PROMISSORY NOTE
(Revolving Credit Loan)
$[_________________] April [__], 1999
New York, New York
FOR VALUE RECEIVED, CHART INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to _____________(the "Lender"), at such
of the offices of The Chase Manhattan Bank as shall be notified to the Borrower
from time to time, the principal sum of ______________(or such lesser amount as
shall equal the aggregate unpaid principal amount of the Revolving Credit Loans
made by the Lender to the Borrower under the Credit Agreement), in lawful money
of the United States of America and in immediately available funds, on the dates
and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each such Revolving Credit Loan, at
such office, in like money and funds, for the period commencing on the date of
such Revolving Credit Loan until such Revolving Credit Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit Agreement.
The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each Revolving Credit Loan made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of the Revolving Credit Loans made by the Lender.
This Note is one of the notes referred to in the Credit Agreement
dated as of April [__], 1999 (as modified and supplemented and in effect from
time to time, the "Credit Agreement") between the Borrower, the Subsidiary
Guarantors party thereto, the lenders party thereto, and The Chase Manhattan
Bank, as Administrative Agent and evidences Revolving Credit Loans made by the
Lender thereunder. Terms used but not defined in this Note have the respective
meanings assigned to them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity
of this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions specified therein.
Except as permitted by Section 10.04 of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.
Revolving Credit Loan Note
-2-
This Note shall be governed by, and construed in accordance with,
the law of the State of New York.
CHART INDUSTRIES, INC.
By_________________________
Title:
Revolving Credit Loan Note
-3-
SCHEDULE OF REVOLVING CREDIT LOANS
This Note evidences the Revolving Credit Loans made, continued or
converted under the within-described Credit Agreement to the Borrower, on the
dates, in the principal amounts, of the Types, bearing interest at the rates and
having Interest Periods (if applicable) of the durations set forth below,
subject to the payments, continuations, conversions and prepayments of principal
set forth below:
Amount
Date Prin- Paid,
Made, cipal Duration Prepaid, Unpaid
Continued Amount Type of Continued Prin-
or of of Interest Interest or cipal Notation
Converted Loan Loan Rate Period Converted Amount Made by
- --------- ---- ---- ---- ------ --------- ------ -------
Revolving Credit Loan Note
PROMISSORY NOTE
(A Term Loan)
$[___________________] April [__], 1999
New York, New York
FOR VALUE RECEIVED, CHART INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to ___________ (the "Lender"), at such
of the offices of The Chase Manhattan Bank as shall be notified to the Borrower
from time to time, the principal sum of ____________________, in lawful money of
the United States of America and in immediately available funds, on the dates
and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each A Term Loan evidenced hereby, at
such office, in like money and funds, for the period commencing on the date of
such A Term Loan until such A Term Loan shall be paid in full, at the rates per
annum and on the dates provided in the Credit Agreement.
The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each A Term Loan made by the Lender to the Borrower
and evidenced hereby, and each payment made on account of the principal thereof,
shall be recorded by the Lender on its books and, prior to any transfer of this
Note, endorsed by the Lender on the schedule attached hereto or any continuation
thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of such A Term Loans.
This Note is one of the notes referred to in the Credit Agreement
dated as of April [__], 1999 (as modified and supplemented and in effect from
time to time, the "Credit Agreement") between the Borrower, the Subsidiary
Guarantors party thereto, the lenders party thereto, and The Chase Manhattan
Bank, as Administrative Agent and evidences A Term Loans made by the Lender
thereunder. Terms used but not defined in this Note have the respective meanings
assigned to them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity
of this Note upon the occurrence of certain events and for prepayments of Term
Loan A upon the terms and conditions specified therein.
Except as permitted by Section 10.04 of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.
A Term Loan Note
-2-
This Note shall be governed by, and construed in accordance with,
the law of the State of New York.
CHART INDUSTRIES, INC.
By_________________________
Title:
A Term Loan Note
-3-
SCHEDULE OF A TERM LOANS
This Note evidences A Term Loans made, continued or converted under
the within-described Credit Agreement to the Borrower, on the dates, in the
principal amounts, of the Types, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, continuations, conversions and prepayments of principal set forth
below:
Amount
Date Prin- Paid,
Made, cipal Duration Prepaid, Unpaid
Continued Amount Type of Continued Prin-
or of of Interest Interest or cipal Notation
Converted Loan Loan Rate Period Converted Amount Made by
- --------- ---- ---- ---- ------ --------- ------ -------
A Term Loan Note
PROMISSORY NOTE
(B Term Loan)
$[___________________] April [__], 1999
New York, New York
FOR VALUE RECEIVED, CHART INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to ___________ (the "Lender"), at such
of the offices of The Chase Manhattan Bank as shall be notified to the Borrower
from time to time, the principal sum of ____________________, in lawful money of
the United States of America and in immediately available funds, on the dates
and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each B Term Loan evidenced hereby, at
such office, in like money and funds, for the period commencing on the date of
such B Term Loan until such B Term Loan shall be paid in full, at the rates per
annum and on the dates provided in the Credit Agreement.
The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each B Term Loan made by the Lender to the Borrower
and evidenced hereby, and each payment made on account of the principal thereof,
shall be recorded by the Lender on its books and, prior to any transfer of this
Note, endorsed by the Lender on the schedule attached hereto or any continuation
thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of such B Term Loans.
This Note is one of the notes referred to in the Credit Agreement
dated as of April [__], 1999 (as modified and supplemented and in effect from
time to time, the "Credit Agreement") between the Borrower, the Subsidiary
Guarantors party thereto, the lenders party thereto, and The Chase Manhattan
Bank, as Administrative Agent and evidences B Term Loans made by the Lender
thereunder. Terms used but not defined in this Note have the respective meanings
assigned to them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity
of this Note upon the occurrence of certain events and for prepayments of Term
Loan B upon the terms and conditions specified therein.
Except as permitted by Section 10.04 of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.
B Term Loan Note
-2-
This Note shall be governed by, and construed in accordance with,
the law of the State of New York.
CHART INDUSTRIES, INC.
By_________________________
Title:
B Term Loan Note
-3-
SCHEDULE OF B TERM LOANS
This Note evidences B Term Loans made, continued or converted under
the within-described Credit Agreement to the Borrower, on the dates, in the
principal amounts, of the Types, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, continuations, conversions and prepayments of principal set forth
below:
Amount
Date Prin- Paid,
Made, cipal Duration Prepaid, Unpaid
Continued Amount Type of Continued Prin-
or of of Interest Interest or cipal Notation
Converted Loan Loan Rate Period Converted Amount Made by
- --------- ---- ---- ---- ------ --------- ------ -------
B Term Loan Note