UDR, INC. Medium-Term Notes, Series A Due Nine Months or More From Date of Issue Fully and Unconditionally Guaranteed by UNITED DOMINION REALTY, L.P. (a Delaware limited partnership) AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT

Exhibit 1.2

UDR, INC.
Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue

Fully and Unconditionally Guaranteed by

UNITED DOMINION REALTY, L.P.

(a Delaware limited partnership)

AMENDMENT NO. 4 TO THE

THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT

February 14, 2023

BofA Securities, Xxx.

Xxx Xxxxxx Xxxx

Xxx Xxxx, Xxx Xxxx 00000

RBC Capital Markets, LLC

200 Xxxxx Street, 8th Floor

New York, New York 10281

BNY Mellon Capital Markets, LLC

240 Xxxxxxxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 10286

Xxxxxx X. Xxxxxxx & Company, Inc.

00 Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Citigroup Global Markets Inc.

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, New York 10017

X.X. Xxxxxx Securities LLC

383 Xxxxxxx Xxxxxx, 0^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Truist Securities, Inc.

0000 Xxxxxxxxx Xxxx XX

Xxxxxxx, Xxxxxxx 00000

Xxxxxx Xxxxxxx & Co. LLC

1585 Broadway

New York, New York 10036

U.S. Bancorp Investments, Inc.

000 X. Xxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

PNC Capital Markets LLC

300 Xxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxx 00000

Xxxxx Fargo Securities, LLC

550 X. Xxxxx Xxxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Ladies and Gentlemen:

Reference is made to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 (the “Agreement”), by and among UDR, Inc. (the “Company”) and United Dominion Realty, L.P. (the “Operating Partnership”) and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, BofA Securities, Inc. (as successor in interest to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated), Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as amended by Amendment No. 1 thereto, dated July 29, 2014,

February 14, 2022

Page 2

Amendment No. 2 thereto, dated April 27, 2017, by and among the Company, the Operating Partnership and Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, BofA Securities, Inc. (as successor in interest to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated), Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, and Amendment No. 3 thereto, dated May 7, 2020, by and among the Company, the Operating Partnership and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Regions Securities LLC, RBC Capital Markets, LLC, Xxxxxx X. Xxxxxxx & Company, Inc., Truist Securities, Inc. (as successor in interest to SunTrust Xxxxxxxx Xxxxxxxx, Inc.), TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC (collectively, the “Parties”). On February 14, 2023, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-269757) (the “Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-236846) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement to reference the Registration Statement instead of the Expiring Registration Statement and to reflect changes to the Agents and sections noted below (this “Amendment”). The Parties therefore hereby agree as follows:

1.Commission File Number. The third paragraph of the Agreement is hereby amended so that the reference to the Commission file number of the automatic shelf registration statement on Form S-3 filed by the Company with the Commission shall be file number 333-269757.

2.Effective Date. Section 2(a)(iii) of the Agreement is hereby amended to reflect that the effective date of the Registration Statement is February 14, 2022.

3.Agents. All references to “the Agents” in the Agreement or in any other agreement, instrument or other document executed in connection with or under such Agreement or delivered pursuant thereto shall hereafter, for all purposes unless the context requires otherwise, refer exclusively to BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC, PNC Capital Markets LLC, Regions Securities LLC, RBC Capital Markets, LLC, Xxxxxx X. Xxxxxxx & Company, Inc., Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC.

4.Trustee. All references to “the Trustee” in the Agreement or in any other agreement, instrument or other document executed in connection with or under such Agreement or delivered pursuant thereto shall hereafter, for all purposes unless the context requires otherwise, refer exclusively to U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank of Virginia), as trustee.

5.Notices. Section 13 is hereby deleted in its entirety and replaced with the following:

February 14, 2022

Page 3

Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below.

If to the Company of the Operating Partnership to:

UDR, Inc.
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000

Attention:Xxxxxx X. Xxxxxx

Xxxxx X. Xxxxxxxx

With a copy to:

Xxxxxxxx & Xxxxxxxx LLP
0000 X Xx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Facsimile: (000) 000-0000

Attention:Xxxxx X. Xxxx

Xxxxxx X. Xxxxxxxx

If to the Agents:

BofA Securities, Inc.

000 Xxxx 00xx Xxxxxx

NY8-114-07-01

New York, New York 10036

Attention: High Grade Transaction Management/Legal

Facsimile: (000) 000-0000

Email: xx.xx_xx_xxxxxxx@xxxx.xxx

BNY Mellon Capital Markets, LLC

000 Xxxxxxxxx Xxxxxx, 3rd Floor

New York, New York 10286

Citigroup Global Markets Inc.

