Exhibit 4.2






Exhibit 4.2 



     



         MACK-CALI
REALTY, L.P.,



Issuer



to



WILMINGTON TRUST
COMPANY, 



Trustee



     _________________ 



         Supplemental
Indenture No. 10



         Dated
as of January 25, 2005



     _________________ 



$150,000,000
of
5.125% Notes due 2015




     











        SUPPLEMENTAL
INDENTURE NO. 10 dated as of January 25, 2005 (the “Supplemental
Indenture”), between MACK-CALI REALTY, L.P., a limited partnership duly organized
and existing under the laws of the State of Delaware (herein called the
“Issuer”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation
duly organized and existing under the laws of the State of Delaware, as Trustee (herein
called the “Trustee”). 



RECITALS OF THE ISSUER 



        The
Issuer and Mack-Cali Realty Corporation, a corporation duly organized and existing under
the laws of the State of Maryland (herein called the “Corporation”), have
heretofore delivered to the Trustee an Indenture dated as of March 16, 1999 (the
“Original Indenture”), a form of which has been incorporated by reference
in the Issuer’s Registration Statement on Form S-3 (Registration No. 333-117047)
filed with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, providing for the issuance from time to time of debt securities of the Issuer
(the “Securities”). 



        Section
301 of the Original Indenture provides for various matters with respect to any series of
Securities issued under the Original Indenture to be established in an indenture
supplemental to the Original Indenture. 



        Section
901(7) of the Original Indenture provides for the Issuer and the Trustee to enter into an
indenture supplemental to the Original Indenture to establish the form or terms of
Securities of any series as provided by Sections 201 and 301 of the Original Indenture. 



        The
Board of Directors of the Corporation, the general partner of the Issuer, has duly adopted
resolutions authorizing the Issuer to execute and deliver this Supplemental Indenture. 



        All
the conditions and requirements necessary to make this Supplemental Indenture, when duly
executed and delivered, a valid and binding agreement in accordance with its terms and for
the purposes herein expressed, have been performed and fulfilled. 



        NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: 



        For
and in consideration of the premises and the purchase of the Notes provided for herein by
the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows: 














ARTICLE ONE 



RELATION TO ORIGINAL
INDENTURE; DEFINITIONS 



        Section
1.1   Relation to Original Indenture. 





        This
Supplemental Indenture constitutes an integral part of the Original Indenture. 



        Section
1.2   Definitions. 





        For
all purposes of this Supplemental Indenture, except as otherwise expressly provided for or
unless the context otherwise requires: 



          		    (1)       
               Capitalized terms used but not defined herein shall have the respective meanings
               assigned to them in the Original Indenture; and 



               



          		    (2)       
               All references herein to Articles and Sections, unless otherwise specified,
               refer to the corresponding Articles and Sections of this Supplemental Indenture. 



               



        “Acquired
Indebtedness” means Indebtedness of a Person (i) existing at the time such Person
becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case, other than Indebtedness incurred in connection with, or in
contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired
Indebtedness shall be deemed to be incurred on the date of the related acquisition of
assets from any Person or the date the acquired Person becomes a Subsidiary. 



        “Annual
Service Charge” for any period means the aggregate interest expense for such
period in respect of, and the amortization during such period of any original issue
discount of, Indebtedness of the Issuer and its Subsidiaries. 



        “Business
Day” means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in The City of New York or the State of
Delaware are authorized or required by law, regulation or executive order to close. 



        “Consolidated
Income Available for Debt Service” for any period means Earnings from Operations
of the Issuer and its Subsidiaries plus amounts which have been deducted, and minus
amounts which have been added, for the following (without duplication): (i) interest on
Indebtedness of the Issuer and its Subsidiaries, (ii) provision for taxes of the Issuer
and its Subsidiaries based on income, (iii) amortization of debt discount and deferred
financing costs, (iv) provisions for gains and losses on properties and depreciation and
amortization, (v) increases in deferred taxes and other non-cash items, (vi) depreciation
and amortization with respect to interests in joint venture and partially owned entity
investments, (vii) the effect of any charge resulting from a change in accounting
principles in determining Earnings from Operations for such period and (viii) amortization
of deferred charges. 




2







        “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at the date
hereof is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration and, for purposes of the Place of
Payment provisions of Sections 305 and 1002 of the Original Indenture, is located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration. 



