CHART INDUSTRIES INC
FIRST AMENDMENT TO LOCK-UP AGREEMENTS AND PLAN TERM SHEET
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>FIRST AMENDMENT TO LOCK-UP AGREEMENTS AND PLAN TERM SHEET
<TEXT>
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                                                                    Exhibit 10.2

                             CHART INDUSTRIES, INC.
                                 FIRST AMENDMENT
                            TO THE LOCK-UP AGREEMENTS
                             AND THE PLAN TERM SHEET

       FIRST AMENDMENT TO THE LOCK UP AGREEMENTS AND THE PLAN TERM SHEET (the
"Amendment") by and between Chart Industries, Inc., a Delaware corporation
("Chart"), and each of the lenders identified on Exhibit A hereto (the
"Lenders"), dated as of July 7, 2003. Chart and each of the Lenders may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this Amendment
shall have the respective meanings assigned to them in the Lock Up Agreements
(as defined below) and the Plan Term Sheet (as defined below), as the case may
be.

       WHEREAS, Chart and each of the Lenders (including LPV, LLC, as the
assignee of the rights and obligations of certain other lenders pursuant to the
Letter Agreement, dated May 9, 2003) are Parties to those certain Lock Up
Agreements, dated as of April 30, 2003, each of which contains terms
substantially identical to all other such agreements (collectively, the "Lock Up
Agreements"); and

       WHEREAS, the Lock Up Agreements incorporate by reference to Exhibit A
thereto the terms of the Chart Industries, Inc. Plan Term Sheet, dated April 30,
2003 (the "Plan Term Sheet"); and

       WHEREAS, the commencement of solicitation of voting on the POR occurred
following the deadline set forth in the Plan Term Sheet and the filing of the
Chapter 11 case and the confirmation of the POR may also occur following the
applicable deadlines set forth in the Plan Term Sheet; and

       WHEREAS, the Parties desire to amend the Lock Up Agreements and the Plan
Term Sheet as set forth herein, to, among other things, extend the dates by
which solicitation of voting on the POR was required to commence, the Chapter 11
case is required to be filed, and the confirmation of the POR is required to be
completed.

       NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the

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receipt and sufficiency of which is hereby acknowledged, and on the terms and
subject to the conditions herein set forth, the Parties hereby agree as follows:

             Section 1. Other Terms. The deadline dates set forth in the section
of the Plan Term Sheet entitled "Other Terms" on page 8 thereof are hereby
amended and restated to read as follows:

       "1.   Solicitation of voting on POR to commence on or before June 23,
             2003

        2.   Filing of Chapter 11 case to be made on or before July 11, 2003

        3.   Confirmation of POR to occur on or before September 15, 2003, or
             the next available court date

        4.   Effective Date of POR to occur within fourteen days of entry of
             order confirming POR"


             Section 2. Release and Waiver. Each Lender hereby acknowledges and
agrees for purposes of the Lock Up Agreements that any failure of the Company to
meet the June 15, 2003 deadline previously set forth in the Plan Term Sheet to
commence the solicitation of votes on the POR is not, and shall not be deemed to
be, a violation of the Lock Up Agreements and shall not give rise to the right
of the Lenders to terminate the Lock Up Agreements.

             Section 3. Entire Agreement. This Amendment, together with the Lock
Up Agreements and the exhibits, schedules and attachments hereto and thereto,
constitutes the entire agreement between the Parties hereto with respect to the
subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral between the parties with respect to the
subject matter hereof. This Amendment and the Lock Up Agreements shall not be
amended, altered or modified in any manner whatsoever, except by a written
instrument executed by the parties hereto.

             Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York (without giving
effect to the provisions thereof relating to conflicts of law).

                                       2

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            Section 5. Remedies. The Parties hereto acknowledge and agree that
any breach of the terms of this Amendment would give rise to irreparable harm
for which money damages would not be an adequate remedy and accordingly the
Parties hereto agree that, in addition to any other remedies, each Party shall
be entitled to enforce the terms of this Amendment by a decree of specific
performance or injunctive relief without the necessity of proving the inadequacy
of money damages as a remedy or posting a bond or other security.

