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                                                                    EXHIBIT 10.3

                                AMENDMENT NO. 2

          AMENDMENT NO. 2 dated as of December 18, 2001 (this "Amendment No. 2")
                                                               ---------------
to the Series 2 Incremental Revolving Credit Agreement referred to below,
between CHART INDUSTRIES, INC. (the "Borrower"); each of the SUBSIDIARY
                                     --------
BORROWERS party hereto; each of the SUBSIDIARY GUARANTORS party hereto; and the
SERIES 2 LENDERS party hereto.

          The Borrower, the Subsidiary Borrowers, the Subsidiary Guarantors,
each of the Series 2 Lenders and the Administrative Agent are parties to (i) a
Series 2 Incremental Revolving Credit Agreement dated as of April 17, 2001 (the
"Series 2 Incremental Revolving Credit Agreement") and (ii) a Credit Agreement
 -----------------------------------------------
dated as of April 12, 1999 (as heretofore modified and supplemented and in
effect on the date hereof, the "Credit Agreement"). The Borrower, the Subsidiary
                                ----------------
Borrowers, the Subsidiary Guarantors, the Series 2 Lenders and the
Administrative Agent wish to amend the Series 2 Incremental Revolving Credit
Agreement in certain respects, and accordingly, the parties hereto hereby agree
as follows:

          Section 1.  Definitions.  Except as otherwise defined in this
                      -----------
Amendment No. 2, terms defined in the Credit Agreement and the Series 2
Incremental Revolving Credit Agreement are used herein as defined therein.

          Section 2.  Amendments.  Subject to the satisfaction of the conditions
                      ----------
precedent specified in Section 4, but effective as of the date hereof, the
Series 2 Incremental Revolving Credit Agreement shall be amended as follows:

          2.01.  References in the Series 2 Incremental Revolving Credit
Agreement (including references to the Series 2 Incremental Revolving Credit
Agreement as amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Series 2 Incremental Revolving Credit Agreement as amended
hereby.

          2.02.  The definition of "Series 2 Commitment Termination Date" in
Article I of the Series 2 Incremental Revolving Credit Agreement is hereby
amended to read in its entirety as follows:

          "Series 2 Commitment Termination Date" means March 15, 2002.
           ------------------------------------

          Section 3.  Representations and Warranties. The Borrower represents
                      ------------------------------
and warrants to the Series 2 Lenders that (a) the representations and warranties
set forth in Article IV of the Credit Agreement are true and complete on the
date hereof as if made on and as of the date hereof and as if each reference in
said Article IV to "this Agreement" included reference to this Amendment No. 2
and (b) no Default shall have occurred and be continuing.


      Amendment No. 2 to Series 2 Incremental Revolving Credit Agreement
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                                      -2-

          Section 4.  Conditions Precedent. The amendments to the Series 2
                      --------------------
Incremental Revolving Credit Agreement set forth in Section 2 shall become
effective, as of the date hereof, upon the receipt by the Administrative Agent
(x) of counterparts of this Amendment No. 2, duly executed and delivered by each
of the Obligors and the Series 2 Lenders and (y) for the account of each Lender
that consents to this Amendment No. 2 of an amendment fee in an amount equal to
0.25% of the sum of the Incremental Revolving Credit Exposures and unused
Incremental Revolving Credit Commitments, if any, of each Lender.

          Section 5.  Miscellaneous. The Borrower shall pay all reasonable
                      -------------
expenses incurred by the Administrative Agent, including the reasonable fees,
charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP, special New
York counsel to Chase, in connection with the preparation, negotiation,
execution and delivery of this Amendment No. 2. Except as herein provided, the
Series 2 Incremental Revolving Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 2 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed
by, and construed in accordance with, the law of the State of New York.


      Amendment No. 2 to Series 2 Incremental Revolving Credit Agreement
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                                      -3-

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed by their respective authorized officers as of the day and
year first above written.


                                   CHART INDUSTRIES, INC.


                                   By /s/ Michael F. Biehl
                                      ----------------------
                                      Name: Michael F. Biehl
                                      Title: Chief Financial Officer


                             SUBSIDIARY BORROWERS
                             --------------------


                                   CHART HEAT EXCHANGERS LIMITED


                                   By /s/ John T. Romain
                                      ----------------------
                                      Name: John T. Romain
                                      Title: Chief Accounting Officer


                                   CHART-AUSTRALIA PTY, LTD.


                                   By /s/ John T. Romain
                                      ----------------------
                                      Name: John T. Romain
                                      Title: Chief Accounting Officer


      Amendment No. 2 to Series 2 Incremental Revolving Credit Agreement
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                                      -4-

                             SUBSIDIARY GUARANTORS
                             ---------------------

                                   CHART HEAT EXCHANGERS LIMITED
                                     PARTNERSHIP

                                   By: CHART MANAGEMENT COMPANY, INC.,
                                       as its sole general partner


                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   CHART INDUSTRIES FOREIGN SALES
                                     CORPORATION


                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   CHART INTERNATIONAL INC.


                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   CHART MANAGEMENT COMPANY, INC.


                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   CHART LEASING, INC.


                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer


                                   CHART, INC.


      Amendment No. 2 to Series 2 Incremental Revolving Credit Agreement
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                                      -5-

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer


                                   CHART INTERNATIONAL HOLDINGS, INC.

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   CHART ASIA, INC.

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   CAIRE INC.

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   GREENVILLE TUBE, LLC

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   COOLTEL, INC.

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

                                   NEXGEN FUELING, INC.

                                   By /s/ John T. Romain
                                      --------------------
                                      Name: John T. Romain
                                      Title: Assistant Treasurer

      Amendment No. 2 to Series 2 Incremental Revolving Credit Agreement
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                                      -6-

                                   SERIES 2 LENDERS
                                   ----------------

                                      FIRST MERIT BANK N.A.


                                      By /s/ John F. Neumann
                                         ---------------------
                                         Name: John F. Neumann
                                         Title: Senior Vice President


      Amendment No. 2 to Series 2 Incremental Revolving Credit Agreement
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