also receive a last chance agreement. If the employee does not sign the last chance agreement, he/she will be subject to disciplinary action up to and including dismissal. If the employee tests positive a third time during this subsequent six (6) month period, he/she will be dismissed from his/her position with Chart Heat Exchangers.

Section 13. Duty Assignment After Treatment:

Once an employee successfully completes rehabilitation, they shall be returned to their regular duty assignment. Once treatment and any fol1ow-up care is completed, and two (2) years have passed since the employee entered the program, the employee’s personnel file shall be purged of any reference to his/her drug or alcohol problem.

Section 14. Right of Appeal:

The employee has the right to challenge the results of the drug or alcohol tests and any discipline imposed in the same manner that any of the employer actions under the terms of this agreement is grievable.

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Section 15. Union Held Harmless:

This drug and alcohol-testing program was initiated at the request of the employer. Chart Heat Exchangers assumes sole responsibility for the administration of this policy and shall be solely liable for any legal obligations and costs arising out of the provision and/or application of this policy relating to drug and alcohol testing. The Union shall be held harmless for the violation of any worker rights arising from the administration of the drug and alcohol-testing program.

Section 16. Changes in Testing Procedures:

The parties recognize that there may be improvements in the technology of testing procedures, which provide more accurate testing. In that event, the party’s shall bargain in good faith whether to amend this procedure to include such improvements.

Section 17. Conflict With Other Laws:

This article is in no way intended to supersede or waive any constitutional or other rights that the employee may be entitled to under Federal, State or Local Statutes.

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Section 18. Non-Workplace Drug Related Convictions:

Any employee who is convicted of an illegal drug-related crime (does not apply to ordinance violations) shall notify the Company immediately of such convictions. For the purpose of this Policy, a “conviction” means finding of guilt (including a plea of nolo contendere) or imposition of sentence, or both, by any judicial body with the responsibility to determine violations of federal, state or local criminal statutes. Information concerning any such conviction for violation of any statute based upon conduct occurring away from the Company’s premises and outside work time shall not be a basis for imposing discipline under the collective bargaining agreement or for requiring probable cause testing without the observation required by this Policy.

Section 19. Diversion Agreement:

Any employee who accepts a diversion agreement, wherein the employee pleads guilty to an offense but, the guilty plea is not accepted by the court if certain conditions are met within a prescribed time line, will be required to notify the Company under this policy if and when the employee’s guilty plea is accepted because of the employee’s failure to meet the set conditions.

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Section 20. Training:

The training of Company and Union representatives shall be from a formal training program endorsed by a local Hospital and/or Law Enforcement Agency in detecting signs and symptoms of substance abuse through speech, breath odor and conduct which indicates the need for testing.

The Company and Union will have an equal number of people trained to recognize individuals under the influence of drugs and/or alcohol. It remains the responsibility of the Company to determine testing of employees.

Section 21. Confidentiality:

The Company will designate an official who will be responsible for receiving and maintaining records regarding all substance tests administered under this Policy. These records shall be maintained in separate files from routine personnel files and the Company shall limit access to those specifically authorized management personnel listed below. The Company will conduct the Policy in a manner calculated to preserve the employee’s privacy and dignity.

In the event a grievance is filed as a result of a positive substance test, the Company shall obtain from the laboratory its records relating to the drug test and, if necessary, any record which might be in the possession of the Medical Review Officer. The Company shall provide copies of all information to the Union, provided that the employee authorized the release of the medical records. The Union and the Company shall confer and adopt a mutually acceptable release form.

Human Resources Manager	Date
Manager of Manufacturing	Date

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The Union reserves the right to grieve and/or arbitrate:

The Union reserves the right to grieve and/or arbitrate any or all of this Policy if it is deemed necessary as determined by the Union.

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CONSENT and RELEASE FORM for Drug/Alcohol Test Program

I acknowledge that I have received a copy of, have been duly informed, and understand the Chart Heat Exchangers drug and alcohol testing policy and procedures. I have been provided with the information concerning the impact of the use of alcohol and drugs in the work place. In addition, I have been informed on how the tests are conducted, what the test can determine and the consequence of testing positive for drug/alcohol use.

I have been informed of Chart Heat Exchangers Employee Assistance Program (EAP). I understand that if I voluntarily come forward and ask for assistance to deal with a drug or alcohol problem through EAP, that, I will not be disciplined by the employer.

