SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




 Date of Report (Date of earliest event reported)   January 29, 1999
                                                                     


                         Forest City Enterprises, Inc.
             (Exact name of registrant as specified in its charter)


          Ohio                      1-4372                   34-0863886    
(State or other jurisdiction     (Commission              (IRS Employer
    of incorporation)             File Number)             Identification No.)


1100 Terminal Tower, 50 Public Square     Cleveland, Ohio             44113
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code               216-621-6060



         (Former name or former address, if changed since last report.)


<PAGE>


Item 5.  Other Events.


This Form 8-K is being filed to submit the following:

Exhibit  20.1 - 
Third  Amendment  to Credit  Agreement,  dated as of January 29,
1999, by and among Forest City Rental  Properties  Corporation,  the banks named
therein,  KeyBank National  Association,  as administrative  agent, and National
City Bank, as syndication agent.

Exhibit  20.2 - 
Third  Amendment  to Guaranty  of Payment of Debt,  dated as of
January 29, 1999, by and among Forest City  Enterprises,  Inc.,  the banks named
therein,  KeyBank National  Association,  as administrative  agent, and National
City Bank, as syndication agent.

Exhibit 20.3 -  Subordination  Agreement,  dated as of January 29, 1999, by and
among Forest City Enterprises, Inc., St. Paul Fire and Marine Insurance Company,
St. Paul  Mercury  Insurance  Company,  St.  Paul  Guardian  Insurance  Company,
Seaboard  Surety  Company,  Economy  Fire &  Casualty  Company,  Asset  Guaranty
Insurance Company,  KeyBank National  Association,  as administrative agent, and
National City Bank, as syndication agent.






                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                  Forest City Enterprises, Inc.
                                                          (Registrant)



Date     February 11, 1999       By  /S/  Thomas G. Smith   
                                          Thomas G. Smith, Senior Vice President
                                             and Chief Financial Officer

<PAGE>
                                                              EXHIBIT 20.1
                       THIRD AMENDMENT TO CREDIT AGREEMENT

     This THIRD  AMENDMENT  TO CREDIT  AGREEMENT  is made and entered into as of
this  29th day of  January,  1999 by and among  FOREST  CITY  RENTAL  PROPERTIES
CORPORATION, an Ohio corporation (the "Borrower"), KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent (the "Agent"),  NATIONAL CITY BANK, as Syndication Agent
(the  "Syndication  Agent" and,  together with the Agent,  the "Agents") and the
banks from time to time party hereto (collectively, the "Banks" and individually
a "Bank"). Capitalized terms not otherwise defined herein shall have the meaning
attributed to them in the Credit Agreement, as hereinafter defined.

                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, other than U.S. Bank National Association
(the "Original  Banks"),  and the Agents have previously  entered into a certain
Credit   Agreement  dated  as  of  December 10,   1997,  (the  "Original  Credit
Agreement")  and the  Borrower,  the Banks and the Agents  have also  previously
entered into a First Amendment to Credit Agreement dated as of January 20,  1998
(the "First  Amendment") and a Second  Amendment to Credit Agreement dated as of
March 6, 1998 (the "Second Amendment";  the Original Credit Agreement as amended
by the First Amendment and the Second  Amendment being referred to herein as the
"Credit Agreement"); and

     WHEREAS,  in connection  with the Original  Credit  Agreement,  Forest City
Enterprises,  Inc. (the  "Parent")  made and entered into a certain  Guaranty of
Payment of Debt in favor of the Original Banks,  dated as of  December 10,  1997
(the "Original  Guaranty") and in connection with the First  Amendment,  entered
into a First  Amendment to Guaranty of Payment of Debt in favor of the Banks and
the Agents, dated as of January 20, 1998 (the "First Amendment to Guaranty") and
in  connection  with the Second  Amendment,  entered into a Second  Amendment to
Guaranty  of Payment  of Debt in favor of the Banks and the  Agents  dated as of
March 6,  1998 (the "Second  Amendment to  Guaranty";  the Original  Guaranty as
amended by the First Amendment to Guaranty and the Second  Amendment to Guaranty
being referred to herein as the "Guaranty"); and