            Section 6. Jurisdiction. The Parties each hereby irrevocably and
unconditionally submit to the nonexclusive jurisdiction of any New York State
court, any Federal court of the United States of America sitting in New York
City or any court presiding over the Bankruptcy Case, and any appellate court
from any thereof, in any action or proceedings arising out of or relating to
this Amendment, or for recognition or enforcement of any judgment. All claims in
respect of any such action or proceeding shall be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

            Section 7. Counterparts. This Amendment may be executed in any
number of counterparts and by different Parties hereto in separate counterparts,
with the same effect as if all Parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.

                                       3

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            Section 8. Severability. Any term or provision of this Amendment,
which is invalid or unenforceable in any jurisdiction, shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provision of this Amendment in any other jurisdiction. If any provision of
this Amendment is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.

                            [Signature Page Follows]

                                       4

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            IN WITNESS WHEREOF, the Parties have caused this Amendment to be
duly executed and delivered as of the date and year first written above.

                                               CHART INDUSTRIES, INC.


                                               By: /s/ Michael F. Biehl
                                                  ---------------------------
                                                  Name: Michael F. Biehl
                                                  Title: Chief Financial Officer
                                                         and Treasurer
Audax Chart, LLC


By: /s/ Dave Ament
   ----------------------------
   Name:  Dave Ament
   Title: Authorized Signatory


SENIOR DEBT PORTFOLIO

By: BOSTON MANAGEMENT AND RESEARCH,
    as Investment Advisor

    By: /s/ Scott H. Page
       ------------------------
       Name:  Scott H. Page
       Title: VP & Portfolio Manager

GENERAL ELECTRIC CAPITAL CORPORATION


By: /s/ Robert M. Kadlick
   ----------------------------
   Name:  Robert M. Kadlick
   Title: Duly Authorized Signatory

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GRAND STREET HOLDINGS 1, LLC
GRAND STREET HOLDINGS 2, LLC
GRAND STREET HOLDINGS 3, LLC
GRAND STREET HOLDINGS 4, LLC
GRAND STREET HOLDINGS 5, LLC
GRAND STREET HOLDINGS 6, LLC
GRAND STREET HOLDINGS 7, LLC
GRAND STREET HOLDINGS 8, LLC
GRAND STREET HOLDINGS 9, LLC
GRAND STREET HOLDINGS 10, LLC
GRAND STREET HOLDINGS 11, LLC
GRAND STREET HOLDINGS 12, LLC
GRAND STREET HOLDINGS 13, LLC
GRAND STREET HOLDINGS 14, LLC

By: OAKTREE CAPITAL MANAGEMENT, LLC,
    as Managing Member of each of the foregoing entities

   By: /s/ B. James Ford                        By: /s/ Jordon L. Kruse
      ------------------------                     ------------------------
      Name:  B. James Ford                         Name:  Jordon L. Kruse
      Title: Managing Director                     Title: Vice President


                                       6

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CARL MARKS STRATEGIC INVESTMENTS L.P.

By: CARL MARKS MANAGEMENT COMPANY L.P.,
    General Partner

   By: /s/ James F. Wilson
      ---------------------------
      Name:  James F. Wilson
      Title: General Partner

JPMORGAN CHASE BANK

By: /s/ Roger A. Odell
   ------------------------------
   Name:  Roger A. Odell
   Title: Managing Director


VAN KAMPEN PRIME RATE INCOME TRUST

By: VAN KAMPEN INVESTMENT ADVISORY CORP.

   By: /s/ Christina Jamieson
      ---------------------------
      Name:  Christina Jamieson
      Title: Vice President

                                       7

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                                                                       EXHIBIT A
                                     Lenders

Senior Debt Portfolio, Boston Management and Research
Grand Street Holdings 1, LLC
Grand Street Holdings 2, LLC
Grand Street Holdings 3, LLC
Grand Street Holdings 4, LLC
Grand Street Holdings 5, LLC
Grand Street Holdings 6, LLC
Grand Street Holdings 7, LLC
Grand Street Holdings 8, LLC
Grand Street Holdings 9, LLC
Grand Street Holdings 10, LLC
Grand Street Holdings 11, LLC
Grand Street Holdings 12, LLC
Grand Street Holdings 13, LLC
Grand Street Holdings 14, LLC
General Electric Capital Corporation
Carl Marks Strategic Investments L.P.
JPMorgan Chase Bank
Van Kampen Prime Rate Income Trust
Audax Chart, LLC
                                       8

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