CHART INDUSTRIES INC (Form: S-1/A, Received: 07/11/2006 06:02:57)

As filed with the Securities and Exchange Commission on July 10, 2006

Registration No. 333-133254

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 4

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Delaware	3443	34-1712937
(State of Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

One Infinity Corporate Centre Drive

Suite 300

Garfield Heights, Ohio 44125-5370

Tel.: (440) 753-1490

Fax: (440) 753-1491

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew J. Klaben, Esq.

Vice President, General Counsel and Secretary

One Infinity Corporate Centre Drive

Suite 300

Garfield Heights, Ohio 44125-5370

Tel.: (440) 753-1490

Fax: (440) 753-1491

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:


Edward P. Tolley III, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 Tel.: (212) 455-2000 Fax: (212) 455-2502		James S. Scott Sr., Esq. Michael Benjamin, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022-6069 Tel: (212) 848-4000 Fax: (212) 848-7179

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE




		Proposed Maximum	Proposed Maximum
Title of Each Class of	Number of Shares	Offering Price per	Aggregate Offering	Amount of
Securities to be Registered	to be Registered(1)	Share(2)	Price(2)	Registration Fee(3)

Common stock, par value $0.01 per share	14,375,000	$21.00	$301,875,000	$32,300.63


(1)	Includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock.

(2)	Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended (the “Securities Act”).


(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued , 2006

12,500,000 Shares

Chart Industries, Inc.

Common Stock

Chart Industries, Inc. is offering shares of its common stock. All of the shares of common stock are being sold by us. We intend to use approximately $25.0 million of the net proceeds from the sale of the shares being sold in this offering to repay certain of our indebtedness and approximately $208.8 million of the net proceeds to pay a dividend to our stockholders existing immediately prior to this offering, consisting of affiliates of First Reserve and certain members of our management.

This is our initial public offering and no public market currently exists for our common stock. We anticipate that the initial public offering price will be between $19.00 and $21.00 per share. We have applied to have our common stock approved for quotation on the Nasdaq National Market under the symbol “GTLS.”

The underwriters have the option to purchase up to an additional 1,875,000 shares of our common stock from us at the initial public offering price, less the underwriting discount to cover over-allotments. We intend to use the proceeds we receive from any shares sold pursuant to the underwriters’ over-allotment option to pay an additional dividend to our existing stockholders.

Investing in the common stock involves risks. See “Risk Factors” beginning on page 13.

Initial Public

Underwriting

Proceeds, before

Offering Price

Discount

expenses, to us

Per Share

Total

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2006.


Morgan Stanley	Lehman Brothers	UBS Investment Bank

Natexis Bleichroeder Inc.

Simmons & Company

International

Howard Weil Incorporated

, 2006

Darwin LNG liquefaction facility in Northern Territory, Australia,

including Chart vacuum-insulated pipe and

vacuum-insulated pipe riser modules for large storage tanks

Chart brazed aluminum heat exchanger core

for use in an air separation cold box

Atlantic LNG Plant located in Trinidad, including Chart liquefaction

cold boxes and vacuum-insulated pipe for jetty cool-down lines

TABLE OF CONTENTS


	Page

Prospectus Summary		1
Risk Factors		13
Special Note Regarding Forward-Looking Statements		27
Market and Industry Data		29
The Transactions		30
Use of Proceeds		32
Dividend Policy		33
Capitalization		34
Dilution		36
Unaudited Pro Forma Financial Information		38
Selected Historical Consolidated Financial Data		46
Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
Industry Overview		80
Business		83
Management		95
Principal Stockholders		109
Certain Related Party Transactions		111
Description of Indebtedness		113
Description of Capital Stock		118
Shares Eligible for Future Sale		122
Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders		124
Underwriting		127
Validity of the Shares		130
Experts		130
Where You Can Find More Information		130
Index to Financial Statements		F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-4.1: FORM OF CERTIFICATE
EX-5.1: OPINION OF SIMPSON THACHER & BARTLETT LLP
EX-10.11: FORM OF STOCKHOLDERS AGREEMENT
EX-10.16: AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN
EX-10.22: FORM OF RESTRICTED STOCK UNIT AGREEMENT
EX-23.3: CONSENT OF STEVEN W. KRABLIN

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of common stock.

Through and including , 2006 (the 25 ^th day after the date of this prospectus), all dealers that buy, sell or trade shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus, but it may not contain all of the information that is important to you. We urge you to read this entire prospectus including the section entitled “Risk Factors” and the financial statements and related notes, before investing in our common stock.

Unless the context otherwise requires, as used in this prospectus, (i) the terms “we,” “our,” “us,” “the Company,” “Chart Industries” and similar terms refer to Chart Industries, Inc. and its consolidated subsidiaries and (ii) the term “issuer” refers to Chart Industries, Inc. and not any of its subsidiaries.

Chart Industries, Inc.

Our Company

We are a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, based on our sales and the estimated sales of our competitors. We supply engineered equipment used throughout the liquid gas supply chain globally. The largest portion of end-use applications for our products is energy-related, accounting for 51% of sales and 58% of orders in 2005, and 77% of backlog at December 31, 2005. We are a leading manufacturer of standard and engineered equipment primarily used for low-temperature and cryogenic, or very low temperature, applications. We have developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The majority of our products, including vacuum-insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid gas supply chain for the purification, liquefaction, distribution, storage and use of hydrocarbon and industrial gases.

We have attained this position by capitalizing on our low-cost global manufacturing footprint, technical expertise and know-how, broad product offering, reputation for quality, and by focusing on attractive, growing markets. We have an established sales and customer support presence across the globe and low-cost manufacturing operations in the United States, Central Europe and China. We believe we are the number one or two equipment supplier in all of our primary end-use markets. For the three months ended March 31, 2006 and 2005, we generated sales of $120.8 million and $85.2 million, respectively. For the combined year ended December 31, 2005, we generated sales of $403.1 million compared to sales of $305.6 million for the year ended December 31, 2004.

We believe that we are well-positioned to benefit from a variety of long-term trends driving demand in our industry, including:


	•	increasing demand for natural gas and the geographic dislocation of supply and consumption, which is resulting in the need for a global network for liquefied natural gas, or LNG;

	•	increasing demand for natural gas processing, particularly in the Middle East, as crude oil producers look to utilize the gas portions of their reserves; and

	•	increased demand for natural and industrial gases resulting from rapid economic growth in developing areas, particularly Central and Eastern Europe and China.

We operate in three segments: (i) Energy and Chemicals, or E&C, (ii) Distribution and Storage, or D&S, and (iii) BioMedical. While each segment manufactures and markets different cryogenic equipment and systems to distinct end-users, they all share a reliance on our heat transfer and low temperature storage know-how and expertise. The E&C and D&S segments manufacture products used in energy-related and other applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. Through our BioMedical segment, we supply cryogenic equipment used in the storage and distribution of biological materials and oxygen used primarily in the medical, biological research and animal breeding industries.

Competitive Strengths

We believe that the following competitive strengths position us to enhance our growth and profitability:


	*Focus on Attractive Growing End Markets.* We anticipate growing demand in the end markets we serve, with particularly strong growth in LNG, natural gas processing, specific international markets across all segments, and biomedical equipment. Rapid economic development in developing areas, particularly Central and Eastern Europe and China, has caused a significant increase in the demand for natural and industrial gases.

	*Substantial Revenue Visibility.* We have a large and growing backlog, which provides us with a high degree of visibility in our forecasted revenue. Our backlog as of March 31, 2006 was $237.0 million, compared to $233.6 million, $129.3 million and $49.6 million as of December 31, 2005, 2004 and 2003, respectively. Projects for energy-related applications totaled approximately $180.0 million in backlog as of December 31, 2005.

	*Leading Market Positions.* We believe we are the #1 or #2 equipment supplier in each of our primary end markets both domestically and internationally. We believe that our strong industry positioning makes us typically one of only two or three suppliers qualified to provide certain products to key customers.

	*Diverse, Long-Standing Customer Base.* We currently serve over 2,000 customers worldwide. Our primary customers are large, multinational producers and distributors of hydrocarbon and industrial gases that provide us with revenue stability. Customers and end-users also include high growth LNG processors, petrochemical processors and biomedical companies. We have developed strong, long-standing relationships with these customers.

	*Highly Flexible and Low-Cost Manufacturing Base.* Given our long-term investment in global manufacturing facilities and specialized equipment, we have developed a substantial comparative scale and geographic advantage within the markets for the cryogenic products that we manufacture with more than 1.6 million square feet of manufacturing space across 14 primary facilities and three continents. This scale and the related substantial operational flexibility enable us to be a low-cost producer for our products.

	*Product Expertise, Quality, Reliability and Know-How.* Within our end markets, we have established a reputation for quality, reliability and technical innovation. We believe that the main drivers of our target customers’ purchasing decisions are a supplier’s product expertise, quality, reliability and know-how rather than pricing and terms, giving us an advantage based on our reputation and consequent brand recognition. We believe it would be difficult for a new entrant to duplicate our capabilities.

	*Experienced Management Team.* We have assembled a strong senior management team with over 250 combined years of related experience and complementary skills. This team is responsible for our strong performance since 2003.

Business Strategy

We believe that we are well-positioned to maintain our leadership in providing highly engineered equipment for use in low-temperature and cryogenic applications and meet the world’s growing demand for hydrocarbon and industrial gases with more economical, reliable and environmentally friendly systems. The principal elements of our strategy are as follows:


	*Continue to develop innovative, high-growth, energy-specific products.* We plan to continue to focus on extending our cryogenic technological leadership, both to capitalize on increasing demand for energy and to create new applications.

	*Leverage our global platform to capitalize on growing international demand.* We expect growth in hydrocarbon and industrial gas demand and investment over the next five years in the Middle East,


	Central and Eastern Europe, Russia and China. We believe that our investment in manufacturing, sales and marketing capabilities positions us to increase our market share in growing international markets.

	*Capitalize on our position as a market leader.* We plan to continue to grow our long-standing relationships with the leading users of cryogenic equipment and expand our customer base.

	*Maintain our position as a low-cost producer while continuing to improve operating performance.* We believe we are the lowest cost manufacturer for most of our products and we intend to continue to leverage our scale, scope, technical expertise and know-how to deliver to our customers higher quality and more reliable products and services at lower cost. Our disciplined approach to capital expenditures is intended to enhance capacity where we expect to realize significant and timely returns.

Recent Developments

On May 26, 2006, we purchased the common stock of Cooler Service Company, Inc., or Cooler Service, a Tulsa, Oklahoma-based company that designs and manufactures custom air cooled heat exchangers utilizing advanced technology in thermal and mechanical design. Cooler Service provides air cooled heat exchangers into multiple markets, including hydrocarbon, petrochemical and industrial gas processing. The aggregate purchase price for the acquisition was approximately $16.5 million, which we paid in cash.

Risk Factors

Investing in our common stock involves substantial risk. You should carefully consider all the information in this prospectus prior to investing in our common stock. Our ability to execute our strategy is subject to the risks that are generally associated with the production, storage and end-use of hydrocarbon and industrial gases. We are also subject to a number of risks related to our competitive position and business strategies. For example, our acquisitive business strategy exposes us to the risks involved in consummating and integrating acquisitions, including the risk that in a future acquisition we could incur additional debt and contingent liabilities which could adversely affect our operating results. For additional risks relating to our business and the offering, see “Risk Factors” beginning on page 13 of this prospectus.

The Acquisition

On August 2, 2005, Chart Industries entered into an agreement and plan of merger with certain of its stockholders, First Reserve Fund X, L.P., which we refer to as First Reserve, a Delaware limited partnership, and CI Acquisition, Inc., which we refer to as CI Acquisition, a Delaware corporation and a wholly-owned subsidiary of First Reserve, which provided for:


	•	the sale of shares of common stock of Chart Industries, Inc. by certain of its stockholders to CI Acquisition; and

	•	the merger of CI Acquisition with and into Chart Industries, with Chart Industries surviving the merger as an indirect, wholly-owned subsidiary of First Reserve.

We refer to the stock purchase, the merger and the related financing thereof collectively as the “Acquisition.” The Acquisition closed on October 17, 2005. In connection with the Acquisition, entities affiliated with First Reserve contributed $111.3 million in cash to fund a portion of the purchase price of the equity interests in Chart Industries, and management contributed $6.4 million in the form of rollover options. The remainder of the cash needed to finance the Acquisition, including related fees and expenses, was provided by funds raised by the offering of our $170.0 million senior subordinated notes due 2015, which we refer to as our notes, and borrowings under our $240.0 million senior secured credit facility. The senior secured credit facility originally consisted of a $180.0 million term loan facility and a $60.0 million revolving credit facility and will be amended effective upon the closing of this offering to increase the size of the revolving credit facility to $115.0 million. See “The Transactions” and “Description of Indebtedness.”

Company Information

Chart Industries, Inc. is a Delaware corporation incorporated in 1992. Our principal executive offices are located at One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio, 44125 and our telephone number is (440) 753-1490. On July 8, 2003, we and all of our then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code. On September 15, 2003, we and those subsidiaries emerged from Chapter 11 proceedings. Before the closing of our Acquisition by First Reserve on October 17, 2005, we filed periodic and other reports with the Securities and Exchange Commission. We ceased filing those reports upon the closing of the Acquisition when our pre-Acquisition securities were cancelled and ceased to be outstanding. The financial statements and other financial data presented in this prospectus are of Chart Industries, Inc. and its direct and indirect subsidiaries.

The Offering


Shares of common stock offered by Chart Industries, Inc.		12,500,000 shares.

Shares of common stock to be outstanding after this offering		25,588,049 shares (including 1,875,000 shares that will be dividended to our stockholders existing immediately prior to this offering, consisting of affiliates of First Reserve and certain members of our management, assuming the underwriters do not exercise their option to purchase additional shares and giving effect to the 4.6263-for -one stock split we expect to effect prior to the consummation of this offering).

Over-allotment option		1,875,000 shares.

Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts, will be approximately $233.8 million. We intend to use approximately $25.0 million of the net proceeds to repay certain indebtedness. We intend to use the remaining net proceeds of approximately $208.8 million to pay a dividend to our stockholders existing immediately prior to the offering, consisting of affiliates of First Reserve and certain members of our management. See “Use of Proceeds.” We also intend to use the proceeds we receive from any shares sold pursuant to the underwriters’ over-allotment option to pay an additional dividend to our existing stockholders.


Nasdaq National Market symbol		“GTLS”

Unless we specifically state otherwise, all information in this prospectus:


	•	assumes no exercise by the underwriters of their option to purchase additional shares;

	•	gives effect to (i) the 4.6263-for-one stock split to be effected prior to the consummation of the offering and (ii) a 10.1088-for-one adjustment with respect to the number of shares underlying options outstanding on the date of this prospectus and a corresponding adjustment to the exercise prices of such options (assuming the mid-point of the price range set forth on the cover page hereof);

	•	assumes that we issue an additional 1,875,000 shares of our common stock to our existing stockholders pursuant to a stock dividend that we will declare prior to the consummation of this offering, the terms of which will require that shortly after the expiration of the underwriters’ over-allotment option (assuming the option is not exercised in full), we issue to our existing stockholders the number of shares equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the actual number of shares the underwriters purchase from us pursuant to that option. See “Dividend Policy” for a description of the purpose of the stock dividend;

	•	gives effect to the issuance of 2,651,012 shares which have been issued to FR X Chart Holdings LLC, an affiliate of First Reserve, upon exercise of its warrant (see “Certain Related Party Transactions”);

	•	gives effect to the issuance of 609,856 shares which have been issued to certain members of management upon exercise of their rollover options (see “Management—Management Equity”); and


	•	excludes 2,478,235 shares of common stock reserved for issuance under stock options that we expect to continue to be outstanding under our plans after this offering, after adjusting for the 4.6263-for-one stock split, the dividend of the $208.8 million of the net proceeds (assuming the mid-point of the range set forth on the cover page hereof) described above, and the stock dividend assumed in the third bullet point above, which options would be exercisable at a weighted average exercise price of $7.02.

The size of the 4.6263-for-one stock split referenced herein is intended to achieve an estimated share price between $19.00 and $21.00 per share and has been calculated based on the mid-point of the estimated price range shown on the cover page of this prospectus. The 10.1088-for-one adjustment with respect to the number of shares underlying options outstanding on the date of this prospectus (assuming the mid-point of that estimated price range) reflects both the 4.6263-for-one stock split on our shares of common stock outstanding before the consummation of the offering, plus additional adjustments to both the exercise price and the number of shares underlying the options in order to also take into account, consistent with applicable tax standards and in accordance with the terms of the Amended and Restated 2005 Stock Incentive Plan, the decrease in value of our common stock which would result from the payment of the dividends to be received by our stockholders existing immediately prior to the offering. Other than through these adjustments to their options, option holders will not participate in the stock split or the dividends. In accordance with Statement of Financial Accounting Standard 123(R), “Share Based Payments”, we have concluded that this cumulative 10.1088-for-one adjustment for the shares underlying options will result in no additional stock-based compensation expense because our Amended and Restated 2005 Stock Incentive Plan includes an anti-dilution modification provision that applies to share splits and extraordinary cash dividends and this modification represents an adjustment to keep the option holder in the same economic position. A $1.00 increase in the offering price to $21.00 per share would result in an increase of the cumulative adjustment ratio to approximately 10.1301-for-one, and a $1.00 decrease in the offering price to $19.00 per share would result in a reduction of the cumulative adjustment ratio to approximately 10.0853-for-one.

Summary Historical and Pro Forma Financial Information

The financial statements referred to as the Predecessor Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries prior to our Chapter 11 bankruptcy proceedings. Our emergence from Chapter 11 bankruptcy proceedings in September 2003 resulted in a new reporting entity and the adoption of fresh start accounting in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The financial statements referred to as the Reorganized Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries after our emergence from Chapter 11 bankruptcy proceedings and prior to the Acquisition and related financing thereof. The financial statements referred to as the Successor Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries after the Acquisition and the related financing thereof.

The following table sets forth our summary historical consolidated financial and other data as of the dates and for the periods indicated. The Predecessor Company summary historical financial statements and other data for the nine months ended September 30, 2003 are derived from our audited financial statements for such period included elsewhere in this prospectus, which have been audited by Ernst & Young LLP, an independent registered public accounting firm. The Reorganized Company summary historical financial statements and other data for the three months ended December 31, 2003, the year ended December 31, 2004 and the period from January 1, 2005 to October 16, 2005, which we refer to as the 2005 Reorganized Period, are derived from our audited financial statements for such periods included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The Successor Company summary historical financial statements and other data as of and for the period from October 17, 2005 to December 31, 2005, which we refer to as the 2005 Successor Period, are derived from our audited financial statements for such periods included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The Reorganized Company and Successor Company unaudited summary historical financial statements and other data for the three months ended March 31, 2005 and as of and for the three months ended March 31, 2006, respectively, have been derived from the unaudited condensed financial statements and related notes which are included elsewhere in this prospectus, and reflect all adjustments, consisting of normal, recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Reorganized Company and Successor Company financial position, results of operations and cash flows for the three months ended March 31, 2005 and as of and for the three months ended March 31, 2006 and are not necessarily indicative of our results of operations for the full year. The data should be read in conjunction with the consolidated financial statements, related notes and other financial information included herein.

The following summary unaudited pro forma balance sheet information as of March 31, 2006 has been prepared to give pro forma effect to this offering and the application of the proceeds therefrom as if they had occurred on March 31, 2006. The following summary unaudited pro forma statements of operations information for the year ended December 31, 2005 and the three months ended March 31, 2006 have been prepared to give pro forma effect to this offering, the application of the proceeds therefrom and the Acquisition as if they had occurred on January 1, 2005. The pro forma adjustments used in preparing the pro forma financial information reflect estimates, which we believe are reasonable but may change upon finalization of our analysis. The assumptions used in the preparation of unaudited financial information may not prove to be correct. The pro forma financial information is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Acquisition and this offering actually been consummated on the dates indicated and do not purport to indicate balance sheet information or results of operations as of any future date or any future period.

The historical consolidated financial data presented below is not necessarily indicative of our future performance. This information is only a summary and should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.


					Reorganized Company												Successor Company
		Predecessor																								Pro Forma
		Company																					Pro Forma			As Adjusted
					Three									Three						Three			As Adjusted			Three
		Nine Months			Months						January 1,			Months			October 17,			Months			Year			Months
		Ended			Ended			Year Ended			2005 to			Ended			2005 to			Ended			Ended			Ended
		September 30,			December 31,			December 31,			October 16,			March 31,			December 31,			March 31,			December 31,			March 31,
		2003			2003			2004			2005			2005			2005			2006			2005			2006

														(unaudited)						(unaudited)
		(Dollars and shares in thousands, except per share data)
Statement of Operations Data:
	Sales	$	197,017		$	68,570		$	305,576		$	305,497		$	85,170		$	97,652		$	120,840		$	403,149		$	120,840
	Cost of sales(1)		141,240			52,509			211,770			217,284			60,532			75,733			83,853			293,017			83,853

	Gross Profit		55,777			16,061			93,806			88,213			24,638			21,919			36,987			110,132			36,987
	Selling, general and administrative expenses		44,211			14,147			53,374			59,826			14,401			16,632			21,039			84,764			21,039
	Restructuring and other operating expenses, net(2)(3)(4)		13,503			994			3,353			7,528			604			217			162			7,745			162

			57,714			15,141			56,727			67,354			15,005			16,849			21,201			92,509			21,201

	Operating income (loss)		(1,937	)		920			37,079			20,859			9,633			5,070			15,786			17,623			15,786

	Interest expense, net(5)		10,300			1,344			4,712			4,164			985			5,556			6,545			24,088			5,717
	Other expense (income)		(3,737	)		(350	)		(465	)		659			21			409			222			2,239			222

			6,563			994			4,247			4,823			1,006			5,965			6,767			26,327			5,939

	(Loss) income from continuing operations before income taxes and minority interest		(8,500	)		(74	)		32,832			16,036			8,627			(895	)		9,019			(8,704	)		9,847
	Income tax (benefit) expense		1,755			(125	)		10,134			7,159			3,071			(441	)		2,980			(2,343	)		3,295
	(Loss) income from continuing operations before minority interest		(10,255	)		51			22,698			8,877			5,556			(454	)		6,039			(6,361	)		6,552
	Minority interest, net of taxes and other		(63	)		(20	)		(98	)		(19	)		(21	)		(52	)		6			(71	)		6

	(Loss) income from continuing operations		(10,318	)		31			22,600			8,858			5,535			(506	)		6,045			(6,432	)		6,558
	Income from discontinued operation, including gain on sale of $3,692, net of tax of $1,292(6)		3,233			—			—			—			—			—			—			—			—

	Net (loss) income	$	(7,085	)	$	31		$	22,600		$	8,858		$	5,535		$	(506	)	$	6,045		$	(6,432	)	$	6,558

Earnings (loss) per share data(7):
Basic (loss) earnings per share:		$	(0.27	)	$	0.01		$	4.22		$	1.65		$	1.03		$	(0.06	)	$	0.76		$	(0.25	)	$	0.26
Diluted (loss) earnings per share(8)		$	(0.27	)	$	0.01		$	4.10		$	1.57		$	0.99		$	(0.06	)	$	0.73		$	(0.25	)	$	0.26
Weighted average shares — basic			26,336			5,325			5,351			5,366			5,358			7,952			7,952			25,604			25,604
Weighted average shares — diluted(8)			26,336			5,325			5,516			5,649			5,609			7,952			8,285			25,604			25,604
Cash flow data:
	Cash provided by (used in) operating activities	$	19,466		$	4,988		$	35,059		$	15,641		$	(4,063	)	$	18,742		$	12,327
	Cash provided by (used in) investing activities		15,101			154			(3,317	)		(20,799	)		(1,629	)		(362,250	)		(2,566	)
	Cash (used in) provided by financing activities		(15,907	)		(13,976	)		(35,744	)		1,708			(624	)		348,489			(5,839	)
Other financial data:
	Depreciation and amortization(9)	$	9,260		$	2,225		$	8,490		$	6,808		$	1,944		$	4,396		$	5,194		$	20,987		$	5,194
	EBITDA(10)		15,522			3,475			45,936			26,989			11,535			9,005			20,764			36,300			20,764
	Capital expenditures		1,907			518			9,379			11,038			1,734			5,601			2,566
	Backlog		51,781			49,635			129,278			206,215			160,113			233,639			237,033


		As of March 31, 2006

		Actual			As Adjusted

		(unaudited)
		(In thousands)
Balance Sheet Data:
Cash and cash equivalents		$	19,462		$	31,341	(11)
Working capital(12)			55,685			55,685
Total assets			656,483	(13)		668,362	(13)
Debt:
	Short-term debt		1,513			1,513
	Long-term debt		340,000			290,000
Total debt			341,513			291,513
Shareholder’s equity		$	124,146		$	186,025


	(1)	The three months ended December 31, 2003 and the 2005 Successor Period include non-cash inventory valuation charges of $5.4 million and $8.9 million, respectively, related to Fresh-Start and purchase accounting.

	(2)	In March 2003, we completed the closure of our Wolverhampton, United Kingdom manufacturing facility, operated by Chart Heat Exchangers Limited, or 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,” we are 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, we recorded a non-cash impairment charge of $13.7 million to write off our net investment in CHEL.

	(3)	In September 2003, in accordance with Fresh-Start accounting related to our emergence from Chapter 11 bankruptcy, 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 included in the notes to our audited consolidated financial statements included elsewhere in this prospectus.

	(4)	Includes gain or loss on sale of assets.

	(5)	Includes derivative contract valuation income or expense for interest rate collars to manage interest exposure relative to term debt.

	(6)	This relates to the sale of our former Greenville Tube, LLC business in July 2003. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.


	(7)	Unaudited pro forma basic and diluted earnings (loss) per share have been calculated in accordance with the Securities and Exchange Commission, or SEC, rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds would be necessary to repay any debt or to pay any dividend as reflected in the pro forma adjustments. In addition, pro forma weighted average shares for purposes of the unaudited pro forma basic and diluted earnings per share calculation, has been adjusted to reflect (i) the 4.6263-for-one stock split we expect to effect immediately prior to consummation of this offering and (ii) the stock dividend of 1,875,000 shares to our existing stockholders that will be made shortly after the expiration of the underwriters’ over-allotment option assuming no exercise of that option and 12,500,000 shares of our common stock being offered hereby.



	(8)	The basic and diluted loss or earnings per share for the nine months ended September 30, 2003, the three months ended December 31, 2003, the 2005 Successor Period, the pro forma as adjusted year ended December 31, 2005 and the pro forma as adjusted three months ended March 31, 2006 are the same because incremental shares issuable upon conversion are anti-dilutive.


	(9)	The nine months ended September 30, 2003, the 2005 Successor Period and the three months ended March 31, 2006 include financing costs amortization of $1.7 million, $0.3 million and $0.4 million, respectively.


	(10)	“EBITDA” is calculated as net income (loss) before income tax expense and interest expense plus depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted as indicated below. EBITDA and Adjusted EBITDA are not intended to represent cash flow from operations as defined by GAAP and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are included in this prospectus because they are a basis upon which our management assesses financial performance. The senior secured credit facility also includes the definition of pro forma EBITDA which is used in the calculation of certain covenants. Pro forma EBITDA is calculated based on EBITDA and is adjusted in a manner similar to that described herein. While EBITDA and Adjusted EBITDA are frequently used as a measure of operations and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. The following table reconciles EBITDA to net income (loss):


																					Pro Forma
	Predecessor																				As
	Company			Reorganized Company									Successor Company					Pro Forma			Adjusted
																		Year As			Three
	Nine Months			Three Months					January 1,		Three Months		October 17,			Three Months		Adjusted			Months
	Ended			Ended			Year Ended		2005 to		Ended		2005 to			Ended		Ended			Ended
	September 30,			December 31,			December 31,		October 16,		March 31,		December 31,			March 31,		December 31,			March 31,
	2003			2003			2004		2005		2005		2005			2006		2005			2006

											(unaudited)					(unaudited)
	(Dollars in thousands)
Net income (loss)	$	(7,085	)	$	31		$	22,600	$	8,858	$	5,535	$	(506	)	$	6,045	$	(6,432	)	$	6,558
Income tax expense (benefit)		3,047			(125	)		10,134		7,159		3,071		(441	)		2,980		(2,343	)		3,295
Interest expense — net(a)		10,300			1,344			4,712		4,164		985		5,556			6,545		24,088			5,717
Depreciation and amortization(b)		9,260			2,225			8,490		6,808		1,944		4,396			5,194		20,987			5,194

EBITDA	$	15,522		$	3,475		$	45,936	$	26,989	$	11,535	$	9,005		$	20,764	$	36,300		$	20,764


(a)	Includes derivative contract valuation income or expense for interest rate collars to manage interest exposure relative to term debt.
(b)	The nine months ended September 30, 2003, the 2005 Successor Period and the three months ended March 31, 2006 include financing costs amortization of $1.7 million, $0.3 million and $0.4 million, respectively.

The following table reconciles EBITDA to Adjusted EBITDA as such terms are defined in our senior secured credit facility and the indenture governing the notes. Certain covenants under the senior secured credit facility are also tied to ratios based on Adjusted EBITDA and our ability to engage in activities such as incurring additional debt, making investments and paying dividends under both our indenture and senior secured credit facility is also tied to ratios based on Adjusted EBITDA:


				Reorganized Company
	Predecessor																				Pro Forma
	Company													Successor Company							As Adjusted
												Three						Pro Forma			Three
	Nine Months			Three Months					January 1,			Months		October 17,		Three Months		As Adjusted			Months
	Ended			Ended			Year Ended		2005 to			Ended		2005 to		Ended		Year Ended			Ended
	September 30,			December 31,			December 31,		October 16,			March 31,		December 31,		March 31,		December 31,			March 31,
	2003			2003			2004		2005			2005		2005		2006		2005			2006

	(Dollars in thousands)
EBITDA	$	15,522		$	3,475		$	45,936	$	26,989		$	11,535	$	9,005	$	20,764	$	36,300		$	20,764
Stock-based compensation expense(a)		—			—			2,433		9,508			592		437		321		9,945			321
Inventory valuation charge(b)		—			5,368			—		—			—		8,903		—		8,903			—
Acquisition expenses(c)		—			—			—		6,602			—		—		—		6,602			—
In-process research and development charge(d)		—			—			—		2,768			—		—		—		2,768			—
Hurricane losses(e)		—			—			—		1,057			—		406		182		1,463			182
Employee separation and plant closure costs(f)		1,338			1,010			3,346		1,700			703		255		162		1,955			162
Reorganization expenses(g)		369			357			706		1,470			73		88		45		1,558			45
Appraisal rights settlement(h)		—			—			—		—			—		500		—		500			—
Management fees(i)		—			—			380		306			95		—		—		—			—
(Gain) loss on sale of assets(j)		8,929			(57	)		133		(131	)		—		78		—		(53	)		—
Income from discontinued operations(k)		(833	)		—			—		—			—		—		—		—			—

Adjusted EBITDA	$	25,325		$	10,153		$	52,934	$	50,269		$	12,998	$	19,672	$	21,474	$	69,941		$	21,474


	(a)	Represents stock-based compensation charges for stock and stock options issued to key employees and directors, and an additional charge for the cash-out of stock options in the 2005 Reorganized Period as a result of the Acquisition. Although it may be of limited relevance to holders of our debt instruments, it may be of more relevance to our equity holders, since such equity holders ultimately bear such expenses.

	(b)	Represents a non-cash inventory valuation charge recorded in cost of sales for the adjustment of inventory to fair value as a result of Fresh-Start accounting as of September 30, 2003 and purchase accounting as of October 17, 2005, the closing date of the Acquisition. Under Fresh-Start and purchase accounting, inventory was adjusted to the fair value as of the dates indicated above, and a corresponding charge was taken in the subsequent three months ended December 31, 2003 and the 2005 Successor Period cost of sales as the inventory was sold.

	(c)	Represents acquisition expenses, primarily professional fees, incurred by us as a result of the Acquisition.

	(d)	Represents a non-cash charge for purchased in-process research and development in conjunction with the acquisition of Changzhou CEM Cryo Equipment Co., Ltd., or CEM, in 2005.


	(e)	Represents losses and costs incurred related to the damaged caused by Hurricane Rita at our New Iberia, Louisiana facilities.

	(f)	Includes inventory valuation charges recorded in cost of sales, and severance expenses, facility exit costs and non-operating expenses related to the execution of our operational restructuring plan, which primarily included moving the Burnsville, Minnesota manufacturing operations to Canton, Georgia, closing the Plaistow, New Hampshire and Wolverhampton, United Kingdom manufacturing facilities and closing the Westborough, Massachusetts engineering office. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

	(g)	Includes pre-bankruptcy debt restructuring-related fees, Fresh-Start accounting adjustments and expenses, and a claim settlement related to our 2003 bankruptcy reorganization. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

	(h)	Represents a charge for the settlement of former Reorganized Company shareholders’ appraisal rights claims as a result of the Acquisition.

	(i)	Represents non-recurring management fees charged by our Reorganized Company majority shareholders, which are not charged by First Reserve.

	(j)	Includes non-recurring gains and losses and charges on the sale, disposal or impairment of assets. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

	(k)	Represents income from our former Greenville Tube, LLC stainless steel tubing business, which was sold in July 2003. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.


(11)	The as adjusted cash and cash equivalents excludes the cash payment of the purchase price in the amount of $16.5 million for Cooler Service paid on May 26, 2006. See “Capitalization” for our cash and cash equivalents giving effect to that payment.

(12)	Working capital is defined as current assets excluding cash minus current liabilities excluding short-term debt.

(13)	Includes $236.8 million of goodwill and $150.5 million of finite-lived and indefinite-lived intangible assets as of March 31, 2006.

RISK FACTORS

Investing in our common stock involves substantial risk. You should carefully consider the risks described below, together with the other information in this prospectus, prior to investing in our common stock.

Risks Related to our Business


	*The markets we serve are subject to cyclical demand, which could harm our business and make it difficult to project long-term performance.*

Demand for our products depends in large part upon the level of capital and maintenance expenditures by many of our customers and end users, in particular those customers in the global hydrocarbon and industrial gas markets. These customers’ expenditures historically have been cyclical in nature and vulnerable to economic downturns. Decreased capital and maintenance spending by these customers could have a material adverse effect on the demand for our products and our business, financial condition and results of operations. In addition, this historically cyclical demand limits our ability to make accurate long-term predictions about the performance of our company.

For example, certain of our core businesses underperformed in the years prior to 2004 due to a general downturn in capital spending in the global and domestic industrial gas markets. While we have experienced demand growth since late 2003 in the global hydrocarbon and industrial gas markets, this growth may not continue and our businesses’ performance may not be markedly better or may be worse in the future. In addition, changing world economic and political conditions may reduce the willingness of our customers and prospective customers to commit funds to purchase our products and services. Further, in 2005, the U.S. government announced the reduction of the amount of dollars it offered as reimbursement to our customers for purchasing our medical oxygen therapy products, which has adversely affected demand for these products.


	*The loss of, or significant reduction in, purchases by our largest customers could reduce our revenues and profitability.*

Although no single customer accounted for more than 9% of our total sales for the year ended December 31, 2005, a small number of customers has accounted for a substantial portion of our historical net sales, and we expect that a limited number of customers will continue to represent a substantial portion of our sales for the foreseeable future. Approximately 33%, 39%, 36% and 26% of our sales for the years ended December 31, 2005, 2004, 2003 and 2002, respectively, were made to Praxair, Air Liquide, Air Products, Bechtel, Airgas, BOC, JGC and Linde, which management believes are the largest producers and distributors of hydrocarbon and industrial gases, and their suppliers. The loss of any of our major customers or a decrease in orders or anticipated spending by such customers could materially reduce our revenues and profitability. Our largest customers, such as Linde and BOC, could also engage in business combinations which could increase their size and increase or decrease the portion of our total sales concentration to any single customer. Additionally, we currently sell all of our magnetic resonance imaging, or MRI, components to GE, a leading worldwide manufacturer of MRI equipment, which accounted for $7.5 million in sales for the year ended December 31, 2005. The loss of, or significant reduction in, purchases of our MRI components by GE could reduce revenues and profitability in our BioMedical business.


	*We may be unable to compete successfully in the highly competitive markets in which we operate.*

Although many of our products serve niche markets, a number of our direct and indirect competitors in these markets are major corporations, some of which have substantially greater technical, financial and marketing resources than we, and other competitors may enter these markets. Any increase in competition may cause us to lose market share or compel us to reduce prices to remain competitive, which could result in reduced sales and earnings. Companies that operate in our industry are Air Products, Kobe, Linde, Nordon, Puritan-Bennett, a division of Tyco International, Ltd., Sumitomo and Taylor-Wharton, a Harsco Company. Additionally, we compete with several suppliers owned by global industrial gas producers and many smaller fabrication-only facilities around the world. Increased competition with these companies could prevent the institution of price increases or could require price reductions or increased spending on research and

development and marketing and sales, any of which could materially reduce our revenues, profitability or both. In the event of an industry downturn, customers who typically outsource their need for cryogenic systems to us may use their excess capacity to produce such systems themselves. We also compete in the sale of a limited number of products with certain of our major customers.


	We will soon be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

As a result of this offering, we become subject to reporting and other obligations under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”. Beginning with the year ending December 31, 2007, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to furnish a report by our management on our internal control over financial reporting, and our auditors will be required to deliver an attestation report on management’s assessment of and operating effectiveness of internal controls. The report by our management must contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting and audited consolidated financial statements as of the end of our fiscal year. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management.

Unlike many companies whose shares are publicly traded, we are not presently in compliance with Section 404’s internal control requirements. We have substantial effort ahead of us to complete documentation of our internal control system and financial processes, information systems, assessment of their design, remediation of control deficiencies identified in these efforts and management testing of the designs and operation of internal controls. We may not be able to complete the required management assessment by our reporting deadline or may not meet applicable standards in following years. An inability to complete and document this assessment or to comply in following years could result in our receiving less than an unqualified report from our auditors with respect to our internal controls. This could cause investors to lose confidence in the accuracy and completeness of our financial reports, which could decrease the price of our stock.


	As a global business, we are exposed to economic, political and other risks in different countries which could materially reduce our revenues, profitability or cash flows, or materially increase our liabilities.

Since we manufacture and sell our products worldwide, our business is subject to risks associated with doing business internationally. In 2005, 51% of our sales were made in international markets. Our future results could be harmed by a variety of factors, including:


	•	changes in foreign currency exchange rates;

	•	exchange controls and currency restrictions;

	•	changes in a specific country’s or region’s political, social or economic conditions, particularly in emerging markets;

	•	civil unrest, turmoil or outbreak of disease in any of the countries in which we operate;

	•	tariffs, other trade protection measures and import or export licensing requirements;

	•	potentially negative consequences from changes in U.S. and international tax laws;

	•	difficulty in staffing and managing geographically widespread operations;

	•	differing labor regulations;

	•	requirements relating to withholding taxes on remittances and other payments by subsidiaries;

	•	different regulatory regimes controlling the protection of our intellectual property;

	•	restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;


	•	restrictions on our ability to repatriate dividends from our foreign subsidiaries;

	•	difficulty in collecting international accounts receivable;

	•	difficulty in enforcement of contractual obligations under non-U.S. law;

	•	transportation delays or interruptions;

	•	changes in regulatory requirements; and

	•	the burden of complying with multiple and potentially conflicting laws.

Our international operations also expose us to different local political and business risks and challenges. For example, we are faced with potential difficulties in staffing and managing local operations and we have to design local solutions to manage credit and legal risks of local customers and distributors. In addition, because some of our international sales are to suppliers that perform work for foreign governments, we are subject to the political risks associated with foreign government projects. For example, certain foreign governments may require suppliers for a project to obtain products solely from local manufacturers or may prohibit the use of products manufactured in certain countries.

International growth and expansion into emerging markets, such as China, Central and Eastern Europe, and the Middle East, may cause us difficulty due to greater regulatory barriers than in the United States, the necessity of adapting to new regulatory systems, problems related to entering new markets with different economic, social and political systems, and significant competition from the primary participants in these markets, some of which may have substantially greater resources than us.

Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social and political conditions. We may not succeed in developing and implementing policies and strategies to counter the foregoing factors effectively in each location where we do business and the foregoing factors may cause a reduction in our revenues, profitability or cash flows, or cause an increase in our liabilities.


	*If we are unable to successfully manage our growth, it may place a significant strain on our management and administrative resources and lead to increased costs and reduced profitability.*

We expect to continue to expand our operations in the United States and abroad, particularly in China and the Czech Republic. Our ability to operate our business successfully and implement our strategies depends, in part, on our ability to allocate our resources optimally in each of our facilities in order to maintain efficient operations as we expand. Ineffective management of our growth could cause manufacturing inefficiencies, increase our operating costs, place significant strain on our management and administrative resources and prevent us from implementing our business plan.

For example, we plan to invest over $20 million in new capital expenditures in the United States in 2006 and 2007 related to the expected growth of our Energy & Chemicals business. If we fail to implement this capital project in a timely and effective manner, we may lose the opportunity to obtain some customer orders. Even if we effectively implement this project, the orders needed to support the capital expenditure may not be obtained or may be less than expected, which may result in sales or profitability at lower levels than anticipated. In addition, potential cost overruns, delays or unanticipated problems in any capital expansion could make the expansion more costly than originally predicted.

In addition, we are in the process of establishing our internal audit function, and adverse developments in the implementation of this function may impair our ability to manage our growth.


	*If we lose our senior management or other key employees, our business may be adversely affected.*

Our ability to successfully operate and grow our business and implement our strategies is largely dependent on the efforts, abilities and services of our senior management and other key employees. Our future success will also depend on, among other factors, our ability to attract and retain qualified personnel, such as engineers and other skilled labor, either through direct hiring or the acquisition of other businesses employing such professionals. Our products, many of which are highly engineered, represent specialized applications of

cryogenic or low temperature technologies and know-how, and many of the markets we serve represent niche markets for these specialized applications. Accordingly, we rely heavily on engineers, salespersons, business unit leaders, senior management and other key employees who have experience in these specialized applications and are knowledgeable about these niche markets, our products, and our company. The loss of the services of these senior managers or other key employees or the failure to attract or retain other qualified personnel could reduce the competitiveness of our business or otherwise impair our business prospects.


	*Fluctuations in the prices and availability of raw materials and our exposure to fixed-price contracts could negatively impact our financial results.*

The pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, consumer demand, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us, and may, therefore, increase the short-term or long-term costs of raw materials.

The commodity metals we use, including aluminum and stainless steel, have experienced significant upward fluctuations in price. On average, approximately half of our cost of sales is represented by the cost of commodities metals. We have generally been able to recover the cost increases through price increases to our customers; however, during periods of rising prices of raw materials, such as in 2004 and 2005, we may be unable to pass a portion of such increases on to our customers. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could result in lower revenues and profitability.

In addition, a substantial portion of our revenues is derived from fixed-price contracts for large system projects. To the extent that original cost estimates prove to be inaccurate or the contracts do not permit us to pass increased costs on to our customers, profitability from a particular contract may decrease, which, in turn, could decrease our revenues and overall profitability.


	*We may fail to successfully acquire or integrate companies that provide complementary products or technologies.*

A component of our growth strategy is the acquisition of businesses that complement our existing products and services. Our acquisition strategy involves the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities and potential profitability of acquisition candidates and in integrating the operations of acquired companies. In addition, any acquisition of a foreign business may increase our exposure to certain risks inherent in doing business outside the United States.

From time to time, we may have acquisition discussions with potential target companies. If a large acquisition opportunity arises and we proceed, a substantial portion of our surplus borrowing capacity could be used for the acquisition or we may seek material debt or equity financing.

We are not presently engaged in any negotiations concerning any acquisition which may be material in size and scope to our business. We anticipate, however, that one or more potential acquisition opportunities could become available in the future. If and when appropriate acquisition opportunities become available, we may pursue them actively. Any acquisition may or may not occur and, if an acquisition does occur, it may not be successful in enhancing our business for one or more of the following reasons:


	•	Any business acquired may not be integrated successfully and may not prove profitable;

	•	The price we pay for any business acquired may overstate the value of that business or otherwise be too high;

	•	We may fail to achieve acquisition synergies; or

	•	The focus on the integration of operations of acquired entities may divert management’s attention from the day-to -day operation of our businesses.

Inherent in any future acquisition is the risk of transitioning company cultures and facilities. The failure to efficiently and effectively achieve such transitions could increase our costs and decrease our profitability.


	*If we are unable to continue our technological innovation in our business and successful introduction of new commercial products, our profitability could be adversely affected.*

The industries we serve, including the energy and biomedical industries, experience periodic technological change and product improvement. Manufacturers periodically introduce new generations of products or require new technological capacity to develop customized products or respond to industry developments or needs. Our future growth will depend on our ability to gauge the direction of the commercial and technological progress in our markets, as well as our ability to acquire new product technology or fund and successfully develop, manufacture and market products in this constantly changing environment. We must continue to identify, develop, manufacture and market innovative products on a timely basis to replace existing products in order to maintain our profit margins and competitive position. We may not be successful in acquiring and developing new products or technology and any of our new products may not be accepted by our customers. If we fail to keep pace with evolving technological innovations in the markets we serve, our profitability may decrease.


	We carry significant goodwill and indefinite-lived intangible assets on our balance sheet, which are subject to impairment testing and could subject us to significant charges to earnings in the future if impairment occurs.

As of December 31, 2005, we had goodwill and indefinite-lived intangible assets of approximately $272 million, which represented 42% of our total assets. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually or more often if events or changes in circumstances indicate a potential impairment may exist. Factors that could indicate that our goodwill or indefinite-lived intangible assets are impaired include a decline in stock price and market capitalization, lower than projected operating results and cash flows, and slower growth rates in our industry. To test for impairment, we developed a model to estimate the fair market value of our reporting segments. This fair market value model incorporates our estimates of future operating results and cash flows, estimates of allocations of certain assets and cash flows among reporting segments, estimates of future growth rates and our judgment regarding the applicable discount rates to use to discount those estimated operating results and cash flows. If an impairment is determined to exist, we are required to record a charge to earnings in our financial statements, which may be significant, as in 2002 when we recorded a non-cash impairment charge of $92.4 million to write off non-deductible goodwill of the D&S segment. While we do not presently anticipate that any of our goodwill or indefinite-lived intangible assets will be impaired in the foreseeable future, if an impairment is determined to exist and we are required to record a charge to earnings, it may result in significantly decreased profitability and shareholders’ equity.


	*We may be required to make material expenditures in order to comply with environmental, health and safety laws, or incur additional liabilities under these laws.*

We are subject to numerous environmental, health and safety laws and regulations that impose various environmental controls on us or otherwise relate to environmental protection and various health and safety matters, including the discharge of pollutants in the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous materials and wastes, and the investigation and remediation of soil and groundwater affected by hazardous substances. These laws and regulations often impose strict, retroactive and joint and several liability for the costs of, and damages resulting from, cleaning up our, or our predecessors’, past or present facilities and third party disposal sites. Compliance with these laws generally increases the costs of transportation and storage of raw materials and finished products, as well as the costs of storing and disposing waste, and could decrease our liquidity and profitability and increase our liabilities. If we are found to have violated any of these laws, we may become subject to corrective action orders and fines or penalties, and incur substantial costs, including substantial remediation costs. Further, we also could be subject to future liability resulting from conditions that are currently unknown to us that could be discovered in the future.

We are currently remediating or developing work plans for remediation of environmental conditions involving certain current or former facilities. For example, the discovery of contamination arising from historical industrial operations at our Clarksville, Arkansas property has exposed us, and in the future may continue to expose us, to remediation obligations. To date, our environmental remediation expenditures and costs for otherwise complying with environmental laws and regulations have not been material, but the uncertainties associated with the investigation and remediation of contamination and the fact that such laws or regulations change frequently makes predicting the cost or impact of such laws and regulations on our future operations uncertain. Stricter environmental, safety and health laws, regulations or enforcement policies could result in substantial costs and liabilities to us and could subject us to more rigorous scrutiny. Consequently, compliance with these laws could result in significant expenditures as well as other costs and liabilities that could decrease our liquidity and profitability and increase our liabilities.


	*The insolvency of our formerly consolidated subsidiary, Chart Heat Exchangers Limited, could have a material adverse impact on our liquidity and financial position.*

On March 28, 2003, our U.K. subsidiary, Chart Heat Exchangers Limited, or CHEL, which previously operated the closed Wolverhampton, United Kingdom manufacturing facility, 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, we received information that indicated that CHEL’s net pension plan obligations had increased significantly, primarily due to a decline in plan asset values and interest rates, as well as increased plan liabilities, resulting in an estimated plan deficit of approximately $12 million as of March 2003. Based on our financial condition in March 2003, we determined not to advance funds to CHEL in amounts necessary to fund CHEL’s obligations. Since CHEL was unable to fund its net pension deficit, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a U.K. pension regulatory board. That board approved the wind-up as of March 28, 2003. While no claims related to the CHEL insolvency presently are pending against us, persons impacted by the insolvency or others could bring pension and/or benefit related claims against us. Claims may be asserted against us for pension or other obligations of CHEL related to these matters. To the extent we are found to have significant liability with respect to CHEL’s obligations, such liability could have a material adverse impact on our liquidity, profitability and financial condition as a result of CHEL’s insolvency.


	*Due to the nature of our business and products, we may be liable for damages based on product liability and warranty claims.*

Due to the high pressures and low temperatures at which many of our products are used and the fact that some of our products are manufactured for relatively broad consumer use, we face an inherent risk of exposure to claims in the event that the failure, use or misuse of our products results, or is alleged to result, in bodily injury and/or property damage. We believe that we meet or exceed existing professional specification standards recognized or required in the industries in which we operate. We have been subject to claims in the past, none of which have had a material adverse effect on our financial condition or results of operations, and we may be subject to claims in the future. Although we currently maintain product liability coverage, which we believe is adequate for the continued operation of our business, such insurance may become difficult to obtain or unobtainable in the future on terms acceptable to us. A successful product liability claim or series of claims against us, including one or more consumer claims purporting to constitute class actions, in excess of our insurance coverage could materially decrease our liquidity and impair our financial condition.


	*Increases in labor costs, potential labor disputes and work stoppages at our facilities could materially decrease our revenues and profitability.*

Our financial performance is affected by the availability of qualified personnel and the cost of labor. As of May 31, 2006, we had 2,556 employees, including 823 salaried, 305 union hourly and 1,428 non-union hourly employees. Employees represented by a union presently are subject to one collective bargaining agreement in the United States that expires in February 2007. If we are unable to enter into new, satisfactory labor agreements with our unionized employees upon expiration of their collective bargaining agreement or other labor

controversies or union organizing efforts arise, we could experience a significant disruption to our operations, lose business or experience an increase in our operating expenses, which could reduce our profit margins.


	*We may have to make significant cash payments to our defined benefit pension plans, reducing the cash available for our business.*

We have four defined benefit pension plans covering certain U.S. hourly and salaried employees. All of these plans have been frozen. Our current funding policy is to contribute at least the minimum funding amounts required by law. Based on current actuarial estimates, we expect to contribute approximately $1.3 million to our U.S. defined benefit pension plans during 2006. If the performance of our assets in our pension plans does not meet our expectations or if other actuarial assumptions are modified, our contributions for these years could be higher than we expect, thus reducing the available cash for our business.


	*Fluctuations in exchange and interest rates may affect our operating results.*

Fluctuations in the value of the U.S. dollar may decrease our sales or earnings. Because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings. We also bid for certain foreign projects in U.S. dollars. If the U.S. dollar strengthens relative to the value of the local currency, we may be less competitive on those projects. In addition, our debt service requirements are primarily in U.S. dollars and a portion of our cash flow is generated in euros or other foreign currencies. Significant changes in the value of the foreign currencies relative to the U.S. dollar could limit our ability to meet interest and principal payments on our debt and impair our financial condition.

In addition, fluctuations in currencies relative to the U.S. dollar may make it more difficult to perform period-to -period comparisons of our reported results of operations. For purposes of accounting, the assets and liabilities of our foreign operations, where the local currency is the functional currency, are translated using period-end exchange rates, and the revenues and expenses of our foreign operations are translated using average exchange rates during each period.

In addition to currency translation risks, we incur currency transaction risk whenever we or one of our subsidiaries enters into either a purchase or a sales transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, we may not be able to effectively manage our currency and/or translation risks. Volatility in currency exchange rates may decrease our revenues and profitability and impair our financial condition. We have purchased and may continue to purchase foreign currency forward purchase and sales contracts to manage the risk of adverse currency fluctuations.


	*Our operations could be impacted by the effects of hurricanes, which could be more severe than the damage and impact that our New Iberia, Louisiana operations encountered from hurricanes in 2005.*

Some of our operations, including our operations in New Iberia, Louisiana and Houston, Texas, are located in geographic regions and physical locations that are susceptible to physical damage and longer-term economic disruption from hurricanes. We also expect to make significant capital expenditures in hurricane-susceptible locations in the near future. These weather events can disrupt our operations, result in damage to our properties and negatively affect the local economy in which these facilities operate. In 2005, for example, our New Iberia, Louisiana operations encountered some damage from the storm surge and flooding caused by Hurricane Rita. Future hurricanes may cause production or delivery delays as a result of the physical damage to the facilities, the unavailability of employees and temporary workers, the shortage of or delay in receiving certain raw materials or manufacturing supplies and the diminished availability or delay of transportation for customer shipments, any of which may have an adverse affect on our revenues and profitability. Although we maintain insurance subject to certain deductibles, which may cover some of our losses, that insurance may become unavailable or prove to be inadequate.


	*Failure to protect our intellectual property and know-how could reduce or eliminate any competitive advantage and reduce our sales and profitability.*

We rely on a combination of internal procedures, nondisclosure agreements, intellectual property rights assignment agreements, licenses, patents, trademarks and copyright law to protect our intellectual property and know-how. Our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented or challenged. For example, we frequently explore and evaluate potential relationships and projects with other parties, which often requires that we provide the potential partner with confidential technical information. While confidentiality agreements are typically put in place, there is a risk the potential partner could violate the confidentiality agreement and use our technical information for its own benefit or the benefit of others or compromise the confidentiality. In addition, the laws of certain foreign countries in which our products may be sold or manufactured do not protect our intellectual property rights to the same extent as the laws of the United States. For example, we are increasing our manufacturing capabilities and sales in China, where laws may not protect our intellectual property rights to the same extent as in the United States. Failure or inability to protect our proprietary information could result in a decrease in our sales or profitability.

We have obtained and applied for some U.S. and foreign trademark and patent registrations and will continue to evaluate the registration of additional trademarks and patents, as appropriate. We cannot guarantee that any of our pending applications will be approved. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge them. A failure to obtain registrations in the United States or elsewhere could limit our ability to protect our trademarks and technologies and could impede our business. The patents in our patent portfolio are scheduled to expire between 2006 and 2023.

In addition, we may be unable to prevent third parties from using our intellectual property rights and know-how without our authorization or from independently developing intellectual property that is the same as or similar to ours, particularly in those countries where the laws do not protect our intellectual property rights as fully as in the United States. We compete in a number of industries (for example, heat exchangers and cryogenic storage) that are small or specialized, which makes it easier for a competitor to monitor our activities and increases the risk that ideas will be stolen. The unauthorized use of our know-how by third parties could reduce or eliminate any competitive advantage we have developed, cause us to lose sales or otherwise harm our business or increase our expenses as we attempt to enforce our rights.


	We may be subject to claims that our products or processes infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages, modify our products or processes or prevent us from selling our products.

Although it is our intention to avoid infringing or otherwise violating the intellectual property rights of others, third parties may nevertheless claim that our processes and products infringe their intellectual property rights. For example, our BioMedical business manufactures products for relatively broad consumer use, is actively marketing these products in multiple jurisdictions internationally and risks infringing technologies that may be protected in one or more of these international jurisdictions as the scope of our international marketing efforts expands. Our strategies of capitalizing on growing international demand as well as developing new innovative products across multiple business lines present similar infringement claim risks both internationally and in the United States as we expand the scope of our product offerings and markets. We compete with other companies for contracts in some small or specialized industries, which increases the risk that the other companies will develop overlapping technologies leading to an increased possibility that infringement claims will arise. Whether or not these claims have merit, we may be subject to costly and time-consuming legal proceedings, and this could divert our management’s attention from operating our businesses. In order to resolve such proceedings, we may need to obtain licenses from these third parties or substantially re-engineer or rename our products in order to avoid infringement. In addition, we might not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to reengineer or rename our products successfully.


	*We are subject to regulations governing the export of our products.*

Due to our significant foreign sales, our export activities are subject to regulation, including the U.S. Treasury Department’s Office of Foreign Assets Control’s regulations. While we believe we are in compliance with these regulations, we may currently or may in the future be in violation of these regulations. Any violations may subject us to government scrutiny, investigation and civil and criminal penalties and may limit our ability to export our products.


	*As a provider of products to the U.S. government, we are subject to federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business.*

We sell certain of our products to the U.S. government and, therefore, we must comply with and are affected by laws and regulations governing purchases by the U.S. government. Government contract laws and regulations affect how we do business with our government customers and, in some instances, impose added costs on our business. For example, a violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts. In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions.


	*We are controlled by First Reserve, whose interests may not be aligned with yours or ours.*

Upon completion of this offering, First Reserve will continue to control a significant portion of our capital stock. As a result, First Reserve may have the ability to control our policies and operations, including the election of directors, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions, future issuances of our common stock or other securities, the implementation of stock repurchase programs, the payments of dividends, if any, on our common stock, the incurrence of debt by us and amendments to our certificate of incorporation and bylaws. In addition, First Reserve has the right to designate members of our board of directors as described below under the caption “Certain Related Party Transactions — Stockholders Agreement.” Additionally, First Reserve is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. First Reserve may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as First Reserve continues to own a significant amount of our equity, even if such amount is less than 50%, it will continue to be able to strongly influence or effectively control our decisions.


	*As a “controlled company” within the meaning of the Nasdaq Marketplace rules, we may qualify for, and would rely on, exemptions from certain corporate governance requirements.*

Under the terms of this offering, we will not be a “controlled company” under the Nasdaq Marketplace rules. However, if the size of this offering is reduced, we may qualify as a “controlled company.” If after completion of this offering, First Reserve continues to control a majority of our outstanding common stock, we would be a “controlled company” within the meaning of the Nasdaq Marketplace corporate governance standards. Under the Nasdaq Marketplace rules, a company of which more than 50% of the voting power is held by another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that either (i) we have a nominations committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or (ii) director nominees are selected or recommended by a majority of the independent directors and (3) the requirement that either (i) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or (ii) executive compensation is approved or recommended by a majority of the independent directors. If available, we intend to utilize these exemptions. As a result, we would not have a majority of independent directors and we may not have a compensation committee or a nominations committee. Accordingly, you would not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Marketplace corporate governance requirements.

Risks Related To Our Leverage


	Because most of the proceeds from this offering will be used to pay a dividend to our current stockholders, only a portion of the proceeds will be used to repay our existing debt and none of such proceeds will be used to further invest in our business.


	Our substantial leverage and significant debt service obligations could limit our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from fulfilling our debt service obligations.

We are highly leveraged and have significant debt service obligations. Our financial performance could be affected by our substantial leverage. As of March 31, 2006, our total indebtedness was $341.5 million. In addition, at that date, we had $24.9 million of letters of credit and bank guarantees outstanding and borrowing capacity of approximately $35.1 million under the revolving portion of our senior secured credit facility, after giving effect to the letters of credit and bank guarantees outstanding. We may also incur additional indebtedness in the future. This high level of indebtedness could have important negative consequences to us and you, including:


	•	we may have difficulty generating sufficient cash flows to pay interest and satisfy our debt obligations;

	•	we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;

	•	we need to use a substantial portion of our available cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities;

	•	some of our debt, including our borrowings under our senior secured credit facility, has variable rates of interest, which exposes us to the risk of increased interest rates;

	•	our debt level increases our vulnerability to general economic downturns and adverse industry conditions;

	•	our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;

	•	our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt;

	•	our customers may react adversely to our significant debt level and seek or develop alternative suppliers; and

	•	our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects.

Our net cash flow generated from operating activities was $12.3 million, $34.4 million (on a combined basis), $35.1 million and $24.5 million (on a combined basis) for the three months ended March 31, 2006 and the years 2005, 2004 and 2003, respectively. Our high level of indebtedness requires that we use a substantial portion of our cash flow from operations to pay principal of, and interest on, our indebtedness, which will

reduce the availability of cash to fund working capital requirements, capital expenditures, research and development or other general corporate or business activities, including future acquisitions.

In addition, a substantial portion of our indebtedness bears interest at variable rates. If market interest rates increase, debt service on our variable-rate debt will rise, which would adversely affect our cash flow. Although our senior secured credit facility requires us to employ hedging strategies such that not less than 50% of our total debt carries a fixed rate of interest for a period of three years following consummation of the Acquisition, any hedging arrangement put in place may not offer complete protection from this risk. Additionally, the remaining portion of the senior secured credit facility may not be hedged and, accordingly, the portion that is not hedged will be subject to changes in interest rates.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our senior secured credit facility or otherwise in an amount sufficient to permit us to pay the principal and interest on our indebtedness or fund our other liquidity needs. We may be unable to refinance any of our debt, including our senior secured credit facility or the notes, on commercially reasonable terms. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources.”

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our senior secured credit facility and the indenture under which the notes were issued restrict our ability to use the proceeds from asset sales. We may be unable to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may be inadequate to meet any debt service obligations then due. See “Description of Indebtedness.”


	*Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we face.*

We may be able to incur substantial additional indebtedness in the future. The terms of our debt instruments do not fully prohibit us from doing so. The revolving credit portion of our senior secured credit facility provides commitments of up to $60.0 million, approximately $35.1 million of which would have been available for future borrowings (after giving effect to letters of credit and bank guarantees outstanding) as of March 31, 2006 on a pro forma basis after giving effect to this offering and the application of the proceeds therefrom. Effective upon closing of this offering, our revolving credit facility will be amended to increase total commitments by $55.0 million to $115.0 million. If new debt is added to our current debt levels, the related risks that we now face could intensify.


	The senior secured credit facility and the indenture governing the notes contain a number of restrictive covenants which limit our ability to finance future operations or capital needs and engage in other business activities that may be in our interest.

The senior secured credit facility and the indenture governing the notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on us and our subsidiaries. Such restrictions affect or will affect, and in many respects limit or prohibit, among other things, our ability and the ability of our restricted subsidiaries to:


	•	incur additional indebtedness;

	•	create liens;

	•	pay dividends and make other distributions in respect of our capital stock;

	•	redeem our capital stock;

	•	make certain investments or certain other restricted payments;

	•	sell certain kinds of assets;


	•	enter into certain types of transactions with affiliates; and

	•	effect mergers or consolidations.

The senior secured credit facility also requires us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control.

The restrictions contained in our senior secured credit facility and the indenture governing the notes could:


	•	limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans; and

	•	adversely affect our ability to finance our operations, acquisitions, investments or strategic alliances or other capital needs or to engage in other business activities that would be in our interest.

A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under our senior secured credit facility and/or the indenture governing the notes. If an event of default occurs under our senior secured credit facility, which includes an event of default under the indenture governing the notes, the lenders could elect to:


	•	declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable;

	•	require us to apply all of our available cash to repay the borrowings; or

	•	prevent us from making debt service payments on the notes;

any of which would result in an event of default under the notes. The lenders will also have the right in these circumstances to terminate any commitments they have to provide further financing.

If we were unable to repay or otherwise refinance these borrowings when due, our lenders could sell the collateral securing our senior secured credit facility, which constitutes substantially all of our and our domestic wholly-owned subsidiaries’ assets.


	We are a holding company and we depend upon cash from our subsidiaries. If we do not receive cash distributions, dividends or other payments from our subsidiaries, we may be unable to meet our obligations.

We are a holding company and all of our operations are conducted through our subsidiaries. Accordingly, we are dependent upon the earnings and cash flows of, and cash distributions, dividends and other payments from, our subsidiaries to provide the funds necessary to meet our obligations. If we do not receive such cash distributions, dividends or other payments from our subsidiaries, we may be unable to meet our obligations, including the payment of principal or interest on our debt. In addition, certain of our subsidiaries are holding companies that rely on subsidiaries of their own as a source of funds to meet any obligations that might arise.

