Prepared by R.R. Donnelley Financial -- Amendment No. 1 dated November 29, 2001


   
  
 EXHIBIT 10.17.6 
 AMENDMENT NO. 1 
 
        AMENDMENT NO. 1 dated as of October 12, 2001 (this "Amendment No. 1") to the Series 1 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 1 LENDERS party hereto. 
 
        The Borrower, the Subsidiary Borrowers, the Subsidiary Guarantors, each of the Series 1 Lenders and the Administrative Agent are parties to (i) a Series 1 Incremental Revolving Credit Agreement dated
as of November 29, 2000 (the "Series 1 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 1 Lenders and the Administrative Agent wish to amend the Series 1 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 1 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 1 Incremental Revolving Credit Agreement
shall be amended as follows: 
          2.01. References in the Series 1 Incremental Revolving Credit Agreement
(including references to the Series 1 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 1
Incremental Revolving Credit Agreement as amended hereby. 
          2.02. The definition of "Series 1 Commitment
Termination Date" in Article I of the Series 1 Incremental Revolving Credit Agreement is hereby amended to read in its entirety as follows: 
 
        "Series 1 Commitment Termination Date" means December 30, 2001. 
 
        Section 3. Representations and Warranties. The Borrower represents and warrants to the Series 1 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 1
Incremental Revolving Credit Agreement






   
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        Section 4. Conditions Precedent. The amendments to the Series 1 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 1 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 1 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 1 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 1 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 1 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:
	 	 	Title:
	 	 	 
	 	 	 
	 	CAIRE, INC.
	 	 	 
	 	 	 
	 	 By 	/s/ John T. Romain 
	 	 	 
 
	 	 	Name:
	 	 	Title:

   
  
  
 Amendment No. 1 to Series 1 Incremental Revolving Credit Agreement
  






   
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	  SERIES 1 LENDERS  
		 
	 	 
	 	 THE CHASE MANHATTAN BANK 
		 
		 
	 	 
	 	 
	 	 By 	/s/ Henry W. Centa 
	 	 	 
 
	 	  	Name: Henry W. Centa
	 	  	Title: Vice President 
	 	 	 
	 	 	 
		 
		 
	 	 NATIONAL CITY BANK 
		 
		 
	 	 
	 	 
	 	 By  	/s/ Anthony J. DiMare
	 	 	 
 
	 	  	Name: Anthony J. DiMare
	 	  	Title: Senior Vice President 
		 
		 
	 	 
	 	 
	 	 BANK ONE, MICHIGAN 
	 	 
	 	 
		 
		 
	 	 By  	/s/ Glenn A. Currin
	 	 	 
 
	 	  	Name: Glenn A. Currin 
	 	  	Title: First Vice President
		 
		 
		 

   
  
 Amendment No. 1 to Series 1 Incremental Revolving Credit
Agreement