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 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 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 


 


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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 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 


 


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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.


 


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 


 


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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.


 


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.


 


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


 


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


 


[REMAINDER
OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]


 


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


 


Dated:  August 14, 2009


 


 


	
   

  	
   

  	
  MACK-CALI REALTY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Mack-Cali
  Realty Corporation, its

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Barry Lefkowitz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Barry
  Lefkowitz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  /s/
  Roger W. Thomas

  	
   

  
	
  Name:

  	
  Roger W. Thomas

  	
   

  
	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
  General
  Counsel and Secretary

  	
   

  
	
   

  	
   

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION:


 


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


 


Dated:  August 14, 2009


 


 


	
   

  	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael G. Oller,
  Jr.

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


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ASSIGNMENT FORM


 


FOR VALUE
RECEIVED, the undersigned hereby


sells, assigns and
transfers unto


 


PLEASE INSERT
SOCIAL


SECURITY OR OTHER
IDENTIFYING


NUMBER OF ASSIGNEE


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



(Please Print or
Typewrite Name and Address including


Zip Code of
Assignee)


 


	
   

  	
   

  	
   

  



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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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


 


	
   

  	
   

  	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  
					



 


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