I understand how drug/alcohol tests are collected and further understand that there are medical tests that are conducted under the auspices of a Medical Review Officer (MRO). I understand that the MRO will review and interpret any positive test results, and that I will have an opportunity to be interviewed by the MRO to review my status, my medical history and any relevant biomedical factors prior to Chart Heat Exchangers being informed whether I passed or failed the test.

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I understand that a confirmed positive drug or alcohol test will result in my referral to Chart Heat Exchangers EAP and that I will be required to complete a rehabilitation program. No disciplinary action will be taken against me unless I refuse to sign this consent and release form, refuse to take a drug/alcohol test, refuse the opportunity for rehabilitation, fail to complete a rehabilitation program successfully, or again test positive for drugs/alcohol within two (2) years of completing an appropriate rehabilitation program. I understand that such disciplinary action, as described herein, may include dismissal from Chart Heat Exchangers.

A copy of this form shall be provided to Local Lodge No.2191.

I,                     , hereby consent and willingly submit to drug and alcohol testing, as stated above, to be performed upon me and hereby authorize the Medical Review Officer to review such tests. I further agree to have released, any positive test results and/or confirmation that the test was performed to Chart Heat Exchangers, through its Human Resource Manager.

Signature of Employee	Date
Witness	Date

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LAST CHANCE AGREEMENT

It is the policy of Chart Heat Exchangers to maintain a work environment for all its employees that is conducive toward maximum safety and optimum work standards. In application of this policy, the use or possession, and/or sale of drugs by an employee is prohibited. Having detectable amounts of alcohol/drugs in your body while on Company premises is also prohibited.

It is the policy of Chart Heat Exchangers to take action whenever alcohol and/or drugs are detected through urinalysis/drug testing. Under such circumstances, the employee will be subject to disciplinary action up to and including immediate discharge, as outlined in the Chart Heat Exchangers substance abuse policy.

On                     , you tested positive for drugs and/or alcohol for the second time. The Company will provide you with an opportunity to rehabilitate yourself. The Company has agreed to provide you with a leave of absence, if necessary, for your rehabilitation.

If you elect to participate in and successfully complete a rehabilitation program, the Company is prepared to allow you to continue employment under the following conditions:

1. You must successfully complete the rehabilitation program, including any recommended follow-up and provide the Company with reports with regard to your attendance and your completion of such programs. A plan of action must be agreed upon before hand.

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2. You agree, by your signature below, that your representatives of the Employees Assistance Program and rehabilitation program are authorized to release to Chart Heat Exchangers information related to your attendance and progress in an approved treatment and rehabilitation program.

3. You will not possess, use, sell, or be under the influence of drugs and/ or alcohol on company premises or during work hours at any time in the future.

4. You agree that the Company may require you to be tested for the presence of alcohol and/ or drugs in your system at any time for any reason or for no reason at all in the next six (6) months. Such tests will be conducted by a medical testing facility using any appropriate testing procedure. If you are requested to take such an examination and refuse to take the examination or test positive, you agree that you will be immediately terminated.

In accepting the terms of this Last Chance Agreement, you agree that if you fail to live up to any of the terms of this agreement, you will immediately be terminated. No excuses will be accepted for not meeting the terms of this agreement.

Human Resources Manager Date

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I have read and been given a copy of this Last Chance Agreement. I have been informed that I should review this agreement with an attorney before I sign it. I understand that this is my last chance to keep my job and that if I violate this agreement I will be terminated.

Employee Date

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EX-10.19

Exhibit 10.19

AGREEMENT

Between

CHART DISTRIBUTION AND STORAGE GROUP

CHART INDUSTRIES, INC.

Plaistow, New Hampshire

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:

