Exhibit 10.1


 


	To:	
    LXP Industrial Trust (f/k/a
    Lexington Realty Trust (“Counterparty”))

    One Penn Plaza, Suite
    4015

    New York,
    New York, 10019-4015

	From:	
    Wells Fargo Bank,
    National Association (or “Dealer”)

    30
    Hudson Yards, 14th
    Floor New York , NY
    10001-2170

    Email:
    CorporateDerivativeNotiftcations@well
    sfargo.com

	Re:	Amendment to Registered Forward Transaction
	Date:	June 14, 2022


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Amendment”)
amends the Supplemental
Confirmation under  the Master Confirmation dated
as of May 10,
2021 between Dealer and Counterparty (the Master Confirmation and
the Supplemental Confirmation together, the “Confirmation
“), as amended and
supplemented from time to
time. Any capitalized
term used but not defined herein
shall have the meaning assigned
thereto in the Confirmation.


 


1.
Amendment. The Master Confirmation
is amended by replacing
the date “June
27, 2022” opposite the term “Maturity Date”
with “December
30, 2022”


 


2.
Amendment. Schedule I of the Supplemental Confirmation is hereby replaced with the following:


 


	Forward Price Reduction Date:	Forward Price Reduction Amount:
	Trade Date	USD 0.000
	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 0.000


 


 


3.
Counterparty repeats the representations
in Section 5(a)(B) and (C) of the
Master Confirmation as of the date of
this Amendment.


 


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


 


5.
Counterparts.
This Amendment may
be signed in any number of
counterparts, each
of which shall
be an original, with the same
effect as if all of the signatures
thereto and hereto were upon the
same instrument.


 


6.
Governing Law; Jurisdiction. THIS AMENDMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT



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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 OBJECT TO THE LAYING OF
VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH
RESPECT TO, THESE COURTS.


 


7.
Waiver of Jury Trial.
EACH OF PARTY A AND PARTY B 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 ANY TRANSACTION
OR THE ACTIONS OF PARTY A OR ITS AFFILIATES IN
THE NEGOT IATION ,
PERFORMANCE OR ENFORCEMENT
 HEREOF.




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Counterparty
hereby agrees (a) to check this
Amendment carefully and immediately
upon receipt so that errors or discrepancies can be promptly
identified and rectified
and (b) to confirm that the foregoing
(in the exact form provided by Dealer)
correctly sets forth the terms of the agreement between Counterparty
and Dealer hereunder , by
manually signing this Amendment or this page hereof
as evidence of agreement to such terms and providing the other information
requested herein and immediately returning an executed copy to us.


 


Very
truly yours,


 


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


 


 


 


By: /s/ Cathleen Burk


Name:
Cathleen Burke

Title:  Managing
Director


 


 


 


Agreed and accepted by:


 


LXP INDUSTRIAL
TRUST (f/k/a LEXINGTON REALTY TRUST)


 


 


 


 


By: /s/ Beth Boulerice


Name: Beth
Boulerice

Title: CFO


 


 


 






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