Exhibit 4.3






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 AK2	 	 	 	$150,000,000	 





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 ONE HUNDRED FIFTY MILLION 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. 










        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. 



        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. 




2







        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. 







        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. 




3







        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. 



        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] 





4











        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
        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






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 D. Nesci
——————————————

       James D. Nesci
       Authorized Signatory


















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