Exhibit 10.24






Exhibit 10.24



March 4, 2013
To:    UDR, Inc. Bank Group
		
	Re:
	Amendment to Term Loan Agreement dated as of December 29, 2010 (the “Loan Agreement”) among UDR, Inc. (“UDR”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”).


UDR has requested that Wells Fargo, as Administrative Agent, approve Fitch, Inc. as a Rating Agency under the Credit Agreement. Wells Fargo, as Administrative Agent, is supportive of this request.
In addition, UDR has asked the Lenders to amend the first paragraph of the definition of “Applicable Margin” so that it reads as follows:
“Applicable Margin” means the percentage per annum determined, at any time, based on the range into which the Borrower's Credit Rating then falls, in accordance with the levels in the table set forth below (each a “Level”). Any change in the Borrower's Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Agent of written notice delivered by the Borrower in accordance with Section 8-4.(m) that the Borrower's Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Agent becomes aware that the Borrower's Credit Rating has changed, then the Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Agent becomes aware that the Borrower's Credit Rating has changed. During any period for which the Borrower has received three Credit Ratings which are not equivalent, the Applicable Margin be determined by (a) the highest Credit Rating if they differ by only one Level and (b) the average of the two highest Credit Ratings if they differ by two or more Levels (unless the average is not a recognized Level, in which case the Applicable Margin will be based on the Level corresponding to the second highest Credit Rating). During any period for which the Borrower has received only two Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin will be determined by (i) the highest Credit Rating if they differ by only one Level and (ii) the median of the two Credit Ratings if they differ by two or more Levels (unless the median is not a recognized Level, in which case the Applicable Margin will be based on the Credit Rating one Level below the Level corresponding to the higher Credit Rating). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margin shall be determined based on such Credit Rating so long as such Credit Rating is from either S&P or Moody's. During any period that the Borrower has (x) not received a Credit Rating from any Rating Agency or (y) received a Credit Rating from only one Rating Agency that is neither S&P or Moody's, the Applicable Margin shall be determined based on Level 4.
Wells Fargo, as Administrative Agent and Lender, is supportive of UDR's request to amend the definition of “Applicable Margin” as set forth above and recommends each Lender agree to the requested amendment. To signify agreement to the requested amendment, a Lender should complete and execute the signature block on the following page of this letter agreement and send a pdf of the executed letter agreement by e-mail to Paul Cushing (paul.cushing@alston.com) by no later than s:oo pm EST on Wednesday, March 13, 2013
If you have any questions of a business nature, please contact Amit Khimji at (704) 410-1150, or if you have questions of a legal nature please contact Paul Cushing at (404) 881-7578 at Alston & Bird.











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By: /s/ Carl Skanderup     
Name:    Carl Skanderup    
Title:    Vice President    


Agreed and accepted:


Wells Fargo Bank, NA.
[Type Name of Lender]




By: /s/ Carl Skanderup    
Name:    Carl Skanderup
Title:    Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:    
Title:    


Agreed and accepted:


Compass Bank




By: /s/ Brian Tuerff    
Name:    Brian Tuerff
Title:    Senior Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:    
Title:    


Agreed and accepted:


Citicorp North America, Inc.




By: /s/ John C. Rowland    
Name:    John C. Rowland
Title:    Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:    
Title:    


Agreed and accepted:


Union Bank






By: /s/ Warren H. Li    
Name:    Warren H. Li
Title:    V.P.











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:    
Title:    


Agreed and accepted:


Capital One, N.A.






By: /s/ Frederick H. Denecke    
Name:    Frederick H. Denecke
Title:    Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:        
Title:        
Agreed and accepted:


PNC BANK, NATIONAL ASSOCIATION




By: /s/ James A. Harmann    
Name:    James A. Harmann
Title:    Senior Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:        
Title:        


Agreed and accepted:


Regions Bank






By: /s/ Lori Chambers    
Name:    Lori Chambers
Title:    Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:        
Title:        


Agreed and accepted:


U.S. Bank
[Type Name of Lender]






By: /s/ Andrew Hyde    
Name:    Andrew Hyde
Title:    Vice President











Terms not defined herein that are defined in the Loan Agreement have the respective meanings given them in the Loan Agreement. This letter agreement may be executed in counterparts, and shall be governed by and construed in accordance with the laws of the State of New York.
Thank you for your consideration.
Sincerely,


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent




By:    
Name:        
Title:        


Agreed and accepted:


Bank of America, N.A.




By: /s/ Helen W. Chan    
Name:    Helen W. Chan
Title:    Vice President