SIXTH AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF UNITED DOMINION REALTY, L.P.
This
SIXTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF UNITED DOMINION REALTY, L.P., dated as of
December 9, 2008 (this “Amendment”), is being
executed by UDR, Inc., a Maryland corporation (the “General
Partner”), as the general partner of United Dominion Realty,
L.P., a Delaware limited partnership (the
“Partnership”), pursuant to the authority conferred on
the General Partner pursuant to Section 11.01 of the Amended
and Restated Agreement of Limited Partnership of United Dominion
Realty, L.P., dated as of February 23, 2004, as amended to
date (the “Agreement”). Capitalized terms used, but not
otherwise defined herein, shall have the respective meanings
ascribed thereto in the Agreement.
WHEREAS,
the Board of Directors of the General Partner has approved this
Amendment.
NOW,
THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
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1.
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Section 8.05(f)(i) of the
Agreement is hereby amended to read in its entirety as
follows:
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“In the
event that the Company (A) declares or pays a dividend on its
outstanding REIT Shares in REIT Shares or makes a distribution to
all holders of its outstanding REIT Shares in REIT Shares,
(B) subdivides its outstanding REIT Shares, or
(C) combines its outstanding REIT Shares into a smaller number
of REIT Shares, the Conversion Factor shall be adjusted by
multiplying the Conversion Factor by a fraction, the numerator of
which shall be the number of REIT Shares issued and outstanding on
the record date for such dividend, distribution, subdivision or
combination (assuming for such purposes that such dividend,
distribution, subdivision or combination has occurred as of such
time), and the denominator of which shall be the actual number of
REIT
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