exv10w25












Exhibit 10.25




DIGITALGLOBE LETTERHEAD




February 9, 2009




Larry M. Goldman, Esq.

Managing Director and Chief Legal Officer

Post Advisory Group, LLC

Beach Point Capital Management LP

11755 Wilshire Boulevard

Suite 1400

Los Angeles, California 90025




Re: Assignment of 2004 Purchase and Sale Agreement and June 2008 Letter Agreement




Ladies and Gentlemen:




     Reference is hereby made to (i) the Purchase and Sale Agreement (as amended, supplemented or
otherwise modified to the date hereof, the “Purchase Agreement”) dated as of January 26,
2004, by and between DigitalGlobe, Inc., a Delaware corporation (the “Company”) and Post
Advisory Group, LLC (“Post”) and (ii) the letter agreement (as amended, supplemented or
otherwise modified to the date hereof, the “Shelf Registration Letter”) dated as of June
25, 2008 by and between the Company and Post regarding Company’s agreement of filing a shelf
registration statement. Capitalized terms used herein and not otherwise defined have the meanings
assigned to such terms in the Purchase Agreement.



     The accounts and funds that own shares of the Company that were managed or advised by Post are
now managed or advised by Beach Point Capital Management LP (“Beach Point”). Accordingly,
(i) pursuant to Section 8 of the Purchase Agreement, Post has requested consent from the Company to
assign all rights and obligations of Post under the Purchase Agreement, including, but not limited
to the observer rights granted under Section 4(b) of the Purchase Agreement, to Beach Point and
(ii) Post has request consent from the Company to assign all rights and obligations of Post under
the Shelf Registration Letter to Beach Point. Company does hereby consent to the assignment of all
rights and obligations of Post under the Purchase Agreement and the Shelf Registration Letter from
Post to Beach Point, and Beach Point does hereby accept all assigned rights and agrees to perform
all assigned obligations under the Purchase Agreement and the Shelf Registration Letter.



     Notwithstanding anything to the contrary in the Purchase Agreement, in the Shelf Registration
Letter or in the Stockholders’ Agreement, the Company hereby consents to the transfer of the shares
of the Company owned by the accounts and funds managed or advised by Beach Point to up to two
additional accounts and funds managed or advised by Beach Point, and the Company shall cooperate in
and perform all actions necessary for such transfer.



 









 





     This letter agreement shall be governed by and construed under the laws of the State of
Delaware, except that the assignment of the Shelf Registration Letter contemplated hereby shall be
governed by and construed under the laws of the State of New York.



     This letter agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties hereto may execute
this letter agreement by signing any such counterpart.



[Signature pages follow.]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed
by their proper and duly authorized officers as of the date first written.



	 	 	 	 	 	 	 
	 	 	BEACH POINT CAPITAL MANAGEMENT LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carl Goldsmith	 	 
	 

	 	Name:
	 	 

Carl Goldsmith
	 	 
	 

	 	Title:
	 	Managing Partner	 	 
	 
	 	 	 	 	 	 
	 	 	POST ADVISORY GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allen Schweitzer	 	 
	 

	 	Name:
	 	 

Allen Schweitzer
	 	 
	 

	 	Title:
	 	Chief Investment Officer	 	 
	 
	 	 	 	 	 	 
	 	 	DIGITALGLOBE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yancey Spruill	 	 
	 

	 	Name:
	 	 

Yancey Spruill
	 	 
	 

	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 





Letter Agreement