exv4w01



 





EXHIBIT
4.01




FORM OF FIXED RATE NOTE



[FACE OF NOTE]


[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.] 1



[IF THIS NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE, INSERT THE FOLLOWING LANGUAGE: FOR PURPOSES
OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS NOTE IS % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS [AND] THE YIELD TO MATURITY
IS %. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT
ACCRUAL PERIOD OF , 20 TO , 20 , IS % OF THE PRINCIPAL AMOUNT OF THIS NOTE.]]



[IF THIS NOTE IS SUBJECT TO THE CONTINGENT PAYMENT DEBT REGULATIONS, ALSO INSERT THE FOLLOWING
LANGUAGE:         IN ADDITION, THIS NOTE IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
UNITED STATES INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH NOTE IS $[        ] PER $1,000 OF
PRINCIPAL AMOUNT AND THE COMPARABLE YIELD IS [     ]%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE
TREATED AS THE YIELD FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). THE COMPANY AGREES TO PROVIDE
PROMPTLY TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO THE COMPANY AT THE FOLLOWING ADDRESS: [                              
].]






 




			
	1	 	This paragraph applies to global Notes only.





 









 





	 	 	 	 	 
	REGISTERED

	 	CUSIP No.:
	 	PRINCIPAL AMOUNT:
	No. FXR-
	 	 	 	 
	 
	 	 	 	 





UDR, INC.

 

MEDIUM-TERM NOTE, SERIES A

DUE NINE MONTHS OR MORE

FROM DATE OF ISSUE

(Fixed Rate)




	 	 	 	 	 
	ORIGINAL ISSUE DATE:

	 	INTEREST RATE:     %
	 	STATED MATURITY DATE:
	 
	 	 	 	 
	INTEREST PAYMENT DATE(S)

	 	[ ] CHECK IF DISCOUNT NOTE	 	 
	[ ]                     and                     

	 	          Issue Price:     %	 	 
	[ ] Other:
	 	 	 	 
	 
	 	 	 	 
	INITIAL REDEMPTION

	 	INITIAL REDEMPTION
	 	ANNUAL REDEMPTION
	DATE:

	 	PERCENTAGE:     %
	 	PERCENTAGE

REDUCTION:     %
	 
	 	 	 	 
	OPTIONAL REPAYMENT
	 	 	 	 
	DATE(S):
	 	 	 	 
	 
	 	 	 	 
	SPECIFIED CURRENCY:

	 	AUTHORIZED DENOMINATION:
	 	EXCHANGE RATE
	[ ] United States dollars

	 	[ ] $1,000 and integral	 	AGENT:
	[ ] Other:

	 	     multiples thereof
	 	 
	 

	 	[ ] Other:	 	 
	 
	 	 	 	 
	ADDENDUM ATTACHED

	 	DEFAULT INTEREST RATE:
	 	OTHER/ADDITIONAL
	 

	 	 	 	PROVISIONS:
	[ ] Yes
	 	 	 	 
	[ ] No
	 	 	 	 






2









 





     UDR, INC., a Maryland corporation (the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to                     , or registered assigns, the Principal Amount of                     , on the Stated
Maturity Date specified above (or any Redemption Date or Repayment Date, each
as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date
being hereinafter referred to as the “Maturity Date” with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to
the extent legally enforceable) at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an “Interest Payment Date”), commencing
with the first Interest Payment Date next succeeding the Original Issue Date specified above, and
on the Maturity Date; provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest
payment will commence on the Interest Payment Date immediately following the next succeeding Record
Date to the registered holder (the “Holder”) of this Note on the next succeeding Record Date.
Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.



     Interest on this Note will accrue from, and including, the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each, an “Interest
Period”). The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered
at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined
below) immediately preceding such Interest Payment Date (the “Record Date”); provided,
however, that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date
(“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the close of business
on any Record Date and, instead, shall be paid to the person in whose name this Note is registered
at the close of business on a special record date (the “Special Record Date”) for the payment of
such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be
given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such
Special Record Date or may be paid at any time in any other lawful manner, all as more fully
provided for in the Indenture.