     WHEREAS,  the Borrower and the Parent have requested that the Banks and the
Agents agree to certain  amendments to the Credit Agreement and to the Guaranty,
relating to certain  surety bonds  proposed to be obtained by the Parent,  which
indebtedness is not permitted by the terms of the Guaranty; and

     WHEREAS, the Banks and the Agents are willing to amend the Credit Agreement
and the Guaranty, on the respective terms and conditions set forth herein and in
the Third  Amendment  to Guaranty of Payment of Debt (the  "Third  Amendment  to
Guaranty") of even date  herewith,  respectively,  and such terms and conditions
are agreeable to the Borrower and to the Parent; and

     WHEREAS,  the  Borrower,  the Banks,  and the Agent  desire to make certain
further  amendments  to the Credit  Agreement,  all on the terms and  conditions
herein set forth, which further amendments are acceptable to the Parent.

<PAGE>
     NOW, THEREFORE, it is mutually agreed as follows:

     1. AMENDMENT TO ARTICLE I OF THE CREDIT AGREEMENT.

     (a)  Amendment of  Definition  of "Funded  Indebtedness".  Article I of the
Credit  Agreement  is hereby  amended  by  deleting  the  definition  of "Funded
Indebtedness"  contained therein and replacing it with the following  definition
of "Funded Indebtedness":

     "Funded   Indebtedness"  means  indebtedness   (including  any  renewal  or
extension in whole or in part, but excluding indebtedness for borrowed money)
that  matures or remains  unpaid more than twelve (12) months  after the date on
which such indebtedness was originally incurred.

     (b)  Addition of  Definition  of  "Indemnity  Agreement".  Article I of the
Credit  Agreement  hereby amended by adding thereto the following  definition of
"Indemnity Agreement":

          "Indemnity  Agreement"  shall  mean  collectively,  (i)  that  certain
     General Indemnity Agreement dated as of November 6, 1998 by and between the
     Parent and the Surety (other than Asset  Guaranty  Insurance  Company),  as
     amended by the St. Paul Surety  Amendment  to General  Indemnity  Agreement
     dated as of  November  6,  1998 and (ii)  that  certain  General  Indemnity
     Agreement  dated as of December 3, 1998 by and between the Parent and Asset
     Guaranty  Insurance  Company,  as amended by the Asset  Guaranty  Insurance
     Company  Amendment to General  Indemnity  Agreement dated as of December 3,
     1998 and as each such Indemnity Agreement may be further amended,  restated
     or otherwise modified.

     (c) Addition of Definition of "Surety".  Article I of the Credit  Agreement
is hereby amended by adding thereto the following definition of "Surety":

          "Surety"  means,  collectively,  St.  Paul Fire and  Marine  Insurance
     Company,  St. Paul Mercury Insurance  Company,  St. Paul Guardian Insurance
     Company, Seaboard Surety Company, Economy Fire & Casualty Company and Asset
     Guaranty Insurance Company.

     (d)  Addition  of  Definition  of "Surety  Bonds".  Article I of the Credit
Agreement  is hereby  amended by adding  thereto  the  following  definition  of
"Surety Bonds":

          "Surety   Bonds"  means  the  bonds,   undertakings   and  other  like
     obligations  executed  by Surety  for the Parent  subject to the  Indemnity
     Agreement and the Subordination Agreement.

     (e) Addition of Definition of "Subordination  Agreement".  Article I of the
Credit Agreement is hereby amended by adding thereto the following definition of
"Subordination Agreement":

          "Subordination  Agreement" means that certain Subordination  Agreement
     dated as of January 29, 1999  executed and delivered by the Surety in favor
     of the Agents and the Banks, as such Subordination Agreement may, from time
     to time, be amended, restated or otherwise modified.
<PAGE>

     2. AMENDMENT TO SECTION 3.06 OF THE CREDIT AGREEMENT.

     (a) Amendment to Section  3.06(a).  Section 3.06(a) of the Credit Agreement
shall  be  amended  by  deleting  the  first  sentence   contained  therein  and
substituting therefor the following sentence:

     The Banks agree to make available to the Borrower letters of credit, issued
by the Agent,  pursuant to their respective  Revolving Loan Commitments up to an
aggregate amount at any one time outstanding of $30,000,000  minus the aggregate
principal  amount of all then  outstanding  Surety Bonds issued by the Surety on
behalf of the Parent pursuant to the Indemnity Agreement.