8/30/03 through 8/25/06

ARTICLE INDEX

		PAGE
I.	Union Recognition	1
II.	Function of Management	1
III.	Relationship	1
IV.	Definitions	2
V.	Non-Discrimination	2
VI.	New – Temporary Employees	2
VII.	Union Security	3
VIII.	Payroll Deduction of Union Dues	3
IX.	Work Schedules	4
X.	Job Openings	5
XI.	Job Classifications	5
XII.	Shift Operations	5
XIII.	Wages	6
XIV.	Overtime	7
XV.	Holidays	9
XVI.	Vacation	10
XVII.	Hospitalization, Medical & Dental	12
XVIII.	Pension	14
XIX.	Safety & Sanitation – First Aid	14
XX.	Seniority, Layoff	16
XXI.	Attendance	17
XXII.	Disciplinary Action	18
XXIII.	Grievance Procedure	19
XXIV.	Arbitration	20
XXV.	Union Representatives	20
XXVI.	Sub-Contracting	21
XXVII.	Maintenance of Work Operations	22
XXVIII.	Information to the Union	22
XXIX.	401(k) Savings and Investment Program	23
XXX.	Profit Sharing	23
XXXI.	Severance Pay	25
XXXII.	Contract Limitations	25
Signature Page		27
Appendix A. Training Program		28
Schedule A. Notes		29
Schedule B. Wage Rates		30

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ARTICLE INDEX ALPHABETICALLY BY TOPIC		PAGE
401(k) Savings and Investment Program	Article XXIX	23
A
Arbitration	Article XXIV	20
Attendance	Article XXI	17
B
Bereavement Benefit	Article VIII, (Sec. 9)	6
C
Contract Limitations	Article XXXII	25
D
Definitions	Article IV	2
Dental, Medical and Hospitalization	Article XVII	12
Disciplinary Action	Article XXII	18
E
Employees, New And Temporary	Article VI	2
F
First Aid Safety and Sanitation	Article XIX	14
Function of Management	Article II	1
G
Grievance Procedure	Article XXIII	19
H
Holidays	Article XV	9
Hospitalization, Medical And Dental	Article XVII	12
I
Information to the Union	Article XXVIII	22

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ARTICLE INDEX ALPHABETICALLY BY TOPIC		PAGE
J
Job Classifications	Article XI	5
Job Openings	Article X	5
L
Layoff – Seniority	Article XX	16
M
Maintaining of Work Operations	Article XXVII	22
Management, Function of	Article II	1
Medical, Hospitalization And Dental	Article XVII	12
N
New and Temporary Employees	Article VI	2
Non-Discrimination	Article V	2
Notes	Schedule “A”	29
O
Overtime	Article XIV	7
P
Payroll Deductions of Union Dues	Article VIII	3
Pension	Article XVIII	14
Premium Machines	Schedule “A”	29
Profit Sharing	Article XXX	23
R
Relationship	Article III	1
Representatives, Union	Article XXV	20
S
Safety & Sanitation First Aid	Article XIX	14
Security, Union	Article VII	3

iii

ARTICLE INDEX ALPHABETICALLY BY TOPIC		PAGE
S
Seniority – Layoff	Article XX	16
Severance Pay	Article XXXI	25
Shift Operations	Article XII	5
Signature Page		27
Sub-Contracting	Article XXVI	21
T
Table of Contents		I
Training Program	Appendix A	28
U
Union Recognition	Article I	1
Union, Information to	Article XXVIII	22
Union – Representatives	Article XXV	20
Union Security	Article VII	3
Union Dues, Payroll Deduction of	Article VIII	3
V
Vacation	Article XVI	10
W
Wages	Article XIII	6
Wage Rates, Union	Schedule “B”	30
Work Schedules	Article IX	4
Work Operations, Maintaining of	Article XXVII	22

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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

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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.

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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.

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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.

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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.

ARTICLE XI

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. An employee may request a Shop Committee hearing after three (3) months in a job outside of his classification if unsatisfied with the work. The Company will work with the individual to satisfy his concerns and will transfer him back to their classification no more than two (2) months after the hearing.

ARTICLE XII

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.

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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 XIII

WAGES

Section 1. The first year of the Agreement, effective September 1, 2003 through August 27, 2004, base wages will be increased 2.5%/hr. across the board.

The second year of the Agreement, effective August 28, 2004 through August 26, 2005, base wages will be increased 2.5%/hr. across the board.

The third year of the Agreement, effective August 27, 2005 through August 25, 2006, base wages will be increased 2.5% 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 (9/03) is $0.36/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.

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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 XIV

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.

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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 all hours so worked. Unexcused time off which results in the employee working fewer than eight (8) hours will result in the other-than-regular-shift hours being paid at straight time. Excused time off for Union business or vacation will not affect the time and one-half rate for such time.

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.