Generally, the ability of a subsidiary to make cash available to its parent is affected by its own operating results and is subject to applicable laws and contractual restrictions contained in its debt instruments and other agreements. Moreover, there may be restrictions on payments by our subsidiaries to us under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to shareholders only from profits. As a result, although our subsidiaries may have cash, we may be unable to obtain that cash to satisfy our obligations and make payments to our stockholders, if any.

Risks Related to this Offering


	*There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.*

Prior to this offering, there has not been a public market for our common stock. We have applied to have our common stock approved for quotation on the Nasdaq National Market. However, we cannot predict

the extent to which investor interest in our company will lead to the development of a trading market on the Nasdaq National Market or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the shares was determined by negotiations between us and the representatives of the underwriters based on numerous factors that we discuss in the “Underwriting” section of this prospectus and may not be indicative of prices that will prevail in the open market following this offering.

Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering.


	*Future sales of our shares could depress the market price of our common stock.*

The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the market after the offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

We, our executive officers and directors and affiliates of First Reserve have agreed with the underwriters not to sell, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, subject to specified exceptions, during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and UBS Securities LLC on behalf of the underwriters. See “Underwriting.”

After this offering, we will have 25,588,049 shares of common stock outstanding. Of those shares, the 12,500,000 shares we are offering will be freely tradable. The 11,213,049 shares that were outstanding immediately prior to this offering, plus up to an additional 1,875,000 shares that will be dividended to our existing stockholders in the event the over-allotment option is not exercised in full, will be eligible for resale from time to time after the expiration of the 180-day lock-up, subject to contractual and Securities Act restrictions, including those relating to volume, manner of sale and other conditions of Rule 144. None of those shares may currently be resold under Rule 144(k) without regard to volume limitations and no shares may currently be sold subject to volume, manner of sale and other conditions of Rule 144. After the expiration of the 180-day lock-up period, First Reserve and its affiliates, which collectively beneficially own 10,603,192 shares (12,376,214 shares in the event the over-allotment option is not exercised in full), will have the ability to cause us to register the resale of their shares and certain other holders of our unregistered common stock will be able to participate in such registration.


	*The market price of our common stock may be volatile, which could cause the value of your investment to decline.*

The initial public offering price for the common stock sold in this offering has been determined by negotiation between the representatives of the underwriters and us. This price may not reflect the market price of our common stock following this offering and the market price may not equal or exceed the initial public offering price of your shares. The trading price of our common stock may be subject to wide fluctuations. Factors affecting the trading price of our common stock may include:


	•	actual or anticipated variations in our operating results;

	•	changes in financial estimates by research analysts, or any failure by us to meet or exceed any such estimates, or changes in the recommendations of any research analysts that elect to follow our common stock or the common stock of our competitors;

	•	actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;

	•	actual or anticipated changes in the regulatory environment affecting our industry;

	•	changes in the market valuations of our industry peers; and


	•	announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. You may be unable to resell your shares of our common stock at or above the initial public offering price.


	*The tangible book value of shares of common stock purchased in the offering will be immediately diluted and may be subject to additional dilution in the future.*

The initial public offering price per share of our common stock is substantially higher than our pro forma net tangible book value per common share immediately after the offering. As a result, you may pay a price per share that substantially exceeds the tangible book value of our assets after subtracting our liabilities. Investors who purchase common stock in the offering will be diluted by $27.87 per share after giving effect to the sale of shares of common stock in this offering at an assumed initial public offering price of $20.00 per share, the mid-point of the estimated price range on the cover of this prospectus, assuming the dividend of 1,875,000 shares to the existing stockholders in the event the over-allotment option is not exercised. If we grant options in the future to our employees, and those options are exercised or other issuances of common stock are made, there will be further dilution.


	*Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law may discourage a takeover attempt.*

Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could make it more difficult for a third party to acquire us. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law impose various procedural and other requirements, which could make it more difficult for stockholders to effect certain corporate actions. For example, our amended and restated certificate of incorporation authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. Therefore, our board of directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. These rights may have the effect of delaying or deterring a change of control of our company. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock. See “Description of Capital Stock.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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


	•	the cyclicality of the markets which we serve;

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

	•	competition in our markets;

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

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

	•	our ability to successfully manage our growth;

	•	the loss of key employees;

	•	the pricing and availability of raw materials and our ability to manage our fixed-price contract exposure;

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

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

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

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

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

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

	•	labor costs and disputes;

	•	our relations with our employees;

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

	•	fluctuations in foreign currency exchange and interest rates;

	•	disruptions in our operations due to hurricanes;

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

	•	regulations governing the export of our products;

	•	the possibility that our existing stockholders’ interests will conflict with ours or yours;


	•	our status as a “controlled company” under Nasdaq corporate governance requirements;

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

	•	risks related to this offering; and

	•	other factors described in this prospectus.

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

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

MARKET AND INDUSTRY DATA

This prospectus includes industry data and forecasts that we have prepared based, in part, upon industry data and forecasts obtained from industry publications and surveys. These sources include publications by Energy Ventures Analysis, the Energy Information Administration, the International Energy Agency and Spiritus Consulting. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Forecasts are particularly likely to be inaccurate, especially over long periods of time. As an example of the unpredictable nature of these forecasts, in 1983, the U.S. Department of Energy forecast that oil would cost $74 per barrel in 1995; however, the price of oil was actually $17 per barrel. In addition, we do not know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements made herein as to our leading positions in our industry and segments are based on our sales volumes measured against management’s estimates of our competitors’ sales volumes, coupled with management’s knowledge and experience in the markets that we serve.

THE TRANSACTIONS

The following contains summaries of the terms of the material agreements that were entered into in connection with the Acquisition. Such agreements have been filed as exhibits to the registration statement of which this prospectus forms a part.

The Acquisition


	*General*

On August 2, 2005, Chart Industries entered into an agreement and plan of merger, which we refer to as the merger agreement, with certain of its then-existing stockholders, which we refer to as the Principal Stockholders, First Reserve and CI Acquisition, Inc., a Delaware corporation, which we refer to as CI Acquisition, and a wholly-owned subsidiary of First Reserve. The merger agreement provided for:


	•	the sale of shares of common stock of Chart Industries, par value $0.01 per share, owned by the Principal Stockholders, which we refer to as the Principal Stockholder Shares, to CI Acquisition, which we refer to as the “stock purchase;” and

	•	the merger of CI Acquisition with and into Chart Industries, with Chart Industries surviving the merger as an indirect, wholly-owned subsidiary of First Reserve, which we refer to as the “merger.”

We refer to the stock purchase and the merger, collectively as the “Acquisition.” The purpose of the Acquisition was to sell Chart Industries to First Reserve. In December 2004, Chart Industries engaged UBS Securities LLC to explore various strategic alternatives. Chart Industries’ board of directors conducted a confidential, controlled auction and ultimately chose First Reserve’s bid. Chart Industries and First Reserve agreed to the terms of the Acquisition in August 2005. The Acquisition closed on October 17, 2005.

Upon satisfaction of the conditions to the stock purchase, CI Acquisition purchased the Principal Stockholder Shares from the Principal Stockholders for a purchase price, or the Per Share Purchase Price, equal to $64.75 per share in cash.

Chart Industries, First Reserve and CI Acquisition caused the merger to occur immediately after the closing of the stock purchase. At the effective time of the merger, each share of common stock of Chart Industries outstanding (other than treasury stock, shares held by First Reserve or CI Acquisition, and shares with respect to which appraisal rights were exercised under Delaware law) were converted into the right to receive the Per Share Purchase Price in cash, without interest, which we refer to as the merger consideration. At the effective time of the merger, all those shares of common stock of Chart Industries were cancelled and ceased to be outstanding and each holder of a certificate representing that common stock ceased to have any rights with respect to the common stock of Chart Industries, except the right to receive the merger consideration.

In addition, in general the holders of outstanding Chart Industries warrants and stock options received, without the need to exercise those warrants and stock options, the same per share cash purchase price less the exercise price of the Chart Industries warrants and stock options. Notwithstanding this general treatment, the compensation committee of Chart Industries’ board of directors, in accordance with the terms of the merger agreement and Chart Industries’ stock option plans, adjusted some Chart Industries stock options (or portions of Chart Industries stock options) held by certain employees, to represent options to acquire shares of common stock of Chart Industries after the merger, which we refer to as rollover options.

After the merger, FR X Chart Holdings LLC became the direct owner of all of the outstanding capital stock of Chart Industries.


	*Agreement and Plan of Merger*

The merger agreement contains customary representations and warranties of the Principal Stockholders, Chart Industries, First Reserve and CI Acquisition and customary covenants and other agreements among the parties. None of the representations and warranties in the merger agreement survived the completion of the merger and the merger agreement did not provide for any post-closing indemnification obligations. The

representations and warranties of each party set forth in the merger agreement were made solely for the benefit of specified parties to the merger agreement (on the terms set forth in the merger agreement) and such representations and warranties may not be relied on by any other person.

The Financing

In connection with the Acquisition, First Reserve contributed $111.3 million to FR X Chart Holdings LLC, the direct parent of CI Acquisition in exchange for all of FR X Chart Holdings LLC’s equity. FR X Chart Holdings LLC then contributed $111.3 million to CI Acquisition in exchange for all of CI Acquisition’s capital stock. After the merger, FR X Chart Holdings LLC became the direct owner of all of the outstanding capital stock of Chart Industries. The remainder of the cash needed to finance the acquisition, including related fees and expenses, was provided by the offering of the notes and the borrowings under the senior secured credit facility provided by affiliates of the underwriters, as joint bookrunners, lead arrangers or lenders, and a syndicate of banks and other financial institutions.

The following table illustrates the approximate sources and uses for the Acquisition.


Sources				Uses

(In millions)
Senior secured credit facility:
	Revolving credit facility(1)	$	—	Purchase of equity(2)	$	378.8
	Term loan B facility		180.0	Repayment of then-existing debt(3)		66.8
Senior subordinated notes			170.0	Funded cash(2)		3.4
Equity contribution(4)			117.7	Fees and expenses		18.7

Total Sources of Funds		$	467.7	Total Uses of Funds	$	467.7


(1)	As of October 17, 2005, we had approximately $40.9 million available for borrowing under the revolving credit portion of the senior secured credit facility, subject to certain conditions, after giving effect to approximately $19.1 million outstanding letters of credit and bank guarantees.

(2)	Represents a purchase price of $378.8 million in respect of the equity, resulting in a gross cash purchase price of $449.0 million for the Acquisition. We had approximately $3.4 million of cash on hand upon consummation of the Acquisition, resulting in the net purchase price reflected above.

(3)	We used an estimated $14.3 million of cash on our balance sheet to repay existing debt immediately prior to the closing of the Acquisition.

(4)	Prior to the consummation of the Acquisition, management held options valued at $6.4 million, together with other options that were cashed out in the Acquisition. In connection with the Acquisition, our compensation committee elected to adjust these options to represent options to acquire shares of our common stock after consummation of the Acquisition. This amount includes $6.4 million representing the value of these options.

Equity Sponsor

First Reserve Corporation is the leading private equity firm specializing in the energy industry with $4.7 billion under management in four active funds. Founded in 1980, First Reserve Corporation was the first private equity firm to actively pursue building a broadly diversified investment portfolio within the energy and energy-related sectors. Since raising its initial pure buyout fund in 1992 First Reserve Corporation has made 50 principal transactions investing over $3.0 billion in equity. In addition, First Reserve Corporation portfolio companies have completed more than 200 add-on transactions. Past and present public First Reserve Corporation portfolio companies include Alpha Natural Resources, Inc., Cal Dive International, Inc., Chicago Bridge and Iron N.V., Dresser Inc., Dresser-Rand Group Inc., Foundation Coal Corporation, Maverick Tube Corporation, National Oilwell, Inc., Natural Resource Partners, Pride International, Inc., Superior Energy Services Inc. and Weatherford International Ltd.

USE OF PROCEEDS

We estimate that the net proceeds from the sale by us of the shares of common stock being offered hereby (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), after deducting underwriting discounts and other fees and expenses payable by us, will be approximately $233.8 million. We intend to use approximately $25.0 million of the net proceeds to repay a portion
of the term loan under our senior secured credit facility. We intend to use the remaining approximately $208.8 million of the net proceeds to pay a dividend, ratably, based on their percentage ownership of our common stock, to our stockholders existing immediately prior to the offering, consisting of affiliates of First Reserve and certain members of our management. Of such amount, approximately $197.4 million will be received by FR X Chart Holdings LLC, an affiliate of First Reserve. In addition, approximately $11.4 million in the aggregate will be received by certain of our executive officers and other members of our management, consisting of Mr. Thomas ($8,147,526) and Mr. Biehl ($456,202), and approximately $2,749,780 to be received by seven other employees in the aggregate. We will pay the estimated offering expenses of $2.4 million out of cash on hand.

The term loan currently accrues interest at a floating rate equal to LIBOR plus 2.0% per annum and is due to mature on October 17, 2012.

We also intend to use the net proceeds we receive from any shares sold pursuant to the underwriters’ over-allotment option, after deducting underwriting discounts, to pay an additional dividend, ratably, based on their percentage ownership of our common stock, to our existing stockholders. In the event the underwriters fully exercise their over-allotment option, the amount of this dividend will be approximately $35.1 million. Of such amount, approximately $33.2 million will be received by FR X Chart Holdings LLC, an affiliate of First Reserve. In addition, approximately $1.9 million in the aggregate will be received by certain of our executive officers and other members of our management, consisting of Mr. Thomas ($1,368,492) and Mr. Biehl ($76,626), and approximately $461,864 to be received by seven other employees in the aggregate.

Any increase or decrease in the amount of net proceeds raised in this offering from the amount stated above will increase or decrease the cash dividend to be paid to our existing stockholders, respectively, but will not materially affect the amount of debt we intend to repay as described above. An increase of 1,000,000 shares from the expected number of shares to be sold in this offering, assuming no change in the assumed initial public offering price per share, would increase our net proceeds from this offering by $18.7 million and the amount of the dividend by $18.7 million. A $0.25 increase (decrease) in the assumed public offering price per share of the common stock (the mid-point of the range on the cover page of this prospectus) would increase (decrease) the net proceeds that we receive in this offering (and, accordingly, that we dividend to our stockholders) by approximately $2.9 million, after deducting underwriting discounts, assuming the number of shares being offered, as set forth on the cover page of this prospectus does not change.

DIVIDEND POLICY

Immediately prior to the consummation of this offering, we intend to declare three dividends, which will be payable ratably, based on their percentage ownership of our common stock, to our stockholders existing prior to the offering.


	•	The first dividend will be a cash dividend of $208.8 million, assuming an initial public offering price per share of $20.00, which we will pay to our existing stockholders out of a portion of the net proceeds from this offering.

	•	The second dividend will be a cash dividend of up to $35.1 million, assuming an initial public offering price per share of $20.00, which we will pay to our existing stockholders with all of the proceeds we receive from the shares sold pursuant to the underwriters’ over-allotment option, if exercised.

	•	The third dividend will be a stock dividend of up to 1,875,000 shares of our common stock, which we will pay to our existing stockholders, the terms of which will require that shortly after the expiration of the underwriters’ over-allotment option (assuming the option is not exercised in full), we issue to our existing stockholders the number of shares equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the actual number of shares the underwriters purchase from us pursuant to that option.

The purpose of the cash dividend described in the first bullet above is to distribute a portion of the proceeds from this offering to our existing stockholders. As the intended use of proceeds from the exercise of the over-allotment option by the underwriters is a dividend to our existing stockholders, we have assumed that investors will factor into their analysis the dilutive effect of those shares being issued and the proceeds being dividended out of our company by reducing their valuation of our company. Accordingly, in the event the option is not exercised, we have contemplated that the shares subject to the option will be dividended to our existing stockholders as described in the third bullet above. Such stock dividend would have the same dilutive effect as selling those shares upon the exercise of the over-allotment option and dividending the proceeds to our existing owners.

An increase of 1,000,000 shares from the expected number of shares to be sold in this offering, assuming no change in the assumed initial public offering price per share, would increase our net proceeds from this offering by $18.7 million and the amount of the dividend by $18.7 million. A $0.25 increase (decrease) in the assumed public offering price per share of the common stock (the mid-point of the range on the cover page of this prospectus) would increase (decrease) the net proceeds that we receive in this offering (and, accordingly, that we dividend to our stockholders) by approximately $2.9 million, after deducting underwriting discounts, assuming the number of shares being offered, as set forth on the cover page of this prospectus does not change.

Other than the dividends described above, we do not currently intend to pay any cash dividends on our common stock, and instead intend to retain earnings, if any, for future operations and debt reduction. The amounts available to us to pay cash dividends will be restricted by our senior secured credit facility. The indenture governing the notes also limits our ability to pay dividends. In connection with this offering, we amended our senior secured credit facility to remove certain restrictions on our ability to consummate the offering and use the proceeds as described in “Use of Proceeds.” Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2006 (1) on an actual basis and (2) on an as adjusted basis to reflect:



	•	the sale by us of 12,500,000 shares of our common stock in this offering, after deducting underwriting discounts and estimated offering expenses;


	•	the application of the estimated net proceeds as described in “Use of Proceeds” as well as the $25.0 million voluntary principal prepayment under the term loan portion of our senior secured credit facility in the second quarter of 2006 and the payment of $16.5 million of cash to acquire Cooler Service;

	•	the 4.6263-for-one stock split we expect to effect immediately prior to the consummation of this offering;

	•	the issuance of 2,651,012 shares which have been issued to FR X Chart Holdings LLC upon its exercise of its warrant for $37.1 million in cash (see “Certain Related Party Transactions”);

	•	the issuance of 609,856 shares which have been issued to certain members of management upon their exercise of their rollover options for $2.1 million in cash (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Requirements”); and

	•	the stock dividend of 1,875,000 shares to our existing stockholders shortly after the expiration of the underwriters’ over-allotment option, assuming no exercise of that option.

The information in this table should be read in conjunction with “The Transactions,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.


				As of
				March 31, 2006

				Actual		As Adjusted

				(Unaudited, in millions,
				except share and per
				share data)
Cash and cash equivalents				$	19.5	$	14.8
Debt:
	Senior secured credit facility:
			Revolving credit facility(1)		—		—
			Term loan facility		170.0		120.0
	9 ¹ / 8 % senior subordinated notes due 2015				170.0		170.0
	Other debt(2)				1.5		1.5

Total debt				$	341.5	$	291.5

Shareholder’s equity:
		Common stock, par value $0.01 per share, 9,500,000 shares authorized, actual, 150,000,000 shares authorized, as adjusted, 7,952,180 shares issued and outstanding, actual and 25,588,049 shares issued and outstanding, as adjusted(3)(4)			—		0.3
		Additional paid-in capital			117.7		179.3
		Retained earnings			5.5		5.5
		Accumulated other comprehensive income			0.9		0.9

		Total shareholder’s equity		$	124.1	$	186.0

Total capitalization				$	465.6	$	477.5


(1)	As of March 31, 2006, we had approximately $35.1 million available for borrowing under the revolving portion of the senior secured credit facility, subject to certain conditions, after giving effect to approximately $24.9 million of letters of credit and bank guarantees outstanding thereunder. The credit

facility has since been amended to increase the availability thereunder. See “The Transactions” and “Description of Indebtedness.”

(2) This relates to the indebtedness of CEM, our subsidiary located in China.

(3) 11,213,049 shares issued and outstanding as of May 22, 2006.

(4) To the extent we change the number of shares of common stock we sell in this offering from the 12,500,000 shares we expect to sell or we change the initial public offering price from the $20.00 per share assumed initial offering price, or any combination of these events occurs, our net proceeds from this offering and as adjusted additional paid-in capital may increase of decrease. A $0.25 increase (decrease) in the assumed initial public offering price per share of the common stock, assuming no change in the number of shares of common stock to be sold, would increase (decrease) the net proceeds that we receive in this offering (and accordingly that we dividend to our stockholders) and our as adjusted additional paid-in capital by $2.9 million and an increase (decrease) of 1,000,000 shares from the expected number of shares to be sold in the offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) our net proceeds from this offering and our as adjusted additional paid-in capital by approximately $18.7 million.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share after this offering. The net tangible book value per share presented below is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities as of March 31, 2006, divided by the number of shares of our common stock that would have been held by our existing stockholders had the stock dividend of 1,875,000 additional shares to our existing stockholders shortly after the expiration of the underwriters’ over-allotment option, assuming no exercise of that option, been made as of March 31, 2006. As of March 31, 2006, prior to giving effect to the offering, we had a net tangible book deficit of $(263.2) million, or $(23.47) per share. On a pro forma basis, after giving effect to:


	•	the sale of shares of common stock in this offering at an assumed initial public offering price of $20.00 per share, the mid-point of the price range on the cover of this prospectus;

	•	the payment of the $208.8 million dividend that we intend to declare prior to the consummation of the offering to the existing stockholders;

	•	the application of the estimated net proceeds as described under “Use of Proceeds” as well as the $25.0 million voluntary principal prepayment under the term loan portion of our senior secured credit facility in the second quarter of 2006 and the payment of $16.5 million of cash to acquire Cooler Service;

	•	the 4.6263-for -one stock split we expect to effect immediately prior to the consummation of this offering;

	•	the issuance of 2,651,012 shares which have been issued to FR X Chart Holdings LLC upon its exercise of its warrant for $37.1 million in cash;

	•	the issuance of 609,856 shares which have been issued to certain members of management upon their exercise of their rollover options for $2.1 million in cash; and


	•	the effect of any other pro forma adjustments,

our pro forma net tangible book deficit as of March 31, 2006 would have been $(201.3) million, or $(7.87) per share of common stock. This represents an immediate increase in net tangible book value (or a decrease in net tangible book deficit) of $15.60 per share to existing stockholders and an immediate dilution in net tangible book value of $27.87 per share to new investors.

The following table illustrates this dilution on a per share basis:


Initial public offering price per share					$	20.00
	Net tangible book deficit per share at March 31, 2006	$	(23.47	)
	Increase in net tangible book value per share attributable to new investors	$	15.60

Pro forma net tangible book deficit per share after the offering					$	(7.87	)

Dilution per share to new investors					$	27.87

A $0.25 increase (decrease) in the initial public offering price from the assumed initial public offering price of $20.00 per share would decrease (increase) our net tangible book deficit after giving effect to this offering by approximately $2.9 million, our pro forma net tangible book deficit per share after giving effect to the offering by $0.11 per share and the dilution in net tangible book deficit per share to new investors in this offering by $0.14 per share, after deducting the estimated underwriting discounts and commissions and assuming no other change to the number of shares offered by us as set forth on the cover page of this prospectus. We will reduce the number of shares that we will issue to our existing stockholders in the stock dividend described in the first paragraph above by the number of shares sold to the underwriters pursuant to their over-allotment option. We will also pay to our existing stockholders a cash dividend equal to all proceeds

we receive from any such sale to the underwriters. As a result, our pro forma net tangible book value will not be affected by the underwriters’ exercise of their over-allotment option.

The following table summarizes, on the same pro forma basis as of March 31, 2006, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by the existing stockholders and by new investors purchasing shares in this offering:


		Shares Purchased				Total Consideration
												Average Price
		Number		Percent		Amount			Percent			Per Share

		(In millions)
Existing stockholders			13,088,049		51.1%	$	(58.2	)		(30.3	)%	$	(4.45	)
New investors			12,500,000		48.9%		250.0			130.3			20.00

	Total		25,588,049		100.0%	$	191.8			100.0	%	$	7.50

Total consideration and average price per share paid by the existing stockholders in the table above give effect to the $208.8 million dividend and the stock dividend of 1,875,000 shares we intend to pay to the existing stockholders in connection with this offering. As the table indicates, the total consideration for the existing stockholders’ shares is $(58.2) million, with an average share price of $(4.45), which means that the existing stockholders in the aggregate will have received $58.2 million more than they originally invested.

The number of shares held by existing stockholders will be reduced to the extent the underwriters exercise their over-allotment option. If the underwriters fully exercise their option, the existing stockholders will own a total of 11,213,049 shares or approximately 43.8% of our total outstanding shares which will decrease the average price paid by the existing stockholders per share to $(8.32).

To the extent that we grant options to our employees in the future, and those options are exercised or other issuances of common stock are made, there will be further dilution to new investors.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial information has been derived by the application of pro forma adjustments to the historical combined financial statements for the period from January 1, 2005 to October 16, 2005 and for the period from October 17, 2005 to December 31, 2005, and our consolidated financial statements for the three months ended March 31, 2006. The unaudited pro forma statements of operations for the year ended December 31, 2005 and the three months ended March 31, 2006 give effect to (i) the Acquisition, (ii) the notes offering of October 17, 2005 and the borrowings under our senior secured credit facility and (iii) this offering of common stock and the estimated use of proceeds from this offering, as if they had been consummated on January 1, 2005. The unaudited as adjusted balance sheet as of March 31, 2006 gives effect to this offering and the estimated use of proceeds from this offering, as if they had occurred on March 31, 2006. The adjustments necessary to fairly present this pro forma financial information have been made based on available information and in the opinion of management are reasonable and are described in the accompanying notes. The unaudited pro forma financial information should not be considered indicative of actual results that would have been achieved had these transactions been consummated on the respective dates indicated and do not purport to indicate results of operations as of any future date or for any future period. The assumptions used in the preparation of the unaudited pro forma financial information may not prove to be correct. You should read the unaudited pro forma financial information together with “Risk Factors,” “Use of Proceeds,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the notes thereto included elsewhere in this prospectus.

CHART INDUSTRIES, INC.

UNAUDITED AS ADJUSTED BALANCE SHEET

As of March 31, 2006


							As
		Historical		Offering Adjustments			Adjusted

		(In thousands, except share data)
Assets
Current Assets
	Cash and cash equivalents	$	19,462	$	11,879	^(a)(c)(d)(e)	$	31,341	^(b)
	Accounts receivable, net		64,237					64,237
	Inventories, net		53,596					53,596
	Unbilled contract revenue		32,440					32,440
	Prepaid expenses		3,096					3,096
	Other current assets		14,176					14,176
	Assets held for sale		3,084					3,084

Total current assets			190,091		11,879			201,970
Property, plant and equipment, net			66,205					66,205
Goodwill			236,810					236,810
Identifiable intangible assets, net			150,495					150,495
Other assets, net			12,882					12,882

	Total assets	$	656,483	$	11,879		$	668,362


Liabilities and Shareholder’s Equity
Current Liabilities
	Accounts payable	$	38,130				$	38,130
	Customer advances and billings in excess of contract revenue		40,166					40,166
	Accrued salaries, wages and benefits		14,503					14,503
	Warranty reserve		3,760					3,760
	Other current liabilities		18,385					18,385
	Short-term debt		1,513					1,513

Total current liabilities			116,457		—			116,457
Long-term debt			340,000		(50,000	) ^(d)		290,000
Long-term deferred tax liabilities			56,038					56,038
Other long-term liabilities			19,842					19,842

Shareholder’s Equity
	Common stock, par value $0.01 per share, 9,500,000 shares authorized, actual, 150,000,000 shares authorized, as adjusted, 7,952,180 shares issued and outstanding, actual and 25,588,049 shares issued and outstanding, as adjusted		80		157	^(c)(e)		237
	Additional paid in capital		117,625		61,722	^(a)(c)(e)		179,347
	Retained earnings		5,539		—			5,539
	Accumulated other comprehensive income		902		—			902

Shareholder’s equity			124,146		61,879			186,025

	Total liabilities and shareholder’s equity	$	656,483	$	11,879		$	668,362


(a)	Reflects payment, using cash on-hand, of $2,358 of expenses in connection with this offering, which reduces additional paid in capital.


(b)	The as adjusted cash and cash equivalents excludes the cash payment of the purchase price in the amount of $16,500 for Cooler Service paid on May 26, 2006. See “Capitalization” for our cash and cash equivalents giving effect to that payment.


(c)	Reflects $39,237 of cash received upon the exercise by FR X Chart Holdings LLC of its warrant and the exercise by certain members of management of their rollover options. This transaction increased common stock by $32 (3.2 million shares issued at $0.01 per share) and additional paid in capital by $39,205.



(d)	Reflects the use of a portion of the proceeds from the offering, net of fees and expenses, and cash received upon the exercise by FR X Chart Holdings LLC of its warrant and the exercise by certain members of management of their rollover options, and cash on hand to repay $50,000 of term loans under our senior secured credit facility.



(e)	Reflects the assumed gross proceeds of $250,000 from the offering, net of underwriting discounts of $16,250, which increases common stock by $125 (12.5 million shares issued at $0.01 per share) and increases additional paid in capital by $233,625. On a pro forma basis as of March 31, 2006, $208,750 of the net proceeds from the offering is assumed to be used to pay a dividend to our existing stockholders, which reduces additional paid in capital. See “Use of Proceeds.” Of such amount, $197,396 will be received by FR X Chart Holdings LLC, $8,148 will be received by Mr. Thomas, $456 will be received by Mr. Biehl and approximately $2,750 will be received by seven other employees.

CHART INDUSTRIES, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

Year Ended December 31, 2005


		Reorganized			Successor
																	Pro Forma
		January 1,			October 17,						Pro Forma						As Adjusted
		2005 to			2005 to						Year Ended						Year Ended
		October 16,			December 31,			Pro Forma			December 31,			Offering			December 31,
		2005(1)			2005(2)			Adjustments(3)			2005			Adjustments(4)			2005

		(In thousands, except per share data)
Sales		$	305,497		$	97,652		$	—		$	403,149		$	—		$	403,149
Cost of sales			217,284			75,733			—			293,017			—			293,017

Gross profit			88,213			21,919			—			110,132			—			110,132
Selling, general and administrative expenses			59,826			16,632			8,306	(a)(b)		84,764			—			84,764
Acquisition expenses			6,602			—			—			6,602			—			6,602
Employee separation and plant closure costs			1,057			139			—			1,196			—			1,196
(Gain) Loss on sale of assets			(131	)		78			—			(53	)		—			(53	)

			67,354			16,849			8,306			92,509			—			92,509

Operating income (loss)			20,859			5,070			(8,306	)		17,623			—			17,623
Other expense (income)
	Interest expense, net(5)		4,192			5,565			17,681	(c)		27,438			(3,313	)		24,125
	Financing costs amortization		—			308			1,171	(d)		1,479			—			1,479
	Derivative contracts valuation expense (income)		(28	)		(9	)		—			(37	)		—			(37	)
	Foreign currency loss (gain)		659			101			—			760			—			760

			4,823			5,965			18,852			29,640			(3,313	)		26,327

(Loss) income from operations before income taxes and minority interest			16,036			(895	)		(27,158	)		(12,017	)		3,313			(8,704	)
Income tax (benefit) expense(5)			7,159			(441	)		(10,320	)(e)		(3,602	)		1,259			(2,343	)

(Loss) income from operations before minority interest			8,877			(454	)		(16,838	)		(8,415	)		2,054			(6,361	)
Minority interest, net of taxes			(19	)		(52	)		—			(71	)		—			(71	)

Net income (loss)		$	8,858		$	(506	)	$	(16,838	)	$	(8,486	)	$	2,054		$	(6,432	)

Basic and Diluted Earnings Per Share Data(6)(7)
Basic (loss) earnings per share(8)		$	1.65		$	(0.06	)				$	(1.06	)				$	(0.25	)
Diluted (loss) earnings per share(8)		$	1.57		$	(0.06	)				$	(1.06	)				$	(0.25	)
Weighted-average shares—basic			5,366			7,952						7,952						25,604
Weighted-average shares—diluted			5,649			7,952						7,952						25,604

CHART INDUSTRIES, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

Three Months Ended March 31, 2006


		Successor											Pro Forma
							Pro Forma						As Adjusted
		Three Months					Three Months						Three Months
		Ended					Ended						Ended
		March 31,			Pro Forma		March 31,			Offering			March 31,
		2006			Adjustments(3)		2006			Adjustments(4)			2006

		(In thousands, except per share data)
Sales		$	120,840		$	—	$	120,840		$	—		$	120,840
Cost of sales			83,853			—		83,853			—			83,853

Gross profit			36,987			—		36,987			—			36,987
Selling, general and administrative expenses			21,039					21,039			—			21,039
Employee separation and plant closure costs			162			—		162			—			162

			21,201			—		21,201			—			21,201

Operating income (loss)			15,786			—		15,786			—			15,786
Other expense (income)
	Interest expense, net(5)		6,545			—		6,545			(828	)		5,717
	Financing costs amortization		370			—		370			—			370
	Foreign currency loss (gain)		(148	)		—		(148	)		—			(148	)

			6,767			—		6,767			(828	)		5,939

Income from operations before income taxes and minority interest			9,019			—		9,019			828			9,847
Income tax (benefit) expense(5)			2,980			—		2,980			315			3,295

Income from operations before minority interest			6,039			—		6,039			513			6,552
Minority interest, net of taxes			6			—		6			—			6

Net income		$	6,045		$	—	$	6,045		$	513		$	6,558

Basic and Diluted Earnings Per Share Data(6)(7)
Basic earnings per share(8)		$	0.76				$	0.76					$	0.26
Diluted earnings per share(8)		$	0.73				$	0.73					$	0.26
Weighted-average shares — basic			7,952					7,952						25,604
Weighted-average shares — diluted			8,285					8,285						25,604

Our capital structure changed as a result of the Acquisition. Due to required purchase accounting adjustments relating to such transaction, the consolidated financial and other information for the period subsequent to the Acquisition, which we refer to as the 2005 Successor Period, is not comparable to such information for the periods prior to the Acquisition, which we refer to as the 2005 Reorganized Period. The pro forma information, including the allocation of the purchase price, is based on management’s estimates and valuations of the tangible and intangible assets that were acquired.


(1)	The amounts in this column represent the reported results of Chart Industries, Inc. prior to the Acquisition, from January 1, 2005 through October 16, 2005.

(2)	The amounts in this column represent the reported results of Chart Industries, Inc. subsequent to the Acquisition, for the period from October 17, 2005 to December 31, 2005.

(3)	The amounts in this column represent the adjustments to reflect the pro forma impact of the Acquisition as follows:


	(a)	Reflects the adjustment to historical expense for management fees of $306 charged by our Reorganized Company majority shareholders, which are not charged by First Reserve.

	(b)	Reflects the adjustment to historical expense for the change in amortization expense due to the revaluation of our identifiable finite-lived intangible assets in purchase accounting. Annual amortization expense under the new basis of accounting is estimated to be $14,271, of which $2,973 was recognized during the 2005 Successor Period, and $2,686 of amortization expense relating to finite-lived intangible assets was recorded during the 2005 Reorganized Period, resulting in a pro forma adjustment of $8,612.

	(c)	Reflects the adjustment to historical interest expense for interest on the senior secured credit facility entered into in conjunction with the Acquisition of $11,925 assuming an outstanding balance of $180,000 and an interest rate of 6.625% per annum. This interest rate is variable and was calculated as LIBOR plus 2.00%, which is equal to the 180-day LIBOR interest rate contract that we entered into on November 21, 2005 under the credit facility. A 0.125% change in the variable interest rate would affect pro forma income before taxes by $225. Also, reflects the adjustment to historical interest expense for interest on the notes issued in conjunction with the Acquisition of $15,513, assuming an outstanding balance of $170,000 and a fixed interest rate of 9.125% per annum. During the 2005 Successor Period, $5,565 of interest expense was recorded for the senior secured credit facility and the notes and $4,192 of interest expense was recorded in the 2005 Reorganized Period for our then existing senior credit facility. This results in a pro forma adjustment of $17,681.

	(d)	Reflects the adjustment to historical expense for the change in amortization expense for deferred financing costs that were paid in conjunction with the Acquisition. The annual amortization expense is estimated to be $1,479, of which $308 was recorded in the 2005 Successor Period, and no amortization expense was recorded in the 2005 Reorganized Period, resulting in a pro forma adjustment of $1,171.

	(e)	Reflects the income tax of our pro forma adjustments to the income statement at an estimated statutory tax rate of 38%.


(4)	The amounts in this column represent the adjustments to reflect the pro forma impact of this offering and the estimated use of proceeds therefrom.


(5)	Reflects the offering adjustment to historical interest expense for the $50,000 principal payment of our senior secured credit facility using the proceeds from the exercise of the warrant and rollover options, cash on hand and the proceeds of this offering for the year ended December 31, 2005 and the three months ended March 31, 2006. The interest rate used in the calculation is 6.625% per annum. This interest is variable and was calculated as LIBOR plus 2.0%, which is equal to the 180-day LIBOR interest rate contract that we entered into on November 21, 2005 under the credit facility. A 0.125% change in the variable interest rate would affect pro forma as adjusted income before taxes by $163 and $40 for the year ended December 31, 2005 and the three months ended March 31, 2006, respectively. The income tax effect of our offering adjustments has been calculated using an estimated statutory tax rate of 38% for both the year ended December 31, 2005 and the three months ended March 31, 2006.



(6)	Unaudited pro forma as adjusted basic and diluted earnings per share have been calculated in accordance with the SEC rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds would be necessary to repay any debt or to pay any dividend as reflected in the pro forma adjustments. In addition, pro forma as adjusted weighted average shares for purposes of the unaudited pro forma as adjusted basic and diluted earnings per share calculation, has been adjusted to reflect (i) the 4.6263-for -one stock split we expect to effect immediately prior to the consummation of this offering and (ii) the stock dividend of 1,875,000 shares to our existing stockholders that will be made shortly after the expiration of the underwriters’ over-allotment option assuming no exercise of that option, and includes 12,500,000 shares of our common stock being offered hereby.



(7)	The basic and diluted loss per share for the 2005 Successor Period are the same because incremental shares issuable upon conversion are anti-dilutive. For the three months ended March 31, 2006, the incremental shares issuable upon conversion of stock options and exercise of stock warrants are 307,418 and 25,546, respectively. For the purposes of computing diluted earnings per share, weighted average common share equivalents do not include 1,107,008 and 1,657,843 warrants and stock options, respectively, for the 2005 Successor Period and 780,511 stock options for the three months ended March 31, 2006 as the effect would be anti-dilutive.



(8)	Pro forma basic earnings (loss) per common share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Pro forma diluted earnings per common share is computed by dividing earnings (loss) available to common stockholders by the sum of weighted average common shares outstanding plus dilutive incremental common shares for the period. Pro forma basic and diluted common shares also include the number of shares from this offering whose proceeds were used for the repayment of debt.

The following table sets forth the computation of pro forma basic and diluted net income (loss) per share (in millions, except per share amounts):


								Pro Forma
					Pro Forma			As Adjusted
					As Adjusted			Three Months
					Year Ended			Ended
					December 31,			March 31,
					2005			2006

Basic and diluted pro forma net income per common share:
	Numerator:
		Net (loss) income			$	(6.4	)	$	6.6

	Denominator:
		Weighted-average common shares outstanding(a)				13.1			13.1
		Less: Weighted-average unvested common shares subject to repurchase or cancellation				—			—
		Add:
			Shares from this offering whose proceeds would be used for the repayment of debt(b)			1.3			1.3
			Shares from this offering whose proceeds would be used for the payment of a dividend(c)			11.2			11.2

				Denominator for basic calculation		25.6			25.6
		Effect for dilutive securities:
		Add: Weighted-average stock options and unvested common shares subject to repurchase or cancellation				—			—

				Denominator for diluted calculation		25.6			25.6

Pro forma net (loss) income per common share—basic					$	(0.25	)	$	0.26

Pro forma net (loss) income per common share—diluted					$	(0.25	)	$	0.26


(a)	Represents weighted-average shares outstanding after an adjustment for (i) the 4.6263-for-one stock split we expect to effect immediately prior to consummation of this offering and (ii) the stock dividend of 1,875,000 shares to our existing stockholders that will be made shortly after the expiration of the underwriters’ over-allotment option assuming no exercise of that option as follows:


Shares outstanding at December 31, 2005 and March 31, 2006			7,952,180
Issuance of shares upon exercise of FR X Chart Holdings LLC warrant			2,651,012
Issuance of shares upon exercise of certain members of managements’ rollover options			609,856
Shares issued for stock dividend to existing shareholders			1,875,000

Weighted-average common shares outstanding			13,088,048



(b)	Calculated as $25.3 million of proceeds to be used in the repayment of debt, including accrued interest thereon through the anticipated date of repayment, divided by the offering proceeds of $18.70 per share, net of issuance costs and expenses.



(c)	Calculated as $208.8 million of proceeds to be used in the payment of a dividend, divided by the offering proceeds of $18.70 per share, net of issuance costs and expenses.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The financial statements referred to as the Predecessor Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries prior to our Chapter 11 bankruptcy proceedings. Our 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 Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The financial statements referred to as the Reorganized Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries after our emergence from Chapter 11 bankruptcy proceedings and prior to the Acquisition and related financing thereof. The financial statements referred to as the Successor Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries after the Acquisition and the related financing thereof.

The following table sets forth the selected historical consolidated financial information as of the dates and for each of the periods indicated. The Predecessor Company selected historical consolidated financial data as of and for the years ended December 31, 2001 and 2002 is derived from our audited financial statements for such periods which have been audited by Ernst & Young LLP, an independent registered public accounting firm, and which are not included in this prospectus. The Predecessor Company selected historical consolidated financial data for the nine months ended September 30, 2003 is derived from our audited financial statements for such period included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The Predecessor Company selected historical consolidated financial data as of September 30, 2003 and the Reorganized Company selected historical consolidated financial data as of December 31, 2003 and October 16, 2005 are derived from our audited financial statements for such periods which have been audited by Ernst & Young LLP, and which are not included in this prospectus. The Reorganized Company selected historical consolidated financial data for the three months ended December 31, 2003, as of and for the year ended December 31, 2004 and for the period from January 1, 2005 to October 16, 2005 is derived from our audited financial statements for such periods included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The Successor Company selected historical consolidated financial statements and other data as of December 31, 2005 and for the period from October 17, 2005 to December 31, 2005 is derived from our audited financial statements for such period included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The selected historical consolidated financial information for the Reorganized Company for the three months ended March 31, 2005 has been derived from the unaudited condensed consolidated financial statements included elsewhere in this prospectus, which have been prepared on a basis consistent with the audited financial statements included elsewhere in this prospectus. The selected historical consolidated financial information for the Successor Company as of and for the three months ended March 31, 2006 has been derived from the unaudited condensed consolidated financial statements included elsewhere in this prospectus, which have been prepared on a basis consistent with the audited financial statements included elsewhere in this prospectus. In the opinion of management, such unaudited financial information reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods.

You should read the following table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, included elsewhere in this prospectus.


		Predecessor Company									Reorganized Company												Successor Company

											Three									Three						Three
		Years Ended						Nine Months			Months						January 1,			Months			October 17,			Months
		December 31,						Ended			Ended			Year Ended			2005 to			Ended			2005 to			Ended
								September 30,			December 31,			December 31,			October 16,			March 31,			December 31,			March 31,
		2001			2002			2003			2003			2004			2005			2005			2005			2006

		(In thousands, except per share data)
Statement of Operations Data:
	Sales	$	305,288		$	276,353		$	197,017		$	68,570		$	305,576		$	305,497		$	85,170		$	97,652		$	120,840
	Cost of sales(1)		226,266			205,595			141,240			52,509			211,770			217,284			60,532			75,733			83,853

	Gross profit		79,022			70,758			55,777			16,061			93,806			88,213			24,638			21,919			36,987
	Selling, general and administrative expenses		55,128			65,679			44,211			14,147			53,374			59,826			14,401			16,632			21,039
	Restructuring and other operating expenses, net(2)(3)		6,329			104,477			13,503			994			3,353			7,528			604			217			162

			61,457			170,156			57,714			15,141			56,727			67,354			15,005			16,849			21,201

	Operating income (loss)		17,565			(99,398	)		(1,937	)		920			37,079			20,859			9,633			5,070			15,786
	Interest expense, net(4)		24,465			19,176			10,300			1,344			4,712			4,164			985			5,556			6,545
	Other expense (income)		1,567			4,240			(3,737	)		(350	)		(465	)		659			21			409			222

			26,032			23,416			6,563			994			4,247			4,823			1,006			5,965			6,767

	(Loss) income from continuing operations before income taxes and minority interest		(8,467	)		(122,814	)		(8,500	)		(74	)		32,832			16,036			8,627			(895	)		9,019
	Income tax (benefit) expense		398			11,136			1,755			(125	)		10,134			7,159			3,071			(441	)		2,980
	(Loss) income from continuing operations before minority interest		(8,865	)		(133,950	)		(10,255	)		51			22,698			8,877			5,556			(454	)		6,039
	Minority interest, net of taxes and other		(199	)		(52	)		(63	)		(20	)		(98	)		(19	)		(21	)		(52	)		6

	(Loss) income from continuing operations		(9,064	)		(134,002	)		(10,318	)		31			22,600			8,858			5,535			(506	)		6,045
	Income from discontinued operation, including gain on sale, net of tax(5)		3,906			3,217			3,233			—			—			—			—			—			—

	Net (loss) income	$	(5,158	)	$	(130,785	)	$	(7,085	)	$	31		$	22,600		$	8,858		$	5,535		$	(506	)	$	6,045

(Loss) Earnings per share data(6):
Basic (loss) earnings per share		$	(0.21	)	$	(5.22	)	$	(0.27	)	$	0.01		$	4.22		$	1.65		$	1.03		$	(0.06	)	$	0.76
Diluted (loss) earnings per share		$	(0.21	)	$	(5.22	)	$	(0.27	)	$	0.01		$	4.10		$	1.57		$	0.99		$	(0.06	)	$	0.73
Weighted average shares — basic			24,573			25,073			26,336			5,325			5,351			5,366			5,358			7,952			7,952
Weighted average shares — diluted			24,573			25,073			26,336			5,325			5,516			5,649			5,609			7,952			8,285
Cash Flow Data:
	Cash provided by (used in) operating activities	$	7,458		$	5,249		$	19,466		$	4,988		$	35,059		$	15,641		$	(4,063	)	$	18,742		$	12,327
	Cash (used in) provided by investing activities		(6,261	)		1,288			15,101			154			(3,317	)		(20,799	)		(1,629	)		(362,250	)		(2,566	)
	Cash (used in) provided by financing activities		504			(17,614	)		(15,907	)		(13,976	)		(35,744	)		1,708			(624	)		348,489			(5,839	)
Other Financial Data:
	Depreciation and amortization(7)	$	17,783		$	14,531		$	9,260		$	2,225		$	8,490		$	6,808		$	1,944		$	4,396		$	5,194


		Predecessor Company							Reorganized Company						Successor Company

		As of
		December 31,					As of		As of		As of		As of		As of			As of
							September 30,		December 31,		December 31,		October 16,		December 31,			March 31,
		2001		2002			2003		2003		2004		2005		2005			2006

		(In thousands)
Balance Sheet Data:
	Cash and cash equivalents	$	11,801	$	7,225		$	27,815	$	18,600	$	14,814	$	11,470	$	15,433		$	19,462
	Working capital(8)		57,438		48,563			35,826		47,161		51,292		43,486		55,454			55,685
	Total assets		408,980		279,294			299,745		299,637		307,080		343,107		641,806	(10)		656,483	(10)
	Long-term debt(9)		259,120		1,161			122,537		109,081		76,406		74,480		345,000			340,000
	Total debt(9)		272,083		263,900			126,012		112,561		79,411		80,943		347,304			341,513
	Shareholders’ equity (deficit)		49,340		(81,617	)		89,865		90,807		115,640		121,321		116,330			124,146


	(1)	In March 2003, we completed the closure of our Wolverhampton, United Kingdom manufacturing facility, operated by 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,” we are 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, we recorded a non-cash impairment charge of $13.7 million to write off our net investment in CHEL.

	(2)	In 2002, we recorded a non-cash impairment charge of $92.4 million to write off non-deductible goodwill of the D&S segment. Further information about this charge is found in Note A to our audited consolidated financial statements included elsewhere in this prospectus.

	(3)	In September 2003, in accordance with Fresh-Start accounting, all assets and liabilities were adjusted to their fair values. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion. 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 our audited consolidated financial statements included elsewhere in this prospectus.

	(4)	Includes derivative contracts valuation income or expense for interest rate collars to manage interest exposure relative to term debt.

	(5)	This relates to the sale of our former Greenville Tube, LLC business in July 2003. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.


	(6)	The basic and diluted loss and earnings per share for the years ended December 31, 2001 and 2002, the nine months ended September 30, 2003, the three months ended December 31, 2003 and the 2005 Successor Period are the same because incremental shares issuable upon conversion are anti-dilutive.


	(7)	Includes financing costs amortization for the years ended December 31, 2001 and 2002, the nine months ended September 30, 2003 and the 2005 Successor Period of $1.5 million, $3.2 million, $1.7 million and $0.3 million, respectively.

	(8)	Working capital is defined as current assets excluding cash minus current liabilities excluding short-term debt.

	(9)	As of December 31, 2002, we were in default on our senior debt due to violation of financial covenants. In April 2003, the lenders under our then-existing credit facility 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 our consolidated balance sheet as of December 31, 2002.


(10)	Includes $236.7 million of goodwill and $154.1 million of finite-lived and indefinite-lived intangible assets as of December 31, 2005. Includes $236.8 million of goodwill and $150.5 million of finite-lived and indefinite- lived intangible assets as of March 31, 2006.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations includes periods prior to the consummation of the Acquisition and periods after the consummation of the Acquisition. Accordingly, the discussion and analysis of historical periods does not reflect fully the significant impact that the Acquisition will have on us, including significantly increased leverage and liquidity requirements. You should read the following discussion of our results of operations and financial condition in conjunction with the “Selected Historical Consolidated Financial Data” and “Unaudited Pro Forma Financial Information” sections and our consolidated financial statements and related notes appearing elsewhere in this prospectus. Actual results may differ materially from those discussed below. This discussion contains forward-looking statements. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of certain of the uncertainties, risks and assumptions associated with these statements.

Overview

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

For the three months ended March 31, 2006, we experienced a significant increase in our operating results compared to the three months ended March 31, 2005, primarily due to growth in the global hydrocarbon processing and industrial gas markets served by our E&C and D&S segments and growth and penetration of the international medical respiratory therapy market served by our BioMedical segment. Sales for the three months ended March 31, 2006 were $120.8 million compared to sales of $85.2 million for the three months ended March 31, 2005, reflecting an increase of $35.6 million, or 41.8%. Our gross profit for the first three months of 2006 was $37.0 million, or 30.6% of sales, as compared to $24.6 million, or 28.9% of sales, for the same period in 2005. Increased sales volume in all three of our operating segments, product price increases in the D&S segment, favorable product sales mix in our E&C segment and the improved manufacturing productivity in our medical respiratory product line, as a result of completing the transition of production from Burnsville, Minnesota to Canton, Georgia in late 2005, were contributing factors to the growth in our gross profit and related margin in 2006.

In 2005, we experienced increased orders, backlog, sales and gross profit compared to 2004, which was primarily driven by continued growth in the global industrial and hydrocarbon processing markets served by our D&S and E&C segments. Combined orders for 2005 were $511.2 million, which represented an increase of $118.4 million, or 30.1%, compared to 2004 orders of $392.8 million, while backlog was $233.6 million at December 31, 2005 compared to $129.3 million at December 31, 2004, which represented growth of 80.7%. In 2005, combined sales were $403.1 million compared to sales in 2004 of $305.6 million, reflecting an increase of $97.5 million, or 31.9%. Our combined gross profit in 2005 was $110.1 million, or 27.3% of sales, and gross profit in 2004 was $93.8 million, or 30.7% of sales. While we benefited from higher volumes in 2005, our combined gross profit was negatively impacted by an $8.9 million, or 2.2% of sales, non-cash charge for adjusting inventory to fair value as a result of the Acquisition and higher manufacturing costs due to the move of our medical respiratory product line production from Burnsville, Minnesota to Canton, Georgia.

As a result of the continued growth in many of the markets we serve, our present and anticipated customer order trends, our backlog level of $237.0 million as of March 31, 2006, and our focus on energy-related industries, we presently expect to experience continued sales and earnings growth for the remaining nine months of 2006. We also believe that our cash flow from operations, available cash and available

borrowings under the senior secured credit facility should be adequate to meet our working capital, capital expenditure, debt service and other funding requirements for the remaining nine months of 2006.

On August 2, 2005, Chart Industries, Inc. entered into an agreement and plan of merger with certain of its then-existing stockholders, or the Principal Stockholders, First Reserve and CI Acquisition to purchase shares of common stock owned by the Principal Stockholders. The Acquisition closed on October 17, 2005. First Reserve contributed $111.3 million, which was used to fund a portion of the Acquisition. The remainder of the cash needed to finance the Acquisition, including related fees and expenses, was provided by proceeds of $170.0 million from the issuance of senior subordinated notes due 2015 and borrowings under the senior secured credit facility. See “The Transactions.” We refer to our company after the Acquisition as the “Successor Company.”

On May 26, 2006, we acquired Cooler Service, which will become a part of our E&C segment. Our results of operations for the last seven months of 2006 will include the results from the Cooler Service business. See “Prospectus Summary — Recent Developments.”

Stock-Based Compensation Expense

We granted options to purchase an aggregate of 270,399 shares of our common stock (94,640 time-based options and 175,759 performance-based options) on March 29, 2006, April 27, 2006 and May 26, 2006 under the Amended and Restated 2005 Stock Incentive Plan to certain members of management. In connection with the time-based options, we will record pre-tax non-cash stock-based compensation expense of approximately $1.3 million in the aggregate. This expense will be amortized over the five-year vesting period of the 94,640 time-based options, including approximately $0.2 million over the remaining nine months of 2006, commencing with the second quarter of 2006. Further, we may also record additional stock-based compensation expense in future periods related to the 1,604,270 performance-based options granted on November 23, 2005, March 29, 2006, April 27, 2006 and May 26, 2006 under the Amended and Restated 2005 Stock Incentive Plan to certain members of management if it becomes probable that any of the future performance criteria will be achieved. The amount of the expense relating to the performance-based options cannot be estimated at this time.

Chapter 11 Filing and Emergence

On July 8, 2003, we and all of our then majority-owned U.S. subsidiaries, which we refer to as the Predecessor Company, 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. On September 15, 2003, we, as reorganized, the Reorganized Company, and all of our 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.

Our 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, or AICPA, Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”, or SOP 90-7, or Fresh-Start accounting. We used September 30, 2003 as the date for adopting Fresh-Start accounting in order to coincide with our 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 Predecessor Company prior to the adoption of Fresh-Start accounting for periods ended prior to September 30, 2003 are not necessarily comparable to those of the Reorganized Company. In this prospectus, references to our 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, were 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. 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 our best estimates based on independent appraisals and valuations. In applying Fresh-Start accounting, adjustments to reflect the fair value of assets and liabilities, on a net basis, and the restructuring of our capital structure and resulting discharge of the senior lenders’ pre-petition debt, resulted in net other income of $5.7 million 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.

Operating Results

The following table sets forth the percentage relationship that each line item in our consolidated statements of operations represents to sales for the nine months ended September 30, 2003, the three months ended December 31, 2003, the year ended December 31, 2004, the period from January 1, 2005 to October 16, 2005, which we refer to as the 2005 Reorganized Period, the three months ended March 31, 2005, the period from October 17, 2005 to December 31, 2005, which we refer to as the 2005 Successor Period, and the three months ended March 31, 2006. The Predecessor, Reorganized and Successor Company are further described in our audited financial statements and related notes thereto included elsewhere in this prospectus.


	Predecessor
	Company			Reorganized Company												Successor Company

	Nine Months			Three Months						January 1,			Three Months			October 17,			Three Months
	Ended			Ended			Year Ended			2005 to			Ended			2005 to			Ended
	September 30,			December 31,			December 31,			October 16,			March 31,			December 31,			March 31,
	2003			2003			2004			2005			2005			2005			2006

Sales		100.0	%		100.0	%		100.0	%		100	%		100.0	%		100.0	%		100	%
Cost of sales(1)		71.7			76.6			69.3			71.1			71.1			77.6			69.4
Gross profit		28.3			23.4			30.7			28.9			28.9			22.4			30.6
Selling, general and administrative expenses(2)(3)(4)(5)(6)		22.5			20.6			17.5			19.6			16.9			17.0			17.4
Acquisition expense(7)		0.0			0.0			0.0			2.2			0.0			0.0			0.0
Employee separation and plant closure costs		0.4			1.5			1.0			0.3			0.7			0.1			0.1
(Loss) gain on sale of assets		0.5			0.1			0.0			0.0			0.0			(0.1	)		0.0
Loss on insolvent subsidiary		6.9			0.0			0.0			0.0			0.0			0.0			0.0
Equity expense in joint venture		0.0			0.1			0.0			0.0			0.0			0.0			0.0
Operating income (loss)		(1.0	)		1.3			12.2			6.8			11.3			5.2			13.1
Interest expense, net		(5.0	)		(2.1	)		(1.6	)		(1.4	)		(1.2	)		(5.7	)		(5.4	)
Financing costs amortization		(0.9	)		0.0			0.0			0.0			0.0			(0.3	)		(0.3	)
Derivative contracts valuation income (expense)		(0.2	)		0.1			0.0			0.0			0.0			0.0			0.0
Foreign currency income (loss)		(0.1	)		0.5			0.1			(0.2	)		0.0			(0.1	)		0.1
Reorganization items, net		2.8			0.0			0.0			0.0			0.0			0.0			0.0
Income tax (benefit) expense		0.8			(0.2	)		3.3			2.3			3.6			(0.5	)		2.5
(Loss) income from continuing operations		(5.2	)		0.0			7.4			2.9			6.5			(0.4	)		5.0
Income from discontinued operation, including gain on sale, net of tax		1.6			0.0			0.0			0.0			0.0			0.0			0.0
Net (loss) income		(3.6	)		0.0			7.4			2.9			6.5			(0.4	)		5.0


(1)	Includes non-cash inventory valuation charges of $9.0 million, $0.6 million, $0.2 million, $5.4 million, and $0.5 million, representing 9.2%, 0.2%, 0.1%, 7.9%, and 0.2% of sales, for the 2005 Successor Period, the 2005 Reorganized Period, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003, respectively.


(2)	Includes $1.5 million, $0.7 million, and $6.4 million, representing 0.5%, 0.2%, and 3.2% of sales, for claim settlements, professional fees incurred by us related to our debt restructuring and bankruptcy reorganization activities for the 2005 Reorganized Period, the year ended December 31, 2004, and the nine months ended September 30, 2003, respectively.

(3)	Includes stock-based compensation expense of $0.3 million, $0.4 million, $0.6 million, $9.5 million, and $2.4 million, representing 0.3%, 0.4%, 0.7% 3.1%, and 0.8% of sales, for the three months ended March 31, 2006, the 2005 Successor Period, the three months ended March 31, 2005, the 2005 Reorganized Period, and the year ended December 31, 2004, respectively.

(4)	Includes charges and losses related to damages caused by Hurricane Rita of $0.2 million, $0.4 million and $1.1 million, representing 0.2%, 0.4% and 0.3% of sales, for the three months ended March 31, 2006, the 2005 Successor Period and the 2005 Reorganized Period, respectively.

(5)	Includes a charge for the settlement of former shareholders’ appraisal rights claims related to the Acquisition of $0.5 million, or 0.5% of sales, and a charge for the write-off of purchased in-process research and development of $2.8 million, or 0.1% of sales, for the 2005 Successor Period and the 2005 Reorganized Period, respectively.

(6)	Includes amortization expense for intangible assets of $3.6 million, $3.0 million, $0.7 million, $2.7 million, $2.8 million, $0.7 million, and $1.2 million, representing 3.0%, 3.0%, 0.8%, 0.9%, 0.9%, 1.0%, and 0.6% of sales, for the three months ended March 31, 2006, the 2005 Successor Period, the three months ended March 31, 2005, the 2005 Reorganized Period, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003, respectively.

(7)	Represents expenses incurred by us related to the Acquisition.

Segment Information

The following table sets forth sales, gross profit, gross profit margin and operating income or loss for our operating segments for the periods indicated during the last three years:


		Predecessor
		Company			Reorganized Company												Successor Company

		Nine Months			Three Months						January 1,			Three Months			October 17,			Three Months
		Ended			Ended			Year Ended			2005 to			Ended			2005 to			Ended
		September 30,			December 31,			December 31,			October 16,			March 31,			December 31,			March 31,
		2003			2003			2004			2005			2005			2005			2006

					(Dollars in thousands)
Sales
	Energy & Chemicals	$	42,910		$	15,699		$	69,609		$	86,920		$	23,663		$	34,135		$	41,174
	Distribution and Storage		102,469			37,863			162,508			161,329			44,665			47,832			60,318
	BioMedical		51,638			15,008			73,459			57,248			16,842			15,685			19,348

Total		$	197,017		$	68,570		$	305,576		$	305,497		$	85,170		$	97,652		$	120,840

Gross Profit
	Energy & Chemicals	$	12,683		$	5,405		$	21,475		$	23,391		$	5,996		$	10,494		$	11,648
	Distribution and Storage		25,515			8,682			46,588			47,120			13,571			8,861			18,822
	BioMedical		17,579			1,974			25,743			17,702			5,071			2,564			6,517

Total		$	55,777		$	16,061		$	93,806		$	88,213		$	24,638		$	21,919		$	36,987

Gross Profit Margin
	Energy & Chemicals		29.6	%		34.4	%		30.9	%		26.9	%		25.3	%		30.7	%		28.3	%
	Distribution and Storage		24.9	%		22.9	%		28.7	%		29.2	%		30.4	%		18.5	%		31.2	%
	BioMedical		34.0	%		13.2	%		35.0	%		30.9	%		30.1	%		16.4	%		33.7	%
Total			28.3	%		23.4	%		30.7	%		28.9	%		28.9	%		22.4	%		30.6	%
Operating (Loss) Income
	Energy & Chemicals	$	(8,694	)	$	3,298		$	11,545		$	13,717		$	3,576		$	5,092		$	5,933
	Distribution & Storage		9,112			1,613			27,951			27,005			8,364			3,947			11,053
	BioMedical		12,381			(479	)		14,208			8,343			2,115			714			3,714
	Corporate		(14,736	)		(3,512	)		(16,625	)		(28,206	)		(4,422	)		(4,683	)		(4,914	)

Total		$	(1,937	)	$	920		$	37,079		$	20,859		$	9,633		$	5,070		$	15,786

We moved the management and reporting of the LNG alternative fuel systems product line from the E&C segment to the D&S segment effective December 31, 2004. All segment information for all previous periods has been restated to conform to this presentation.

Results of Operations for the Three Months Ended March 31, 2006 and 2005


	*Sales*

Sales for the three months ended March 31, 2006 were $120.8 million compared to $85.2 million for the three months ended March 31, 2005, reflecting an increase of $35.6 million, or 41.8%. E&C segment sales were $41.2 million for the three months ended March 31, 2006 compared to sales of $23.6 million for three months ended March 31, 2005, which reflected an increase of $17.6 million or 74.6%. This increase in sales resulted primarily from higher volumes in both heat exchangers, and cold boxes and LNG vacuum-insulated pipe, which we collectively refer to as process systems, which were driven by continued growth in the LNG and natural gas segments of the of the hydrocarbon processing market. D&S segment sales increased $15.6 million, or 35.0%, to $60.3 million for the three months ended March 31, 2006 compared to sales of $44.7 million for the three months ended March 31, 2005. Sales of bulk storage systems and packaged gas systems increased $12.9 million and $2.7 million, respectively, for the three months ended March 31, 2006 compared to the same period in 2005, primarily due to higher volume as a result of continued growth in the global industrial gas market, and to a lesser extent as a result of price increases. BioMedical segment sales for the three months ended March 31, 2006 were $19.3 million compared to $16.8 million for the three months ended March 31, 2005, which reflected an increase of $2.5 million or 14.9%. Medical respiratory product sales increased $1.9 million, primarily due to higher international volume resulting from growth in, and our continued penetration of the European and Asian markets. Medical respiratory product sales in the U.S. declined in the 2006 period compared to the 2005 period, principally due to U.S. government reimbursement reductions for liquid oxygen therapy systems announced in late 2005. MRI and other product sales increased $0.5 million on higher volume. Biological storage systems sales increased $0.1 million, primarily due to higher volume in the U.S. market.


