EX-4.3



 Exhibit 4.3 
 [FACE OF SECURITY] 
 THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY WILL BE
LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 








			
	No.:	  	000001
	CUSIP:	  	16115Q AC4
	ISIN:	  	US16115QAC42

 Principal Amount $250,000,000 
 as revised by the Schedule of Increases 
 and Decreases in the Global Security
attached hereto 
 Chart Industries, Inc. 
 2.00% Convertible Senior Subordinated Notes due 2018 
 Chart Industries,
Inc., a Delaware corporation, promises to pay to Cede & Co. or registered assigns, the principal amount of Two Hundred Fifty Million Dollars ($250,000,000) on August 1, 2018 (the “Maturity Date”). 

Interest Payment Dates: February 1 and August 1. 
 Regular Record Dates: January 15 and July 15. 
 Additional provisions of
this Security are set forth on the other side of this Security. 







 IN WITNESS WHEREOF, CHART INDUSTRIES, INC. has caused this instrument to be signed manually
or by facsimile by one of its duly authorized Officers. 
 Dated: August 3, 2011 

 

			
	CHART INDUSTRIES, INC.
		
	By:	 	  

	Name:	 	Michael F. Biehl
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer


 [Signature Page to 2.00% Convertible Senior Subordinated Notes due 2018] 







 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

Wells Fargo Bank, National Association, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned
Indenture. 
 Dated: August 3, 2011 
 Wells Fargo Bank, National Association, as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory

 [Signature Page to 2.00% Convertible Senior Subordinated Notes due 2018] 







 [REVERSE OF NOTE] 

CHART INDUSTRIES, INC. 
 2.00% Convertible Senior Subordinated Note due 2018 
 This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued under an Indenture dated as of August 3, 2011 (herein called the “Base Indenture”), and as further supplemented by the
First Supplemental Indenture, dated as of August 3, 2011 (herein called the “Supplemental Indenture” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”) by and between the
Company and Wells Fargo Bank, National Association, herein called the “Trustee”, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is not subject to redemption at the option of the Company prior to the Maturity Date.

 As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder of
this Security will have the right, at such Holder’s option, to require the Company to purchase this Security, or any portion of this Security with a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof, on the
Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price for such Fundamental Change Purchase Date. 
 This Security is not subject to redemption at the option of the Company and does not benefit from a sinking fund. 
 The payment of principal of, interest and Supplementary Interest, if any, on, this Security is subordinated in right of payment, to the extent and in the manner provided in Article 10 of the Supplemental
Indenture, to the prior payment in full in cash or Cash Equivalents of all Obligations due in respect of existing and future Senior Indebtedness, including Senior Indebtedness created, incurred, assumed or guaranteed after the Issue Date.

 As provided in and subject to the provisions of the Indenture, the Holder hereof has the right, at its option (i) during
certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the Close of Business on the Business Day immediately preceding May 1, 2018, and (ii) on or after May 1, 2018, at any time prior to the
Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert this Security or a portion of this Security with a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof, into
an amount of cash or a combination of cash and shares of Common Stock, if any, as the case may be, determined in accordance with Article 4 of the Supplemental Indenture. 
 As provided in and subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change Purchase Price for, and the principal amount of, this Security to the
Holder that surrenders this Security to the Paying Agent to collect such payments in respect of this Security. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and
private debts. 







 The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default
with respect to the Security, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee satisfactory security or indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction that, in the opinion of the Trustee, is inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as
the case may be, the principal of (including the Fundamental Change Purchase Price), interest on and the amount of cash or combination of cash and shares of Common Stock, if any, as the case may be, due upon conversion of, this Security at the time,
place and rate, and in the coin and currency, herein prescribed. 
 As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like 







 
aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee
may treat the Person in whose name the Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 All defined terms used in this
Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. If any provision of this Security limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control.








 ABBREVIATIONS 
 The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in full 

 

			
	TEN COM - as tenants in common	  	UNIF GIFT MIN ACT – Uniform Gifts to Minors Act – Minor
		
	TEN ENT - as tenants by the entireties	  	Custodian – Cust
		
	JT TEN - as joint tenants with right of Survivorship and not as tenants in common	  	

 ADDITIONAL ABBREVIATIONS MAY ALSO BE
USED THOUGH NOT IN THE ABOVE LIST. 







 SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY 

Initial principal amount of Global Security: $250,000,000 

 

									
	 Date
	  	Amount of Increase
in principal
amount of Global
Security	  	Amount of
Decrease in
principal amount
of Global Security	  	principal amount
of Global Security
after Increase or
Decrease	  	Notation by
Registrar or
Security Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 ATTACHMENT 1 
 [FORM OF NOTICE OF CONVERSION] 
  

	To:	Chart Industries, Inc. 

 The undersigned owner
of this Security hereby irrevocably exercises the option to convert this Security, or a portion hereof (with a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into an amount of cash or a
combination of cash and shares of Common Stock, if any, as the case may be, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon
conversion, together with any Securities representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered Holder hereof unless a different name is indicated below. 

Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record
Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal
amount of this Security to be converted. If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth
in the Indenture. 
 Principal amount to be converted (in an integral multiple of $1,000, if less than all): 

 

	
	  

	
	  

	Signature(s)
	
	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:
	
	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP)
or (iv) another guarantee program acceptable to the Trustee.
	
	  

	
	  

	Signature Guarantee









 Fill in for registration of any shares of Common Stock and Securities if to be issued otherwise than to the
registered Holder. 
  

	
	  

	(Name)
	
	  

	(Address)
	
	 Please print Name and Address

(including zip code number)

	
	 Social Security or other Taxpayer
 Identifying Number                             
                         









 ATTACHMENT 2 
 [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 
  

	To:	Chart Industries, Inc. 

 The undersigned
registered owner of this Security hereby acknowledges receipt of a notice from Chart Industries, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change
Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Security (i) the entire principal amount of this Security, or the
portion thereof (with a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, and (ii) if such Fundamental Change Purchase Date does not occur during the period after a Regular Record Date and
on or prior to the Interest Payment Date corresponding to such Regular Record Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. 
 In the case of certificated Securities, the certificate numbers of the Securities to be purchased are as set forth below: 
  

			
	Dated:	 	  


  

	
	Signature(s)
	
	  

	 Social Security or Other Taxpayer Identification Number

 
 principal amount to be repaid (if less than all):

$            ,000



 NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as
written upon the face of the Security in every particular without alteration or enlargement or any change whatever. 







 ATTACHMENT 3 
 [FORM OF ASSIGNMENT AND TRANSFER] 
 For value received
                     hereby sell(s), assign(s) and transfer(s) unto
                                     (Please insert social security
or Taxpayer Identification Number of assignee) the within Security, and hereby irrevocably constitutes and appoints
                             to transfer the said Security on the books of the Company, with full power of
substitution in the premises. 
  

	
	  

	
	  

	Signature(s)
	
	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:


 (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee