Exhibit 10.102 ___________________________________________ CERTIFICATE OF DESIGNATION OF CONTINGENT NON-PARTICIPATING COMMON OPERATING PARTNERSHIP UNITS OF LIMITED PARTNERSHIP INTEREST OF MACK-CALI REALTY, L.P. ____________________________________________ Contingent Non-Participating Common Units A series of 2,006,432 Contingent Non-Participating Operating Partnership Units of Limited Partnership Interests, par value $0.001 per unit, of Mack-Cali Realty, L.P. (the "Company") shall be created and be designated "Contingent Non-Participating Common Units" having the following rights and preferences: DESIGNATION OF CONTINGENT NON-PARTICIPATING COMMON UNITS. The rights, preferences, powers, privileges and restrictions, qualifications and limitations granted to or imposed upon the Contingent Non-Participating Common Units (referred to hereinafter sometimes as the "Designations") shall be as set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Company Partnership Agreement, dated as of August 31, 1994, as amended as of January 16, 1997 and as of December 11, 1997 (the "Partnership Agreement"). The Partnership Agreement is on file at the principal place of business of the Company and copies will be made available on request and without cost to any unit holder of the Company so requesting. 1. Stated Value. The stated value of the Contingent Non-Participating Common Units shall be zero. 2. Distributions. The Contingent Non-Participating Common Units shall not receive any distributions from the Company; provided, however, that upon conversion of Contingent Non-Participating Common Units into Common Units (as defined below) as set forth herein, on the date immediately following the Conversion Date (as defined below) that a distribution is declared and paid on Common Units (the "Initial Distribution"), holders of Common Units received pursuant to the conversion of Contingent Non-Participating Common Units shall be entitled to receive the Initial Distribution on a pro rata basis based upon the number of days during that calendar quarter preceding the date of the Initial Distribution that the Conversion Date occurred. 3. Liquidation. The Contingent Non-Participating Common Units shall have no preference as to assets over any class of Common Units or class of preferred units of the Company in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company. 4. Conversion of Contingent Non-Participating Common Units. (i) At any time during the period commencing on the date hereof and ending on the two year anniversary of the date hereof (or, in the event the Extension Option (as defined in the Agreement (as defined below)) is exercised, the four year anniversary of the date hereof) each Contingent Non-Participating Common Unit shall be automatically and immediately converted into fully paid and nonassessable common units of limited partner interests of the Company ("Common Units") upon the completion and satisfaction of the terms and conditions specified and set forth in the Contribution and Exchange Agreement, dated as of September 18, 1997, as amended by the First Amendment, dated as of the date hereof (as amended, the "Agreement") by and among the MK Contributors (as defined therein), the MK Entities (as defined therein), the Patriot Contributors (as defined therein), the Patriot Entities (as defined therein), Patriot American Management and Leasing Corp., the Company and Cali Realty Corporation, a Maryland Corporation (with such date being referred to as the "Conversion Date"). (ii) Mechanics of Conversion. As promptly as practicable after the conversion of the Contingent Non-Participating Common Units pursuant to the terms hereof, the Company shall issue and shall deliver to the holders of the Contingent Non-Participating Common Units subject to the conversion (i) a certificate representing the number of Common Units to which the Contingent Non-Participating Common Units were converted in accordance with the terms hereof and (ii) if less than all outstanding Contingent Non-Participating Common Units were so converted, upon submission to the Company of the certificate or certificates representing the Contingent Non-Participating Common Units held by such holder immediately prior to the conversion, a new certificate evidencing the Contingent Non-Participating Common Units held by such holder immediately following the conversion (until such time as such certificate or certificates are submitted to the Company, the certificate or certificates representing the Contingent Non-Participating Common Units held by a holder immediately prior to the conversion shall be deemed to represent the number of Contingent Non-Participating Common Units held by such holder immediately following the conversion). Common Units received pursuant to conversion shall be deemed to have been issued and the holder or any other person so designated shall be deemed for all purposes (other than with respect to the Initial Distribution) to have become a holder of record of such Common Units as of the date hereof. (iii) Reservation of Common Units Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Common Units, solely for 2 the purpose of effecting the conversion of the Contingent Non-Participating Common Units, such number of its Common Units as shall from time to time be sufficient to effect the conversion of all then outstanding Contingent Non-Participating Common Unit and if at any time the number of authorized but unissued Common Units shall not be sufficient to effect the conversion of all then outstanding Contingent Non-Participating Common Units, the Company will take such action as may be necessary to increase its authorized but unissued Common Units to such number as shall be sufficient for such purpose. D. Status of Converted Units. In the event any Contingent Non-Participating Common Units shall be converted as contemplated by this Certificate of Designation, the units so converted shall be canceled, and shall not be issuable by the Company as Contingent Non-Participating Common Units. 5. No Reissuance. Any Contingent Non-Participating Common Unit exchanged, redeemed, purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. 6. Voting Rights. Contingent Non-Participating Common Units shall have no voting rights with respect to any matter relating to the Company regardless of whether any such matter is required or permitted to be submitted to the holders of Common Units for their approval. 7. Rank and Limitations of Contingent Non-Participating Common Units. All units of Contingent Non-Participating Common Units shall rank equally with each other unit of Contingent Non-Participating Common Units and shall be identical in all respects. December 11, 1997 MACK-CALI REALTY, L.P. By: Mack-Cali Realty Corporation, its General Partner By: ---------------------------------- Name: Title: 3