        “Earnings
from Operations” for any period means net income excluding provisions for gains
and losses on sales of investments or joint ventures, extraordinary and non-recurring
items, and property valuation losses, as reflected in the consolidated financial
statements of the Issuer and its Subsidiaries for such period determined in accordance
with GAAP. 



        “Encumbrance”
means any mortgage, lien, charge, pledge or security interest of any kind. 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission. 



        “GAAP”
means generally accepted accounting principles as used in the United States applied on a
consistent basis as in effect from time to time; provided that solely for purposes of any
calculation required by the financial covenants contained herein, “GAAP” shall
mean generally accepted accounting principles as used in the United States on the date
hereof, applied on a consistent basis. 



        “Indebtedness”
of the Issuer or any Subsidiary means, without duplication, any indebtedness of the Issuer
or any Subsidiary, whether or not contingent, in respect of: (i) borrowed money evidenced
by bonds, notes, debentures or similar instruments whether or not such indebtedness is
secured by any Encumbrance existing on property owned by the Issuer or any Subsidiary,
(ii) indebtedness for borrowed money of a Person other than the Issuer or a Subsidiary
which is secured by any Encumbrance existing on property owned by the Issuer or any
Subsidiary, to the extent of the lesser of (x) the amount of indebtedness so secured and
(y) the fair market value of the property subject to such Encumbrance, (iii) the
reimbursement obligations, contingent or otherwise, in connection with any letters of
credit actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property or services, except any such balance that constitutes an
accrued expense or trade payable, or (iv) any lease of property by the Issuer or any
Subsidiary as lessee which is reflected on the Issuer’s consolidated balance sheet as
a capitalized lease in accordance with GAAP; and also includes, to the extent not
otherwise included, any obligation by the Issuer or any Subsidiary to be liable for, or to
pay, as obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), Indebtedness of another Person (other than the Issuer or any
Subsidiary; it being understood that Indebtedness shall be deemed to be incurred by the
Issuer or any Subsidiary whenever the Issuer or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof; Indebtedness of a Subsidiary of
the Issuer existing prior to the time it became a Subsidiary of the Issuer shall be deemed
to be incurred upon such Subsidiary’s becoming a Subsidiary of the Issuer; and
Indebtedness of a person existing prior to a merger or consolidation of such person with
the Issuer or any Subsidiary of the Issuer in which such person is the successor to the
Issuer or such Subsidiary shall be deemed to be incurred upon the consummation of such
merger or consolidation; provided, however, the term “Indebtedness” shall not
include any such indebtedness that has been the subject of an “in substance”
defeasance in accordance with GAAP). 




3







        “Intercompany
Indebtedness” means Indebtedness to which the only parties are the Issuer, the
Corporation and any Subsidiary (but only so long as such Indebtedness is held solely by
any of the Issuer, the Corporation and any Subsidiary) that is subordinate in right of
payment to the Notes. 



        “Make-Whole
Premium” means, in connection with any optional redemption of any Notes, the
excess, if any, of (i) the aggregate present value as of the date of such redemption of
each dollar of principal of such Notes being redeemed and the amount of interest
(exclusive of interest accrued to the date of redemption) that would have been payable in
respect of such dollar if such redemption had not been made, determined by discounting, on
a semi-annual basis, such principal and interest at the Reinvestment Rate (determined on
the third Business Day preceding the date such notice of redemption is given) from the
respective dates on which such principal and interest would have been payable if such
redemption had not been made, over (ii) the aggregate principal amount of such Notes being
redeemed. 



        “Notes”
has the meaning specified in Section 2.1 hereof. 



        “Reinvestment
Rate” means 0.2% (two tenths of one percent) plus the arithmetic mean of the
yields under the respective headings “This Week” and “Last Week”
published in the Statistical Release under the caption “Treasury Constant
Maturities” for the maturity (rounded to the nearest month) corresponding to the
remaining life to maturity of such Notes, as of the payment date of the principal of such
Notes being redeemed. If no maturity exactly corresponds to such maturity, yields for the
two published maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall be obtained
by linear interpolation, rounding in each of such relevant periods to the nearest month.
For such purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Premium shall be
used. 




4







        “Statistical
Release” means the statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government securities adjusted to
constant maturities or, if such statistical release is not published at the time of any
determination of the Make-Whole Premium, then such other reasonably comparable index which
shall be designated by the Issuer. 



