UDR, Inc. (Form: 8-K, Received: 08/21/2009 11:36:51)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):		August 20, 2009

UDR, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Maryland	1-10524	54-0857512
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(720) 283-6120

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.03 Material Modifications to Rights of Security Holders.

On August 20, 2009, UDR, Inc. (the "Company") executed and delivered the Supplemental Indenture (the "Supplemental Indenture") by and between the Company and U.S. Bank National Association, as trustee under the Company’s Indenture dated April 1, 1994 (the "Indenture") governing the Company’s 8½% Debentures due September 15, 2024 (the "Notes").

The Supplemental Indenture was entered into following the Company’s receipt on August 20, 2009 of consents to certain proposed amendments to the Indenture from holders of more than a majority in aggregate principal amount of the outstanding Notes. As executed, the Supplemental Indenture eliminates certain restrictive covenants and events of default contained in the Indenture. The amendments being effected by the Supplemental Indenture will only become operative, however, on the date that the Notes validly tendered in connection with the consents are purchased by the Company pursuant to the Company’s tender offer for the Notes commenced on August 4, 2009.

The foregoing summary of the material terms of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is attached to this report as Exhibit 4.1 and is incorporated herein by reference.

A copy of the press release announcing the receipt of the requisitie consents to the proposed amendments to the Indenture and the execution of the Supplemental Indenture is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. - Description
-------------------------------------------------------------------------------------

4.1 - Supplemental Indenture dated August 20, 2009, by and
between the Company and U.S. Bank National Association, as
trustee.

99.1 - Press release dated August 21, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	UDR, Inc.

August 21, 2009	By:	David L. Messenger

		Name: David L. Messenger
		Title: Senior Vice President and Chief Financial Officer

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Exhibit Index


Exhibit No.		Description

4.1		Supplemental Indenture dated August 20, 2009, by and between the Company and U.S. Bank National Association, as trustee.
99.1		Press release dated August 21, 2009.

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 8 1/2 % 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

Exhibit 99.1

For Immediate Release

Contact: David Messenger, CFO

Phone: 720.283.6120

UDR Announces Expiration of Early Tender Deadline, Receipt of Requisite Consents
and Execution of Supplemental Indenture

DENVER, CO – August 21, 2009 – UDR, Inc. (NYSE: UDR — News), a leading multifamily real estate investment trust (REIT), today announced that the early tender deadline in respect of its previously announced cash tender offer and consent solicitation (the “Offer”) for its 8 1/2 % Debentures Due September 15, 2024 (the “Notes”)(CUSIP No. 910197AC6), as previously extended by the Company, expired at 5:00 P.M., Eastern Time, on August 20, 2009 (the “Extended Early Tender Deadline”).

As of the expiration of the Extended Early Tender Deadline, valid tenders and consents had been received from holders of $37,464,000 in aggregate principal amount of Notes, representing approximately 70.53% of the outstanding Notes. Accordingly, the requisite majority consents to adopt the proposed amendments to the indenture governing the Notes have been received, and a supplemental indenture to effect the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement dated August 4, 2009 (the “Offer to Purchase”) was executed on August 20, 2009. As executed, the supplemental indenture eliminates certain restrictive covenants and events of default contained in the indenture governing the Notes. The amendments will become operative on the date that the Notes validly tendered in connection with the requisite consents are purchased by the Company pursuant to the Offer. The early payment date is expected to be on or about August 21, 2009.

Holders who validly tendered their Notes and delivered their consents at or prior to the Extended Early Tender Deadline, and did not withdraw their Notes and consents at or prior to such time, will receive Total Consideration of $1,100 per $1,000 principal amount of Notes tendered, which includes an early tender payment of $120 per $1,000 principal amount of Notes (the “Early Tender Payment”), if their tendered Notes are accepted for purchase.

The Company previously extended the expiration time of the Offer from 5:00 P.M., Eastern Time, on August 31, 2009 to 11:59 P.M., Eastern Time, on September 3, 2009, unless extended or earlier terminated (the “Extended Expiration Time”). Holders of Notes may tender their Notes until the Extended Expiration Time pursuant to the Offer to Purchase; however, any such tender that occurs after the Extended Early Tender Deadline will not be entitled to the Early Tender Payment. Completion of the Offer is subject to satisfaction or waiver by the Company of certain conditions, as described in the Offer to Purchase.

The complete terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated August 4, 2009, copies of which may be obtained by contacting Global Bondholders Services Corporation as Information Agent at (866) 924-2200 (U.S. toll-free) or (212) 430-3774. The Company has engaged Wells Fargo Securities to serve as Dealer Manager for the tender offer. Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities at (866) 309-6316 (U.S. toll-free) or (704) 715-8341.

None of the Company, the Dealer Manager or the Information Agent make any recommendations as to whether holders should tender their Notes or deliver consents pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated August 4, 2009.

About UDR, Inc.

UDR is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of August 1, 2009, UDR owned 44,990 apartment homes and had 1,916 homes under development. For over 37 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. Additional information can be found on the Company’s website at www.udr.com .

Forward-Looking Statements

Certain statements made in this press release may constitute “forward-looking statements.” The words “expect,” “intend,” “believe,” “anticipate,” “likely,” “will” and similar expressions generally identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning availability of capital and the stabilization of the capital markets, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels, expectations concerning the Vitruvian Park project, expectations that automation will help grow net operating income, expectations on post-renovated stabilized annual operating income, expectations on annualized net operating income and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in the Company’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.