     Payment of principal, premium, if any, and interest in respect of this Note due on the
Maturity Date will be made in immediately available funds upon presentation and surrender of this
Note (and, with respect to any applicable repayment of this Note, upon delivery of [a duly
completed election form]2 [instructions]3 as contemplated on the reverse
hereof) at the office or





 




			
	2	 	This text applies to certificated Notes only.
	 
	3	 	This text applies to global Notes only.





3









 




agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New
York, currently the corporate trust office of the Trustee located at 40 Broad Street,
5th Floor, New York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided, however,
that if the Specified Currency (as defined below) is other than United States dollars and such
payment is to be made in the Specified Currency in accordance with the provisions set forth below,
such payment will be made by wire transfer of immediately available funds to an account with a bank
designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that
such bank has appropriate facilities therefor and that this Note is presented and surrendered and,
if applicable, [a duly completed repayment election form is]4 [instructions
are]5 delivered at the aforementioned office or agency maintained by the Company in time
for the Trustee to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at
the aforementioned office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall appear in the
Security Register maintained by the Trustee; provided, however, that a Holder of
U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent
thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having
identical or different terms and provisions) will be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered
appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days
prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee
shall remain in effect until revoked by such Holder.




     If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or interest shall be made on the next
succeeding Business Day with the same force and effect as if made on the date such payment was due,
and no interest shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the
next succeeding Business Day.



     As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which commercial banks are authorized or required by law, regulation
or executive order to close in The City of New York; provided, however, that if the
Specified Currency is other than United States dollars, such day must also not be a day on which
commercial banks are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open). “Principal Financial Center”
means the capital city of the country issuing the Specified Currency, except that with respect to
United States dollars, Australian dollars, Canadian dollars, Euros, New Zealand dollars South
African rands and Swiss francs, the “Principal Financial Center”





 




			
	4	 	This text applies to certificated Note only.
	 
	5	 	This text applies to global Notes only.





4









 




shall be The City of New York, Sydney, Toronto, Wellington, Johannesburg and Zurich,
respectively.




     The Company is obligated to make payment of principal, premium, if any, and interest in
respect of this Note in the currency in which this Note is denominated above (or, if such currency
is not at the time of such payment legal tender for the payment of public and private debts in the
country issuing such currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union, then the currency which is at the time of
such payment legal tender in the related country or in the adopting member states of the European
Union, as the case may be) (the “Specified Currency”). If the Specified Currency is other than
United States dollars, except as otherwise provided below, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into United States dollars for
payment to the Holder of this Note.



     Any United States dollar amount to be received by the Holder of this Note will be based on the
highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting
dealer of the Specified Currency for United States dollars for settlement on such payment date in
the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive
United States dollar payments and at which the applicable dealer commits to execute a contract.
All currency exchange costs will be borne by the Holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this Note will be made in
the Specified Currency.



     If the Specified Currency is other than United States dollars, the Holder of this Note may
elect to receive all or a specified portion of any payment of principal, premium, if any, and/or
interest, if any, in respect of this Note in the Specified Currency by submitting a written request
for such payment to the Trustee at its corporate trust office in The City of New York on or prior
to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form
of facsimile transmission. The Holder of this Note may elect to receive all or a specified portion
of all future payments in the Specified Currency in respect of such principal, premium, if any,
and/or interest, if any, and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice delivered to the Trustee, but written notice
of any such revocation must be received by the Trustee on or prior to the applicable Record Date or
at least 15 calendar days prior to the Maturity Date, as the case may be.



     If the Specified Currency is other than United States dollars and the Holder of this Note
shall have duly made an election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but
the Specified Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of this Note by making such payment in United States dollars on the basis
of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent



5









 






on the second Business Day prior to such payment date or, if such Market Exchange Rate is not
then available, on the basis of the most recently available Market Exchange Rate. The “Market
Exchange Rate” for the Specified Currency other than United States dollars means the noon dollar
buying rate in The City of New York for cable transfers for the Specified Currency as certified for
customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of
New York. Any payment made in United States dollars under such circumstances shall not constitute
an Event of Default (as defined in the Indenture).



