Exhibit 10.55





Exhibit 10.55 




October 5, 2004 



Mr. Kenneth ParentChief

Operating OfficerThe 
Mills Corporation
1300 Wilson Boulevard
Suite 400
Arlington, VA
22209 



 



Dear Ken: 



This letter shall serve to
acknowledge and confirm our understanding and agreement regarding certain issues that have
arisen between the partners in connection with the signing today of the Ground Lease with
the New Jersey Sports and Exposition Authority and the draft First Amendment to the
Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership.
Specifically, we agree to the following, notwithstanding any provisions to the contrary in
the Limited Partnership Agreement or the draft Amendment thereto: 



     1.    
          With respect to distributions of the unwind payments from the NJSEA and any
          other moneys received after the unwind, the distributions shall be made in the
          following order of priority: 



             a.       
          First to Mack-Cali Meadowlands Entertainment L.L.C. (“Mack-Cali”) of
          an amount equal to $6,700,000, to equalize the $26,800,000 payment made for the
          Empire Tract; 



             b.       
          Next to the partners, 80% to Meadowlands Mills Limited Partnership
          (“Mills”) and 20% to Mack-Cali, until Mack-Cali’s invested
          capital is reduced to $7,000,000 (hereinafter referred to as “M-C’s
          Invested Capital”); 



             c.       
          Next to Mills to return the balance of the $160,000,000 not theretofore returned
          to Mills; and 



             d.       
          Thereafter 80% to Mills and 20% to Mack-Cali until all unrecovered capital is
          returned. 



     2.    
          With respect to decisions to be made concerning the unwinding of the transaction
          with the NJSEA, the parties agree that they will cooperate and seek to reach a
          mutual decision whether to continue to pursue the transaction or to unwind. If
          there is an involuntary unwind due to injunctive or other relief, beyond all
          reasonable legal remedies that the Partnership can pursue, then the transaction
          will be unwound and any cash proceeds or other assets will be distributed
          according to paragraph 1 above. If the transaction is otherwise unwound over the
          objections of Mack-Cali then any cash or other assets will be distributed
          according to paragraph 1 above and Mills will either (i) pay to Mack-Cali the
          M-C Invested Capital, or (ii) assign over to Mack-Cali all of Mill’s right,
          title and interest in and to the project. 










     3.    
          The parties agree that they will cooperate to complete in an expeditious manner
          the draft First Amendment to the Partnership Agreement incorporating these
          agreements and such other matters agreed to by the parties. 



Please acknowledge your agreement to
the foregoing by signing the enclosed counterpart of this letter where indicated below and
returning such counterpart to my attention. 







			Sincerely,

MACK-CALI REALTY CORPORATION



By:  /s/ Mitchell E. Hersh
——————————————

        Mitchell E. Hersh
        President and Chief Executive Officer









Agreement acknowledged this ____ day
of  October, 2004 



THE MILLS CORPORATION  



By:  
/s/ Kenneth Parent
——————————————
        Kenneth Parent
        Chief Operating Officer