Exhibit 10.7








Exhibit 10.7




FIRST AMENDMENT TO OFFICE LEASE





This First Amendment to Office Lease (this “First Amendment”) is made and entered into by and
between K/B FUND IV, a Delaware general partnership (“Landlord”), and DIGITALGLOBE, INC., a
Delaware corporation (“Tenant”), dated effective as of September 10, 2004 (the “Effective Date”).



WITNESSETH:




WHEREAS, Landlord and Tenant executed and entered into that certain Office Lease dated
March 19, 2004 (the “Lease”), pursuant to which Tenant leases certain premises containing
approximately 153,988 square feet of office space and approximately 31,278 square feet of storage
space in the building commonly known as Boulder County Business Center located at 1601 Dry Creek
Drive, Longmont, Colorado 80503; and



WHEREAS, Landlord and Tenant desire to amend the Lease as more particularly described
hereinbelow;



NOW, THEREFORE, for and in consideration of the premises contained herein, and other good and
valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged,
Landlord and Tenant agree that the Lease is hereby ratified and amended as follows:



1. Defined Terms. All capitalized terms used herein shall have the same meaning as
defined in the Lease, unless otherwise defined in this First Amendment.




2. Amendments to Addendum Two and Addendum Three.




	 	(a)	 	Landlord and Tenant hereby agree that, except as otherwise provided in the
second grammatical paragraph of Paragraph (b) of Exhibit B attached to the
Lease, Addendum Two attached to the Lease is hereby amended to provide that (i)
in no event shall Landlord have any obligation to disburse or deliver to Tenant any
portion of the First Additional TI Allowance prior to the first day of the thirty-sixth
(36th) month of the Initial Term, and (ii) in no event shall Landlord be
obligated to provide Tenant with (and Tenant shall not be entitled to) any portion of
the First Additional TI Allowance if, on the first day of the thirty-sixth
(36th) month of the Initial Term, (i) Tenant is not the Tenant originally
named in the Lease, (ii) Tenant actually occupies at less than 50% of the Premises
initially demised under this Lease and any space added to the Premises, and (iii) an
Event of Default exists or would exist but for the passage of time or the giving of
notice, or both.







	 	(b)	 	Landlord and Tenant hereby agree that, except as otherwise provided in the
second grammatical paragraph of Paragraph (b) of Exhibit B attached to the
Lease, Addendum Three attached to the Lease is hereby amended to provide that
(i) in no event shall Landlord have any obligation to disburse or deliver to Tenant





 


 









 





	 	 	 	any portion of the Second Additional TI Allowance prior to the first day of the
forty-eighth (48th) month of the Initial Term, and (ii) in no event shall
Landlord be obligated to provide Tenant with (and Tenant shall not be entitled to)
any portion of the Second Additional TI Allowance if, on the first day of the
forty-eighth (48th) month of the Initial Term, (i) Tenant is not the
Tenant originally named in the Lease, (ii) Tenant actually occupies less than 50% of
the Premises initially demised under this Lease and any space added to the Premises,
and (iii) an Event of Default exists or would exist but for the passage of time or
the giving of notice, or both.






3. Miscellaneous. With the exception of those terms and conditions specifically
modified and amended herein, the herein referenced Lease shall remain in full force and effect in
accordance with all its terms and conditions. In the event of any conflict between the terms and
provisions of this First Amendment and the terms and provisions of the Lease, the terms and
provisions of this First Amendment shall supersede and control.



4. Counterparts/Facsimile. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such counterparts shall
constitute one agreement. To facilitate execution of this First Amendment, the parties may
execute and exchange facsimile counterparts of the signature pages and facsimile counterparts shall
serve as originals.



[SIGNATURES ON FOLLOWING PAGE]



 


2









 





SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASE

BY AND BETWEEN

K/B FUND IV, AS LANDLORD 

AND 
DIGITALGLOBE, INC., AS TENANT

IN WITNESS WHEREOF, Landlord and Tenant, acting herein by duly authorized individuals, have
caused these presents to be executed as of the Effective Date set forth herein.



	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	K/B FUND IV, a Delaware general partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Koll Bren Schreiber Realty Advisors, Inc., a Delaware corporation, as agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Steve Jarecki	 	 
	 

	 	 	 	 	 	 

Name: Steve Jarecki
	 	 
	 

	 	 	 	 	 	Title: Sr. VP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Date: Sept. 10, 2004	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIGITALGLOBE, INC., a Delaware corporation	 	 
	 
	 
	 

	 	By:	 	/s/ Shawn Thompson 
	 	 
	 	 	 	 	Name: Shawn Thompson	 	 
	 	 	 	 	Title: Associate General Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Date: Sept. 10, 2004	 	 






 


3