	*Gross Profit and Margin*

Gross profit for the three months ended March 31, 2006 was $37.0 million, or 30.6% of sales, versus $24.6 million, or 28.9% of sales, for the three months ended March 31, 2005 and reflected an increase of $12.4 million, or 1.7 percentage points. E&C segment gross profit increased $5.7 million in the three months ended March 31, 2006 compared to the three months ended March 31, 2005, primarily due to increased sales volume in both heat exchangers and process systems. The E&C segment gross profit margin increased 3.0 percentage points, primarily due to favorable project mix and higher production throughput. Gross profit for the D&S segment increased $5.3 million, or 0.8 percentage points, in the three months ended March 31, 2006 compared to the three months ended March 31, 2005, primarily due to higher sales volume and product price increases in both bulk storage and packaged gas systems. BioMedical gross profit increased $1.4 million, or 3.6 percentage points, in the three months ended March 31, 2006 compared to the three months ended March 31, 2005, primarily due to higher sales volume. In addition, the increase in the gross profit margin for the three months ended March 31, 2006 was primarily attributable to improved manufacturing productivity for the medical respiratory product line. In the three months ended March 31, 2005, we incurred higher manufacturing costs as result of transitioning this product line’s manufacturing from Burnsville, Minnesota to Canton, Georgia.


	*Selling, General and Administrative Expenses, or SG&A*

SG&A expenses for the three months ended March 31, 2006 were $21.0 million, or 17.4% of sales, compared to $14.4 million, or 16.9% of sales for the three months ended March 31, 2005. This increase in SG&A expenses included $2.9 million, or 2.4% of sales, of higher amortization expense associated with definite-lived intangible assets that were recorded at fair value under purchase accounting at October 17, 2005 as a result of the Acquisition, which is further discussed by operating segment below. SG&A expenses for the E&C segment were $5.7 million for the three months ended March 31, 2006 compared to $2.4 million for the

three months ended March 31, 2005, an increase of $3.3 million. This increase for the E&C segment was primarily the result of higher employee-related expenses to support business growth, higher amortization expense of $1.3 million and $0.2 million of expenses incurred related to the damage caused by Hurricane Rita at our New Iberia, Louisiana facilities. D&S segment SG&A expenses for the three months ended March 31, 2006 were $7.7 million compared to $4.9 million for the three months ended March 31, 2005; an increase of $2.8 million. This increase was primarily attributable to higher amortization expense of $1.5 million and higher employee-related expenses to support business growth. SG&A expenses for the BioMedical segment were $2.8 million for the three months ended March 31, 2006 and increased $0.1 million compared to the three months ended March 31, 2005. Corporate SG&A expenses for the three months ended March 31, 2006 were $4.8 million compared to $4.4 million for the three months ended March 31, 2005. This increase of $0.4 million is primarily attributable to higher employee-related expenses to support the business growth.


	*Employee Separation and Plant Closure Costs*

For the three months ended March 31, 2006 and 2005, employee separation and plant closure costs were $0.2 million and $0.6 million, respectively. The costs for the 2006 period were related to the closure of the D&S segment Plaistow, New Hampshire facility, while the costs for the 2005 period were for both the closure of the BioMedical segment Burnsville, Minnesota and D&S segment Plaistow, New Hampshire facilities. The closure of the Burnsville, Minnesota facility was completed in 2005.


	*Operating Income*

As a result of the foregoing, operating income for the first three months of 2006 was $15.8 million, or 13.1% of sales, an increase of $6.2 million compared to operating income of $9.6 million, or 11.3% of sales, for the same period of 2005.


	*Net Interest Expense*

Net interest expense for the three months ended March 31, 2006 and 2005 was $6.5 million and $1.0 million, respectively. This increase in interest expense of $5.5 million for the three months ended March 31, 2006 compared to the same period in 2005 was primarily attributable to increased long-term debt outstanding as a result of our entering into the new senior secured credit facility and issuing the notes on October 17, 2005 in conjunction with the Acquisition.


	*Other Expense and Income*

For the three months ended March 31, 2006, financing costs amortization expense was $0.4 million, an increase of $0.4 million compared to the same period in 2005. This increase in amortization expense was attributable to deferred loan costs incurred for obligations under the senior secured credit facility and the notes entered into on October 17, 2005 as a result of the Acquisition.

For the three months ended March 31, 2006 and 2005, derivative contracts valuation income was $0.0 million and $0.04 million, respectively, for the change in fair value of our interest rate collar contract. We entered into an interest derivative contact in the form of a collar in March 1999 to manage the interest rate risk exposure relative to our long-term debt. The collar had a notional value of $17.7 million at March 31, 2005. This interest rate collar contract expired in March 2006.


	*Foreign Currency Gain*

We recorded a foreign currency gain for the three months ended March 31, 2006 of $0.1 million and a foreign currency loss for the three months ended March 31, 2005 of $0.02 million. These foreign currency gains and losses resulted from some of our subsidiaries entering into transactions in currencies other than their functional currencies.


	*Income Tax Expense*

Income tax expense of $3.0 million and $3.1 million for the three months ended March 31, 2006 and 2005, respectively, represents taxes on both domestic and foreign earnings at an estimated annual effective income tax rate of 33.0% and 35.6%, respectively. The decrease in the effective tax rate for the 2006 period as compared to the same period in 2005 was primarily attributable to lower statutory tax rates in certain foreign countries and a higher than expected mix of foreign earnings.


	*Net Income*

As a result of the foregoing, we reported net income for the three months ended March 31, 2006 and 2005 of $6.0 million and $5.5 million, respectively.

2005 Successor Period


	*Sales*

Sales for the 2005 Successor Period were $97.6 million. E&C segment sales were $34.1 million and benefited from volume increases in both heat exchangers and process systems, primarily due to continued demand growth in the hydrocarbon processing market. D&S segment sales were $47.8 million as bulk storage systems and packaged gas systems volume remained strong due to stable demand in the global industrial gas market and higher product pricing. BioMedical segment sales for the 2005 Successor Period were $15.7 million. Sales of medical respiratory products were unfavorably affected by lower volume in the United States, and in particular to one of our major customers, due to announced reductions in government reimbursement programs for liquid oxygen therapy systems. This unfavorable volume trend in U.S. medical respiratory product sales was partially offset by continued volume growth in medical respiratory product sales in Europe and Asia and biological storage systems sales in the U.S., Europe and Asia as we further penetrated these markets. On an annual basis, 2005 U.S. medical respiratory product sales were 45% of total medical respiratory product sales and in 2004 U.S. medical respiratory products sales represented 61% of total medical respiratory sales. In addition, annual 2005 biological storage systems sales increased 16% compared to 2004 annual sales.


	*Gross Profit and Margin*

For the 2005 Successor Period, gross profit was $21.9 million, or 22.4% of sales. Overall, the gross profit was favorably affected by higher volumes in the D&S and E&C segments. The E&C gross profit of $10.5 million, or 30.7% of sales, benefited from the completion of a high margin ethylene heat exchanger and process system emergency order. The D&S segment gross profit of $8.9 million, or 18.5% of sales, was also favorably impacted by improved product pricing. The BioMedical gross profit of $2.6 million, or 16.4% of sales, benefited from productivity improvements at the Canton, Georgia facility related to the manufacturing of medical respiratory products. The BioMedical segment margins in the 2005 Reorganized Period were negatively impacted by higher costs related to inefficiencies from ramping-up production of the medical respiratory product line after completing the move from the Burnsville, Minnesota facility to the Canton, Georgia facility. In addition, overall company gross profit included a $8.9 million, or 9.1% of sales, charge for the fair value adjustment of finished goods and work-in -process inventory recorded under purchase accounting as a result of the Acquisition. This fair value inventory adjustment was charged to cost of sales as the inventory was sold. The D&S and BioMedical segments’ gross profit charges were $6.4 million, or 13.4% of sales, and $2.5 million, or 15.9% of sales, respectively, for this fair value inventory adjustment. The E&C segment was not required to record an inventory fair value adjustment due to the use of the percentage of completion method for revenue recognition in this segment.


	*SG&A*

SG&A expenses for the 2005 Successor Period were $16.6 million, or 17.0% of sales. Overall, SG&A expenses included $3.0 million, or 3.1%, of amortization expense associated with finite-lived intangible assets that were recorded at fair value under purchase accounting as a result of the Acquisition, which is further

discussed by operating segment below. SG&A expenses for the E&C segment were $5.3 million and was affected by higher marketing and employee-related costs to support the business growth, and included $1.0 million of amortization expense for finite-lived intangible assets and $0.4 million of losses and charges related to damage caused by Hurricane Rita at our New Iberia, Louisiana facilities. D&S segment SG&A expenses for the 2005 Successor Period were $4.9 million and was affected by higher marketing and employee-related costs to support business growth, and included $1.7 million of amortization expense related to finite-lived intangible assets. SG&A expenses for the BioMedical segment were $1.8 million for the 2005 Successor Period, and included $0.3 million of amortization expense for finite-lived intangible assets. Corporate SG&A expenses for the 2005 Successor Period were $4.6 million and included a charge of $0.5 million for the settlement of former shareholders’ appraisal rights claims as a result of the Acquisition.


	*Employee Separation and Plant Closure Costs*

For the 2005 Successor Period, we recorded $0.1 million of employee separation and plant closure costs, primarily related to the closure of the D&S segment Plaistow, New Hampshire and BioMedical segment Burnsville, Minnesota facilities.

Operating Income

As a result of the foregoing, operating income for the 2005 Successor Period was $5.1 million, or 5.2% of sales.


	*Other Expenses and Income*

Net interest expense and financing costs amortization for the 2005 Successor Period, was $5.6 million and $0.3 million, respectively, and related to the senior secured credit facility that was entered into, and the senior subordinated notes that were issued, on October 17, 2005 in connection with the Acquisition.


	*Foreign Currency Loss*

We recorded $0.1 million of foreign currency losses due to certain of our subsidiaries entering into transactions in currencies other than their functional currencies.


	*Income Tax Expense*

Income tax benefit of $0.4 million for the 2005 Successor Period represents taxes on both domestic and foreign earnings at an annual effective income tax rate of 49.3%. Our taxes were affected by tax benefits from foreign sales and research and development and foreign tax credits.


	*Net Loss*

As a result of the foregoing, we reported a net loss for the 2005 Successor Period of $0.5 million.

2005 Reorganized Period


	*Sales*

Sales for the 2005 Reorganized Period were $305.5 million. E&C segment sales were $86.9 million and benefited from volume increases in both heat exchangers and process systems as a result of strong order levels over the past seven quarters, which have included three large orders each of approximately $20.0 million, driven by continued growth in the LNG and natural gas segments of the hydrocarbon processing market. D&S segment sales were $161.3 million as bulk storage systems and packaged gas systems volume remained strong due to continued demand growth in the global industrial gas market. Other factors contributing favorably to D&S segment sales for this period were higher product pricing, and favorable foreign currency translation of approximately $3.5 million as a result of the weaker U.S. dollar compared to the Euro and Czech Koruna. BioMedical segment sales were $57.2 million. Sales of medical respiratory products were unfavorably affected by lower volume in the United States, and in particular to one of our major customers, primarily resulting from announced U.S. government reimbursement reductions for liquid oxygen therapy systems. This unfavorable

volume trend in U.S. medical respiratory product sales was partially offset by continued sales volume growth in medical respiratory product sales in Europe and Asia and biological storage systems in the United States, Europe and Asia as we further penetrated these markets. See the discussion under the caption “—2005 Successor Period—Sales” above for information regarding the BioMedical segment volume trends.


	*Gross Profit and Margin*

For the 2005 Reorganized Period gross profit was $88.2 million, or 28.9% of sales. Overall, gross profit was favorably affected by higher volumes in the D&S and E&C segments, while gross profit margin was unfavorably affected by higher manufacturing costs in the BioMedical segment and a shift in product mix in the E&C segment. The gross profit margins in the E&C segment of $23.4 million, or 26.9% of sales, during the period saw overall mix shifts in sales from higher margin heat exchanger projects to lower margin process systems projects and also a shift within heat exchangers to lower margin projects. In addition, the D&S segment gross profit of $47.1 million, or 29.2% of sales, benefited from price increases that were implemented during the year to offset higher raw material steel costs that had been incurred in previous years. Gross profit in the BioMedical segment of $17.7 million, or 30.9% of sales, deteriorated primarily due to lower U.S. medical respiratory product volume, higher manufacturing costs and inventory valuation adjustments of $0.6 million primarily in the first half of 2005, as a result of lower productivity associated with moving the medical respiratory product line manufacturing from Burnsville, Minnesota to Canton, Georgia. This transition and ramp-up of manufacturing to the productivity levels previously being achieved at the Burnsville, Minnesota facility took most of 2005 to complete and cost more than originally planned.


	*SG&A*

SG&A expenses for the 2005 Reorganized Period were $59.8 million, or 19.6% of sales, and included $2.7 million of amortization expense related to finite-lived intangible assets that were recorded in September 2003 under Fresh-Start accounting and related to the CEM acquisition, which is further discussed by operating segment. E&C segment SG&A expenses were $9.5 million and were affected by higher marketing and employee-related costs to support business growth, and also included $1.1 million of losses and charges related to damage caused by Hurricane Rita at our New Iberia, Louisiana facilities and amortization expense of $0.1 million. SG&A expenses for the D&S segment were $19.5 million and were affected by higher marketing and employee-related costs to support business growth, and also included a $2.8 million charge for the write-off of in-process research and development related to the acquisition of CEM and $1.5 million of amortization expense. SG&A expenses for the BioMedical segment were $8.1 million for the 2005 Successor Period and included $1.1 million of amortization expense. Corporate SG&A expenses were $22.7 million and included a $1.1 million charge for the settlement of a finders’ fee claim asserted by a former shareholder in connection with our 2003 bankruptcy reorganization, and $9.5 million of stock-based compensation expense. A significant portion of this stock-based compensation was incurred as a result of the vesting of stock options in conjunction with the Acquisition.


	*Acquisition Expenses*

During the 2005 Reorganized Period, we incurred $6.6 million of investment banking, legal and other professional fees related to the Acquisition.


	*Employee Separation and Plant Closure Costs*

For the 2005 Reorganized Period, we recorded $1.1 million of employee separation and plant closure costs, primarily related to the closure of the D&S segment Plaistow, New Hampshire and BioMedical segment Burnsville, Minnesota facilities. The costs (benefits) recorded for this period by the E&C, D&S and BioMedical segments, and by Corporate were $0.1 million, $0.5 million, $0.5 million and ($0.1 million), respectively.


	*Gain on Sale of Assets*

We recorded a net gain on the sale of assets of $0.1 million, including a gain recorded at Corporate of $1.7 million on the settlement of a promissory note receivable related to the 2003 sale of our former Greenville Tube, LLC stainless tubing business, a loss of $0.5 million recorded at Corporate for the write down of the Plaistow facility held for sale to its estimated fair value and a $1.2 million loss for the write-off of several assets that were deemed to be impaired. This impairment loss was $0.1 million, $0.9 million and $0.2 million for the E&C segment, BioMedical segment and Corporate, respectively.


	*Operating Income*

As a result of the foregoing, operating income for the 2005 Reorganized Period was $20.9 million, or 6.8% of sales.


	*Net Interest Expense*

Net interest expense for the 2005 Reorganized Period was $4.2 million. We experienced higher interest expense during this period as a result of higher interest rates and the increase in the outstanding balance under the revolving credit line of our then existing credit facility.


	*Foreign Currency Loss*

We recorded $0.7 million of foreign currency losses due to certain of our subsidiaries entering into transactions in currencies other than their functional currencies.


	*Income Tax Expense*

Income tax expense of $7.2 million for the 2005 Reorganized Period represents taxes on both domestic and foreign earnings at an annual effective income tax rate of 44.6%. Our income tax expense was unfavorably impacted by approximately $1.4 million due to the non-deductible charge for purchased in-process research and development of $2.8 million and Acquisition costs of $1.2 million.


	*Net Income*

As a result of the foregoing, we reported net income of $8.9 million for the 2005 Reorganized Period.

Year Ended December 31, 2004


	*Sales*

Sales for 2004 of $305.6 million were positively affected by volume and price increases, a recovery of the global industrial gas market and favorable foreign currency translation as a result of the weakening of the U.S dollar compared to the Euro and Czech Koruna. Sales in the E&C segment for 2004 were $69.6 million and both the heat exchanger and LNG system product lines benefited from higher volume primarily in the Asian, African and Middle Eastern markets. D&S segment sales were $162.5 million in 2004 and benefited favorably from volume increases in cryogenic bulk storage systems, cryogenic packaged gas systems and beverage liquid CO ₂ systems driven primarily by a recovery in the global industrial gas market. Price increases and surcharges driven by higher raw material costs and favorable foreign currency translation as a result of the weakening of the U.S. Dollar compared to the Euro and Czech Koruna also had a positive impact on D&S segment sales. Sales in the BioMedical segment were $73.4 million. Sales of our biological storage systems and medical products experienced volume increases in both the U.S. and European markets. Sales of MRI and other products deteriorated in 2004 as this product line’s primary customer continued to transfer volume to lower cost manufacturing regions.


	*Gross Profit and Margin*

Gross profit for 2004 was $93.8 million or 30.7% of sales. The gross profit was positively affected by volume increases across all operating segments, and product price increases and favorable foreign currency translation in the D&S segment. The E&C segment gross profit and related margin were $21.5 million and 30.9% of sales, respectively, in 2004. The E&C segment benefited from higher volumes and the delivery of a premium-priced, expedited order that was needed to put a natural gas producer’s ethane recovery plant back in service. A shift to lower margin industrial heat exchangers and LNG vacuum-insulated pipe, or LNG VIP, had an unfavorable impact on the E&C segment gross profit margin. D&S segment gross profit and related margin were $46.6 million and 28.7% of sales, respectively. The D&S segment gross profit margin was positively affected by product price increases and surcharges to offset higher raw material costs that had been incurred, higher sales volume and the realization of savings from our restructuring efforts. The D&S segment gross profit margin was unfavorably affected by a shift to lower margin bulk products. Gross profit and related margin for the BioMedical segment were $25.7 million and 35.0% of sales, respectively. Gross profit margins for medical and biological storage systems products were positively impacted by higher volume and cost reductions, and MRI and other product margins were unfavorably affected by higher material costs and unabsorbed overhead costs due to lower sales volume.


	*SG&A*

SG&A expenses for 2004 were $53.4 million, or 17.5% of sales, and benefited from cost savings realized as a result of our continued restructuring efforts. In addition, we incurred employee incentive compensation expense of $5.3 million for achieving our operating targets, which was significant compared to the incentive compensation that had been earned in recent years and $2.8 million of amortization expense related to finite-lived intangible assets that were recorded in September 2003 under Fresh-Start accounting, which is discussed further below by operating segment. E&C segment SG&A expenses were $9.2 million and included $1.2 million of employee incentive compensation expense, $0.5 million of selling expense related to the settlement of a specific customer product claim outside the normal warranty period and $0.3 million of amortization expense. SG&A expenses for the D&S segment were $17.7 million and included $1.8 million of employee incentive compensation expense, $1.1 million of amortization expense and $0.4 million of selling expense related to the settlement of a specific customer product claim outside the normal warranty period. SG&A expenses for the BioMedical segment were $10.5 for 2004 and included $1.4 million of amortization expense and $0.6 million of employee incentive compensation expense. Corporate SG&A expenses were $15.9 million and included $1.7 million of employee incentive compensation expense, $2.4 million of stock-based compensation expense resulting from the sale of 28,797 shares of common stock to our chief executive officer at a price below the closing market price at the date of sale and the issuance of stock options to certain key employees. In addition, Corporate recorded $0.9 million of income from life insurance proceeds related to our voluntary deferred compensation plan.


	*Employee Separation and Plant Closure Costs*

In 2004, we continued our manufacturing facility restructuring plan, which commenced with the 2003 closure of our E&C segment sales and engineering office in Westborough, Massachusetts. We announced in December 2003 and January 2004 the closure of our D&S segment manufacturing facility in Plaistow, New Hampshire and the BioMedical segment manufacturing and office facility in Burnsville, Minnesota, respectively. In each of these facility closures, we did not exit the product lines manufactured at those sites, but moved manufacturing to other facilities with available capacity, most notably New Prague, Minnesota for engineered tank production and Canton, Georgia for medical respiratory product manufacturing. The Plaistow facility closure was completed in the third quarter of 2004. We incurred capital expenditures in 2004 of $2.5 million for improvements and additions to the Canton, Georgia facility, and completed the closure of the Burnsville, Minnesota facility in the first quarter of 2005.

During 2004, we recorded employee separation and plant closure costs of $3.2 million related to the manufacturing facility reduction efforts and overall headcount reduction programs described above. The costs recorded by the E&C, D&S and BioMedical segments and by Corporate were $0.7 million, $1.3 million,

$0.8 million and $0.4 million, respectively. The total charges for 2004 included $0.4 million of expense for contract termination costs, $1.3 million severance and other benefits related to terminating certain employees at these and other sites, and $1.5 million for other associated costs. In addition, we recorded a non-cash inventory valuation charge of $0.2 million, included in cost of sales, for the write-off of inventory at these sites. At December 31, 2004, we had a reserve of $2.8 million remaining for the closure of these facilities, primarily for lease termination and severance costs.


	*Loss on Sale of Assets*

In 2004, we recorded a net loss on the sale of assets of $0.1 million. In conjunction with the closure of the BioMedical segment Burnsville, Minnesota facility, we sold this facility in October 2004 for gross proceeds of $4.5 million and recorded a loss on the sale of $0.4 million. The proceeds of this sale were used to pay down $0.9 million of debt outstanding under an industrial revenue bond and the balance was used for working capital purposes. In April 2004, we sold for $0.6 million of cash proceeds a vacant building and a parcel of land at our D&S segment New Prague, Minnesota facility that was classified as an asset held for sale in our consolidated balance sheet as of December 31, 2003. In August 2004, we sold for $1.1 million in cash proceeds, equipment at our D&S segment Plaistow, New Hampshire facility, resulting in a $0.6 million gain on the sale of assets. In addition, we recorded a $0.4 million loss related to adjusting the Plaistow land and building to fair value less selling costs based upon an agreement executed in September 2004. The land and building related to the Plaistow facility were included as “assets held for sale” on our consolidated balance sheet as of December 31, 2004.


	*Operating Income*

As a result of the foregoing, operating income for the year ended December 31, 2004 was $37.1 million, or 12.1% of sales.


	*Equity Loss*

We recorded $0.1 million of equity loss related to our Coastal Fabrication joint venture in 2004. In February 2004, our Coastal Fabrication joint venture executed an agreement to redeem the joint venture partner’s 50% equity interest. As a result of the elimination of the joint venture partner and the assumption of 100% of control by us, the assets, liabilities and operating results of Coastal Fabrication are included in the consolidated financial statements subsequent to February 2004.


	*Net Interest Expense*

Net interest expense for 2004 was $4.8 million. This lower expense is attributable primarily to our debt restructuring in September 2003 in conjunction with the Reorganization Plan and the reduction in the debt balance as a result of $40.0 million of aggregate voluntary prepayments on our then existing term loan at the end of 2003 and during 2004.


	*Derivative Contracts Valuation Income and Expense*

We entered into an interest rate derivative contract in the form of a collar in March 1999 to manage interest rate risk exposure relative to our debt. This collar had a notional value of $19.1 million at December 31, 2004 and expired in March 2006. The fair value of the contract related to the collar outstanding at December 31, 2004 is a liability of $0.3 million and is recorded in accrued interest. The change in fair value of the contracts related to the collars during 2004 of $0.1 million is recorded in derivative contracts valuation income.


	*Foreign Currency Gain*

We recorded a $0.5 million of foreign currency remeasurement gain in 2004 as result of certain of our subsidiaries entering into transactions in currencies other than their functional currency.


	*Income Tax Expense*

In 2004, we recorded income tax expense of $10.1 million, which primarily reflects the income tax expense associated with U.S. and foreign earnings and a reduction in tax accruals for prior tax periods at an annual effective tax rate of 30.9%.


	*Net Income*

As a result of the foregoing, we recorded net income of $22.6 million in 2004.

Three Months Ended December 31, 2003


	*Sales*

Sales for the three months ended December 31, 2003 were $68.6 million and continued to be negatively impacted by our prolonged debt restructuring initiatives and the resultant reorganization under Chapter 11 of the U.S. Bankruptcy Code, but not as significantly as during the first nine months of 2003. Sales in the E&C segment were $15.7 million. Heat exchanger and process system sales were favorably impacted by volume and price increases in the hydrocarbon processing market and began to recover from the prolonged impact of the debt restructuring and bankruptcy reorganization. D&S segment sales were $37.9 million during this period as continued weakness in the global industrial gas market had an unfavorable impact on bulk storage systems sales. In addition, LNG fueling systems were affected by lower volume primarily as a result of a decline in the economies of the West Coast and South Central states of the United States and our financial difficulties. However, packaged gas and beverage liquid CO ₂ systems benefited from higher sales volumes. Sales in the BioMedical segment for the three months ended December 31, 2003 were $15.0 million. Sales of biological storage systems and medical products benefited from higher volume, while the MRI components sales declined due to lower volume as this product line’s primary customer transferred volume to lower cost manufacturing regions.


	*Gross Profit and Margin*

For the three months ended December 31, 2003, gross profit was $16.1 million or 23.4% of sales. During this three month period, we included as a component of cost of sales a charge for the fair value write-up in inventory value as required under Fresh-Start accounting at September 30, 2003. The charge was included as a component of cost of sales as the inventory was sold during the three months ended December 31, 2003. The dollar value of this adjustment and its percentage reduction on gross profit margin by operating segment for the three months ended December 31, 2003 was as follows: $2.2 million and 5.8% of sales for the D&S segment, and $3.2 million and 21.3% of sales for the BioMedical segment. A similar valuation adjustment for inventory in the E&C segment was not required due to our use of the percentage of completion method for revenue recognition in this segment.

In addition, the gross profit margin in the E&C segment benefited from improved pricing in the hydrocarbon processing market, cost savings recognized due to the closures of our Wolverhampton, U.K. heat exchanger manufacturing facility and Westborough, Massachusetts engineering facility. The D&S segment gross profit margin was positively impacted by the overhead cost savings from the closure of our Costa Mesa, California and Columbus, Ohio manufacturing facilities. Gross profit margin in the BioMedical segment was negatively impacted further by lower margins for MRI cryostat components due to lower pricing and unabsorbed overhead costs due to reduced volume.


	*SG&A*

SG&A expenses for the three months ended December 31, 2003 were $14.1 million, or 20.6% of sales, and during this period we benefited from cost savings as a result of the elimination of a significant number of salaried employees from our operating restructuring efforts. In addition, SG&A expenses included $0.7 million of amortization expense or 1.0% of sales, associated with finite-lived intangible assets that were recorded at fair value in September 2003 under Fresh-Start accounting, which is discussed further below by operating

segment. SG&A expenses for the E&C segment were $2.0 million. D&S segment SG&A expenses were $4.3 million and included $0.3 million of amortization expense related to finite-lived intangible assets. SG&A expenses for the BioMedical segment were $2.4 million and included $0.4 million of amortization expense for finite-lived intangible assets. Corporate SG&A expenses were $3.9 million and included $0.4 million of fees and expenses associated with our bankruptcy reorganization.


	*Employee Separation and Plant Closure Costs*

During the three months ended December 31, 2003, we recorded employee separation and plant closure costs of $1.0 million related to the manufacturing facility reduction efforts and overall employee reduction programs, including the E&C segment sales and engineering office in Westborough, Massachusetts, the D&S segment Plaistow, New Hampshire manufacturing facility and the BioMedical segment manufacturing and office facility in Burnsville, Minnesota. The charges for the E&C, D&S and BioMedical segments and Corporate were $0.1 million, $0.6 million, $0.2 million and $0.1 million, respectively. In addition, charges included $0.8 million for severance and other benefits related to terminating certain employees and $0.2 million of plant closure costs. At December 31, 2003, we had a reserve of $3.4 million remaining for the closure of these facilities, primarily for lease termination and severance costs.


	*Operating Income*

As a result of the foregoing, operating income for the three months ended December 31, 2003 was $0.1 million, or 1.3% of sales.


	*Equity Loss*

We recorded $0.04 million of equity loss from our Coastal Fabrication joint venture for the three months ended December 31, 2003.


	*Net Interest Expense*

Net interest expense for the three months ended December 31, 2003 was $1.4 million and reflects interest expense recorded under the credit facility entered into on September 15, 2003 under the Reorganization Plan.


	*Derivative Contracts Valuation Expense*

For the three months ended December 31, 2003, we recorded $0.05 million of derivative contracts valuation income for our interest rate collar that expired in March 2006 and had a notional value of $25.5 million at September 30, 2003.


	*Foreign Currency Gain*

We recorded $0.4 million foreign currency remeasurement gain for the three months ended December 31, 2003 as result of certain of our subsidiaries entering into transactions in currencies other than their functional currency.


	*Income Tax Benefit*

We recorded an income tax benefit of $0.1 million for the three months ended December 31, 2003 for losses incurred primarily as a result of the inventory valuation adjustment under Fresh-Start accounting explained above and a reduction in tax accruals for prior tax periods.


	*Net Income*

As a result of the foregoing, we had net income of $0.03 million for the three months ended December 31, 2003.

Nine Months Ended September 30, 2003


	*Sales*

Sales for the nine months ended September 30, 2003 were negatively impacted by our 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 contracted with other competitors, due to the uncertainty created by our leverage situation and bankruptcy filing. We believe our E&C 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.

For the nine months ended September 30, 2003, sales were $197.0 million. E&C segment sales were $42.9 million in the first nine months of 2003. The E&C segment was unfavorably impacted by lower sales volume in the process system market, and benefited from higher sales volume for heat exchangers in the hydrocarbon processing market. D&S segment sales were $102.5 million for the first nine months of 2003 and were negatively affected by the continued weak global market for industrial bulk storage systems. BioMedical segment sales were $51.6 million in the first nine months of 2003. Medical products and biological storage systems sales were positively affected by increased international volume, while MRI product sales were unfavorably impacted by lower volume.


	*Gross Profit and Margin*

Gross profit and the related margin for the first nine months of 2003 were $55.8 million and 28.3% of sales. The gross profit and related margin were favorably affected in the E&C and D&S segments primarily by the realization of operational cost savings from our manufacturing facility rationalization plan that commenced in early 2002. Gross profit margin in the BioMedical segment was negatively impacted by a temporary shut-down of our Denver, Colorado manufacturing plant in the last half of March 2003 due to an unanticipated deferral until the second quarter of 2003 of MRI product orders at the request of the product line’s only customer, and by a temporary shut-down of this same facility in June 2003 due to a weather-related extended power outage.


	*SG&A*

SG&A expenses for the nine months ended September 30, 2003 were $44.2 million, or 22.4% of sales, and during this period we benefited from cost savings as a result of the elimination of a significant number of salaried employees from our operating restructuring efforts. E&C, D&S and BioMedical segment SG&A expenses were $6.3 million, $17.7 million and $6.4 million, respectively. Corporate SG&A expenses were $14.5 million and included $6.0 million of fees paid to professional advisors related to our efforts to restructure our senior debt.


	*Employee Separation and Plant Closure Costs*

We recorded $0.9 million of employee separation and plant closure costs in the first nine months of 2003. This expense related substantially to the closure of the E&C segment’s Wolverhampton, U.K. manufacturing facility and the engineering office in Westborough, Massachusetts and the closure of the D&S segment’s manufacturing facilities in Denver, Colorado, Costa Mesa, California and Columbus, Ohio and consisted primarily of lease termination costs and severance, net of income related to the settlement of facility leases as we entered into Chapter 11 bankruptcy proceedings. The expense (benefit) for the E&C, D&S and BioMedical segments and Corporate were $1.5 million, ($1.2 million), $0.1 million and $0.5 million, respectively.


	*Gain on Sale of Assets*

On July 3, 2003, we sold certain assets and liabilities of our former Greenville Tube, LLC stainless steel tubing business, which we previously reported as a component of our E&C segment. We 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 $2.4 million, net of taxes of $1.3 million in the third quarter of 2003. In addition, we reported income from a discontinued operation, net of taxes of $0.8 million in the first nine months of 2003. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we classified the operating results and gain on sale of this business in the discontinued operation line of our consolidated statement of operations for the nine months ended September 30, 2003.

As part of closing our Columbus, Ohio manufacturing facility, we sold our 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.


	*Loss on Insolvent Subsidiary*

In March 2003, we completed the closure of our Wolverhampton, U.K. manufacturing facility, operated by CHEL. We have continued to manufacture heat exchangers at our La Crosse, 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 Statements of Financial Accounting Standards, or SFAS, No. 94, “Consolidation of All Majority-Owned Subsidiaries,” we are 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, we recorded a non-cash impairment charge of $13.7 million to write off our net investment in CHEL.


	*Operating Loss*

As a result of the foregoing, the operating loss for the nine months ended September 30, 2003 was $1.9 million, or 0.1% of sales.


	*Net Interest Expense*

Net interest expense was $9.9 million for the nine months ended September 30, 2003. We recorded interest expense on amounts outstanding under the term loan portion and revolving credit loan portion of our credit facility negotiated by the Predecessor Company in March 1999 and under the Series 1 Incremental Revolving Credit Facility and the Series 2 Incremental Revolving Credit Facility entered into by the Predecessor Company in November 2000 and in April 2001, respectively until July 8, 2003, the date we filed our Chapter 11 bankruptcy petitions, but not thereafter. As a result, interest expense for the nine month period ended September 30, 2003 does not include approximately $3.8 million that would have been payable under the terms of these facilities had we not filed for Chapter 11 bankruptcy protection.


	*Financing Costs Amortization*

Financing costs amortization expense was $1.7 million for the nine months ended September 30, 2003. We recorded financing costs amortization expense related to the credit facility negotiated by the Predecessor Company in March 1999 until July 8, 2003, the date we filed our Chapter 11 bankruptcy petitions, but not thereafter. We did not record any financing costs amortization expense subsequent to the third quarter of 2003 related to our post-bankruptcy credit facilities.


	*Derivative Contracts Valuation Expense*

We recorded $0.4 million of derivative contracts valuation expense in the nine month period ended September 30, 2003 for our interest rate collar that expired in March 2006 and had a notional value of $26.7 million at September 30, 2003.


	*Foreign Currency Loss*

We recorded a $0.3 million of foreign currency remeasurement loss for the nine months ended September 30, 2003 as result of certain of our subsidiaries entering into transactions in currencies other than their functional currency.


	*Reorganization Items, Net*

The Predecessor Company recorded a net gain of $5.7 million for the nine months ended September 30, 2003 as a result of adopting Fresh-Start accounting. This net gain was comprised of certain adjustments to the fair value of assets and liabilities resulting in a net charge of $38.6 million, restructuring of the Predecessor Company’s capital structure, including a 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 our best estimates based on independent appraisals and valuations.


	*Income Tax Expense*

Income tax expense of $3.0 million in the first nine months of 2003 consisted of tax benefit from reversals of domestic income tax reserves associated with resolved tax contingencies, partially offset by taxes on earnings of foreign subsidiaries.

At September 30, 2003, we had a net deferred tax liability of $6.7 million, which represented foreign deferred tax liabilities. At September 30, 2003, we had a full valuation allowance against our domestic net deferred tax assets in accordance with SFAS No. 109, “Accounting for Income Taxes,” based upon management’s assessment that it was more likely than not that the net deferred tax assets would not be realized. Pursuant to Section 108 of the Internal Revenue Code, we materially reduced certain tax attributes on January 1, 2004 due to the recognition of cancellation of indebtedness income in the three-month period ended September 30, 2003.


	*Net Income*

As a result of the foregoing, we reported a net loss of $7.1 million for the first nine months of 2003.

Orders and Backlog

We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue upon shipment or under the percentage of completion method. Backlog can be significantly affected by the timing of orders for large projects, particularly in the E&C segment, and is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. Our backlog as of March 31, 2006 and as of December 31, 2005, 2004 and 2003 was $237.0 million, $233.6 million, $129.3 million and $49.6 million, respectively. This significant increase in backlog is primarily attributable to the growth in the global industrial gas and the LNG and natural gas segments of the hydrocarbon processing markets served by the E&C and D&S segments. Substantially all of our December 31, 2005 backlog is scheduled to be recognized as sales during 2006.

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


		Predecessor
		Company		Reorganized Company						Successor Company

		Nine Months		Three Months				January 1,		October 17,		Three Months
		Ended		Ended		Year Ended		2005 to		2005 to		Ended
		September 30,		December 31,		December 31,		October 16,		December 31,		March 31,
		2003		2003		2004		2005		2005		2006

		(Dollars in thousands)
Orders
	Energy & Chemicals	$	28,621	$	15,262	$	121,793	$	130,786	$	67,232	$	30,797
	Distribution & Storage		105,233		37,696		193,156		191,188		45,859		76,020
	BioMedical		52,751		14,492		77,893		62,396		13,768		18,221

Total		$	186,605	$	67,450	$	392,842	$	384,370	$	126,859	$	125,038

Backlog
	Energy & Chemicals	$	20,673	$	19,834	$	70,766	$	114,633	$	147,732	$	137,346
	Distribution & Storage		28,591		27,993		53,900		83,194		79,524		94,621
	BioMedical		2,517		1,808		4,613		8,388		6,383		5,066

Total		$	51,781	$	49,635	$	129,279	$	206,215	$	233,639	$	237,033

Orders for the three months ended March 31, 2006 were $125.0 million. E&C segment orders were $30.8 million for three months ended March 31, 2006. E&C orders for the first three months of 2006 were lower than in recent previous quarters primarily due to the timing of the receipt of large orders, particularly those received in the later part of 2005, which is representative of the periodic fluctuations in order amounts that occur in the E&C segment due to the project nature of this business. D&S segment orders for the three months ended March 31, 2006 were $76.0 million. Bulk storage systems and packaged gas systems orders were $31.0 million and $45.0 million, respectively, for the three months ended March 31, 2006. Orders in bulk storage systems and packaged gas systems were primarily driven by continued growth in the global industrial gas market. Among other things, for the three months ended March 31, 2006, bulk storage systems included an engineered tank order of approximately $7.0 million. BioMedical segment orders for the three months ended March 31, 2006 were $18.2 million. Orders for medical respiratory products have been positively impacted by growth in Europe and Asia and our continued penetration of these markets. Biological storage system orders were primarily driven by growth and further penetration in both U.S. and international markets.

For the 2005 Successor Period, orders were $126.9 million. E&C segment orders of $67.2 million remained strong during this period and included several large heat exchanger and LNG systems orders, including an air separation heat exchanger order of $16.0 million. D&C segment orders of $45.9 million were driven by continued strong packaged gas system orders. Bulk storage systems and packaged gas systems orders were $26.9 million and $18.9 million, respectively for this period. BioMedical segment orders were $13.8 during this period as orders in the European and Asian market medical respiratory and U.S. biological storage system products order levels remained strong, while U.S. medical respiratory product orders continued to decline. This decline is explained further below.

Orders for the 2005 Reorganized Period were $384.4 million. E&C segment orders of $130.8 million remained strong during this period and included a $21.0 million LNG VIP order and a $10.7 million hydrocarbon processing heat exchanger order. D&C segment orders of $191.2 million were driven by continued strong bulk storage systems orders and strong packaged gas system orders, which were $118.5 million and $72.7 million, respectively. This strong order level in the D&S segment is driven by continued demand in the global industrial gas markets served by us. BioMedical segment orders were $62.4 million, as orders for European and Asian medical respiratory products and U.S. biological storage system products continued favorable growth trends due to both continued market penetration and market growth. U.S. medical respiratory product orders during this period were unfavorably impacted by lower orders from a significant customer and announced government reimbursement reductions for liquid oxygen therapy systems.

For the year ended December 31, 2004, orders of $392.9 million were positively affected by improvements in the markets served by all three segments. During 2004, the E&C segment showed a significant increase in orders to $121.8 million, due to increased orders for both the heat exchangers and LNG systems product lines, including orders of $20.4 million and $19.3 million. The demand increase was mainly due to the recovery of the global industrial gas markets and the continuing development of a worldwide natural gas market. The D&S segment orders significantly increased in 2004 to $193.2 million as bulk storage and packaged gas products experienced increased demand as a result of a recovery in the global industrial gas market. During 2004, the BioMedical segment continued its previous trend of increasing order performance with orders of $77.9 million, driven by strong demand for medical respiratory products and biological storage systems both in the U.S. and international markets. Orders for MRI components continued to decline during 2004 as the product line’s single customer continued to move business to lower cost manufacturing countries.

For the three months ended December 31, 2003, orders were $67.5 million and for the nine months ended September 30, 2003 were $186.6 million. Although order levels began to improve during the last three months of 2003, orders during the first nine months of 2003 were negatively affected by customer concerns of uncertainty relating to the prolonged debt restructuring initiative and Chapter 11 bankruptcy reorganization, particularly within the E&C segment. BioMedical segment orders during both periods of 2003 were fueled by strong demand for medical respiratory products, but were unfavorably impacted by a reduction in orders for MRI components from its sole customer as they continue to source the product from suppliers in low cost manufacturing countries.

Liquidity and Capital Resources


	*Debt Instruments and Related Covenants*

As of March 31, 2006, we had $170.0 million outstanding under the term loan portion of the senior secured credit facility, $170.0 million outstanding under the senior subordinated notes and $24.9 million of letters of credit and bank guarantees supported by the revolving credit portion of the senior secured credit facility. In connection with the Acquisition, we entered into a $240.0 million senior secured credit facility and completed the $170.0 million offering of 9 ¹ / 8 % senior subordinated notes due 2015. We repaid the term loan portion of our then existing credit facility (the term loan portion and revolving credit portion of the facility are referred to collectively as the 2003 Credit Facility) and certain other debt on or before October 17, 2005, the closing date of the Acquisition. The senior secured credit facility consists of a $180.0 million term loan credit facility and, effective upon the closing of this offering, a $115.0 million revolving credit facility, of which the entire $115.0 million may be used for the issuance of letters of credit, $55.0 million of which may be letters of credit extending more than one year from their date of issuance. The term loan was fully funded on the closing date. The term loan matures on October 17, 2012 and the revolving credit portion of the senior secured credit facility matures on October 17, 2010. As a result of an aggregate of $35.0 million voluntary principal prepayments since October 2005, the term loan requires no principal payments until the remaining balloon payment is due on the maturity date. The interest rate under the senior secured credit facility is, at our option, the Alternative Base Rate, or ABR, plus 1.0% or LIBOR plus 2.0% on the term loan, and ABR plus 1.5% or LIBOR plus 2.5% on the revolving credit portion of the senior secured credit facility. In addition, we are required to pay an annual administrative fee of $0.1 million, a commitment fee of 0.5% on the unused revolving credit balance, a letter of credit participation fee of 2.5% per annum on the letter of credit exposure and letter of credit issuance fee of 0.25%. The obligations under the senior secured credit facility are secured by substantially all of the assets of our domestic subsidiaries and 65% of the capital stock of our non-U.S. subsidiaries. See “Description of Indebtedness—Senior Secured Credit Facility.”

The notes are due in 2015 with interest payable semi-annually on April 15th and October 15th. Any of the notes may be redeemed beginning on October 15, 2010. The initial redemption price is 104.563% of the principal amount, plus accrued interest. Also, any of the notes may be redeemed solely at our option at any time prior to October 15, 2010, plus accrued interest and a “make-whole” premium. In addition, before October 15, 2008, up to 35% of the notes may be redeemed solely at our option at a price of 109.125% of the principal amount, plus accrued interest, using the proceeds from sales of certain kinds of capital stock. The notes are our general unsecured obligations and are subordinated in right of payment to all of our existing and

future senior debt, including the senior secured credit facility, pari passu in right of payment with all of our future senior subordinated indebtedness, senior in right of payment with any of our future indebtedness that expressly provides for its subordination to the notes, and unconditionally guaranteed jointly and severally by substantially all of our domestic subsidiaries.

The senior secured credit facility and provisions of the indenture governing the notes contain a number of customary covenants, including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances and guarantees, make acquisitions and engage in mergers and consolidations, pay dividends and distributions, and make capital expenditures. Our senior secured credit facility also includes covenants relating to leverage and interest coverage ratios. See “Description of Indebtedness.” At December 31, 2005, we had $175.0 million outstanding under the term loan and $170.0 million in aggregate principal amount of notes outstanding, and letters of credit and bank guarantees totaling $22.4 million supported by the revolving credit portion of the senior secured credit facility.

Chart Ferox, a.s., or, Ferox, our majority-owned subsidiary that operates in the Czech Republic, maintains secured revolving credit facilities with borrowing capacity, including overdraft protection, of up to $9.6 million, of which $4.4 million is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in Czech Koruna, Euros and U.S. dollars. Borrowings in Koruna are at PRIBOR, borrowings in Euros are at EUROBOR and borrowings in U.S. dollars are at LIBOR, each with a fixed margin of 0.6%. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facilities with respect to the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75% on the face amount of each guarantee. Ferox’s land and buildings, and accounts receivable secure $4.6 million and $2.5 million, respectively, of the revolving credit facilities. At December 31, 2005, there was $0.8 million of borrowings outstanding under, and $1.5 million of bank guarantees supported by, the Ferox revolving credit facilities.

Our debt and related covenants are further described in the notes to our consolidated financial statements.


	*Sources and Uses of Cash*


	*Three Months Ended March 31, 2006 and 2005*

Cash provided by operating activities for the three months ended March 31, 2006 was $12.3 million compared with cash used in operating activities of $4.1 million for the three months ended March 31, 2005. The increase in cash provided by operating activities in the three months ended March 31, 2006 compared to the three months ended March 31, 2005 was primarily attributable to increased cash earnings and improved working capital management. In the three months ended March 31, 2005 our E&C segment’s working capital was negatively impacted by the timing of billings and payment terms under certain contracts entered into in 2004.

Cash used in investing activities for the three months ended March 31, 2006 was $2.6 million compared with $1.6 million for the three months ended March 31, 2005 and consisted primarily of capital expenditures to support our business growth.

For the three months ended March 31, 2006 and 2005, cash used in financing activities was $5.8 million and $0.6 million, respectively. In the three months ended March 31, 2006, we made a $5.0 million voluntary principal prepayment under the term loan portion of our senior secured credit facility and $0.8 million of net payments under the Ferox revolving credit facilities. In the three months ended March 31, 2005, we made $0.6 million of scheduled principal payments under the term loan portion of the 2003 Credit Facility.


	*2005 Successor Period*

Cash provided by operating activities for the 2005 Successor Period was $18.7 million, which included cash provided by changes in working capital components of $7.6 million.

During the 2005 Successor Period, we used $362.3 million of cash for investing activities. Cash of $356.6 million was used to pay proceeds to our former shareholders as a result of the Acquisition and

$5.6 million was used for capital expenditures. The significant capital expenditures were for the construction of the new manufacturing facility in China, the expansion of the biological storage product line manufacturing facility in New Prague, Minnesota and reinvestment to upgrade existing facilities to support business growth.

Cash provided by financing activities for the 2005 Successor Period, was $348.5 million. In connection with the Acquisition, we received proceeds of $350.0 million from the senior secured credit facility and senior subordinated notes and proceeds of $111.3 million from the sale of stock to affiliates of First Reserve. These proceeds were used to pay our former shareholders, repay $76.5 million of long-term debt under the 2003 Credit Facility, pay former stock option holders $15.8 million and pay financing and transaction costs of $11.6 million and $1.8 million, respectively. In addition, we made a voluntary principal prepayment of $5.0 million on the term loan.


	*2005 Reorganized Period*

Cash provided by operating activities for the 2005 Reorganized Period was $15.6 million and included cash used in working capital components of $10.6 million to support the growth in business, particularly in the E&C and D&S segments.

During the 2005 Reorganized Period, we used $20.8 million of cash for investing activities. Cash of $12.0 million, net of cash acquired, was used to acquire 100% of the equity interest in Changzhou CEM Cryo Equipment Co., Ltd, or CEM. The CEM acquisition is further described in the notes to our consolidated financial statements included elsewhere in this prospectus. Cash used for capital expenditures for the period was $11.0 million. The significant capital expenditures were for the construction of the new manufacturing facility in China, the expansion of the biological storage product line manufacturing facility in New Prague, Minnesota and reinvestments to upgrade existing facilities to support growth in our businesses. In addition, we received proceeds of $1.7 million from the settlement of a promissory note related to the 2003 sale of our former Greenville Tube, LLC stainless steel tubing business.

For the 2005 Reorganized Period, $1.7 million of cash was provided by financing activities. We borrowed $18.9 million under our revolving credit facilities, including $10.0 million in the second quarter of 2005 under the revolving credit portion of the 2003 Credit Facility to finance our acquisition of CEM. In addition, we made net payments under the revolving credit portion of our 2003 Credit Facility and other revolving credit facilities of $15.9 million and $1.9 million of scheduled principal payments under the term loan portion of the 2003 Credit Facility, and $1.1 million of payments on other long-term debt. Proceeds from the sale of stock during this period were $1.7 million.


	*Year Ended December 31, 2004*

Cash provided by operating activities was $35.1 million for the year ended December 31, 2004, which was primarily a result of improved operating performance of all of our business segments, including increased sales, realized savings due to continued restructuring efforts and our successful reorganization under the Bankruptcy Code enabling us to return to normal payment terms with most of our vendors. This positive cash flow was partially offset by increased inventory levels, particularly at the BioMedical segment to ensure uninterrupted service to customers during the transfer of manufacturing operations from the Burnsville, Minnesota facility to the Canton, Georgia facility.

In 2004, net cash used for investing activities was $3.3 million. Capital expenditures were $9.4 million and included the expansion of the Canton, Georgia facility to accommodate the transfer of medical product line manufacturing to that facility from the Burnsville, Minnesota facility, the expansion of our operations in China and reinvestment into other facilities. In addition, we received cash proceeds on the sale of assets of $6.1 million in 2004, which included $4.3 million from the sale of the Burnsville, Minnesota facility, $0.6 million from the sale of a vacant building and parcel of land at the New Prague, Minnesota facility, and $1.1 million from the sale of equipment at the Plaistow, New Hampshire facility.

We used $35.7 million of cash for financing activities in 2004. We paid $33.1 million to reduce our long-term debt. This amount included voluntary prepayments made in April, September and December 31, 2004,

of $10.0 million, $12.0 million and $8.0 million respectively, on the term loan portion of our 2003 Credit Facility. The prepayments were made due to the significant amount of cash provided by the operating activities in 2004. Each prepayment reduced all future scheduled quarterly amortization payments on a pro-rata basis. Also, we used $1.9 million of cash for our debt restructuring initiatives including costs associated with the reorganization. We were required to delay until January 2004, when our fee applications were approved by the U.S. Bankruptcy Court, payments of approximately $0.9 million in bankruptcy related fees to various professional service providers.


	*Three Months Ended December 31, 2003*

Our cash provided by operating activities was $5.0 million for the three months ended December 31, 2003. This cash flow was primarily generated from working capital improvements as we continued to benefit from our successful Chapter 11 bankruptcy reorganization by improved timeliness of customer cash collections on trade receivables, reduced inventory levels and improved vendor payment terms.

Cash provided by investing activities was $0.2 million, while cash used in financing activities was $14.0 million for this three month period. We made term loan principal payments of $10.9 million, including a voluntary $10.0 million prepayment in December 2003 under the term loan portion of our 2003 Credit Facility that reduced all future scheduled quarterly principal payments on a pro-rata basis. In addition, we had net payments under the revolving credit portion of our 2003 Credit Facility and other revolving credit facilities of $2.6 million.


	*Nine Months Ended September 30, 2003*

Cash provided by operating activities for the nine months ended September 30, 2003 was $19.5 million. The cash provided from operations and working capital improvements was $16.9 million and $2.6 million, respectively. The working capital improvements were primarily attributable to the successful Chapter 11 bankruptcy reorganization as we strengthened our credit and collection policies and improved our cash collections of trade receivables, reduced cash requirements for inventory purchases due to the closure of several manufacturing facilities and the return to normal payments terms with a significant number of our vendors.

During this nine-month period, $15.1 million of cash was provided by investing activities. $16.1 million was provided by the proceeds from the sale of assets, including $13.5 from the sale of certain assets and liabilities from our Greenville Tube, LLC stainless steel tubing business, and $2.5 million from the sale of certain fixed assets of the cyropump and valves product line from our closed Columbus, Ohio manufacturing facility. The proceeds from these sales were primarily used to fund certain senior debt interest payments, pay certain professional fees, and provide increased liquidity for working capital and other corporate needs.

Our cash used in financing activities was $15.9 million. We used $12.6 million to pay fees for our debt restructuring initiatives, $1.3 million for net payments under our then-existing credit facilities and $1.2 million for long-term debt payments. The remaining cash of $0.8 million was used for interest rate collar payments and purchases of treasury stock.


	*Cash Requirements*

We do not anticipate any unusual cash requirements for working capital needs for the remaining nine months of 2006. We anticipate that we will use more cash during 2006 for capital expenditures than we have used in recent years, subject to restrictions under our senior secured credit facility. A significant portion of capital expenditures will be for facility expansions and related equipment to increase capacity in the E&C and D&S segments. Management believes that these expansions are necessary to support our current backlog levels and our expected growth in business due to increased demand in the industrial gas and LNG and gas to liquid, or GTL, segments of the hydrocarbon gas markets. In addition, we expect to pursue strategic business acquisitions in the remaining nine months of 2006 to complement our existing product offerings.

For the remaining nine months of 2006, cash requirements for debt service are forecasted to be approximately $25.0 million for scheduled interest payments under our senior secured credit facility and the

senior subordinated notes. We are not required to make any scheduled principal payments during the remaining nine months of 2006 under the term loan portion of our senior secured credit facility due to the voluntary principal prepayments that have been made to date. For the remaining nine months of 2006, we expect to use approximately $16.0 million of cash for both U.S. and foreign income taxes and contribute approximately $1.1 million of cash to our four defined benefit pension plans to meet ERISA minimum funding requirements.

Since March 31, 2006, we have received $37.1 million from the exercise of the existing warrant held by FR X Chart Holdings LLC to purchase 2,651,012 shares of common stock. We also received $2.1 million from the exercise of 609,856 rollover options for the issuance of an equivalent number of shares of common stock. We used approximately $16.5 million of these proceeds to complete our acquisition of Cooler Service on May 26, 2006, as described under the caption “Prospectus Summary — Recent Developments,” and used the remainder of these proceeds and other cash on hand to make a voluntary principal prepayment of $25.0 million under the term loan portion of our senior secured credit facility in the second quarter of 2006.


	*Contractual Obligations*

Our known contractual obligations as of December 31, 2005 and cash requirements resulting from those obligations are as follows:


	Payments Due by Period

									2011 and
	Total		2006		2007-2008		2009-2010		Thereafter

	(Dollars in thousands)
Long-term debt(1)	$	345,000	$	—	$	720	$	2,880	$	341,400
Interest on long-term debt(1)		236,531		27,729		54,957		54,689		99,156
Operating leases		9,255		2,040		3,568		2,939		708
Pension obligations		16,596		1,176		2,589		3,010		9,821

Total contractual cash obligations	$	607,382	$	30,945	$	61,834	$	63,518	$	451,085


(1)	We repaid $5.0 million and $25.0 million of our term indebtedness in the first and second quarters of 2006, respectively, and intend to repay an additional $25.0 million of term indebtedness using a portion of the net proceeds from this offering. This will reduce our long-term debt and interest obligations. See “Use of Proceeds” and “Unaudited Pro Forma Financial Information.”

The interest payments in the above table were estimated based upon our existing debt structure at December 31, 2005, which included the senior secured credit facility and senior subordinated notes, less scheduled debt payments each year, and the interest rates in effect at December 31, 2005. The planned funding of the pension and other post-employment obligations were based upon actuarial and management estimates taking into consideration the current status of the plans.

Our commercial commitments as of December 31, 2005, which include standby letters of credit and bank guarantees, represent potential cash requirements resulting from contingent events that require performance by us or our subsidiaries pursuant to funding commitments, and are as follows:


	Total		2006		2007-2008

	(Dollars in thousands)
Standby letters of credit	$	12,325	$	10,585	$	1,740
Bank guarantees		11,623		9,279		2,344

Total commercial commitments	$	23,948	$	19,864	$	4,084


	*Capital Structure*

As a result of the Acquisition, we had 7,952,180 shares of common stock issued and outstanding at December 31, 2005. Also, in connection with the Acquisition, a warrant to purchase 2,651,012 shares of our common stock was issued in November 2005 to FR X Chart Holdings LLC and 2,207,836 stock options, which we refer to as the New Options, under the Amended and Restated 2005 Stock Incentive Plan were

granted to management to purchase shares of our common stock at an exercise price of $6.41 per share. In addition, certain members of management rolled over 609,856 stock options in the Acquisition from our 2004 Stock Option and Incentive Plan, the exercise price of which was adjusted to $3.50 per share.

The warrant was exercisable anytime, including on a cashless basis, and was to expire in March 2014. The New Options are exercisable for a period of ten years and have two different vesting schedules. Approximately 779,325 of the New Options are time-based, or Time-based Options, and vest 20% per year over a five-year period, and approximately 1,428,511 of the New Options are performance-based, or Performance-based Options, and vest based upon specified returns on First Reserve’s investment in the company. In addition, 566,586 of the rollover options were vested on the closing date of the Acquisition and the remaining 43,270 rollover options vested in the first six months of 2006. On October 17, 2005, we adopted SFAS 123(R) “Share-Based Payments” to account for our 2005 Stock Incentive Plan. See “—Recently Adopted Accounting Standards” below for further information regarding the adoption of SFAS 123(R).

Since March 31, 2006, the warrant has been exercised and 2,651,012 shares were issued to FR X Chart Holdings LLC and the 609,856 rollover options have been exercised for an equivalent number of shares. Each of such exercises was done on a cash basis.

Off-Balance Sheet Arrangements

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

Contingencies

We are involved with environmental compliance, investigation, monitoring and remediation activities at certain of our operating facilities, and accrue for these activities when commitments or remediation plans have been developed and when costs are probable and can be reasonably estimated. Historical annual cash expenditures for these activities have been charged against the related environmental reserves. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 8 to 14 years as ongoing costs of remediation programs. Management believes that any additional liability in excess of amounts accrued, which may result from the resolution of such matters should not have a material adverse effect on our financial position, liquidity, cash flows or results of operations.

In March 2003, CHEL filed for a voluntary administration under the U.K. Insolvency Act of 1986. It is uncertain whether we will be subject to any significant liability resulting from CHEL’s insolvency administration. See “Business—Legal Proceedings.”

In 2004, as part of the Plaistow, New Hampshire manufacturing facility closure, we withdrew from the multi-employer pension plan related to the Plaistow employees. We continue to carry a related estimated withdrawal liability of $0.2 million at December 31, 2005. Any additional liability in excess of the amount accrued is not expected to have a material adverse impact on our financial position, liquidity, cash flow or results of operations.

We are 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 our business. Based on our historical experience in litigating these actions, as well as our current assessment of the underlying merits of the actions and applicable insurance, we believe the resolution of these other legal actions will not have a material adverse effect on our financial position, liquidity, cash flows or results of operations.

Foreign Operations

During 2005, we had operations in Australia, China, the Czech Republic, Germany and the United Kingdom, which accounted for 23.3% of consolidated revenues and 13.5% of total assets at December 31, 2005. Functional currencies used by these operations include the Australian Dollar, the Chinese Renminbi Yuan, the Czech Koruna, the Euro and the British Pound. We are 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 our domestic operations in currencies other than the U.S. Dollar. The majority of these functional currencies and

the other currencies in which we record transactions are fairly stable. The use of these currencies, combined with the use of foreign currency forward purchase and sale contracts, has enabled us 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

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions. Although 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 generally continued to be used by the Reorganized Company and Successor Company. Management 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.

Allowance for Doubtful Accounts. We evaluate the collectibility of accounts receivable based on a combination of factors. In circumstances where we are 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 we believe will be collected. We also record 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), our estimates of the collectibility of amounts due could be changed by a material amount.

Inventory Valuation Reserves. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are 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. We also recognize 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.

Long-Lived Assets. We monitor our long-lived assets for impairment indicators on an ongoing basis in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” If impairment indicators exist, we perform the required analysis and record impairment charges in accordance with SFAS No. 144. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated based upon either discounted cash flow analyses or estimated salvage values. Cash flows are estimated using internal forecasts as well as assumptions related to discount rates. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. In 2006, we expect to record approximately $4.3 million of amortization expense related to backlog.

Goodwill and Other Indefinite-Lived Intangible Assets. Under SFAS No. 142, “Goodwill and Other Intangible Assets”, we evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis. To test for impairment, we are required to estimate the fair market value of each of our reporting units. We developed a model to estimate the fair market value of our reporting units. This fair market value model incorporates our 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 goodwill and other indefinite-lived intangible assets.

Pensions. We account for our 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. Our funding policy is to contribute at least the minimum funding amounts

required by law. SFAS No. 87 and the policies used by us, 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 our pension expense in accordance with SFAS No. 87 is the expected return on plan assets. We have assumed that the expected long-term rate of return on plan assets as of December 31, 2005 will be 8.25%. 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. While over the long term, the investment strategy employed with our pension plan assets has earned in excess of such rates, we believe our assumptions for expected future returns are reasonable. However, we cannot guarantee that we will achieve these returns in the future. 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 reduces 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.

At the end of each year, we determine 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, we look to rates of return on high quality, fixed-income investments that receive one of the two highest ratings given by a recognized rating agency and the expected timing of benefit payments under the plan. At December 31, 2005, we determined this rate to be 5.50%. 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, has been deferred as allowed by SFAS No. 87.

At December 31, 2005, our consolidated net pension liability recognized was $6.9 million, a decrease of $2.3 million from December 31, 2004. The decrease is primarily due to an increase in the fair value of plan assets during 2005, and the recognition of the previously determined net unamortized gain at the closing date of the Acquisition in accordance with SFAS 141, “Business Combinations.” For the 2005 Successor Period and the 2005 Reorganized Period, we recognized approximately $0.01 million and $0.2 million, respectively, of pension income. The consolidated pension expense for the year ended December 31, 2004 was $0.8 million. The pension expense has decreased in the 2005 periods primarily due to the freezing of a third defined benefit pension plan at December 31, 2004 and the elimination of amortization of prior service costs at October 17, 2005 in accordance with SFAS 141. We currently expect that the pension income in 2006 will be approximately $0.5 million, an improvement from the 2005 and 2004 pension income and expense, respectively, due to the freezing of all four defined benefit pension plans.

Environmental Remediation Obligations. Our obligation for known environmental problems at our 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. Management reviews our 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 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 and potential insurance recoveries are not recognized until realized.

Product Warranty Costs. We estimate product warranty costs and accrue 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. We recognize revenue and gross 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. We follow 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 will 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. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion. We use the percentage of completion method of accounting primarily in the E&C segment, with the balance made up by the D&S segment.

Recently Adopted Accounting Standards

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” SFAS No. 123(R) is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values and eliminates the pro forma disclosure option allowed under SFAS 123. SFAS 123(R) is effective for nonpublic entities for fiscal years beginning after December 15, 2005. We adopted SFAS 123(R) on October 17, 2005 in conjunction with the Acquisition.

In December 2004, the FASB issued FASB Staff Position, or FSP, FSP No. 109-1, “Application for FASB Statement No 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004.” FSP 109-1 is intended to clarify that the domestic manufacturing deduction should be accounted for as a special deduction (rather than a rate reduction) under SFAS No. 109, “Accounting for Income Taxes.” A special deduction is recognized under SFAS 109 as it is earned. The adoption of this statement did not have a material impact on our financial position or results of operations.

In December 2004, the FASB issued FSP No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” FSP 109-2 provides guidance under SFAS No. 109, “Accounting for Income Taxes,” with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004, or the Jobs Act, on enterprises’ income tax expense and deferred tax liability. The Jobs Act was enacted on October 22, 2004. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. We completed evaluating the impact of the repatriation provisions, and the adjustment as provided for in FSP 109-2, did not have a material impact on our tax expense or deferred tax liability.

In March 2005, the FASB issued FASB Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations.” This interpretation requires companies to recognize a liability for the fair value of a legal obligation to perform asset retirement activities that are conditional on a future event if the amount can be reasonably estimated. This statement is effective for the year ending December 31, 2005. The adoption of this statement did not have a material effect on our financial position, results of operations, liquidity or cash flows.

Recently Issued Accounting Standards

The Financial Accounting Standards Board, or FASB, has recently issued the following Statements of Financial Accounting Standards that we have not adopted as of December 31, 2005:

The standard is effective for fiscal years beginning after June 15, 2005. We are currently evaluating the effect the adoption of SFAS No. 151 will have on our financial position or results of operations.