000 Xxxxxxxxx Xxxxxx

New York, New York 10013

Attention: Transaction Execution Group

Email: XXX.XxxXxxx@xxxx.xxx

Facsimile: (000) 000-0000

February 14, 2022

Page 4

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx, 3rd Floor

New York, New York 10179

Attention: Medium-Term Note Desk

Facsimile: (000) 000-0000

Xxxxxx Xxxxxxx & Co. LLC

0000 Xxxxxxxx, 00xx Floor

New York, New York 10036

Attention: Investment Banking Division

Facsimile: (000) 000-0000

PNC Capital Markets LLC

000 Xxxxx Xxxxxx, 00xx Floor

Pittsburgh, Pennsylvania 15222

Attention: Debt Capital Markets, Transaction Execution

Facsimile: (000) 000-0000

Regions Securities LLC

0000 Xxxx Xxxxxxxxx Xx., XX, Xxxxx 0000

Atlanta, Georgia 30309

RBC Capital Markets, LLC

000 Xxxxx Xxxxxx, 0xx Xxxxx

New York, New York 10281

Attention: DCM Transaction Management

Facsimile: (000) 000-0000

Xxxxxx X. Xxxxxxx & Company, Inc.

00 Xxxxxxxx, 00xx Xxxxx

New York, New York 10006

Truist Securities, Inc.

0000 Xxxxxxxxx Xxxx XX

Atlanta, Georgia 30326

Attention: Investment Grade Debt Capital Markets

Facsimile: (000) 000-0000

TD Securities (USA) LLC

0 Xxxxxxxxxx Xxxxxx, 00xx Floor

New York, New York 10017

United States of America

Email: XXXxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx

Attention: Transaction Advisory Group

February 14, 2022

Page 5

U.S. Bancorp Investments, Inc.

000 X. Xxxxx Xxxxxx, 00xx Floor

Charlotte, North Carolina 28202

Attention: Credit Fixed Income

Facsimile: (000) 000-0000

Xxxxx Fargo Securities, LLC

000 Xxxxx Xxxxx Xxxxxx, 0xx Floor

Charlotte, North Carolina 28202

Attention: Transaction Management

Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx

6.Governing Law; Forum. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. Any suit, action or proceeding brought by the Company against any of the agents referenced above in connection with or arising under this Amendment shall be brought solely in the state or federal court of appropriate jurisdiction located in the Borough of Manhattan, The City of New York.

7.Counterparts. This Agreement shall be valid, binding, and enforceable against a party only when executed by an authorized individual on behalf of the party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

8.Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.

Terms used herein but not otherwise defined are used herein as defined in the Agreement.

If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership and each of you.

	Very truly yours,


	UDR, Inc.

	By:		/s/ Xxxxxx X. Xxxxxx
	Name:		Xxxxxx X. Xxxxxx
	Title:		President and Chief Financial Officer

	United Dominion Realty, L.P.

	By UDR, Inc., its general partner

	By:		/s/ Xxxxxx X. Xxxxxx
	Name:		Xxxxxx X. Xxxxxx
	Title:		President and Chief Financial Officer

Signature Page to Distribution Agreement Amendment No. 4

The foregoing Amendment No. 4 to

the Agreement is hereby confirmed

and accepted as of the date first

written above.


BOFA SECURITIES, INC.


By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Managing Director


BNY MELLON CAPITAL MARKETS, LLC


By:	/s/ Xxx Xxxxxxx
	Name: Xxx Xxxxxxx
	Title: Managing Director


CITIGROUP GLOBAL MARKETS INC.


By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Director


X.X.XXXXXX SECURITIES LLC


By:	/s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Executive Director

Signature Page to Distribution Agreement Amendment No. 4


XXXXXX XXXXXXX & CO. LLC


By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Vice President


PNC CAPITAL MARKETS LLC


By:	/s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Managing Director


REGIONS SECURITIES LLC


By:	/s/ Xxxxxx X. Xxxxxxxxx
	Name: Xxxxxx X. Xxxxxxxxx
	Title: Managing Director - ECM


RBC CAPITAL MARKETS, LLC


By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Managing Director, Head of U.S. Real Estate


XXXXXX X. XXXXXXX & COMPANY, INC.


By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name: Xxxxxxxx X. Xxxxxxx
	Title: Managing Director

Signature Page to Distribution Agreement Amendment No. 4


TD SECURITIES (USA) LLC


By:	/s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title: Director


TRUIST SECURITIES, INC.


By:	/s/ Xxxxxx Xxxxxxxxxx
	Name: Xxxxxx Xxxxxxxxxx
	Title: Director


U.S. BANCORP INVESTMENTS, INC.


By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Vice President


XXXXX FARGO SECURITIES, LLC


By:	/s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Managing Director

Signature Page to Distribution Agreement Amendment No. 4

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UDR, INC. Medium-Term Notes, Series A Due Nine Months or More From Date of Issue Fully and Unconditionally Guaranteed by UNITED DOMINION REALTY, L.P. (a Delaware limited partnership) AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT

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