        “Subsidiary”
means, with respect to any Person, any corporation or other entity of which a majority
of the voting power of the voting equity securities or the outstanding equity interests of
which are owned, directly or indirectly, by such Person. For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors, whether at all times or only so long as no senior
class of security has such voting power by reason of any contingency. 



        “Total
Assets” as of any date means the sum of (i) the Undepreciated Real Estate Assets
and (ii) all other assets of the Issuer and its Subsidiaries determined in accordance with
GAAP (but excluding accounts receivable and intangibles). 



        “Total
Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate Assets
not subject to an Encumbrance for borrowed money and (ii) all other assets of the Issuer
and its Subsidiaries not subject to an Encumbrance for borrowed money, determined in
accordance with GAAP (but excluding accounts receivable and intangibles). 



        “Undepreciated
Real Estate Assets” as of any date means the cost (original cost plus capital
improvements) of real estate assets of the Issuer and its Subsidiaries on such date,
before depreciation and amortization, determined on a consolidated basis in accordance
with GAAP. 



        “Unsecured
Indebtedness” means Indebtedness which is not secured by any Encumbrance upon any
of the properties of the Issuer or any Subsidiary. 



ARTICLE TWO 



THE SERIES OF NOTES 



        Section
2.1   Title of the Securities. 





        There
shall be a series of Securities designated the “5.125% Notes due 2015” (the
“Notes”). 



        Section
2.2   Limitation on Aggregate Principal Amount. 





        Except
as provided in this Section and in Section 306 of the Original Indenture, (i) the
aggregate principal amount of the Notes shall be limited to $150,000,000, and (ii) the
Issuer shall not execute and the Trustee shall not authenticate or deliver Notes in excess
of such aggregate principal amount. 




5







        Nothing
contained in this Section 2.2 or elsewhere in this Supplemental Indenture, or in the
Notes, is intended to or shall limit execution by the Issuer or authentication or delivery
by the Trustee of Notes under the circumstances contemplated by Sections 303, 304, 305,
306, 906, 1107 and 1305 of the Original Indenture. Furthermore, the Issuer may from time
to time, without the consent of existing Holders, create and issue further Securities
having the same terms and conditions in all respects as the Notes issued as of the date
hereof pursuant to this Supplemental Indenture, except for issue date, issue price and the
first payment of interest thereon. Additional Securities issued in this manner will be
consolidated with and will form a single series with the previously outstanding Notes. 



        Section
2.3   Interest and Interest Rates; Maturity Date of Notes. 





        The
Notes will bear interest at a rate of 5.125% per annum from January 25, 2005 or from the
immediately preceding Interest Payment Date to which interest has been paid or duly
provided for, payable semi-annually in arrears on January 15 and July 15 of each year,
commencing on July 15, 2005 (each, an “Interest Payment Date”), to the
Person in whose name such Note is registered at the close of business on January 1 or July
1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date (each, a “Regular Record Date”). Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months. The interest so payable
on any Note which is not punctually paid or duly provided for on any Interest Payment Date
shall forthwith cease to be payable to the Person in whose name such Note is registered on
the relevant Regular Record Date, and such defaulted interest shall instead be payable to
the Person in whose name such Note is registered on the Special Record Date or other
specified date determined in accordance with the Original Indenture. 



        If
any Interest Payment Date or Maturity falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on the date
such payment was due and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Maturity, as the case may be. 



        The
Notes will mature on January 15, 2015. 



        Section
2.4   Limitations on Incurrence of Indebtedness. 





         (a)       
          The Issuer will not, and will not permit any Subsidiary to, incur any
          Indebtedness, other than Intercompany Indebtedness, if, immediately after giving
          effect to the incurrence of such additional Indebtedness and the application of
          the proceeds thereof, the aggregate principal amount of all outstanding
          Indebtedness of the Issuer and its Subsidiaries on a consolidated basis
          determined in accordance with GAAP is greater than 60% of the sum of (without
          duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the
          end of the calendar quarter covered in the Issuer’s Annual Report on Form
          10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed
          with the Commission (or, if such filing is not permitted under the Exchange Act,
          with the Trustee) prior to the incurrence of such additional Indebtedness and
          (ii) the purchase price of any assets included in the definition of Total Assets
          acquired, and the amount of any securities offering proceeds received (to the
          extent such proceeds were not used to acquire items included in the definition
          of Total Assets or used to reduce indebtedness), by the Issuer or any Subsidiary
          since the end of such calendar quarter, including those proceeds obtained in
          connection with the incurrence of such additional Indebtedness. 