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” SFAS 154 replaces APB Opinion No. 20, “Accounting Changes” and SFAS 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS 154 also requires that a change in method of depreciating and amortizing a long-lived asset be accounted for prospectively as a change in estimate, and the correction of errors in previously issued financial statements should be termed a restatement. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The implementation of SFAS 154 does not have an impact on our present consolidated financial statements and will only affect financial statements to the extent there are future accounting changes or errors.

Quantitative and Qualitative Disclosures About Market Risk

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

Our primary interest rate risk exposure results from the current senior secured credit facility’s various floating rate pricing mechanisms. We entered into an interest rate derivative contract, or collar, in March 1999 to manage interest rate risk exposure relative to our debt. This collar had a notional amount of $4.4 million at December 31, 2005 and expired in March 2006. The fair value of the contract related to the collar outstanding December 31, 2005 is a liability of less than $0.1 million and is recorded in accrued interest. If interest rates were to increase 100 basis points (1%) from December 31, 2005 rates, and assuming no changes in debt from the December 31, 2005 levels, our additional annual expense would be approximately $1.8 million on a pre-tax basis.

We have trade receivables and payables and cash flows in foreign currencies other than the functional currencies of our subsidiaries 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. We enter into foreign exchange forward contracts at Chart Ferox a.s., our Czech Republic subsidiary, to hedge anticipated and firmly committed foreign currency transactions. We do not hedge foreign currency translation or foreign currency net assets or liabilities. The terms of these forward contracts are one year or less. Historically, changes in foreign currency exchange rates have not had a significant impact on our operating results or cash flows.

Covenant Compliance

We believe that our senior secured credit facility and the indenture governing our outstanding notes are material agreements, that the covenants are material terms of these agreements and that information about the covenants is material to an investor’s understanding of our financial condition and liquidity. The breach of covenants in the senior secured credit facility that are tied to ratios based on Adjusted EBITDA, as defined below, could result in a default under the senior secured credit facility and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indenture. Additionally, under the senior secured credit facilities and indenture, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA.

Covenant levels and pro forma ratios for the four quarters ended March 31, 2006 are as follows:


			Four Quarters Ended
			March 31, 2006
	Covenant Level		Ratio

Senior Secured Credit Facility(1)
Minimum Adjusted EBITDA to cash interest ratio		1.75x		3.00x
Maximum total debt to Adjusted EBITDA ratio		6.75x		4.15x
Indenture(2)
Minimum pro forma Adjusted EBITDA to pro forma fixed charge coverage ratio required to incur additional debt pursuant to ratio provisions(3)		2.0x		3.00x


(1)	The senior secured credit facility requires us to maintain an Adjusted EBITDA to cash interest ratio starting at a minimum of 1.75x and a total net debt to Adjusted EBITDA ratio starting at a maximum of 6.75x. Failure to satisfy these ratio requirements would constitute a default under the senior secured credit facility. If lenders under the senior secured credit facility failed to waive any such default, repayment obligations under the senior secured credit facility could be accelerated, which would also constitute a default under the indenture.

(2)	Our ability to incur additional debt and make certain restricted payments under our indenture, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charge ratio of at least 2.0 to 1.0.

(3)	The ratio is calculated giving pro forma effect to the Acquisition and the incurrence of debt under the indenture and the senior secured credit facility.

Adjusted EBITDA as used herein is defined as net income before interest expense, provision for income taxes, depreciation and amortization and further adjusted to exclude non-recurring items, non-cash items and other adjustments permitted in calculating covenants contained in the related senior secured credit facility and indenture governing the notes, as shown in the table below. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate compliance with financing covenants and our ability to pay dividends.

The presentation of Adjusted EBITDA, a non-GAAP financial measure, and ratios based thereon, do not comply with accounting principles generally accepted in the United States.


	Predecessor
	Company			Reorganized Company										Successor Company

	Nine Months			Three Months					January 1,			Three Months		October 17,			Three Months		Pro Forma
	Ended			Ended			Year Ended		2005 to			Ended		2005 to			Ended		Year Ended
	September 30,			December 31,			December 31,		October 16,			March 31,		December 31,			March 31,		December 31,
	2003			2003			2004		2005			2005		2005			2006		2005

	(Dollars in thousands)
Net income (loss)	$	(7,085	)	$	31		$	22,600	$	8,858			5,535	$	(506	)		6,045		(8,486	)
Income tax expense (benefit)		3,047			(125	)		10,134		7,159			3,071		(441	)		2,980		(3,602	)
Interest expense — net		10,300			1,344			4,712		4,164			985		5,556			6,545		27,401
Depreciation and amortization(a)		9,260			2,225			8,490		6,808			1,944		4,396			5,194		20,987

EBITDA	$	15,522		$	3,475		$	45,936	$	26,989			11,535	$	9,005			20,764		36,300


EBITDA	$	15,522		$	3,475		$	45,936	$	26,989		$	11,535	$	9,005		$	20,764		36,300
Stock-based compensation expense(b)		—			—			2,433		9,508			592		437			321		9,945
Inventory valuation charge(c)		—			5,368			—		—			—		8,903			—		8,903
Acquisition expenses(d)		—			—			—		6,602			—		—			—		6,602
In-process research and development charge(e)		—			—			—		2,768			—		—			—		2,768
Hurricane losses(f)		—			—			—		1,057			—		406			182		1,463
Employee separation and plant closure costs(g)		1,338			1,010			3,346		1,700			703		255			162		1,955
Reorganization expenses(h)		369			357			706		1,470			73		88			45		1,558
Appraisal rights settlement(i)		—			—			—		—			—		500			—		500
Management fees(j)		—			—			380		306			95		—			—		—
(Gain) loss on sale of assets(k)		8,929			(57	)		133		(131	)		—		78			—		(53	)
Income from discontinued operations(l)		(833	)		—			—		—			—		—			—		—

Adjusted EBITDA	$	25,325		$	10,153		$	52,934	$	50,269		$	12,998	$	19,672		$	21,474		69,941


(a)	The nine months ended September 30, 2003, the 2005 Successor Period and the three months ended March 31, 2006 include financing costs amortization of $1.7 million, $0.3 million and $0.4 million respectively.

(b)

Represents stock-based compensation charges for stock and stock options issued to key employees and directors, and an additional charge for the cash-out of stock options in the 2005 Reorganized Period as a result of the Acquisition. Although it may be of limited relevance to holders of our debt instruments, it may be of more relevance to our equity holders, since such equity holders ultimately bear such expenses.

(c)

Represents a non-cash inventory valuation charge recorded in cost of sales for the adjustment of inventory to fair value as a result of Fresh-Start accounting as of September 30, 2003 and purchase accounting as of October 17, 2005, the closing date of the Acquisition. Under Fresh-Start and purchase accounting, inventory was adjusted to the fair value as of the dates indicated above, and a corresponding charge was taken in the subsequent three months ended December 31, 2003 and the 2005 Successor Period cost of sales as the inventory was sold.


(d)	Represents acquisition expenses, primarily professional fees, incurred by us as a result of the Acquisition.


(e)	Represents a non-cash charge for purchased in-process research and development in conjunction with the acquisition of CEM in 2005.


(f)	Represents losses and costs incurred related to the damaged caused by Hurricane Rita at our New Iberia, Louisiana facilities.


(g)	Includes inventory valuation charges recorded in cost of sales, and severance expenses, facility exit costs and non-operating expenses related to the execution of our operational restructuring plan, which primarily included moving the Burnsville, Minnesota manufacturing operations to Canton, Georgia, closing the Plaistow, New Hampshire and Wolverhampton, United Kingdom manufacturing facilities and closing the Westborough, Massachusetts engineering office.

(h)	Includes pre-bankruptcy debt restructuring-related fees, Fresh-Start accounting adjustments and expenses, and a claim settlement related to our 2003 bankruptcy reorganization.

(i)	Represents a charge for the settlement of former Reorganized Company shareholders’ appraisal rights claims as a result of the Acquisition.

(j)	Represents non-recurring management fees charged by our Reorganized Company majority shareholders, which are not charged by First Reserve.

(k)	Includes non-recurring gains and losses and charges on the sale, disposal or impairment of assets.

(l)	Represents income from our former Greenville Tube, LLC stainless steel tubing business, which was sold in July 2003.

INDUSTRY OVERVIEW

Our products and services are important components to the liquid gas supply chain. They are employed in cryogenic liquid production, purification, transportation, distribution, storage and other processes in which cryogenic liquids are converted into the desired gases. These processes are important to the use of hydrocarbon and industrial gases. Important applications include LNG liquefaction and regasification, gas to liquids, natural gas and petrochemical processing, industrial gas production, transportation and storage, home healthcare applications and biomedical research. Accordingly, global demand for natural gas and industrial gases are fundamental drivers of our business.

Natural gas usage is increasing rapidly due to its advantageous environmental characteristics, superior heat efficiency, and growth in other applications such as petrochemical feedstock. According to the International Energy Agency or IEA, the consumption of natural gas will exceed that of coal by 2015. The Energy Information Administration or EIA, projects that global natural gas usage will grow 2.4% annually from 2002 to 2020 compared to 2.0% for oil and 2.3% for coal.

Growing Natural Gas Consumption

Source: “LNG World Energy Outlook” May 19-20, 2005 International Energy Agency presentation

Source: “Industrial Energy Outlook 2005” July 2005 Energy Information Administration Publication

LNG is expected to be the fastest growing segment of the natural gas value chain. New supplies of natural gas are largely found in areas that are long distances from the consumers of natural gas. In circumstances where pipeline transport is not feasible, natural gas must be converted into a more compact, liquid form, in order to effectively transport it to the required location. Products that enable the liquefaction of natural gas and re-gasification of LNG for transportation and storage are critical to the LNG industry.

The LNG liquefaction process is currently the largest LNG market for our products. Our heat exchangers, cold boxes, vacuum-insulated pipe, or VIP, and other products are used by customers in the LNG market to liquefy, transport, distribute and store natural gas. According to the IEA, investments in global LNG facilities are expected to total approximately $250 billion from 2001 to 2030.

Energy Ventures Analysis projects LNG liquefaction capacity to increase 15.2% per annum from 2005 through 2011.

Source: Energy Ventures Analysis, 2005

Commensurate with the increased LNG liquefaction investment and capacity, transportation of LNG is expected to outpace pipeline transport of natural gas over the next couple decades. The IEA expects the transportation of LNG in 2030 to be more than six times the level in 2001. Once this LNG reaches its end market it will either be re-gasified for pipeline distribution or distributed or stored in LNG format using cryogenic tanks where there is no pipeline infrastructure.

Source: “LNG World Energy Outlook” May 19-20, 2005 International Energy Agency presentation

Hydrocarbon processing is another substantial market for our products. In natural gas processing, customers employ cryogenic equipment to separate and purify natural gas and then to further separate natural gas into its component elements such as ethane, propane, butane, other natural gas to liquids and by-products such as helium. In petrochemical processing, customers use cryogenic separation and purification processes to convert natural gas elements into ethylene (the basic building block of plastics), propylene and numerous other industrial chemicals. The hydrocarbon processing market uses many of the products from our cryogenic categories in the gas separation and purification processes and the subsequent storage and distribution of liquid gases. Major customers for our products in the hydrocarbon processing markets are large multinational firms in the oil and gas industry, and large engineering and construction firms.

Industrial gas demand is another fundamental driver of our business. Growth in the industrial gas market is driven by the underlying demand for products that require oxygen, nitrogen, argon and other air gases. 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. The industrial gas market uses our products throughout this process, for the separation, purification, storage and distribution of gases. Notably, the oil and chemicals sector is a substantial user of industrial gases, for stimulating well pressure, refining oil, producing petrochemicals and other applications.

According to Spiritus Consulting, or Spiritus, revenue in the industrial gas market grew at 6.6% per annum from 1999 to 2004. Spiritus projects the global industrial gas market to grow at 7.0% per annum through 2009, fueled by growth of 9.0% per annum in Asia, the Middle East and Africa. The following graph was prepared by us using data from the Spiritus Consulting Report, 2004.

Industrial Gas Sales Growth by Region

Source: Spiritus Consulting Report, 2004

Our BioMedical segment is primarily driven by growth in home healthcare and biomedical research. Growth in the home healthcare market is being driven by the trend of decreased hospital inpatient stays in favor of lower cost outpatient treatments as well as by the aging U.S. population. According to U.S. Census data, the U.S. population aged 65 and over will grow from 35.0 million in 2000 to 46.8 million by 2015.

Growth in U.S. Elderly Population

Aged 65+

Source: U.S. Census Bureau, 2000

Growth in an aging population as well as increases in the number of respiratory disease cases is expected to increase demand for respiratory therapy and home-based oxygen devices. Respiratory therapy, which includes liquid oxygen systems, oxygen compression systems and oxygen concentrators, is a primary product service of our BioMedical segment.

Similarly, the global expansion of bio-tech and stem cell research, and cord blood storage is expected to increase demand for our biological storage products for storing biological material. Additionally, U.S. Homeland Security initiatives in response to acts of bio-terrorism should drive greater demand for our biological storage products. Global artificial insemination is expected to grow as countries are moving toward independence in their dairy and beef production.

We believe that equipment suppliers that are diversified in terms of product offerings that span the entire supply chain for users of hydrocarbon and industrial gases will continue to be industry leaders.

BUSINESS

Overview

We are a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, based on our sales and the estimated sales of our competitors. We supply engineered equipment used throughout the liquid gas supply chain globally. The largest portion of end-use applications for our products is energy-related, accounting for 51% of sales and 58% of orders in 2005, and 77% of backlog at December 31, 2005. We are a leading manufacturer of standard and engineered equipment primarily used for low-temperature and cryogenic applications. We have developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The majority of our products, including vacuum-insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid gas supply chain for the purification, liquefaction, distribution, storage and use of hydrocarbon and industrial gases.

Our primary customers are large, multinational producers and distributors of hydrocarbon and industrial gases and their suppliers. We sell our products and services to more than 2,000 customers worldwide. We have developed long-standing relationships with leading companies in the gas production, gas distribution, gas processing, LNG, chemical and industrial gas industries, including Air Products, Praxair, Airgas, Air Liquide, JGC Corporation, or JGC, Bechtel Corporation, General Electric, or GE, ExxonMobil, British Petroleum, or BP, and ConocoPhillips, many of whom have been purchasing our products for over 20 years.

We believe that we are well-positioned to benefit from a variety of long-term trends driving demand in our industry, including:


	•	increasing demand for natural gas and the geographic dislocation of supply and consumption, which is resulting in the need for a global network for LNG;

	•	increasing demand for natural gas processing, particularly in the Middle East, as crude oil producers look to utilize the gas portions of their reserves; and

	•	increased demand for natural and industrial gases resulting from rapid economic growth in developing areas, particularly Central and Eastern Europe and China.

The following charts show the proportion of our revenues generated by each operating segment as well as our estimate of the proportion of revenue generated by end-user for the combined year ended December 31, 2005.

Sales By Segment

Sales By End-User

Our Competitive Strengths

Although we are subject to a number of competitive factors that we describe at the end of this competitive strengths section, we believe that the following competitive strengths position us to enhance our growth and profitability:


	*Focus on Attractive Growing End Markets.* We anticipate growing demand in the end markets we serve, with particularly strong growth in LNG, natural gas processing, specific international markets across all segments and biomedical equipment. Energy Ventures Analysis projects global LNG liquefaction capacity to increase 15.2% per annum from 2005 through 2011 and the International Energy Agency expects the natural gas industry to invest approximately $250 billion in LNG facilities from 2001 to 2030. In addition, international demand for our products is being driven by growing manufacturing capacity and industrial activity in developing areas, particularly Central and Eastern Europe and China. Rapid economic development in these areas has caused a significant increase in the demand for natural and industrial gases. According to Spiritus Consulting, the global market for industrial gas is projected to grow 7.0% per annum from 2009.

	*Substantial Revenue Visibility.* We have a large and growing backlog, which provides us with a high degree of visibility in our forecasted revenue. Our backlog is comprised of the portion of signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue under the percentage of completion method or based upon shipment. Our backlog as of March 31, 2006 was $237.0 million, compared to $233.6 million, $129.3 million and $49.6 million as of December 31, 2005, 2004 and 2003, respectively. Projects for energy-related applications totaled approximately $180.0 million in backlog as of December 31, 2005. Substantially all of our backlog as of December 31, 2005 is scheduled to be recognized as sales during the next twelve months.

	*Leading Market Positions.* We believe we are the #1 or #2 equipment supplier in each of our primary end markets both domestically and internationally. Based on our relationships with key customers, we believe that our strong industry positioning makes us typically one of only two or three suppliers qualified to provide certain products to key customers. As our customers continue to rationalize their vendors, we expect to gain additional market share and that the benefit of our leading position will become more pronounced.

	*Diverse, Long-Standing Customer Base.* We currently serve over 2,000 customers worldwide. Our primary customers are large, multinational producers and distributors of hydrocarbon and industrial gases that provide us with revenue stability. Customers and end-users also include high growth LNG processors, petrochemical processors and biomedical companies. We have developed strong, long-standing relationships with these customers, many of whom have been purchasing products from us or

one of our predecessors for over 20 years. Our primary customers and end-users include Air Products, Praxair, Airgas, Air Liquide, JGC, Bechtel Corporation, GE, ExxonMobil, BP and ConocoPhillips.

      Highly Flexible and Low-Cost Manufacturing Base. Given our long-term investment in global manufacturing facilities and specialized equipment, we have developed a substantial comparative scale and geographic advantage within the markets for the cryogenic products that we manufacture. The scale enables cost efficiencies and the geographic reach provides access to customers that we believe would be difficult for a potential competitor to replicate. With more than 1.6 million square feet of manufacturing space across 14 primary facilities and three continents, we have substantial operational flexibility. We are a low-cost producer for our products across all segments. In addition, the high cost of capital and economies of scale required for this type of manufacturing create significant barriers for new entrants.

      Product Expertise, Quality, Reliability and Know-How. Within our end markets, we have established a reputation for quality, reliability and technical innovation. We believe that the main drivers of our target customers’ purchasing decisions are a supplier’s product expertise, quality, reliability and know-how rather than pricing and terms, giving us an advantage based on our reputation and consequent brand recognition. The value of this brand recognition is significantly enhanced by the extended life cycle of our products and the high cost to our target customers of product failure. As a focused provider of highly engineered cryogenic equipment, we believe it would be difficult for a new entrant to duplicate our capabilities.

      Experienced Management Team. We have assembled a strong senior management team with over 250 combined years of related experience. We have a balance of entrepreneurs, internally developed leaders and experienced managers from analogous industries. The team has grown into a cohesive unit with complementary management and operational skills. The current management team is directly responsible for the strong sales growth and the significant margin improvements experienced since 2003.

We compete in a number of niche markets with a number of competitors that are major corporations, some of which have substantially greater technical, financial and marketing resources than we do. Our ability to capitalize on our strengths could be hampered by our competitors’ ability to use their resources to adapt to changing market demands earlier than we are able to do so. For an additional discussion regarding our ability to compete in the highly competitive markets in which we operate, see “Risk Factors.”

Business Strategy


	*Continue to develop innovative, high-growth, energy-specific products.* We plan to continue to focus on extending our cryogenic technological leadership, both to capitalize on increasing demand for energy and to create new applications. We believe that we are well positioned to benefit from increased demand for LNG, natural gas processing and gas to liquid, or GTL, solutions. Our engineering, technical and marketing employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Current product development includes subsea VIP, synthetic gas, hydrogen recovery, small-scale bulk gas distribution solutions and LNG/ GTL production systems.

	*Leverage our global platform to capitalize on growing international demand.* We expect growth in hydrocarbon and industrial gas demand and investment over the next five years in the Middle East, Central and Eastern Europe, Russia and China. We believe that our historic and planned investment in our manufacturing facilities in the Czech Republic and China and the investment in sales and marketing capabilities in these markets, supplemented by our continuing investment in our U.S. facilities, has positioned us to increase our market share in growing international markets. We believe we are well-positioned to make acquisitions of complementary businesses to expand our global infrastructure.

	*Capitalize on our position as a market leader.* We plan to continue to grow our long-standing relationships with the leading users of cryogenic equipment. Our engineering and development teams

partner with our customers to better understand and meet their cryogenic equipment needs, particularly in the growing LNG and international markets. We intend to grow our customer base as industrial gas producers increasingly outsource bulk tank storage and other non-core parts of their business.

Maintain our position as a low-cost producer while continuing to improve operating performance. We believe we are the lowest cost manufacturer for most of our products and we intend to continue to leverage our scale, scope, technical expertise and know-how to deliver to our customers higher quality and more reliable products and services at lower cost. Our largest manufacturing facility is in the Czech Republic, which allows us to achieve considerable cost savings versus our competitors. In addition, we believe China, where we are experiencing significant growth, will be a sustainable low-cost labor environment. We maintain a disciplined approach to capital expenditures. We intend to make capacity investments in energy-related markets where we expect to realize significant and timely returns, and to also leverage our existing operating capacity in other markets.

Segments and Products

We operate in three segments: (i) E&C, (ii) D&S and (iii) BioMedical. While each segment manufactures and markets different cryogenic equipment and systems to distinct end-users, they all share a reliance on our heat transfer and low temperature storage know-how and expertise. The E&C and D&S segments manufacture products used in energy-related applications.


	*Energy and Chemicals Segment*

Our principal products within the E&C segment, which accounted for 30% of sales for the year ended December 31, 2005, are focused on process equipment, primarily heat exchangers and LNG systems, which include cold boxes and LNG vacuum-insulated pipe, used by major natural gas, petrochemical processing and industrial gas companies in the production of their products. Our products in the E&C segment include the following:


	Heat Exchangers

We are a leading designer and manufacturer of cryogenic and air cooled heat exchangers. Using technology pioneered by us, 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 $10,000 for a relatively simple unit to as high as $10 million for a major project.

The heat exchangers market has seen significant demand improvement over the last two years, resulting primarily from increased activity in the LNG and natural gas segments of the hydrocarbon processing market as well as the Asian industrial gas market. In the future, management believes that continuing efforts by petroleum producing countries to better utilize stranded natural gas and previously flared gases, as well as efforts to broaden their industrial base, present a promising source of demand for our 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.

Our principal competitors for heat exchangers are Linde, Sumitomo, Kobe and Nordon. Management believes that we are the only producer of large brazed aluminum heat exchangers in the United States and that we are the leader in the global cryogenic heat exchanger market. Major customers for our heat exchangers in the industrial gas market include Air Liquide, Air Products and Praxair. In the hydrocarbon processing market, major customers and end-users include Air Liquide, Air Products and Praxair. In the hydrocarbon processing market, major customers and end-users include BP, ExxonMobil, Saudi Aramco, ConocoPhillips and contractors such as JGC, Bechtel and KBR.


	Cold Boxes

We are 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 hydrocarbon processing market, our cold box systems are used in natural gas processing and in the petrochemical industry. 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. 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.

We have a number of competitors for fabrication of cold boxes, including Linde, Air Products and many smaller fabrication-only facilities around the world. Principal customers and end-users for our cold boxes include Air Liquide, ABB Lummus, BP, Bechtel, Saudi Aramco, Stone and Webster, and KBR.


	LNG Vacuum Insulated Pipe

This product line consists of vacuum-insulated pipe used for LNG transportation, or LNG VIP, within both export and import terminals. This is a new and growing market as new LNG infrastructure is added around the world. LNG VIP is fabricated to order with projects varying in size from $500,000 to $25 million. Our competitors in the LNG VIP market include Technip and ITP. In general, our customers are the major contractors such as Technip and Bechtel. LNG VIP competes directly with mechanically insulated pipe which takes longer to install and requires higher maintenance over its life.


	*Distribution and Storage Segment*

Through our D&S segment, which accounted for 52% of our sales for the year ended December 31, 2005, we are 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. Our 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. Our products in the D&S segment include the following:


	Cryogenic Bulk Storage Systems

We are a leading supplier of cryogenic bulk storage systems of various sizes ranging from 500 gallons to 150,000 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 our cryogenic storage tanks include industrial gas producers and distributors, chemical producers, manufacturers of electrical components, health care organizations, food processors and businesses in the oil and natural gas industries. Prices for our cryogenic bulk storage systems range from $10,000 to $1 million. Global industrial gas producers, including Praxair, Air Liquide, Air Products, Linde, Messer and The BOC Group, are significant customers for our cryogenic bulk storage systems. In addition, Airgas is a significant customer in the North American industrial gas market. On a worldwide basis, we compete primarily with Taylor-Wharton, a Harsco Company in this product area. In the European and Asian markets, we compete with several suppliers owned by the global industrial gas producers as well as independent regional suppliers.


	Cryogenic Packaged Gas Systems

We are 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 our liquid cylinders are the same global industrial gas producers as the North American industrial gas distributors who purchase our cryogenic bulk storage systems. We compete on a worldwide basis primarily with Harsco in this product area. We have 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

Our line of cryogenic components, including VIP, 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 industrial gas producers, as well as to a diverse group of distributors, resellers and end users. We compete with a number of suppliers of cryogenic systems and components, including Acme Cryogenics, Vacuum Barrier Corporation and others.


	LNG Vehicle Fuel Systems

This product line consists of LNG and liquid/compressed natural gas 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.


	Beverage Liquid CO ₂ Systems

This product line consists primarily of vacuum-insulated, bulk liquid CO ₂ containers used for beverage carbonation in restaurants, convenience stores and cinemas, in sizes ranging from 100 pounds to 750 pounds of liquid CO ₂ storage. We also manufacture and market non-insulated, bulk fountain syrup containers for side-by-side installation with our CO ₂ systems. Our beverage systems are sold to national restaurant chains, soft drink companies and CO ₂ distributors. Our primary competitors for our bulk liquid CO ₂ beverage delivery systems are Taylor-Wharton and other producers of high-pressure gaseous CO ₂ cylinders.


	Cryogenic Services

We operate three locations in the United States providing installation, service and maintenance of cryogenic products including storage tanks, liquid cylinders, cryogenic trailers, cryogenic pumps and VIP.


	*BioMedical Segment*

The BioMedical segment, which accounted for 18% of our sales for the year ended December 31, 2005, consists of various product lines built around our core competencies in cryogenics, but with a focus on the medical and biological users of the liquids and gases instead of the large producers and distributors of cryogenic liquids. Our products in the BioMedical segment include the following:


	Medical Products

Our medical oxygen product line is comprised of a limited range of medical respiratory products, including liquid oxygen systems and ambulatory oxygen systems, both 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 receive an oxygen system from a home healthcare provider, medical equipment dealer, or gas supplier. The provider 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, physicians generally believe that liquid oxygen offers greater long-term therapeutic benefits by providing the option of increased patient ambulation.

Our primary competitor in the medical products line is Puritan-Bennett, a division of Tyco International, Ltd. We believe that competition for liquid oxygen systems is based primarily upon product quality, performance, reliability, ease-of -service and price and focus our 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, biotech/pharmaceutical, research facilities, blood and tissue banks, veterinary laboratories, large-scale repositories and artificial insemination, particularly in the beef and dairy industry.

The significant competitors for biological storage systems include a few large companies worldwide, such as Taylor-Wharton, Air Liquide and IBP. 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, we believe our understanding of the end-user’s applications and concerns enables us to sell a “total value” package. Alternatives to vacuum insulated containment vessels include mechanical, electrically powered refrigeration.


	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. We manufacture 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. We currently sell all of our MRI components to GE, a leading worldwide manufacturer of MRI equipment.

Engineering and Product Development

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

Competition

We believe we can compete effectively around the world and that we are a leading competitor in our 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 independent third-party prepared market share data is not available, it is difficult to know for certain our exact position in our markets, although we believe we rank among the leaders in each of the markets we serve. We base our statements about industry and market positions on our reviews of annual reports and published investor presentations of our competitors and augment this data with information received by marketing consultants conducting competition interviews and our sales force and field contacts.

Marketing

We market our products and services throughout the world primarily through direct sales personnel and through independent sales representatives and distributors. The technical and custom design nature of our 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 one of our segments, each salesperson and certain sales representatives are able to sell many products from different segments to a single customer. We use independent sales representatives and distributors to market our products and services in certain foreign countries that we serve and in certain North American markets. These independent sales representatives supplement our direct sales force in dealing with language and cultural matters. Our domestic and foreign independent sales representatives earn commissions on sales, which vary by product type.

Backlog

The dollar amount of our backlog as of March 31, 2006, December 31, 2005 and December 31, 2004 was $237.0 million, $233.6 million and $129.3 million, respectively. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue under the percentage of completion method or based upon shipment. It is expected that substantially all of our March 31, 2006 backlog will be recognized as sales during the next twelve months. Backlog can be significantly affected by the timing of orders for large products, particularly in the E&C segment, and the amount of backlog at December 31, 2005 described above is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. For further information about our backlog, including backlog by segment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Customers

We sell our products to gas producers, distributors and end-users across the industrial gas, hydrocarbon and chemical processing industries in countries throughout the world. While no single customer exceeded 10% of consolidated sales in 2005, 2004 or 2003, sales to our top ten customers accounted for 39%, 45% and 43% of consolidated sales in 2005, 2004 and 2003, respectively. Our sales to particular customers fluctuate from period to period, but the global gas producer and distributor customers tend to be a consistently large source of revenue for us. Our supply contracts are generally contracts for “requirements” only. While our customers are obligated to purchase a certain percentage of their supplies from us, there are no minimum requirements. Also, many of our contracts may be cancelled on as little as one month’s notice. To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition of customers to help ensure timely collections and to minimize losses. In addition, for certain domestic and foreign customers, particularly in the E&C segment, we require advance payments, letters of credit and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. We believe our relationships with our customers generally have been good since our reorganization under Chapter 11 of the U.S. Bankruptcy Code in 2003.

Intellectual Property

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

Raw Materials and Suppliers

We manufacture most of the products we sell. The raw materials used in manufacturing include aluminum products (including sheets, bars, plate and piping), stainless steel products (including sheets, plates, heads and piping), palladium oxide, carbon steel products (including sheets, plates and heads), 9% nickel steel products (including heads and plates), valves and gauges and fabricated metal components. Most raw materials are available from multiple sources of supply. We believe our relationships with our raw material suppliers and other vendors are generally good. The commodity metals we use have experienced significant upward fluctuations in price. We have generally been able to recover the costs of price increases through our contracts with customers. We foresee no acute shortages of any raw materials that would have a material adverse effect on our operations.

Employees

As of May 31 2006, we had 2,556 employees, including 1,655 domestic employees and 901 international employees. These employees consisted of 823 salaried, 305 bargaining unit hourly and 1,428 non-bargaining unit hourly.

We are a party to one collective bargaining agreement through one of our operating subsidiaries. The agreement with the International Association of Machinists and Aerospace Workers covering 305 employees at our La Crosse, Wisconsin heat exchanger facility expires in February 2007. In 2005, through another one of our operating subsidiaries, we were also a party to the agreement with the United Steel Workers of America, which covered 244 employees at our New Prague, Minnesota facility. On November 16, 2005, pursuant to an approved stipulation election agreement, the bargaining unit employees voted to decertify the United Steel Workers of America as its bargaining representative. The election results were certified on November 23, 2005. Over the past several years, we have not had any work stoppages or strikes and we believe our relationships with our employees are generally good.

Environmental Matters

Our operations have historically included and currently include the handling and use of hazardous and other regulated 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. We monitor and review our procedures and policies for compliance with environmental laws and regulations. Our management is familiar with these regulations, and supports an ongoing program to maintain our adherence to required standards.

We are involved with environmental compliance, investigation, monitoring and remediation activities at certain of our owned manufacturing facilities and at one owned facility that is leased to a third party. We believe that we are currently in substantial compliance with all known environmental regulations. We accrue 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 8 to 14 years as ongoing costs of remediation programs. Although we believe we have adequately provided for the cost of all known environmental conditions, additional contamination or changes in regulatory posture concerning our on-going remedial efforts could result in more costly remediation measures than budgeted, or those we believe are adequate or required by existing law. We believe 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 our financial position, liquidity, cash flows or results of operations.

Properties

We occupy 26 principal facilities totaling approximately 2.0 million square feet, with the majority devoted to manufacturing, assembly and storage. Of these manufacturing facilities, approximately 1.6 million square

feet are owned and 0.4 million square feet are occupied under operating leases. We consider our manufacturing facilities sufficient to meet our current and planned operational needs in the Biomedical segment. However, we have commenced the expansion of our E&C and D&S segment facilities over the next few years to meet significant current order backlog levels and expected growth in business as both we and our competitors reach capacity. We lease approximately 10,300 square feet for our corporate office in Garfield Heights, Ohio. Our major owned facilities in the United States are subject to mortgages securing our senior secured credit facility.

As a result of our operational restructuring activities, we closed our D&S manufacturing facility in Plaistow, New Hampshire in the third quarter of 2004 and we are currently pursuing the sale of this property. The Plaistow, New Hampshire facility is classified as an “asset held for sale” in our audited consolidated balance sheet as of December 31, 2005 and 2004. In the first quarter of 2005, we completed the move of the medical respiratory product line from the Burnsville, Minnesota facility to the Canton, Georgia manufacturing facility. The Burnsville, Minnesota facility was sold in the fourth quarter of 2004 and leased until the move of the medical respiratory product line was completed. Our operational restructuring activities are further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the related notes thereto included elsewhere in this prospectus.

The following table sets forth certain information about facilities occupied by us as of May 31, 2006:

Location

Segment

Square Feet

Ownership

Use

LaCrosse, Wisconsin

Energy & Chemicals

149,000

Owned

Manufacturing/Office

New Iberia, Louisiana

Energy & Chemicals

62,400

Leased

Manufacturing

New Iberia, Louisiana

Energy & Chemicals

35,000

Leased

Manufacturing

The Woodlands, Texas

Energy & Chemicals

29,000

Leased

Office

Houston, Texas

Energy & Chemicals

103,000

Leased

Manufacturing

Tulsa, Oklahoma

Energy & Chemicals

58,500

Owned

Manufacturing/Office/

Warehouse

Tulsa, Oklahoma

Energy & Chemicals

31,500

Leased

Manufacturing

Wolverhampton, United Kingdom

Energy & Chemicals

1,600

Leased

Office

Changzhou, China(1)

Distribution & Storage

21,500

Leased

Manufacturing/ Office

Changzhou, China

Distribution & Storage

130,000

Owned

Manufacturing/ Office

Changzhou, China

Distribution & Storage

60,000

Leased

Manufacturing/ Office

Changzhou, China

Distribution & Storage

40,000

Leased

Manufacturing

Decin, Czech Republic

Distribution & Storage

564,000

Owned

Manufacturing/ Office

Houston, Texas

Distribution & Storage

22,000

Owned

Service

Plaistow, New Hampshire(2)

Distribution & Storage

164,400

Owned

Manufacturing/ Office

Solingen, Germany

Distribution & Storage

3,000

Leased

Office

Zhangiajang, China

Distribution & Storage

30,000

Leased

Manufacturing/ Office

Canton, Georgia

Distribution & Storage/ BioMedical

154,000

Owned

Manufacturing/ Office

Jasper, Georgia

Distribution & Storage/ BioMedical

32,500

Leased

Warehouse/ Service

New Prague, Minnesota

Distribution & Storage/ BioMedical

254,000

Owned

Manufacturing/Service/ Office

Denver, Colorado

BioMedical

109,000

Owned

Manufacturing

Marietta, Georgia

BioMedical

11,100

Leased

Office/Lab

Bracknell, United Kingdom

BioMedical

12,500

Leased

Office/ Warehouse

Lidcombe, Australia

BioMedical

2,400

Leased

Office/ Warehouse

New Prague, Minnesota

BioMedical

11,700

Leased

Warehouse

Burnsville, Minnesota(3)

Corporate

7,000

Leased

Office

Garfield Heights, Ohio

Corporate

10,300

Leased

Office

Clarksville, Arkansas(4)

Discontinued operation

110,000

Owned

Manufacturing/ Office


(1)	This facility has been vacated and we may sublease until the lease expires.

(2)	This facility is being held for sale.

(3)	This facility will be vacated no later than when the lease expires in January 2008.

(4)	This facility is leased from us, with a purchase option, by the company that purchased certain assets of the former Greenville Tube LLC stainless steel tubing business.

Regulatory Environment

We are subject to federal, state and local regulations relating to the discharge of materials into the environment, production and handling of our hazardous and regulated materials and our products and the conduct and condition of our production facilities. We do not believe that these regulatory requirements have had a material effect upon our capital expenditures, earnings or competitive position. We are not anticipating any material capital expenditures in 2006 that are directly related to regulatory compliance matters. We are also not aware of any pending or potential regulatory changes that would have a material adverse impact on our business.

Legal Proceedings

In March 2003, we completed the closure of our Wolverhampton, United Kingdom manufacturing facility, operated by CHEL, and all current heat exchanger manufacturing is being conducted at our 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, we received information that indicated that CHEL’s net pension plan obligations had increased significantly primarily due to a decline in plan asset values and interest rates as well as an increase in plan liabilities, resulting in an estimated plan deficit of approximately $12.0 million. Based on our financial condition, in March 2003 we determined not to advance funds to CHEL in amounts necessary to fund CHEL’s obligations. Since CHEL was unable to fund its net pension plan deficit, pay remaining severance due to former employees or pay other creditors, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a U.K. pension regulatory board. That board approved the wind-up as of March 28, 2003.

We do not believe that we are legally obligated to fund the net pension deficit of the CHEL pension plan because CHEL, which is no longer one of our consolidated subsidiaries, was the sponsor of the pension plan and the entity with primary responsibility for the plan. In addition, we considered ourselves and our consolidated subsidiaries legally released from being the primary obligor of any CHEL liabilities. Further, at the time the insolvency administrator assumed control of CHEL, we no longer had control of the assets or liabilities of CHEL. As a result, in March 2003, we wrote-off our net investment in CHEL. In addition, any claims of CHEL against us were discharged in bankruptcy as part of our Reorganization Plan.

While no claims presently are pending against us related to CHEL’s insolvency, persons impacted by the insolvency or others could bring a claim against us asserting that we are directly responsible for pension and benefit related liabilities of CHEL. Although we would contest any claim of this kind, we can provide no assurance that claims will not be asserted against us in the future. To the extent we have a significant liability related to CHEL’s insolvency and pension wind-up, satisfaction of that liability could have a material adverse impact on our liquidity, results of operations and financial position.

On July 8, 2003, we and all of our then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware to implement an agreed upon senior debt restructuring plan through a prepackaged plan of reorganization. None of our non-U.S. subsidiaries were included in the filing in the Bankruptcy Court. On September 15, 2003, we and all of our then majority-owned U.S. subsidiaries emerged from Chapter 11 bankruptcy proceedings pursuant to the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003. We have resolved all proofs of claim asserted in the bankruptcy proceedings, including the settlement in July 2005 of a finders’ fee claim in the amount of $1.1 million asserted by one of our former shareholders, against which we had filed an objection in the Bankruptcy Court. All bankruptcy proceedings were closed in May 2006.

We are a party to other legal proceedings incidental to the normal course of our business. Based on our historical experience in litigating these actions, as well as our 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 effect on our financial position, liquidity, cash flows or results of operations.

MANAGEMENT

The following table sets forth the name, age as of June 1, 2006 and position of each person that serves as an executive officer or director of our company and certain other key members of management. Our directors each serve for a term of one year until the next annual meeting of shareholders and our executive officers each serve for a term of one year at the discretion of the board of directors.


Name	Age		Position

Samuel F. Thomas		54	Chief Executive Officer, President and Director
Michael F. Biehl		50	Executive Vice President, Chief Financial Officer and Treasurer
Matthew J. Klaben		37	Vice President, General Counsel and Secretary
James H. Hoppel, Jr.		42	Chief Accounting Officer, Controller and Assistant Treasurer
John T. Romain		42	President—Energy & Chemicals Group
Thomas M. Carey		48	President—Distribution & Storage Group
Steven T. Shaw		45	President—BioMedical Group
Ben A. Guill		55	Chairman of the Board of Directors
Kenneth W. Moore		37	Director
Timothy H. Day		35	Director
Steven W. Krablin		56	Director*


*	Nominee for director. Mr. Krablin has consented to being named herein as a nominee for director.

Samuel F. Thomas is our Chief Executive Officer and President and has served as a member of our board of directors since October 2003. Prior to joining our company, Mr. Thomas was Executive Vice President of Global Consumables at ESAB Holdings Ltd, a provider of welding consumables and equipment. In addition to his most recent position at ESAB, Mr. Thomas was responsible for ESAB N. America during his employment at ESAB Holdings Ltd. Prior to joining ESAB in February 1999, Mr. Thomas was Vice President of Friction Products for Federal Mogul, Inc. Prior to its acquisition by Federal Mogul in 1998, Mr. Thomas was employed by T&N plc from 1976 to 1998, where he served from 1991 as chief executive of several global operating divisions, including industrial sealing, camshafts and friction products.

Michael F. Biehl has been our Executive Vice President since April 2006, served as our Chief Accounting Officer from October 2002 until March 2006, and has been our Chief Financial Officer and Treasurer since July 2001. Prior to joining us, Mr. Biehl served as Vice President, Finance and Treasurer at Oglebay Norton Company, an industrial minerals mining and processing company. 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.

Matthew J. Klaben is our Vice President, General Counsel and Secretary. Prior to joining us in March 2006, Mr. Klaben was a partner at the law firm of Calfee, Halter & Griswold LLP in Cleveland, Ohio from January 2005 until March 2006, and an associate from April 1998 until December 2004. Before that, Mr. Klaben was an associate at the law firm of Jones Day in Cleveland, Ohio from September 1995 until April 1998.

James H. Hoppel, Jr. is our Chief Accounting Officer, Controller and Assistant Treasurer and has served as Controller since November 2004. Prior to joining us, Mr. Hoppel served as Vice President, Finance for W.W. Holdings, LLC, a manufacturer and distributor of doors and hardware. Prior to joining W.W. Holdings in 2001, Mr. Hoppel held various finance and accounting positions with different organizations, including the Transaction Services and Audit practices of PricewaterhouseCoopers LLP in Cleveland, Ohio.

John T. Romain has been the President of our Energy & Chemicals Group since October 2002. Mr. Romain has been with our company for twelve years, and prior to becoming the President of the Energy & Chemicals Group served as our Controller and Chief Accounting Officer. Prior to joining us, Mr. Romain

worked in the audit practice of Ernst & Young LLP from 1985 to 1993, where he gained extensive experience providing services to oil and gas companies.

Thomas M. Carey has been the President of our Distribution & Storage Group since September 2004. Mr. Carey has been with us and our predecessors since 1987 and prior to becoming the President of the Distribution & Storage Group, Mr. Carey worked in various engineering and business management positions. Prior to joining Chart, Mr. Carey was employed by Airco as a field engineer in support of bulk industrial gas sales.

Steven T. Shaw has been the President of our BioMedical Group since October 2002. Mr. Shaw has been employed by us and our predecessors for eleven years in various management positions. Before joining our company in 1993, Mr. Shaw was employed for eleven years in the automotive manufacturing and distribution business of TRW Inc. in Cleveland, Ohio. Before that, he held positions in sales and management with APS Incorporated in Houston, Texas.

Ben A. Guill has been the Chairman of our board of directors since the Acquisition in October 2005. Mr. Guill is the President and a Managing Director of First Reserve Corporation, which he joined in September 1998. Prior to joining First Reserve Corporation, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment banking firm specializing in the oil service industry. Mr. Guill also serves as a director of Dresser, Inc., T-3 Energy Services, Inc. and National Oilwell Varco, Inc.

Kenneth W. Moore has been a member of our board of directors since the Acquisition in October 2005. Mr. Moore is a Managing Director of First Reserve Corporation and joined that firm in January 2004. Prior to joining First Reserve Corporation, Mr. Moore was a Vice President at Morgan Stanley, an investment bank, from 2000 until 2004. Prior to joining Morgan Stanley, Mr. Moore was an Associate at Chase Securities from 1998 until 2000. Mr. Moore also serves as a director of Dresser-Rand Group, Inc.

Timothy H. Day has been a member of our board of directors since the Acquisition in October 2005. Mr. Day is a Director of First Reserve Corporation, which he joined in November 2000. Before joining First Reserve Corporation, Mr. Day was employed at WorldOil.com where he was a Vice President in charge of Operations. Prior to that time, Mr. Day spent three years with SCF Partners, a private equity investment group and three years with CS First Boston and Salomon Brothers. Mr. Day also serves as a director of Pacific Energy Partners, L.P.

Steven W. Krablin is a nominee for our board of directors and will become a director upon the effectiveness of the registration statement of which this prospectus is a part. From January 1996 until April 2005, Mr. Krablin served as the Senior Vice President and Chief Financial Officer of National Oilwell Varco Inc. or its predecessors, a major manufacturer and distributor of oil and gas drilling equipment and related services for land and offshore drilling rigs. Prior to 1996, Mr. Krablin served as Senior Vice President and Chief Financial Officer of Enterra Corporation until its merger with Weatherford International. Since November 2004, Mr. Krablin has served as a director of Penn Virginia Corporation, an energy company engaged in the exploration, acquisition, development and production of crude oil and natural gas. Since August 2005, Mr. Krablin has also served as a director of Hornbeck Offshore Services, Inc., a provider of offshore vessels to the offshore oil and gas industry.

Composition of the Board of Directors after this Offering

Our board of directors currently consists of four directors. We expect to add an independent director prior to the effectiveness of the registration statement of which this prospectus is a part, another independent director within three months after the first date the registration statement is declared effective and one additional independent director to our board within twelve months after the registration statement is declared effective.

Depending on the size of this offering, we may be a “controlled company” under the Nasdaq corporate governance requirements if First Reserve and its affiliates continue to own more than 50% of our common stock after the completion of this offering. As a result, we would be eligible for exemptions from provisions of

these rules requiring a majority of independent directors and requiring the compensation of officers and director nominees to be determined or recommended to the board of directors by a majority of the independent directors or by a compensation or nominations committee, respectively, each composed solely of independent directors. If available, we intend to take advantage of these exemptions. In the event that we are not, or cease to be, a controlled company within the meaning of these rules, we will be required to comply with these provisions within the transition periods specified in the Nasdaq corporate governance requirements.

Board Committees

Our board of directors currently has an audit committee and a compensation committee. In connection with this offering, we intend to establish a nominations and corporate governance committee.

Audit Committee

Our audit committee consists of Ben A. Guill, Kenneth W. Moore and Timothy H. Day, who is currently the chairman. Upon completion of this offering Steven W. Krablin will be a member of the audit committee. We expect that our audit committee will be comprised of three independent directors within the transition periods specified in Rule 10A-3 under the Exchange Act. Following this offering, the audit committee will be required to have at least one member who qualifies as an audit committee “financial expert” as such term is defined in Item 401(h) of Regulation S-K. The audit committee is governed by a written charter which will be reviewed, and amended if necessary, on an annual basis. The audit committee’s responsibilities include (1) appointing, retaining, compensating, evaluating and terminating our independent auditors and approving in advance any audit or non-audit engagement or relationship between us and such auditor, (2) approving the overall scope of the audit, (3) assisting the board in monitoring the integrity of our financial statements, the independent accountant’s qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements, (4) annually reviewing an independent auditors’ report describing the auditing firms’ internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent auditors, (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and the independent auditor, (9) reviewing with the independent auditor any audit problems or difficulties and managements’ response, (10) setting clear hiring policies for employees or former employees of the independent auditors, (11) annually reviewing the adequacy of the audit committee’s written charter, (12) reviewing with management any legal matters that may have a material impact on us and our financial statements and (13) reporting regularly to the full board of directors.

Prior to consummation of this offering, the audit committee will approve and adopt a Code of Ethical Business Conduct for all employees and an additional Officer Code of Ethics for all of our executives and financial officers, copies of which will be available at no cost upon written request by our stockholders.

Compensation Committee

Our current compensation committee consists of Ben A. Guill, Kenneth W. Moore and Timothy H. Day. Upon completion of this offering Steven W. Krablin will be a member of the compensation committee. The compensation committee is responsible for (1) reviewing key employee compensation policies, plans and programs, (2) reviewing and approving the compensation of our chief executive officer and other executive officers, (3) developing and recommending to the board of directors compensation for board members, (4) reviewing and approving employment contracts and other similar arrangements between us and our executive officers, (5) reviewing and consulting with the chief executive officer on the selection of officers and evaluation of executive performance and other related matters, (6) administration of stock plans and other incentive compensation plans, (7) overseeing compliance with any applicable compensation reporting requirements of the SEC, (8) approving the appointment and removal of trustees and investment managers for pension fund assets, (9) retaining consultants to advise the committee on executive compensation practices

and policies and (10) handling such other matters that are specifically delegated to the compensation committee by the board of directors from time to time.

Nominations and Corporate Governance Committee

The nominations and corporate governance committee will be established in connection with this offering and will be responsible for (1) developing, recommending and reviewing the adequacy of the corporate governance principles applicable to us, (2) consulting with our audit committee and the board of directors regarding the adoption of a code of conduct applicable to all employees and directors when required by the rules of Nasdaq and adopting procedures for monitoring and enforcing compliance with such code of conduct, (3) reviewing our compliance with state and federal laws and regulations and with the Nasdaq corporate governance listing requirements, (4) making recommendations to the board of directors regarding the size and composition of the board of directors, (5) establishing criteria for the selection of new directors to serve on the board of directors and reviewing the appropriate skills and characteristics required of directors, (6) identifying, screening and recommending nominees to be proposed by us for election as directors at the annual meeting of shareholders, or to fill vacancies, (7) considering and reviewing the qualifications of any nominations of director candidates validly made by shareholders, (8) reviewing the committee structure of the board of directors and recommending directors to serve as members of each committee, (9) overseeing the annual evaluation of management, the board of directors, its members and committees and (10) establishing criteria for and leading the annual performance self-evaluation of the board of directors and each committee.

Director Compensation

None of our directors currently receives any additional compensation for serving as a director or as a member or chair of a committee of the board of directors. We expect to pay our non-employee directors an annual retainer of $32,000, payable in equal quarterly installments, and to annually grant each non-employee director restricted stock units covering a number of shares of common stock with a fair market value of $40,000 on the date of grant. The restricted stock units are expected to fully vest on the first anniversary of the date of grant or earlier, in the event of a change in control (as defined in the Amended and Restated 2005 Stock Incentive Plan) or the director ceasing to serve on the board due to death or Disability (as defined in the Amended and Restated 2005 Stock Incentive Plan). The restricted stock units are expected to be settled in shares of our common stock, the receipt of which may be deferred by each director for a period ranging from the first anniversary of the restricted stock unit vesting date to the tenth anniversary of the restricted stock unit vesting date, or, if elected, earlier upon separation of service from the board or a change in control, in both cases, to the extent permitted under Section 409A of the Internal Revenue Code. We expect to pay also to the chairperson of our audit committee an additional $8,000 annual retainer and to the chairpersons of our other board committees an additional $4,000 annual retainer, in each case in equal quarterly installments. Additionally, we expect to pay our non-employee directors a fee of $2,000 for board meetings attended in person (up to six meetings and $1,000 per meeting thereafter) and a fee of $1,000 for board meetings attended telephonically. In connection with meetings of the committees of our board of directors, we expect to pay our non-employee directors who attend committee meetings in person a fee of $1,000 per meeting and a fee of $500 per meeting for committee meetings attended telephonically. In addition, directors must accumulate investments of at least $100,000 in our common stock during their first 24 months on our board. Shares of our common stock issued upon settlement of restricted stock units will count towards the $100,000 requirement.

Executive Compensation


	*Summary Compensation Table*

The following summary compensation table sets forth information concerning compensation earned during the last three fiscal years by our chief executive officer and all other persons who served as executive officers during the last fiscal year. As of April 1, 2006, our executive officers included Messrs. Thomas and Biehl, in addition to Matthew J. Klaben, our Vice President, General Counsel and Secretary and James H.

Hoppel, our Chief Accounting Officer, Controller and Assistant Treasurer, and Mr. Lovett was no longer an executive officer.


												Long-Term
												Compensation
				Annual Compensation								Awards

												Number of
									Other Annual			Underlying			All Other
Name and Principal Position		Year		Salary		Bonus			Compensation(1)			Options			Compensation

Samuel F. Thomas(2)			2005	$	400,000	$	600,000		$	5,766,483	(3)		682,819	(4)	$	18,726	(5)
	Chief Executive Officer and		2004	$	400,000	$	600,000		$	435,123	(6)		203,701	(7)	$	19,595	(5)
	President		2003	$	92,307	$	94,338			—			—			—

Michael F. Biehl			2005	$	213,200	$	319,800		$	1,166,830	(3)		204,844	(4)	$	18,726	(5)
	Executive Vice President,		2004	$	205,000	$	374,167	(8)		—			28,000	(7)	$	14,536	(5)
	Chief Financial Officer and		2003	$	200,000			(8)		—			—		$	14,077	(5)
	Treasurer

Charles R. Lovett			2005	$	173,349	$	260,024		$	916,205	(3)		68,284	(4)	$	15,471	(5)
	Vice President —		2004	$	168,300	$	307,450	(8)		—			23,000	(7)	$	5,100	(5)
	Manufacturing		2003	$	165,000			(8)		—			—		$	4,950	(5)


(1)	No person listed in the table received personal benefits or perquisites in excess of the lesser of $50,000 or 10% of his aggregate salary and bonus. Messrs. Thomas and Biehl received automobile allowances of $1,846 and $6,923 in 2005, respectively, and Mr. Biehl received the use of a company car in 2003, 2004 and part of 2005.

(2)	Mr. Thomas became Chief Executive Officer on October 6, 2003.

(3)	These amounts reflect the payments made by us in connection with the Acquisition related to the cancellation of stock options (or portions of stock options) held by the named individuals before the Acquisition.


(4)	These options were granted on November 23, 2005 pursuant to the terms of our Amended and Restated 2005 Stock Incentive Plan. The following portions of these options vest annually in equal installments over five years based on continued service: Mr. Thomas 240,993; Mr. Biehl, 72,298; and Mr. Lovett, 24,099. The following portions of these options vest based on performance, measured by reference to First Reserve’s net return on its investment in us: Mr. Thomas, 441,825; Mr. Biehl, 132,546; and Mr. Lovett, 44,185.


(5)	Represents amounts contributed by us to the listed person’s personal account under the Chart Industries, Inc. 401(k) Investment and Savings Plan.

(6)	On February 26, 2004, Mr. Thomas purchased from us 28,797 shares of common stock at a price of $13.89 per share. Such number of shares and price have not been adjusted for the 4.6263-for-one stock split. The amount listed as “Other Annual Compensation” for Mr. Thomas for 2004 is equal to the product of the total number of shares purchased and the difference between the price paid to us and the closing price of $29.00 per share of Reorganized Company common stock in the over-the -counter-market on February 26, 2004.

(7)	These options were granted on March 19, 2004 pursuant to the terms of our 2004 Stock Option and Incentive Plan and have not been adjusted for the 4.6263-for-one stock split. A portion of these options were cancelled in the Acquisition in exchange for the payments describe in footnote (3) above. The remainder of these options were converted into options to acquire 437,646, 24,505 and 24,154 shares as adjusted for the 4.6263-for-one stock split for Messrs. Thomas, Biehl and Lovett, respectively.

(8)	Of the amounts listed for 2004, $307,500 and $252,450 represent year-end cash bonuses paid to Mr. Biehl and Mr. Lovett, respectively, for our 2004 fiscal year. The balance of the amounts listed for 2004, $66,667 for Mr. Biehl and $55,000 for Mr. Lovett, represent retention incentives that were paid in March 2004 in lieu of any other cash bonuses for 2003. These retention incentives were paid under retention agreements

entered into in 2003 with Mr. Biehl and Mr. Lovett, which required these officers to remain employed with the company through February 29, 2004 as a condition to payment.


	*Stock Options*

The following table sets forth information concerning the grant of stock options to our chief executive officer and all other executive officers during the last fiscal year.


		Individual Grants

					Percent of								Potential Realizable Value
		Number of			Total								at Assumed Annual Rates
		Securities			Options								of Stock Price
		Underlying			Granted to			Exercise					Appreciation for Option
		Options			Employees			or Base					Term
		Granted			in Fiscal			Price		Expiration
Name		(#)			Year			($/Sh)		Date			5% ($)			10% ($)

Samuel F. Thomas			682,819	(1)		31.0	%	$	6.41		11/23/15	(2)	$	11,194,495	(3)	$	20,417,926	(3)
	Chief Executive Officer and President
Michael F. Biehl			204,844	(1)		9.3	%	$	6.41		11/23/15	(2)	$	3,358,315	(3)	$	6,125,318	(3)
	Executive Vice President, Chief Financial Officer and Treasurer
Charles R. Lovett			68,284	(1)		3.1	%	$	6.41		11/23/15	(2)	$	1,119,483	(3)	$	2,041,853	(3)
	Vice President — Manufacturing



(1)	These options were granted on November 23, 2005 at an exercise price of $6.41 pursuant to the terms of our Amended and Restated 2005 Stock Incentive Plan. The following portions of these options vest annually in equal installments over five years based on continued service: Mr. Thomas, 240,993; Mr. Biehl, 72,298; and Mr. Lovett, 24,099. The following portions of these options vest based on performance, measured by reference to First Reserve’s net return on its investment in us: Mr. Thomas, 441,825; Mr. Biehl, 132,546; and Mr. Lovett, 44,185. See “—Amended and Restated 2005 Stock Incentive Plan.”


(2)	The portion of these options that vests based on performance, as described in footnote (1), may terminate earlier than this date to the extent the performance measure is not satisfied at such time that First Reserve may cease to have any ownership interest in us.


(3)	The potential realized values are net of exercise price but do not take into account the payment of taxes associated with exercise. The amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term based on assumed annual rates of compound share price appreciation from the date of this prospectus of 5% and 10% based on $14.00 per share, the fair market value on the date of grant. The 5% and 10% assumed annual rates of compounded share price appreciation are mandated by rules of the SEC and do not represent our estimate or projection of our future common share prices. Actual gains, if any, on stock option exercises are dependent on the future performance of our common shares and overall stock market conditions and the option holders’ continued service with us.

Since December 31, 2005, we have granted options covering 270,399 shares of our common stock under the Amended and Restated 2005 Stock Incentive Plan to 26 employees at an exercise price of $11.98 per share.

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	*Exercise of Options*

The following table sets forth information concerning the exercise of stock options during 2005 by each of our chief executive officer and all other executive officers and the 2005 year-end value of unexercised options.

Number of Securities

Value of Unexercised

Underlying Unexercised

In-the-Money Options at

Shares

Options at

Fiscal Year-End

Acquired on

Value

Fiscal Year-End (#)

($)(1)(2)

Name

Exercise (#)

Realized($)

Exercisable/Unexercisable(1)

Exercisable/Unexercisable

Samuel F. Thomas

—

437,646/682,819(3)

$7,221,159/$9,279,510

Chief Executive Officer and President

Michael F. Biehl

—

24,505/204,844(3)

$404,333/$2,783,830

Executive Vice President, Chief Financial Officer and Treasurer

Charles R. Lovett

—

20,124/72,313(3)

$332,046/$994,458(4)

Vice President —Manufacturing



(1)	Since December 31, 2005, Mr. Thomas, Mr. Biehl and Mr. Lovett have exercised their respective options to acquire 437,646, 24,505 and 24,154 shares, which have been adjusted by the 4.6263-for-one stock split, respectively, of our common stock for $3.50 per share. Messrs. Thomas, Biehl and Lovett will receive the pro-rata dividends to which they are entitled as stockholders of these shares, as described under the caption “Dividend Policy,” and the value of those dividends has not been included in the calculation of the value of the related options that have been exercised.


(2)	There was no public trading market for our common stock as of December 31, 2005. The value of unexercised in-the -money options is based on the assumed initial public offering price of $20.00 per share.

(3)	For Messrs. Thomas and Biehl, represents underlying shares as adjusted by the 10.1088-for-one adjustment. For Mr. Lovett, represents an option to purchase 871 shares (which has been exercised before the date of this prospectus) adjusted by the 4.6263-for-one stock split and an option to purchase 6,755 shares adjusted by the 10.1088-for-one adjustment.


(4)	Represents the exercise of the option to purchase 4,029 shares at an exercise price of $3.50 per share and the exercise of the option to purchase 68,284 shares at an exercise price of $6.41 per share.

Pension Plan Information

The Chart Retirement Income Plan was frozen as of December 31, 2004. Therefore, no future service or earnings will be considered in the calculation of the “normal retirement benefit” (as defined therein) payable from the plan. Mr. Lovett’s annual benefit payable at his “normal retirement date” (as defined therein) is $4,850.88. This amount was calculated using his final average earnings and credited service at December 31, 2004.

Amended and Restated 2005 Stock Incentive Plan

The following is a description of the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan, which we refer to as the Plan. The Plan has been filed as an exhibit to the registration statement of which this prospectus forms a part. We initially adopted the Plan effective November 23, 2005 and intend to adopt the amended and restated Plan prior to the completion of this offering. We anticipate that the Plan will be approved by our stockholders prior to the completion of this offering.

The Plan provides for the grant of options that are not incentive stock options, stock appreciation rights, which we refer to as SARs, restricted stock, restricted stock units, and other stock-based grants, including the shares of our common stock sold to our non-employee directors, executive officers, other key employees and consultants.

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Prior to the completion of this offering there will be 3,421,030 shares of common stock reserved for issuance under the Plan. Awards may, in the discretion of the board of directors or any person or persons designated by the board of directors to administer the plan, which we refer to as the committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by us or an affiliate or a company acquired by us or with which we combine. The number of shares underlying such substitute awards shall be counted against the aggregate number of shares available for awards under the Plan. The number or kind of shares issued or reserved for issuance pursuant to the Plan or pursuant to outstanding awards, the exercise price of any award or any other affected term of an award shall be adjusted by our board of directors on account of mergers, consolidations, reorganizations, stock splits, extraordinary dividends or other dilutive changes in the shares of common stock. Shares of common stock covered by awards that terminate or lapse without the issuance of shares will again be available for grant under the Plan.

The Plan is administered by our board of directors, which may delegate its duties and powers in whole or in part to any committee thereof. The board has the full power and authority to establish the terms and conditions of any award consistent with the provisions of the Plan and to waive any such terms and conditions at any time. The board also has the authority to grant awards under the Plan. The board is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The board is authorized to correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the board deems necessary or desirable.

Except with respect to substitute awards, the exercise price per share for options is equal to the fair market value on the applicable date of grant. An option holder may exercise an option by written notice and payment of the exercise price (i) in cash, (ii) to the extent permitted by the board, by the surrender of a number of shares of common stock already owned by the option holder for at least six months (or such other period as established from time to time by the board to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) in a combination of cash and shares of common stock (as qualified by clause (ii)), (iv) through the delivery of irrevocable instructions to a broker to sell share obtained upon the exercise of the option and deliver to us an amount equal to the exercise price for the shares of common stock being purchased or (v) through such cashless exercise procedures as the board may permit. Option holders who are subject to the withholding of federal and state income tax as a result of exercising an option may satisfy the income tax withholding obligation through the withholding of a portion of the shares of common stock to be received upon exercise of the option.

As of the date of this prospectus, we have granted under the Plan certain options as non-qualified stock options, which have been granted as follows: approximately 35% vest and become exercisable over the passage of time, which we refer to as “time options,” assuming the holder thereof continues to be employed by us, and the remaining portion vests and becomes exercisable based upon the achievement of certain performance targets, which we refer to as “performance options.” Time options generally become exercisable by the holder of the option in installments of 20% on each of the first five anniversaries of the grant date. Performance options generally become exercisable based upon the “Fund X Net Return,” which is the amount received by First Reserve in cash (and/or in-kind based upon the fair market value of securities or other property received by First Reserve) in respect of its investment in us divided by the aggregate amount of the investment by First Reserve in us, which we refer to as the Fund X Investment.

Immediately prior to a change in control of us (as defined in the Plan), the exercisability of the time options will automatically accelerate with respect to 100% of the shares of our common stock subject to the time options. In addition, subject to the holder of the option’s continued employment, in the event First Reserve sells 100% of its interest in us to a third party prior to October 17, 2008 and, as a result of such sale, the Fund X Net Return is less than 2.50 times the Fund X Investment, but an internal rate of return of greater than 30% is realized, the performance option will accelerate with respect to 45% of the shares of our common stock subject to the performance option.

