CHART INDUSTRIES, INC.
Common Stock, par value $0.01 per Share
July 25, 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
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