Exhibit 10.2


 


 


 


June 16, 2022


 


	To:		LXP Industrial Trust
	 		One Penn Plaza, Suite 4015
	 		New York, NY 10019-4015
	 		 
	From:		JPMorgan Chase Bank, National Association
	 		New York Branch
	 		383 Madison Avenue,
	 		New York, NY 10179
	 		 



 

 




 


Ladies and Gentlemen,


 


The purpose of this letter agreement (this “Amendment
Agreement”) is to amend the terms and conditions of the transaction entered into between JPMorgan Chase Bank, National Association
(“Dealer”) and LXP Industrial Trust (formerly known as Lexington Realty Trust) (“Counterparty”),
pursuant to the Master Confirmation, dated as of May 10, 2021 (as amended, modified or supplemented from time to time, the “Master
Confirmation”), and the Supplemental Confirmation, dated as of May 10, 2021 (as amended, modified or supplemented from time
to time, the “Supplemental Confirmation” and, together with the Master Confirmation, the “Confirmations”).
Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Confirmations.


 


For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	Amendment to Confirmations. Effective as of the date hereof,



		a.	the Master Confirmation shall be amended by replacing the date, “September 26, 2022” opposite
the term “Maturity Date” with “December 30, 2022”, and



		b.	the Supplemental Confirmation shall be amended by replacing Schedule I in its entirety with Schedule I
attached hereto.



		2.	Representations and Warranties.



		(a)	Counterparty represents and warrants to, and agrees with, Dealer on the date hereof that:



		(i)	it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation
and, if relevant under such laws, in good standing;



		(ii)	it has the power to execute this Amendment Agreement and any other documentation relating to this Amendment
Agreement to which it is a party, to deliver this Amendment Agreement and any other document relating to this Amendment Agreement that
it is required by this Amendment Agreement to deliver and to perform its obligations under this Amendment Agreement and has taken all
necessary action to authorize such execution, delivery and performance;



		(iii)	such execution, delivery and performance do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it or any of its assets;





     


     


    

		(iv)	all governmental and other consents that are required to have been obtained by it with respect to this
Amendment Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;



		(v)	its obligations under this Amendment Agreement constitute its legal, valid and binding obligations, enforceable
in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement
is sought in a proceeding in equity or at law));



		(vi)	it (A) has such knowledge and experience in financial and business affairs as to be capable of evaluating
the merits and risks of entering into this Amendment Agreement; (B) has consulted with its own legal, financial, accounting and tax advisors
in connection with this Amendment Agreement; and (C) is entering into this Amendment Agreement for a bona fide business purpose;



		(vii)	there is not pending, or to its knowledge, threatened against it, any action, suit or proceeding at law
or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Amendment Agreement or its ability to perform its obligations under this Amendment Agreement
or the Confirmations;



		(viii)	no event that would constitute an Event of Default, a Potential Event of Default, a Termination
Event or a Potential Adjustment Event has occurred and is continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Amendment Agreement or the Confirmations;



		(ix)	it (A) is capable of evaluating investment risks independently, both in general and with regard to all
transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the
recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C)
has total assets of at least $50 million as of the date hereof; and



		(x)	it is entering into this Amendment Agreement in good faith and not as part of a plan or scheme to evade
compliance with Rule 10b-5 or any other provision of the federal securities laws.



		(b)	Dealer represents and warrants to, and agrees with, Counterparty on the date hereof that:



		(i)	it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation
and, if relevant under such laws, in good standing;



		(ii)	it has the power to execute this Amendment Agreement and any other documentation relating to this Amendment
Agreement to which it is a party, to deliver this Amendment Agreement and any other document relating to this Amendment Agreement that
it is required by this Amendment Agreement to deliver and to perform its obligations under this Amendment Agreement and has taken all
necessary action to authorize such execution, delivery and performance;



		(iii)	such execution, delivery and performance do not violate or conflict with any law applicable
to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to
it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;



		(iv)	all governmental and other consents that are required to have been obtained by it with respect to this
Amendment Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
and



		(v)	its obligations under this Amendment Agreement constitute its legal, valid and binding obligations, enforceable
in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and





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subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).


		3.	No Additional Amendments or Waivers. Except as expressly amended hereby, all the terms of the Transaction
and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.



		4.	Communications with J.P. Morgan Securities LLC. If Counterparty interacts with any employee of
J.P. Morgan Securities LLC with respect to this Amendment Agreement or the Transaction, Counterparty is hereby notified that such employee
will act solely as an authorized representative of Dealer (and not as a representative of J.P. Morgan Securities LLC) in connection with
the Transaction.



		5.	Notices. Any notice or other communication in respect of this Amendment Agreement may be delivered
in any manner permitted for notices or communications in respect of the Confirmations to the address or number specified for purposes
of notices or communications in respect of the Confirmations.



		6.	Counterparts. This Amendment Agreement may be executed and delivered in any number of counterparts,
each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties
hereto may execute this Amendment Agreement by signing any such counterpart.



		7.	Amendments. No amendment, modification or waiver in respect of this Amendment Agreement will be
effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.



		8.	Entire Agreement. This Amendment Agreement constitutes the entire agreement and understanding of
the parties with respect to the subject matter and supersedes all prior or contemporaneous written and oral communications with respect
thereto. Each of the parties acknowledges that, in entering into this Amendment Agreement, it has not relied on any oral or written representation,
warranty or other assurance (except as provided for or referred to in this Amendment Agreement) and waives all rights and remedies which
might otherwise be available to it in respect thereof, except that nothing in this Amendment Agreement will limit or exclude any liability
of a party for fraud.



		9.	Governing Law; Jurisdiction. THIS AMENDMENT AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM
WITH RESPECT TO, THESE COURTS.



		10.	Waiver of Right to Trial by Jury. EACH OF COUNTERPARTY
AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS)
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THE AMENDMENT AGREEMENT OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.



 


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Please confirm that the foregoing correctly sets forth
the terms of our agreement by signing and returning this Amendment Agreement.


 


 


Very truly yours,


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


 


 


By:  /s/ Santosh Sreenivasan  


Name: Santosh Sreenivasan


Title: Managing Director


 


 


 


 


Accepted and confirmed as of


the date first written above:


 


LXP INDUSTRIAL TRUST


 


 


 


By:   /s/ Beth Boulerice                


Name: Beth Boulerice


Title: CFO





 


 


 




     


     


    

SCHEDULE I


 


FORWARD PRICE
REDUCTION DATES AND AMOUNTS


 


 


	Forward Price Reduction Date	Forward Price Reduction Amount
	Trade Date	USD 0.0000
	June 29, 2021	USD 0.1075
	September 29, 2021	USD 0.1075
	December 30, 2021	USD 0.1200
	March 30, 2022	USD 0.1200
	June 29, 2022	USD 0.1200
	September 29, 2022	USD 0.1200
	December 29, 2022	USD 0.1225
	Maturity Date	USD 0.0000