     (b) Amendment to Section  3.06(f).  Section 3.06(f) of the Credit Agreement
shall  be  amended  by  deleting  the  first  sentence   contained  therein  and
substituting therefor the following sentence:

     The  delivery  of  each  Letter  of  Credit   Request  shall  be  deemed  a
representation  and  warranty  by the  Borrower  that  such  letter of credit as
requested in such Letter of Credit Request may be issued in accordance  with and
will not violate  the  requirements  of this  Section  3.06 and shall  include a
representation  and warranty as to the  aggregate  principal  amount of all then
outstanding Surety Bonds.

     3. AMENDMENT TO SECTION 7.05 OF THE CREDIT AGREEMENT.

     (a) Amendment to  Section 7.05(a).  Section 7.05(a) of the Credit Agreement
shall be  amended  by adding  after  the  phrase  "forty-five  (45)  days,"  the
following parenthetical :

     (or fifty (50) days so long as the Parent shall not have  reported an Event
of Default under the Guaranty to the Securities and Exchange  Commission  during
such  fiscal  period  nor on its most  recent  filing  with the  Securities  and
Exchange Commission).

     (b) Amendment to  Section 7.05(b).  Section 7.05(b) of the Credit Agreement
shall be amended by adding after the phrase  "ninety  (90) days," the  following
parenthetical :

     (or ninety-five  (95) days so long as the Parent shall not have reported an
Event of Default under the Guaranty to the  Securities  and Exchange  Commission
during such fiscal period nor on its most recent filing with the  Securities and
Exchange Commission).

     4. ADDITION OF  SECTION 7.19  TO THE CREDIT  AGREEMENT.  Article VII of the
Credit  Agreement  shall be amended  by adding a new  Section 7.19  as  follows:
        SECTION 7.19.  YEAR 2000 COMPLIANCE  EFFORTS.  The Borrower will, and 
will cause each  Subsidiary  to, take all  reasonable  actions to ensure that 
its  computerbased systems are able to effectively process data, including dates
on and afterJanuary 1,  2000 and to avoid  serious  disruption to its business 
or operations and will notify the Agent of any  material  risk of its  inability
to so process data and avoid serious  disruption which could have a Material 
Adverse Effect on such Person.

<PAGE>
     5. AMENDMENT TO SECTION 8.04 OF THE CREDIT  AGREEMENT. 
 Section 8.04 of the Credit Agreement shall be amended by deleting the word "or"
immediately  before subsection (c),  adding the word "or" at the end of
subsection (c)  and adding a new  subsection (d)  as follows:

     (d) indebtedness under any interest rate swap agreement,  interest rate cap
agreement,  interest  rate  collar  agreement  or  other  similar  agreement  or
arrangement  provided  by one or both of the  Agents  and  offered on a Pro rata
basis to the Banks and  designed to hedge the  position  of the  Borrower or any
Subsidiary  with respect to interest rates,  relating to indebtedness  otherwise
permitted  under this  Section 8.04. 

 6. ADDITION OF SECTION 8.15 TO THE CREDIT AGREEMENT. Article VIII of the Credit
Agreement shall be amended by adding a new Section 8.15 as follows:

     SECTION 8.15.  CROSS  COLLATERALIZATION  AND CROSS  DEFAULTS.  The Borrower
shall not and shall not permit any Subsidiary to  (a) cross-default  or agree to
cross-default any indebtedness  permitted under this Agreement to this Agreement
or the Debt incurred  hereunder;  (b) agree to any of the financial covenants of
Borrower  contained  herein under any other  indebtedness  permitted  under this
Agreement which would effectuate a cross-default with this Agreement or the Debt
incurred hereunder; or (c) cross-collateralize,  or agree to cross-collateralize
indebtedness owing to any one lender under one or more different loan agreements
or arrangements,  provided, that the cross-defaulted and/or cross-collateralized
indebtedness set forth on Schedule 8.15 attached hereto shall be permitted.