6







         (b)       
          In addition to the limitation set forth in subsection (a) of this Section 2.4,
          the Issuer will not, and will not permit any Subsidiary to, incur any
          Indebtedness if the ratio of Consolidated Income Available for Debt Service to
          the Annual Service Charge for the four consecutive fiscal quarters most recently
          ended prior to the date on which such additional Indebtedness is to be incurred
          shall have been less than 1.5:1, on a pro forma basis after giving effect
          thereto and to the application of the proceeds therefrom, and calculated on the
          assumption that (i) such Indebtedness and any other Indebtedness incurred by the
          Issuer and its Subsidiaries since the first day of such four-quarter period and
          the application of the proceeds therefrom, including to refinance other
          Indebtedness, had occurred at the beginning of such period; (ii) the repayment
          or retirement of any other Indebtedness by the Issuer and its Subsidiaries since
          the first day of such four-quarter period had been repaid or retired at the
          beginning of such period (except that, in making such computation, the amount of
          Indebtedness under any revolving credit facility shall be computed based upon
          the average daily balance of such Indebtedness during such period); (iii) in the
          case of Acquired Indebtedness or Indebtedness incurred in connection with any
          acquisition since the first day of such four-quarter period, the related
          acquisition had occurred as of the first day of such period with the appropriate
          adjustments with respect to such acquisition being included in such pro
          forma calculation; and (iv) in the case of any acquisition or disposition by
          the Issuer or its Subsidiaries of any asset or group of assets since the first
          day of such four-quarter period, whether by merger, stock purchase or sale, or
          asset purchase or sale, such acquisition or disposition or any related repayment
          of Indebtedness had occurred as of the first day of such period with the
          appropriate adjustments with respect to such acquisition or disposition being
          included in such pro forma calculation. 



         (c)       
          In addition to the limitations set forth in subsections (a) and (b) of this
          Section 2.4, the Issuer will not, and will not permit any Subsidiary to, incur
          any Indebtedness secured by any Encumbrance upon any of the property of the
          Issuer or any Subsidiary, whether owned at the date of the Indenture or
          thereafter acquired, if, immediately after giving effect to the incurrence of
          such additional Indebtedness secured by an Encumbrance and the application of
          the proceeds thereof, the aggregate principal amount of all outstanding
          Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is
          secured by any Encumbrance on property of the Issuer or any Subsidiary is
          greater than 40% of the sum of (without duplication) (i) the Total Assets of the
          Issuer and its Subsidiaries as of the end of the calendar quarter covered in the
          Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
          the case may be, most recently filed with the Commission (or, if such filing is
          not permitted under the Exchange Act, with the Trustee) prior to the incurrence
          of such additional Indebtedness and (ii) the purchase price of any assets
          included in the definition of Total Assets acquired, and the amount of any
          securities offering proceeds received (to the extent such proceeds were not used
          to acquire items included in the definition of Total Assets or used to reduce
          Indebtedness), by the Issuer or any Subsidiary since the end of such calendar
          quarter, including those proceeds obtained in connection with the incurrence of
          such additional Indebtedness. 




7







         (d)       
          The Issuer and its Subsidiaries may not at any time own Total Unencumbered
          Assets equal to less than 150% of the aggregate outstanding principal amount of
          the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated
          basis. 



         (e)       
          For purposes of this Section 2.4, Indebtedness shall be deemed to be
          “incurred” by the Issuer or a Subsidiary whenever the Issuer or such
          Subsidiary shall create, assume, guarantee or otherwise become liable in respect
          thereof. 



        Section
2.5   Redemption. 





        The
Notes may be redeemed at any time and from time to time at the option of the Issuer, in
whole or in part, at a redemption price equal to the sum of (i) the principal amount of
the Notes 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 Notes
(the “Redemption Price”). 



      Section
2.6   Places of Payment.



