{"id":42391,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investment-banking-consulting-services-contract-the-home-depot.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investment-banking-consulting-services-contract-the-home-depot","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/investment-banking-consulting-services-contract-the-home-depot.html","title":{"rendered":"Investment Banking Consulting Services Contract &#8211; The Home Depot Inc. and Invemed Associates Inc."},"content":{"rendered":"<pre>\nTHE HOME DEPOT       6300 Powers Ferry Rd.  Atlanta, Georgia 30339  404 952-5504\n(LOGO)\n\nApril 17, 1985\n\nInvemed Associates, Incorporated\n375 Park Avenue\nNew York, New York  10022\n\nGentlemen:\n\nThe Home Depot, Inc. ('HDI') is a Delaware corporation having its principal\noffices in Atlanta, Georgia. The shares of HDI's five cent ($.05) par value\ncommon stock (the 'Common Stock') are publicly traded by the New York Stock\nExchange. The Board of Directors of HDI understands that Invemed Associates,\nIncorporated ('Invemed') is engaged in the investment banking and securities\nbrokerage business, is a member of the New York Stock Exchange, and has\nextensive experience in and familiarity with financial and securities markets,\nsecurities and investments. The Board of Directors of HDI has determined that\nexperienced advice and assistance to HDI in making its financing and securities\nrelated decisions would be beneficial to HDI.\n\nIn light of the foregoing and subject to the terms and conditions set forth in\nthis letter agreement, HDI hereby retains Invemed to serve as Investment Banking\nConsultant to HDI.\n\n     1. INVESTMENT BANKING CONSULTING SERVICES. Invemed shall use its staff and\nother facilities to monitor both the corporate and financial position of HDI and\nthe activity of HDI Securities in the securities markets. Invemed shall, in\nlight of such monitoring activities, report to the Board of Directors of HDI\nfrom time to time (but in no event less frequently then once each fiscal\nquarter) concerning the financial needs of HDI and proposed financial plans to\nmeet such financial needs. Invemed shall make available to be present at each\nmeeting of the Board of Directors of HDI, and at such other times as the Board\nof Directors or the Chief Executive Officer of HDI shall reasonably request, one\nor more experienced financial and securities advisory personnel of Invemed.\nInvemed's staff shall keep the Board of Directors and the Chief Financial\nOfficer of HDI apprised, in writing, of such articles, research reports and\nother published materials as become available from time to time and are germane\nto the financial and securities positions of HDI. Invemed's staff also shall\nprovide advice concerning economic factors and trends that may be relevant to\nHDI's plans for meeting its financial requirements.\n\n     In the event that the Board of Directors of HDI determines to seek\nadditional financing of any type, Invemed shall consult with the Board of\nDirectors and advise the Board of Directors concerning the structuring of such\nfinancing, including advice as to whether such financing should include\nsecurities, the types of such securities, the amounts of securities, the timing\nof the offer and sale of such securities, the convertibility of such securities,\nif advisable, and other related factors.\n\n\n\n\n\n     In the event that the Board of Directors determines to borrow funds,\nInvemed shall assist in identifying potential lenders and advise HDI regarding\nthe amount, terms, and conditions of such loans. In the event that the Board of\nDirectors determines to obtain financing through 'private placement' of debt or\nequity securities, Invemed shall assist in seeking suitable purchasers for such\nsecurities, acceptable to the Board of Directors of HDI. In the event that the\nBoard of Directors determines to offer HDI securities publicly, HDI may engage,\nbut shall be under no obligation by virtue of this agreement to engage, Invemed\nas the manager or a co-manager of an offering of HDI securities. Invemed may\nelect to participate, but shall be under no obligation by virtue of this\nagreement to participate, in an offering of HDI securities.\n\n     Invemed shall monitor and evaluate on behalf of HDI the activities of\nmarket-makers in publicly-traded securities of HDI and any securities firms\nengaged by HDI after consultation with Invemed, provided that Invemed shall not\nbe required to monitor or evaluate on behalf of HDI any securities firm acting\nas manager or co-manager of an underwriting syndicate of which Invemed is a\nmember.\n\n     2. PURCHASE AND SALE OF HDI SECURITIES. HDI recognizes and acknowledges\nthat Invemed is, among other things, engaged in the business of acting as a\nbroker and dealer in securities, and that in such capacity Invemed buys and\nsells securities for the account of its customers. HDI requires and agrees that\nInvemed may in the ordinary course of business buy or sell Common Stock of HDI\nfor the accounts of its customers, but Invemed is under no obligation to do so.\n\n     3. COMPENSATION. In compensation for rendering to HDI the services\nenumerated above, Invemed shall be paid a fee of $100,000 per HDI's fiscal year,\npayable quarterly, commencing on the effective date hereunder below provided.\n\n     4. EXPENSES. All expenses incurred by Invemed in the course of its\nperformance of its duties and obligation under this agreement shall be borne by\nInvemed. In the course of rendering its service hereunder, Invemed shall, at its\nsole expense, employ, retain or otherwise avail itself of such services or\nfacilities of other persons or organizations, for the purpose of providing\nInvemed or HDI with such advice or assistance as is necessary, appropriate or\nconvenient for the discharge of its duties hereunder, or as shall reasonably be\nrequested by HDI.\n\n     5. TERM. Unless sooner terminated, this agreement shall continue in effect\nfor one (1) year from its effective date and shall continue in effect for\nsuccessive one (1) year periods until termination as provided in Paragraph 6.\n\n     6. TERMINATION. This agreement may be terminated at any time without\npenalty by either party, upon sixty (60) days written notice to the other party\nhereto.\n\n     7. ASSIGNMENT. This agreement and the rights, duties and obligations\nhereunder, may not be assigned by either party hereto without the express prior\nwritten consent of the other party hereto.\n\n     8. GOVERNING LAW. This agreement shall be governed by the laws of the State\nof Georgia.\n\n\n\n\n     9. NOTICES. Any notice called for by this agreement shall be deemed\neffective if sent by United States mail, postage prepaid, to the appropriate\nparty at the address indicated below, or such other addresses as the parties\nshall have advised each other in writing.\n\n     (a)    If to HDI:\n            The Home Depot, Inc.\n            6300 Powers Ferry Road, N.W.\n            Atlanta, Georgia  30339\n            Attention:  Bernard Marcus\n                        Chairman of the Board\n\n     (b)    If to Invemed:\n            Invemed Associated, Inc.\n            375 Park Avenue\n            New York, New York  10022\n            Attention:  Kenneth G. Langone\n\nIf the contract set forth herein is acceptable to you, please so indicate by\nexecuting the enclosed copy of this letter and returning the same to the\nundersigned, whereupon this letter shall constitute a binding contract between\nthe parties hereto. This contract shall become effective February 4, 1985.\n\nATTEST:  \/s\/ L. A. Smith                           THE HOME DEPOT, INC.\n        ------------------\n\n                                                        \/s\/ Bernard Marcus\n                                                   BY:  Bernard Marcus\n                                                        Chairman of the Board\n\n\nACCEPTED:\n\nINVEMED ASSOCIATES, INCORPORATED\n\n\/s\/ Ken Langone,  Invemed Associates, Inc.\n-------------------------------------------\n\nATTEST:  \n       --------------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7786],"corporate_contracts_industries":[9493],"corporate_contracts_types":[9613,9620],"class_list":["post-42391","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-home-depot-inc","corporate_contracts_industries-retail__building","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42391","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42391"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42391"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42391"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42391"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}