     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding
on the Holder of this Note.



     The Company agrees to indemnify the Holder of any Note against any loss incurred by such
Holder as a result of any judgment or order being given or made against the Company for any amount
due hereunder and such judgment or order requiring payment in a currency (the “Judgment Currency”)
other than the Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment Currency for the
purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date
of payment of such judgment or order, is able to purchase the Specified Currency with the amount of
the Judgment Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and continues in full
force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of
exchange” includes any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, the relevant currency.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions
shall have the same force and effect as if set forth on the face hereof.



     Notwithstanding the foregoing, if an Addendum is attached hereto or “Other/Additional
Provisions” apply to this Note as specified above, this Note shall be subject to the terms set
forth in such Addendum or such “Other/Additional Provisions”.



     Unless the Certificate of Authentication hereon has been executed by the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



6









 





     IN WITNESS WHEREOF, UDR, Inc. has caused this Note to be duly executed by one of its duly
authorized officers.



	 	 	 	 	 
	 	UDR, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ATTEST:




	 	 	 	 	 
	By

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Dated:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION:



This is
one of the Debt Securities of

the series designated therein referred

to in the within-mentioned Indenture.




U.S. BANK NATIONAL ASSOCIATION, as Trustee




	 	 	 	 	 
	By

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory
	 	Authentication Date:






7









 





[REVERSE OF NOTE]



UDR, INC.


MEDIUM-TERM NOTE, SERIES A

DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

(Fixed Rate)



     This Note is one of a duly authorized series of Debt Securities (the “Debt Securities”) of the
Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended,
modified or supplemented from time to time (the “Indenture”), between the Company (successor by
merger to United Dominion Realty Trust, Inc., a Virginia corporation) 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”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of
the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This
Note is one of the series of Debt Securities designated as “Medium-Term Notes, Series A Due Nine
Months or More From Date of Issue” (the “Notes”). All terms used but not defined in this Note or
in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the
face hereof, as the case may be.



     This Note is issuable only in registered form without coupons in minimum denominations of U.S.
$1,000 and integral multiples thereof or other Authorized Denomination specified on the face
hereof.



     This Note will not be subject to any sinking fund and, unless otherwise specified on the face
hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or
repayable prior to the Stated Maturity Date.



     This Note will be subject to redemption at the option of the Company on any date on or after
the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in
part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination
(provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (the “Redemption Date”), on written
notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more
than 60 nor less than 30 calendar days prior to the Redemption Date. The “Redemption Price” shall
be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted
by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by
the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if
any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same



8









 






terms and provisions as this Note shall be issued by the Company in the name of the Holder
hereof upon the presentation and surrender hereof.



     This Note will be subject to repayment by the Company at the option of the Holder hereof on
the Optional Repayment Date(s), if any, specified on the face hereof, in whole or from time to time
in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination
(provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the
“Repayment Date”). For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30
calendar days prior to the Repayment Date, such Note and [the form hereon entitled “Option to Elect
Repayment” duly completed]6 [instructions to such effect forwarded by the Holder
hereof].7 Exercise of such repayment option by the Holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms and provisions as this Note shall be issued by
the Company in the name of the Holder hereof upon the presentation and surrender hereof.



     If this Note is specified on the face hereof to be a Discount Note, the amount payable to the
Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal
to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the
Discount, as defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case may be. The difference between the
Issue Price and 100% of the principal amount of this Note is referred to herein as the “Discount”.



     For purposes of determining the amount of Discount that has accrued as of any Redemption Date,
Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so
as to cause the yield on the Note to be constant. The constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period) and an assumption that the maturity of this Note will not be
accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the
“Initial Period”) is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular compounding period and a
short period, with the short period being treated as provided in the preceding sentence.





