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                                                                EXHIBIT 10.17.13

                                AMENDMENT NO. 3

          AMENDMENT NO. 3 dated as of March 15, 2002 (this "Amendment No. 3")
                                                            ---------------
to the Series 2 Incremental Revolving Credit Agreement referred to below,
between CHART INDUSTRIES, INC. (the "Borrower"); the SUBSIDIARY BORROWER party
                                     --------
hereto; each of the SUBSIDIARY GUARANTORS party hereto; and the SERIES 2
LENDERS party hereto.

          The Borrower, the Subsidiary Borrower, 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 Borrower, 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. 3, 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 31, 2003.
           ------------------------------------

          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. 3 and (b) no Default shall have occurred and be continuing.

      Amendment No. 3 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. 3, 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. 3 of an amendment fee in an amount equal to
0.50% 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. 3. Except as herein provided, the
Series 2 Incremental Revolving Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 3 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. 3 by signing any such counterpart. This Amendment No. 3 shall be governed
by, and construed in accordance with, the law of the State of New York.

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

               IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 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
                                                        and Treasurer

                                  SUBSIDIARY BORROWER
                                  -------------------

                                              CHART HEAT EXCHANGERS LIMITED

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

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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: 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

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                                              CHART LEASING, INC.

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

                                              CHART, INC.

                                              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

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                                              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

                                              GREENVILLE TUBE, LLC

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

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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

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