Exhibit 4.2


 




 





 


MACK-CALI REALTY, L.P.,


 


Issuer


 


to


 


WILMINGTON TRUST COMPANY,


 


Trustee


 


 










 


Supplemental Indenture No. 12


 


Dated as of November 30, 2005


 










 


 


$100,000,000


of


5.80% Notes due 2016


 




 





 





















 


SUPPLEMENTAL
INDENTURE NO. 12 dated as of November 30, 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, 


 


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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 0.25% (twenty-five one hundredths 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 “5.80% Notes due 2016” (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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$100,000,000, 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 5.80% per annum from November 30,
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, 2006 (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, 2016.


 


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 &

  Chief Financial Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  /s/ ROGER W.
  THOMAS

  	
   

  	
   

  
	
  Name:

  	
  Roger W. Thomas

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PATRICIA
  ORELLANA

  	
   

  
	
   

  	
   

  	
   Name:
  Patricia Orellana

  
	
   

  	
   

  	
   Title:
  Authorized Signer