<PAGE>
EXHIBIT 10.20
SECOND AMENDMENT TO
JOINT VENTURE AGREEMENT
BY AND BETWEEN
TRANS COSMOS, INC.
AND
PRIMUS KNOWLEDGE SOLUTIONS, INC.
This Second Amendment to the Joint Venture Agreement ("Second Amendment") is
made and entered into as of July 24, 2000 by and among Trans Cosmos, Inc., a
Japanese corporation ("TCI") and Primus Knowledge Solutions, Inc. (formerly
known as "Primus Communications Corporation"), a Washington corporation
("Primus").
RECITALS
1. Primus and TCI are parties to a certain Joint Venture Agreement ("JVA")
dated November 16, 1995, and amended by the First Amendment to the Joint Venture
Agreement dated September 25, 1997 (the "First Amendment").
2. Pursuant to the JVA, Primus and TCI established Primus Knowledge Solutions
KK Japan (formerly known as "Primus Communications Corp. Japan), a Japanese
corporation ("Primus KK").
3. Pursuant to the JVA, Primus and TCI entered into a mutual noncompetition
agreement with respect to the business of Primus KK for the term of the JVA and
a period of 2 years after the parties cease to be a shareholder of Primus KK.
4. Pursuant to the First Amendment, Best Career KK was added as a party to the
JVA and was issued 500 shares of stock in Primus KK. Best's shares were
subsequently transferred to TCI and, on or about April 20, 1998, the Board of
Directors of Primus KK approved such transfer. The parties agree that as of the
date of such transfer of Best's shares to TCI, Best shall no longer be deemed a
party to the JVA and the provisions of the First Amendment regarding or relating
to such transfer and the shareholder rights related thereto are no longer
effective or binding.
5. The total outstanding stock of Primus KK is 700 shares as of the date of
execution of this Second Amendment. The total authorized stock of Primus KK is
800 shares. Of the outstanding shares, Primus owns 100 shares and TCI owns 600
shares. TCI currently owns 85.7% of the stock of Primus KK and Primus owns
14.3% of such stock.
TERMS AND CONDITIONS
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Article 1 is hereby amended to provide that TCI shall have 80.7% of the
voting interest of Primus KK, and Primus shall have 19.3% of the voting interest
of Primus KK.
2. As soon as reasonably practical following execution of this Second
Amendment, TCI shall cause Primus KK to transfer 5% of TCI's interest in Primus
KK to Primus and to amend the books and records of Primus KK accordingly.
1
<PAGE>
3. In consideration of the above stock transfer, Article 13 of the JVA is hereby
deleted in its entirety.
4. Articles 14-25 are renumbered accordingly to become Articles 13-24,
respectively; and further, all references to such renumbered paragraphs within
such paragraphs shall be renumbered accordingly.
5. Article 12 is hereby amended by replacing the third sentence to read in its
entirety as follows: "Notwithstanding anything to the contrary contained herein,
the parties' obligations under Articles 9, 12, 13, 14, 15 and 24 hereunder shall
survive termination of this Agreement."
MISCELLANEOUS
1. Documentation, Translation. Within ten (10) days of the execution of this
--------------------------
Second Amendment (the "Amendment Date"), TCI shall ensure that the Japanese
version of the JVA is amended to reflect the terms to which the parties agree in
this Second Amendment and that all necessary Japanese government approvals and
filings have been obtained or made, or that provisions for them have been made
within such ten (10) day period and such approvals and filings are obtained or
made promptly thereafter.
2. Effective Date of Japanese Versions. On or before the Amendment date, TCI
-----------------------------------
shall provide Primus with true, accurate and correct English translations of the
Japanese version of the amended Agreement. Until Primus receives such
translations, the provisions of this English version shall prevail among the
parties, notwithstanding any provision of the Agreement to the contrary.
3. Effect of Amendments. Except as expressly amended by this Second Amendment,
--------------------
and the First Amendment, the JVA shall remain unaltered and in full force and
effect.
Executed as of the date set forth above.
PRIMUS KNOWLEDGE SOLUTIONS, INC. TRANS COSMOS, INC.
By: /s/ Michael A. Brochu By: /s/ Yasuki Matsumoto
___________________________ ___________________________
Name: Michael A. Brochu Name: Yasuki Matsumoto
__________________________ ________________________
Title: President & CEO Title: Executive Vice President
_________________________ ________________________
Date:__________________________ Date: ________________________
ACKNOWLEDGED AND ACCEPTED: ACKNOWLEDGED AND ACCEPTED WITH
RESPECT TO RECITALS PARAGRAPH 4:
PRIMUS KNOWLEDGE SOLUTIONS KK BEST CAREER KK
By: /s/ Masahiro Sasaki By: /s/ Isamu Sagara
___________________________ ___________________________
Name: Masahiro Sasaki Name: Isamu Sagara
________________________ ________________________
Title: Prsident Title: Chairman
________________________ ________________________
Date:__________________________ Date: __________________________
2