        The
Places of Payment where the Notes may be presented or surrendered for payment, where the
Notes may be surrendered for registration of transfer or exchange and where notices and
demands to and upon the Issuer in respect of the Notes and the Original Indenture may be
served shall be in Wilmington, Delaware, and the office or agency for such purpose shall
initially be located at the Corporate Trust Office. 



      Section
2.7 Method of Payment.



        Payment
of the principal of and interest on the Notes will be made at the office or agency of the
Issuer maintained for that purpose in Wilmington, Delaware (which shall initially be an
office or agency of the Trustee), 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
maintained by the Person entitled thereto located within the United States. 




8







        Section
2.8   Currency. 





        Principal
and interest on the Notes shall be payable in Dollars. 



        Section
2.9   Registered Securities; Global Form. 





        The
Notes shall be issuable and transferable in fully registered form as Registered
Securities, without coupons. The Notes shall each be issued in the form of one or more
permanent global Securities. The depository for the Notes shall be The Depository Trust
Company (“DTC”). The Notes shall not be issuable in definitive form
except as provided in Section 305 of the Original Indenture. 



        Section
2.10   Form of Notes.





        The
Notes shall be substantially in the form attached as Exhibit A hereto. 



        Section
2.11   Registrar and Paying Agent. 





        The
Trustee shall initially serve as Security Registrar and Paying Agent for the Notes. 



        Section
2.12   Defeasance. 





        The
provisions of Sections 1402 and 1403 of the Original Indenture, together with the other
provisions of Article Fourteen of the Original Indenture, shall be applicable to the
Notes. The provisions of Section 1403 of the Original Indenture shall apply to the
covenants set forth in Sections 2.4 and 2.15 of this Supplemental Indenture and to those
covenants specified in Section 1403 of the Original Indenture. 



        Section
2.13   Events of Default. 





        The
provisions of clause (5) of Section 501 of the Original Indenture as applicable with
respect to the Notes shall be deemed to be amended and restated in their entirety to read
as follows: 



         (5)       
          default under any bond, debenture, note, mortgage, indenture or instrument under
          which there may be issued or by which there may be secured or evidenced any
          indebtedness (other than non-recourse indebtedness) for money borrowed by the
          Issuer (or by any Subsidiary, the repayment of which the Issuer has guaranteed
          or for which the Issuer is directly responsible or liable as obligor or
          guarantor), having an aggregate principal amount outstanding of at least
          $10,000,000, whether such recourse indebtedness now exists or shall hereafter be
          created, which default shall have resulted in such indebtedness becoming or
          being declared due and payable prior to the date on which it would otherwise
          have become due and payable, without such indebtedness having been discharged,
          or such acceleration having been rescinded or annulled, within a period of 10
          days after there shall have been given written notice, by registered or
          certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by
          the Holders of at least a majority in principal amount of the Outstanding
          Securities of that series specifying such default and requiring the Issuer to
          cause such indebtedness to be discharged or cause such acceleration to be
          rescinded or annulled and stating that such notice is a “Notice of
          Default” hereunder; or 




9







        Section
2.14   Acceleration of Maturity; Rescission and Annulment. 





        The
provisions of the first paragraph of Section 502 of the Original Indenture as applicable
with respect to the Notes shall be deemed to be amended and restated in their entirety to
read as follows: 



        If
an Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less
than a majority in principal amount of the Outstanding Securities of that series may
declare the principal (or, if any Securities are Original Issue Discount Securities or
Indexed Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities of that series to be due and payable immediately, by a
notice in writing to the Issuer (and to the Trustee if given by the Holders), and upon any
such declaration such principal or specified portion thereof shall become immediately due
and payable. If an Event of Default with respect to the Securities of any series set forth
in Section 501(6) or (7) of the Original Indenture occurs and is continuing, then in every
such case all the Securities of that series shall become immediately due and payable,
without notice to the Issuer, at the principal amount thereof (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the principal as
may be specified in the terms thereof) plus accrued interest to the date the Securities of
that series are paid plus the Make-Whole Premium, if any, on the Securities of that
series. 



        Section
2.15   Provision of Financial Information. 





        Whether
or not the Issuer is subject to Section 13 or 15(d) of the Exchange Act, the Issuer shall,
to the extent permitted under the Exchange Act, file with the Commission the annual
reports, quarterly reports and other documents which the Issuer would have been required
to file with the Commission pursuant to such Section 13 or 15(d) if the Issuer were so
subject, such documents to be filed with the Commission on or prior to the respective
dates (the “Required Filing Dates”) by which the Issuer would have been required
so to file such documents if the Issuer were so subject. 



