Exhibit 4.3


 


Unless
this Security is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), 55 Water Street, New
York, New York, to the Issuer (as defined below) or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.


 


This
Security is a global Security within the meaning set forth in the Indenture
hereinafter referred to and is registered in the name of DTC or a nominee of
DTC.  This Security is exchangeable for
Securities registered in the name of a person other than DTC or its nominee
only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by DTC to a nominee of DTC or another nominee of
DTC or by DTC or its nominee to a successor depository or its nominee.


 


	
  Registered No. 1

  	
   

  	
  PRINCIPAL AMOUNT

  
	
  CUSIP
  No.:  55448Q AN 6

  	
   

  	
  $100,000,000

  



 


MACK-CALI REALTY, L.P.


 


5.25% NOTE DUE 2012


 


MACK-CALI
REALTY, L.P., a limited partnership duly organized and existing under the laws
of the State of Delaware (herein referred to as the “Issuer” which term
shall include any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, upon presentation, the principal sum of ONE HUNDRED MILLION
DOLLARS on January 15, 2012, and to pay interest on the outstanding principal
amount thereon from January 24, 2006, or from the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on January 15 and July 15 in each year,
commencing July 15, 2006, at the rate of 5.25% per
annum, until the entire principal hereof is paid or made available for
payment.  The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Regular Record Date for such
interest which shall be the January 1 or July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the Person in
whose name this Security is registered at the close of business


 


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on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of the Securities not more than 15 days and
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture.  Payment of the principal of
and interest on this Security will be made at the office or agency maintained
for that purpose in the City of Wilmington, Delaware or elsewhere as provided
in the Indenture, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Issuer payments of
principal and interest on the Notes (other than payments of principal and
interest due at Maturity) may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer to an account of the Person entitled
thereto located within the United States.


 


Securities
of this series are one of a duly authorized issue of securities of the Issuer
(herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of March 16, 1999, among the Issuer,
Mack-Cali Realty Corporation and Wilmington Trust Company (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), as supplemented
by Supplemental Indenture No. 1, dated as of March 16, 1999, as
further supplemented by Supplemental Indenture No. 2, dated as of August 2,
1999, as further supplemented by Supplemental Indenture No. 3, dated as of
December 21, 2000, as further supplemented by Supplemental Indenture No. 4,
dated as of January 29, 2001, as further supplemented by Supplemental
Indenture No. 5, dated as of December 20, 2002, as further
supplemented by Supplemental Indenture No. 6, dated as of March 14,
2003, as further supplemented by Supplemental Indenture No. 7, dated as of
June 12, 2003, as further supplemented by Supplemental Indenture No. 8,
dated as of February 9, 2004, as further supplemented by Supplemental
Indenture No. 9, dated as of March 22, 2004, as further supplemented
by Supplemental Indenture No. 10, dated as of January 25, 2005, as
further supplemented by Supplemental Indenture No. 11, dated as of April 15,
2005, as further supplemented by Supplemental Indenture No. 12 dated as of
November 30, 2005, and as further supplemented by Supplemental Indenture No. 13
dated as of January 24, 2006 (as so supplemented, herein called the “Indenture”),
between the Issuer and the Trustee to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are authenticated and delivered. 
This Security is one of the series designated in Section 2.1 of
Supplemental Indenture No. 13 referred to above, limited in aggregate
principal amount to $100,000,000, except as the aggregate principal amount may
be increased pursuant to Section 2.2 of Supplemental Indenture No. 13
referred to above.


 


Securities
of this series may be redeemed at any time at the option of the Issuer, in
whole or in part, upon notice of not more than 60 nor less than 30 days


 


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prior to the Redemption
Date, at a redemption price equal to the sum of (i) the principal amount
of the Securities being redeemed plus accrued and unpaid interest thereon up to
but not including the Redemption Date and (ii) the Make-Whole Premium, if
any, with respect to such Securities.


 


The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Issuer on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Issuer, in each case, upon compliance by the Issuer with certain conditions set
forth in the Indenture, which provisions apply to this Security.


 


If an
Event of Default with respect to the Securities shall occur and be continuing,
the principal of the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given written
notice to the Trustee of a continuing Event of Default with respect to the
Securities, the Holders of not less than a majority in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any interest on or after the respective due dates expressed
herein.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Issuer and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series of Securities then Outstanding affected thereby.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


 


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No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of (and Make-Whole Premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Issuer in any Place of Payment where the principal of (and Make-Whole Premium,
if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


Except
as set forth in Section 302 of the Indenture, the Securities of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. 
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Issuer,
the Trustee and any agent of the Issuer or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Issuer, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


No
recourse under or upon any obligation, covenant or agreement contained in the
Indenture or in this Security, or because of any indebtedness evidenced hereby
or thereby, shall be had against any promoter, as such, or against any past,
present or future shareholder, officer or director, as such, of the Issuer or
of any successor, either directly or through the Issuer or any successor, under
any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all
such liability being expressly waived and released by the acceptance of this
Security by the Holder thereof and as part of the consideration for the issue
of the Securities of this series.


 


All
capitalized terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


 


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THE
INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer has caused “CUSIP”
numbers to be printed on the Securities of this series as a convenience to the
Holders of such Securities.  No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Securities, and reliance may be placed only on the other
identification numbers printed hereon.


 


Unless
the certificate of authentication hereon has been executed by or on behalf of
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE
FOLLOWS]


 


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IN WITNESS WHEREOF, MACK-CALI REALTY, L.P. has caused this instrument
to be duly executed.


 


	
  Dated: January 24,
  2006

  	
   

  
	
   

  	
   

  
	
   

  	
  MACK-CALI
  REALTY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali Realty
  Corporation, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BARRY LEFKOWITZ

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry Lefkowitz

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 


Attest:


 


	
  /s/ ROGER W. THOMAS

  	
   

  
	
  Name:

  	
  Roger W. Thomas

  
	
  Title:

  	
  Executive Vice President

  
	
   

  	
  General Counsel and Secretary

  
			



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


 


This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.


 


	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES J.
  MCGINLEY

  	
   

  
	
   

  	
   

  	
  James J. McGinley

  
	
   

  	
   

  	
  Authorized Signatory

  
					



 


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ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned hereby


sells, assigns and transfers unto


 


PLEASE
INSERT SOCIAL


SECURITY
OR OTHER IDENTIFYING


NUMBER
OF ASSIGNEE


 


 


	
   

  
	
  (Please Print or Typewrite Name and Address
  including

  
	
  Zip Code of Assignee)

  
	
   

  
	
   

  
	
  the within
  Security of Mack-Cali Realty, L.P. and hereby does irrevocably constitute and
  appoint

  
	
   

  
	
                                                                                                                                                                                                           Attorney

  
	
  to transfer said
  Security on the books of the within-named Issuer with full power of
  substitution in the premises.

  
	
   

  
	
  Dated:

  
	
   

  



 


NOTICE:  The signature to this assignment must
correspond with the name as it appears on the first page of the within
Security in every particular, without alteration or enlargement or any change
whatever.


 


	
   

  	
  Signature(s)
  must be guaranteed by an institution which is a member of one of the
  following recognized signature Guarantee Programs: (i) The Securities
  Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
  Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion
  Program (SEMP); or (iv) another guarantee program acceptable to the
  Trustee.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  Guarantee

  



 


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