The board may grant SARs independent of or in connection with an option. The exercise price per share of a SAR shall be an amount determined by the board, but in no event shall such amount be less than the

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greater of (i) the fair market value of a share on the date the SAR is granted or, in the case of a SAR granted in conjunction with an option, or a portion thereof, the exercise price of the related option and (ii) the minimum amount permitted by applicable laws, rules, by-laws or policies of regulatory authorities or stock exchanges. Each SAR granted independent of an option shall entitle a participant upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share over (B) the exercise price per share, times (ii) the number of shares covered by the SAR. Each SAR granted in conjunction with an option, or a portion thereof, shall entitle a participant to surrender to us the unexercised option, or any portion thereof, and to receive from us in exchange therefor an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share over (B) the exercise price per share, times (ii) the number of shares covered by the option, or portion thereof, which is surrendered. Payment shall be made in shares of common stock or in cash, or partly in shares of common stock and partly in cash, all as shall be determined by the board.

The board may grant awards of shares of common stock, restricted stock, restricted stock units and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares. Such awards will be subject to the terms and conditions established by the board.

Unless otherwise determined by the board, awards granted under the Plan are not transferable other than by will or by the laws of descent and distribution.

No award may be granted under the Plan after the tenth anniversary of the effective date of the Plan, but awards granted prior to such date may extend beyond such tenth anniversary. In addition, other than in connection with certain permitted adjustments, neither the exercise price of an option nor the exercise price of a SAR may be reduced after the date of grant.

The board of directors may amend, alter or discontinue the Plan in any respect at any time, but no amendment, alteration or discontinuance may diminish any of the rights of a participant under any awards previously granted, without his or her consent.

2004 Stock Option and Incentive Plan

The following is a description of the Chart Industries, Inc. 2004 Stock Option and Incentive Plan, which we refer to as the 2004 Plan. The 2004 Plan has been filed as an exhibit to the registration statement of which this prospectus forms a part. We adopted the 2004 Plan effective February 12, 2004. We anticipate that the 2004 Plan will be approved by our stockholders prior to the completion of this offering.

The 2004 Plan permits the grant of nonqualified stock options to our and our affiliates’ employees. A maximum of 494,703 (this number has not been adjusted for the 4.6263-for-one stock split) shares of common stock may be subject to awards under the 2004 Plan. The number of shares of common stock issued or reserved pursuant to the 2004 Plan, or pursuant to outstanding awards, is subject to adjustment on account of mergers, consolidations, reorganizations, stock splits, stock dividends, extraordinary dividends and other dilutive changes in the shares of common stock. Shares of common stock covered by awards that expire, terminate or lapse will again be available for grant under the 2004 Plan. We do not intend to make any grants under the 2004 Plan following the completion of this offering.

The 2004 Plan is administered by our board of directors, which may delegate its duties and powers in whole or in part to any committee thereof. The board has the sole discretion to determine the employees to whom awards may be granted under the 2004 Plan and the manner in which such awards will vest. Options will be granted by the board to employees in such numbers and at such times during the term of the 2004 Plan as the board shall determine. The board is authorized to interpret the 2004 Plan, to establish, amend and rescind any rules and regulations relating to the 2004 Plan.

The board shall determine the exercise price for each option. An option holder may exercise an option by written notice and payment of the exercise price (1) in cash, (2) by the surrender of a number of shares of common stock already owned by the option holder, (3) by surrender of all or part of an award or (4) in a combination of the foregoing methods. The board may also prescribe any other method of paying the exercise price that it determines is consistent with applicable law and the purpose of the 2004 Plan. The board in its

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discretion may permit option holders who are subject to the withholding of federal and state income tax as a result of exercising an option to satisfy the income tax withholding obligation through the withholding of a portion of the shares of common stock to be received upon exercise of the option.

Unless otherwise determined by the board, awards granted under the 2004 Plan are not transferable other than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

Prior to the consummation of this offering, the options under the 2004 Plan were fully vested and exercised and no options remain outstanding under the 2004 Plan.

Our board of directors may amend, alter or discontinue the 2004 Plan in any respect at any time, but no amendment, alteration or discontinuance may impair any of the rights of a participant under any awards previously granted, without his or her consent.

2006 Chart Executive Incentive Compensation Plan

The following is a description of the 2006 Chart Executive Incentive Compensation Plan, which we refer to as the 2006 Bonus Plan. The 2006 Bonus Plan has been filed as an exhibit to the registration statement of which this prospectus forms a part. We adopted the 2006 Bonus Plan effective March 1, 2006. We anticipate that the 2006 Bonus Plan will be approved by our stockholders prior to the completion of this offering.

Employees who served or serve as executive officers in 2005 or 2006 and are selected by the compensation committee of our board of directors to participate are eligible to receive a bonus under the 2006 Bonus Plan. The 2006 Bonus Plan is designed to provide our executive officers with incentive compensation based upon the achievement of pre-established performance goals. The purpose of the 2006 Bonus Plan is to attract, retain, motivate and reward participants by providing them with the opportunity to earn competitive compensation directly linked to our performance.

The 2006 Bonus Plan is administered by the compensation committee of our board of directors. The 2006 Bonus Plan provides for the payment of incentive bonuses, in the form of cash. If our performance relative to the 2006 Bonus Plan’s targets exceeds threshold amounts, participants may earn a bonus of up to a pre-determined percentage of the participant’s base salary, ranging from 90% to 165% of the participant’s base salary at maximum performance levels. Actual performance below the minimum performance threshold for a performance objective will result in no payment based on that objective.

The compensation committee of the board has established the performance targets under the 2006 Bonus Plan. The material targets under the 2006 Bonus Plan include working capital and EBITDA targets. The performance period under the plan is our fiscal year.

Following the end of the fiscal year, the compensation committee of the board will determine (i) whether and to what extent any of the performance objectives established have been satisfied, and (ii) for each participant employed as of the last day of the fiscal year, the actual bonus to which such participant shall be entitled, taking into consideration the extent to which the performance objectives have been met.

Employees on a leave of absence as of the last day of the fiscal year are not eligible for payment under the plan unless and until they return to active status. In addition, in certain circumstances bonus amounts are pro-rated.

Payment of any bonus amount will be made to participants before March 15, 2007.

Incentive Compensation Plan

The following is a description of the Chart Industries, Inc. Incentive Compensation Plan, which we refer to as the Incentive Compensation Plan. We intend to adopt the Incentive Compensation Plan prior to the completion of this offering. We anticipate that the Incentive Compensation Plan will be approved by our stockholders prior to the completion of this offering. A copy of the Incentive Compensation Plan has been filed as an exhibit to the registration statement of which this prospectus forms a part.

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Purpose. The Incentive Compensation Plan is a bonus plan designed to provide certain employees of the Company and its affiliates with Incentive Compensation based upon the achievement of pre-established performance goals. The purpose of the Incentive Compensation Plan is to attract, retain, motivate and reward participants by providing them with the opportunity to earn competitive compensation directly linked to our performance.

Administration. The Incentive Compensation Plan is administered by the compensation committee of our board of directors. The committee may delegate its authority under the Incentive Compensation Plan.

Eligibility; Awards. Awards may be granted to officers and key employees of the Company and its affiliates in the sole discretion of the committee. The Incentive Compensation Plan provides for the payment of incentive bonuses in the form of cash.

Performance Goals. The committee establishes the performance periods over which performance objectives will be measured. A performance period may be for a fiscal year or a multi-year cycle, as determined by the committee. No later than 90 days after each performance period begins, the committee will establish (1) the performance objective or objectives that must be satisfied for a participant to receive a bonus for such performance period, and (2) the target incentive bonus for each participant. Performance objectives will be based upon one or more of the following criteria, as determined by the committee: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization or earnings before taxes and interest); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on stockholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure or capital expenses; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) costs; (xv) liquidity or cash flow; (xvi) working capital and working capital metrics; (xvii) return on assets; (xviii) assets, debt or net debt, (xix) total return; (xx) customer satisfaction survey performance; (xxi) quality improvement performance; (xxii) manufacturing productivity performance and (xxiii) such other objective performance criteria as determined by the committee in its sole discretion. The foregoing criteria may relate to us, one or more of our subsidiaries or one or more of our divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the committee shall determine. The committee may appropriately adjust any performance evaluation under a performance objective or objectives to reflect any of the following events that may occur during the performance period: (1) asset gains or losses; (2) litigation, claims, judgments or settlements; (3) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (4) accruals for reorganization and restructuring programs; and (5) any extraordinary, unusual, non-recurring or non-cash items.

As soon as practicable following the applicable performance period but in no event later than the date that is 75 days after the end of the taxable year in respect of which the applicable bonuses are payable, the committee will (x) determine (i) whether and to what extent any of the performance objectives established for such performance period have been satisfied, and (ii) for each participant employed as of the last day of the performance period for which the bonus is payable, the actual bonus to which such participant shall be entitled, taking into consideration the extent to which the performance objectives have been met and such other factors as the committee may deem appropriate and (y) within 75 days after the end of the taxable year in respect of which the applicable bonuses are payable, cause such bonus to be paid such participant. No participant may receive a bonus under the Incentive Compensation Plan, with respect to any fiscal year, in excess of $5 million. The committee has absolute discretion to reduce or eliminate the amount otherwise payable to any participant under the Incentive Compensation Plan and to establish rules or procedures that have the effect of limiting the amount payable to each participant to an amount that is less than the maximum amount otherwise authorized as that participant’s target incentive bonus, provided, however, that following the occurrence of a Change of Control of us (as defined in the Incentive Compensation Plan), the committee shall continue to have such right only in the event that a participant engages in misconduct or materially fails to fulfill his or her individual duties, in each case, as determined by the committee in its sole and absolute discretion.

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Change in Control. If there is a Change in Control, the committee, as constituted immediately prior to the Change in Control, shall determine promptly in its discretion whether the performance criteria have been met in the year in which the Change in Control occurs and for any completed performance period for which a determination under the plan has not been made. If the committee determines the criteria have been met, participants will receive their bonuses as soon as practicable, but in no event more than 30 days after such determination.

Termination of Employment. Unless a participant’s employment agreement otherwise provides, if a participant dies or becomes disabled prior to the last day of a performance period, the participant may receive an annual bonus equal to the bonus otherwise payable to the participant or, if determined by the committee, based upon actual company performance for the applicable performance period, pro-rated for the days of employment during the performance period. If a participant’s employment terminates for any reason other than due to death or disability prior to the last day of the performance period for which the bonus under the Incentive Compensation Plan is payable, such participant will not receive a bonus.

Payment of Awards. Payment of any bonus amount is made to participants as soon as practicable after the committee certifies that one or more of the applicable objectives has been attained, or, where the committee will reduce, eliminate or limit the bonus, as described above, the committee determines the amount of any such reduction; provided, however, that in no event will such payment be made later than the date that is 75 days after the end of the taxable year in respect of which the applicable bonuses are payable.

Amendment and Termination of Plan. Our board of directors or the committee may at any time amend, suspend, discontinue or terminate the Incentive Compensation Plan. Unless earlier terminated, the Incentive Compensation Plan will expire immediately prior to our first stockholder meeting in 2010 at which directors will be elected.

Employment Agreements


	*Samuel F. Thomas*

On November 23, 2005, we entered into an employment agreement with Samuel F. Thomas, pursuant to which Mr. Thomas serves as our Chief Executive Officer and President for a rolling term of three years. Under the agreement, Mr. Thomas is entitled to an annual base salary of $400,000 payable in regular installments in accordance with our usual payroll practices. Mr. Thomas is also eligible to earn an annual bonus award, for each full year during the term of his employment agreement, of up to 150% of his annual bonus target, which target for calendar year 2006 is $440,000 and may be increased in the sole discretion of our board of directors, based upon the achievement of annual performance targets established by our board. Mr. Thomas is also generally entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

If Mr. Thomas’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in his employment agreement), Mr. Thomas will be entitled to receive compensation and benefits that are earned but unpaid as of the date of termination and, subject to the execution and delivery of a release of claims against us, (i) base salary for three years, payable in installments and (ii) continued coverage under our group health plans for three years or, to the extent such coverage is not permissible under the terms of such plans, an amount equal to the premium subsidy we would have otherwise paid on Mr. Thomas’ behalf for such coverage.

Mr. Thomas is also subject to a covenant not to disclose confidential information during the employment term and at all times thereafter and covenants not to compete and not to solicit employees or customers during the employment term and for three years following termination of employment for any reason.


	*Michael F. Biehl*

On December 1, 2005, we entered into an employment agreement with Michael F. Biehl, pursuant to which Mr. Biehl serves as our Executive Vice President, Chief Financial Officer and Treasurer for a rolling term of two years. Under the agreement, Mr. Biehl is entitled to an annual base salary of $235,000 payable in

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regular installments in accordance with our usual payroll practices. Mr. Biehl is also eligible to earn an annual bonus award, for each full year during the term of his employment agreement, of up to 150% of his annual base salary, based upon the achievement of annual performance targets established by our board. Mr. Biehl is also generally entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

If Mr. Biehl’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in his employment agreement), Mr. Biehl will be entitled to receive the compensation and benefits that are earned but unpaid as of the date of termination and, subject to the execution and delivery of a release of claims against us, (i) base salary for two years, payable in installments and (ii) continued coverage under our group health plans for two years and, to the extent such coverage is not permissible under the terms of such plans, an amount equal to the premium subsidy we would have otherwise paid on Mr. Biehl’s behalf for such coverage.

Mr. Biehl is also subject to a covenant not to disclose confidential information during the employment term and at all times thereafter and covenants not to compete and not to solicit employees or customers during the term of his employment and for two years following termination of employment for any reason.


	*Matthew J. Klaben*

On March 29, 2006, we entered into an employment agreement with Matthew J. Klaben, pursuant to which Mr. Klaben serves as our Vice President and General Counsel for a rolling term of one year. Under the agreement, Mr. Klaben is entitled to an annual base salary of $193,000, payable in regular installments in accordance with our usual payroll practices. Mr. Klaben is also entitled to receive a one-time $25,000 signing bonus, which will be forfeited and repaid to the company if Mr. Klaben resigns without “good reason” (as such term is defined in his employment agreement) before March 29, 2007. In addition, Mr. Klaben is also eligible to earn an annual bonus award, for each full year during the term of his employment agreement, of up to 105% of his annual base salary, based upon the achievement of annual performance targets established by our board. Mr. Klaben is also generally entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

If Mr. Klaben’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to receive the compensation and benefits that are earned but unpaid as of the date of termination and, subject to the execution and delivery of a release of claims against us, (i) base salary for one year, payable in installments and (ii) continued coverage under our group health plans for one year and, to the extent such coverage is not permissible under the terms of such plans, an amount equal to the premium subsidy we would have otherwise paid on Mr. Klaben’s behalf for such coverage.

Mr. Klaben is also subject to a covenant not to disclose confidential information during his term of employment and at all times thereafter and covenants not to compete and not to solicit employees or customers during the term of his employment and for one year following termination of employment for any reason.


	*James H. Hoppel, Jr.*

On May 5, 2006, we entered into an employment agreement with James H. Hoppel, Jr. pursuant to which Mr. Hoppel serves as our Chief Accounting Officer, Controller and Assistant Treasurer for a rolling term of one year. Under the agreement, Mr. Hoppel is entitled to an annual base salary of $154,000, payable in regular installments in accordance with our usual payroll practices. Mr. Hoppel is also eligible to earn an annual bonus award for the 2006 fiscal year and each full year during the term of his employment agreement, of up to 90% of his annual base salary, based upon the achievement of annual performance targets established by our board. Mr. Hoppel is also generally entitled to participate in our employee benefit plans on the same terms as those benefits are generally made available to our other senior executives.

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If Mr. Hoppel’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to receive the compensation and benefits that are earned but unpaid as of the date of termination and, subject to the execution and delivery of a release of claims against us, (i) base salary for one year, payable in installments and (ii) continued coverage under our group health plans for one year and, to the extent such coverage is not permissible under the terms of such plans, an amount equal to the premium subsidy we would have otherwise paid on Mr. Hoppel’s behalf for such coverage.

Mr. Hoppel is also subject to a covenant not to disclose confidential information during the term of his employment and at all times thereafter and covenants not to compete and not to solicit employees or customers during the term of his employment and for one year following termination of employment for any reason.


	*Charles R. Lovett*

On December 1, 2005, we entered into an employment agreement with Charles R. Lovett pursuant to which Mr. Lovett serves as our Vice President—Manufacturing for a rolling term of one year. Under the agreement, Mr. Lovett is entitled to an annual base salary of $179,416, payable in regular installments in accordance with our usual payroll practices. Mr. Lovett is also eligible to earn an annual bonus award, for each full year during the term of his employment agreement, of up to 150% of his annual base salary, based upon the achievement of annual performance targets established by our board. Mr. Lovett is also generally entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

If Mr. Lovett’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in the employment agreement), he will be entitled to receive the compensation and benefits that are earned but unpaid as of the date of termination and, subject to the execution and delivery of a release of claims against us, (i) base salary for one year, payable in installments and (ii) continued coverage under our group health plans for one year and, to the extent such coverage is not permissible under the terms of such plans, an amount equal to the premium subsidy we would have otherwise paid on Mr. Lovett’s behalf for such coverage.

Mr. Lovett is also subject to a covenant not to disclose confidential information during his term of employment and at all times thereafter and covenants not to compete and not to solicit employees or customers during the term of his employment and for one year following termination of employment for any reason.

Management Equity

In connection with the Acquisition, the compensation committee elected to adjust, in accordance with the terms of our 2004 Stock Option and Incentive Plan and the merger agreement, a portion of certain then-outstanding stock options held by certain executive officers or members of senior management to represent options to acquire shares of our common stock after the Acquisition. All other then-outstanding stock options were cashed out pursuant to the merger agreement. All such rollover options were exercised in the second quarter of 2006 for $3.50 per share. All shares of common stock acquired upon the exercise of such rollover options are now subject to the terms of the management stockholder’s agreements. See “Certain Related Party Transactions.”

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PRINCIPAL STOCKHOLDERS

The following table and accompanying footnotes show information regarding the beneficial ownership of our common stock before and after this offering by:


	•	each person who is known by us to own beneficially more than 5% of our common stock;

	•	each member of our board of directors and each of our named executive officers; and

	•	all members of our board of directors and our executive officers as a group.

The number of shares and percentages of beneficial ownership before the offering set forth below are based on 11,213,049 shares of our common stock issued and outstanding as of May 22, 2006 and after giving effect to the 4.6263-for -one stock split we expect to effect immediately prior to the consummation of this offering. The number of shares and percentages of beneficial ownership after the offering are based on 25,588,049 shares of our common stock that will be issued and outstanding immediately after this offering, including 1,875,000 shares that will be dividended to our existing stockholders assuming no exercise of the underwriters’ over-allotment option.


					Shares Beneficially Owned Immediately
					After this Offering

	Shares Beneficially				Assuming the					Assuming the
	Owned Immediately				Underwriters’ Option is					Underwriters’ Option is
	Prior to this Offering				Not Exercised(1)					Exercised in Full

			Percent of				Percent of					Percent of
Name of Beneficial Holder	Number		Common		Number		Common			Number		Common

First Reserve Fund X, L.P(2)		10,603,192		94.6%		12,376,214		48.4	%		10,603,192		41.4	%
Samuel F. Thomas(3)		437,646		3.9%		510,827		2.0	%		437,646		1.7	%
Michael F. Biehl		24,505		*		28,602		*			24,505		*
Matthew J. Klaben		—		—		—		—			—		—
James H. Hoppel, Jr.		—		—		—		—			—		—
Charles R. Lovett		24,154		*		28,192		*			24,154		*
Ben A. Guill(4)		—		—		—		—			—		—
Kenneth W. Moore(4)		—		—		—		—			—		—
Timothy H. Day(4)		—		—		—		—			—		—
All directors and officers as a group (8 persons)		486,305		4.3%		567,621		2.2	%		486,305		1.9	%


(1)	We will grant the underwriters an option to purchase up to an additional shares in this offering. Immediately prior to the consummation of this offering, we will declare a stock dividend, the terms of which will require that shortly after the expiration of the underwriters’ over-allotment option (assuming the option is not exercised in full) we issue to our existing stockholders the number of shares equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the actual number of shares the underwriters purchase from us pursuant to that option.

(2)	94.6% of our common stock is owned by FR X Chart Holdings LLC, which in turn is 100% owned and managed by First Reserve Fund X, L.P., or Fund X. First Reserve GP X, L.P., or GP X, is the general partner of Fund X. First Reserve GP X, Inc., or GP X, Inc., is the general partner of GP X. First Reserve Corporation is the advisor to Fund X. The officers for GP X and GP X Inc. are William E. Macaulay, John A. Hill, Ben A. Guill, Thomas R. Denison, Cathleen M. Ellsworth, J.W.G. (Will) Honeybourne, Alex T. Krueger, Mark A. McComiskey, Kenneth W. Moore, Thomas J. Sikorski, Jennifer C. Zarrilli, Craig M. Jarchow, Timothy H. Day, Joseph Robert Edwards, J. Hardy Murchison, Catia Cesari, Glenn J. Payne, Kristin A. Custar, Rahman P. D’Argenio, Brian K. Lee, Bingfeng Leng, Timothy K. O’Keefe, Jeffrey K. Quake, Daniel S. Rice, Anne E. Gold, Valeria A. Thomason and Damien T.J. Harris, who are all employees of First Reserve. Decisions with respect to voting and investments are made by the Investment Committee of First Reserve, made up of a subset of these officers that includes the officers

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named above except for Ms. Thomason and Mr. Harris. With respect to investments held by these entities, decisions with respect to operations oversight are made by the subset of these officers that work most closely on a given investment, which includes Messrs. Macaulay, Guill, Moore and Day in the case of Chart Industries, Inc. The address of FR X Chart Holdings LLC, Fund X, GP X, GP X, Inc. and First Reserve Corporation is c/o First Reserve Corporation, One Lafayette Place, Greenwich, Connecticut 06830.



(3)	Shares beneficially owned by Mr. Thomas include 115,658 shares that were transferred to a trust of which Mr. Thomas is the grantor and the current beneficiary.



(4)	Mr. Guill is the President, a Managing Director and a member of the board of directors of First Reserve Corporation and GP X, Inc. Mr. Moore is a Managing Director of First Reserve Corporation and GP X, Inc. Mr. Day is a Director of First Reserve Corporation and GP X, Inc. Mr. Guill, Mr. Moore and Mr. Day all disclaim beneficial ownership of any shares of the issuer’s equity securities owned by such entities or their affiliates (including First Reserve Fund X, L.P.).


*	Less than 1%.

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CERTAIN RELATED PARTY TRANSACTIONS

Management Stockholder’s Agreements

We have entered into amended and restated management stockholder’s agreements, conditioned on the occurrence of this offering and effective as of April 1, 2006, with certain members of our management, including Messrs. Thomas, Biehl, Klaben, Hoppel and Lovett, which we refer to as the management stockholders, and FR X Chart Holdings LLC.

Tag-Along Rights. If FR X Chart Holdings LLC wishes to transfer shares of common stock other than pursuant to a registered offering, a transfer pursuant to Rule 144 under the Securities Act, a transfer with the approval of the members of the board not affiliated with FR X Chart Holdings LLC or a transfer by FR X Chart Holdings LLC to any of its affiliates or partners or our employees, then each management stockholder shall have the right to tag-along and participate, on a pro rata basis, in such transfer of common stock. The tag-along rights will terminate upon the date that FR X Chart Holdings LLC and its affiliates cease to be the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of at least 30% of our outstanding common stock.

“Piggyback” Registration Rights. Pursuant to and subject to the terms of the amended and restated management stockholder’s agreements, each management stockholder will have the opportunity to include in registered sales of our common stock (other than an initial public offering or relating to any employee benefit plan or corporate merger, acquisition or reorganization) and any shelf registration statement filed by us with respect to our common stock, all or any part of the “registrable securities” (as such term is defined in the amended and restated management stockholder’s agreements) then held by such management stockholder. We will pay all of the expenses associated with an offering of such shares. Underwriting discounts will be shared proportionately.

Stockholders Agreement

In connection with this offering, we and First Reserve or one of its affiliates intend to enter into a stockholders agreement pursuant to which First Reserve or its affiliates has the right to request us to register the sale of securities held by First Reserve, on their behalf and may require us to make available shelf registration statements permitting sales of securities into the market from time to time over an extended period. In addition, First Reserve has the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. After the consummation of this offering, First Reserve will own shares entitled to these registration rights.

In addition, pursuant to the terms of the stockholders agreement, after this offering, for so long as First Reserve continues to hold (1) less than 50% but at least 25% of our outstanding common stock, it shall have the right to designate three director nominees, (2) less than 25% but more than 10% of our outstanding common stock, it will have the right to designate two director nominees; and (3) 10% of our outstanding common stock, it will have the right to designate one director nominee. Once First Reserve holds less than 10% of our outstanding common stock, it will have no right to designate directors pursuant to the stockholders agreement. We have agreed that neither First Reserve nor any director, officer or employee of First Reserve who may serve as officer, director and/or employee of ours will be liable to us (i) by reason of any business decision or transaction undertaken by First Reserve which may be adverse to our interests, (ii) by reason of any activity undertaken by First Reserve or by any other person in which First Reserve may have an investment or other financial interest which is in competition with us or (iii) without limiting the effect of Section 144 of the Delaware General Corporation Law, by reason of any transaction with First Reserve, or any transaction in which First Reserve will have a financial interest, unless the party seeking to assert such liability proves, by clear and convincing evidence, that such transaction was not fair to us at the time it was authorized by the board of directors or a committee thereof.

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Warrant to Purchase our Shares

On November 23, 2005, we issued a warrant to FR X Chart Holdings LLC to purchase up to 2,651,012 shares of our common stock at a per share purchase price of $14.00 (subject to adjustment per the terms of the warrant). The warrant was exercised on a cash basis in May 2006 and we issued 2,651,012 shares to FR X Chart Holdings LLC under the warrant. See “Management— Management Equity.”

Legal Fees

On April 1, 2006, Matthew J. Klaben became our Vice President, General Counsel and Secretary. Prior to joining us in March 2006, Mr. Klaben was a partner with the law firm of Calfee, Halter & Griswold LLP. During 2005 and during the three months ended March 31, 2006, we paid $959,264 and $41,765, respectively, in legal fees and expenses to the law firm of Calfee, Halter & Griswold LLP for legal services rendered.

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DESCRIPTION OF INDEBTEDNESS

Senior Secured Credit Facility


	*Overview*

In connection with the Acquisition, we entered into a senior secured credit facility with Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as joint lead arranger and joint book manager, Morgan Stanley Senior Funding, Inc., as joint lead arranger, joint book manager and syndication agent and each lender party thereto. We have received the requisite consents and commitments from existing lenders and other financial institutions to amend the senior secured credit facility to increase the size of the revolving credit facility by $55.0 million to $115.0 million, remove certain restrictions on our ability to consummate this offering and on the use of proceeds as described in “Use of Proceeds” as well as make certain other amendments. Subject to the satisfaction of certain conditions, the amendment will be effective as of the date of the consummation of this offering. The description of our senior secured credit facility that follows gives effect to this amendment.

The senior secured credit facility provides senior secured financing of $295.0 million, consisting of:


	•	a $180.0 million term loan facility; and

	•	a $115.0 million revolving credit facility.

The term loan portion of our senior secured credit facility was fully funded on October 17, 2005 and we had approximately $35.1 million of borrowing capacity under the revolving portion of our senior secured credit facility at March 31, 2006, after giving effect to approximately $24.9 million of letters of credit and bank guarantees outstanding at that date. Since October 17, 2005, we have voluntarily prepaid $35.0 million in principal amount of the term loan facility.

Upon the occurrence of certain events, we may request an increase to the existing term loan facility and/or the existing revolving credit facility in an amount not to exceed $100.0 million, subject to receipt of commitments by existing lenders or other financial institutions reasonably acceptable to the administrative agent.

We are the borrower for the term loan facility and the revolving credit facility. The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as swingline loans.


	*Interest Rate and Fees*

Borrowings under the senior secured credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (1) the rate that the administrative agent announces from time to time as its base commercial lending rate, (2) the three month certificate of deposit rate plus 0.5% and (3) the federal funds rate plus 0.5% or (b) a LIBOR rate determined by the applicable screen rate or by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs.

The initial applicable margin for borrowings under the revolving credit facility is 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings. After we deliver our financial statements for the first fiscal quarter ending at least six months after the closing date, such applicable margin will be reduced to 1.25% and 2.25%, respectively if our leverage ratio is less than 5.0 to 1.0 but greater than or equal to 4.0 to 1.0, and to 1.00% and 2.00%, respectively if our leverage ratio is less than 4.0 to 1.0. The applicable margin for borrowings under the term loan facility is 1.00% with respect to base rate borrowings and 2.00% with respect to LIBOR borrowings.

In addition to paying interest on outstanding principal under the senior secured credit facility, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum (which fee will be reduced to 0.375% per annum if our leverage ratio is less than 4.0 to 1.0). We also have to pay letter of credit fees equal to the applicable margin then in effect with respect to LIBOR loans under the revolving credit facility on the aggregate undrawn amount of all letters of credit outstanding. We also have to pay to each bank issuing a letter of credit fees equal to 0.25% on the face amount of each letter of credit and other customary documentary and processing charges.

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	*Prepayments*

The senior secured credit facility requires us to prepay outstanding term loans, subject to certain exceptions, with:


	•	beginning in the year ending December 31, 2006, 75% (which percentage will be reduced to 50% if our leverage ratio is equal to or less than 4.75 and greater than 3.75 to 1.00, and to 25% if our leverage ratio is equal to or less than 3.75 to 1.00 and greater than 2.75 to 1.00, and to 0% if our leverage ratio is equal to or less than 2.75 to 1.00) of our annual excess cash flow;

	•	100% of the net cash proceeds in excess of an amount to be determined from non-ordinary course asset sales and casualty and condemnation events, if we do not reinvest or contract to reinvest those proceeds within 12 months and use such proceeds within 18 months of receipt, subject to certain limitations;

	•	100% of the net cash proceeds of any incurrence of debt, other than certain debt permitted under the senior secured credit facility; and

	•	100% of amounts in excess of an aggregate amount of $5.0 million in respect of certain claims arising out of the Acquisition, subject to certain exceptions.

The foregoing mandatory prepayments other than from excess cash flow will be applied first, to the next eight installments of the term loan facility and second, to the remaining installments of the term loan facility on a pro rata basis. Mandatory prepayments from excess cash flow and optional prepayments will be applied to the remaining installments of the term loan facility at our direction. Each lender has the right to decline any mandatory prepayment of its term loans in which case the amount of such prepayment will be retained by us.

We may voluntarily prepay outstanding loans under the senior secured credit facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.


	*Amortization*

We are required to repay installments on the loans under the term loan facility in quarterly principal amounts equal to 0.25% of their funded total principal amount for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the senior secured credit facility.

Principal amounts outstanding under the revolving credit facility will be due and payable in full at maturity, five years from the date of the closing of the senior secured credit facility.


	*Guarantee and Security*

All our obligations under the senior secured credit facility are unconditionally guaranteed by each of our existing and future domestic wholly-owned subsidiaries (subject to exceptions with respect to immaterial subsidiaries and with respect to any guaranty that could create materially adverse tax consequences) referred to, collectively, as “Domestic Guarantors.”

All our obligations under the senior secured credit facility and the guarantees of our obligations under the senior secured credit facility by the Domestic Guarantors are secured by substantially all our assets and the assets of each Domestic Guarantor, including, but not limited to, the following:


	•	subject to certain exceptions, a pledge of the capital stock of each direct and indirect domestic subsidiary owned by us or a Domestic Guarantor (other than subsidiaries substantially all of whose assets consist of stock in controlled foreign corporations) and 65% of the capital stock of each first tier foreign subsidiary owned by us or a Domestic Guarantor and of each first tier domestic subsidiary owned by us or a Domestic Guarantor substantially all of whose assets consist of stock in controlled foreign corporations; and

	•	subject to certain exceptions, a security interest in substantially all of the tangible and intangible assets owned by us and each Domestic Guarantor.

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	*Certain Covenants and Events of Default*

The senior secured credit facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of each of our subsidiaries to:


	•	sell assets;

	•	incur additional indebtedness;

	•	prepay, redeem or repurchase other indebtedness (including the notes);

	•	pay dividends and distributions or repurchase capital stock;

	•	create liens on assets;

	•	make investments, loans or advances;

	•	make capital expenditures;

	•	make certain acquisitions;

	•	engage in mergers or consolidations;

	•	engage in certain transactions with affiliates;

	•	amend certain material agreements governing indebtedness (including the notes);

	•	change the business conducted by us and our subsidiaries;

	•	enter into agreements that restrict dividends from subsidiaries;

	•	enter into sale and lease-back transactions; and

	•	enter into swap agreements.

In addition, the senior secured credit facility requires us to maintain the following financial covenants:


	•	a maximum consolidated net leverage ratio; and

	•	a minimum interest coverage ratio.

The senior secured credit facility also contains certain customary affirmative covenants and events of default.

As of March 31, 2006, we were in compliance in all material respects with all covenants and provisions contained under our senior secured credit facility.

Senior Subordinated Notes


	*General*

In October 2005, we issued 9 ¹ / 8 % senior subordinated notes that mature on October 15, 2015 in an aggregate principal amount of $170.0 million in a private transaction not subject to the registration requirements under the Securities Act. The net proceeds from that financing were used to finance the Acquisition and pay related fees and expenses.


	*Guarantees*

The notes are guaranteed, on a senior subordinated, unsecured basis, by each of our direct and indirect wholly-owned subsidiaries that were domestic subsidiaries on the issue date.


	*Ranking*

The notes are our general unsecured senior subordinated obligations that rank junior to our existing and future senior indebtedness, including obligations under the senior secured credit facility, equally in right of

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payment with all of our future senior subordinated debt and senior in right of payment to all of our future subordinated debt. They are effectively subordinated in right of payment to all of our existing and future secured debt to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of our subsidiaries that are not guarantors.


	*Optional Redemption*

At any time prior to October 15, 2008, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including any additional notes issued after the issue date) at a redemption price of 109.125% of the principal amount, plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings (such as this offering); provided that:


	(1) at least 65% of the aggregate principal amount of notes issued under the indenture (excluding notes held by us and our subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

	(2) the redemption occurs within 180 days of the date of the closing of such equity offering.

Except pursuant to the preceding paragraph or as otherwise set forth below, the notes will not be redeemable at our option prior to October 15, 2010. We are not, however, prohibited from acquiring the notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of the indenture.

On or after October 15, 2010, we may redeem all or a part of the notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the notes to be redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve month period beginning on October 15 of the years indicated below, subject to the rights of holders on the relevant record date to receive interest on the relevant interest payment date.


Year	Percentage

2010		104.563%
2011		103.042%
2012		101.521%
2013 and thereafter		100.000%

In addition, at any time prior to October 15, 2010, we may also redeem all or a part of the notes at a redemption price equal to 100% of the principal amount of notes to be redeemed, plus the applicable premium (an amount intended to approximate a “make-whole” price based on the price of a U.S. treasury security plus 50 basis points) as of, and accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date. Though the notes may be redeemed prior to October 15, 2010 in this way, because any “make-whole” premium would be prohibitively expensive, we do not expect to make a redemption pursuant to this provision of the indenture.


	*Change of Control*

In the event of a change of control, which is defined in the indenture governing the notes, each holder of the notes will have the right to require us to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.

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	*Covenants*

The indenture governing the notes contains certain covenants that, among other things, limit our ability and the ability of some of our subsidiaries to:


	•	incur additional debt or issue certain preferred shares;

	•	pay dividends on or make distributions in respect of our or any of our restricted subsidiaries’ capital stock or make other restricted payments;

	•	make certain investments;

	•	sell certain assets;

	•	create liens on certain debt without securing the notes;

	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

	•	enter into certain transactions with our affiliates; and

	•	designate our subsidiaries as unrestricted subsidiaries.


	*Events of Default*

The indenture governing the notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such notes to become or to be declared to be due and payable.

As of March 31, 2006 we were in compliance in all material respects with all covenants and provisions contained under the indenture governing the notes.


	*Exchange Offer*

We are obligated to use commercially reasonable efforts to register the notes under the Securities Act and consummate an exchange offer no later than August 14, 2006. If this requirement is not met, then the annual interest on the notes will increase by (1) 0.25 percentage points for the first 90 days following the end of such period and (2) 0.25 percentage points at the beginning of each subsequent 90 day period, up to a maximum of 1.0 percentage point until all such registration defaults are cured.

Chart Ferox Credit Facility

Chart Ferox, a.s., our majority-owned subsidiary located in the Czech Republic, currently maintains a secured revolving credit facility with borrowing capacity of up to $9.6 million, of which $4.4 million is available only for letters of credit and bank guarantees. At December 31, 2005, there was $0.8 million of borrowings outstanding under, and $1.5 million of bank guarantees supported by, the Ferox revolving credit facility. Ferox is the only borrower for this revolving credit facility.

Under the revolving credit facility, Ferox may make borrowings in Czech Koruna, Euros and U.S. dollars. Borrowings in Koruna are at PRIBOR, borrowings in Euros are at EURIBOR and borrowings in U.S. dollars are at LIBOR, each with a fixed margin of 0.6%. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75% on the face amount of each guarantee.

Ferox’s land and buildings secure $4.6 million, and Ferox’s account receivables secure $2.5 million, of this revolving credit facility.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect immediately prior to this offering. We refer you to the form of our amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Authorized Capitalization

Our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.01 per share, of which 11,213,049 shares were issued and outstanding immediately prior to this offering, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are currently issued and outstanding. Immediately following the completion of this offering, we will have 25,588,049 shares of common stock outstanding. Immediately following completion of the offering, there will be no shares of preferred stock outstanding.


	*Common Stock*

Voting Rights. Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock do not have cumulative voting rights in the election of directors.

Dividend Rights. Subject to the rights of the holders of any preferred stock that may be outstanding, holders of our common stock are entitled to receive equally and ratably, share for share dividends as may be declared by our board of directors out of funds legally available to pay dividends. Dividends upon our common stock may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property, or in shares of capital stock. Before payment of any dividend, there may be set aside out of any of our funds available for dividends, such sums as the board of directors deems proper as reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any of our property, or for any proper purpose, and the board of directors may modify or abolish any such reserve. The senior secured credit facility and the indenture governing the notes impose restrictions on our ability to declare dividends with respect to our common stock.

Liquidation Rights. Upon liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding preferred stock. Neither a sale of substantially all of the property and assets of the corporation nor a consolidation or merger of the corporation into another corporation shall be deemed a liquidation of the company.

Other Matters. The common stock has no preemptive or conversion rights and is not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock, including the common stock offered in this offering, are fully paid and non-assessable.


	*Preferred Stock*

Our amended and restated certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:


	•	the designation of the series;

	•	the number of shares of the series, which our board may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;

	•	whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

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	•	the dates at which dividends, if any, will be payable;

	•	the redemption rights and price or prices, if any, for shares of the series;

	•	the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

	•	the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company, or upon any distribution of assets of our company;

	•	whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

	•	the preferences and special rights, if any, of the series and the qualifications and restrictions, if any, of the series;

	•	the voting rights, if any, of the holders of the series; and

	•	such other rights, powers and preferences with respect to the series as our board of directors may deem advisable.

Anti-Takeover Effects of Certain Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, which are summarized in the following paragraphs, may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.


	*Removal of Directors; Vacancies*

Our amended and restated certificate of incorporation provides that (i) prior to the date on which First Reserve ceases to own at least 40% of the voting power of all shares of stock entitled to vote generally in the election of directors, directors may be removed for any reason upon the affirmative vote of holders of at least a majority of the voting power of all then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class and (ii) on and after the date on which First Reserve ceases to own at least 40% of the voting power of all shares of stock entitled to vote generally in the election of directors, directors may be removed with or without cause, at any time by the affirmative vote of holders of at least 75% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. In addition, our amended and restated bylaws also provide that any vacancies on our board of directors will be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum or by the sole remaining director.


	*No Cumulative Voting*

The Delaware General Corporation Law, or DGCL, provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation prohibits cumulative voting.


	*Calling of Special Meetings of Stockholders*

Our amended and restated certificate of incorporation and amended and restated bylaws provide that special meetings of our stockholders may be called at any time only by the chairman of the board of directors, the board of directors or a committee of the board which has been designated by the board of directors.

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	*Stockholder Action by Written Consent*

The DGCL permits stockholder action by written consent unless otherwise provided by our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation precludes stockholder action by written consent after the date on which First Reserve ceases to hold at least 40% in voting power of all shares entitled to vote generally in the election of our directors.


	*Advance Notice Requirements for Stockholder Proposals and Director Nominations*

Our amended and restated bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary.

Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 calendar days nor more than 120 calendar days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting or at such other time as specified in our amended and restated bylaws. Our amended and restated bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders.


	*Supermajority Provisions*

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote is required to amend a corporation’s certificate of incorporation or bylaws, unless the certificate of incorporation requires a greater percentage. Our amended and restated certificate of incorporation provides that the following provisions in our amended and restated certificate of incorporation and amended and restated bylaws may only be amended, altered, repealed or rescinded by a vote of at least 75% of the voting power of all of the outstanding shares of our stock entitled to vote generally in the election of directors:


	•	the removal of directors;

	•	the limitation of stockholder action by written consent;

	•	the ability to call a special meeting of stockholders being vested solely in our chairman of the board, our board of directors and any committee of the board of directors which has been designated by our board of directors;

	•	the advance notice requirements for stockholder proposals and director nominations; and

	•	the amendment provision requiring that the above provisions be amended only with a 75% supermajority vote.

In addition, our amended and restated certificate of incorporation grants our board of directors the authority to amend or repeal our bylaws without a stockholder vote in any manner not inconsistent with the laws of the State of Delaware or our amended and restated certificate of incorporation.


	*Limitations on Liability and Indemnification of Officers and Directors*

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director, except:


	•	for breach of duty of loyalty;

	•	for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

	•	under Section 174 of the DGCL (unlawful dividends); or

	•	for transactions from which the director derived improper personal benefit.

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Our amended and restated certificate of incorporation and amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL. We are also expressly authorized to, and do, carry directors’ and officers’ insurance providing coverage for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We have entered into indemnification agreements with each of our directors and officers providing for additional indemnification protection beyond that provided by the directors’ and officers’ liability insurance policy. In the indemnification agreements, we have agreed, subject to certain exceptions, to indemnify and hold harmless the director or officer to the maximum extent then authorized or permitted by the provisions of the amended and restated certificate of incorporation, the DGCL, or by any amendment(s) thereto.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.


	*Delaware Anti-takeover Statute*

We have opted out of Section 203 of the DGCL. Subject to specified exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder. “Business combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the “interested stockholder.” Subject to various exceptions, an “interested stockholder” is a person who together with his or her affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These restrictions generally prohibit or delay the accomplishment of mergers or other takeover or change-in -control attempts.

Transfer Agent and Registrar

National City Bank is the transfer agent and registrar for our common stock.

Listing

We have applied to have our common stock approved for quotation on the Nasdaq National Market under the symbol “GTLS.”

Authorized but Unissued Capital Stock

The DGCL does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply so long as our common stock is listed on the Nasdaq National Market, require stockholder approval of certain issuances (other than a public offering) equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock, as well as for certain issuances of stock in compensatory transactions. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. One of the effects of the existence of unissued and unreserved common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been any public market for our common stock, and we cannot predict what effect, if any, market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock. Nevertheless, sales of substantial amounts of common stock in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

Upon the closing of this offering, we will have outstanding an aggregate of approximately 25.6 million shares of common stock, including 1,875,000 shares that will be issued upon the exercise of the underwriters’ over-allotment option or otherwise dividended to our existing stockholders. Of the outstanding shares, the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our “affiliates,” as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described below. The remaining outstanding shares of common stock will be deemed “restricted securities” as that term is defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144, 144(k) or Rule 701 under the Securities Act, which are summarized below.

Under our stockholders agreement and management stockholder’s agreements, we may be required to register the sale of our shares held by First Reserve and certain management stockholders. First Reserve and certain management stockholders will have the ability to exercise certain registration rights in connection with registered offerings initiated by us or requested by First Reserve. Immediately after this offering, and assuming the underwriters’ over-allotment option is exercised in full, First Reserve and management will own 10,603,192 shares and 609,857 shares, respectively, entitled to these registration rights. See “Certain Related Party Transactions.”

Rule 144

Subject to the lock-up agreements described below and the volume limitations and other conditions under Rule 144, additional shares of our common stock will be available for sale in the public market pursuant to exemptions from registration requirements as follows:


Number of Shares		Date

7,952,180		After days from the date of this prospectus (subject to volume limitations and other conditions under Rule 144 and to the lock-up agreements described below)
2,651,012		After days from the date of this prospectus (subject to volume limitations and other conditions under Rule 144 and to the lock-up agreements described below)

In general, under Rule 144 as currently in effect, a person (or persons whose shares are required to be aggregated), including an affiliate, who has beneficially owned shares of our common stock for at least one year is entitled to sell in any three-month period a number of shares that does not exceed the greater of:


	•	1% of the then-outstanding shares of common stock; and

	•	the average weekly reported volume of trading in the common stock on the Nasdaq National Market during the four calendar weeks preceding the date on which notice of sale is filed, subject to restrictions.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

In addition, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years, would be

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entitled to sell those shares under Rule 144(k) without regard to the manner of sale, public information, volume limitation or notice requirements of Rule 144. To the extent that our affiliates sell their shares, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, any of our employees, consultants or advisors who purchases shares of our common stock from us pursuant to options granted prior to the completion of this offering under our existing stock option plans or other written agreement is eligible to resell those shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. The 609,857 shares that will be held by management immediately after this offering will be eligible for resale 90 days from the date of this prospectus.

Lock-Up Agreements

In connection with this offering, we, our executive offices, directors and existing stockholders have agreed with the underwriters, subject to certain exceptions, not to sell, dispose of or hedge any of our common stock or securities convertible into or exchangeable for shares of common stock, during the period ending 180 days after the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and UBS Securities LLC. See “Underwriting.”

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MATERIAL UNITED STATES FEDERAL INCOME AND

ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of material United States federal income and estate tax consequences of the purchase, ownership and disposition of our common stock as of the date hereof. Except where noted, this summary deals only with common stock that is held as a capital asset by a non-U.S. holder.

A “non-U.S. holder” means a beneficial owner of our common stock (other than an entity that is treated as a partnership for United States federal income tax purposes) that is not for United States federal income tax purposes any of the following:


	•	an individual citizen or resident of the United States;

	•	a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	•	an estate the income of which is subject to United States federal income taxation regardless of its source; or

	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, it does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for United States federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of the common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Dividends

Dividends paid to a non-U.S. holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, where a tax treaty applies, are attributable to a United States permanent establishment (or, for an individual, a fixed base) of the non-U.S. holder) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are generally subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

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A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete Internal Revenue Service Form W-8BEN (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service.

Gain on Disposition of Common Stock

Any gain realized on the disposition of our common stock generally will not be subject to United States federal income or withholding tax unless:


	•	the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment (or, for an individual, a fixed base) of the non-U.S. holder);

	•	the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

	•	we are or have been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition and the non-U.S. holder’s holding period for our common stock.

An individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

We believe we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.

Federal Estate Tax

Common stock held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise.

Information Reporting and Backup Withholding

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual

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knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, each of the underwriters named below have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated in the table below. Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and UBS Securities LLC are acting as book-running managers and as representatives of the underwriters named below.


Underwriters		Number of Shares

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
Natexis Bleichroeder Inc.
Simmons & Company International
Howard Weil Incorporated

	Total		12,500,000

The underwriters are offering the common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ a share under the public offering price. Any underwriter may allow, and such dealer may reallow, a concession not in excess of $ a share to other underwriters or to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of 1,875,000 additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to specified conditions, to purchase approximately the same percentage of additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table. If the underwriters’ option is exercised in full, the total price to the public would be $ , the total underwriters’ discounts and commissions would be $ , and total proceeds to us would be $ .

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise by the underwriters of their over-allotment option.


Paid by Chart Industries, Inc.	No Exercise	Full Exercise

Per Share
Total

The expenses of this offering payable by us, not including the underwriting discounts and commissions, are estimated at $2.4 million.

The underwriters have informed us that they do not intend sales to accounts over which any such underwriter exercises discretionary authority to exceed five percent of the total number of shares of common stock offered by them.

We have applied to have our common stock approved for quotation on the Nasdaq National Market under the symbol “GTLS.”

127

We, our executive officers, directors and existing stockholders have agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and UBS Securities LLC on behalf of the underwriters, none of us will, during the period ending 180 days after the date of this prospectus:


	•	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 or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or file any registration statement under the Securities Act of 1933 (other than a registration statement on Form S-8) with respect to the foregoing; or

	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;

whether any transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise.

The restrictions described in the previous paragraph do not apply to:


	•	the sale of shares to the underwriters pursuant to the underwriting agreement;

	•	the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;

	•	grants, issuances, or exercises under our existing employee benefits plans;

	•	the issuance of common stock in connection with the acquisition of, or joint venture with, another company, provided that the recipient agrees to be bound by the restrictions described in the previous paragraph;

	•	transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;

	•	transfers by any person other than us of shares of common stock or any security convertible, exchangeable for or exercisable into common stock as a bona fide gift or gifts as a result of operation of law or testate or in testate succession, provided that such transferee agrees to be bound by the restrictions described in the previous paragraph;

	•	transfers by any person other than us to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly, or indirectly by such person or such person’s spouse or children, provided that such transferee agrees to be bound by the restrictions described in the previous paragraph; or

	•	distributions by any person other than us of shares of common stock or any security convertible, exchangeable for or exercisable into common stock to limited partners or stockholders of such person, provided that such distributee agrees to be bound by the restrictions described in the previous paragraph.

At our request, the underwriters will reserve for sale, at the initial public offering price, up to 5% of the shares offered in this prospectus for our directors, officers, employees, business associates and related persons. The number of shares of common stock available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares which are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered in this prospectus.

Prior to this offering, there has been no public market for the common stock. The initial public offering price was negotiated between us and the representatives of the underwriters. The factors considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, our business prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses, and the price-earnings ratios, market prices of securities and other quantitative and qualitative data relating to such businesses. The estimated initial public offering price range set forth on the cover page of this prospectus is subject to change as a result of market conditions and other factors.

In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position.

128

A short sale is “covered” if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a “naked” short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, common stock in the open market to stabilize the price of the common stock. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing common stock in the offering, if the syndicate repurchases previously distributed common stock to cover syndicate short positions, or to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of our common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares of common stock sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq National Market, in the over-the -counter market or otherwise.

A prospectus in electronic format may be made available by one or more of the underwriters. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

From time to time, some of the underwriters and their affiliates have provided, and may continue to provide, investment banking, commercial banking and capital raising services to us and our affiliates for fees and commissions that we believe are customary. Morgan Stanley Senior Funding, Inc. acts as joint lead arranger, joint book manager and syndication agent and Natexis Banques Populaires acts as co-documentation agent and are lenders under our senior secured credit facility. UBS Securities LLC acted as our financial advisor in connection with the Acquisition.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

129

VALIDITY OF THE SHARES

The validity of the issuance of the shares of common stock to be sold in this offering will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Shearman & Sterling LLP, New York, New York will act as counsel to the underwriters. Shearman & Sterling LLP represents First Reserve on other matters.

EXPERTS

The accompanying consolidated balance sheets of Chart Industries, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for the period from October 17, 2005 through December 31, 2005, the period from January 1, 2005 through October 16, 2005, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003, appearing in this prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the issuance of shares of our common stock being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement and exhibits and schedules. For further information with respect to us and the shares of our common stock, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We are not currently subject to the informational requirements of the Exchange Act. After the offering of the shares of our common stock, we will be subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statement and the exhibits and schedules to the registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

130

INDEX TO FINANCIAL STATEMENTS


Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2005 and 2004		F-4
Consolidated Statements of Operations for the Period from October 17, 2005 to December 31, 2005, the Period from January 1, 2005 to October 16, 2005, the Year Ended December 31, 2004, the Three Months Ended December 31, 2003 and the Nine Months Ended September 30, 2003		F-5
Consolidated Statements of Shareholders’ Equity (Deficit)		F-6
Consolidated Statements of Cash Flows for the Period from October 17, 2005 to December 31, 2005, the Period from January 1, 2005 to October 16, 2005, the Year Ended December 31, 2004, the Three Months Ended December 31, 2003 and the Nine Months Ended September 30, 2003		F-9
Notes to Consolidated Financial Statements		F-10
Unaudited Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005		F-44
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005		F-45
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005		F-46
Notes to Unaudited Condensed Consolidated Financial Statements		F-47

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholder 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, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for the period from October 17, 2005 through December 31, 2005, the period from January 1, 2005 through October 16, 2005, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003. 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 standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chart Industries, Inc. and subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for the period from October 17, 2005 through December 31, 2005, the period from January 1, 2005 through October 16, 2005, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003, in conformity with U.S. generally accepted accounting principles.

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 from September 30, 2003 through October 16, 2005 reflect this basis of reporting and are not comparable to the Company’s pre-reorganization consolidated financial statements.

As more fully described in Note J to the consolidated financial statements, on October 17, 2005, the Company changed its method of accounting for stock based compensation by adopting the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R), “Share Based Payments”.

Cleveland, Ohio

April 11, 2006, except for the effect of

the stock split discussed

in the third paragraph of Note A,

as to which the date is

F-2

The accompanying consolidated financial statements of Chart Industries, Inc. and subsidiaries (the “Company”) have been adjusted as of December 31, 2005 and for the period from October 17, 2005 to December 31, 2005 to give effect to a 4.6263-for-one stock split of the common stock of Chart Industries, Inc., which is to be effected in connection with the Company’s planned initial public offering. The above opinion is in the form which will be signed by Ernst & Young, LLP upon consummation of such stock split, which is described in Note A to the accompanying consolidated financial statements and assuming that, from April 11, 2006 to the date of such stock split, no other events shall have occurred that would affect the accompanying consolidated financial statements or notes thereto.


	/s/ Ernst & Young, LLP

Cleveland, Ohio

July 10, 2006

F-3

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)


			Successor			Reorganized
			Company			Company

			December 31,			December 31,
			2005			2004

ASSETS
Current Assets
	Cash and cash equivalents		$	15,433		$	14,814
	Accounts receivable, net			62,463			45,744
	Inventories, net			53,132			47,777
	Unbilled contract revenue			23,813			10,528
	Prepaid expenses			3,037			2,119
	Other current assets			12,102			14,840
	Assets held for sale			3,084			3,567

Total Current Assets				173,064			139,389
Property, plant and equipment, net				64,265			41,993
Goodwill				236,742			75,110
Identifiable intangible assets, net				154,063			48,472
Other assets, net				13,672			2,116

TOTAL ASSETS			$	641,806		$	307,080


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$	34,435		$	26,789
	Customer advances and billings in excess of contract revenue			26,741			15,181
	Accrued salaries, wages and benefits			19,797			16,148
	Warranty reserve			3,598			2,812
	Other current liabilities			17,606			12,353
	Short-term debt			2,304			3,005

Total Current Liabilities				104,481			76,288
Long-term debt				345,000			76,406
Long-term deferred tax liability, net				56,038			12,939
Other long-term liabilities				19,957			25,807
Shareholders’ Equity
	Common stock of Successor and Reorganized Company, par value $.01 per share — 9,500,000 shares authorized, 7,952,180 and 5,358,183 shares issued and outstanding at December 31, 2005 and 2004, respectively — See Note A			80			54
		Additional paid-in capital — See Note A		117,304			90,652
		Retained (deficit) earnings		(506	)		22,631
		Accumulated other comprehensive (loss) income		(548	)		2,303

				116,330			115,640

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	641,806		$	307,080

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

F-4

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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


		Successor												Predecessor
		Company			Reorganized Company									Company

		October 17,			January 1,			Year			Three Months			Nine Months
		2005 to			2005 to			Ended			Ended			Ended
		December 31,			October 16,			December 31,			December 31,			September 30,
		2005			2005			2004			2003			2003

Sales		$	97,652		$	305,497		$	305,576		$	68,570		$	197,017
Cost of sales			75,733			217,284			211,770			52,509			141,240

Gross profit			21,919			88,213			93,806			16,061			55,777
Selling, general and administrative expenses			16,632			59,826			53,374			14,147			44,211
Acquisition expenses			—			6,602			—			—			—
Employee separation and plant closure costs			139			1,057			3,169			1,010			882
Loss (gain) on sale of assets			78			(131	)		133			(57	)		(1,061	)
Loss on insolvent subsidiary			—			—			—			—			13,682
Equity expense in joint venture			—			—			51			41			—

			16,849			67,354			56,727			15,141			57,714

Operating income (loss)			5,070			20,859			37,079			920			(1,937	)
Other income (expense)
	Interest expense, net		(5,565	)		(4,192	)		(4,760	)		(1,390	)		(9,911	)
	Financing costs amortization		(308	)		—			—			—			(1,653	)
	Derivative contracts valuation income (expense)		9			28			48			46			(389	)
	Foreign currency gain (loss)		(101	)		(659	)		465			350			(287	)
	Reorganization items, net		—			—			—			—			5,677

			(5,965	)		(4,823	)		(4,247	)		(994	)		(6,563	)

(Loss) income from continuing operations before income taxes and minority interest			(895	)		16,036			32,832			(74	)		(8,500	)
Income tax (benefit) expense
	Current		1,902			9,420			8,031			(751	)		(3,245	)
	Deferred		(2,343	)		(2,261	)		2,103			626			5,000

			(441	)		7,159			10,134			(125	)		1,755

(Loss) income from continuing operations before minority interest			(454	)		8,877			22,698			51			(10,255	)
Minority interest, net of taxes			(52	)		(19	)		(98	)		(20	)		(63	)

(Loss) income from continuing operations			(506	)		8,858			22,600			31			(10,318	)
Income from discontinued operation, net of tax			—			—			—			—			833
Gain on sale of discontinued operation, net of tax			—			—			—			—			2,400

Net (loss) income		$	(506	)	$	8,858		$	22,600		$	31		$	(7,085	)

Net (loss) income per common share — basic:
	(Loss) income from continuing operations	$	(0.06	)	$	1.65		$	4.22		$	0.01		$	(0.39	)
	Income (loss) from discontinued operations		—			—			—			—			0.03
	Gain on sale of discontinued operation, net of tax		—			—			—						0.09

	Net (loss) income per common share — basic	$	(0.06	)	$	1.65		$	4.22		$	0.01		$	(0.27	)
Net (loss) income per common share — diluted:
	(Loss) income from continuing operations	$	(0.06	)	$	1.57		$	4.10		$	0.01		$	(0.39	)
	Income (loss) from discontinued operations		—			—			—			—			0.03
	Gain on sale of discontinued operation, net of tax		—			—			—						0.09

	Net (loss) income per common share — diluted	$	(0.06	)	$	1.57		$	4.10		$	0.01		$	(0.27	)
Weighted average number of common shares outstanding:
	Basic		7,952			5,366			5,351			5,325			26,336
	Diluted		7,952			5,638			5,516			5,325			26,336

F-5

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Dollars and shares in thousands)


			Common Stock
													Accumulated						Total
								Additional		Retained			Other						Shareholders’
			Shares					Paid-In		Earnings			Comprehensive			Treasury			Equity
			Outstanding			Amount		Capital		(Deficit)			(Loss) Income			Stock			(Deficit)

Balance at January 1, 2003, Predecessor Company				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
	Contribution of stock to employee benefit plans			944			9		328								6			343
	Issuance of warrants to lenders			—			—		430		—			—			—			430
	Treasury stock acquisitions			(232	)		—		—		—			—			(111	)		(111	)
	Other			—			—		—		(9	)		—			—			(9	)

Balance at September 30, 2003, Predecessor Company				26,266		$	266	$	46,550	$	(123,180	)	$	(3,267	)	$	(886	)	$	(80,517	)

F-6

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Dollars and shares in thousands)


			Common Stock
												Accumulated					Total
							Additional			Retained		Other					Shareholders’
			Shares				Paid-In			Earnings		Comprehensive			Treasury		Equity
			Outstanding		Amount		Capital			(Deficit)		(Loss) Income			Stock		(Deficit)

Balance at September 30, 2003, (Date of Reorganization)				—	$	—	$	—		$	—	$	—		$	—	$	—
	Issuance of new common shares			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, Reorganized Company				5,325		53		89,812			31		911			—		90,807
	Net income			—		—		—			22,600		—			—		22,600
	Other comprehensive income (loss):
		Foreign currency translation adjustment		—		—		—			—		2,635			—		2,635
		Minimum pension liability adjustment, net of taxes of $671		—		—		—			—		(1,243	)		—		(1,243	)

	Comprehensive income																	23,992
Issuance of common shares				33		1		840			—		—			—		841

Balance at December 31, 2004, Reorganized Company				5,358		54		90,652			22,631		2,303			—		115,640
	Net income			—		—		—			8,858		—			—		8,858
	Other comprehensive income (loss):
		Foreign currency translation adjustment		—		—		—			—		(2,240	)		—		(2,240	)

	Comprehensive income																	6,618
Stock option pay-out adjustment, net of tax of $1,621				—		—		(2,628	)		—		—			—		(2,628	)
Issuance of common shares				51		—		1,691			—		—			—		1,691

Balance at October 16, 2005, Reorganized Company				5,409	$	54	$	89,715		$	31,489	$	63		$	—	$	121,321

F-7

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars and shares in thousands)


			Common Stock										Accumulated
							Additional						Other			Total
			Shares				Paid-in			Retained			Comprehensive			Shareholders’
			Outstanding		Amount		Capital			(Deficit)			(Loss)			Equity

Balance at October 17, 2005 (Date of Acquisition)				—	$	—	$	—		$	—		$	—		$	—
	Equity contributions:
		Cash investment		7,952		17		111,281			—			—			111,298
		Rollover of Reorganized Company vested stock options		—		—		5,947			—			—			5,947
	Net loss			—		—		—			(506	)		—			(506	)
	Other comprehensive income (loss):
		Foreign currency translation adjustment		—		—		—			—			(286	)		(286	)
		Minimum pension liability adjustment, net of taxes of $162		—		—		—			—			(262	)		(262	)

		Comprehensive (loss)		—		—		—			—			—			(1,054	)
		Compensation expense recognized for employee stock options		—		—		139			—			—			139
		Stock split (See Note A)		—		63		(63	)		—			—			—

Balance at December 31, 2005, Successor Company				7,952	$	80	$	117,304		$	(506	)	$	(548	)	$	116,330

F-8

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


		Successor												Predecessor
		Company			Reorganized Company									Company

											Three
		October 17,			January 1,			Year			Months			Nine Months
		2005 to			2005 to			Ended			Ended			Ended
		December 31,			October 16,			December 31,			December 31,			September 30,
		2005			2005			2004			2003			2003

OPERATING ACTIVITIES
Net (loss) income		$	(506	)	$	8,858		$	22,600		$	31		$	(7,085	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
	Income from discontinued operations, net of taxes		—			—			—			—			(833	)
	Inventory purchase accounting charge		8,903			—			—			5,368			—
	Reorganization items, net		—			—			—			—			(5,677	)
	Reorganization value in excess of amounts allocable to identifiable assets		—			—			1,430			—			—
	Loss on insolvent subsidiary		—			—			—			—			13,682
	Financing costs amortization		308			—			—			—			1,653
	Employee stock and stock option related compensation expense		437			9,509			2,433
	Debt restructuring-related fees expensed		—			—			—			—			6,046
	Employee separation and plant closure costs		—			—			177			—			456
	Loss (gain) on sale of assets		78			(131	)		133			(57	)		(4,753	)
	Purchased in-process research and development charge		—			2,768			—			—			—
	Depreciation and amortization		4,088			6,808			8,490			2,225			7,607
	Equity loss (income) from joint venture		—			—			51			41
	Foreign currency transaction (gain) loss		101			659			(465	)		(350	)		287
	Minority interest		95			29			198			34			105
	Deferred income tax expense (benefit)		(2,343	)		(2,261	)		2,103			626			5,000
	Contribution of stock to employee benefit plans		—			—			—			—			343
Changes in assets and liabilities, net of effects from Acquisition:
	Accounts receivable		(8,267	)		(8,611	)		(4,661	)		(3,027	)		2,486
	Inventory		2,812			(6,463	)		(11,566	)		2,603			6,574
	Unbilled contract revenues and other current assets		2,687			(11,039	)		2,903			(853	)		(1,304	)
	Accounts payable and other current liabilities		6,424			6,634			4,602			(1,838	)		(1,527	)
	Deferred income taxes		779			731			—			—			—
	Customer advances and billings in excess of contract revenue		3,146			8,150			6,631			185			(3,594	)

	Net Cash Provided By Operating Activities		18,742			15,641			35,059			4,988			19,466
INVESTING ACTIVITIES
	Capital expenditures		(5,601	)		(11,038	)		(9,379	)		(518	)		(1,907	)
	Dividends received from joint venture		—			—			—			—			790
	Proceeds from sale of assets		—			2,220			6,057			—			16,075
	Acquisition of business		—			(12,147	)		—			—			—
	Payments to Reorganized Company shareholders for Transaction		(356,649	)		—			—			—			—
	Other investing activities		—			166			5			672			143

	Net Cash (Used In) Provided By Investing Activities		(362,250	)		(20,799	)		(3,317	)		154			15,101
FINANCING ACTIVITIES
	Proceeds from long-term debt		350,000			—			—			—			—
	Borrowings on revolving credit facilities		2,605			18,901			1,742			4,151			20,359
	Payments on revolving credit facilities		(4,790	)		(15,916	)		(1,742	)		(6,775	)		(21,614	)
	Principal payments on long-term debt		(81,457	)		(2,968	)		(33,148	)		(10,840	)		(1,199	)
	Proceeds from equity contribution		111,298			—			—			—			—
	Payment of financing costs		(11,558	)		—			—			—			—
	Payment of exercised stock options		(15,756	)		—			—			—			—
	Payment of Acquisition costs		(1,853	)		—			—			—			—
	Debt restructuring-related fees paid		—			—			(1,882	)		—			(12,583	)
	Payments on interest rate collars		—			—			(805	)		(512	)		(759	)
	Proceeds from sale of stock		—			1,691			400			—			—
	Purchases of treasury stock		—			—			—			—			(111	)
	Other financing activities		—			—			(309	)		—			—

	Net Cash Provided By (Used In) Financing Activities		348,489			1,708			(35,744	)		(13,976	)		(15,907	)

Cash Flow provided by (used in) continuing operations			4,981			(3,450	)		(4,002	)		(8,834	)		18,660
Cash flow provided by discontinued operation			—			—			—			—			1,592

Net increase (decrease) in cash and cash equivalents			4,981			(3,450	)		(4,002	)		(8,834	)		20,252
Effect of exchange rate changes on cash			(1,018	)		106			216			(381	)		338
Cash and cash equivalents at beginning of period			11,470			14,814			18,600			27,815			7,225

CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	15,433		$	11,470		$	14,814		$	18,600		$	27,815

F-9

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares 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”), a wholly-owned indirect subsidiary of First Reserve Fund X, L.P. (“First Reserve”), 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. The Company has domestic operations located in seven states, including the principal executive offices located in Garfield Heights, Ohio, 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, the equity of which was 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 F to the consolidated financial statements. Since 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 this date.

