JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England July 28, 2011 To: Chart Industries, Inc. One Infinity Corporate Centre Drive Garfield Hts., OH 44125 Attention: Michael F. Biehl, Executive Vice...Warrant Agreement • August 3rd, 2011 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Chart Industries, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
CHART INDUSTRIES, INC. Convertible Senior Subordinated Notes due 2018 UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2011 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York
Chart Industries, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 2% Convertible Senior Subordinated Notes due 2018 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $37,500,000 principal amount of its 2% Convertible Senior Subordinated Notes due 2018 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 2% Convertible Senior Subordinated Notes due 2018 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”). The Securitie
To: Chart Industries, Inc. One Infinity Corporate Centre Drive Garfield Hts., OH 44125 Attention: Michael F. Biehl, Executive Vice President, Chief Financial Officer and Treasurer Telephone No.: (440) 544-1244 Facsimile No.: (888) 867-1053 Re: Base...Base Call Option Transaction • August 3rd, 2011 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. International plc (“Dealer”) and Chart Industries, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Chart Industries, Inc. One Infinity Corporate Centre Drive Garfield Hts., OH 44125 Attention: Michael F. Biehl, Executive Vice President, Chief Financial Officer and Treasurer Telephone No.: (440) 544-1244 Facsimile No.: (888) 867-1053 Re: Base...Base Capped Call Option Transaction • August 3rd, 2011 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the capped call option transaction entered into between Morgan Stanley & Co. International plc (“Dealer”) and Chart Industries, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
July 28, 2011Base Call Option Transaction • August 3rd, 2011 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Chart Industries, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
