exv10w39



 




Exhibit 10.39



FIRST AMENDMENT TO SUBLEASE


     
THIS AMENDMENT is
entered into effective as of the 14th day of March, 2003
(the “Effective Date”), between At Road,
Inc., (hereinafter “Sublessor”) and
Athena Semiconductor, Inc., (hereinafter called
“Sublessee”).




WITNESSETH:


     
WHEREAS, the parties
have previously entered into a written Sublease (the
“Sublease”), dated February 21, 2002, for
sublease of a portion of the premises located at
47358 Fremont Blvd., Fremont, CA 94538 (hereinafter the
“Premises”); and



     
WHEREAS, the parties
wish to amend the terms of the Sublease, pursuant to the terms
hereof, such amendment(s) to become effective as of the
Effective Date.



     
NOW THEREFORE, in
consideration of the mutual benefits to be conferred hereunder
and of the mutual promises and conditions herein contained, the
receipt, adequacy, and sufficiency of which are hereby
acknowledged, the parties agree as follows:




		
	 	     
    1.     The above and
    foregoing premises are incorporated by reference.
    
	 
	 	     
    2.     The Term of the
    Sublease (as such term set forth in Section 5 of the
    Sublease and is used throughout the Sublease) shall be extended
    for a period of one (1) year from the date that such Term
    would have otherwise expired, so that such Term (as amended
    hereby) shall end on March 14, 2004, unless
    otherwise sooner terminated in accordance with the provisions of
    the Subleases.
    
	 
	 	     
    3.     Section 6.1
    of the Sublease shall be revised such that minimum rent (as such
    minimum rent is referenced in the Sublease) shall be an amount
    equal to Three Thousand Dollars ($3,000) per month (the
    “Revised Minimum Rent”). Such Revised Minimum
    Rent shall be due and payable by Sublessee in advance on the
    first day of each month beginning after the Effective Date of
    this Amendment and extending through the Term (as amended by
    Section 2 of this Amendment), to such address and pursuant
    to such other terms as may be found in the Sublease.
    
	 
	 	     
    4.     Section 6.2
    of the Sublease shall be revised such that Sublessee shall be
    liable for additional rent during each month of the Term
    (beginning on the Effective Date of this Amendment) in the
    amount of twenty percent (20%) of the Operating Costs (as
    such term is defined in Section 6.2 of the Sublease), which
    is estimated to be the sum of Six Hundred Dollars ($600) per
    month.
    
	 
	 	     
    5.     The parties’
    respective obligations with respect to the Amendment are
    specifically conditioned upon obtaining the written consent from
    Prologis Limited Partnership, lessor of the Premises, below. In
    the event the parties fail to obtain such written consent, this
    Amendment shall be deemed null and void, and of no force and
    effect.
    




1








 




		
	 	     
    6. Except to the extent modified by the
    terms of this Amendment, all terms and conditions of the
    aforesaid Sublease shall be and remain in full force and effect.
    The signatories below hereby acknowledge that they have full
    power and authority to bind the parties hereto and to commit
    each financially. This Amendment shall not be deemed
    “accepted” until it is executed by a duly-authorized
    officer of Sublessor.
    




     
IN WITNESS WHEREOF,
the parties have set their hands and seals on the day and year
first below written.




AT ROAD, INC.:



C. R. MURPHY









		
	By: 	
    /s/ C. RICE MURPHY
    










Title: VP & Controller





Date: 3/10/03





ATHENA SEMICONDUCTOR, INC.:




C. M. REDDY









		
	By: 	
    /s/ CHANDRA REDDY
    










Title: CEO





Date: 03/13/03





LESSOR CONSENT


     
The undersigned Lessor (“Lessor”) of
the Premises, under the terms of that certain Lease Agreement
between Lessor and Sublessor dated August 3, 2000, hereby
consents to the Sublease and the foregoing amendments to said
Sublease, without waiver of any restriction in the Lease
Agreement concerning further assignment or subletting. Lessor
certifies that, as of the date of Lessor’s execution
hereof, Sublessor is not in default of any provision of the
Lease Agreement and that the Lease Agreement has not been
amended or modified and has not expired.




PROLOGIS LIMITED PARTNERSHIP I:







		
	By: 	











Title:






Date:






2







 




CONSENT BY LANDLORD TO SUBLEASE


     
The undersigned, as Landlord under that certain
Lease dated August 3, 2000 and amended on
March 8, 2001 with At Road, Inc., a Delaware
corporation (“Sublandlord”) for certain premises at


 47358 - 47370 Fremont Boulevard in Fremont, CA (the
“Prime Lease”), hereby consents to the entering into
of the foregoing First Amendment to Sublease dated
March 13, 2003 (“Sublease”) between Sublandlord,
as sublessor, and Athena Semiconductor, Inc., a Delaware
corporation, as subtenant (“Subtenant”), upon the
express understandings and conditions that:




			
	 	a.	
    Landlord neither approves nor disapproves the
    terms, conditions and agreements contained in the Sublease (all
    of which shall be subordinate and subject at all times to the
    terms, covenants and conditions of the Prime Lease) and assumes
    no liability or obligation of any kind whatsoever on account of
    anything contained in the Sublease;
    





			
	 	b.	
    By executing this consent, Landlord shall not be
    deemed to have waived any rights under the Prime Lease nor shall
    Landlord be deemed to have waived Sublandlord’s obligations
    to obtain any required consents under the Prime Lease (other
    than consent to the Sublease itself);
    





			
	 	c.	
    Notwithstanding anything in the Sublease to the
    contrary, Sublandlord shall be and continue to remain liable for
    the payment of rent and the full and prompt performance of all
    of the obligations of Tenant under and as set forth in the Prime
    Lease. Per paragraph 12 of the Master Lease, Sublandlord shall
    also be bound and obligated to the terms and conditions set
    forth in regard to Tenant-Made alterations and Trade Fixtures.
    In regard to the tenant improvements noted on Exhibit B,
    Landlord reserves the right to have Sublandlord remove these
    alterations at the expiration of the lease term.
    





			
	 	d.	
    Nothing contained in the Sublease shall be taken
    or construed to in any way modify, alter, waive or affect any of
    the terms, covenants or conditions contained in the Prime Lease,
    or be deemed to grant Subtenant any privity of contract with
    Landlord, or require Landlord to accept any payments from
    Subtenant on behalf of Sublandlord;
    





			
	 	e.	
    The Sublease shall be deemed and agreed to be a
    sublease only and not an assignment and there shall be no
    further subletting or assignment of all or any portion of the
    premises demised under the Prime Lease (including the premises
    demised by the foregoing Sublease) except in accordance with the
    terms and conditions of the Prime Lease; and
    





			
	 	f.	
    If Landlord terminates the Prime Lease as a
    result of a default by Sublandlord thereunder, the Sublease
    shall automatically terminate concurrently, therewith unless
    Landlord elects in writing to keep the Sublease in full force and
    effect in which case the Sublease shall become and be deemed to
    be a direct indenture of lease between Landlord and Subtenant.
    





		
	 	
    LANDLORD
    
	 
	 	
    ProLogis Limited Partnership-I, a Delaware
    Limited Partnership
    





			
	 	By: 	
    ProLogis, a Maryland Real Estate Investment
    Trust, General Partner
    





			
	 	By: 	/s/ W. Scott Lamson




		
	 	
    

	 	
    W. Scott Lamson
    
	 	
    Title: Senior Vice President