Basis of Presentation: The consolidated financial statements have been adjusted as of December 31, 2005 and for the period from October 17, 2005 to December 31, 2005 to give effect to the 4.6263-for-one stock split of the Company’s common stock, and related adjustments to its capital structure and stock options to be effected upon the completion of the Company’s planned initial public offering. On August 2, 2005, the Company, certain stockholders of the Company (the “Principal Stockholders”), First Reserve Fund X, L.P. (“First Reserve”) and CI Acquisition, Inc., a wholly owned subsidiary of First Reserve (“CI Acquisition”), entered into an agreement and plan of merger (“Merger Agreement”). The Merger Agreement provided for the sale of shares of common stock of the Company owned by the Principal Stockholders (“Principal Stockholders Shares”) to CI Acquisition, which is referred to as the “Stock Purchase”, and the merger of CI Acquisition with and into the Company, with the Company surviving the merger as a wholly-owned indirect subsidiary of First Reserve, which is referred to as the “Merger”. The Stock Purchase and Merger are collectively referred to as the “Acquisition”.

Upon satisfaction of the conditions to the Stock Purchase, CI Acquisition agreed to purchase the Principal Stockholders Shares for a purchase price (the “Per Share Purchase Price”) equal to $65.74 per share in cash, minus the result of (i) the expenses of the Company related to the Acquisition (as provided in the Merger Agreement) divided by (ii) the number of fully-diluted shares of Company common stock outstanding immediately before the closing (assuming full exercise of all Company stock options and warrants). The Merger Agreement provided for the occurrence of the Merger after the closing of the Stock Purchase, and provided that at the effective time of the Merger each share of Company common stock outstanding (other than treasury stock, shares held by Buyer or CI Acquisition, and shares with respect to which appraisal rights have been exercised under Delaware law) will be converted into the right to receive the Per Share Purchase Price (or the price paid in the Stock Purchase, if greater) in cash, without interest (the “Merger Consideration”). Furthermore, the Merger Agreement provided that the holders of outstanding warrants and stock options to acquire shares of common stock of the Company (other than any stock options adjusted to represent options to acquire stock of the surviving corporation in the Merger) will be entitled to

F-10

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

receive an amount in cash equal to the product of (i) the number of shares of common stock of the Company issuable upon the exercise of the surrendered warrant or option, as applicable, as of immediately prior to the effective time of the Merger multiplied by (ii) the excess of the Merger consideration over the per share exercise price of the warrant or option, subject to applicable withholding taxes. The Merger Agreement further provided that after the Merger, no holders of common stock, warrants or options (other than any stock options adjusted to represent options to acquire stock of the surviving corporation in the Merger) outstanding before the Merger will have any rights in respect of such common stock, warrants or options, other than the right to receive the cash referred to above. A more complete description of the Acquisition and the terms of the Merger Agreement are set forth above in this Prospectus under the caption “Transaction”.

On October 17, 2005, the closing of the Acquisition (the “Closing Date”) took place under the terms of the Merger Agreement as described above in this Prospectus under the caption “Transaction”. The Stock Purchase was made by CI Acquisition for a Per Share Purchase Price of $64.75 per share of common stock ($65.74 per share, less the Company’s transaction expenses of $0.99 per share) and immediately following the Stock Purchase, the Merger occurred. At the effective time of the Merger, each outstanding share of the Company’s common stock (other than treasury stock, shares held by First Reserve or CI Acquisition, and shares as to which appraisal rights were exercised under Delaware law) was converted into the right to receive $64.75 per share and CI Acquisition merged with and into Chart Industries, Inc. (which is referred to after the merger as the “Successor Company”). In the Merger, outstanding warrants and stock options to acquire common stock of the Company (other than any stock options adjusted to represent options to acquire the stock of the surviving corporation in the Merger) were likewise cancelled and treated in accordance with the terms of the Merger Agreement. Certain stock options outstanding immediately before the Merger were not cancelled and were adjusted under the terms of the Merger Agreement to represent options to acquire the Company’s common stock after the Merger. The purchase price related to the Acquisition was $456,662 and included $356,649 of cash paid for common stock and warrants outstanding, $15,756 of cash paid for Reorganized Company stock options, repayment of $76,458 of existing pre-Acquisition credit facility and certain other debt, $1,852 of First Reserve’s acquisition expenses and vested Rollover Reorganized Company stock options valued at $5,947 to acquire stock of the Successor Company.

The table below summarizes the fair value assigned to the Successor Company’s assets and liabilities within the balance sheet as of October 17, 2005 as a result of the Acquisition, in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 141, “Business Combinations”:


Cash and cash equivalents	$	20,861
Accounts receivable, net		54,594
Inventories, net		65,005
Unbilled contract revenue		22,667
Prepaid expenses		3,544
Other current assets		5,396
Assets held for sale		3,084
Deferred income taxes, net		4,900

Total Current Assets		180,051
Property, plant and equipment		61,189
Goodwill		236,823
Identifiable intangible assets		157,162
Other assets		13,357

Total Assets	$	648,582

F-11

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


Accounts payable	$	31,469
Customer advances and billings in excess of contract revenue		23,546
Accrued salaries, wages and benefits		16,069
Warranty reserve		3,439
Other current liabilities		25,620
Short-term debt		4,486

Total Current Liabilities		104,629
Long-term debt		350,000
Long-term deferred tax liability, net		56,978
Other non-current liabilities		18,392
Minority interest		1,337
Shareholder equity	$	117,246

Total Liabilities and Shareholder Equity	$	648,582

The consolidated financial statements and the accompanying notes for the period from January 1 to October 16, 2005 for the Reorganized Company are presented as the “2005 Reorganized Period” and for the period from October 17 to December 31, 2005 for the Successor Company are presented as the “2005 Successor Period”.

On July 8, 2003, the Company and all of its then majority-owned U.S. subsidiaries (the “Predecessor Company”) 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. 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”).

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 for periods ended prior to September 30, 2003 are not necessarily comparable to those of the Reorganized Company.

In this prospectus, 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. 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

F-12

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

represented the Company’s best estimates based on independent appraisals and valuations. 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 goodwill 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 were generally continued to be used by the Reorganized Company. As of September 30, 2003, the Company changed its method of accounting for inventories at sites of the Company’s former 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.

All accounting policies of the Successor Company have generally remained the same as the Reorganized Company, except for the early adoption of SFAS No. 123(R) “Share-Based Payment” on October 17, 2005 in conjunction with the Acquisition. SFAS No. 123(R) is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values and eliminates the pro forma disclosure option allowed under SFAS 123.

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, 2005 and 2004 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 51 percent, 52 percent and 49 percent of sales were to foreign countries in 2005, 2004 and 2003, respectively. While no single customer exceeded ten percent of consolidated sales in 2005, 2004 or 2003, sales to the Company’s top ten customers accounted for 39 percent, 45 percent and 43 percent of consolidated sales in 2005, 2004 and 2003, respectively. The Company’s sales to particular customers fluctuate from period to period, but the gas producer and distributor customers of the Company 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 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 in this area.

F-13

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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, or 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. The allowance for doubtful accounts balance at December 31, 2005 and 2004 was $1,304 and $1,520, respectfully.

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, 2005 and 2004. The components of inventory are as follows:


	Successor		Reorganized
	Company		Company

	December 31,		December 31,
	2005		2004

Raw materials and supplies	$	26,385	$	22,896
Work in process		13,003		16,918
Finished goods		13,744		7,963

	$	53,132	$	47,777

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: At October 17, 2005, property, plant and equipment was recorded at fair value under SFAS 141 “Business Combinations”. The depreciable lives were adjusted to reflect the estimated remaining useful life of each asset and all existing accumulated depreciation of the Reorganized Company was eliminated. Subsequent to October 17, 2005, 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 $1,115 for the 2005 Successor Period, $4,122 for the 2005 Reorganized Period, $5,681 for the year ended December 31,

F-14

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

2004, $1,523 for the three-months ended December 31, 2003, and $6,441 for the nine months ended September 30, 2003. The following table summarizes the components of property, plant and equipment:


		Successor			Reorganized
		Company			Company

		December 31,			December 31,
Classification	Estimated Useful Life	2005			2004

Land and buildings	20-35 years (buildings)	$	34,450		$	24,264
Machinery and equipment	3-12 years		19,750			21,917
Computer equipment, furniture and fixtures	3-7 years		2,383			2,823
Construction in process			8,244			2,476

			64,827			51,480
Less accumulated depreciation			(562	)		(9,487	)

Total property, plant and equipment, net		$	64,265		$	41,993

The Company monitors its property, plant and equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” If impairment indicators exist, the Company performs the required analysis and records impairment charges in accordance with SFAS No. 144. In conducting its analysis, the Company compares the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated based upon either discounted cash flow analyses or estimated salvage values. Cash flows are estimated using internal forecasts as well as assumptions related to discount rates. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets.

Goodwill and Other Intangible Assets: In conjunction with the Acquisition as previously explained above, the Company recorded $236,742 of goodwill. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the Company does not amortize goodwill or other indefinite-lived intangible assets, but reviews them at least annually for impairment using a measurement date of October 1st. The Company amortizes intangible assets that have finite useful lives over their useful lives.

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

F-15

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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


				Successor Company							Reorganized Company

				December 31, 2005							December 31, 2004
		Weighted							Weighted
		Average		Gross					Average		Gross
		Estimated		Carrying		Accumulated			Estimated		Carrying		Accumulated
		Useful Life		Amount		Amortization			Useful Life		Amount		Amortization

Finite-lived assets
	Unpatented technology		9 years	$	9,400	$	(235	)		9 years	$	3,305	$	(450	)
	Patents		10 years		8,138		(298	)		11 years		4,269		(566	)
	Product names		20 years		940		(10	)		—		—		—
	Backlog		14 months		5,440		(1,110	)		—		—		—
	Non-compete agreements		3 years		1,344		(280	)		—		—		—
	Licenses and certificates		18 months		48		(20	)		—		—		—
	Customer relations		13 years		96,906		(1,480	)		13 years		23,960		(2,495	)

				$	122,216	$	(3,433	)			$	31,534	$	(3,511	)

Indefinite-lived intangible assets:
	Goodwill			$	236,742						$	75,110
	Trademarks and trade names				35,280							20,449

				$	272,022						$	95,559

Amortization expense for intangible assets subject to amortization was $2,973, for the 2005 Successor Period, $2,686 for the 2005 Reorganized Period, $2,809 for the year ended December 31, 2004, $702 for the three months ended December 31, 2003, and $1,166 for the nine months ended September 30, 2003, and is estimated to range from approximately $15,500 to $10,300 annually for fiscal years 2006 through 2010, respectively.

Financial Instruments: The fair values of cash equivalents, accounts receivable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. The fair value of long-term debt is estimated based on the present value of the underlying cash flows discounted at the Company’s estimated borrowing rate. Under such method the Company’s long-term debt approximated its carrying value at December 31, 2005 and 2004.

Derivative Instruments: 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 consolidated term loan and revolving credit facility. This interest rate risk has been 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 entered into an interest rate collar in March 1999 to manage interest rate risk exposure relative to its term debt. This collar, in the amount of $4,430 at December 31, 2005, expired in March 2006. The Company’s interest rate collar does not qualify as a hedge

F-16

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, which requires such a collar 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. The fair value of the contract related to the collar outstanding at December 31, 2005 and 2004 is a liability of $5 and $312, respectively and is recorded in accrued interest.

The change in fair value for the 2005 Successor Period, 2005 Reorganized Period, year ended December 31, 2004, three months ended December 31, 2003, and the nine months ended September 30, 2003 of $9, $28, $48, $46, and ($389) 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 2005, 2004 and 2003 were not material.

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


	Successor		Reorganized
	Company		Company

	December 31,		December 31,
	2005		2004

USD	$	—	$	400
Euros		2,400		—

	$	2,400	$	400

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:


		Successor												Predecessor
		Company			Reorganized Company									Company

		October 17,			January 1,						Three			Nine
		2005			2005			Year			Months			Months
		to			to			Ended			Ended			Ended
		December 31,			October 16,			December 31,			December 31,			September 30,
		2005			2005			2004			2003			2003

Balance at beginning of period		$	3,439		$	2,812		$	3,208		$	3,803		$	4,032
	Warranty expense		515			2,206			1,522			89			1,214
	Warranty usage		(356	)		(1,579	)		(1,918	)		(684	)		(1,443	)

Balance at end of period		$	3,598		$	3,439		$	2,812		$	3,208		$	3,803

Shareholders’ Equity: As a result of the Acquisition, the Company had 7,952 shares of common stock issued and outstanding at December 31, 2005. Also, in connection with the Acquisition, a warrant for 2,651 shares was granted in November 2005 to FR X Chart Holdings LLC, the then sole shareholder and affiliate of First Reserve, at an exercise price of $14.00 per share that expires in March 2014. The warrant may

F-17

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

be exercised at anytime. The Company reports comprehensive income in its consolidated statement of shareholders’ equity. The components of accumulated other comprehensive (loss) income are as follows:


	Successor			Reorganized
	Company			Company
	December 31,			December 31,
	2005			2004

Foreign currency translation adjustments	$	(286	)	$	3,549
Minimum pension liability adjustments net of taxes of $162 and $671 at December 31, 2005 and 2004, respectively		(262	)		(1,246	)

	$	(548	)	$	2,303

In 2004, the Company finalized the liquidation of the BioMedical operation in Solingen, Germany and recognized $403 of foreign currency gain, $258 net of tax, related to the elimination of the foreign currency translation adjustments previously recorded as part of this entity.

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, 2005, 2004 and 2003, totaled $126,122, $47,978 and $73,360, respectively. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. Amounts billed on percentage of completion contracts in process at December 31 totaled $125,971, $43,343 and $65,309, in 2005, 2004, and 2003, 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. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion.

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 $556 for the 2005 Successor Period, $2,151 for the 2005 Reorganized Period, $2,833 for the year ended December 31, 2004, $465 for the three months ended December 2003, $1,538 for the nine months ended September 30, 2003. Such costs are expensed as incurred.

Research and Development Costs: The Company incurred research and development costs of $805 for the 2005 Successor Period, $2,198 for the 2005 Reorganized Period, $3,279 for the year ended December 31, 2004, $1,280 for the three months ended December 31, 2003, and $2,551 for the nine months ended September 30, 2003. Such 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.

F-18

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Deferred Income Taxes: The Company and its U.S. 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: In November 2005, the Successor Company granted stock options (“New Options”), under the 2005 Stock Incentive Plan (“Stock Incentive Plan”) to certain management employees. In addition, under the Company’s 2004 Stock Option and Incentive Plan (“2004 Plan”) certain management employees rolled over stock options (“Rollover Options”). The Company adopted SFAS 123(R) “Share-Based Payments”, on October 17, 2005 using the modified prospective method, to account for these New Options. The New Options are exercisable for a period of ten years and have two different vesting schedules. The time-based (“Time-based Options”) vest annually in equal installments over a five-year period and the performance-based (“Performance-based Options”) vest based upon specified actual returns on First Reserve’s investment in the Company. Furthermore, certain of the Rollover Options were vested on the Closing Date of the Acquisition and the remaining unvested Rollover Options vest upon the performance criteria as outlined in the 2004 Plan and related option agreements. The New Options and Rollover Options generally may not be transferred, and any shares of stock that are acquired upon exercise of the New Options or Rollover 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. The Company’s policy is to issue authorized shares upon the exercise of any stock options. In addition, all of the 2004 stock options (“2004 Options”) of the Reorganized Company, except for the Rollover Options described above, were deemed to be exercised in conjunction with the Transaction on October 17, 2005. These 2004 Options were accounted for under the intrinsic value method of APB Opinion No. 25 “Accounting for Stock Issued to Employees” and related interpretations in accounting for employee stock options. See Note J for further discussions regarding the stock options.

F-19

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Earnings per share: The following table presents calculations of income (loss) per share of common stock:


		Successor									Predecessor
		Company			Reorganized Company						Company

		October 17,			January 1,		Year		Three Months		Nine Months
		2005 to			2005 to		Ended		Ended		Ended
		December 31,			October 16,		December 31,		December 31,		September 30,
		2005			2005		2004		2003		2003

(Loss) income from continuing operations		$	(506	)	$	8,858	$	22,600	$	31	$	(10,318	)
Income from discontinued operations			—			—		—		—		833
Gain on sales of discontinued operations, net of tax			—			—		—		—		2,400

Net (loss) income		$	(506	)	$	8,858	$	22,600	$	31	$	(7,085	)

Net (loss) income per common share — basic
	(Loss) income from continuing operations	$	(0.06	)	$	1.65	$	4.22	$	0.01	$	(0.39	)
	Income from discontinued operations		—			—		—		—		0.03
	Gain on sales of discontinued operations, net of tax		—			—		—		—		0.09

	Net (loss) income	$	(0.06	)	$	1.65	$	4.22	$	0.01	$	(0.27	)

Net (loss) income per common share — diluted:
	(Loss) income from continuing operations	$	(0.06	)	$	1.57	$	4.10	$	0.01	$	(0.39	)
	Income (loss) from discontinued operations		—			—		—		—		0.03
	Gain on sale of discontinued operation, net of tax		—			—		—		—		0.09

	Net (loss) income per common share — diluted	$	(0.06	)	$	1.57	$	4.10	$	0.01	$	(0.27	)

Weighted average number of common shares outstanding — basic			7,952			5,366		5,351		5,325		26,336
Incremental shares issuable upon assumed exercise of stock warrants			—			61		15		—		—
Incremental shares issuable upon assumed conversion and exercise of stock options			—			222		150		—		—

Total shares — diluted			7,952			5,649		5,516		5,325		26,336

The assumed conversion of the Company’s potentially dilutive stock options and warrants was anti-dilutive for the period from October 17, 2005 to December 31, 2005 and for the nine months ended December 31, 2003. For the purposes of computing diluted earnings per share, weighted average common share equivalents do not include 1,107 and 1,658 warrants and stock options, respectively, for the period from October 17, 2005 to December 31, 2005, 280 warrants for the three months ended December 31, 2003, and 2,495 warrants and 1,991 stock options, respectively, for the nine months ended September 30, 2003 as the effect would be anti-dilutive.

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.

F-20

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Recently Adopted Accounting Standards: The Financial Accounting Standards Board (“FASB”) has recently issued the following Statements of Financial Accounting Standards that the Company has adopted as of December 31, 2005:

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” SFAS No. 123(R) is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board (“APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values and eliminates the pro forma disclosure option allowed under SFAS 123. SFAS 123(R) is effective for nonpublic entities for fiscal years beginning after December 15, 2005. The Company adopted SFAS 123(R) early on October 17, 2005 in conjunction with the Acquisition.

In December 2004, the FASB issued FASB Staff Position (“FSP”) FSP No. 109-1, “Application for FASB Statement No 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004.” FSP 109-1 is intended to clarify that the domestic manufacturing deduction should be accounted for as a special deduction (rather than a rate reduction) under SFAS No. 109, “Accounting for Income Taxes.” A special deduction is recognized under SFAS 109 as it is earned. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

In December 2004, the FASB issued FSP No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” FSP 109-2 provides guidance under SFAS No. 109, “Accounting for Income Taxes,” with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on enterprises’ income tax expense and deferred tax liability. The Jobs Act was enacted on October 22, 2004. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. The Company completed evaluating the impact of the repatriation provisions. The adjustment as provided for in FSP 109-2 did not have a material impact on the Company’s tax expense or deferred tax liability.

In March 2005, the FASB issued FASB Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations”. This interpretation requires companies to recognize a liability for the fair value of a legal obligation to perform asset retirement activities that are conditional on a future event if the amount can be reasonably estimated. This statement is effective for the year ending December 31, 2005. The adoption of this statement did not have a material affect on the Company’s financial position, results of operations, liquidity or cash flows.

Recently Issued Accounting Standards: The Financial Accounting Standards Board (“FASB”) has recently issued the following Statements of Financial Accounting Standards that the Company has not adopted as of December 31, 2005:

In December 2004, the FASB issued SFAS No. 151, “Inventory Costs.” SFAS No. 151 requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted material expenses to be recognized as current period charges. Additionally SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The standard is effective for fiscal years beginning after June 15, 2005. The Company is currently evaluating the effect the adoption of SFAS No. 151 will have on the Company’s financial position or results of operations.

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”. SFAS 154 replaces APB Opinion No. 20, “Accounting Changes” and SFAS 3, “Reporting Accounting

F-21

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Changes in Interim Financial Statements”. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS 154 also requires that a change in method of depreciating and amortizing a long-lived asset be accounted for prospectively as a change in estimate, and the correction of errors in previously issued financial statements should be termed a restatement. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS 154 will only affect the Company’s consolidated financial statements to the extent there are future accounting changes or errors.

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, 2005 and 2004:


		Successor		Reorganized
		Company		Company

		December 31,		December 31,
		2005		2004

Other current assets:
	Deposits	$	306	$	425
	Investment in leases		133		133
	Deferred income taxes		6,429		7,125
	Other receivables		5,234		7,157

		$	12,102	$	14,840

Other assets net:
	Deferred financing costs	$	11,749	$	—
	Investment in leases		64		185
	Cash value life insurance		1,265		1,719
	Unearned compensation		159		—
	Other		435		212

		$	13,672	$	2,116

Other current liabilities:
	Accrued interest	$	4,599	$	324
	Accrued income taxes		—		2,636
	Accrued other taxes		1,948		936
	Accrued rebates		3,152		2,734
	Accrued employee separation and plant closure costs		2,007		2,763
	Accrued other		5,900		2,960

		$	17,606	$	12,353

Other long-term liabilities:
	Accrued environmental	$	6,608	$	6,460
	Accrued pension cost		7,233		11,106
	Minority interest		1,103		1,213
	Accrued contingencies and other		5,013		7,028

		$	19,957	$	25,807

F-22

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars and shares 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, 2005 and 2004, respectively.


	Successor		Reorganized
	Company		Company

	December 31,		December 31,
	2005		2004

Senior term loan, due October 2012 and September 2009, respectively, average interest rate of 6.62% and 5.62% at December 31, 2005 and 2004, respectively	$	175,000	$	78,395
Subordinated notes, due 2015, interest accrued at 9.125%		170,000		—
Industrial Development Revenue bonds, due August 2006, average interest rate of 6.33% at December 31, 2004		—		1,016
Revolving foreign credit facility and other short-term debt		2,304		—

Total debt		347,304		79,411
Less: current maturities		2,304		3,005

Long-term debt	$	345,000	$	76,406

In connection with the Acquisition, the Company entered into a $240,000 senior secured credit facility (“the Senior Credit Facility”) and completed a $170,000 offering of 9 ¹ / 8 percent senior subordinated notes (“the Subordinated Notes”). The Company repaid the then existing credit facility of the Reorganized Company, as described further below, and certain other debt on or before October 17, 2005, the Closing Date of the Acquisition. The Senior Credit Facility consists of a $180,000 term loan facility (the “Term Loan”) and a $60,000 revolving credit facility (the “Revolver”), of which $35,000 may be used for letters of credit extending beyond one year from their date of issuance. The Term Loan and Subordinated Notes were fully funded on the Closing Date. The Term Loan matures on October 17, 2012 and the Revolver matures on October 17, 2010. As a result of a $5,000 voluntary principal prepayment in December 2005, the Term Loan requires quarterly principal payments that equal 0.8 percent per annum of the funded balance commencing in September 2008 and a remaining balloon payment on the maturity date. Future principal payments will be adjusted for any voluntary prepayments. The interest rate under the Senior Credit Facility is, at the Company’s option, the Alternative Base Rate (“ABR”) plus 1.0 percent or LIBOR plus 2.0 percent on the Term loan and ABR plus 1.5 percent or LIBOR plus 2.5 percent on the Revolver. In addition, the Company is required to pay an annual administrative fee of $100, a commitment fee of 0.5 percent on the unused Revolver balance, a letter of credit participation fee of 2.5 percent per annum on the letter of credit exposure and a letter of credit issuance fee of 0.25 percent. The obligations under the Secured Credit Facility are secured by substantially all of the assets of the Company’s U.S. Subsidiaries and 65 percent of the capital stock of the Company’s non-U.S. Subsidiaries.

The Subordinated Notes are due in 2015 with interest payable semi-annually on April 15 ^th and October 15 ^th . Any of the Subordinated Notes may be redeemed solely at the Company’s option beginning on October 15, 2010. The initial redemption price is 104.563 percent of the principal amount, plus accrued interest. Also, any of the notes may be redeemed solely at the Company’s option at any time prior to October 15, 2010, plus accrued interest and a “make-whole” premium. In addition, before October 15, 2008, up to 35 percent of the Subordinated Notes may be redeemed solely at the Company’s option at a price of 109.125 percent of the principal amount, plus accrued interest, using the proceeds from sales of certain kinds of capital stock. The Subordinated Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company, including the Senior

F-23

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Credit Facility, pari passu in right of payment with all future senior subordinated indebtedness of the Company, senior in right of payment with any future indebtedness of the Company that expressly provided for its subordination to the Subordinated Notes, and unconditionally guaranteed jointly and severally by substantially all of the Company’s U.S. Subsidiaries.

The Senior Credit Facility agreement and provisions of the indenture governing the Subordinated Notes contain a number of customary covenants, including, but not limited to, restrictions on the Company’s ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations, pay dividends and distributions, and make capital expenditures. The Senior Credit Facility also includes covenants relating to leverage and interest coverage. At December 31, 2005, there was $175,000 and $170,000 outstanding under the Term Loan and Subordinated Notes, respectively, and letters of credit and bank guarantees totaling $22,442 supported by the Revolver.

Chart Ferox, a.s. (“Ferox”), a majority-owned subsidiary of the Company, maintains secured revolving credit facilities with borrowing capacity, including overdraft protection, of up to $9,600, of which $4,400 is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in Czech Koruna, Euros and U.S. dollars. Borrowings in Koruna are at PRIBOR, borrowings in Euros are at EUROBOR and borrowings in U.S. dollars are at LIBOR, each with a fixed margin of 0.6 percent. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facilities in respect to the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75 percent on the face amount of each guarantee. Ferox’s land and buildings, and accounts receivable secure $4,600 and $2,500, respectively, of the revolving credit facilities. At December 31, 2005, there was $800 of borrowings outstanding under, and $1,506 of bank guarantees supported by the Ferox revolving credit facilities.

The scheduled annual maturities of long-term debt and credit arrangements at December 31, 2005, are as follows:


Year	Amount

2006	$	—
2007		—
2008		720
2009		1,440
2010 and thereafter		342,840

	$	345,000

Effective September 15, 2003, upon emergence from its Chapter 11 bankruptcy reorganization, the Reorganized Company entered into a term loan agreement and revolving credit facility (collectively, the “2003 Credit Facility”). The 2003 Credit Facility provided a term loan of $120,000 with final maturity in 2009 and revolving credit line of $55,000, of which $15,000 would have expired on January 31, 2006 and $40,000 on September 15, 2008, and of which $40,000 was available for the issuance of letters of credit and bank guarantees. Under the terms of the credit facility, the term loan bore interest at rates, at the Company’s option, equal to the prime rate plus 2.50 percent or LIBOR plus 3.50 percent and the revolving credit line bore interest, at the Company’s option, at rates equal to the prime rate plus 1.50 percent or LIBOR plus 2.50 percent.

The 2003 Credit Facility contained certain covenants and conditions, which imposed limitations on the Company and its operating units, including restriction on the payment of cash dividends and a requirement to

F-24

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

meet certain financial tests and to maintain on a quarterly basis certain consolidated financial ratios, including leverage, interest coverage, minimum fixed coverage, minimum operating cash flow and capital expenditures. The 2003 Credit Facility also contained a feature whereby if the Company generated cash from operations above a pre-defined calculated amount, the Company was required to use a portion of that cash to make principal prepayments on the term loan portion of the 2003 Credit Facility.

In 2004, the Company made prepayments on the term loan portion of the Credit Facility totaling $30 million, which was in addition to a $10 million prepayment made in December 2003. The prepayments reduced all future scheduled term loan payments on a pro-rata basis. As a result, the Company had borrowings outstanding of $78,395 under the term loan portion of the 2003 Credit facility and letters of credit outstanding and bank guarantees totaling $19,040 supported by the revolving credit line portion of the 2003 Credit Facility.

The Company paid interest of $1,085 for the 2005 Successor Period, $4,397 in the 2005 Reorganized Period, $5,615 in the year ended December 31, 2004, $2,268 in the three months ended December 31, 2003, and $10,021 in the nine months ended September 30, 2003.

NOTE D — Employee Separation and Plant Closure Costs

In 2004, the Company continued its manufacturing facility reduction plan which commenced in 2002. These actions resulted in the closure of the Company’s Energy and Chemicals segment manufacturing facility in Wolverhampton, U.K. in March 2003, the closure in September 2003 of the Company’s Energy and Chemicals segment sales and engineering office in Westborough, MA and the announcements in December 2003 and January 2004 of the closure of the Company’s Distribution and Storage segment manufacturing facility in Plaistow, NH and the BioMedical segment manufacturing and office facility in Burnsville, MN, respectively. In 2004, the Company completed the shutdown of the Plaistow, NH manufacturing facility and continued the shutdown of the Burnsville, MN manufacturing facility, which was completed in the first quarter of 2005. In each of these facility closures, the Company did not exit the product lines manufactured at those sites, but moved the manufacturing to other facilities with available capacity, most notably New Prague, MN for engineered tank production and Canton, GA for medical respiratory production. During 2005 and 2004, 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 at certain of these sites.

The following tables summarize the Company’s employee separation and plant closure costs activity for 2005, 2004 and 2003.


	October 17, 2005 to December 31, 2005 — Successor Company

				Distribution			Energy &
	BioMedical			& Storage			Chemicals			Corporate			Total

One-time employee termination costs	$	17		$	(120	)	$	78		$	86		$	61
Other associated costs		2			102			(26	)		—			78

Employee separation and plant closure costs		19			(18	)		52			86			139
Inventory valuation in cost of sales		149			—			—			(34	)		115

		168			(18	)		52			52			254
Reserve usage		(33	)		(97	)		(48	)		(57	)		(235	)

Change in reserve		135			(115	)		4			(5	)		19
Reserves as of October 16, 2005		104			305			1,553			5			1,967

Reserve as of December 31, 2005	$	239		$	190		$	1,557		$	—		$	1,986

F-25

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	January 1, 2005 to October 16, 2005—Reorganized Company

				Distribution			Energy &
	BioMedical			& Storage			Chemicals			Corporate			Total

One-time employee termination costs	$	—		$	41		$	—		$	(159	)	$	(118	)
Other associated costs		540			465			129			41			1,175

Employee separation and plant closure costs		540			506			129			(118	)		1,057
Inventory valuation in cost of sales		643			—			—			—			643

		1,183			506			129			(118	)		1,700
Reserve usage		(1,451	)		(542	)		(133	)		(370	)		(2,496	)

Change in reserve		(268	)		(36	)		(4	)		(488	)		(796	)
Reserves as of January 1, 2005		372			341			1,557			493			2,763

Reserve as of October 16, 2005	$	104		$	305		$	1,553		$	5		$	1,967


	Year Ended December 31, 2004—Reorganized Company

				Distribution			Energy &
	BioMedical			& Storage			Chemical			Corporate			Total

One-time employee termination costs	$	381		$	215		$	303		$	398		$	1,297
Contract termination costs		—			317			29			—			346
Other associated costs		406			726			412			(18	)		1,526

Employee separation and plant closure costs		787			1,258			744			380			3,169
Inventory valuation in costs of sales		97			80			—			—			177

		884			1,338			744			380			3,346
Reserve usage		(512	)		(1,530	)		(1,369	)		(562	)		(3,973	)

Change in reserve		372			(192	)		(625	)		(182	)		(627	)
Reserves as of January 1, 2004		—			533			2,182			675			3,390

Reserve as of December 31, 2004	$	372		$	341		$	1,557		$	493		$	2,763


	Three Months Ended December 31, 2003—Reorganized Company

				Distribution			Energy &
	BioMedical			& Storage			Chemical			Corporate		Total

One-time employee termination costs	$	139		$	633		$	28		$	19	$	819
Other associated costs		9			—			113			69		191

Employee separation and plant closure costs		148			633			141			88		1,010
Reserve usage		(165	)		(721	)		(307	)		48		(1,145	)

Change in reserve		(17	)		(88	)		(166	)		136		(135	)
Reserves as of October 1, 2003		17			621			2,348			539		3,525

Reserve as of December 31, 2003	$	—		$	533		$	2,182		$	675	$	3,390

F-26

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	Nine Months Ended September 30, 2003 — Predecessor Company

				Distribution			Energy &
	BioMedical			& Storage			Chemicals			Corporate			Total

One-time employee termination costs	$	42		$	350		$	754		$	384		$	1,530
Contract termination costs		47			(1,604	)		756			97			(704	)
Other associated costs		10			8			30			8			56

Employee separation and plant closure costs		99			(1,246	)		1,540			489			882
Inventory valuation in cost of sales		16			440			—			—			456

		115			(806	)		1,540			489			1,338
Write-off due to CHEL insolvency		—			—			(2,976	)		—			(2,976	)
Reserve usage		(328	)		(1,665	)		(1,182	)		(477	)		(3,652	)

Change in reserve		(213	)		(2,471	)		(2,618	)		12			(5,290	)
Reserves as of January 1, 2003		230			3,092			4,966			527			8,815

Reserve as of September 30, 2003	$	17		$	621		$	2,348		$	539		$	3,525

NOTE E — Acquisitions

On May 16, 2005, the Company acquired 100 percent of the equity interest in Changzhou CEM Cryo Equipment Co., Ltd. (“CEM”), a foreign owned enterprise established under the laws of the People’s Republic of China. The purchase price was $13,664, consisting of cash of $12,198 and the issuance of a promissory note of $1,466 payable to the seller. The estimated fair value of the net assets acquired and goodwill at the date of acquisition was $8,894 and $4,770, respectively. For the 2005 Reorganized Period, the Company recorded a charge of $2,768 for the write-off of purchased in-process research and development that was included in the fair value of net assets acquired. CEM has been included in the Company’s Distribution and Storage operating segment and included approximately $4,100 of revenue since the Acquisition.

On February 27, 2004, the Company’s Coastal Fabrication joint venture (“Coastal Fabrication”) executed an agreement to redeem the joint venture partner’s 50 percent equity interest of $289 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, LA facility during 2004 and 2005. The $39 difference between the cash consideration paid and the value of the 50 percent equity interest was recorded by Coastal Fabrication as a reduction of certain fixed assets. As a result of the elimination of the joint venture partner and the assumption of 100 percent of control by the Company, the assets, liabilities and operating results of Coastal Fabrication are included in these consolidated financial statements subsequent to February 27, 2004.

NOTE F — Loss on Insolvent Subsidiary

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.

F-27

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Effective March 28, 2003, the Company recorded a non-cash impairment charge of $13,682 to write off its net investment in CHEL. The components of this impairment charge included:


Accounts receivable	$	2,413
Intercompany receivables		3,904
Property, plant and equipment, net		2,939
Other current assets		1,168
Accounts payable		(1,323	)
Accrued and other current liabilities		(1,302	)
Cumulative translation adjustment		3,268
Minimum pension liability		2,615

	$	13,682

NOTE G — Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:


		Successor			Reorganized
		Company			Company

		December 31,			December 31,
		2005			2004

Deferred tax assets:
	Accruals and reserves	$	7,665		$	7,355
	Pensions		2,699			3,209
	Inventory		1,288			1,490
	Other — net		3,370			4,535

	Total deferred tax assets	$	15,022		$	16,589

Deferred tax liabilities:
	Property, plant and equipment	$	5,795		$	6,218
	Intangibles		58,836			16,185

	Total deferred tax liabilities	$	64,631		$	22,403

Net deferred tax (liabilities) asset		$	(49,609	)	$	(5,814	)

The Company has not provided for income taxes on approximately $15,226 of foreign subsidiaries’ undistributed earnings as of December 31, 2005, since the earnings retained have been reinvested indefinitely by the subsidiaries. It is not practicable to estimate the additional income taxes and applicable foreign withholding taxes that would be payable on the remittance of such undistributed earnings.

Congress passed the American Jobs Creation Act in October 2004. The Act provided for a special one-time tax deduction of 85 percent of certain foreign earnings that are repatriated (as defined in the Act) in 2005. During the 2005 Reorganized Period, the Company recorded income tax expense of $156 for the repatriation of $2,970 of foreign earnings under the Act.

F-28

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

(Loss) income from continuing operations before income taxes and minority interest consists of the following:


	Successor			Reorganized Company							Predecessor
	Company										Company
								Three
	October 17,			January 1,				Months			Nine Months
	2005 to			2005 to		Year Ended		Ended			Ended
	December 31,			October 16,		December 31,		December 31,			September 30,
	2005			2005		2004		2003			2003

United States	$	(1,425	)	$	10,718	$	25,566	$	1,749		$	(13,689	)
Foreign		530			5,319		7,266		(1,823	)		5,189

	$	(895	)	$	16,037	$	32,832	$	(74	)	$	(8,500	)

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


		Successor			Reorganized Company								Predecessor
		Company											Company
										Three
		October 17,			January 1,					Months			Nine Months
		2005 to			2005 to			Year Ended		Ended			Ended
		December 31,			October 16,			December 31,		December 31,			September 30,
		2005			2005			2004		2003			2003

Current:
	Federal	$	1,476		$	6,601		$	5,224	$	—		$	(5,308	)
	State		199			1,013			928		181			158
	Foreign		227			1,806			1,879		(932	)		1,905

			1,902			9,420			8,031		(751	)		(3,245	)

Deferred:
	Federal		(2,055	)		(1,793	)		1,692		537			6,639
	State		(185	)		(161	)		166		—			664
	Foreign		(103	)		(307	)		245		89			(2,303	)

			(2,343	)		(2,261	)		2,103		626			5,000

		$	(441	)	$	7,159		$	10,134	$	(125	)	$	1,755

F-29

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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


	Successor			Reorganized Company									Predecessor
	Company												Company
										Three
	October 17,			January 1,						Months			Nine Months
	2005 to			2005 to			Year Ended			Ended			Ended
	December 31,			October 16,			December 31,			December 31,			September 30,
	2005			2005			2004			2003			2003

Income tax (benefit) expense at U.S. statutory rates	$	(313	)	$	5,691		$	11,491		$	(26	)	$	(2,683	)
State income taxes, net of federal tax benefit		129			659			612			118			102
Debt forgiveness income		—			—			—			—			(18,283	)
Credit on foreign taxes paid		(127	)		(408	)		—			—			—
Effective tax rate differential of earnings outside of U.S.		(71	)		(463	)		(488	)		(205	)		89
Federal tax benefit of foreign sales		(130	)		(648	)		(456	)		(88	)		(263	)
Non-deductible (taxable) items — goodwill and other items		71			1,203			(525	)		76			4,535
In-process research and development		—			969			—			—			—
Fresh-Start accounting adjustments and valuation allowance		—			—			—			—			22,274
Repatriation of foreign earnings					156
Resolved tax contingency		—			—			(500	)		—			(4,016	)

	$	(441	)	$	7,159		$	10,134		$	(125	)	$	1,755

For the 2005 Reorganized Period, the Company received a tax benefit of $5,818 from the exercise of stock options as a result of the Acquisition. The Company had net income tax payments (refunds) of $3,113 in the 2005 Successor Period, $11,160 in the 2005 Reorganized Period, $8,035 in 2004, $362 in the three months ended December 31, 2003, and $(1,262) in the nine months ended September 30, 2003.

NOTE H — 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 $2,400, net of taxes of $1,292, 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 classified the operating results of this business and the gain on sale as a discontinued operation on its consolidated statements of operations for the nine months ended September 30, 2003. The amount of revenue reported in discontinued operations was $8,807 for the nine months ended September 30, 2003. 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, MN Distribution and Storage manufacturing facility. These assets were sold in April 2004 for $550 and the Company recorded a loss of $11 due to selling expenses. The net proceeds from this sale were used for working capital purposes.

F-30

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

In January 2004, the Company decided to sell a building and parcel of land at its Burnsville, MN Biomedical manufacturing and office facility. In June 2004, the Company executed an agreement to sell the Burnsville facility for $4,500. Because the net sales price, estimated to be $4,175 after selling costs, was lower than the carrying value, the assets were written down to the net sales price by recording a $404 loss on sale of assets in 2004. The net proceeds from this sale were used to pay down $880 of debt outstanding under an industrial revenue bond and the remainder was used for working capital purposes.

In June 2004, the Company decided to sell a building, parcel of land and manufacturing equipment at its Plaistow, NH Distribution and Storage manufacturing and office facility. The manufacturing equipment was sold in August 2004 for $1,082 resulting in a gain on sale of assets of $549. In September 2004, the Company entered into an agreement, which expired in July 2005, to sell the idle Plaistow land and building for $3,567, net of selling costs. It was determined the net sales price per the agreement was lower than the carrying value and the Company recorded a fair value impairment loss of $386 in 2004. During the 2005 Reorganization Period, an additional $483 fair value impairment loss was recognized by the Reorganized Company as the Company entered into another agreement to sell the land and building that expired in the first quarter of 2006. At December 31, 2005 the carrying value of this property equaled $3,084. The Plaistow facility is classified as held for sale on its consolidated balance sheet as of December 31, 2005 and 2004. The Company continues to pursue the sale of the land and building and expects a sale to be completed within the next year. Net proceeds from such sale are expected to be available for working capital purposes.

NOTE I — Employee Benefit Plans

The Company has four defined benefit pension plans (the “Plans”) covering certain U.S. hourly and salary employees. As of December 31, 2005 and 2004, three of the Plans were frozen. Effective February 28, 2006, the fourth Plan was frozen. The Plans provided benefits primarily based on the participants’ years of service and compensation.

The following table sets forth the components of net periodic pension (benefit) cost for the 2005 Successor Period, the 2005 Reorganized Period, the year ended December 31, 2004, the three months ended December 31, 2003 and the nine months ended September 30, 2003 based on a December 31 measurement date.


	Successor			Reorganized Company									Predecessor
	Company												Company
										Three
	October 17,			January 1,						Months			Nine Months
	2005 to			2005 to			Year Ended			Ended			Ended
	December 31,			October 16,			December 31,			December 31,			September 30,
	2005			2005			2004			2003			2003

Service cost	$	53		$	205		$	887		$	269		$	851
Interest cost		410			1,559			2,056			534			1,515
Expected return on plan assets		(474	)		(1,807	)		(2,135	)		(472	)		(1,197	)
Amortization of net (gain) loss		—			(6	)		(48	)		—			431
Amortization of prior service cost		—			(141	)		—			—			83

Total pension (benefit) cost	$	(11	)	$	(190	)	$	760		$	331		$	1,683

F-31

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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


		Successor			Reorganized
		Company			Company

		December 31,			December 31,
		2005			2004

Change in projected benefit obligation:
January 1 projected benefit obligation		$	36,104		$	35,354
	Service cost		258			887
	Interest coat		1,969			2,056
	Benefits paid		(990	)		(943	)
	Plan Amendments		—			(2,015	)
	Actuarial losses and plan changes		63			765

December 31 projected benefit obligation		$	37,404		$	36,104

Change in plan assets:
Fair value at January 1		$	27,789		$	25,244
	Actual return		2,359			1,777
	Employer contributions		946			1,711
	Benefits paid		(990	)		(943	)

Fair value at December 31		$	30,104		$	27,789

Net amount recognized:
	Funded status of the plans	$	(7,300	)	$	(8,315	)
	Unrecognized actuarial loss (gain)		424			(874	)

Net pension liability recognized		$	(6,876	)	$	(9,189	)

Accrued benefit liability		$	(7,300	)	$	(11,106	)
Accumulated other comprehensive loss			424			1,917

Net pension liability recognized		$	(6,876	)	$	(9,189	)

The accumulated benefit obligation is equal to the projected benefit obligation at December 31, 2005 and 2004 because three of the Plans were frozen at these dates and the remaining plan was service related. A minimum pension liability adjustment was required as of December 31, 2005 and 2004 as the actuarial present value of a projected benefit obligations exceeded plan assets and accrued pension liabilities.

At December 31, 2005, the Company’s consolidated net pension liability recognized was $6.9 million, a decrease of $2.3 million from December 31, 2004. The decrease is primarily due to an increase in the fair value of plan assets during 2005 and the recognition of the net unamortized gain at the Closing Date of the Acquisition in accordance with SFAS 141 “Business Combinations”.

F-32

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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


		Successor												Predecessor
		Company			Reorganized Company									Company

											Three			Nine
		October 17,			January 1,						Months			Months
		2005 to			2005 to			Year Ended			Ended			Ended
		December 31,			October 16,			December 31,			December 31,			September 30,
		2005			2005			2004			2003			2003

United States Plans
	Discount rate		5.50	%		5.75	%		5.75	%		6.25	%		6.50	%
	Weighted average rate of increase in compensation		*			3.00	%		4.00	%		4.00	%		4.00	%
	Expected long-term weighted average rate of return on plan assets		8.25	%		8.25	%		8.25	%		8.25	%		8.25	%


*	No longer applicable as Plans were frozen and participants are no longer accruing benefits.

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. 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 Plans held 2,540 shares of the Reorganized Company’s common stock with fair values of $124 and $67 at December 31, 2004 and 2003, respectively, and did not receive any dividends on these shares during 2004 or 2003. 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

				Successor			Reorganized
				Company			Company
	Target			2005			2004

Stocks		64	%		57	%		57	%
Fixed income funds		34	%		41	%		41	%
Cash and cash equivalents		2	%		2	%		2	%

Total		100	%		100	%		100	%

F-33

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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 $1,263 to its defined benefit pension plans in 2006 and expects the following benefit payments to be paid by the plans:


2006	$	1,176
2007		1,263
2008		1,327
2009		1,432
2010		1,578

	$	6,776

The Company presently makes contributions to one bargaining unit supported multi-employer pension plans resulting in expense of $78 for the 2005 Successor Period, $282 for the 2005 Reorganized Period, $313 for the year ended December 31, 2004, $110 for the three months ended December 31, 2003 and $199 for the nine months ended September 30, 2003. As part of the closure of Plaistow, NH facility in 2004, the Company withdrew from the multi-employer plan upon final termination of all employees at such facility. The Company has recorded a related estimated withdrawal liability of $170 at December 31, 2005 and 2004. Any additional liability over this accrued amount 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 a defined contribution savings plan that covers most of its U.S. employees. Company contributions to the plan are based on employee contributions, and a Company match and discretionary contributions. Expenses under the plan totaled $517 for the 2005 Successor Period, $2,188 for the 2005 Reorganized Period, $1,483 for the year ended December 31, 2004, $313 for the three months ended December 31, 2003 and $1,118 for the nine months ended September 30, 2003.

NOTE J — Stock Option Plans

In November 2005, 2,208 New Options were granted to certain management employees of the Company, under the 2005 Stock Incentive Plan, to purchase shares of the Successor Company’s common stock at an exercise price of $6.41 per share. In addition, certain members of management rolled over 610 options from the Reorganized Company’s 2004 Plan at an exercise price of $3.50 per share.

The New Options are exercisable for a period of ten years and have two different vesting schedules. 779 of the New Options are time-based (“Time-based Options”) and vest annually in equal installments over a five year period, and 1,429 of the New Options are performance-based (“Performance-based Options”) and vest based upon specified actual returns on First Reserve’s investment in the Company. In addition, 567 of the Rollover Options were vested on the Closing Date of the Acquisition and 43 unvested Rollover Options vest upon the performance criteria of the Company’s 2004 Plan. As of March 22, 2006, 595 of the Rollover Options were vested. 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. As of December 31, 2005, there were 2,818 vested and unvested options outstanding. For the 2005 Successor Period, $437 of stock-based compensation expense was recognized for the New Options and the Rollover Options. At December 31, 2005, the unrecognized total share-based compensation expense to be recorded over the next five years related to non-vested awards is $2,716.

The fair value of the New Options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rate of 4.8 percent; dividend yields of 0.0 percent; volatility factors of the expected market price of the Company’s common shares of

F-34

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

47.0 percent; and a weighted-average expected life of 7.5 years for the options. Volatility was calculated using an average of the Reorganized Company’s historical closing stock price on the OTCBB from October 2, 2003 to October 14, 2005. Stock-based compensation expense for the Time-based Options is recorded on a straight-line basis over the vesting period.

On October 17, 2005, in conjunction with the Acquisition, all of the unvested 2004 Options under the Reorganized Company’s 2004 Plan were vested upon the change of control, except for 43 Rollover Options. The Reorganized Company’s 2004 Options are described further below. As a result of normal vesting and the change in control, $9,508 of share-based compensation expense was recognized for the 2005 Reorganized Period.

On March 19, 2004, the Reorganized Company granted 436 of 2004 Options to purchase shares of the Company’s common stock 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. These 2004 Options were accounted for under the intrinsic value method of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). These non-qualified stock options were exercisable for a period of 10 years and have two different vesting schedules: 320 options were scheduled to vest in equal annual installments over a four-year period and 116 options were scheduled to vest over a 45-month period, which commenced April 1, 2004, based upon the achievement of specific operating performance goals during that 45-month period as determined by the Compensation Committee of the Board of Directors. The 320 2004 Options on the time-based vesting schedule were accounted for as a fixed compensatory plan under APB 25. For these options, the Company expected to record $4,313 as compensation expense over the vesting period based on the $14.11 difference between the closing market price and the exercise price on the date of grant. The 116 2004 Options on the performance-based vesting schedule were accounted for as a variable compensatory plan under APB 25. For these options, the Company recorded compensation expense over the vesting period based upon the difference between the closing market price of the Company’s stock and the exercise price at each balance sheet measurement date, and the Company’s estimate of the number of options that will ultimately vest based upon actual and estimated performance in comparison to the performance targets.

During 2004, 14 options on the time-based vesting schedule and 14 options on the performance-based vesting schedule were cancelled due to the resignation of eligible employees, and 42 additional 2004 Options on the time-based vesting schedule and 30 additional 2004 Options on the performance-based vesting schedule were issued at the closing market price on the date of grant to then new eligible employees and non-employee members of the Company’s Board of Directors. The 42 2004 Options with the time-based vesting schedule were accounted for as a fixed plan under APB 25. For these options, the Company recorded no compensation expense, since the exercise price was equal to the market price at the date of grant. The 30 Options with the performance-based vesting schedule were accounted for as a variable compensatory plan under APB 25 and the Company recorded compensation expense using the same method as the initial 116 performance-based options. As of December 31, 2004, there were 480 options outstanding. For the year ended December 31, 2004, the Company recognized $1,998 of stock-based compensation expense.

F-35

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Certain information for the 2005 Successor Company and the year ended December 31, 2004, relative to the Successor Company’s and Reorganized Company’s stock option plans is summarized below:


	Successor Company				Reorganized Company
	December 31, 2005				December 31, 2004

			Weighted					Weighted
			Average					Average
	Number		Exercise		Number			Exercise
	of Shares		Price		of Shares			Price

Outstanding balance at beginning of period		—	$	—		—		$	—
Rollover		610		3.50		—			—
Granted		2,208		6.41		508			18.04
Expired or canceled		—		—		(28	)		13.89

Outstanding at end of period		2,818	$	5.78		480		$	18.28

Exercisable at end of year *		567	$	3.50		104

Weighted-average fair value of options granted during the year	$	37.03			$	—

Participants at end of year		32				34

Available for future grant at end of year		68				75


*	Remaining contractual term of 8 years and 3 months.

NOTE K — Lease Commitments

The Company incurred $717, $2,665, $3,478, $974 and $3,756 of rental expense under operating leases for the 2005 Successor Period, the 2005 Reorganized Period, the year ended December 31, 2004, the three months ended December 31, 2003 and the nine months ended September 30, 2003. Certain leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases are recognized on a straight-line basis over the minimum lease term. In addition, the Company has the right, but no obligation, to renew certain leases for various renewal terms. At December 31, 2005, future minimum lease payments for non-cancelable operating leases for the next five years total $8,547 and are payable as follows: 2006 — $2,040; 2007 — $1,855; 2008 — $1,713; 2009 — $1,600; and 2010 — $1,339.

NOTE L — Contingencies


	*Environmental*

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, 2005 and 2004, the Company had undiscounted accrued environmental reserves of $6,608 and $6,460, 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 and circumstances regarding each facility.

F-36

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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 8 to 14 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 remediation 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.


	*Appraisal Rights*

In conjunction with the Acquisition and the Notice of Merger dated October 25, 2005, certain of the former shareholders of the Reorganized Company representing 244,180 shares of common stock, gave notice of their right under Delaware General Corporation Law to exercise appraisal rights. In February 2006, before the former shareholders filed suit in court under Delaware General Corporation Law, the Company settled this appraisal rights matter by paying additional proceeds to these former shareholders of $0.5 million. This settlement amount was accrued at December 31, 2005.


	*CHEL*

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 La Crosse, WI facility. On March 28, 2003, CHEL filed for a voluntary administration under the United Kingdom (“U.K.”) Insolvency Act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. Additionally, the Company received information that indicated that CHEL’s net pension plan obligations had increased significantly primarily due to a decline in plan asset values and interest rates as well as increased plan liabilities, resulting in an estimated plan deficit of approximately $12.0 million as of March 2003. 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. Since CHEL was unable to fund its net pension deficit, pay remaining severance due to former employees, or pay other creditors, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a U.K. pension regulatory board. That board approved the wind-up as of March 28, 2003.

The Company does not believe that it is legally obligated to fund the net pension deficit of the CHEL pension plan because CHEL, which is no longer one of the Company’s consolidated subsidiaries, was the sponsor of the pension plan and the entity with primary responsibility for the plan. In addition, the Company considered itself and its consolidated subsidiaries legally released from being the primary obligor of any CHEL liabilities. Further, at the time the insolvency administrator assumed control of CHEL, the Company no longer had control of the assets or liabilities of CHEL. As a result, in March 2003, the Company wrote-off its net investment in CHEL. In addition, any claims of CHEL against the Company were discharged in bankruptcy as part of the Company’s Reorganization Plan.

While no claims presently are pending against the Company related to CHEL’s insolvency, persons impacted by the insolvency or others could bring a claim against the Company asserting that the Company is directly responsible for pension and benefit related liabilities of CHEL. Although the Company would contest any claim of this kind, it can provide no assurance that claims will not be asserted against it in the future. To the extent the Company has a significant liability related to CHEL’s insolvency and pension wind-up, satisfaction of that liability could have a material adverse impact on the Company’s liquidity, results of operations and financial position.

F-37

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	*Chapter 11 Reorganization*

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 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 Company has resolved all proofs of claim asserted in the bankruptcy proceedings, including the settlement in July 2005 of a finders’ fee claim in the amount of $1.1 million asserted by a former shareholder of the Company, against which the Company had filed an objection in the Bankruptcy Court. The Company expects to move forward to close these proceedings in 2006.


	*Performance Under Contracts*

The Company 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.


	*Legal Proceedings*

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.

NOTE M — Reporting Segments

The Company’s structure of its internal organization is divided into the following three reportable segments: Energy and Chemicals, Distribution and Storage, and BioMedical. 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 Energy and Chemicals segment sells heat exchangers, cold boxes and liquefied natural gas vacuum insulated pipe to natural gas, petrochemical processing and industrial gas companies who use them for the liquefaction and separation of natural and industrial gases. The Distribution and Storage segment sells cryogenic bulk storage systems, cryogenic packaged gas systems, cryogenic systems and components, beverage liquid CO ₂ systems and cryogenic services to various companies for the storage and transportation of both industrial and natural gases. The BioMedical segment sells medical respiratory products, biological storage systems and magnetic resonance imaging cryostat components. Due to the nature of the products that each operating segment sells, there are no inter-segment sales. The Company moved the management and reporting of the LNG alternative fuel systems product line from the Energy and Chemicals segment to the Distribution and Storage segment effective December 31, 2004. All segment information for all periods presented has been restated to conform to this presentation. Corporate headquarters includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, risk management and stock-based compensation expense that are not allocated to the reportable segments.

F-38

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

The Company evaluates performance and allocates resources based on operating income or loss from continuing operations before 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:


	Successor Company

	October 17, 2005 to December 31, 2005

	Reportable Segments

	Energy and		Distribution
	Chemicals		and Storage			BioMedical		Corporate			Total

Revenues from external customers	$	34,135	$	47,832		$	15,685	$	—		$	97,652
Employee separation and plant closure costs (benefit)		52		(18	)		19		86			139
Depreciation and amortization expense		1,424		2,152			458		54			4,088
Operating income (loss)		5,092		3,947			714		(4,683	)		5,070
Total assets(B)(C)		177,915		341,644			93,929		28,318			641,806
Capital expenditures		877		3,338			1,255		131			5,601


	Reorganized Company

	January 1, 2005 to October 16, 2005

	Reportable Segments

	Energy and		Distribution
	Chemicals		and Storage		BioMedical		Corporate			Total

Revenues from external customers	$	86,920	$	161,329	$	57,248	$	—		$	305,497
Employee separation and plant closure costs (benefit)		129		506		540		(118	)		1,057
Depreciation and amortization expense		931		3,694		1,901		282			6,808
Operating income (loss)		13,717		27,005		8,343		(28,206	)		20,859
Total assets(B)(D)		85,203		151,404		99,001		7,499			343,107
Capital expenditures		2,817		5,878		1,490		853			11,038


	Reorganized Company

	Year Ended December 31, 2004

	Reportable Segments

	Energy and			Distribution
	Chemicals			and Storage		BioMedical		Corporate			Total

Revenues from external customers	$	69,609		$	162,508	$	73,459	$	—		$	305,576
Employee separation and plant closure costs		744			1,258		787		380			3,169
Depreciation and amortization expense		1,180			2,614		1,386		3,310			8,490
Equity expense in joint venture		(51	)		—		—		—			(51	)
Operating income (loss)		11,545			27,951		14,208		(16,625	)		37,079
Total assets(B)(D)		65,212			118,555		100,768		22,545			307,080
Capital expenditures		1,681			4,643		2,357		698			9,379

F-39

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	Reorganized Company

	Three Months Ended December 31, 2003

	Reportable Segments

	Energy and			Distribution
	Chemicals			and Storage		BioMedical			Corporate			Total

Revenues from external customers	$	15,699		$	37,863	$	15,008		$	—		$	68,570
Employee separation and plant closure costs		141			633		148			88			1,010
Depreciation and amortization expense		356			991		791			87			2,225
Equity expense in joint venture		(41	)		—		—			—			(41	)
Operating income (loss)(A)		3,298			1,613		(479	)		(3,512	)		920
Total assets(B)(D)		62,558			105,508		105,127			26,444			299,637
Equity investment in joint venture		340			—		—			—			340
Capital expenditures		42			476		—			—			518


	Predecessor Company

	Nine Months Ended September 30, 2003

	Reportable Segments

	Energy and			Distribution
	Chemicals			and Storage			BioMedical		Corporate			Total

Revenues from external customers	$	42,910		$	102,469		$	51,638	$	—		$	197,017
Employee separation and plant closure costs (benefit)		1,540			(1,246	)		99		489			882
Depreciation and amortization expense		934			4,639			1,505		529			7,607
Loss on insolvent subsidiary		13,682			—			—		—			13,682
Operating income (loss)(A)		(8,694	)		9,112			12,381		(14,736	)		(1,937	)
Total assets(B)(D)		59,307			105,147			109,196		39,272			312,922
Equity investment in joint venture		381			—			—		—			381
Capital expenditures		138			1,573			196		—			1,907


(A)		Corporate operating loss for the nine months ended September 30, 2003 includes $6,046 of professional fees incurred by the Company related to its debt restructuring activities.

(B)		Corporate assets at December 31, 2005, October 16, 2005, December 31, 2004, December 31, 2003 and September 30, 2003 consist primarily of cash and cash equivalents and deferred income taxes.

(C)		Total assets at December 31, 2005 includes goodwill of $72,833, $128,653 and $35,256 for the Energy and Chemicals, Distribution and Storage, and BioMedical segments, respectively.

(D)		Total assets at October 16, 2005, December 31, 2004, December 31, 2003 and September 30, 2003 includes goodwill of $31,648, $2,787 and $40,675 for the Energy and Chemicals, Distribution and Storage, and BioMedical segments, respectively.

