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.
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Registered No. 1
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PRINCIPAL AMOUNT
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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
1
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 notic