     Notwithstanding  the  foregoing  clauses  of this  Section  8.15,  (i) with
respect to construction projects which are constructed in multiple phases and/or
stabilized  properties,  Borrower  and any  Subsidiary  shall  be  permitted  to
cross-default and/or  cross-collateralize  any indebtedness permitted under this
Agreement,   but  only  if  the   phases  to  be   cross-collateralized   and/or
cross-defaulted  consist of a single identifiable project; and (ii) in the event
of a completion guaranty of a construction loan, the Borrower and any Subsidiary
shall be permitted to (a)  cross-default  any indebtedness  permitted under this
Agreement with this Agreement or the Debt created  hereunder or (b) agree to any
of the  financial  covenants  of the Borrower  contained  herein under any other
indebtedness  permitted under this Agreement  which  effectuates a cross-default
with this Agreement or the Debt incurred hereunder; provided that the completion
guaranty and any other relevant  documents  relating to such  construction  loan
provide that if the construction project is performing (i.e.  construction is on
schedule and on budget) and  otherwise the  construction  loan is not in default
(after any required  notice and the lapse of any  applicable  cure  period),  an
Event of Default under this Agreement shall not permit the  construction  lender
to  terminate  funding  and  to  call  upon  its  completion  guaranty  to  fund
construction  costs. In order for a construction lender to call a default due to
an Event of Default under this Agreement,  the Banks must have provided  written
notice of the Event of Default to the Borrower and all  applicable  cure periods
shall have lapsed without remedy.

     7.  ADDITION OF  SECTION 9.24  TO THE CREDIT  AGREEMENT.  Article IX of the
Credit Agreement shall be amended by adding a new Section 9.24 as follows:

<PAGE>
     SECTION 9.24.  YEAR 2000  COMPLIANCE.  The Borrower and each Subsidiary has
taken,  and will  continue to take,  all  reasonable  actions to insure that its
computer based systems are able to effectively process data,  including dates on
and after  January 1,  2000 and to avoid  serious  disruption to its business or
operations.

     8.  ADDITION  OF SECTION  10.11 TO THE CREDIT  AGREEMENT.  Article X of the
Credit Agreement shall be amended by adding a new Section 10.11 as follows:

     SECTION 10.11.  DEFAULT UNDER SUBORDINATION  AGREEMENT.  (a)  If the Parent
defaults in the performance of any obligation in the Subordination  Agreement or
in the performance of any other  agreement,  covenant,  term or condition in the
Subordination  Agreement  (which  default  shall  only be an  Event  of  Default
hereunder  when  Agent  provides  written  notice of such  default to the Parent
and/or the Borrower).

     8. REPRESENTATIONS AND WARRANTIES.  The Borrower represents and warrants to
the Agents and the Banks as follows:

     (a)  INCORPORATION  OF  REPRESENTATIONS  AND  WARRANTIES.  Each  and  every
representation  and  warranty  made by the  Borrower in Article IX of the Credit
Agreement is incorporated  herein as if fully rewritten  herein at length and is
true, correct and complete as of the date hereof;

     (b) REQUISITE AUTHORITY. The Borrower has all requisite power and authority
to execute and deliver and to perform its  obligations  in respect of this Third
Amendment to Credit Agreement and each and every other  agreement,  certificate,
or document required by this Third Amendment to Credit Agreement;

     (c) DUE  AUTHORIZATION;  VALIDITY.  The  Borrower  has taken all  necessary
action to authorize the execution, delivery, and performance by it of this Third
Amendment  to  Credit  Agreement  and  every  other  instrument,  document,  and
certificate relating thereto.  This Third Amendment to Credit Agreement has been
duly  executed and  delivered by the Borrower and when executed and delivered by
the Borrower  will be a legal,  valid,  and binding  obligation  of the Borrower
enforceable against it in accordance with its terms; and

     (d) NO CONSENT. No consent,  approval, or authorization of, or registration
with, any governmental  authority or other Person is required in connection with
the  execution,  delivery,  and  performance  of this Third  Amendment to Credit
Agreement and the transactions contemplated hereby.