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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 XV

HOLIDAYS

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

HOLIDAY	2003	2004	2005	2006
New Year’s Day	Jan 1	Jan 1	Dec 31st	Jan. 2
Washington’s Birthday	Feb 17	Feb 16	Feb 21 **	Feb. 20 **
Memorial Day	May 26	May 31	May 30	May 29
Independence Day	July 4	July 5	July 4	July 4
Labor Day	Sept. 1	Sept. 6	Sept. 5
Columbus Day	Oct. 13	Oct. 11	Oct. 10 **
Veterans’ Day	Nov. 11	Nov. 11	Nov. 11
Thanksgiving Day	Nov. 27	Nov 25	Nov. 24
Day After Thanksgiving	Nov. 28	Nov 26	Nov. 25
Day Before (or after) Christmas	Dec. 26	Dec 27.	Dec. 23
Christmas Day	Dec. 25	Dec. 24	Dec. 26
Floating Holiday	—	—	—

** Dates are estimated at time of print.

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 preceeding; 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.

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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 XVI

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.

Effective 7/1/02, The vacation “year” is based upon the employee’s seniority date/employment anniversary.

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/employment anniversary as outlined below in Section 1 (c) and Table II.

(c) Employees who will have accrued seniority of six (6) years 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.

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

(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.

TABLE I
Seniority (Years)	Number of 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
TABLE II
Seniority (Years)	Number of Vacation Days
6	11
7	12
8	13
9	14
10	15
16	16
17	17
18	18
19	19
20	20

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.

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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 XVII

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.

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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. Company paid, equivalent 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 60% of the base wage with a minimum of $180/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 XVIII

PENSION

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

$.90/hr for 2003

$1.00/hr for 2004

$1.05/hr for 2005

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

ARTICLE XIX

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.

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

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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.

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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 XX

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.

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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 and transfer into such position. Their seniority will then be reduced by an equal amount of time that such employee holds a Managerial position.

3a) In the event that employees who have transferred into a managerial position return to the bargaining unit, they shall return to the job classification held at the time of the transfer, providing they have the seniority to do so. He/she will be placed on layoff status but will be permitted to bid on any job opening(s) that may be available.

3b) Should the employee elect to return to the bargaining unit within six months of transferring to a Managerial position, no loss of seniority will be incurred.

3c) Employees accepting Managerial positions prior to September 1, 2002 will have their shop seniority frozen on the date they accepted and were transferred into such position with no further reduction.

ARTICLE XXI

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.

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Excessive Tardiness: For each tardiness occurrence in excess of four (4) 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 XXII

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.

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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 XXIII

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.

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ARTICLE XXIV

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 XXV

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.

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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 XXVI

SUB-CONTRACTING

Section 1. Except as provided in Section 2 below, the Company shall not sub-contract work out normally performed by the bargaining unit when men and machines are available to do the work.

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Section 2. In the event the Company determines that meaningful cost savings and enhanced profitability would result from subcontracting a component currently produced in-house, it will notify the Union and request it’s cooperation in reaching an agreement to achieve the proposed result. The parties will meet and confer in good faith within fifteen (15) calendar days of the Company’s notice in an effort to reach agreement on the proposal. If the parties mutually agree that the proposed subcontracting is in the overall best interest of the bargaining unit and the Company, the Company may subcontract the work. If there is no agreement, the proposal will not be implemented.

ARTICLE XXVII

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 XXVIII

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.

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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 XXIX

401(k) SAVINGS AND INVESTMENT PROGRAM

A 401(k) Savings and Investment 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 made in Chart stock.

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

ARTICLE XXX

PROFIT SHARING

Pursuant to Bargaining Amendment dated April 11, 2001, 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.

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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	4	%
	> $2,500,000	5	%

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
	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, 2002 profit sharing would be paid on or before February 15, 2003.

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.

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ARTICLE XXXI

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

4 week’s wages 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 XXXII

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

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.

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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 be come effective as of the 30th day of August, 2003, and continue in effect through August 25, 2006, 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.

EXECUTED THIS                 DAY OF                     .

CHART DISTRIBUTION AND STORAGE GROUP – PLAISTOW, NH

By:

By:

By:

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

By:

By:

By:

By:

By:

By:

By:

By:

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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.

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 29, 2003, 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.

Concerning those individuals who were part of the Bargaining unit on or before the Contract amendment of April 11, 2001 and employed in “Semi-Skilled” Manufacturing classifications as set forth in such amendment, the Company will review each individuals desire to train and work in a “Skilled Manufacturing” classification. If the individual shows interest in pursuing such training, the Company will initiate the cross training providing there is a good probability that these additional skills will be utilized in the foreseeable future.

