Exhibit 4.2


 




 





MACK-CALI REALTY, L.P.,


 


Issuer


 


to


 


WILMINGTON TRUST COMPANY,


 


Trustee


 






 


Supplemental Indenture No. 14


 


Dated as of August 14, 2009


 






 


$250,000,000


of


7.750% Notes due 2019




 





 

















 


SUPPLEMENTAL INDENTURE
NO. 14 dated as of August 14, 2009 (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. 333-155696)
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,


 


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(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.


 


“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


 


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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).


 


“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 0.50% (five 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.


 


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“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 “7.750% Notes due 2019” (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


 


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$250,000,000, and (ii) the
Issuer shall not execute and the Trustee shall not authenticate or deliver
Notes in excess of such aggregate principal amount.


 


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 7.750% per annum from August 14, 2009 or from
the immediately preceding Interest Payment Date to which interest has been paid
or duly provided for, payable semi-annually in arrears on February 15 and August 15
of each year, commencing on February 15, 2010 (each, an “Interest
Payment Date”), to the Person in whose name such Note is registered at the
close of business on February 1 or August 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 August 15, 2019.


 


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


 


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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.


 


(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


 


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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.


 


(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


 


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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.


 


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


 


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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


 


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


 


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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.


 


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


 


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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.


 


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.


 


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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 and

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Roger W. Thomas

  	
   

  	
   

  
	
  Name:

  	
  Roger W. Thomas

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice
  President,

  	
   

  	
   

  
	
   

  	
  General Counsel and
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael G. Oller,
  Jr.

  
	
   

  	
   

  	
  Name:  Michael G. Oller, Jr.

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  



 


1

















 


Exhibit A


 


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 AP 1

  	
   

  	
   

  



$250,000,000


 


MACK-CALI REALTY,
L.P.


 


7.750% NOTE DUE
2019


 


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 TWO HUNDRED FIFTY MILLION
DOLLARS on August 15, 2019, and to pay interest on the outstanding
principal amount thereon from August 14, 2009, or from the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on February 15 and August 15
in each year, commencing February 15, 2010, at the rate of 7.750%  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 February 1 or August 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


 


2

















 


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, 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, as further supplemented by Supplemental Indenture No. 13
dated as of January 24, 2006, and as further supplemented by Supplemental
Indenture No. 14 dated as of August 14, 2009 (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. 14 referred to above,
limited in aggregate principal amount to $250,000,000, except as the aggregate
principal amount may be increased pursuant to Section 2.2 of Supplemental
Indenture No. 14 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 


 


3

















 


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.


 


4

















 


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 minimum denominations of
$2,000 and integral multiples of $1,000 in excess 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.


 


5

















 


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]


 


6

















 


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


 


	
  Dated:  August 14, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MACK-CALI REALTY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali
  Realty Corporation, its

  
	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry
  Lefkowitz

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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.


 


 


	
  Dated:  August 14, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


7

















 


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