        The
Issuer shall also in any event (x) within 15 days of each Required Filing Date (i) if the
Issuer is not then subject to Section 13 or 15(d) of the Exchange Act, transmit by mail to
all Holders, as their names and addresses appear in the Security Register, without cost to
such Holders, copies of the annual reports and quarterly reports which the Issuer would
have been required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Issuer were subject to such Sections, and (ii) file with the Trustee
copies of annual reports, quarterly reports and other documents which the Issuer would
have been required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Issuer were subject to such Sections and (y) if filing such documents
by the Issuer with the Commission is not permitted under the Exchange Act, promptly upon
written request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder. 




10







        Section
2.16   Waiver of Certain Covenants. 





        Notwithstanding
the provisions of Section 1010 of the Original Indenture, the Issuer may omit in any
particular instance to comply with any term, provision or condition set forth in the
Original Indenture and in this Supplemental Indenture and with any other term, provision
or condition with respect to the Notes (except any such term, provision or condition which
could not be amended without the consent of all Holders of the Notes), if before or after
the time for such compliance the Holders of at least a majority in principal amount of all
Outstanding Notes by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition. Except to the extent so
expressly waived, and until such waiver shall become effective, the obligations of the
Issuer and the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect. 



        Section
2.17   No Guaranty by the Corporation. 





        The
Guarantee set forth in Article Sixteen of the Original Indenture shall not be in effect
with respect to the Notes. 



ARTICLE THREE 



MISCELLANEOUS
PROVISIONS 



        Section
3.1.   Ratification of Original Indenture. 





        Except
as expressly modified or amended hereby, the Original Indenture continues in full force
and effect and is in all respects confirmed and preserved. 



        Section
3.2.   Governing Law. 



        This
Supplemental Indenture and each Note shall be governed by and construed in accordance with
the laws of the State of New York. This Supplemental Indenture is subject to the
provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent
applicable, be governed by such provisions. 




11







        Section
3.3.   Counterparts. 



        This
Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. 



        Section
3.4.   Certain Rights of Trustee. 





        Except
as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture. This Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Original Indenture with
the same force and effect as if those terms and conditions were repeated at length herein
and made applicable to the Trustee with respect hereto. 



        Section
3.5.   Trustee Not Responsible. 



        The
Trustee shall not be responsible in any manner for or in respect of the validity or
sufficiency of this Supplemental Indenture. 



         [REMAINDER
OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]





12










        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year
first written above. 




			MACK-CALI REALTY, L.P.



By:  Mack-Cali Realty Corporation, its
        General Partner






			



By:  /s/ Barry Lefkowitz
——————————————

       Name:  Barry Lefkowitz
       Title:    Executive Vice President
                    & Chief Financial Officer







Attest: 

/s/ Roger W. Thomas
Name:  Roger W. Thomas

Title:    Executive Vice President
             & General Counsel




			WILMINGTON TRUST COMPANY,
   as Trustee


By:  /s/ James D. Nesci
——————————————

Name:  James D. Nesci
Title:    Authorized Signatory




















         Exhibit
A to Supplemental Indenture



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.  ________	 	 	 	PRINCIPAL AMOUNT	 
	CUSIP No.:  __________	 	 	 	$____________	 







MACK-CALI REALTY, L.P. 



5.125% NOTE DUE 2015 



        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 __________ DOLLARS on January 15, 2015, and to pay
interest on the outstanding principal amount thereon from January 25, 2005, 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, 2005, at the rate of 5.125% 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 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. 




A-1







        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, and as further supplemented by
Supplemental Indenture No. 10, dated as of January 25, 2005 (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. 10 referred to above, limited in aggregate
principal amount to $150,000,000, except as the aggregate principal amount may be
increased pursuant to Section 2.2 of Supplemental Indenture No. 10 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 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. 




A-2







        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. 



        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. 





A-3








        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. 




A-4







        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]





A-5








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



Dated: January 25, 2005 




			MACK-CALI REALTY, L.P.



By:  Mack-Cali Realty Corporation, its








			



By:
——————————————

Name:
Title:









Attest: 

_________________________
Name:
Title:








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:
——————————————

Authorized Signatory












A-6










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 








A-7