EX-4.1






EXHIBIT 4.1




SUPPLEMENTAL INDENTURE




This Supplemental Indenture is dated as of August 20, 2009 (this “Supplemental Indenture”),
among UDR, Inc., a Maryland corporation (formerly known as United Dominion Realty Trust, Inc., a
Maryland corporation, and successor by merger to United Dominion Realty Trust, Inc., a Virginia
corporation)(the “Company”), and U.S. Bank National Association (as successor to NationsBank of
Virginia, N.A.), as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H :




WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of April 1, 1994
(the “Indenture”), under which the Company issued an aggregate principal amount of $150,000,000 of
the Company’s 81/2 % Debentures Due September 15, 2024 (the “Notes”); and



WHEREAS, the Company has solicited consents (the “Consent Solicitation”) from the Holders of
the Notes to certain proposed amendments to the Indenture (the “Proposed Amendments”) as set forth
in Section 2.01 hereof, in accordance with the terms of an Offer to Purchase and Consent
Solicitation Statement dated August 4, 2009 (the “Offer to Purchase”); and



WHEREAS, pursuant to Section 9.02 of the Indenture, with the consent of the Holders of not
less than a majority in principal amount of the Notes at the time outstanding, the Company and the
Trustee may enter into a supplemental indenture for the purpose of adopting the Proposed
Amendments; and



WHEREAS, pursuant to the Consent Solicitation, the Holders of a majority in principal amount
of the outstanding Notes have consented to the adoption of the Proposed Amendments; and



WHEREAS, the Notes are the only series of notes currently outstanding under the Indenture; and



WHEREAS, the Supplemental Indenture complies with the provisions of the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”); and



WHEREAS, the Supplemental Indenture has been approved by the Board of Directors of the Company
or by a duly authorized committee of the Board of Directors.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant
and agree as follows:



ARTICLE I




DEFINITIONS




Section 1.01. Defined Terms. Capitalized terms not otherwise defined herein shall have the
meaning given to them in the Indenture. The words “herein,” “hereof’ and “hereby” and other words
of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular section hereof.



ARTICLE II




INDENTURE AMENDMENTS




Section 2.01. Deletion of Certain Sections and Subsections from the Indenture. The text of
the following sections and subsections of the Indenture shall be deleted from the Indenture:



	 	 	 
	Subsections (5) and (6)

of Section 501

	 	Events of Default



	Section 1004

	 	Limitations on Incurrence of Debt
	Section 1006

	 	Maintenance of Properties
	Section 1007

	 	Insurance
	Section 1009

	 	Provision of Financial Information






In place of the deleted text of the foregoing sections and subsections, the following text
shall be inserted immediately after the section or subsection number: “[Reserved].”



Any and all references to the foregoing sections and subsections and any and all obligations
thereunder related solely to such sections and subsections throughout the Indenture shall be of no
further force or effect. All definitions in the Indenture which are used exclusively in the
sections and subsections deleted pursuant to this Section 2.01 shall be of no further force or
effect.



ARTICLE III




EFFECTIVENESS; OPERATIVENESS




Section 3.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall
become effective upon the due execution and delivery by the Company and the Trustee of this
Supplemental Indenture.



Section 3.02. Operativeness of Amendments. Notwithstanding Section 3.01 of this Supplemental
Indenture, the Proposed Amendments set forth in Section 2.01 of this Supplemental Indenture shall
become operative when, and only when, the Notes with respect to which the Requisite Consents (as
defined in the Offer to Purchase) have been delivered are paid for on the applicable Payment Date
(as defined in the Offer to Purchase).



ARTICLE IV




MISCELLANEOUS




Section 4.01. Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.



Section 4.02. Governing Law. This Supplemental Indenture shall be governed by and construed
in accordance with the law of the Commonwealth of Virginia.



Section 4.03. Severability Clause. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality and unenforceability.



Section 4.04. Ratification of Indenture: Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



Section 4.05. Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute one and the same
agreement.



Section 4.06. Headings. The headings of the Articles and the Sections in this Supplemental
Indenture are for convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.



Section 4.07. Successors and Assigns. All agreements of the Company and the Trustee in this
Supplemental Indenture shall bind their respective successors and assigns.



Section 4.08. Conflict With Trust Indenture Act. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is
required under the Trust Indenture Act to be part of and govern any provision of the Indenture,
such provision of the Trust Indenture Act shall control. If any provision of this Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so
modified or to be excluded by this Supplemental Indenture, as the case may be.



Section 4.09 Trustee Disclaimer. The recitals contained in this Supplemental Indenture shall
be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations or warranties as to the validity or sufficiency
of this Supplemental Indenture.



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.




UDR, INC.




By:  /s/ Warren L. Troupe

Name: Warren L. Troupe

Title: Senior Executive Vice President





U.S. BANK NATIONAL ASSOCIATION, as Trustee




By:  /s/ Monique L. Green

Name: Monique L. Green

Title: Vice President