     9. CONDITIONS TO CLOSING OF THIRD AMENDMENT.

     (a) CLOSING  CONDITIONS.  Except as  otherwise  expressly  provided in this
Third Amendment to Credit  Agreement,  prior to or  concurrently  with the Third
Amendment Closing Date (as hereinafter defined),  and as conditions precedent to
the effectiveness of the amendments to the Credit Agreement provided for herein,
the following actions shall be taken, all in form and substance  satisfactory to
the Agents and the Banks and their respective counsel:

<PAGE>
                    (i) CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver
               or cause to be delivered to the Agent and the Banks the following
               documents,  in all cases  duly  executed,  and  delivered  by the
               Borrower and/or the Parent, and/or certified, as the case may be:

               (1)  Certified   copies  of  the  resolutions  of  the  board  of
directors of the Borrower  evidencing approval of the execution,  delivery,  and
performance of this Third Amendment to Credit Agreement;
               (2)  Certified copies of resolutions of the Board of Directors of
the Parent evidencing  approval of the execution,  delivery,  and performance of
the Third Amendment to Guaranty;
               (3)  Copies of the  Articles of  Incorporation  of the  Borrower,
certified by the Ohio Secretary of State as of a recent date;

               (4) Copies of the Articles of Incorporation of the Parent, 
certified by the Ohio Secretary of State as of a recent date;

               (5) Code of Regulations of the Borrower, certified as true and
 complete as of the Third  Amendment  Closing Date by the secretary of Borrower;

               (6) Code of Regulations of the Parent, certified as true and 
complete as of the Third Amendment Closing Date by the secretary of the Parent;

               (7) A good standing  certificate from the State of Ohio for the
Borrower;  
               (8) A good standing certificate from the State of Ohio for the
Parent;

               (9)  A certificate of the secretary or assistant secretary of the
Borrower  certifying  the names of the  officers of Borrower authorized to sign
this Third Amendment to Credit Agreement, together with the true signatures of 
such officers;
`              (10) Acertificate of the secretary or assistant secretary of the
Parent certifying the names of the officers of the Parent authorized to sign the
Third Amendment to Guaranty, together with the true signatures of such officers;

               (11)  Counterparts  of the Third  Amendment  to Credit  Agreement
executed and delivered  by the  Borrower,  the  Agents,  and  the  Banks,  and  
the  Parent's Acknowledgement of the Third Amendment to Credit Agreement;
<PAGE>

               (12)    Counterparts of  the Third Amendment to Guaranty,
executed and delivered by the Parent, the Agents, and the Banks;

               (13)    A certificate of the secretary or assistant secretary of 
the Borrower certifying that as of the date of this Third Amendment to Credit   
Agreement no Event of Default or Possible Default exists under the Credit
Agreement; and

               (14)    A Subordination Agreement duly executed and  delivered by
the Surety; and

               (15)    opinions of counsel for the Surety as to the due
authorization, execution, delivery, legality, validity and enforceability of the
Subordination Agreement and such other matters as the Agent or the Banks may 
request.

     (ii) OPINION OF COUNSEL FOR PARENT. The Borrower shall deliver or caused to
be delivered to the Agents and the Banks a favorable  opinion of counsel for the
Parent as to the due  authorization,  execution,  and  delivery,  and  legality,
validity,  and  enforceability of the Third Amendment to Guaranty and such other
matters as the Agent or the Banks may request.

     (iii) OPINION OF COUNSEL FOR BORROWER. The Borrower shall deliver or caused
to be delivered  to the Agents and the Banks a favorable  opinion of counsel for
the Borrower as to the due authorization, execution, and delivery, and legality,
validity, and enforceability of the Third Amendment to Credit Agreement and such
other matters as the Agent or the Banks may request.

