Prepared by R.R. Donnelley Financial -- Amendment No. 1 dates October 12, 2001


  EXHIBIT 10.17.7
 AMENDMENT NO. 1
 
        AMENDMENT NO. 1 dated as of October 12, 2001 (this "Amendment No. 1") 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. 1, 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 December 30, 2001.
 
        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. 1 and (b) no Default shall have occurred and be
continuing.
 Amendment No. 1 to Series 2 Incremental Revolving Credit Agreement





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         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 of counterparts of this Amendment No. 1, duly executed and delivered by each of the Obligors and the Series 2
Lenders.
          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. 1. Except as herein provided, the
Series 2 Incremental Revolving Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 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. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.
 Amendment No. 1 to Series 2 Incremental Revolving Credit Agreement





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        IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 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: 
			Title: 
			 
			 
	  SUBSIDIARY BORROWERS  
		
		
		 
		 
		CHART HEAT EXCHANGERS LIMITED 
		
		
		 	 
		 	 
		By	/s/ John T. Romain 
		 	 
 
			
			Name: 
			Title: 
			 
			 
		
		
		CHART-AUSTRALIA PTY, LTD. 
		
		
		 	 
		 	 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 

   
 Amendment No. 1 to Series 2 Incremental Revolving Credit Agreement 
 





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	  SUBSIDIARY GUARANTORS  
		
		
		 
		 
		CHART HEAT EXCHANGERS LIMITED 
		PARTNERSHIP 
		
		
		 	 
		By: 	CHART MANAGEMENT COMPANY, INC., 
		 	as its sole general partner 
		 	 
		 	 
		By	/s/ John T. Romain 
		 	 
 
			
			Name: 
			Title: 
			 
			 
		
		
		CHART INDUSTRIES FOREIGN SALES 
		CORPORATION
		
		
		 	 
		 	 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 
			 
			 
		
		CHART INTERNATIONAL INC. 
			 
			 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 
			 
			 
		
		CHART MANAGEMENT COMPANY, INC. 
			 
			 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 

  
Amendment No. 1 to Series 2 Incremental Revolving Credit Agreement





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		CHART LEASING, INC.
		
		
		 	 
		 	 
		By	/s/ John T. Romain 
		 	 
 
			
			Name: 
			Title: 
			 
			 
		
		
		CHART, INC.  
		
		
		 	 
		 	 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 
			 
			 
		
		CHART INTERNATIONAL HOLDINGS, INC. 
			 
			 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 
			 
			 
		
		CHART ASIA, INC. 
			 
			 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			 
			 
		 CAIRE INC. 
			 
			 
		By	/s/ John T. Romain
		 	 
 
			
			Name:
			Title: 

  
 Amendment No. 1 to Series 2 Incremental Revolving Credit Agreement





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	  SERIES 2 LENDERS  
		
		
		 
		 
		FIRST MERIT BANK N.A.
		 	 
		 	 
		By	/s/ John F. Neumann 
		 	 
 
			
			Name: John F. Neumann 
			Title: Senior Vice President 

  
 Amendment
No. 1 to Series 2 Incremental Revolving Credit Agreement