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TO: Each of the Stockholders of Convergent Group Corporation (the "Company")
Party to the Registration Rights Agreement dated April 28, 2000 among the
Company, the Investors listed on Schedule I thereto, the Continuing
Shareholders listed on Schedule II thereto and the Strategic Investor (as
defined therein)
RE: LIMITED WAIVER OF 180-DAY LOCK-UP
October 27, 2000
By notice dated July 31, 2000, a copy of which is attached hereto (the
"Lock-Up Notice"), you were given notice pursuant to Section 5 of the
Registration Rights Agreement referred to above that you were prohibited from
selling your Shares (as defined in the Lock-Up Notice) for the 180-day period
referred to in the Lock-Up Notice.
We hereby advise you that the Company has entered into an Agreement and
Plan of Merger dated as of October 13, 2000 (the "Merger Agreement") with
Schlumberger Technology Corp. ("STC"), Convergent Holding Corporation
("Parent"), a wholly-owned subsidiary of STC, and Convergent Acquisition Sub,
Inc. ("Purchaser"), a wholly-owned subsidiary of Parent, providing for, among
other things, a tender offer by Purchaser (the "Tender Offer") for all of the
outstanding shares of Common Stock of the Company and the subsequent merger of
Purchaser with and into the Company. We further advise you that as contemplated
by the Merger Agreement (i) certain persons parties to the Registration Rights
Agreement have executed agreements ("Tender Agreements") obligating them to
tender all or portion of the shares of Common Stock of the Company owned by them
in the Tender Offer and (ii) certain officers, directors and employees of the
Company, including certain persons parties to the Registration Rights Agreement,
have entered into an agreement (the "Contribution Agreement") pursuant to which
they will contribute all or a portion of their Common Stock of the Company to
Parent in exchange for shares of common stock of Parent.
Insofar as you are prohibited by the terms of the Lock-Up Notice from (i)
tendering, if you so desire, your shares of Common Stock of the Company in the
Tender Offer to the extent permitted by the terms of the Merger Agreement, the
Tender Agreements, the Contribution Agreement and any other agreement entered
into in connection therewith (collectively, the "Subject Agreements") to which
you are a party, (ii) executing, as necessary, any of the Subject Agreements or
(iii) otherwise complying with your obligations, if any, under the Subject
Agreements, the Company hereby grants a limited waiver of the provisions of the
Lock-Up Notice to the extent necessary to permit you to effectuate any of the
forgoing. Except as set forth in the previous sentence, the provisions of the
Lock-Up Notice remain in full force and effect.
This notice constitutes the written consent required by the Lock-Up Notice.
WE URGE YOU TO READ CONVERGENT GROUP CORPROATION'S
SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE. THE SOLICITATION AND
RECOMMENDATION STATEMENT CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD
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CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OFFER AND RELATED
TRANSACTIONS. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT
AND ANY AMENDMENTS THAT WE MAY FILE WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS
OF THE COMPANY AT NO EXPENSE TO THEM. THESE DOCUMENTS WILL ALSO BE AVAILABLE
FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. THIS NOTICE IS NEITHER AN
OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF CONVERGENT
GROUP CORPORATION. THE TENDER OFFER WILL BE MADE SOLELY BY MEANS OF AN OFFER TO
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL TO BE DISSEMINATED UPON THE
COMMENCEMENT OF THE TENDER OFFER.
Convergent Group Corporation
By: /s/ Bryan Mileger
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Bryan Mileger
Chief Financial Officer and Treasurer
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TO: Each of the Stockholders of Convergent Group Corporation (the "Company")
Party to the Registration Rights Agreement dated April 28, 2000 among the
Company, the Investors listed on Schedule I thereto, the Continuing
Shareholders listed on Schedule II thereto and the Strategic Investor (as
defined therein)
RE: NOTICE OF 180-DAY LOCK-UP IN CONNECTION WITH THE COMPANY'S INITIAL PUBLIC
OFFERING
July 31, 2000
In connection with the Company's proposed initial public offering of Common
Stock, you are hereby given notice pursuant to and in accordance with Section 5
of the Registration Rights Agreement referred to above that, without the prior
written consent of the Company, you may not sell publicly, make any short sale
of, grant any option for the purchase of, or otherwise dispose publicly of, any
Shares (as defined below) currently owned by you for a period commencing on the
date hereof and ending after the close of trading of the Common Stock on the
180th day of (and including) the day the Common Stock of the Company commenced
trading on the NASDAQ National Market (which is currently expected to be August
1, 2000). In accordance with the Registration Rights Agreement, all shares of
Common Stock of the Company now owned by you, all shares of Convertible
Preferred Stock of the Company now owned by you and all shares of Common Stock
of the Company issuable upon conversion of the Company's Convertible Preferred
Stock now owned by you (collectively, the "Shares") are subject to the foregoing
lock-up.
The foregoing lock-up is in addition to any separate lock-up agreement that
you may have executed for the benefit of FleetBoston Robertson Stephens, Inc. in
connection with the initial public offering.
Please contact the undersigned if you have any questions.
Convergent Group Corporation
By: /s/ Scott Schley
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Scott Schley
Executive Vice President - Finance