     (iv)  PAYMENT OF FEES TO BANKS.  On or before the Third  Amendment  Closing
Date, the Borrower shall have paid to the Agents and the Banks all costs,  fees,
and expenses  incurred by them through the Third  Amendment  Closing Date in the
preparation,  negotiation,  and  execution  of this  Third  Amendment  to Credit
Agreement and the Third Amendment to Guaranty  (including,  without  limitation,
legal fees and expenses of Thompson Hine & Flory LLP), together with a fee in an
amount  equal to  $107,500.  The  Borrower  shall  pay such fee to the Agent for
distribution  to the  Banks  Pro  rata,  based  upon the  Maximum  Amount of the
Revolving Loan Commitment of each Bank.

     (b) DEFINITION. The "Third Amendment Closing Date" shall mean the date this
Third  Amendment to Credit  Agreement is executed and delivered by the Borrower,
the Banks and the  Agents  and all the  conditions  set forth in  subsection (a)
above have been satisfied or waived in writing by the Agent.

     10. NO WAIVER. Except as otherwise expressly provided herein, the execution
and delivery of this Third  Amendment to Credit  Agreement by the Agents and the
Banks shall not constitute a waiver or release of any obligation or liability of
the Borrower under the Credit Agreement as in effect prior to the  effectiveness
of this Third  Amendment to Credit  Agreement  or as amended  hereby or waive or
release any Event of Default or Possible Default existing at any time.
<PAGE>
     11. EFFECT ON OTHER  PROVISIONS.  Except as expressly amended by this Third
Amendment to Credit Agreement,  all provisions of the Credit Agreement  continue
unchanged  and in full force and effect and are hereby  confirmed  and ratified.
All  provisions  of the  Credit  Agreement  shall be  applicable  to this  Third
Amendment to Credit Agreement.

     IN WITNESS WHEREOF,  the parties hereto,  each by an officer thereunto duly
authorized,  have caused this Third Amendment to Credit Agreement to be executed
and delivered as of the date first above written.


Address:                          FOREST CITY RENTAL PROPERTIES
1100 Terminal Tower               CORPORATION
Cleveland, Ohio  44113

                                  By:   /S/ Thomas G. Smith
                                  Title:  Vice President and Assistant Secretary

Address:                          KEYBANK NATIONAL ASSOCIATION,
127 Public Square                 Individually and as Administrative Agent
Cleveland, Ohio  44114
                                  By:   /S/  Scott A. Childs
                                        Title:  Assistant Vice President

Address:                          NATIONAL CITY BANK, Individually and
1900 East Ninth Street            as Syndication Agent
Cleveland, Ohio  44114
                                  By:   /S/  Anthony DiMare
                                       Title:  Senior Vice President

Address:                          THE HUNTINGTON NATIONAL BANK
917 Euclid Avenue
Cleveland, Ohio  44114            By:   /S/  M.W. Stachur
                                       Title: Vice President

Address:                          COMERICA BANK
Overnight Mail:
500 Woodward Avenue               By:  /S/  David J. Campbell
Detroit, Michigan  48226               Title: Vice President
7th Floor

U.S.  Mail:
PO Box 75000
Detroit, Michigan  48275-3256

                      (Signatures continued on next page.)
<PAGE>
                   (Signatures continued from previous page.)

Address:                          FIRST MERIT BANK
123 West Prospect Avenue
Cleveland, Ohio  44115            By:    John Neumann
                                      Title: Vice President

Address:                          CREDIT LYONNAIS NEW YORK BRANCH
1301 Avenue of the Americas
New York, New York  10019         By:
                                      Title:


Address:                          STAR BANK
1350 Euclid Avenue
Suite 211                         By: /S/  Perry Quick
Cleveland, Ohio  44115                Title: Vice President


Address:                          MANUFACTURERS AND TRADERS
One Fountain Plaza                TRUST COMPANY
Buffalo, New York  14203-1495
                                  By:   /S/  Kevin Quinn
                                       Title: Assistant Vice President



Address:                          U.S. BANK NATIONAL ASSOCIATION
U.S. Bank Place (M.S. MPFP-0802)
601 Second Avenue South           By: /S/  Elliott L. Quigley
Minneapolis, Minnesota  55402         Title: Vice President
<PAGE>
                              CONSENT OF GUARANTOR