F-40

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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:


		Successor												Predecessor
		Company			Reorganized Company									Company

		October 17,			January 1,						Three			Nine
		2005			2005			Year			Months			Months
		to			to			Ended			Ended			Ended
		December 31,			October 16,			December 31,			December 31,			September 30,
		2005			2005			2004			2003			2003

Operating income (loss) from continuing operations		$	5,070		$	20,859		$	37,079		$	920		$	(1,937	)
Other income (expense):
	Interest expense, net		(5,565	)		(4,192	)		(4,760	)		(1,390	)		(9,911	)
	Financing costs amortization		(308	)		—			—			—			(1,653	)
	Derivative contracts valuation income (expense)		9			28			48			46			(389	)
Foreign currency gain (loss)			(101	)		(659	)		465			350			(287	)
Reorganization items, net			—			—			—			—			5,677

(Loss) income from continuing operations before income taxes and minority interest		$	(895	)	$	16,036		$	32,832		$	(74	)	$	(8,500	)

F-41

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


		Successor								Predecessor
		Company		Reorganized Company						Company

		October 17,		January 1,				Three		Nine
		2005		2005		Year		Months		Months
		to		to		Ended		Ended		Ended
		December 31,		October 16,		December 31,		December 31,		September 30,
		2005		2005		2004		2003		2003

Product Revenue Information:
Energy and Chemicals Segment
	Heat exchangers	$	22,218	$	52,702	$	48,091	$	10,975	$	31,430
	Cold boxes and LNG VIP		11,917		34,218		21,518		4,724		11,480

			34,135		86,920		69,609		15,699		42,910

Distribution and Storage Segment
	Cryogenic bulk storage systems		22,626		70,180		73,118		17,950		43,248
	Cryogenic packaged gas systems and beverage liquid CO ₂ systems		18,150		65,713		59,706		13,447		41,677
	Cryogenic systems and components		2,862		11,571		14,767		3,798		8,424
	Cryogenic services		4,194		13,865		14,917		2,668		9,120

			47,832		161,329		162,508		37,863		102,469

BioMedical Segment
	Medical products and biological storage systems		13,355		48,488		62,873		12,337		41,355
	MRI components and other		2,330	$	8,760		10,586		2,671		10,283

			15,685		57,248		73,459		15,008		51,638

Total Sales		$	97,652	$	305,497	$	305,576	$	68,570	$	197,017


	Successor Company												Reorganized
					Predecessor Company								Company

	October 17,				January 1,						Three		Nine
	2005				2005		Year				Months		Months
	to				to		Ended				Ended		Ended
	December 31,				October 16,		December 31,				December 31,		September 30,
	2005				2005		2004				2003		2003

			Long-Lived						Long-Lived
Geographic Information:	Revenues		Assets		Revenues		Revenues		Assets		Revenues		Revenues

United States	$	75,692	$	398,576	$	233,669	$	233,466	$	156,181	$	52,828	$	155,451
Czech Republic		12,829		27,944		42,645		43,163		5,494		10,205		20,406
Other Non-U.S. Countries		9,131		42,222		29,183		28,947		6,016		5,537		21,160

Total	$	97,652	$	468,742	$	305,497	$	305,576	$	167,691	$	68,570	$	197,017

F-42

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Note N — Quarterly Data (Unaudited)

Selected quarterly data for the years ended December 31, 2005 and 2004 are as follows:


	Year Ended December 31, 2005

										Successor
	Reorganized Company									Company

	First		Second		Third		Fourth			Fourth
	Quarter		Quarter		Quarter		Quarter(a)			Quarter(a)

Sales	$	85,170	$	99,721	$	105,787	$	14,819		$	97,652
Gross Profit		24,898		29,932		30,101		3,282			21,919
Employee separation and plant closure costs		604		201		200		52			139
Operating Income		9,893		15,332		12,505		(16,871	)		5,070
Net Income		5,795		8,658		7,228		(12,823	)		(506	)


(a)		The fourth quarter for the Reorganized Company is the period October 1, 2005 to October 16, 2005 and the fourth quarter for the Successor Company is the period October 17, 2005 to December 31, 2005.


	Year Ended December 31, 2004

	Reorganized Company

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Total

Sales	$	68,782		$	74,665		$	76,380		$	85,749		$	305,576
Gross Profit		21,831			22,136			23,687			26,152			93,806
Employee separation and plant closure costs		(964	)		(776	)		(618	)		(811	)		(3,169	)
Operating Income		7,804			7,809			9,775			11,691			37,079
Net Income		4,034			4,223			6,924			7,419			22,600

NOTE O — Subsequent Events

In February 2006, the Company paid $1,498, including fees to acquire the remaining 4.3% of minority interest in Chart Ferox, a.s. The Company expects to own a 100% interest in Chart Ferox, a.s. during 2006, subject to Czech Republic court approval.

F-43

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)


		March 31,		December 31,
		2006		2005

		(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	19,462	$	15,433
	Accounts receivable, net		64,237		62,463
	Inventories, net		53,596		53,132
	Unbilled contract revenue		32,440		23,813
	Other current assets		17,272		15,139
	Assets held for sale		3,084		3,084

Total current assets			190,091		173,064
Property, plant and equipment, net			66,205		64,265
Goodwill			236,810		236,742
Identifiable intangible assets, net			150,495		154,063
Other assets, net			12,882		13,672

TOTAL ASSETS		$	656,483	$	641,806


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable	$	38,130	$	34,435
	Customer advances and billings in excess of contract revenue		40,166		26,741
	Accrued expenses and other current liabilities		36,648		41,001
	Short-term debt		1,513		2,304

Total current liabilities			116,457		104,481
Long-term debt			340,000		345,000
Other long-term liabilities			75,880		75,995
Shareholder’s equity:
	Common stock, par value $.01 per share — 9,500,000 shares authorized, 7,952,180 shares issued and outstanding at March 31, 2006 and December 31, 2005		80		80
	Additional paid-in capital		117,625		117,304
	Retained earnings (deficit)		5,539		(506	)
	Accumulated other comprehensive income (loss)		902		(548	)

			124,146		116,330

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY		$	656,483	$	641,806

The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

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

F-44

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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


		Successor			Reorganized
		Company			Company

		Three Months			Three Months
		Ended			Ended
		March 31, 2006			March 31, 2005

Sales		$	120,840		$	85,170
Cost of sales			83,853			60,532

Gross profit			36,987			24,638
Selling, general and administrative expenses			21,039			14,401
Employee separation and plant closure costs			162			604

			21,201			15,005
Operating income			15,786			9,633
Other income (expense):
	Interest expense, net		(6,545	)		(1,023	)
	Financing costs amortization		(370	)		—
	Derivative contracts valuation income		—			38
	Foreign currency gain (loss)		148			(21	)

			(6,767	)		(1,006	)

Income from operations before income taxes and minority interest			9,019			8,627
Income tax expense			2,980			3,071

Income from operations before minority interest			6,039			5,556
Minority interest, net of taxes			(6	)		21

Net income		$	6,045		$	5,535

Net income per share—basic		$	0.76		$	1.03

Net income per share—diluted		$	0.73		$	0.99

Weighted average number of common shares outstanding—basic			7,952			5,358

Weighted average number of common shares outstanding—diluted			8,285			5,609

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

F-45

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)


		Successor			Reorganized
		Company			Company

		Three Months			Three Months
		Ended			Ended
		March 31, 2006			March 31, 2005

OPERATING ACTIVITIES
Net income		$	6,045		$	5,535
Adjustments to reconcile net income to net cash provided by (used in) operating activities
	Depreciation and amortization		4,824			1,944
	Employee stock and stock option related compensation expense		321			592
	Financing costs amortization		370			—
	Other non-cash operating activities		(159	)		155
Changes in assets and liabilities:
	Accounts receivable		(3,840	)		25
	Inventories		30			(4,261	)
	Unbilled contract revenue and other current assets		(9,486	)		(9,057	)
	Accounts payable and other current liabilities		998			676
	Customer advances and billings in excess of contract revenue		13,224			328

	Net cash provided by (used in) operating activities		12,327			(4,063	)
INVESTING ACTIVITIES
	Capital expenditures		(2,566	)		(1,734	)
	Other investing activities		—			105

	Net cash used in investing activities		(2,566	)		(1,629	)
FINANCING ACTIVITIES
	Borrowings on revolving credit facilities		—			1,029
	Payments on revolving credit facilities		(839	)		(1,029	)
	Principal payments on long-term debt		(5,000	)		(651	)
	Other financing activities		—			27

	Net cash used in financing activities		(5,839	)		(624	)
Net increase (decrease) in cash and cash equivalents			3,922			(6,316	)
Effect of exchange rates on cash			107			204
Cash and cash equivalents at beginning of period			15,433			14,814

Cash and cash equivalents at end of period		$	19,462		$	8,702

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

F-46

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006

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

NOTE A — Basis of Preparation

The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior year amounts have been reclassified to conform to the current year presentation. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

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

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

Nature of Operations: The Company, a wholly-owned indirect subsidiary of First Reserve Fund X, L.P., is a leading global supplier of standard and custom-engineered products and systems serving a wide variety of low-temperature and cryogenic applications. As of April 30, 2006, the Company was no longer a wholly-owned indirect subsidiary of First Reserve upon the issuance of shares of common stock to certain members of management. See Note I for further disclosure regarding the issuance of common stock. 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. The Company has domestic operations located in seven states, including its principal executive offices located in Garfield Heights, Ohio, and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom.

Basis of Presentation: The consolidated financial statements have been adjusted as of March 31, 2006 and December 31, 2005 and for the three months ended March 31, 2006 to give effect to the 4.6263-for-one stock split of the Company’s common stock, and related adjustments to its capital structure and stock options to be effected upon the completion of the Company’s planned initial public offering. On August 2, 2005, the Company entered into an agreement and plan of merger (“Merger Agreement”) with First Reserve Fund X, L.P. (“First Reserve”) and CI Acquisition, Inc. (a wholly-owned subsidiary of First Reserve). The Merger Agreement provided for the sale of shares of common stock of the Company to CI Acquisition (the “Stock Purchase”) and the merger of CI Acquisition with and into the Company (which is referred to after the merger as the “Successor Company”), with the Company surviving the merger as a wholly-owned indirect subsidiary of First Reserve. On October 17, 2005, the merger and Stock Purchase (the “Acquisition”) took place under the terms of the Merger Agreement (“Closing Date”). The Acquisition was accounted for at October 17, 2005 in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”.

These financial statements and accompanying notes for the three months ended March 31, 2006 are for the Successor Company and the three months ended March 31, 2005 are for the Reorganized Company, as defined in the notes to the December 31, 2005 audited financial statements.

F-47

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

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


	March 31,		December 31,
	2006		2005

Raw materials and supplies	$	27,721	$	26,385
Work in process		12,594		13,003
Finished goods		13,281		13,744

	$	53,596	$	53,132

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. 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. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital requirements.


		Successor			Reorganized
		Company			Company

		Three Months			Three Months
		Ended			Ended
		March 31, 2006			March 31, 2005

Balance as of January 1		$	3,598		$	2,812
	Warranty expense		875			478
	Warranty usage		(713	)		(532	)

Balance as of March 31		$	3,760		$	2,758

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

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 on an annual basis. Under SFAS No. 142, a company determines the fair value of any indefinite lived intangible assets, compares the fair value to its carrying value and records an impairment loss if the carrying value exceeds its fair value. Goodwill is tested utilizing a two-step approach. After recording any impairment losses for indefinite lived intangible assets, a company is required to determine the fair value of each reporting unit and compare the fair value to its carrying value,

F-48

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

including goodwill, of such reporting unit (step one). If the fair value exceeds the carrying value, no impairment loss would be recognized. If the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit may be impaired. The amount of the impairment, if any, would then be measured in step two, which compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.

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


				As of March 31, 2006					As of December 31, 2005
		Weighted
		Average		Gross					Gross
		Estimated		Carrying		Accumulated			Carrying		Accumulated
		Useful Life		Amount		Amortization			Amount		Amortization

Finite-lived assets:
	Unpatented technology		9 years	$	9,400	$	(517	)	$	9,400	$	(235	)
	Patents		10 years		8,138		(544	)		8,138		(298	)
	Product names		20 years		940		(22	)		940		(10	)
	Backlog		14 months		5,440		(2,287	)		5,440		(1,110	)
	Non-compete agreements		3 years		1,344		(392	)		1,344		(280	)
	Licenses and certificates		18 months		48		(28	)		48		(20	)
	Customer relations		13 years		96,906		(3,211	)		96,906		(1,480	)

				$	122,216	$	(7,001	)	$	122,216	$	(3,433	)

Infinite-lived intangible assets:
	Goodwill			$	236,810				$	236,742
	Trademarks and trade names				35,280					35,280

				$	272,090				$	272,022

Amortization expense for finite-lived intangible assets was $3,568 and $702 for the three months ended March 31, 2006 and 2005, respectively, and annually is estimated to be approximately $13,900 for 2006 and $9,600 for fiscal years 2007 through 2009.

Employee Stock Options: On October 17, 2005, the Company adopted SFAS No. 123(R) “Share-Based Payments”, using the modified prospective method, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Prior to the adoption of SFAS No. 123(R), the Company followed the intrinsic value method of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for its employee stock options.

In November 2005 and March 2006, the Successor Company granted 2,208 and 101 stock options (“New Options”), respectively, under the 2005 Stock Incentive Plan (“Stock Incentive Plan”) to certain management employees. In addition, in October 2005 under the Company’s 2004 Stock Option and Incentive Plan (“2004 Plan”) certain management employees rolled over 610 stock options (“Rollover Options”). The New Options are exercisable for a period of ten years and have two different vesting schedules. The time-based options (“Time-based Options”) vest annually in equal installments over a five-year period and the performance-based (“Performance-based Options”) vest based upon specified actual returns on First Reserve’s investment in the Company. Furthermore, certain of the Rollover Options were vested on the Closing Date of the Acquisition and the remaining unvested Rollover Options vest based upon the

F-49

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

performance criteria as outlined in the 2004 Plan and related option agreements. In April 2006, the Board of Directors took action to vest all remaining Rollover Options that had not previously vested and, accordingly, recorded a charge of $159 to accelerate the unrecognized compensation expense related to such options. The New Options and Rollover Options generally may not be transferred, and any shares of stock that are acquired upon exercise of the New Options or Rollover 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. The Company’s policy is to issue authorized shares upon the exercise of any stock options. In addition, all of the 2004 stock options (“2004 Options”) of the Reorganized Company, except for the Rollover Options described above, were deemed to be exercised in conjunction with the Acquisition on October 17, 2005.

As of March 31, 2006, there were 815 Time-based Options and 1,494 Performance-based Options outstanding under the Stock Incentive Plan. As of March 31, 2005, there were 346 time-based options and 132 performance-based options outstanding under the 2004 Plan. For the three months ended March 31, 2006, the Company recorded $321 in compensation expense related to the Time-based Options. For the three months ended March 31, 2005, the Company recorded $270 in compensation expense related to the time-based options and $322 related to the performance-based options. As of March 31, 2006, the total share-based compensation expense expected to be recognized over the weighted average period of 4.5 years is $2,395.

The Company’s 2005 pro forma disclosure showing the estimated fair value of employee stock options, amortized to expense over their vesting periods, is as follows:


	Three Months Ended
	March 31,
	2005

Reported net income	$	5,535
Add: Share-based employee compensation expense included in reported net income, net of related tax effect		391
Deduct: Total share-based employee compensation expense determined under the fair value method for all awards, net of related tax effect		(661	)

Pro-forma net income	$	5,265

Basic earnings per share:
Reported net income	$	1.03
Add: Share-based employee compensation expense included in reported net income, net of related tax effect		0.07
Deduct: Total share-based employee compensation expense determined under the fair value method for all awards, net of related tax effect		(0.12	)

Pro forma net income	$	0.98

NOTE B — Debt and Credit Arrangements

In connection with the Acquisition, the Company entered into a $240,000 senior secured credit facility (the “Senior Credit Facility”) and completed a $170,000 offering of 9 ¹ / 8 % senior subordinated notes (the “Subordinated Notes”). The Company repaid the then existing credit facility of the Reorganized Company and certain other debt on or before October 17, 2005, the Closing Date of the Acquisition. The Senior Credit Facility consists of $180,000 term loan facility (the “Term Loan”) and a $60,000 revolving credit facility (the “Revolver”), of which $35,000 may be used for letters of credit extending beyond one year from their date of issuance. The Term Loan and the Subordinated Notes were fully funded on the Closing Date. The Term Loan matures on October 17, 2012 and the Revolver matures on October 17, 2010. As a result of two $5,000

F-50

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

voluntary principal prepayments made in December 2005 and March 2006, the Term Loan requires quarterly principal payments commencing in March 2011 and a remaining balloon payment on the maturity date. Future principal payments may be adjusted for any voluntary prepayments. The interest rate under the Senior Credit Facility is, at the Company’s option, the Alternative Base Rate (“ABR”) plus 1.0% or LIBOR plus 2.0% on the Term Loan and ABR plus 1.5% or LIBOR plus 2.5% on the Revolver. The applicable interest margin on the Revolver could decrease based upon the leverage ratio calculated at each fiscal quarter end. In addition, the Company is required to pay an annual administrative fee of $100, a commitment fee of 0.5% on the unused Revolver balance, a letter of credit participation fee of 2.5% per annum on the letter of credit exposure and a letter of credit issuance fee of 0.25%. The obligations under the Secured Credit Facility are secured by substantially all of the assets of the Company and its U.S. Subsidiaries and 65% of the capital stock of the Company’s non-U.S. Subsidiaries.

The Subordinated Notes are due in 2015 with interest payable semi-annually on April 15th and October 15th. Any of the Subordinated Notes may be redeemed solely at the Company’s option beginning on October 15, 2010. The initial redemption price is 104.563% of the principal amount, plus accrued interest. Also, any of the notes may be redeemed solely at the Company’s option at any time prior to October 15, 2010, plus accrued interest and a “make-whole” premium. In addition, before October 15, 2008, up to 35% of the Subordinated Notes may be redeemed solely at the Company’s option at a price of 109.125% of the principal amount, plus accrued interest, using the proceeds from sales of certain kinds of capital stock. The Subordinated Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company, including the Senior Credit Facility, pari passu in right of payment with all future senior subordinated indebtedness of the Company, senior in right of payment with any future indebtedness of the Company that expressly provided for its subordination to the Subordinated Notes, and unconditionally guaranteed jointly and severally by substantially all of the Company’s U.S. Subsidiaries.

The Senior Credit Facility agreement and provisions of the indenture governing the Subordinated Notes contain a number of customary covenants, including but not limited to restrictions on the Company’s ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-bank transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations, pay dividends and distributions, and make capital expenditures. The Senior Credit Facility also includes covenants relating to leverage and interest coverage. As of March 31, 2006, there was $170,000 outstanding under the Term Loan, $170,000 outstanding under the Subordinated Notes and letters of credit and bank guarantees totaling $24,884 supported by the Revolver.

Chart Ferox, a.s. (“Ferox”), a majority-owned subsidiary of the Company, maintains secured revolving credit facilities with borrowing capacity, including overdraft protection, of up to $9,600, of which $4,400 is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in Czech Korunas, Euros and U.S. dollars. Borrowings in Koruna are at PRIBOR, borrowings in Euros are at EUROBOR and borrowings in U.S. dollars are at LIBOR, each with a fixed margin of 0.6 percent. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facilities in respect to the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75% on the face amount of each guarantee. Ferox’s land and buildings and accounts receivable secure $4,600 and $2,500, respectively, of the revolving credit facilities. As of March 31, 2006, there were $1,739 of bank guarantees supported by the Ferox revolving credit facilities.

F-51

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

NOTE C — Earnings per Share

The following table presents calculations of income per share of common stock:


	Successor		Reorganized
	Company		Company

	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2006		2005

Net income	$	6,045		5,535

Net income per common share — basic	$	0.76	$	1.03
Net income per common share — diluted	$	0.73	$	0.99
Weighted average number of common shares outstanding — basic		7,952		5,358
Incremental shares issuable upon assumed exercise of stock warrants		26		55
Incremental shares issuable upon assumed conversion and exercise of stock options		307		196

Total shares — diluted		8,285		5,609

For the purposes of computing diluted earnings per share, weighted average common share equivalents do not include 781 and 11 stock options for the three months ended March 31, 2006 and 2005, respectively, as the effect would be anti-dilutive.

NOTE D — Comprehensive Income (Loss)

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


	March 31,			December 31,
	2006			2005

Foreign currency translation adjustments	$	1,164		$	(286	)
Minimum pension liability adjustments, net of tax of $162		(262	)		(262	)

	$	902		$	(548	)

Comprehensive income for the three months ended March 31, 2006 and 2005 was $7,495 and $4,706, respectively.

NOTE E — Employee Separation and Plant Closure Costs

For the three months ended March 31, 2006, the Company recorded employee separation and plant closure costs of $162 primarily related to the closure of the Distribution and Storage segment’s idle Plaistow, New Hampshire facility. For the three months ended March 31, 2005, the Company recorded employee separation and plant closure costs of $604 related to the closure of the BioMedical facility in Burnsville, Minnesota and relocation of the manufacturing operation to Canton, Georgia, closure of the Distribution and Storage segment’s idle facility in Plaistow, New Hampshire, and general headcount reductions throughout the Company. During the three months ended March 31, 2005, the Company also recorded a non-cash inventory valuation charge of $99 that is included in cost of sales for the write-off of inventory at the Biomedical facility in Burnsville, Minnesota.

F-52

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

The following tables summarize the Company’s employee separation and plant closure costs activity for the three months ended March 31, 2006 and 2005:


	Successor Company

	Three Months Ended March 31, 2006

	Energy &			Distribution &
	Chemicals			Storage			BioMedical			Total

One-time employee termination costs	$	—		$	—		$	—		$	—
Other associated costs		9			153			—			162

Employee separation and plant closure costs		9			153			—			162
Inventory valuation in cost of sales		—			—			—			—

		9			153			—			162
Reserve usage		(9	)		(153	)		(97	)		(259	)

Change in reserve		—			—			(97	)		(97	)
Reserves as of January 1, 2006		1,557			190			239			1,986

Reserves as of March 31, 2006	$	1,557		$	190		$	142		$	1,889

The employee separation and plant closure costs reserve of $1,889 at March 31, 2006 was for one-time employee termination costs.


	Reorganized Company

	Three Months Ended March 31, 2005

	Energy &			Distribution
	Chemicals			& Storage			BioMedical			Corporate			Total

One-time employee termination costs	$	—		$	28		$	—		$	7		$	35
Other associated costs		54			218			285			12			569

Employee separation and plant closure costs		54			246			285			19			604
Inventory valuation in cost of sales		—			—			99			—			99

		54			246			384			19			703
Reserve usage		(54	)		(276	)		(505	)		(147	)		(982	)

Change in reserve		—			(30	)		(121	)		(128	)		(279	)
Reserves as of January 1, 2005		1,557			341			372			493			2,763

Reserves as of March 31, 2005	$	1,557		$	311		$	251		$	365		$	2,484

The employee separation and plant closure costs reserve at March 31, 2005 consisted of $141 for contract termination and facility-related closure costs and other associated costs and $2,343 for one-time employee termination costs.

NOTE F — Assets Held for Sale

The Company continues to pursue the sale of the idle building and a parcel of land at its Plaistow, New Hampshire facility. In the second quarter of 2006, the Company entered into an agreement to sell the building and parcel of land on which it is situated. This sale is expected to close in the first half of 2006. The Plaistow facility is classified as assets held for sale on the Company’s unaudited condensed consolidated balance sheet as of March 31, 2006 and the audited consolidated balance sheet as of December 31, 2005 based on the estimated fair value of $3,084.

F-53

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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

NOTE G — Employee Benefit Plans

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

The following table sets forth the components of net periodic pension cost for the three months ended March 31, 2006 and 2005.


	Successor			Reorganized
	Company			Company

	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2006			2005

Service cost	$	65		$	222
Interest cost		492			404
Expected return on plan assets		(570	)		(414	)
Recognized net actuarial gain		(37	)		(12	)

Total pension (benefit) cost	$	(50	)	$	200

NOTE H — Reporting Segments

The structure of the Company’s internal organization is divided into the following three reportable segments: Energy and Chemicals (“E&C”), Distribution and Storage (“D&S”) and BioMedical. The Company’s reportable segments are business units that offer different products and are each managed separately because they manufacture and distribute distinct products with different production processes and sales and marketing approaches. The E&C segment sells heat exchangers, cold boxes and liquefied natural gas vacuum-insulated pipe used by major natural gas, petrochemical processing and industrial gas companies in the production of their products. The D&S segment sells cryogenic bulk storage systems, cryogenic packaged gas systems, cryogenic systems and components, beverage liquid CO ₂ systems and cryogenic services to various companies for the storage and transportation of both industrial and natural gases. The BioMedical segment sells medical respiratory products, biological storage systems and magnetic resonance imaging cryostat components. Due to the nature of the products that each operating segment sells, there are no intersegment sales. Corporate headquarters includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, risk management and stock-based compensation expenses that are not allocated to the reportable segments.

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

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


	Successor Company

	Three Months Ended March 31, 2006

	Energy
	and		Distribution
	Chemicals		and Storage		BioMedical		Corporate			Total

Sales	$	41,174	$	60,318	$	19,348	$	—		$	120,840
Operating income (loss)		5,933		11,053		3,714		(4,914	)		15,786

F-54

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements — March 31, 2006 — (Continued)

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


	Reorganized Company

	Three Months Ended March 31, 2005

	Energy
	and		Distribution
	Chemicals		and Storage		BioMedical		Corporate			Total

Sales	$	23,663	$	44,665	$	16,842	$	—		$	85,170
Operating income (loss)		3,576		8,364		2,115		(4,422	)		9,633

NOTE I — Subsequent Events

In the second quarter of 2006, FR X Chart Holdings LLC, controlling shareholder of the Company and an affiliate of First Reserve, exercised a warrant for 2,651 shares of common stock, at an exercise price of $14.00 per share, resulting in cash proceeds of $37,103 to the Company. In addition, certain members of management exercised rollover options at an exercise price of $3.50 per share, resulting in the issuance of 610 of shares of common stock, and in cash proceeds of $2,134 to the Company. The shares purchased by certain management members will be accounted for in accordance with SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” In the second quarter of 2006, the Company used $16,476 of these proceeds to complete an acquisition and the remainder of these proceeds and cash on hand to make a voluntary principal prepayment of $25,000 under the Term Loan.

Effective upon the completion of the Company’s proposed initial public offering of common stock, the Senior Secured Credit Facility will be amended to increase the Revolver to $115,000, of which the entire $115,000 may be used for the issuance of letters of credit, $55,000 of which may be letters of credit extending more than one year beyond their date of issuance. As a result of an aggregate of $35,000 voluntary principal prepayments since October 2005, the Term Loan requires no principal payments until the remaining balloon payment is due on the maturity date. In addition, upon the occurrence of certain events, the Company may request an increase to the Term Loan and/or the Revolver in an amount not to exceed $100,000, subject to receipt of commitments by existing lenders or other financial institutions reasonably acceptable to the administrative agent.

F-55

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.	*Other Expenses of Issuance and Distribution.*

The following table sets forth the costs and expenses payable in connection with the distribution of the securities being registered. All amounts are estimated except the Securities and Exchange Commission registration fee.


Securities and Exchange Commission Registration Fee		$	32,300
Nasdaq Listing Fees		$	105,000
Blue Sky Fees and Expenses		$	30,000
Printing and Engraving Expenses		$	325,000
Legal Fees		$	1,100,000
Accounting Fees		$	300,000
Registrar and Transfer Agent Fees		$	20,000
Directors and Officers Insurance		$	415,000
NASD Filing Fee		$	30,600

	Total	$	2,357,900


Item 14.	*Indemnification of Directors and Officers.*

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action, or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws for Chart Industries, Inc. provide for such limitations on liability.

We have entered into indemnification agreements with each of our directors and officers providing for additional indemnification protection beyond that provided by the Directors and Officers Liability Insurance Policy. In the indemnification agreements, we have agreed, subject to certain exceptions, to indemnify and hold harmless the director or officer to the maximum extent then authorized or permitted by the provisions of the Amended and Restated Certificate of Incorporation, the DGCL, or by any amendment(s) thereto.


Item 15.	*Recent Sales of Unregistered Securities.*

We have issued unregistered securities in the transactions described below. We have adjusted the number of securities issued and the exercise prices for all issuances occurring on October 17, 2005 or later for the stock split to be effected prior to completion of the offering and certain dividends described in the prospectus included in this registration statement. However, we have not made similar adjustments to any securities issued prior to October 17, 2005 because all such securities were cancelled in the October 17, 2005 acquisition or are no longer outstanding. These securities were offered and sold in reliance upon the exemptions provided for in Section 1145(a) of the U.S. Bankruptcy Code, relating to issuance of securities pursuant to our

II-1

bankruptcy reorganization plan, Section 4(2) of the Securities Act, relating to sales not involving any public offering, Rule 506 of the Securities Act relating to sales to accredited investors and Rule 701 of the Securities Act relating to a compensatory benefit plan. The sales were made without the use of an underwriter and any certificates representing the securities sold (other than securities issued pursuant to the exemption provided by Section 1145(a) of the U.S. Bankruptcy Code) contain a restrictive legend that prohibits transfer without registration or an applicable exemption.

Pursuant to the terms of our bankruptcy reorganization plan, on September 15, 2003, we issued an aggregate of 5,325,331 shares of common stock to our then senior lenders and our pre-bankruptcy stockholders and we issued warrants to acquire an aggregate of 280,281 shares of our common stock to our pre-bankruptcy stockholders. These shares of common stock and warrants were issued in accordance with the terms of our reorganization plan, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware by an order entered on September 4, 2003, in reliance on the exemption from the registration requirements of the Securities Act provided by Section 1145(a) of the U.S. Bankruptcy Code. The common stock issued to our then senior lenders was issued in exchange for claims under our pre-bankruptcy senior credit facilities, and the common stock and warrants issued to our pre-bankruptcy stockholders were issued in exchange for their cancelled pre-bankruptcy stock.

The following table shows the shares of our common stock that we have issued upon the exercise of warrants for the prices indicated therein for the past three years.


				Shares of Common
Date of Exercise	Warrants Exercised		Exercise Price	Stock Issued

July 15, 2004		2	$32.97 per share		2
August 12, 2004		26,390	$32.97 per share; cashless		5,323
September 29, 2004		53	$32.97 per share		53
October 19, 2004		5	$32.97 per share		5
October 22, 2004		19	$32.97 per share		19
November 11, 2004		1	$32.97 per share		1
November 19, 2004		53	$32.97 per share		53
December 8, 2004		6	$32.97 per share		6
December 10, 2004		24	$32.97 per share		24
January 4, 2005		9	$32.97 per share		9
February 11, 2005		1	$32.97 per share		1
February 25, 2005		1	$32.97 per share		1
March 9, 2005		819	$32.97 per share		819
April 12, 2005		987	$32.97 per share		987
April 12, 2005		107	$32.97 per share		107
April 27, 2005		1	$32.97 per share		1
May 10, 2005		77	$32.97 per share		77
May 16, 2005		53	$32.97 per share		53
May 23, 2005		9	$32.97 per share		9
June 3, 2005		124	$32.97 per share		124
June 20, 2005		2	$32.97 per share		2
June 30, 2005		2	$32.97 per share		2
July 7, 2005		14	$32.97 per share		14
July 12, 2005		20	$32.97 per share		20
July 25, 2005		6	$32.97 per share		6
July 27, 2005		1,157	$32.97 per share		1,157
August 5, 2005		7	$32.97 per share		7
August 5, 2005		1,043	$32.97 per share		1,043

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					Shares of Common
Date of Exercise		Warrants Exercised		Exercise Price	Stock Issued

August 10, 2005			2,000	$32.97 per share		2,000
August 11, 2005			1,780	$32.97 per share		1,780
August 11, 2005			1,458	$32.97 per share		1,458
August 12, 2005			820	$32.97 per share		820
August 15, 2005			1	$32.97 per share		1
August 15, 2005			5,148	$32.97 per share		5,148
August 18, 2005			32	$32.97 per share		32
August 24, 2005			4,279	$32.97 per share		4,279
August 31, 2005			1	$32.97 per share		1
September 6, 2005			7,116	$32.97 per share		7,116
September 13, 2005			2	$32.97 per share		2
September 14, 2005			2,100	$32.97 per share		2,100
September 16, 2005			7	$32.97 per share		7
September 19, 2005			53	$32.97 per share		53
September 21, 2005			551	$32.97 per share		551
September 28, 2005			15,000	$32.97 per share		15,000
September 29, 2005			300	$32.97 per share		300
October 3, 2005			3,200	$32.97 per share		3,200
October 4, 2005			1,900	$32.97 per share		1,900
October 5, 2005			434	$32.97 per share		434
October 6, 2005			200	$32.97 per share		200
October 7, 2005			357	$32.97 per share		357
October 12, 2005			134	$32.97 per share		134

	TOTAL		77,865	—		56,798

With respect to each of the issuances above, the issuance of the shares of our common stock upon the exercise of the warrants was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 1145(a) of the U.S. Bankruptcy Code, on the basis that the common stock was offered and sold upon the exercise of warrants that were offered and sold under a plan of a debtor in exchange for an interest in the debtor. The warrants were governed by a Warrant Agreement, dated September 15, 2003, between the Company and National City Bank, as warrant agent. The Warrant Agreement terminated upon consummation of the Acquisition.

On February 26, 2004, we issued an aggregate of 28,797 shares to Samuel F. Thomas, our Chief Executive Officer, for an aggregate purchase price of $399,990 in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) and Rule 506 thereunder on the basis that the transaction did not involve a public offering.

On October 17, 2005, in connection with the Acquisition and in the same merger transaction in which all of our pre-Acquisition securities were cancelled, we issued an aggregate of 7,952,180 shares of our common stock to FR X Chart Holdings LLC pursuant to the terms of the agreement and plan of merger, dated August 2, 2005, by and among certain of our then-existing stockholders, First Reserve Fund X, L.P. and CI Acquisition, a wholly-owned subsidiary of First Reserve Fund X, L.P. in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereunder. These 7,952,180 shares were acquired by a subsidiary of First Reserve Fund X, L.P., FR X Chart Holdings LLC, which was the sole shareholder of CI Acquisition, the company that merged with and into us in the merger, upon the conversion in the merger of the pre-merger shares of CI Acquisition held by FR X Chart Holdings LLC into the only shares of our company that were outstanding immediately following the merger. These shares were acquired

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for an investment of $14.00 per share, or an aggregate equity investment of approximately $111.3 million by FR X Chart Holdings LLC.

On November 23, 2005, we issued 2,207,842 options at an exercise price of $6.41 under the Amended and Restated 2005 Stock Incentive Plan to 32 employees in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On March 29, 2006, we issued 101,088 options at an exercise price of $11.98 under the Amended and Restated 2005 Stock Incentive Plan to one of our executive officers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On April 27, 2006, we issued 68,224 options at an exercise price of $11.98 under the Amended and Restated 2005 Stock Incentive Plan to 24 employees in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On April 30, 2006, we issued 61,969 shares to two employees upon the exercise of their options for cash at $3.50 per share in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On May 3, 2006, we issued 4,760 shares to one employee upon the exercise of his options for cash at $3.50 per share in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On May 4, 2006, we issued 24,154 shares to one employee upon the exercise of his options for cash at $3.50 per share in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On May 18, 2006, we issued 2,651,012 shares to FR X Chart Holdings LLC upon the exercise of its warrant for cash at $14.00 per share in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereunder.

On May 19, 2006, we issued 518,972 shares to two executive officers and three employees upon the exercise of their options for cash at $3.50 per share in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

On May 26, 2006, we issued 101,088 options at an exercise price of $11.98 under the Amended and Restated 2005 Stock Incentive Plan to one employee in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated thereunder.

Each of the options granted on November 23, 2005, March 29, 2006, April 27, 2006 and May 26, 2006 have similar terms, which are as follows: they have a 10-year term unless they are earlier terminated and approximately 35% vest and become exercisable over the passage of time, which we refer to as “time options,” assuming the holder thereof continues to be employed by us, and the remaining portion vest and become exercisable based upon the achievement of certain performance targets, which we refer to as “performance options.” Time options generally become exercisable by the holder of the option in installments of 20% on each of the first five anniversaries of the grant date. Performance options generally become exercisable based upon the “Fund X Net Return,” which is the amount received by First Reserve in cash (and/or in-kind based upon the fair market value of securities or other property received by First Reserve) in respect of its investment in us divided by the aggregate amount of the investment by First Reserve in us, which we refer to as the Fund X Investment.

Immediately prior to a change in control of us (as defined in our Amended and Restated 2005 Stock Incentive Plan), the exercisability of the time options will automatically accelerate with respect to 100% of the shares of our common stock subject to the time options. In addition, subject to the holder of the option’s continued employment, in the event First Reserve sells 100% of its interest in us to a third party prior to October 17, 2008 and, as a result of such sale, the Fund X Net Return is less than 2.50 times the Fund X Investment, but an internal rate of return of greater than 30% is realized, the performance options will accelerate with respect to 45% of the shares of our common stock subject to the performance option.

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Item 16.	*Exhibits and Financial Statement Schedules.*

(a) Exhibits

Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement, which information is incorporated herein by reference pursuant to Rule 411 of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act.

(b) Financial Statement Schedules

All applicable financial statement schedule disclosure requirements are included in the prospectus which forms a part of this registration statement, which information is incorporated herein by reference pursuant to Rule 411 of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act.


Item 17.	*Undertakings.*

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:


	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Garfield Heights, State of Ohio, on July 10, 2006.


	CHART INDUSTRIES, INC.


	By:	/s/ Michael F. Biehl



	Name: Michael F. Biehl
	Title: Executive Vice President, Chief Financial Officer and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities indicated on July 10, 2006.


Signature		Title


* Samuel F. Thomas		Chief Executive Officer, President and Director (Principal Executive Officer)

/s/ Michael F. Biehl Michael F. Biehl		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

* Ben A. Guill		Chairman of the Board of Directors

* Kenneth W. Moore		Director

* Timothy H. Day		Director

/s/ James H. Hoppel, Jr. James H. Hoppel, Jr.		Controller and Chief Accounting Officer (Principal Accounting Officer)


*By:	/s/ Matthew J. Klaben Matthew J. Klaben Attorney-in-Fact

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EXHIBIT INDEX


Exhibit
No.			Description of Exhibit

	1	.1†	Form of Underwriting Agreement
	2	.1*	Agreement and Plan of Merger, dated as of August 2, 2005, by and among Chart Industries, Inc., certain of its stockholders, First Reserve Fund X, L.P. and CI Acquisition, Inc.
	2	.2*	Asset Purchase Agreement among GT Acquisition Company and Greenville Tube, LLC, dated July 1, 2003
	3	.1*	Form of Amended and Restated Certificate of Incorporation
	3	.2*	Form of Amended and Restated By-Laws
	4	.1†	Form of certificate of Chart Industries, Inc. common stock
	4	.2*	Indenture, dated as of October 17, 2005, between Chart Industries, Inc. and The Bank of New York as trustee
	4	.3*	Registration Rights Agreement, dated October 17, 2005, among Chart Industries, Inc., the subsidiary guarantors party thereto and Morgan Stanley & Co., as representative of the initial purchasers
	4	.4*	Form of Senior Subordinated Note (included in Exhibit 4.2)
	5	.1†	Opinion of Simpson Thacher & Bartlett LLP
	10	.1*	Credit Agreement, dated as of October 17, 2005, among FR X Chart Holdings LLC, CI Acquisition, Inc., as borrower, the lenders party thereto, Citicorp North America, Inc., as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers and Natexis Banques Populaires and Sovereign Bank, as co-documentation agents
	10	.2*	Guarantee and Collateral Agreement, dated as of October 17, 2005, among FR X Chart Holdings LLC, as guarantor and pledgor, CI Acquisition, Inc., as borrower, each subsidiary loan party named therein and Citicorp North America, Inc., as collateral agent
	10	.3*	Employment Agreement, dated November 23, 2005, between Chart Industries, Inc. and Samuel F. Thomas
	10	.4*	Employment Agreement, dated December 1, 2005, between Chart Industries, Inc. and Michael F. Biehl
	10	.5*	Employment Agreement, dated December 1, 2005, between Chart Industries, Inc. and Charles R. Lovett
	10	.6*	Employment Agreement, dated March 29, 2006, between Chart Industries, Inc. and Matthew J. Klaben
	10	.7*	Employment Agreement, dated May 5, 2006, between Chart Industries, Inc. and James H. Hoppel, Jr.
	10	.8*	IAM Agreement 2004-2007, effective February 8, 2004, 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	.9*	Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan
	10	.10*	Form of Management Stockholders Agreement
	10	.11†	Form of Stockholder Agreement
	10	.12*	Chart Industries, Inc. 2004 Stock Option and Incentive Plan
	10	.13*	Amendment No. 1 to the 2004 Stock Option and Incentive Plan
	10	.14*	Form of Stock Option Agreement under the 2004 Stock Option and Incentive Plan (for Samuel F. Thomas)
	10	.15*	Form of Stock Option Agreement under the 2004 Stock Option and Incentive Plan (for those other than Samuel F. Thomas)
	10	.16†	Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan
	10	.17*	Form of Stock Option Agreement under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan


Exhibit
No.			Description of Exhibit

	10	.18*	2006 Chart Executive Incentive Compensation Plan
	10	.19*	Incentive Compensation Plan
	10	.20*	Form of Indemnification Agreement
	10	.21*	Form of Amendment No. 1 to the Credit Agreement
	10	.22†	Form of Restricted Stock Unit Agreement (for non-employee directors) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan
	21	.1*	List of Subsidiaries
	23	.1†	Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
	23	.2**	Consent of Ernst & Young LLP
	23	.3†	Consent of Steven W. Krablin
	24	.1*	Powers of Attorney


*	Previously filed.


**	To be filed by amendment.
†	Filed herewith.

Exhibit 1.1

CHART INDUSTRIES, INC.

12,500,000 Shares
Common Stock, par value $0.01 per Share

Underwriting Agreement

, 2006

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
Natexis Bleichroeder Inc.
Simmons & Company International
Howard Weil Incorporated
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

Chart Industries, Inc., a corporation organized under the laws of Delaware (the “ Company ”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “ Underwriters ”), 12,500,000 shares of the common stock, par value $0.01 per share, of the Company (the “ Firm Shares ”).

The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,875,000 shares of common stock, par value $0.01 per share, of the Company (the “ Additional Shares ”) if and to the extent that Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”), Lehman Brothers Inc. (“ Lehman ”) and UBS Securities LLC (“ UBS ,” together with Morgan Stanley and Lehman, the “ Managers ”), as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares .” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Stock .”

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement, including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “ Securities Act ”), is hereinafter

referred to as the “ Registration Statement ”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Prospectus .” If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

For purposes of this Agreement, “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act; “ Time of Sale Prospectus ” means the preliminary prospectus included in the Registration Statement at the time it became effective, together with the free writing prospectuses, if any, or any other pricing information identified or included in Schedule II hereto; and “ broadly available road show ” means a “bona fide electronic road show,” if any, as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.

Morgan Stanley has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “ Participants ”), as set forth in the Time of Sale Prospectus and the Prospectus under the heading “Underwriting” (the “ Directed Share Program ”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program are referred to hereinafter as the “ Directed Shares ”. Any Directed Shares not orally or electronically confirmed for purchase by any Participant by the end of the day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Time of Sale Prospectus and the Prospectus.

1. Representations and Warranties . The Company represents and warrants to each Underwriter as set forth below in this Section 1:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when

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considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not, as of its date, contain and, as then amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representation or warranty as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriters through the Managers specifically for inclusion therein.

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses or other pricing information, if any, identified or included in Schedule II hereto, and broadly available road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus or any notice, circular, advertisement, letter or other communication published or transmitted pursuant to Rule 134 of the Securities Act.

(d) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, an “investment company” as defined in the Investment Company Act, without taking account of any exemption arising out of the number of holders of the Company’s securities.

(e) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as contemplated in this Agreement).

(f) Neither the Company nor any of its subsidiaries has taken or will take, directly or indirectly, any action designed to or that has constituted or that would reasonably be expected to cause or result, under the Exchange Act or otherwise, in unlawful stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(g) The Company and each of its “significant subsidiaries” (as defined in Regulation S-X under the Securities Act) has been duly incorporated or formed and is validly existing as an entity in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate or other organizational power and authority to own or lease, as the

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case may be, and to operate its properties and conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to do business as a foreign corporation or other entity and is in good standing under the laws of each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification except where the failure to be so incorporated or formed or existing or qualified, have such power or authority or be in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”). The Company’s “significant subsidiaries” are listed on Schedule III hereto.

(h) All the outstanding shares of capital stock, membership interests and limited partnership interests, as applicable, of each significant subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and, except as otherwise set forth in the Time of Sale Prospectus and the Prospectus, all outstanding shares of capital stock, membership interests and limited partnership interests, as applicable, of each significant subsidiary of the Company are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien or encumbrance (other than liens, encumbrances and restrictions imposed in favor of the lenders under the Company’s existing senior secured credit facility described in the Time of Sale Prospectus and the Prospectus or permitted thereunder).

(i) (a) This Agreement has been duly authorized, executed and delivered by the Company; (b) the shares of Common Stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable; and (c) the Shares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

(j) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Time of Sale Prospectus and the Prospectus.

(k) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the execution, delivery and performance of this Agreement (including without limitation the issuance of the Shares), except such (i) as may be required under the blue sky laws of any jurisdiction in which the Shares are offered and sold or (ii) as shall have been obtained or made prior to the Closing Date.

(l) None of the execution and delivery of this Agreement, the issuance and sale of the Shares or the consummation of any of the transactions herein contemplated will conflict with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or bylaws or other organizational document of the Company or any of its significant subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its

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significant subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its significant subsidiaries or any of its or their properties other than in the case of clauses (ii) and (iii), such conflicts, breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m) The consolidated historical financial statements of the Company (including those of the predecessor company and the reorganized company) included in the Time of Sale Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the captions “Summary Historical and Pro Forma Financial Information” and “Selected Historical Consolidated Financial Data” in the Time of Sale Prospectus, the Prospectus and the Registration Statement fairly present, on the basis stated in the Time of Sale Prospectus, the Prospectus and the Registration Statement, the information included therein; the unaudited pro forma financial statements included in the Time of Sale Prospectus, the Prospectus and the Registration Statement include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to (i) the Acquisition (as defined in the Time of Sale Prospectus and the Prospectus) and the transactions related to the Acquisition, as described in the Time of Sale Prospectus and the Prospectus, (ii) the offering of the Company’s 9 1/8% senior subordinated notes due 2015 and the borrowings under the Company’s senior secured credit facility and (iii) the offering of the Shares; the related pro forma adjustments give appropriate effect to those assumptions; and the pro forma financial information reflects the proper application of those adjustments to the historical financial statement amounts in the unaudited pro forma financial statements included in the Time of Sale Prospectus, the Prospectus and the Registration Statement. The unaudited pro forma financial statements included under the captions “Summary Historical and Pro Forma Financial Information” and “Unaudited Pro Forma Financial Information” in the Time of Sale Prospectus, the Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Securities Act.

(n) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) would reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto).

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(o) Each of the Company and its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted except as would not reasonably be expected to have a Material Adverse Effect.

(p) Neither the Company nor any of its subsidiaries is in violation or default of (i) any provision of its charter or bylaws or any equivalent organizational document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, other than in the cases of clauses (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect.

(q) Ernst & Young LLP, who have audited certain financial statements of the Company and delivered their reports with respect to the audited consolidated financial statements included in the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act.

(r) The Company has filed all non-U.S., U.S. federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect and except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto)) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not reasonably be expected to have a Material Adverse Effect and except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto).

(s) No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by its employees or any of its or its subsidiaries’ employees, except as would not reasonably be expected to have a Material Adverse Effect and except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto).

(t) The Company and each of its subsidiaries are insured against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged or as required by law, except as would not reasonably be expected to have a Material Adverse Effect.

(u) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company or any other subsidiary, from making any other

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distribution on such subsidiary’s capital stock, from repaying to the Company or any other subsidiary any loans or advances to such subsidiary from the Company or any other subsidiary or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto) and except for any prohibitions imposed under the Company’s existing senior secured credit facility and the indenture governing the Company’s outstanding 9 1/8% senior subordinated notes due 2015.

(v) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate U.S. federal, state or non-U.S. regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such licenses, certificates, permits and other authorizations would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto).

(w) Except as described in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto), the Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(x) Except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto), the Company and its subsidiaries are (i) in compliance with any and all applicable non-U.S., U.S. federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; (iii) have not received notice of any actual or potential liability under any Environmental Law; and (iv) have not been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, liability or naming as a “potentially responsible party” would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(y) Each U.S. pension plan and welfare plan established or maintained by the Company and/or one or more of its subsidiaries is in compliance with the currently applicable

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provisions of ERISA and the Code, except where noncompliance would not reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063 or 4064 of ERISA or any other liability under Title IV of ERISA that would reasonably be expected to have a Material Adverse Effect.

(z) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) or presentation of market-related or statistical data contained in the Time of Sale Prospectus, the Prospectus or Registration Statement has been made or reaffirmed without a reasonable basis or has been disclosed in other than good faith.

(aa) No holders of the Company’s Common Stock have rights to include such Common Stock in the Registration Statement.

(bb) Except as described in the Time of Sale Prospectus and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

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

(dd) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ee) The Registration Statement, the Prospectus, the Time of Sale Prospectus and any preliminary prospectus comply, and any amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus, the Time of Sale Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.

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(ff) No consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.

(gg) The Company has not offered, or caused Morgan Stanley to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

Any certificate signed by any officer of the Company and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

2. Agreements to Sell and Purchase . The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $ a share (the “ Purchase Price ”) the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,875,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “ Option Closing Date ”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

The Company hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or

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other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) file any registration statement with the Commission (other than a registration statement on Form S-8) relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) grants, issuances or exercises under any existing employee benefits plans or (D) the issuance of Common Stock in connection with the acquisition of, or joint venture with, another company; provided that in the case of any transfer, distribution or issuance pursuant to clause (D), (i) each distributee or recipient shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto and (ii) each distributee or the recipient shall not be required to, and shall not voluntarily, file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the preceding paragraph.

The Company also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock except in compliance with the foregoing restrictions.

3. Terms of Public Offering . The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $ a share (the “ Public Offering Price ”) and to certain dealers selected by you at a price that represents a concession not in excess of $ a share under the Public Offering Price.

4. Payment and Delivery . Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on , 2006, or at such other time or such other date, not later than , 2006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Closing Date .”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than , 2006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Option Closing Date .”

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The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

5. Agreements . The Company agrees with each Underwriter that:

(a) The Company will furnish to each Underwriter and to counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and will furnish to the Underwriters during the period referred to in paragraph (c) below, as many copies of the Time of Sale Prospectus, the Prospectus and any amendments and supplements thereto as they may reasonably request no later than 5:00 p.m., New York City time, on the day immediately following the date hereof.

(b) The Company will not make any amendment or supplement to the Time of Sale Prospectus or the Prospectus without the prior written consent of the Managers (not to be unreasonably withheld or delayed).

(c) The Company will furnish each Underwriter a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and shall not use or refer to any proposed free writing prospectus to which the Underwriters reasonably object.

(d) The Company will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus or Company information prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which, in the opinion of counsel for the Underwriters or counsel for the Company, it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which, in the opinion of counsel for the Underwriters or counsel for the Company, the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters or counsel for the Company, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company will promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of

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Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If at any time when a prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) relating to the Shares is required to be delivered under the Securities Act, any event occurs as a result of which, in the opinion of counsel for the Underwriters and counsel for the Company, it is necessary to amend or supplement the Prospectus, as then amended or supplemented, (i) in order that the Prospectus would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) to comply with applicable law, the Company will promptly (A) notify the Underwriters of any such event; (B) subject to the requirements of paragraph (b) of this Section 5, prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (C) supply any supplemented or amended Prospectus to the several Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.

(g) The Company will arrange, if necessary, for the qualification of the Shares for sale by the Underwriters under the laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect so long as required for the sale of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject or to subject itself to taxation in excess of a nominal amount in respect of doing business in any jurisdiction. The Company will promptly advise the Underwriters of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(h) The Company will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in unlawful stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(i) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing (or reproduction), delivery (including postage, air freight charges and charges for counting and packaging) and filing of copies of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by or referred to by the Company and the Registration Statement, and all amendments or supplements to any of the foregoing, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (ii) any stamp or transfer taxes in connection with the original issuance, sale and delivery of the Shares; (iii) the printing (or reproduction) and delivery of this Agreement and any blue sky memorandum delivered to investors in connection with the offering of the Shares; (iv) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states and any other

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jurisdictions specified pursuant to Section 5(g) (including filing fees and the reasonable fees relating to such registration and qualification and expenses of one counsel for the Underwriters in each jurisdiction in which such registration and qualification is required); (v) all filing fees and the reasonable fees and disbursements of one counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the National Association of Securities Dealers, Inc.; (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares; (viii) the costs and charges of any transfer agent, registrar or depositary; (ix) the transportation and other expenses (collectively, the “ Road Show Expenses ”) incurred by or on behalf of the representatives of the Company in connection with presentations to prospective purchasers of the Shares; (x) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (xi) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; and (xii) all other costs and expenses incident to the performance by the Company of their obligations hereunder; provided , however, that the Underwriters will pay one-half of the Road Show Expenses including one-half of the cost of any chartered aircraft used in connection with presentations to prospective purchasers of the Shares.

(j) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Shares, the Company will not file any amendment of the Registration Statement or supplement to the Time of Sale Prospectus or Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Managers with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Managers of such timely filing. The Company will promptly advise the Managers (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the

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institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(k) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act.

(l) As soon as practicable, the Company will make generally available to its security holders and to the Managers an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under “Use of Proceeds.”

(n) The Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

6. Covenants of the Underwriters . Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) of the Securities Act a free writing prospectus or Company information prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

7. Conditions to the Obligations of the Underwriters . The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares shall be subject to the accuracy in all material respects of the representations and warranties of the Company contained herein that are not qualified by materiality and to the accuracy of the representations and warranties of the Company contained herein that are qualified by materiality at the date hereof, the Closing Date, and any Option Closing Date, if applicable, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of their respective obligations hereunder and to the following additional conditions:

(a) The Company shall have requested and caused (i) Simpson Thacher & Bartlett LLP, counsel for the Company, to furnish to the Underwriters their opinion and negative assurance statement, each dated the Closing Date and, if applicable, any Option Closing Date, and addressed to the Underwriters and substantially in the form of Exhibits B and C hereto; and (ii) Matthew J. Klaben, Vice President, General Counsel and Secretary of the Company, to furnish to the Underwriters his opinion dated the Closing Date and, if applicable, any Option Closing Date, addressed to the Underwriters and substantially in the form of Exhibit D hereto.

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(b) The Underwriters shall have received from Shearman & Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and, if applicable, any Option Closing Date, and addressed to the Underwriters, with respect to the issuance and sale of the Shares, the Time of Sale Prospectus, the Prospectus and Registration Statement and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(c) The Company shall have furnished to the Underwriters a certificate of the Company, signed by (x) the Chief Executive Officer or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date and, if applicable, any Option Closing Date, to the effect that the signers of such certificate have carefully examined the Time of Sale Prospectus, the Prospectus and Registration Statement, any amendment or supplement to the Time of Sale Prospectus, the Prospectus and Registration Statement and this Agreement and that:

(i) the representations and warranties of the Company in this Agreement that are not qualified by materiality are true and correct in all material respects, and the representations and warranties of the Company in this Agreement that are qualified by materiality are true and correct, in each case, on and as of the Closing Date or any Option Closing Date, as the case may be, with the same effect as if made on the Closing Date, or such Option Closing Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, or any Option Closing Date, as the case may be; and

(ii) since the date of the most recent financial statements included in the Time of Sale Prospectus and the Registration Statement (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business, properties or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

(d) At the date hereof and at the Closing Date, the Company shall have requested and caused Ernst & Young LLP to furnish to the Underwriters a “comfort” letter, dated as of the date hereof, and a bring-down “comfort” letter (i) on and dated as of the Closing Date and (ii) if applicable, on and dated as of any Option Closing Date, each in form and substance satisfactory to the Managers, confirming that it is an independent registered public accounting firm within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and confirming certain matters with respect to the audited and unaudited financial statements and other financial and accounting information contained in the Time of Sale Prospectus, the Prospectus and Registration Statement; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three days prior to the date of such letter.

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All references in this Section 7(d) to the Time of Sale Prospectus, the Prospectus and Registration Statement include any amendment or supplement thereto at the date of the applicable letter.

(e) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and each executive officer and director of the Company and certain affiliates of First Reserve Corporation, listed on Schedule IV hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

(f) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or, if applicable, any Option Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(g) Prior to the Closing Date, or, if applicable, any Option Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request.

(h) The Shares shall have been listed, subject to notice of issuance, on the Nasdaq National Market, and satisfactory evidence of such actions shall have been provided to the Managers.

(i) On the Closing Date, and, if applicable, any Option Closing Date, the Registration Statement shall be effective; no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission.

If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions, letters, evidence and certificates mentioned above in this Section 7 shall not be reasonably satisfactory in form and

- 16 -

substance to the Managers and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date or, if applicable, any Option Closing Date (solely with respect to the obligations of the Underwriters to purchase Additional Shares on such date) by the Underwriters. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Underwriters, at 599 Lexington Avenue, New York, New York 10022, on the Closing Date.

8. Reimbursement of Expenses . If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because of any termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the part of any Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, including any default pursuant to Section 11 hereof, the Company will reimburse the Underwriters severally through the Managers on demand for all reasonable expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Shares.

9. Indemnification and Contribution . (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers and Affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act (provided that the Company’s indemnification obligation shall not extend to any free writing prospectus or Company information required to be filed by the Company due to an Underwriter’s breach of Section 6) or the Prospectus, or in any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (subject to the limitations set forth in the proviso to this sentence) agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or

- 17 -

the Prospectus, or in any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Managers specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. The Company shall not be liable under this Section 9 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, which consent shall not be unreasonably withheld.

(b) Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and Affiliates, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Managers specifically for inclusion in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus (or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that, under the heading “Underwriting,” the table after the first paragraph, the thirteenth paragraph, the fourteenth paragraph and the fifteenth paragraph in any preliminary prospectus, the Time of Sale Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or in any amendment or supplement thereto.

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs

- 18 -

and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advise of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advise of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties. Any such separate firm for any Underwriter, its directors, officers and Affiliates and any control person shall be designated in writing by the Managers and any such separate firm for any of the Company, its directors, officers and Affiliates and any control person shall be designated in writing by the Company. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively, “ Losses ”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Shares; provided , however , that in no case shall any Underwriter be responsible for any amount in excess of the purchase discount or commission applicable to the Shares purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by them, and benefits received by the Underwriters shall be deemed to be equal to the total purchase discounts and commissions. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged

- 19 -

omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstance. The Company and the Underwriters agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective obligations and not joint. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

10. Directed Share Program Indemnification . (a) The Company agrees to indemnify and hold harmless Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of Morgan Stanley within the meaning of Rule 405 of the Securities Act (“ Morgan Stanley Entities ”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Morgan Stanley Entities.

(b) In case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in respect of which indemnity may be sought pursuant to Section 10(a), the Morgan Stanley Entity seeking indemnity, shall promptly notify the Company in writing and the Company, upon request of the Morgan Stanley Entity, shall retain counsel reasonably satisfactory to the Morgan Stanley Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless (i) the Company shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Morgan Stanley Entity and

- 20 -

representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, in respect of the legal expenses of the Morgan Stanley Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Morgan Stanley Entities. Any such separate firm for the Morgan Stanley Entities shall be designated in writing by Morgan Stanley. The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the Morgan Stanley Entities from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time a Morgan Stanley Entity shall have requested the Company to reimburse it for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Company of the aforesaid request and (ii) the Company shall not have reimbursed the Morgan Stanley Entity in accordance with such request prior to the date of such settlement. The Company shall not, without the prior written consent of Morgan Stanley, effect any settlement of any pending or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and indemnity could have been sought hereunder by such Morgan Stanley Entity, unless such settlement includes an unconditional release of the Morgan Stanley Entities from all liability on claims that are the subject matter of such proceeding.

(c) To the extent the indemnification provided for in Section 10(a) is unavailable to a Morgan Stanley Entity or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the Morgan Stanley Entity thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause 10(c)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 10(c)(i) above but also the relative fault of the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with any statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand in connection with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities for the Directed Shares, bear to the aggregate Public Offering Price of the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, the relative fault of the Company on the one hand and the Morgan Stanley Entities on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company or by the Morgan Stanley Entities and

- 21 -

the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(d) The Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 10(c). The amount paid or payable by the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley Entities in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 10, no Morgan Stanley Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Morgan Stanley Entity has otherwise been required to pay. The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(e) The indemnity and contribution provisions contained in this Section 10 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.

11. Default by an Underwriter . If any one or more Underwriters shall fail to purchase and pay for any of the Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided , however , that in the event that the aggregate principal amount of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares set forth in Schedule I hereto, the Company shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the nondefaulting Underwriter or Underwriters to purchase no less than the amount of such unpurchased Shares that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company shall not have completed such arrangements within 72 hours after such default and the principal amount of such unpurchased Shares exceeds 10% of the principal amount of such Shares to be purchased on such date, then this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Underwriters, the Company and its counsel shall determine in order that the required changes in the Time of Sale Prospectus, the Prospectus or in any other documents or

- 22 -

arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

12. Termination . This Agreement shall be subject to termination in the absolute discretion and in the sole judgment of the Managers, by notice given to the Company prior to delivery of and payment for the Shares, if at any time prior to such time (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or the Nasdaq National Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your sole judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your sole judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus (exclusive of any amendment or supplement thereto).

13. Entire Agreement . (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement among the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length from, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior or contemporaneous written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owed or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

14. Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the indemnified persons referred to in Sections 9 and 10 hereof, and will survive delivery of and payment for the Shares. The provisions of Sections 8, 9 and 10 hereof shall survive the termination or cancellation of this Agreement.

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15. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or telefaxed to the Morgan Stanley Equity Capital Markets Syndicate Desk (fax no.: (212) 507-4075) and confirmed to Morgan Stanley at 1585 Broadway, New York, New York 10036, attention of General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to (440) 753-1491 and confirmed to it at One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio, 44125, attention of General Counsel.

16. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Sections 9 and 10 hereof and their respective successors, and no other person will have any right or obligation hereunder. No purchaser of Shares from any Underwriters shall be deemed to be a successor merely by reason of such purchase.

17. Applicable Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

18. Counterparts . This Agreement may be signed in one or more counterparts (which may be delivered in original form or telecopier), each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

19. Headings . The section headings used herein are for convenience only and shall not affect the construction hereof.

20. Definitions . The terms that follow, when used in this Agreement, shall have the meanings indicated.

“ Affiliate ” shall have the meaning specified in Rule 501(b) of Regulation D.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Commission ” shall mean the Securities and Exchange Commission.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Execution Time ” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

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“ Investment Company Act ” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ NASD ” shall mean the National Association of Securities Dealers, Inc.

“ Regulation D ” shall mean Regulation D under the Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.


		Very truly yours,

		CHART INDUSTRIES, INC.

		By:
				Name:
				Title:

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The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
Natexis Bleichroeder Inc.
Simmons & Company International
Howard Weil Incorporated


By:		Morgan Stanley & Co. Incorporated

By:
		Name:
		Title:

By:		Lehman Brothers Inc.

By:
		Name:
		Title:

By:		UBS Securities LLC

By:
		Name:
		Title:

By:
		Name:
		Title:

For themselves and the other several

Underwriters named in Schedule I

to the foregoing Agreement.

- 27 -

SCHEDULE I


	Number of Firm Shares
Underwriter	To Be Purchased
Morgan Stanley & Co. Incorporated

Lehman Brothers Inc.

UBS Securities LLC

Natexis Bleichroeder Inc.

Simmons & Company International

Howard Weil Incorporated


Total:		12,500,000

SCHEDULE II

Pricing Information

SCHEDULE III

List of Significant Subsidiaries

Chart Inc.
Chart Energy & Chemicals, Inc.
Chart Biomedical Limited
Chart Ferox, a.s.

SCHEDULE IV

List of Persons Subject to Lock-Up Agreements

First Reserve Fund X, L.P.
Samuel F. Thomas
Michael F. Biehl
Matthew J. Klaben
James H. Hoppel, Jr
John T. Romain
Thomas M. Carey
Steven T. Shaw
Charles R. Lovett
Ben A. Guill
Kenneth W. Moore
Timothy H. Day
Steven W. Krablin
Samuel F. Thomas, Jr. 2006 GRAT

EXHIBIT A

[ Form of Lock-up Letter ]

___________, 2006

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
Natexis Bleichroeder Inc.
Simmons & Company International
Howard Weil Incorporated

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”), Lehman Brothers Inc. (“ Lehman ”) and UBS Securities LLC (“ UBS ,” together with Morgan Stanley and Lehman, the “ Managers ”) propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with Chart Industries, Inc., a Delaware corporation (the “ Company ”), providing for the public offering (the “ Public Offering ”) by the several underwriters named in Schedule I to the Underwriting Agreement (the “ Underwriters ”), of ___shares (the “ Shares ”) of the Common Stock, par value $0.01 of the Company (the “ Common Stock ”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “ Prospectus ”), (1) 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 or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to transactions relating to (A) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares; provided that no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (B) transfers of shares of Common Stock or any security convertible, exchangeable for or

A-1

exercisable into Common Stock as a bona fide gift or gifts as a result of the operation of law or testate or intestate succession, (C) transfers by the undersigned to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly or indirectly, by the undersigned or his or her spouse or children, or (D) distributions of shares of Common Stock or any security convertible, exchangeable for or exercisable into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (B), (C) or (D), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) the undersigned and recipient shall not be required to, and shall not voluntarily, file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, unless the Managers have waived the lock-up restrictions imposed on the Company in connection with the Public Offering. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

It is understood that, if the Company notifies the undersigned in writing that it does not intend to proceed with the Public Offering, if the Underwriting Agreement does not become effective on or before September 30, 2006, or if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from the obligations under this agreement.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.


