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Investment Banking Consulting Services Contract - The Home Depot Inc. and Invemed Associates Inc.

THE HOME DEPOT       6300 Powers Ferry Rd.  Atlanta, Georgia 30339  404 952-5504

April 17, 1985

Invemed Associates, Incorporated
375 Park Avenue
New York, New York  10022


The Home Depot, Inc. ('HDI') is a Delaware corporation having its principal
offices in Atlanta, Georgia. The shares of HDI's five cent ($.05) par value
common stock (the 'Common Stock') are publicly traded by the New York Stock
Exchange. The Board of Directors of HDI understands that Invemed Associates,
Incorporated ('Invemed') is engaged in the investment banking and securities
brokerage business, is a member of the New York Stock Exchange, and has
extensive experience in and familiarity with financial and securities markets,
securities and investments. The Board of Directors of HDI has determined that
experienced advice and assistance to HDI in making its financing and securities
related decisions would be beneficial to HDI.

In light of the foregoing and subject to the terms and conditions set forth in
this letter agreement, HDI hereby retains Invemed to serve as Investment Banking
Consultant to HDI.

     1. INVESTMENT BANKING CONSULTING SERVICES. Invemed shall use its staff and
other facilities to monitor both the corporate and financial position of HDI and
the activity of HDI Securities in the securities markets. Invemed shall, in
light of such monitoring activities, report to the Board of Directors of HDI
from time to time (but in no event less frequently then once each fiscal
quarter) concerning the financial needs of HDI and proposed financial plans to
meet such financial needs. Invemed shall make available to be present at each
meeting of the Board of Directors of HDI, and at such other times as the Board
of Directors or the Chief Executive Officer of HDI shall reasonably request, one
or more experienced financial and securities advisory personnel of Invemed.
Invemed's staff shall keep the Board of Directors and the Chief Financial
Officer of HDI apprised, in writing, of such articles, research reports and
other published materials as become available from time to time and are germane
to the financial and securities positions of HDI. Invemed's staff also shall
provide advice concerning economic factors and trends that may be relevant to
HDI's plans for meeting its financial requirements.

     In the event that the Board of Directors of HDI determines to seek
additional financing of any type, Invemed shall consult with the Board of
Directors and advise the Board of Directors concerning the structuring of such
financing, including advice as to whether such financing should include
securities, the types of such securities, the amounts of securities, the timing
of the offer and sale of such securities, the convertibility of such securities,
if advisable, and other related factors.

     In the event that the Board of Directors determines to borrow funds,
Invemed shall assist in identifying potential lenders and advise HDI regarding
the amount, terms, and conditions of such loans. In the event that the Board of
Directors determines to obtain financing through 'private placement' of debt or
equity securities, Invemed shall assist in seeking suitable purchasers for such
securities, acceptable to the Board of Directors of HDI. In the event that the
Board of Directors determines to offer HDI securities publicly, HDI may engage,
but shall be under no obligation by virtue of this agreement to engage, Invemed
as the manager or a co-manager of an offering of HDI securities. Invemed may
elect to participate, but shall be under no obligation by virtue of this
agreement to participate, in an offering of HDI securities.

     Invemed shall monitor and evaluate on behalf of HDI the activities of
market-makers in publicly-traded securities of HDI and any securities firms
engaged by HDI after consultation with Invemed, provided that Invemed shall not
be required to monitor or evaluate on behalf of HDI any securities firm acting
as manager or co-manager of an underwriting syndicate of which Invemed is a

     2. PURCHASE AND SALE OF HDI SECURITIES. HDI recognizes and acknowledges
that Invemed is, among other things, engaged in the business of acting as a
broker and dealer in securities, and that in such capacity Invemed buys and
sells securities for the account of its customers. HDI requires and agrees that
Invemed may in the ordinary course of business buy or sell Common Stock of HDI
for the accounts of its customers, but Invemed is under no obligation to do so.

     3. COMPENSATION. In compensation for rendering to HDI the services
enumerated above, Invemed shall be paid a fee of $100,000 per HDI's fiscal year,
payable quarterly, commencing on the effective date hereunder below provided.

     4. EXPENSES. All expenses incurred by Invemed in the course of its
performance of its duties and obligation under this agreement shall be borne by
Invemed. In the course of rendering its service hereunder, Invemed shall, at its
sole expense, employ, retain or otherwise avail itself of such services or
facilities of other persons or organizations, for the purpose of providing
Invemed or HDI with such advice or assistance as is necessary, appropriate or
convenient for the discharge of its duties hereunder, or as shall reasonably be
requested by HDI.

     5. TERM. Unless sooner terminated, this agreement shall continue in effect
for one (1) year from its effective date and shall continue in effect for
successive one (1) year periods until termination as provided in Paragraph 6.

     6. TERMINATION. This agreement may be terminated at any time without
penalty by either party, upon sixty (60) days written notice to the other party

     7. ASSIGNMENT. This agreement and the rights, duties and obligations
hereunder, may not be assigned by either party hereto without the express prior
written consent of the other party hereto.

     8. GOVERNING LAW. This agreement shall be governed by the laws of the State
of Georgia.

     9. NOTICES. Any notice called for by this agreement shall be deemed
effective if sent by United States mail, postage prepaid, to the appropriate
party at the address indicated below, or such other addresses as the parties
shall have advised each other in writing.

     (a)    If to HDI:
            The Home Depot, Inc.
            6300 Powers Ferry Road, N.W.
            Atlanta, Georgia  30339
            Attention:  Bernard Marcus
                        Chairman of the Board

     (b)    If to Invemed:
            Invemed Associated, Inc.
            375 Park Avenue
            New York, New York  10022
            Attention:  Kenneth G. Langone

If the contract set forth herein is acceptable to you, please so indicate by
executing the enclosed copy of this letter and returning the same to the
undersigned, whereupon this letter shall constitute a binding contract between
the parties hereto. This contract shall become effective February 4, 1985.

ATTEST:  /s/ L. A. Smith                           THE HOME DEPOT, INC.

                                                        /s/ Bernard Marcus
                                                   BY:  Bernard Marcus
                                                        Chairman of the Board



/s/ Ken Langone,  Invemed Associates, Inc.


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