UDR, INC. Medium-Term Notes, Series A Due Nine Months or More From Date of Issue Fully and Unconditionally Guaranteed by UNITED DOMINION REALTY, L.P. (a Delaware limited partnership) SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • May 4th, 2011 • UDR, Inc. • Real estate investment trusts • New York
UDR, Inc., a Maryland corporation (the “Company”), and United Dominion Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC (each, an “Agent,” and together, the “Agents”) with respect to the issue and sale by the Company of its Medium-Term Notes, Series A, Due Nine Months or More From Date of Issue (the “Notes”). The Notes will be fully and unconditionally guaranteed as to payment of the principal thereof, and premium, if any, and interest thereon (the “Guarantee” and, together with the Notes, the “Securities”) by the Operating Partnership. The Securities will be issued pursuant to an indenture, dated as of November 1, 1995, between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation)
FIRST SUPPLEMENTAL INDENTURE dated as of May 3, 2011 among UDR, INC. (successor by merger to United Dominion Realty Trust, Inc.) as the Issuer and UNITED DOMINION REALTY, L.P. as the Guarantor and Senior Debt SecuritiesFirst Supplemental Indenture • May 4th, 2011 • UDR, Inc. • Real estate investment trusts • Virginia
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of May 3, 2011 among UDR, Inc., a Maryland corporation (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) (the “Company” or the “Issuer”), United Dominion Realty, L.P., a Delaware limited partnership (the “Guarantor”) and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association (formerly known as First Union National Bank of Virginia), as trustee (the “Trustee”).