		Very truly yours,

		(Name)

		(Address)

A-2

EXHIBIT B

[_______], 2006

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
     and the other several
     Underwriters named in Schedule I
     to the Underwriting Agreement
     referred to below
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

We have acted as counsel to Chart Industries, Inc., a Delaware corporation (the “Company”), in connection with the purchase by you of an aggregate of 12,500,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company from the Company pursuant to the Underwriting Agreement, dated [___], 2006, between you and the Company (the “Underwriting Agreement”).

We have examined the Registration Statement on Form S-1 (File No. 333-133254) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), as it became effective under the Securities Act; the Company’s prospectus, dated [___], 2006 (the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission under the Securities Act; the Company’s preliminary prospectus, dated [___], 2006 (the “Preliminary Prospectus”),

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.	-2-	[___], 2006

included in the Registration Statement immediately prior to the time the Registration Statement became effective under the Securities Act; and the Underwriting Agreement. We also have examined a specimen certificate representing the Common Stock of the Company. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other investigations, as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1 The Company has been duly incorporated and is validly existing and in good standing as a corporation under the law of the State of Delaware and has full corporate power and authority to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus.

2 The Shares have been duly authorized by the Company and, upon payment and delivery in accordance with the Underwriting Agreement, the Shares will be, validly issued, fully paid and nonassessable.

3. The statements made in the Preliminary Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute summaries of the terms of the Common Stock (including the Shares), constitute accurate summaries of the terms of such Common Stock in all

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.	-3-	[ ], 2006

material respects.

4. The statements made in the Preliminary Prospectus and the Prospectus under the caption “Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

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

6. The issue and sale of the Shares by the Company and the execution, delivery and performance by the Company of the Underwriting Agreement will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the Registration Statement, nor will such action violate the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to us issued pursuant to any federal or New York statute or the Delaware General Corporation Law by any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.

7. No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law or, to our knowledge, any federal or New York court or any Delaware court acting pursuant to the Delaware General Corporation Law is required for the issue and sale of the Shares by the Company and the compliance by the Company with all of the provisions of the Underwriting Agreement, except for the registration under the Securities Act and the Securities Exchange Act of 1934, as amended, of the Shares, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters.

8. The Registration Statement has become effective under the Securities Act and the Prospectus was filed on [___], 2006 pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or proceeding for that purpose has been instituted or threatened by the Commission.

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.	-4-	[ ], 2006

9. There are no preemptive rights under federal or New York law or under the Delaware General Corporation Law to subscribe for or purchase shares of the Common Stock. Except as disclosed in the Preliminary Prospectus and the Prospectus, there are no preemptive or other rights to subscribe for or purchase, nor any restriction upon the voting or transfer of, any shares of the Common Stock pursuant to the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws or any agreement or other instrument filed as an exhibit to the Registration Statement.

10. The Company is not, after giving effect to the offering and sale of Shares and the application of proceeds thereof as described in the Prospectus will not be, an “investment company” within the meaning of and subject to regulation under the Investment Company Act of 1940, as amended.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law.

This opinion letter is rendered to you in connection with the above-described transaction. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent, except that National City Bank, as the transfer agent for the Company, may rely upon paragraphs 2, 7 and 8 above, subject to the qualifications and limitation relating thereto.


	Very truly yours, SIMPSON THACHER & BARTLETT LLP

B-4

EXHIBIT C

[ __], 2006

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
      and the other several
      Underwriters named in Schedule I
      to the Underwriting Agreement
      referred to below

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

We have acted as counsel to Chart Industries, Inc., a Delaware corporation (the “Company”), in connection with the purchase by you of an aggregate of 12,500,000 shares of Common Stock, par value $0.01 per share (the “Shares”), of the Company, pursuant to the Underwriting Agreement dated ___, 2006 between the Company and you (the “Underwriting Agreement”).

We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement on Form S-1 (File No. 333-133254) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), the Company’s prospectus, dated ___, 2006 (the

C-1


Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

“Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act, the Company’s preliminary prospectus, dated ___, 2006 (the “Preliminary Prospectus”), included in the Registration Statement immediately prior to the time the Registration Statement became effective under the Securities Act or the pricing information listed on Schedule II to the Underwriting Agreement (such scheduled pricing information, together with the Preliminary Prospectus, the “Pricing Disclosure Package”), and we take no responsibility therefor, except as and to the extent set forth in numbered paragraph 3 of our opinion letter to you dated the date hereof.

In connection with, and under the circumstances applicable to, the offering of the Shares, we participated in conferences with certain officers and employees of the Company, representatives of Ernst & Young LLP, counsel to the Company, your representatives and your counsel in the course of the preparation by the Company of the Registration Statement, the Pricing Disclosure Package and the Prospectus and also reviewed certain corporate and other records and documents furnished to us by the Company, as well as the documents delivered to you at the closing. Certain of such corporate and other records and documents were not in English or were governed by the laws of jurisdictions other than the United States and, accordingly, we necessarily relied upon directors, officers and employees of the Company and its subsidiaries and other persons in evaluating such corporate and other records and documents.

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

Based upon our review of the Registration Statement, the Pricing Disclosure Package and the Prospectus, our participation in the conferences referred to above, our review of the corporate and other records and documents as described above, as well as our understanding of the U.S. federal securities laws and the experience we have gained in our practice thereunder:

	(i)		we advise you that the Registration Statement, as of the date it became effective under the Securities Act, and the Prospectus, as of ___, 2006, appeared, on its face, to be appropriately responsive, in all material respects, to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no view with respect to the financial statements or other financial or statistical data contained in, or omitted from, the Registration Statement or the Prospectus; and

	(ii)		nothing has come to our attention that causes us to believe that (a) the Registration Statement, as of the date it became effective under the Securities Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, (b) the Pricing Disclosure Package, as of pm on ___, 2006, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

misleading, or (c) the Prospectus, as of ___, 2006 or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that we express no belief in any of clauses (a), (b) or (c) above with respect to the financial statements or other financial or statistical data contained in, or omitted from, the Registration Statement, the Pricing Disclosure Package or the Prospectus.

This letter is delivered to you in connection with the above-described transaction. This letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation.


	Very truly yours, SIMPSON THACHER & BARTLETT LLP

C-4

EXHIBIT D

[________], 2006

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
                and the other several
                Underwriters named in Schedule I
                To the Underwriting Agreement
                Referred to below
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Re: Chart Industries, Inc .

Ladies and Gentlemen:

I am the Vice President, General Counsel and Secretary of Chart Industries, Inc., a Delaware corporation (the “ Company ”), and have acted as counsel for the Company and those direct and indirect subsidiaries of the Company listed on Annex I attached hereto (collectively, the “ Significant Subsidiaries ”) in connection with the purchase by you of an aggregate of 12,500,000 shares (the “ Shares ”) of the Company’s Common Stock, par value $0.01 per share (the “ Common Stock ”), from the Company pursuant to the Underwriting Agreement, dated [___], 2006, between you and the Company (the “ Underwriting Agreement ”). Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein with the same meaning.

This opinion is delivered to you pursuant to Section 7(a)(ii) of the Underwriting Agreement. Concurrent with the delivery of this opinion Simpson Thacher & Bartlett LLP, special counsel to the Company is delivering to you separate opinions to which you are referred for further information regarding legal matters arising under the Underwriting Agreement.

In arriving at the opinions express below, I or the attorneys, paralegals and other professionals under my supervision or direction (with whom I have consulted) have examined and relied on the following documents:

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

(i) an executed copy of the Underwriting Agreement;

(ii) copies of each of (i) the respective certificates of incorporation or similar organizational documents of the Company and the Significant Subsidiaries (other than Chart Biomedical Limited and Chart Ferox a.s. (collectively, the “Foreign Subsidiaries”)), each as amended to the date of this letter and certified by the Secretary of State of Delaware and (ii) the respective bylaws or similar organizational documents of the Company and the Significant Subsidiaries (other than the Foreign Subsidiaries), each as amended to the date of this letter and certified by an officer of the Company to be true and correct on the date of this letter (together, the “ Organizational Documents ”);

(iii) the Registration Statement on Form S-1 (File No. 333-133254) (the “ Registration Statement ”) filed by the Company under the Securities Act of 1933, as amended (the “ Securities Act ”), as it became effective under the Securities Act;

(iv) the Company’s preliminary prospectus, dated [___], 2006 (the “ Preliminary Prospectus ”), included in the Registration Statement immediately prior to the time the Registration Statement became effective under the Securities Act;

(v) the Company’s prospectus, dated [___], 2006 (the “ Prospectus ”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission under the Securities Act;

(vi) the pricing information included on Schedule A hereto (such scheduled pricing information, together with the Preliminary Prospectus, the “ Pricing Disclosure Package ”); and

(vii) such other documents as I or the attorneys, paralegals and other professionals under my supervision or direction (with whom I have consulted) have deemed necessary or appropriate as a basis for the opinions set forth below.

In addition, I or the attorneys, paralegals or other professionals under my supervision or direction (with whom I have consulted) have examined and relied upon the originals, or duplicates or certified or conformed copies, of all such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and its subsidiaries and have made such other investigations of fact and law, as I have deemed relevant and necessary in connection with the opinions hereinafter set forth.

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed or translated copies and the authenticity of the originals of such latter documents.

My opinion set forth in paragraph 6 below with respect to the ownership of the outstanding shares of capital stock of the Significant Subsidiaries is based solely upon my review of the stock ledgers of the Significant Subsidiaries or such comparable documents of the Foreign Subsidiaries certified to me by representatives of the Foreign Subsidiaries. The identification of the outstanding shares of the Company’s Common Stock, for purposes of my opinion in paragraph 5 below, is based solely upon my review of the stock ledgers of the Company.

Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that:

1. The Company has the power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus.

2. The Company has the corporate power and authority to execute, deliver and perform the Underwriting Agreement and has taken all corporate action necessary to authorize the execution, delivery and performance of the Underwriting Agreement.

3. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except to the extent that the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

4. Each Significant Subsidiary (other than the Foreign Subsidiaries, as to which I express no opinion) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own or lease its property and to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction which requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

5. All shares of the Company’s Common Stock outstanding prior to the issuance of the Shares have been duly authorized and validly issued and are fully paid and non-assessable.

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

6. All the outstanding shares of capital stock of each Significant Subsidiary (other than the Foreign Subsidiaries, as to which I express no opinion) have been duly authorized, validly issued and are fully paid and non-assessable, and all the outstanding shares of capital stock of each Significant Subsidiary other than the Chart Ferox a.s., and approximately 95.7% of the outstanding shares of capital stock of Chart Ferox a.s. are owned by the Company either directly or through wholly owned subsidiaries, and such ownership is, to my knowledge, free and clear of any security interest, claim, lien or encumbrance (other than liens, encumbrances and restrictions imposed in favor of the lenders under the Company’s senior secured credit facility described in the Preliminary Prospectus and the Prospectus or permitted thereunder).

7. The Company’s authorized equity capitalization is as set forth in the Preliminary Prospectus and the Prospectus.

8. To my knowledge, there are no pending or threatened actions, suits or proceedings by or before any court or governmental agency, authority or body or any arbitrator to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement, the Preliminary Prospectus or the Prospectus and are not so described.

9. None of the execution and delivery of the Underwriting Agreement or the offering and sale of the Shares will, as of the date of this letter and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Preliminary Prospectus and the Prospectus, conflict with, or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the Organizational Documents of the Company, (ii) any Applicable Contract, or (iii) any Applicable Law, other than in the case of clauses (ii) and (iii), such conflicts, breaches, violations, liens, charges or encumbrances that would not reasonably be expected to have a Material Adverse Effect, and provided that I express no opinion, in the case of clause (ii), with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company to the extent the determination of such breach or violation requires quantitative determination.

10. The use of facsimile signatures, affixed in the name and on behalf of National City Bank, as transfer agent and registrar, as applicable, on stock certificates evidencing shares of the Company’s Common Stock (i) is permitted under the General Corporation Law of the State of Delaware (the “ DGCL ”); (ii) will be valid and effective under DGCL; and (iii) is not inconsistent with any provision of the Company’s Amended

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

and Restated Certificate of Incorporation or Amended and Restated Bylaws, as amended to date.

As used in this letter, (i) “ Applicable Laws ” means those laws, rules or regulations of the United States of America and the State of Ohio, which a lawyer in the State of Ohio exercising customary professional diligence would reasonably be expected to recognize as being applicable to transactions of the type contemplated by the Underwriting Agreement, but excluding any securities laws of any jurisdiction and the rules and regulations of the National Association of Securities Dealers, Inc. and (ii) “ Applicable Contract ” means any agreement or instrument to which the Company or any of its subsidiaries is a party which are filed as an exhibit to the Registration Statement pursuant to Item 601(b) (4) or (10) of Regulation S-K.

I have not independently verified or checked the accuracy, completeness or fairness of the statements made or included in the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus and I take no responsibility therefor.

In connection with, and under the circumstances applicable to the offering and sale of the Shares, I or attorneys, paralegals and other professionals under my supervision or direction (with whom I have consulted) have participated in conference calls and meetings with certain officers and employees of the Company and its subsidiaries, representatives of Ernst & Young LLP, outside counsel to the Company and its subsidiaries and your counsel in the course of the preparation by the Company of the Registration Statement, the Pricing Disclosure Package and the Prospectus. I or attorneys, paralegals and other professionals under my supervision or direction (with whom I have consulted) also have reviewed certain records and documents of the Company and its subsidiaries furnished to me, as well as the documents delivered to you at the closing. Certain of such records and documents were not in English or were governed by the laws of jurisdictions other than the United States and, accordingly, I necessarily relied upon directors, officers and employees of the Company and its subsidiaries and other persons in evaluating such records and documents. Based upon our review of the Registration Statement, the Pricing Disclosure package and the Prospectus, our participation in the conference calls and meetings referred to above and our review of the records and documents as described above, no facts have come to my attention that cause me to believe that (i) the Registration Statement, at the time it became effective under the Securities Act, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) the Pricing Disclosure Package, as of [___] p.m. on [___], 2006, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading or (iii) the Prospectus, as of its date or as of the date of this letter, contained or contains any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that I express no view or belief in any of clauses (i), (ii) or (iii) above with respect to the financial statements, schedules or other financial or statistical data, including any pro

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Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC, Et. Al.				[ ], 2006

forma financial information, contained in or omitted from the Registration Statement, the Pricing Disclosure Package and the Prospectus.

I am admitted to practice law in the State of Ohio, and do not express any opinion herein concerning any law other than the laws of the United States of America, the State of Ohio and the DGCL. To the extent that any of my opinions set forth above are governed by the laws of any jurisdiction other than the State of Ohio, the DGCL or applicable federal law, I have assumed the laws of all such jurisdictions which may govern the Underwriting Agreement or otherwise are identical in all respects to the laws of the State of Ohio.

This letter is rendered only to the addressees hereof and is solely for their benefit in connection with the above-described transaction. This letter may not be relied upon, used, circulated, quoted or otherwise referred to by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without my prior written consent, except that National City Bank, as transfer agent and registrar of the Company, may rely upon the opinions set forth in paragraphs 5 and 10 above, subject to the assumptions, qualifications and limitations set forth herein relating to such opinions.


	Very truly yours, Matthew J. Klaben

D-6

ANNEX I

Significant Subsidiaries

Chart Inc.
Chart Energy & Chemicals, Inc.
Chart Biomedical Limited
Chart Ferox a.s.

D-7

Exhibit 4.1

COMMON STOCKCOMMON STOCK GTLS CUSIP 16115Q 30 8 INCORPORATED UNDER THE LAWSSEE REVERSE FOR CERTAIN DEFINITIONS OF THE STATE OF DELAWARE Chart Industries, Inc. THIS CERTIFIESTHAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF CHART INDUSTRIES, INC. transferable onthebooksof the Corporation by the holder of record hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificateisnotvalid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: NATIONAL CITY BANK PRESIDENT (CLEVELAND, OHIO) TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURESECRETARY

The Corporation will furnish without charge to each stockholder who so requests a statement of the designations, powers, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. Signature(s) Guaranteed: THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 5.1

[ • ], 2006

Chart Industries, Inc.
One Infinity Corporate Centre Drive
Suite 300
Garfield Heights, Ohio 44125-5370

Ladies and Gentlemen:

We have acted as counsel to Chart Industries, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of an aggregate of 14,375,000 shares of Common Stock, par value $0.01 per share (together with any additional shares of such stock that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement, the “Shares”).

We have examined the Registration Statement and a form of the share certificate, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon payment and delivery in accordance with the applicable definitive underwriting agreement approved by the Board, the Shares will be validly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Validity of the Shares” in the Prospectus included in the Registration Statement.


		Very truly yours,

		SIMPSON THACHER & BARTLETT LLP

Exhibit 10.11

CHART INDUSTRIES, INC.

STOCKHOLDER AGREEMENT

This Stockholder Agreement (this “ Agreement ”) is made and entered into effective as of ___, 2006, by and between Chart Industries, Inc., a Delaware corporation (the “ Company ”) and FR X Chart Holdings, LLC, a Delaware limited liability company (“ First Reserve ”).

R E C I T A L S

WHEREAS, First Reserve desires to set forth certain understandings with respect to its holdings of shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recital, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. MANAGEMENT RIGHTS.

1.1. Designation of Directors . (a) First Reserve shall be entitled to designate individuals to serve on the Board of Directors of the Company (the “ Board ”) in accordance with the following:

(i) First Reserve shall be entitled to designate three (3) directors for so long as it owns less than 50% but at least 25% of the aggregate number of shares of Common Stock outstanding;

(ii) First Reserve shall be entitled to designate two (2) directors for so long as it owns less than 25% but more than 10% of the aggregate number of shares of Common Stock outstanding; and

(iii) First Reserve shall be entitled to designate one (1) director for so long as it owns 10% of the aggregate number of shares of Common Stock outstanding; and

(iv) First Reserve shall not be entitled to designate any directors if it holds less than 10% of the aggregate number of shares of Common Stock outstanding.

(b) If any of the directors designated by First Reserve pursuant to Section 1.1(a) hereof is removed or vacates such position for any reason whatsoever, First Reserve shall be entitled to designate a new director to replace such former director as promptly as practicable after the occurrence of such removal or vacancy.

(c) In connection with an initial public offering or as otherwise required by applicable federal and state securities laws, the Board shall be expanded to include such additional independent directors as may be required by law or the rules of any exchange on which the shares are traded, with such independent directors to be selected by the Board and to be reasonably acceptable to First Reserve.

1.2 Fiduciary Duties . For purposes of clarification, each of the parties hereto agrees that, without limiting the fiduciary duties of members of the Board appointed by First Reserve to act in the best interests of the Company, First Reserve shall have no implied or express duty to the Company or to any other stockholder or optionholder of the Company as a result of this Agreement, and may act in its role as a stockholder accordingly. Each of the parties hereto further acknowledges that the scope of the duty of loyalty imposed under the Delaware General Corporation Law on First Reserve and its designees shall be defined and limited as follows.

(a) Certain Potential Conflicts . Each of the parties hereto acknowledges that:

(i) Any FRC Affiliate (as defined below) may engage in material business transactions with the Company;

(ii) directors, officers, and/or employees of any FRC Affiliate may serve as directors, officers, and/or employees of the Company or its subsidiaries;

(iii) one or more FRC Affiliates may now or in the future engage in the same or similar lines of business or other business activities as those in which the Company or its subsidiaries may engage; and

(iv) one or more FRC Affiliates may exercise a controlling influence over certain of the business, policy and strategic decisions of the Company and its subsidiaries.

(v) For purposes of this Agreement,

(A) the term “ FRC Affiliate ” means First Reserve and any person directly or indirectly controlling, controlled by or under common control with First Reserve. For purposes of the foregoing definition, the term “ controlling ” “ controlled by ” or “ under common control with ” means the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

(B) the term “ affiliate ” means with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term “ controlling ” “ controlled by ” or “ under common control with ” means the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

(b) Limitation of Liability . To the fullest extent permitted by law, neither any FRC Affiliate nor any director, officer or employee of any FRC Affiliate who may serve as an officer, director and/or employee of the Company and/or its subsidiaries shall be liable to the Company or its subsidiaries, except as expressly agreed in any written contract between the Company or any of its subsidiaries and an FRC Affiliate:

(i) by reason of any business decision or transaction undertaken by any FRC Affiliate which may be adverse to the interests of the Company or its subsidiaries;

(ii) by reason of any activity undertaken by any FRC Affiliate or by any other person in which any FRC Affiliate may have an investment or other financial interest which is in competition with the Company or its subsidiaries; or

(iii) without limiting the effect of Section 144 of the Delaware General Corporation Law, by reason of any transaction with any FRC Affiliate, or any transaction in which any FRC Affiliate shall have a financial interest, unless the party seeking to assert such liability shall bear the burden of proving, by clear and convincing evidence, that such transaction was not fair to the Company at the time it was authorized by the Board or a committee thereof.

(c) Competing Activities . Except as otherwise expressly provided in a written agreement between the Company or any of its subsidiaries and an FRC Affiliate:

(i) any FRC Affiliate and its officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries, may engage or invest in, independently or with others, any business activity of any type or description, including without limitation those that might be the same as or similar to the Company’s business. Without limiting the foregoing, the parties hereto acknowledge that FRC Affiliates may from time to time compete, directly or indirectly, with the Company, and that any such FRC Affiliate may in its sole discretion pursue such competing business without disclosure of such competition to the Company);

(ii) none of the Company, any subsidiary of the Company nor any other stockholder of the Company shall have any right in or to such business activities or ventures or to receive or share in any income or proceeds derived therefrom; and

(iii) to the extent required by applicable law in order to effectuate the purpose of this provision, the Company shall have no interest or expectancy, and specifically renounces any interest or expectancy, in any such business activities or ventures.

(d) Corporate Opportunities .

(i) A “ Company Opportunity ” shall mean an investment or business opportunity or prospective economic advantage in which the Company or its subsidiaries or First Reserve or any FRC Affiliate could, but for the provisions of this Agreement, have an interest or expectancy. Except as set forth below in Section 1.2(d)(ii), (A) if any FRC Affiliate or, any of its officers, directors, agents, stockholders, members, partners, or subsidiaries acquires knowledge of, or an interest or an expectancy in, a Company Opportunity, none of the Company and its subsidiaries shall have any interest or expectancy, and the Company hereby renounces any interest or expectancy, in such Company Opportunity; and (B) no such FRC Affiliate nor any of its officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries shall (1) have a duty to communicate or present such a Company Opportunity to the Company or its subsidiaries or (2) be deemed to have breached any fiduciary duty as a stockholder, director, or officer of the Company or otherwise by pursuing or acquiring such Company Opportunity for itself or not communicating information regarding such Company Opportunity to the Company.

(ii) Notwithstanding the provisions of clause 1.2.(d)(i), the Company does not renounce any interest or expectancy it may have in any Company Opportunity that is or was (A) offered to any person who is both (1) an officer or director of an FRC Affiliate and (2) an officer, director or employee of the Company, if such opportunity is expressly offered to such person in his or her capacity as an officer, director or employee of the Company; or (B) first identified by an FRC Affiliate solely through the disclosure of information made by or on behalf of the Company.

(iii) Neither the alteration, amendment or repeal of this Section 1.2 nor the adoption of any provision or amendment of the Certificate of Incorporation of the Company inconsistent with this Section 1.2 shall eliminate or reduce the effect of this Section 1.2 in respect of any matter

occurring, or any cause of action, suit or claim that, but for this Section 1.2, would accrue or arise prior to such alteration, amendment, repeal or adoption.

2. REGISTRATION RIGHTS.

2.1. Definitions . For purposes of this Section 2:

(a) Registration . The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”), and the declaration or ordering of effectiveness of such registration statement, and shall include Takedowns of Registrable Securities.

(b) Registrable Securities . The term “ Registrable Securities ” means (1) all shares of Common Stock now beneficially owned or hereinafter acquired by First Reserve or any current or future employee of the Company who is party to a Management Stockholder’s Agreement holding registration rights, and any equity of the Company or other entity acquired by First Reserve or any such employee in exchange for shares of Common Stock, and (2) all other securities of the Company hereinafter acquired by First Reserve from the Company. Notwithstanding the foregoing, “ Registrable Securities ” shall exclude (i) any Registrable Securities sold by a person in a transaction in which rights under this Section 2 are not assigned in accordance with this Agreement and (ii) any Registrable Securities sold by a stockholder in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise.

(c) Holder . For purposes of this Section 2, the term “ Holder ” means any stockholder of the Company owning of record Registrable Securities, or any permitted assignee of record of such Registrable Securities to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.

(d) Management Stockholder’s Agreement . The term “ Management Stockholder’s Agreement ” means a Management Stockholder’s Agreement among a current or future employee of the Company, the Company and First Reserve.

(e) SEC . The term “ SEC ” means the U.S. Securities and Exchange Commission.

(f) Takedown . The term “ Takedown ” means an offering of Registrable Securities pursuant to a Shelf Registration (as defined below), other than a sale of shares “at the market” not involving any third party underwriter.

2.2. Demand Registration .

(a) Request by First Reserve . If the Company shall receive a written request from First Reserve that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2 (a “ Demand Notice ”), then the Company shall, within five (5) business days of the receipt of a Demand Notice, give written notice of such request (“ Request Notice ”) to all Holders and shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that First Reserve requests to be registered in the Demand Notice, subject only to the limitations of this Section 2.2 and the Company’s obligations under Management Stockholder’s Agreements. Notwithstanding the prior sentence, the Company shall not be obligated to effect any such registration if the Company has, within the three (3) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to (i) this Section 2.2, or (ii) Section 2.3 in which First Reserve participated, other than a

registration from which all or a portion of the Registrable Securities of First Reserve were excluded pursuant to the provisions of Section 2.3(b).

(b) Underwriting . If First Reserve intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by First Reserve and such Holder) as provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by First Reserve. Notwithstanding any other provision of this Section 2.2, if the managing underwriter(s) determine in good faith that marketing factors require a limitation of the number of securities to be underwritten, the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities as necessary from the registration and the underwriting, with the number of shares to be included in the registration and the underwriting allocated in the following manner: first to First Reserve and to each of the other Holders requesting inclusion of their Registrable Securities in such registration statement, on a pro rata basis, based on the total number of Registrable Securities then held by First Reserve and each other such Holders; and second to the Company; provided that if the managing underwriter(s) determine in good faith that allowing Holders other than First Reserve to include their Registrable Securities in a registration statement on a pro rata basis with Registrable Securities requested by First Reserve to be included in such registration statement would adversely affect the distribution of the Registrable Securities being offered, then the number of shares to be included in such registration statement and the underwriting shall be allocated in the following manner: first to First Reserve; second to the Company; and third to each of the other Holders requesting inclusion of their Registrable Securities in such registration statement, on a pro rata basis, based on the total number of Registrable Securities then held by each other such Holders. No other Registrable Securities may be included in the Registration Statement (other than by the Company or by the Holders pursuant to Section 2.3) without First Reserve’s consent. If, as a result of any reduction or limitation at the request of an underwriter, a registration effected pursuant to this Section 2.2 does not include at least 80% of the Registrable Securities that First Reserve requested to be registered in the Demand Notice, such registration shall not constitute a demand for purposes of Section 2.2(e). For any Holder that is a partnership, the Holder and the partners and retired partners (if any) of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(c) Shelf Registration . If the Company is eligible to register the resale of Registrable Securities by Holders on Form S-3, then any registration under Section 2.2(a) shall, if requested in the Demand Notice, be effected on Form S-3 pursuant to Rule 415 under the Securities Act (or its successor) on a continuous basis for the period requested (a “ Shelf Registration ”). If such a Shelf Registration is requested in the Demand Notice (such Shelf Registration, a “ Holder Shelf Registration ”):

(i) The Company shall be entitled to require that a Holder or Holders refrain from effecting any public sales or distributions of the Registrable Securities pursuant to a Holder Shelf Registration (a “ Distribution Suspension ”), if the Board reasonably determines that such public sales or distributions would interfere in any material respect with any transaction involving the Company that the Board reasonably determines to be material to the Company; provided, however, that in no event shall

any one or more Distribution Suspension(s) be in effect for more than a total of ninety (90) days in any twelve month period. The Board shall, as promptly as practicable, give the Holders written notice of any Distribution Suspension. If the Board institutes a Distribution Suspension, the Company shall be required to lift that Distribution Suspension as soon as reasonably practicable after the Board determines public sales or distributions by Holders shall not interfere with any such transaction (and, in all events, on or before the 90 day limit set forth above).

(ii) The Form S-3 shall provide that First Reserve and the other Holders participating in the Shelf Registration (collectively, the “ Shelf Holders ”), may from time to time distribute some or all of the Registrable Securities included in that Shelf Registration (the “ Shelf Securities ”) by means of an underwritten offering (a “ Shelf Underwriting ”). The Company may not participate in any such Shelf Underwriting without the prior consent of First Reserve in its sole discretion. Only First Reserve shall have the right to initiate a Shelf Underwriting with respect to Shelf Securities included in a Holder Shelf Registration, and each such Shelf Underwriting shall be governed by the terms of this Section 2.2 but shall not constitute an additional demand for purposes of Section 2.2(e).

(iii) First Reserve shall provide the Company with written notice (a “ Shelf Underwriting Request ”) if it wishes to distribute Shelf Securities pursuant to a Shelf Underwriting. Each Shelf Underwriting Request shall indicate the proposed timing and number of Shelf Securities to be sold by First Reserve pursuant to the Shelf Underwriting, and shall also include First Reserve’s good faith judgment as to whether, given the proposed timing of the Shelf Underwriting, it would be reasonably practicable for the other Shelf Holders to participate in such Shelf Underwriting. The requirements of this Section 2.2(c)(iii) shall not apply to any Shelf Underwriting in which, in First Reserve’s good faith judgment, it would not be reasonably practicable for the other Shelf Holders to participate given the proposed timing of that Shelf Underwriting (each such Shelf Underwriting, an “ Overnight Deal ”). No other Shelf Holder shall have a right to participate with First Reserve in any Overnight Deal. The Company shall inform each other Holder of any Overnight Deal promptly after its consummation.

(iv) Within two business days of receiving a Shelf Underwriting Request for a Shelf Underwriting that is not an Overnight Deal, the Company shall give written notice (a “ Shelf Notice ”) of such Shelf Underwriting Request to all other Shelf Holders. Each Shelf Holder desiring to include all or any part of the Shelf Securities held by such Shelf Holder in any such Shelf Underwriting shall within two business days after receipt of the Shelf Notice so notify in writing the Company and First Reserve, and in such notice shall inform the Company and First Reserve of the number of Shelf Securities such Shelf Holder (each, along with First Reserve, a “ Participating Holder ”) wishes to include in such Shelf Underwriting.

(v) The Company and all Participating Holders shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such Shelf Underwriting by First Reserve. If the managing underwriter(s) determine in good faith that marketing factors require a limitation of the number of securities proposed to be included in the Shelf Underwriting, the Company shall so advise all Participating Holders, and the managing underwriter(s) may exclude shares of the Shelf Securities as necessary from Shelf Underwriting, with the number of shares to be included in the Shelf Underwriting allocated to First Reserve and each of the other Participating Holders requesting inclusion of their Shelf Securities in such Shelf Underwriting on a pro rata basis, based on the total number of Shelf Securities then held by First Reserve and each other such Participating Holders (the defined term “Participating Holder” shall be construed for purposes of this Section 2.2(c)(v) in the same manner as the term “Holder” is construed in the last sentence of Section 2.2(b)); provided that if the managing underwriter(s) determine in good faith that allowing Participating Holders other than First Reserve to include their Shelf Securities in a Shelf Underwriting on a pro rata basis with Shelf Securities requested by First Reserve to be included in such Shelf Underwriting would

adversely affect the distribution of the Shelf Securities being offered, then the number of Shelf Securities to be included in such Shelf Underwriting shall be allocated in the following manner: first to First Reserve; and second to each of the other Participating Holders requesting inclusion of their Shelf Securities in such Shelf Underwriting on a pro rata basis, based on the total number of Shelf Securities then held by each other such Participating Holders.

(d) Takedowns .

(i) If prior to any First Reserve request for registration pursuant to Section 2.2(a), (i) the Company shall have filed a Shelf Registration covering First Reserve’s Registrable Securities, (ii) such Shelf Registration contemplated the intended method of distribution requested by First Reserve, (iii) such Shelf Registration shall have registered for resale by First Reserve its Registrable Securities, and (iv) the Shelf Registration is effective when First Reserve would otherwise make a request for registration under Section 2.2(a), the Company shall not be required to separately register any Registrable Securities in response to such request, and such request shall be deemed to be a request that the Company cooperate in effecting a Takedown of the Registrable Securities pursuant to such Shelf Registration.

(ii) If the Company proposes to effect a Takedown from a Shelf Registration, whether for its own account or for the account of other Holders who have Registrable Securities covered by such Shelf Registration, or both, the Company shall give notice thereof to First Reserve, and First Reserve may request to have its Registrable Securities included in such Takedown to the same extent, and subject to the same limitations (including the reduction of shares included in such Takedown), as if such Takedown were a registration pursuant to Section 2.3.

(iii) At any time after the date of this Agreement, First Reserve may request that the Company cooperate in effecting a Takedown of all or any portion of the Registrable Securities held by First Reserve that remain covered by a Shelf Registration (any such request, other than in response to a notice from the Company pursuant to Section 2.2(d)(ii), being a “ Takedown Request ”). If First Reserve makes a Takedown Request:

	(1)		such Takedown Request shall count against the number of requests for registration permitted to be made by First Reserve only if road show assistance is provided in the offering pursuant to Section 2.5(h);

	(2)		the number of shares of Registrable Securities of First Reserve included in such Takedown may be reduced in the manner set forth in Section 2.2(b); and

	(3)		the Company shall use its reasonable best efforts to effectuate such Takedown as promptly thereafter as practicable, and otherwise shall fulfill its obligations in connection with such Takedown in accordance with the provisions of this Agreement as if such Takedown were a registration requested or effected pursuant to Section 2.2(a).

(iv) In the case of a request for a Takedown or inclusion in a Takedown, all references in this Agreement to the effective date of a Registration shall be deemed to refer to the date of pricing of such Takedown.

(e) Maximum Number of Demand Registrations . Except as set forth below, the Company shall be obligated to effect only four (4) registrations pursuant to Section 2.2(a), each of which may be a Shelf Registration. A Registration shall be effected for purposes of this Section 2.2(e) when and if a registration statement is declared effective by the SEC and the distribution of securities thereunder has been completed without the occurrence of any stop order or proceeding relating thereto suspending the effectiveness of the Registration. Notwithstanding the foregoing sentences, there shall be no limit to the number of registrations on Form S-3 that may be requested and obtained by First Reserve, other than demands for Shelf Registrations (each of which shall count against the four demand registration limit).

(f) Deferral . Notwithstanding the foregoing, if the Company shall furnish to First Reserve a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of First Reserve; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period.

(g) Expenses . All expenses incurred in connection with any registration pursuant to this Section 2.2, including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and disbursements of counsel for the Company, and fees and expenses of one counsel for the Holders (selected by First Reserve) shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 2.2 shall bear such Holder’s proportionate share (based on the total number of Registrable Securities sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.2 if the registration request is subsequently withdrawn at the request of First Reserve, unless First Reserve agrees that such registration constitutes the use by it of one (1) demand registration pursuant to this Section 2.2; provided , however , that if at the time of such withdrawal, First Reserve has learned of a material adverse change in the condition, business, or prospects of the Company not known to First Reserve at the time of its request for such registration and has withdrawn its request for registration with reasonable promptness after learning of such material adverse change, then the Company shall be required to pay all such expenses and such registration shall not constitute the use of a demand registration pursuant to this Section 2.2.

2.3. Piggyback Registrations .

(a) Notices . The Company shall promptly notify First Reserve in writing (a “ Piggyback Notice ”) prior to filing any registration statement under the Securities Act for purposes of effecting an offering of securities of the Company (including, but not limited to, registration statements relating to the initial or secondary public offerings of securities of the Company, whether pursuant to Section 2.2 or otherwise, but excluding registration statements with respect to an employee benefit plan or a corporate reorganization, merger or acquisition). Subject to Section 2.3(b), the Company will afford First Reserve an opportunity to include in such registration statement all or any part of the Registrable Securities then held by First Reserve that are of the same class and type as the securities being offered under such registration statement. If First Reserve desires to include in any such registration statement all or any part of the Registrable Securities held by it, First Reserve shall within ten (10) days after receipt of the Piggyback Notice so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities it wishes to include in such registration statement. If First Reserve decides not to include all of its Registrable Securities in any such registration statement, it shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration

statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth in this Agreement.

(b) Underwriting . If a registration statement referred to in the Piggyback Notice is for an underwritten offering, then the Company shall so advise First Reserve. In such event, the right of First Reserve to include Registrable Securities in such a Registration shall be conditioned upon First Reserve’s participation in such underwriting, the inclusion of its Registrable Securities in the underwriting as provided herein and First Reserve entering into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise First Reserve, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of shares that will be included in the registration and the underwriting shall be allocated as set forth in Section 2.2, or, if the underwriting is not pursuant to Section 2.2, shall be allocated first to the Company, and second , to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If First Reserve disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The defined term “Holder” shall be construed for purposes of this Section 2.3(b) in the same manner as set forth in the last sentence of Section 2.2(b)).

(c) Expenses . All expenses incurred in connection with a registration pursuant to this Section 2.3 (excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders), including, without limitation all federal and “blue sky” registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Holders (selected by First Reserve), and fees and disbursements of counsel for the Company, shall be borne by the Company. If it participates in a registration pursuant to this Section 2.3, First Reserve shall bear its proportionate share (based on the total number of Registrable Securities sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering.

(d) Not Demand Registration . Registration pursuant to this Section 2.3 shall not be deemed to be a demand registration as described in Section 2.2, unless First Reserve specifically elects otherwise in writing. There shall be no limit on the number of times First Reserve may request registration of Registrable Securities under this Section 2.3.

(e) Withdrawal Right . Notwithstanding any provision contained in this Section 2.3 to the contrary, the Company shall have the right to terminate or withdraw any registration statement initiated by it (other than in response to a Holder Notice under Section 2.2) prior to the effectiveness of such registration statement whether or not First Reserve has elected to include its Registrable Securities in such registration statement.

(f) Shelf Registrations . In the event the registration commenced by the Company pursuant to this Section 2.3 was not commenced pursuant to a Demand Notice and is a Shelf Registration (any such Shelf Registration, a “ Company Shelf Registration ”): (i) the Company and, if it requests inclusion of its Registrable Securities in such registration pursuant to Section 2.3(a), First Reserve shall comply with the provisions of Section 2.2(c); (ii) the piggy-back rights of First Reserve and the other provisions of Section 2.3 shall apply to both the Company Shelf Registration and any Shelf Underwriting initiated from time to time by the Company to distribute some or all of the Registrable Securities included

in a Company Shelf Registration; and (iii) for purposes of Section 2.3, any such Shelf Underwriting shall be deemed to be a registration for an underwritten offering commenced by the Company pursuant to Section 2.3. Notwithstanding anything contained in Section 2.2(c), the Company (along with First Reserve) shall have the right to initiate a Shelf Underwriting to distribute Registrable Securities included in a Company Shelf Registration, and the Company shall be deemed a Shelf Holder for purposes of any Shelf Underwriting initiated by First Reserve with respect to Registrable Securities included in the Company Shelf Registration. If all of the Common Stock held by First Reserve may be sold or transferred in the manner permitted under Rule 144(k) promulgated under the Securities Act, First Reserve’s rights under this Section 2.3(f) shall not apply to any Company Shelf Registration in which, in the Board’s good faith judgment, it would not be reasonably practicable for First Reserve or any other person to participate given the proposed timing of that Company Shelf Registration. The Company shall inform First Reserve of any such Company Shelf Registration promptly after its consummation.

2.4. Lock-ups . With respect to any underwritten offering in which the Company or First Reserve is selling securities pursuant to Section 2.2 or 2.3 (including without limitation the Company’s initial public offering and any Shelf Underwriting), beginning on (a) the effective date of a registration statement filed by the Company pursuant to Section 2.2 or 2.3 (in the case of a registration statement other than a Shelf Registration) or (b) the date of the underwriting agreement executed in connection with a Shelf Underwriting (each an “ Effective Date ”), other than as provided in the last sentence of this Section 2.4, First Reserve and the Company each agree (unless the managing underwriters of the underwritten offering otherwise agree) to not (i) effect any issuance, sale, transfer, assignment, pledge, conveyance (including, without limitation, taking any short position in), or repurchase of Common Stock (or any securities of the Company exchangeable or convertible into Common Stock) for a period of 90 days after the Effective Date (the “ Lock-up Period ”) or such longer time (not to exceed an additional 90 days) as requested by the underwriters for such offering and agreed to by First Reserve in its sole discretion (the “ Additional Period ”); and (ii) the Company agrees to not file with the SEC any other registration statement, or any supplement or amendment to a previously filed shelf registration statement, from the Effective Date until the later of the expiration of the Lock-up Period or the completion of the period of distribution of any underwritten offering (but not to exceed the Additional Period). First Reserve and the Company agree to enter into customary lock-up agreements with an underwriter consistent with the terms of this Section 2.4. The restrictions in this Section 2.4 shall not prevent the Company from filing with the SEC registration statements relating to any employee benefit plan, corporate reorganization, or issuance of debt that is not convertible into equity, and shall not apply to (X) the Registrable Securities to be sold, or any shares of stock to be sold by the Company, under any underwritten offering contemplated by Section 2.2 or 2.3; (Y) any shares of Common Stock issued by the Company upon the exercise of an option, warrant or other security or the conversion of a security outstanding on the Effective Date; or (Z) any shares of Common Stock issued or options or other securities to purchase or acquire Common Stock granted pursuant to employee benefit plans of the Company existing as of the Effective Date.

2.5. Obligations of the Company . Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a) Registration Statement . Subject to the provisions of Section 2.2(e), prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective and to keep any such registration statement (including any Shelf Registration) effective for so long as required by the Securities Act to complete the distribution, provided however that in no event shall the Company be required to keep a registration statement effective for greater than two years.

(b) Amendments and Supplements . Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Prospectuses . Furnish to First Reserve such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d) Blue Sky . Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by First Reserve; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) Underwriting . In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form (including indemnification provisions), with the managing underwriter(s) of such offering. First Reserve shall, if it is participating in the underwritten offering, also enter into and perform its obligations under such an agreement.

(f) Notification . Notify First Reserve at any time when a prospectus relating to an offering of Registrable Securities is required to be delivered under the Securities Act of the happening of any event as a result of which such prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall promptly notify First Reserve and each underwriter, broker, dealer and placement agent participating in any offering or sale or other distribution of securities covered by such registration statement of the issuance or threatened issuance of any order suspending the registration or qualification of any Registrable Securities included in such offering for disposition in any jurisdiction; use its commercially reasonable efforts to prevent the issuance of any such threatened order and, if any such order is issued, use its commercially reasonable efforts to obtain the lifting or withdrawal of such order at the earliest possible moment and promptly notify First Reserve and each such underwriter, broker, dealer and placement agent of any lifting or withdrawal.

(g) Opinion and Comfort Letter . Furnish, at the request of First Reserve or of any underwriter in connection therewith, on the date or dates requested by First Reserve or such underwriter, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to First Reserve, addressed to the underwriters, if any, and to First Reserve and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to First Reserve, addressed to the underwriters, if any, and, if permissible, to First Reserve.

(h) Road Shows . To the extent reasonably requested by First Reserve, cause the appropriate members of the management and employees of the Company to participate in meetings, diligence sessions, and road shows.

(i) Maintenance of Listed Status . Following its initial public offering, the Company shall use its best efforts to (i) cause all Registrable Securities to be listed on the securities exchange or automated quotation system on which the Company’s Common Stock is initially listed; and (ii) to maintain its status as a listed company on such exchange or quotation system or such other major national securities exchange as the Company’s Board of Directors may determine. In the event the Company should be de-listed from such exchange or quotation system, the Company shall use its best efforts to regain its status as a listed company on such exchange or quotation system as promptly as is reasonably possible.

(j) Additional Actions . Take all other actions which are reasonably necessary or which may be reasonably requested by First Reserve or any underwriter, broker, dealer or placement agent participating in any offering or sale or other distribution of securities covered by such registration statement to effect the registration and qualification of the Registrable Securities covered by such registration statement and to facilitate the disposition thereof in accordance with the respective plans of distribution of the selling Holders.

2.6. Indemnification . In the event any Registrable Securities owned by First Reserve are included in a registration statement under Sections 2.2 or 2.3:

(a) By the Company . To the extent permitted by law, the Company will indemnify and hold harmless First Reserve, the partners, officers and directors of First Reserve, any underwriter (as determined in the Securities Act) for First Reserve and each person, if any, who controls First Reserve or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “ Exchange Act ”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse First Reserve and each such partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that the indemnity agreement contained in this subsection 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by First Reserve or such partner, officer, director, underwriter or controlling person of First Reserve.

(b) By First Reserve . To the extent permitted by law, First Reserve will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act and any underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person or underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by First Reserve concerning it expressly for use in connection with such registration; and First Reserve will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action: provided , however , that the indemnity agreement contained in this subsection 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of First Reserve, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by First Reserve under this Section 2.6(b) in respect of any Violation shall not exceed the net proceeds received by First Reserve in the registered offering out of which such Violation arises.

(c) Notice . Promptly after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses of no more than one separate counsel to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 2.6 to the extent the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnified party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.6.

(d) Contribution . In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) First Reserve exercising rights under this Agreement, or any controlling person of First Reserve, makes a claim for indemnification pursuant to this Section 2.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of First Reserve or any such controlling person in circumstances for which indemnification is provided under this Section 2.6; then, and in each such case, the Company and First Reserve will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that First Reserve is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement and the Company is responsible for the remaining portion; provided , however , that, in any such case: (A) First Reserve will not be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by First Reserve pursuant to

such registration statement; (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation, and (C) in determining relative fault, due consideration shall be given to whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or First Reserve on the other.

(e) Survival . The obligations of the Company and First Reserve under this Section 2.6 shall survive until the earlier of (i) the one year anniversary of the expiration of all applicable statutes of limitation or extensions of such statutes or (ii) the termination of First Reserve Fund X, L.P.

2.7. Furnish Information .

(a) First Reserve, as a condition to its participation in any registration or offering contemplated by this Section 2, agrees to furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably requested by the Company or otherwise required to timely effect the Registration of their Registrable Securities.

(b) Upon the reasonable request of the Company, First Reserve shall inform the Company what Registrable Securities other than Common Stock is owned by First Reserve.

2.8. Rule 144 Reporting; S-3 Eligibility . With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of “Restricted Securities” (used herein as defined in Rule 144 under the Securities Act) to the public without registration, and to be eligible to use Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times during which the Company is subject to the reporting requirements of the Exchange Act;

(b) file with the SEC in a timely manner (including any permissible extensions under Rule 12b-25 under the Exchange Act or any successor rule) all reports and other documents required of the Company under the Securities Act and the Exchange Act (at all times during which the Company is subject to such reporting requirements); and

(c) so long as First Reserve owns any Restricted Securities, to furnish to First Reserve forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and with regard to the Securities Act and the Exchange Act (at all times during which the Company is subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as First Reserve may reasonably request in availing itself of any rule or regulation of the SEC allowing First Reserve to sell any such securities without registration.

2.9. Impact of Merger . In the event the Company merges with or into another entity, the terms of this Section 2 shall apply to any equity received by First Reserve in connection with the merger in exchange for the Common Stock or other Registrable Securities held by First Reserve immediately prior to the consummation of the merger.

3. ASSIGNMENT, AMENDMENT AND TERMINATION.

3.1. Assignment . Notwithstanding anything herein to the contrary:

(a) Registration Rights . The registration rights of First Reserve under Section 2 of this Agreement may be assigned in connection with any Transfers made by First Reserve; provided , however , that no party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning party at the time of such assignment stating the name and address (which shall be deemed the address for notice until changed in accordance with Section 5.1) of the assignee and identifying the securities of the Company as to which the rights in question are being assigned and (ii) any such assignee shall have agreed to be subject to all the terms and conditions of this Agreement, including without limitation the provisions of Section 2 and this Section 3. Any assignment not made in accordance with the foregoing terms shall not be effective.

(b) Management and Information Rights . The management rights under Section 1 of this Agreement and information rights under Section 2.8(c) of this Agreement may be assigned by First Reserve to another FRC Affiliate, but may not otherwise be assigned.

3.2. Amendment of Rights . This Agreement may be amended only by a written instrument signed by each of the parties hereto. If either party fails to enforce any of the provisions of this Agreement or any rights or fails to exercise any election provided in this Agreement, it will not be considered to be a waiver of those provisions, rights or elections or in any way affect the validity of this Agreement. The failure of any party to exercise any of these provisions, rights or elections will not preclude or prejudice such party from later enforcing or exercising the same or any other provision, right or election which it may have under this Agreement.

4. LEGEND.

Each certificate representing shares of capital stock of the Company now or hereafter owned by a First Reserve shall be endorsed with the following legend, to the extent so required by the Securities Act or any applicable securities law:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. STOCKHOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

5. GENERAL PROVISIONS.

5.1. Notices . Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when received when sent

by facsimile at the address and number set forth below; (c) three (3) business days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed to the parties as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To First Reserve:

FR X Chart Holdings, LLC
c/o First Reserve Corporation
600 Travis, Suite 6000
Houston, TX 77002
Attn: Timothy Day
Fax: (713) 437-5146

With a copy to:

First Reserve Corporation
One Lafayette Place
Greenwich, CT 06830
Attn: Thomas R. Denison
Fax Number: (203) 661-6729

and a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attn: Patrick J. Naughton
Fax: (212) 455-2502

To the Company:

Chart Industries, Inc.
One Infinity Corporate Centre Drive, Suite 300
Garfield Heights, Ohio 44125
Attn: Chief Financial Officer and Secretary
Fax: (440) 753-1491

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 5.1 by giving the other parties written notice of the new address in the manner set forth above.

5.2. Entire Agreement; Interpretation; Termination of Prior Agreements . This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter of this Agreement.

5.3. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, EXCLUDING THAT BODY OF LAW RELATING TO CONFLICT OF LAWS AND CHOICE OF LAW.

5.4. Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

5.5. Third Parties . Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

5.6. Successors and Assigns . Subject to the provisions of Section 3.1, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

5.7. Captions . The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.

5.8. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures to this Agreement shall be valid for all purposes.

5.9. Arbitration . Any controversy, dispute, or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including, without limitation, the validity, scope, and enforceability of this section, may at the election of any party, be solely and finally settled by arbitration conducted in New York, New York, by and in accordance with the then existing rules for commercial arbitration of the American Arbitration Association, or any successor organization and with the Expedited Procedures thereof (collectively, the “ Rules ”). Each of the parties hereto agrees that such arbitration shall be conducted by a single arbitrator selected in accordance with the Rules; provided that such arbitrator shall be experienced in deciding cases concerning the matter which is the subject of the dispute. Either party may demand arbitration by written notice to the other and to the Arbitrator set forth in this Section 5.9 (“ Demand for Arbitration ”). Each of the parties agrees that if possible, the award shall be made in writing no more than 30 days following the end of the proceeding. Any award rendered by the arbitrator(s) shall be final and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the parties hereto agrees to treat as confidential the results of any arbitration (including, without limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such results to any unauthorized person, except as required by law. The parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. In the event of any arbitration with regard to this Agreement, each party shall pay its own legal fees and expenses, provided, however, that the parties agree to share the cost of the Arbitrator’s fees.

5.10. Jurisdiction . Except as set forth in Section 5.9, the parties hereby irrevocably submit and consent to the nonexclusive jurisdiction of the State and Federal Courts located in the State of New York with respect to any action or proceeding arising out of this Agreement or any matter arising therefrom or relating thereto. In any such action or proceeding, each of the parties waives personal service of the summons and complaint or other process and papers therein and agrees that the service thereof may be made by mail directed to such party at the address provided herein, service to be deemed complete seven (7) days after mailing, or as permitted under the rules of either of said courts.

[Signature Page Follows]

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


CHART INDUSTRIES, INC.				FR X CHART HOLDINGS, LLC

By:				By:

Name:				Name:
Title:				Title:

[Signature Page to Stockholder Agreement]

Exhibit 10.16

AMENDED AND RESTATED

CHART INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN

This Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan, initially approved by the Board of Directors of Chart Industries, Inc. on November 23, 2005 and amended on March 23, 2006, is hereby amended and restated in its entirety as follows:

1. Purpose of the Plan

The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

2. Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

	(a)		Act : The Securities Exchange Act of 1934, as amended, or any successor thereto.

	(b)		Affiliate : With respect to any entity, any entity directly or indirectly controlling, controlled by, or under common control with, such entity.

	(c)		Award : An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.

	(d)		Beneficial Owner : A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).

	(e)		Board : The Board of Directors of the Company.

	(f)		Change in Control : The occurrence of any of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any Person or “group” (as such term is defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; (ii) any Person or group, other than the Permitted Holders, is or becomes the Beneficial Owner (except that a person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or (iii) during any period of two (2) consecutive years,

individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office.

	(g)		Code : The Internal Revenue Code of 1986, as amended, or any successor thereto.

	(h)		Committee : The Board or any person or persons designated by the Board to administer the Plan.

	(i)		Company : Chart Industries, Inc., a Delaware corporation.

	(j)		Disability : Inability of a Participant to perform in all material respects his duties and responsibilities to the Company, or any Subsidiary of the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued for a period of six consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period. Any question as to the existence of the Disability of a Participant as to which the Participant and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Participant and the Company. If the Participant and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the Plan and any Award agreement.

	(k)		Employment : The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or its Affiliates and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board.

	(l)		Fair Market Value : On a given date, (i) if there is a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and the per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the

“NASDAQ”), or if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there is no public market for the Shares on such date, the Fair Market Value shall be the fair market value of the Shares as determined in good faith by the Board assuming a hypothetical liquidation of the Company or the sale of the Company to a third party; provided that if the Participant disagrees with the Board’s determination, he may require the Company to retain an independent investment banker to determine the fair market value. The Company will bear the cost of such appraisal, unless the appraised value is 110% or less of the Board’s determination of the fair market value, in which case the Participant will bear the cost of such appraisal.

	(m)		Other Stock-Based Awards : Awards granted pursuant to Section 8 of the Plan.

	(n)		Option : A stock option granted pursuant to Section 6 of the Plan.

	(o)		Option Price : The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

	(p)		Participant : An employee, director or consultant of the Company or its Affiliates who is selected by the Committee to participate in the Plan; provided however that, if the Shares issuable under this Plan are registered under the Securities Act of 1933, as amended on a Registration Statement on Form S-8 (or any successor form), then consultants may be Participants only to the extent Shares issuable hereunder may be registered on Form S-8 (or any successor form).

	(q)		Permitted Holder : As of the date of determination, any and all of (i) an employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or its Affiliates or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company and (ii) First Reserve Fund X, L.P. or any of its Affiliates.

	(r)		Person : A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).

	(s)		Plan : The Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan.

	(t)		Shares : Shares of common stock of the Company.

	(u)		Stock Appreciation Right : A stock appreciation right granted pursuant to Section 7 of the Plan.

(v)

Subsidiary : A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

3. Shares Subject to the Plan

The total number of Shares which may be issued under the Plan is 3,421,030. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards or portions of Awards which terminate or lapse without issuance of Shares may be granted again under the Plan.

4. Administration

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. Subject to Section 15 of the Plan, the Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award and the Company or its Affiliates shall have the right and is authorized to withhold any applicable withholding taxes in respect to the Award, its exercise or any payment or transfer under or with respect to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares, provided that such shares have been held by the Participant for more than six (6) months (or such other period as established by the Committee from time to time in order to avoid adverse accounting treatment applying generally accepted accounting principles) or (b) with respect to minimum withholding amounts only, having Shares with a Fair Market Value equal to the amount withheld by the Company from any Shares that would have otherwise been received by the Participant.

5. Limitations

(a) No Award may be granted under the Plan after the tenth anniversary of the effective date of the Plan, but Awards theretofore granted may extend beyond that date.

(b) Subject to Section 9, neither the Option Price of an Option nor the exercise price of a Stock Appreciation Right may be reduced after the date of grant.

6. Terms and Conditions of Options

Options granted under the Plan shall be non-qualified stock options for federal income tax purposes which are not intended to be treated as options that comply with Section 422 of the Code, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

	(a)		Option Price . Subject to Section 4, the Option Price per Share shall be equal to the Fair Market Value on the applicable date of grant.

	(b)		Exercisability . Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

	(c)		Exercise of Options . Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by, and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased, or (v) through such cashless exercise procedures (including surrender of a portion of the Option in payment of the Option Price) as the Committee may permit. Except with respect to an adjustment pursuant to Section 9 of

the Plan, no Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d)

Attestation . Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the Option Price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

7. Terms and Conditions of Stock Appreciation Rights

	(a)		Grants . The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).

	(b)		Terms . The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the greater of (i) the Fair Market Value of a Share on the date the Stock Appreciation Right is granted or, in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the Option Price of the related Option and (ii) the minimum amount permitted by applicable laws, rules, by-laws or policies of regulatory authorities or stock exchanges. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is

received by the Company shall be the exercise date. Payment to the Participant shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c)

Limitations . The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.

8. Other Stock-Based Awards

(a)

Generally . The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“ Other Stock-Based Awards ”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made; the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9. Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a)

Generally . In the event of any change in the outstanding Shares after the effective date of the Plan by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders other than regular cash dividends or any transaction similar to the foregoing, the Committee

shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Award and/or (iii) any other affected terms of such Awards.

(b)

Change in Control . In the event of a Change in Control after the effective date of the Plan, (i) if determined by the Committee in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions may automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (ii) the Committee may, but shall not be obligated to, (A) cancel such Awards for fair value, to the extent permitted under Section 409A of the Code, which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate Option Price or exercise price of such Options or Stock Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms and value of any affected Awards previously granted hereunder as determined by the Committee or (C) provide that for a period of at least 15 days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Shares subject thereto and the Committee may further provide that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect.

10. No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11. Certificates

All certificates, if any, evidencing Shares or other securities of the Company delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission or

other applicable governmental authority, any stock exchange or market upon which such securities are then listed, admitted or quoted, as applicable, and any applicable Federal, state or any other applicable laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

12. Other Laws

The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of applicable securities laws, including, without limitation, laws of the United States (and any state thereof), Germany, the United Kingdom, the Czech Republic or the People’s Republic of China.

13. Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

14. Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

15. Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any

such regulations or other guidance that may be issued after the effective date of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code.

16. International Participants

With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law.

17. Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws.

18. Effectiveness of the Plan

The effective date of this Plan was November 23, 2005; provided, however, that the amendments and modifications contained herein are effective upon the later of (i) the date upon which the Plan is approved by the Board and (ii) the date on which the Company’s shareholders approve the Plan.

Exhibit 10.22

AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN

FORM OF
RESTRICTED STOCK UNIT AGREEMENT
(For Non-Employee Directors)

Participant: Date of Grant: , 20

Number of RSUs:

1. Grant of RSUs . The Company hereby grants the number of restricted stock units (“ RSUs ”) listed above to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (the “ Plan ”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Vesting .

(a) Subject to the Participant’s continued Employment with the Company, the RSUs shall be one hundred percent (100%) vested on the first anniversary of the Date of Grant.

(b) (i) If the Participant’s Employment with the Company is terminated for any reason, the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration.

(ii) Notwithstanding the foregoing, if the Participant’s Employment with the Company is terminated as a result of the Participant’s death or Disability, the RSUs shall, to the extent not then vested and not previously forfeited, immediately become fully vested.

(c) Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change in Control, the RSUs shall, to the extent not then vested and not previously forfeited, immediately become fully vested as contemplated by Section 9(b) of the Plan.

3. Form and Timing of Issuance or Transfer .

(a) The Company shall issue or cause there to be transferred to the Participant, on [the earli[er][est] of] the ___anniversary of the Date of Grant [[or][,] the first day of January following the Participant’s separation from service with the Board [or] the date of the occurrence of a “change in ownership or effective control” (as defined under Section

409A of the Code) of the Company ¹ (the “ Delivery Date ”), a number of Shares equal to the aggregate number of RSUs granted to the Participant under this Agreement.

(b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished.

4. Dividends . If on any date while RSUs are outstanding hereunder the Company shall pay any cash dividend on the Shares (with a record date after the Date of Grant), the Participant shall be entitled to receive, on the Delivery Date, a cash payment equal to the product of (a) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (b) the per Share amount of such cash dividend. In the case of any dividend declared on Shares (with a record date after the Date of Grant) that is payable in the form of Shares, the Participant shall be granted, as of the Delivery Date, a number of Shares (rounded down to the next whole Share) equal to the product of (x) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (y) the number of Shares (including any fraction thereof) payable as a dividend on a Share.

5. Adjustments Upon Certain Events . The Committee shall make certain substitutions or adjustments to any RSUs subject to this Agreement pursuant to Section 9(a) of the Plan, but without duplicating the value of any cash or additional Shares the Participant shall be entitled to receive under Section 4 hereof.

6. No Right to Continued Employment . The granting of RSUs evidenced by this Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant.

7. No Rights of a Shareholder . The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

8. Legend on Certificates . Any Shares issued or transferred to the Participant pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

9. Transferability . RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment,


¹		Insert first anniversary in the event no deferral election is made or the applicable date or dates as reflected in the director’s deferral election.

sale, transfer or encumbrance not permitted by this Section 9 shall be void and unenforceable against the Company or any Affiliate.

10. Notices . Any notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company or its Affiliates for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11. Withholding . The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes.

12. Choice of Law . THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

13. RSUs Subject to Plan . By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

14. Modifications . Notwithstanding any provision of this Agreement to contrary, the Company reserves the right to modify the terms and conditions of this Agreement including, without limitation, the timing or circumstances of the issuance or transfer of Shares to the Participant hereunder, to the extent such modification is determined by the Company to be necessary to comply with applicable law or preserve the intended deferral of income recognition with respect to the RSUs until the issuance or transfer of Shares hereunder.

15. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Compliance with Section 409A of the Code . Notwithstanding any other provisions of this Agreement or the Plan, the RSUs shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment

on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


	CHART INDUSTRIES, INC.
	By:



	PARTICIPANT
	By:

Exhibit 23.3

Consent

In accordance with Rule 438 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), I hereby consent to the inclusion in the registration statement on Form S-1 of Chart Industries, Inc. (the "Company")(SEC File No. 333-133254), and in all amendments (including post-effective amendments) thereto, and in the related Prospectus, of (i) a reference naming me as a person about to become a director of the Company; and (ii) such other information regarding me as is required to be included therein under the Securities Act.

By: /s/ Steven W. Krablin
Steven W. Krablin

Dated: July 7, 2006


	facility has since been amended to increase the availability thereunder. See “The Transactions” and “Description of Indebtedness.”

(2)	This relates to the indebtedness of CEM, our subsidiary located in China.

(3)	11,213,049 shares issued and outstanding as of May 22, 2006.

(4)	To the extent we change the number of shares of common stock we sell in this offering from the 12,500,000 shares we expect to sell or we change the initial public offering price from the $20.00 per share assumed initial offering price, or any combination of these events occurs, our net proceeds from this offering and as adjusted additional paid-in capital may increase of decrease. A $0.25 increase (decrease) in the assumed initial public offering price per share of the common stock, assuming no change in the number of shares of common stock to be sold, would increase (decrease) the net proceeds that we receive in this offering (and accordingly that we dividend to our stockholders) and our as adjusted additional paid-in capital by $2.9 million and an increase (decrease) of 1,000,000 shares from the expected number of shares to be sold in the offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) our net proceeds from this offering and our as adjusted additional paid-in capital by approximately $18.7 million.