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SCHEDULE “A”

NOTES:

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

Leadmen receive one dollar ($1.00) 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.

Confined space work where a permit is required shall carry a two dollar ($2.00) per hour premium for the individual entering the manway, for hours worked performing this operation.

Glass Bead Sandblasting shall carry a one dollar ($1.00) per hour premium while the employee is so engaged.

Fifty cent ($.50) per hour premium will apply while “Weld Tech” duties are being performed as set forth by the Weld Lab Engineer.

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 ($0.25) per hour.

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

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Schedule "B"

Union Wages

	9/1/2003				8/30/2004				8/29/2005
	Min		Max		Min		Max		Min		Max
All Around Fill-In Machinist	$	15.02	$	19.72	$	15.40	$	20.21	$	15.78	$	20.72
All Around Machinist	$	14.24	$	19.10	$	14.60	$	19.58	$	14.96	$	20.07
Chief Storekeeper	$	13.76	$	17.65	$	14.10	$	18.09	$	14.46	$	18.54
Combination Welder	$	14.24	$	19.10	$	14.60	$	19.58	$	14.96	$	20.07
Fitter Mechanic	$	14.24	$	19.10	$	14.60	$	19.58	$	14.96	$	20.07
General Helper	$	8.43	$	16.14	$	8.64	$	16.54	$	8.86	$	16.96
Inspector	$	13.76	$	19.10	$	14.10	$	19.58	$	14.46	$	20.07
Machine Operator BR&S	$	13.83	$	17.65	$	14.18	$	18.09	$	14.53	$	18.54
Machine Operator MS	$	13.55	$	16.82	$	13.89	$	17.24	$	14.24	$	17.67
Machine Operator-Other	$	14.24	$	18.02	$	14.60	$	18.47	$	14.96	$	18.93
Maintenance Electrician	$	14.24	$	19.10	$	14.60	$	19.58	$	14.96	$	20.07
Maintenance Mechanic	$	14.24	$	19.10	$	14.60	$	19.58	$	14.96	$	20.07
Material Handler	$	13.55	$	16.82	$	13.89	$	17.24	$	14.24	$	17.67
Painter	$	13.83	$	17.65	$	14.18	$	18.09	$	14.53	$	18.54
Perliter	$	8.43	$	16.14	$	8.64	$	16.54	$	8.86	$	16.96
Pipefitter Welder	$	14.24	$	19.10	$	14.60	$	19.58	$	14.96	$	20.07
Radiographic Technician	$	13.76	$	19.10	$	14.10	$	19.58	$	14.46	$	20.07
SandBlaster	$	13.83	$	17.65	$	14.18	$	18.09	$	14.53	$	18.54
Storekeeper	$	13.55	$	16.82	$	13.89	$	17.24	$	14.24	$	17.67
Test Technician	$	13.76	$	19.10	$	14.10	$	19.58	$	14.46	$	20.07
Truck Driver	$	13.76	$	17.65	$	14.10	$	18.09	$	14.46	$	18.54
Welder	$	13.83	$	18.74	$	14.18	$	19.21	$	14.53	$	19.69
Welder Fitter	$	14.52	$	19.37	$	14.88	$	19.85	$	15.26	$	20.35

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EX-10.20

Exhibit 10.20

FINAL SETTLEMENT AGREEMENT AND TERMINATION OF BARGAINING

RELATIONSHIP

RECITALS

Chart Industries, Inc. (“Chart”) for several years has operated a manufacturing facility in Plaistow, New Hampshire. The International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers Local Lodge No. 752 of the AFL-CIO (“the Union”) has been the exclusive bargaining representative of Chart’s production and maintenance employees at the Plaistow facility. Chart and the Union currently are party to a collective bargaining agreement for the term of August 26, 2003 through August 25, 2006. Chart desires to permanently close the Plaistow facility, thereby terminating its relationship with the Union and the employment relationship with the Union’s members working there.

TERMS OF AGREEMENT

1. This Final Settlement Agreement And Termination of Relationship (“Agreement”) is entered into by and between the Union and its current and former officers, directors, trustees, agents, representatives and members and its parent, predecessor, successor and assigned organizations, and Chart and its past and present parents, subsidiaries, predecessors, successors, assigns, affiliates, divisions, operations, insurers, owners, officers, directors, shareholders, employees, agents and representatives (collectively, “the Parties”).

