MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT (“ Agreement ”) is made and entered into as of this 1st day of January,
2004, by and among CHART INDUSTRIES, INC., a Delaware corporation (“ Chart ”), OAKTREE CAPITAL MANAGEMENT,
LLC, a Delaware limited liability company (“ Oaktree ”) and AUDAX MANAGEMENT COMPANY, LLC, a Delaware limited
liability company (“ Audax ”).
A. Chart is engaged in the business of manufacturing, distributing and selling standard and custom-engineered products
and systems serving a wide variety of low-temperature and cryogenic applications (“ Business ”).
B. Chart desires to retain Oaktree and Audax, upon the terms and conditions set forth herein, to provide certain
management and administrative services relating to the operation of the Business.
C. Oaktree and Audax agree to perform, or cause to be performed, such services for Chart in consideration of the
compensation set forth herein.
In consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto hereby agree as
1. Retention of Oaktree and Audax .
1.1 Chart hereby retains Oaktree and Audax to provide: (i) general management and administrative services, (ii)
assistance in strategic business planning, (iii) assistance in recruiting management personnel, (iv) assistance in reviewing
quarterly forecasts and annual budget, conducting monthly operating reviews and planning for operational restructuring,
(v) assistance in locating and evaluating potential acquisitions, (vi) assistance in evaluating and completing any
divestitures, (vii) assistance in structuring and placing financing and managing relationships with financial institutions,
(viii) assistance in completing any public offering of Chart securities, and (ix) such other similar services as and when
reasonably requested by the Chief Executive Officer (“CEO”) of Chart.
1.2 Oaktree and Audax shall use their respective commer