(c)(1)
N.A.
(c)(2)
N.A.
(c)(3)
N.A.
(d)
N.A.
(e)
N.A.
(f)
N.A.
315
(a)
7.01
(b)
6.08
(c)
6.05
(d)
7.01
(e)
6.09
316
(a)(1)(A)
6.07
(a)(1)(B)
6.07
(a)(2)
N.A.
(b)
N.A.
(c)
N.A.
317
(a)(1)
N.A.
(a)(2)
N.A.
(b)
N.A.
318
(a)
N.A.
N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.
v
INDENTURE
INDENTURE, dated as of October 12, 2006, between United Dominion Realty Trust,
Inc., a Maryland corporation (hereinafter called the "Issuer"), having its
principal executive office at 1745 Shea Center Drive, Suite 200, Highlands
Ranch, Colorado 80129, and U.S. Bank National Association, a banking association
organized under the laws of the United States, as trustee hereunder (hereinafter
called the "Trustee").
Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the holders of the Issuer's 3.625% Convertible
Senior Notes due 2011 (hereinafter called the "Notes") on the date hereof.
ARTICLE 1
DEFINITIONS
SECTION 1.01.
DEFINITIONS.
THE TERMS DEFINED IN THIS SECTION 1.01 (EXCEPT AS
HEREIN OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE CONTEXT OTHERWISE REQUIRES)
FOR ALL PURPOSES OF THIS INDENTURE AND OF ANY INDENTURE SUPPLEMENTAL HERETO
SHALL HAVE THE RESPECTIVE MEANINGS SPECIFIED IN THIS SECTION 1.01.
ALL OTHER
TERMS USED IN THIS INDENTURE THAT ARE DEFINED IN THE TRUST INDENTURE ACT (AS
DEFINED BELOW) OR WHICH ARE BY REFERENCE THEREIN DEFINED IN THE SECURITIES ACT
(EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE CONTEXT OTHERWISE
REQUIRES) SHALL HAVE THE RESPECTIVE MEANINGS ASSIGNED TO SUCH TERMS IN THE TRUST
INDENTURE ACT AND IN THE SECURITIES ACT AS IN FORCE AT THE DATE OF THE EXECUTION
OF THIS INDENTURE.
THE WORDS "HEREIN," "HEREOF," "HEREUNDER" AND WORDS OF
SIMILAR IMPORT REFER TO THIS INDENTURE AS A WHOLE AND NOT TO ANY PARTICULAR
ARTICLE, SECTION OR OTHER SUBDIVISION.
THE TERMS DEFINED IN THIS ARTICLE
INCLUDE THE PLURAL AS WELL AS THE SINGULAR.
"Additional Interest" has the meaning specified for Additional Interest Amount
in Section 2(e) of the Registration Rights Agreement (as defined below).
"Additional Interest Notice" has the meaning specified in Section 4.10.
"Additional Notes" has the meaning specified in Section 2.01.
"Additional Shares" has the meaning specified in Section 13.13.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.
For the purposes of this definition,
"control," when used with respect to any specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Agent Members" has the meaning specified in Section 2.05(b).
"Bankruptcy Law" means Title 11, U.S. Code or any similar federal, state, or
foreign law for the relief of debtors.
"Board of Directors" means the Board of Directors of the Issuer or a committee
of such