Pledge Agreement between HydroChem Holding, Inc. and B. Tom Carter, Jr. dated February 9, 2001

Summary

This agreement is between HydroChem Holding, Inc. (the lender) and B. Tom Carter, Jr. (the pledgor). Carter pledges shares of HydroChem’s Class A Common Stock as collateral for a loan of $411,402.45, replacing previous notes and pledge agreements. Carter retains voting rights and dividends unless he defaults. If Carter fails to meet his obligations, HydroChem may sell the pledged shares. The agreement ends when Carter fully repays the loan and fulfills all obligations.

EX-10.7 3 0003.txt PLEDGE AGREEMENT PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is entered into as of the 9th day of February 2001 between HydroChem Holding, Inc. ("Lender") and B. Tom Carter, Jr. ("Pledgor"). WHEREAS, Pledgor is indebted to Lender in the aggregate amount of Three Hundred Ninety Six Thousand Five Hundred Twenty Seven and 45/100 Dollars ($396,527.45) for principal and accrued interest through the date hereof pursuant to two certain Secured Promissory Notes dated as of April 30, 1999 and May 15, 2000, respectively, from Pledgor to Lender (the "Old Notes"); and WHEREAS, under two Pledge Agreements dated as of April 30, 1999 and May 15, 2000, (the "Old Pledge Agreements") between Pledgor and Lender, the Old Notes are secured by the pledge of Three Hundred Forty Five Thousand Two Hundred Twenty Nine (345,229) shares of the Lender's Class A Common Stock (the "Existing Shares") represented by stock certificates CA-28, CA-31 and CA-33, which shares were purchased pursuant to earlier stock option exercises by Pledgor; and WHEREAS, as of the date hereof, Pledgor has exercised certain additional stock options to purchase, for One Dollar ($1.00) per share, an aggregate of Fourteen Thousand Eight Hundred Seventy Five (14,875) shares of Lender's Class A Common Stock (the "Additional Shares") represented by Stock Certificate CA-35; and WHEREAS, Pledgor has executed and delivered a Secured Promissory Note to Lender dated as of the date hereof in the principal amount of Four Hundred Eleven Thousand Four Hundred Two and 45/100 Dollars ($411,402.45) with interest as therein specified (the "Note") which is in full payment for the Additional Shares and in substitution and replacement of the Old Notes; and WHEREAS, Pledgor desires to pledge all of the Stock Collateral (as such term is hereinafter defined) as collateral and security for Pledgor's obligations and duties under the Note and this Agreement, and to enter into this Pledge Agreement in replacement and substitution of the Old Pledge Agreements. NOW, THEREFORE, for and in consideration of the premises and the covenants herein contained, and in consideration of the extension of credit to Pledgor as evidenced by the Note, the parties hereto agree as follows: 1. Pledge of Stock Collateral. As collateral and security for the prompt and full performance of all duties and obligations of Pledgor under the Note and this Agreement, Pledgor hereby pledges, assigns and transfers unto Lender, and grants a security interest to Lender in and to the following property of Pledgor (collectively, the "Stock Collateral"): (a) The Existing Shares and the Additional Shares (collectively, the "Shares") 1 (b) All stock rights, rights to subscribe, dividends (including, but not limited to, cash dividends, stock dividends, dividends paid in stock and liquidating dividends), and any other rights and property interest (including, but not limited to, accounts, contract rights, instruments and general intangibles) arising out of or relating to the Shares; (c) All other or additional (or less) stock or other securities or property (including cash) paid or distributed in respect of the Shares by way of stock split, spin off, reclassification, combination of shares or similar corporate rearrangement; (d) All other or additional (or less) stock or other securities or property (including cash) paid or distributed in respect of the Shares by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization; and (e) All proceeds (both cash and non-cash) of the foregoing, whether now or hereafter arising under the foregoing. The above referenced certificates representing the Shares, together with irrevocable stock powers executed in blank, are herewith delivered to Lender to hold pursuant to the terms of this Agreement. 2. Dividends. So long as there exists no default by Pledgor under the Note or this Agreement during the term hereof, all dividends and other amounts with respect to the Stock Collateral shall be paid to the Pledgor. 