 




			
	6	 	This text applies to certificated Notes only.
	 
	7	 	This text applies to global Notes only.





9









 





     The covenant set forth in Section 1004(a) of the Indenture shall not apply to this Note, and
the following covenant shall instead apply to this Note in place of the covenant set forth in
Section 1004(a) of the Indenture:




     The Trust will not, and will not permit any Subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such additional Debt and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Debt of the Trust and its Subsidiaries on a consolidated basis
determined in accordance with GAAP is greater than 65% of the sum of (without
duplication) (i) the Trust’s Total Assets as of the end of the calendar quarter
covered in the Trust’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q,
as the case may be, most recently filed with the Commission (or, if such filing is
not permitted under the Exchange Act, with the Trustee) prior to the incurrence of
such additional Debt and (ii) the purchase price of any real estate assets or
mortgages receivable acquired, and the amount of any securities offering proceeds
received (to the extent such proceeds were not used to acquire real estate assets or
mortgages receivable or used to reduce Debt), by the Trust or any Subsidiary since
the end of such calendar quarter, including those proceeds obtained in connection
with the incurrence of such additional Debt.



     In addition to the covenants set forth in the Indenture, the Company is required to maintain
Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate outstanding
principal amount of the Company’s Unsecured Debt (as defined below). For purposes of this
requirement, the following capitalized terms shall be defined as follows:



     “Total Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate Assets (as
defined below) not subject to an encumbrance and (ii) all other assets of the Company and its
Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally
accepted accounting principles (but excluding accounts receivable and intangibles).



     “Subsidiaries” means a corporation, a limited liability company or a partnership a majority of
the outstanding voting stock, limited liability company or partnership interests, as the case may
be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries
of the Company. For purposes of this definition, “voting stock” means stock having voting power
for the election of directors, managing members or trustees, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.



     “Undepreciated Real Estate Assets” as of any date means the original cost plus capital
improvements of real estate assets of the Company and its Subsidiaries determined in accordance
with generally accepted accounting principles.



     “Unsecured Debt” means debt of the Company or any Subsidiary which is not secured by any
mortgage, lien, charge, pledge or security interest of any kind upon any of their properties.



     If an Event of Default shall occur and be continuing, the principal of the Notes may, and in
certain cases shall, be accelerated in the manner and with the effect provided in the Indenture.



10









 





     The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes
or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon
compliance with certain conditions set forth therein, which provisions apply to the Notes.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a
majority of the aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders of a majority of
the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the
Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in certain instances,
to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other
Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay
principal, premium, if any, and interest in respect of this Note at the times, places and rate or
formula, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein [and
herein]8 set forth, the transfer of this Note is registrable in the Security Register of
the Company upon surrender of this Note for registration of transfer at the office or agency of the
Company in any place where the principal hereof and any premium or interest hereon are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of
Authorized Denominations and for the same aggregate principal amount, will be issued by the Company
to the designated transferee or transferees.



     As provided in the Indenture and subject to certain limitations therein [and
herein]9 set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different Authorized Denominations but otherwise having the same terms and provisions, as
requested by the Holder hereof surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.





 




			
	8	 	This text applies to global Notes only.
	 
	9	 	This text applies to global Notes only.





11









 





     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary, except as required by law.



     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF VIRGINIA.



12









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this Note, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT
	 	-                      Custodian                     
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	     (Cust)                              (Minor)
	JT TEN

	 	-
	 	as joint tenants with right
	 	 	 	under Uniform Gifts to
	 

	 	 	 	of survivorship and not as
	 	 	 	Minors Act                                         
	 

	 	 	 	tenants in common
	 	 	 	                                        (State)





Additional abbreviations may also be used though not in the above list.