     FOREST CITY ENTERPRISES,  INC., an Ohio  corporation,  Guarantor under that
certain  Guaranty of Payment of Debt issued on or about  December 10,  1997,  as
amended  (the  "Guaranty  of Payment of Debt") to and in favor of the Agents and
the Banks in respect of, inter  alia.,  the  indebtedness  of FOREST CITY RENTAL
PROPERTIES  CORPORATION  under the Credit Agreement  referenced in the foregoing
Third Amendment to Credit Agreement, hereby acknowledges that it consents to the
foregoing Third  Amendment to Credit  Agreement and confirms and agrees that its
Guaranty of Payment of Debt, as amended to the date hereof,  is and shall remain
in full force and effect with respect to the Credit Agreement as in effect prior
to, and from and after,  the amendment  thereof  pursuant to the foregoing Third
Amendment to Credit Agreement.

Dated: 1/29/99                    FOREST CITY ENTERPRISES, INC.


                                  By:  /S/  Charles A. Ratner
                                   Title: Chief Executive Officer and President
<PAGE>
                                                              EXHIBIT 20.2
                 THIRD AMENDMENT TO GUARANTY OF PAYMENT OF DEBT

     This THIRD AMENDMENT TO GUARANTY OF PAYMENT OF DEBT (this "Third  Amendment
to Guaranty")  is made and entered into as of this 29th day of January,  1999 by
and among FOREST CITY ENTERPRISES,  INC., an Ohio corporation (the "Guarantor"),
KEYBANK NATIONAL  ASSOCIATION,  as Administrative Agent (the "Agent"),  NATIONAL
CITY BANK, as Syndication Agent (the "Syndication  Agent" and, together with the
Agent, the "Agents") and the banks from time to time party hereto (the "Banks"),

                              W I T N E S S E T H;

     WHEREAS,  Forest City Rental Properties  Corporation (the "Borrower"),  the
Banks, other than U.S. Bank National Association (the "Original Banks"), and the
Agents  previously  entered into a certain Credit Agreement dated as of December
10, 1997 (the "Original Credit Agreement"); and

     WHEREAS,  the Banks required,  as a condition to entering into the Original
Credit  Agreement,  that the Guarantor execute and deliver to the Agents and the
Original  Banks a certain  Guaranty of Payment of Debt,  dated December 10, 1997
(the  "Original  Guaranty")  and the  Guarantor  agreed to and did  execute  and
deliver the Original Guaranty to the Agents and the Original Banks; and

     WHEREAS,  the  Borrower,  the Banks,  and the Agents  have also  previously
entered into a First Amendment to Credit Agreement, dated as of January 20, 1998
(the "First  Amendment to Credit  Agreement")  and a Second  Amendment to Credit
Agreement,  dated  as  of  March  6,  1998  (the  "Second  Amendment  to  Credit
Agreement"); and

     WHEREAS,  the Banks  required,  as a condition  to entering  into the First
Amendment to Credit  Agreement,  that the  Guarantor  execute and deliver to the
Agents and the Banks a certain  First  Amendment to Guaranty of Payment of Debt,
dated January 20, 1998 and the  Guarantor  agreed to and did execute and deliver
the First  Amendment to Guaranty of Payment of Debt (the "First  Amendment")  to
the Agents and the Banks; and

     WHEREAS,  the Banks  required  as a condition  to entering  into the Second
Amendment to Credit  Agreement,  that the  Guarantor  execute and deliver to the
Agents and the Banks a certain Second  Amendment to Guaranty of Payment of Debt,
dated  March  6,  1998  (together  with the  First  Amendment  and the  Original
Guaranty,  the  "Guaranty")  and the  Guarantor  agreed to and did  execute  and
deliver  the Second  Amendment  to Guaranty of Payment of Debt to the Agents and
the Banks; and

     WHEREAS,  the Borrower and the Guarantor  have requested that the Banks and
the  Agents  agree to certain  amendments  to the  Credit  Agreement  and to the
Guaranty; and

