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EXHIBIT 6
January 10, 2000
GAP Coinvestment Partners, L.P.
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Greenwich, CT 06380
Ladies and Gentlemen:
You agreed in Section 3 of the Underwriting Agreement dated August
11, 1999 (the "Underwriting Agreement") among xxxxxxxxx.xxx Incorporated, the
selling shareholders and the underwriters to restrict your right to sell,
dispose and engage in certain other transactions in the common stock and common
stock equivalents of xxxxxxxxx.xxx for a 180 day period. We are writing to
release you from the restrictions set forth in the Underwriting Agreement with
respect to the sale of 1,000,000 shares of common shares of xxxxxxxxx.xxx.
This release is subject to your agreement that the restrictions on
your right to sell, dispose or engage in certain other transactions in the
common stock and common stock equivalents of xxxxxxxxx.xxx in the Underwriting
Agreement shall be extended through the period ending on May 8, 2000, except
that you may sell, distribute, transfer or dispose of up to 15% of the common
stock of xxxxxxxxx.xxx you own after giving effect to the sale permitted by this
letter beginning on February 8, 2000.
We have been advised by xxxxxxxxx.xxx that you will own 4,626,786
shares of common stock of xxxxxxxxx.xxx after giving effect to the sale
permitted by this letter. Please sign below to acknowledge your acceptance of
the terms of the release and the extension of the restrictions.
Very truly yours,
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Managing Director
Accepted by:
GAP Coinvestment Partners, L.P.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
General Partner