3. Voting Rights. During the term of this Agreement, and so long as Pledgor is not in default in the performance of any of the terms of the Note or this Agreement, Pledgor shall have the sole and exclusive right to vote the Stock Collateral on all corporate questions before the stockholders of Lender, and Lender shall execute and deliver to Pledgor in a due and timely manner proxies in favor of Pledgor to this end. 4. Representations and Warranties. Pledgor represents and warrants to Lender (i) that the Shares are validly issued, fully paid and nonassessable, (ii) that the Shares are validly pledged to Lender in accordance with law, and (iii) that Pledgor has, and will have, good and marketable title to the Shares, free and clear of all liens and encumbrances (other than the security interest granted herein). 5. Covenants. Until full performance of Pledgor's duties and obligations under the Note and this Agreement, Pledgor shall (i) deliver to Lender (a) immediately upon Pledgor's receipt of any stock or other securities paid or distributed in respect of the Shares, the certificates representing such stock or securities, and (b) irrevocable stock powers executed in blank for all such stock or securities; (ii) defend, at Pledgor's sole expense, the title to the Stock Collateral or any part thereof; and (iii) promptly, upon request by Lender, execute, acknowledge and deliver any financing statement, endorsement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document as Lender may require in order to perfect, preserve, maintain, protect, continue and/or extend the lien and security interest of Lender under this Agreement and the priority thereof. 2 6. Full Performance. Upon full performance of Pledgor's duties and obligations under the Note and this Agreement, Lender shall deliver to Pledgor all of the Stock Collateral that remains pledged hereunder and this Agreement shall thereupon terminate. 7. Default. Pledgor shall be in default under this Agreement on the occurrence of any of the following events or conditions: (a) Failure to make any payment in accordance with the terms of the Note; or (b) Pledgor's failure to observe, keep or perform any covenant, agreement or condition required by this Agreement to be observed, kept or performed; or (c) Pledgor's insolvency, or the appointment of an assignee for the benefit of creditors or of a receiver for Pledgor, or in the event that a petition under any provision of the Federal Bankruptcy Act is filed either by or against Pledgor. 8. Remedies. Upon the occurrence of any event of default, in addition to any other right or remedy that Lender may then have under the Texas Business and Commerce Code or otherwise, Lender may sell, assign and deliver, in its sole discretion, all or any part of the Stock Collateral in one or more parcels, and all right, title and interest, claim and demand therein, at public or private sale, for cash or other property, upon credit or for future delivery, Pledgor hereby waiving and releasing any and all equity or right of redemption. 9. No Waiver of Rights or Remedies. No failure or delay by Lender in exercising any right, power or privilege under the Note or this Agreement shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or future exercise of any other right, power or privilege. 10. Notice. Any notice required or permitted hereunder shall be given in writing and shall be deemed effective when delivered in person or when deposited in the U.S. mails, postage prepaid, for delivery as registered or certified mail, return receipt requested, and addressed as follows: If to Pledgor: B. Tom Carter, Jr. 5956 Sherry Lane Suite #930 Dallas, Texas 75225 If to Lender: HydroChem Industrial Services, Inc. 900 Georgia Avenue Deer Park, Texas 77536 Attention: General Counsel (or to such other address as may be stated in written notices furnished by any party to the other party). 3 11. Governing Law. This Agreement shall be governed by and construed under and in accordance with the Texas Business and Commerce Code and other applicable laws of the State of Texas. 12. Parties Bound. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns. 13. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 14. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and it supercedes all other prior or contemporaneous agreements, understandings, restrictions warranties or representations between the parties including, but not limited to, the Old Pledge Agreements which are hereby cancelled. This Agreement may be amended or waived in the future only by a written instrument signed by both parties. 15. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning of this Agreement or its interpretation. 16. Stockholders Agreement. Notwithstanding any other provision of this Agreement, Lender hereby acknowledges that is takes the Stock Collateral subject to the terms and conditions of that certain Stockholders Agreement dated as of December 15, 1993, as amended, by and among Lender and certain holders of Lender's capital stock. IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on the day and year hereinabove first set forth. PLEDGOR: /s/ B. Tom Carter, Jr. ---------------------- B. Tom Carter, Jr. LENDER: HydroChem Holding, Inc. By: /s/ Pelham H. A. Smith ---------------------- Pelham H.A. Smith, Vice President 4