 






ASSIGNMENT




FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




	 	 	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR
	 	 
	 	 
	OTHER	 	 	 	 
	IDENTIFYING NUMBER OF ASSIGNEE 	 	 	 	 





 




(Please print or typewrite name and address including postal zip code of assignee)



 




this Note and all rights thereunder hereby irrevocably constituting and appointing



 




Attorney to transfer this Note on the books of the Company, with full power of substitution in the
premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Notice: The signature(s) on this Assignment must correspond with
the name(s) as written upon the face of this Note in every
particular, without alteration or enlargement or any change
whatsoever.






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[OPTION TO ELECT REPAYMENT




     The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note
(or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal
amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at


 



 



(Please print or typewrite name and address of the undersigned)




     For this Note to be repaid, the Trustee must receive at its corporate trust office in the
Borough of Manhattan, The City of New York, currently located at 40 Broad Street, 5th
Floor, New York, New York 10004, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this “Option to Elect Repayment” form duly completed.



     If less than the entire principal amount of this Note is to be repaid, specify the portion
hereof (which shall be increments of U.S. $1,000 or other integral multiple of an Authorized
Denomination) (provided that any remaining principal amount shall be at least U.S. $1,000 or such
other minimum Authorized Denomination) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S. $1,000 or such other minimum Authorized
Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid
(in the absence of any such specification, one such Note will be issued for the portion not being
repaid).



	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 	 	 
	Capacity:
	 	 	 	 
	 	 	 	 	 
	Address:
	 	 	 	 
	 	 	 	 	 
	Telephone No.:
	 	 	 	 
	 	 	 	 	 
	Tax Identification
	 	 	 	 
	 or Social Security No.:
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Principal Amount
	 	 	 	 
	to be Repaid: $
	 	 	 	 
	 	 	 	 	 
	 

Date:
 


	 	 
	 	Notice: The signature(s) on

this Option to Elect Repayment

must correspond with the name(s) as written

upon the face of this Note in every 

particular, without alteration or enlargement

or any change
whatsoever.]10
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Medallion Signature Guarantee








 




			
	10	 	This form applies to certificated Notes only.





14









 





UDR, INC.



ADDENDUM
TO MEDIUM-TERM NOTE 11


(Fixed Rate)




     [The Company may redeem all or part of this Note at any time at its option at a redemption
price equal to the greater of (1) the principal amount of this Note being redeemed plus accrued and
unpaid interest to the redemption date or (2) the Make-Whole Amount for the principal amount of
this Note being redeemed.



     “Make-Whole Amount” means, as determined by the Quotation Agent, the sum of the present values
of the principal amount of this Note to be redeemed, together with the scheduled payments of
interest (exclusive of interest to the redemption date) from the redemption date to the maturity
date of this Note being redeemed, in each case discounted to the redemption date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate,
plus accrued and unpaid interest on the principal amount of this Note being redeemed to the
redemption date.



     “Adjusted Treasury Rate” means, with respect to any redemption date, the sum of (x) either (1)
the yield for the maturity corresponding to the Comparable Treasury Issue, under the heading that
represents the average for the immediately preceding week, appearing in the most recent published
statistical release designated “H.15 (519)” or any successor publication that is published weekly
by the Board of Governors of the Federal Reserve System and that establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities” (provided, if no maturity is within three months before or after the remaining
term of this Note, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if
such release (or any successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date, in each case calculated on the third business day preceding the
redemption date, and (y) ___%.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term from the redemption date to
the maturity date of this Note that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Note.



     “Comparable Treasury Price” means, with respect to any redemption date, (x) the average of
three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations so obtained or (y) if fewer than five Reference
Treasury Dealer Quotations are so obtained, the average of all such Reference Treasury Dealer
Quotations so obtained.




 




			
	11	 	Include if applicable.



15









 





     “Quotation Agent” means the Reference Treasury Dealer selected by the indenture trustee after
consultation with the Company.



     “Reference
Treasury Dealer” means any of ___________________________, _________________________, their respective successors and assigns and three other nationally recognized investment banking
firm selected by the Company that is a primary U.S. Government securities dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the indenture trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such
redemption date.]




16