2. In consideration for the promises set forth herein, the Parties agreed to the terms and conditions as set forth in the attached Appendix “A”

3. In exchange for the consideration set forth in paragraph 2 above and the remainder of the terms and conditions set forth in this Agreement, as it applies to the particular employees who will be terminated, the sufficiency of which is acknowledged and has been received, the Parties further agree to the following:

a. The Union agrees to work expeditiously to resolve all grievances, if any, filed prior to the closing according to the collective bargaining agreements and the Extension.

b. The Union agrees and represents that there are no unfair labor practice charges pending and is unaware of any facts or circumstances that would support an unfair labor practice charge.

c. The Union agrees not to file or make any demands, charges, claims, actions or lawsuits of any kind against the Plaistow facility after closure, nor will the Union encourage, assist, advise or represent any individual organization or entity in accomplishing the same unless required by a court of law.

d. The Union acknowledges that except for the consideration set forth in paragraph 1 above, Chart does not owe the Union any other monies, dues or service fees arising out of the Parties’ past or present collective bargaining agreements or supplements, the Parties relationship or the termination of that relationship as related to the Plaistow facility and clearly, unmistakably, and with full knowledge specifically waives any claims with respect to any such monies, dues or service fees and releases Chart from any such claims by the Union.

e. The Union agrees that if it takes any action inconsistent with this Agreement, Chart may use this Agreement as an absolute contractual bar to such action.

4. The Union agrees and acknowledges that it has examined a copy of the notice Chart will give to the Union (and through to Union to its members), attached as Exhibit B, has reviewed Chart’s plan for providing this notice, and acknowledges that if the notice is given in the form provided and in accordance with the schedule presented, it will be appropriate and timely notice under the federal and Worker Adjustment and Retraining Notification Act regarding the employment loss and terminations associated with the closing of the Plaistow facility.

5. To the extent Chart was required to do so by law, the Union acknowledges that Chart and the Union bargained, in good faith, over Chart’s decision to close its Plaistow facility and the effects of said decision. The Parties agree that this Agreement is the direct product of those negotiations.

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6. The Union acknowledges that it is unaware of any workers’ compensation claim by any of its members against Chart’s Plaistow facility, which has not already been reported.

7. The Union acknowledges that to the best of the knowledge and belief of the Local Union officers and the International Union, as of the execution date of this Agreement Chart has made all required contributions to the Boilermakers Pension Fund and Chart’s 401(k) plan that have been required to date, and clearly and unmistakably and with full knowledge, waives any claims to such contributions and releases Chart from any such claims, provided however, this release will not apply to (a) any contributions subsequently determined to be due and owing as the result of the discovery of incomplete, inaccurate or erroneous reports submitted to the Pension Fund by Chart or (b) to any pension fund withdrawal liability, if any, which will be separately determined between Chart and the Pension Fund.

8. The Parties agree that the provisions of the collective bargaining agreement for the term of August 26, 2003 through August 25, 2006 and any supplements thereto are terminated and dissolved effective immediately at the close of business on the day that the final bargaining unit employee is terminated, and that except for administration of this Agreement, the relationship between the Union and Chart is terminated. If between the date of this Agreement and August 25, 2006 Chart reopens the Plaistow facility and resumes there the same production operation, it will recognize the union as the collective bargaining agent for its Plaistow production and maintenance employees and will execute a new collective bargaining agreement containing provisions identical to that terminated by this Agreement.

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9. Nothing in this Agreement is intended to be, nor shall be construed as, an admission of any breach, violation or wrongdoing by either Party with respect to any contract or local, state or federal ordinance, statute or common law.

10. If any provision of, or portion thereof, this Agreement is found to be unenforceable, illegal or void by a court or agency of competent jurisdiction, the other provisions, or the remainder of the unenforceable, illegal or any provision of this Agreement, shall remain valid and fully enforceable, and the court or agency shall interpret the remaining provisions, or insert such other terms, to effectuate the Parties’ intent.

11. This Agreement and the Extension set forth the entire agreement between the Parties concerning the subject matter herein and fully supersede any and all prior discussions, offers, negotiations, representations, letters, agreements or understandings between the Parties concerning the subject matter herein.

EXECUTED AT                                                       THIS                      DAY OF                     , 2004:

INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON SHIP BUILDERS, BLACKSMITHS, FORGERS AND HELPERS LOCAL LODGE NO. 752 OF THE AFL-CIO	CHART INDUSTRIES, INC.
By:	By:
By:	Its
By:
By:
By:
By:
By:
By:

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EX-14.1

Exhibit 14.1

CHART INDUSTRIES, INC.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

This code of ethics (the “Code”) applies to the senior financial officers of Chart Industries, Inc. (the “Company”), including the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller, or persons performing similar functions (collectively, “Senior Financial Officers”). The Company’s Senior Financial Officers shall (absent a waiver from the Company’s Board of Directors after full disclosure) to the best of their knowledge and ability adhere to and advocate the following principles and responsibilities governing their professional and ethical conduct. The failure to adhere to the Code will result in the disciplinary action deemed appropriate by the applicable supervisory personnel or by the Company’s Board of Directors, which may include termination of employment. Senior Financial Officers shall:

• Act in an ethical manner with honesty and integrity.

• Ethically handle all actual or apparent conflicts of interest between personal and professional relationships.

• Endeavor to provide information that is full, fair, accurate, timely, and understandable in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and other public filings or communications made by the Company.

• Endeavor to faithfully comply with all applicable laws, rules and regulations of federal, state and local governments, and all applicable private and public regulatory agencies.

• Not knowingly or recklessly misrepresent material facts or allow their independent judgment to be compromised.

• Not use confidential information acquired in the course of their employment for personal advantage.

• Promptly report to the Audit Committee any violation or suspected violation of the Code.

Each Senior Financial Officer is expected to adhere at all times to this Code. Only the Board of Directors shall have the authority to approve any waiver for a material departure from any provision of this Code. Any waiver, including to whom it was granted and the date thereof, and the reasons for it shall be disclosed within four business days in a filing on Form 8-K with the SEC or, subject to the conditions established by the SEC, posted on the Company’s website at www.chart-ind.com.

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT AND JURISDICTION

OF INCORPORATION OR ORGANIZATION

Caire, Inc.	Delaware
Chart Asia, Inc.	Delaware
Chart Australia Pty LTD	Australia
Chart Biomedical Limited	U.K.
Chart Cryogenic Equipment (Changzhou) Co., Ltd.	China
Chart Cryogenic Equipment (Zhangjiagang) Co., Ltd.	China
Chart Europe GmbH	Germany
Chart Heat Exchangers Limited	U.K.
Chart Heat Exchangers Limited Partnership	Delaware
Chart Inc. (1)	Delaware
Chart International, Inc. (1)	Delaware
Chart International Holdings, Inc.	Delaware
Chart Leasing, Inc. (1)	Ohio
Chart Management Company, Inc. (1)(2)	Ohio
Coastal Fabrication, LLC	Delaware
CoolTel, Inc.	Delaware
Ferox A.S.	Czech Republic
Ferox GmbH	Germany
GTC of Clarksville, LLC	Delaware
NexGen Fueling, Inc.	Delaware

⁽¹⁾ Direct subsidiary of Registrant. All other subsidiaries are indirect subsidiaries of the Registrant.

⁽²⁾ General partner for Chart Heat Exchangers Limited Partnership, a Delaware limited partnership.

EX-31.1

Exhibit 31.1

Certifications

I, Samuel F. Thomas, Chief Executive Officer of Chart Industries, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of Chart Industries, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have:

a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ Samuel F. Thomas
	Samuel F. Thomas Chief Executive Officer and President
Dated: March 30, 2004

EX-31.2

Exhibit 31.2

Certifications

I, Michael F. Biehl, Chief Financial Officer of Chart Industries, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of Chart Industries, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have:

a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ Michael F. Biehl
	Michael F. Biehl Chief Financial Officer, Chief Accounting Officer and Treasurer
Dated: March 30, 2004

EX-32.1

Exhibit 32.1

Certification

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Chart Industries, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-K.

Dated: March 30, 2004	/s/ Samuel F. Thomas
	Samuel F. Thomas Chief Executive Officer and President

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

EX-32.2

Exhibit 32.2

Certification

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Chart Industries, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Company’s Annual Report on Form 10-K for the year ended May 31, 2003 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-K.

Dated: March 30, 2004	/s/ Michael F. Biehl
	Michael F. Biehl Chief Financial Officer, Chief Accounting Officer and Treasurer

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