     WHEREAS,  the Borrower,  the Banks and the Agents have entered into a Third
Amendment to Credit  Agreement  dated as of the date hereof  (together  with the
First Amendment to Credit  Agreement,  the Second  Amendment to Credit Agreement
and the Original Credit Agreement, the "Credit Agreement"), that requires as one
its  conditions  that Guarantor  enter into this Third  Amendment to Guaranty of
Payment of Debt.
<PAGE>
         NOW, THEREFORE, it is mutually agreed as follows:

     1. AMENDMENTS TO SECTION 1 OF THE GUARANTY.

     (a)  ADDITION OF  DEFINITION  OF  "INDEMNITY  AGREEMENT".  Section 1 of the
Guaranty  is hereby  amended  by adding  thereto  the  following  definition  of
"Indemnity Agreement":

          "Indemnity  Agreement"  shall  mean  collectively,  (i)  that  certain
     General Indemnity Agreement dated as of November 6, 1998 by and between the
     Guarantor and the Surety (other than Asset Guaranty Insurance Company),  as
     amended by the St. Paul Surety  Amendment  to General  Indemnity  Agreement
     dated as of  November  6,  1998 and (ii)  that  certain  General  Indemnity
     Agreement  dated as of December 3, 1998 by and  between the  Guarantor  and
     Asset  Guaranty  Insurance  Company,  as  amended  by  the  Asset  Guaranty
     Insurance  Company  Amendment to General  Indemnity  Agreement  dated as of
     December  3,  1998 and as each  such  Indemnity  Agreement  may be  further
     amended, restated or otherwise modified.

     (b) ADDITION OF DEFINITION OF "SURETY". Section 1 of the Guaranty is hereby
amended by adding thereto the following definition of "Surety":

          "Surety"  means,  collectively,  St.  Paul Fire and  Marine  Insurance
     Company,  St. Paul Mercury Insurance  Company,  St. Paul Guardian Insurance
     Company, Seaboard Surety Company, Economy Fire & Casualty Company and Asset
     Guaranty Insurance Company.

     (c) ADDITION OF DEFINITION OF "SURETY BONDS".  Section 1 of the Guaranty is
hereby amended by adding thereto the following definition of "Surety Bonds":

          "Surety   Bonds"  means  the  bonds,   undertakings   and  other  like
     obligations  executed  by Surety for  Guarantor  subject  to the  Indemnity
     Agreement and the Subordination Agreement.

     (d) ADDITION OF DEFINITION OF "SUBORDINATION  AGREEMENT".  Section 1 of the
Guaranty  is hereby  amended  by adding  thereto  the  following  definition  of
"Subordination Agreement":

          "Subordination  Agreement" means that certain Subordination  Agreement
     dated as of January 29, 1999  executed and delivered by the Surety in favor
     of the Agents and the Banks, as such Subordination Agreement may, from time
     to time,  be amended,  restated or  otherwise  modified.

     2. AMENDMENT TO SECTION 7 OF THE GUARANTY. Section 7 of the Guaranty shall
be amended by adding a new paragraph at the end of such Section as follows:

          The Guarantor  further  represents  and warrants that it has taken and
     will  continue to take all  reasonable  actions to insure that its computer
     based systems are able to effectively  process data,  including dates on or
     after  January 1,  2000 and to avoid serious  disruption to its business or
     operations.
<PAGE>
     3. AMENDMENT TO SECTION 9.7 OF THE GUARANTY.

     (a) AMENDMENT TO SECTION  9.7(a).  Section 9.7(a)  of the Guaranty shall be
amended  by adding  after the  phrase  "forty-five  (45)  days,"  the  following
parenthetical :

     (or fifty (50) days so long as the Guarantor will not be reporting an Event
of Default on such Form 10-Q report).

     (b) AMENDMENT TO SECTION 9.7 (b).  Section  9.7(b) of the Guaranty shall be
amended  by adding  after the  phrase  "forty-five  (45)  days,"  the  following
parenthetical :

     (or fifty (50) days so long as the  Guarantor  shall not have  reported  an
Event of Default to the  Securities and Exchange  Commission  during such fiscal
period  nor  on  its  most  recent  filing  with  the  Securities  and  Exchange
Commission).

     (c) AMENDMENT TO SECTION  9.7(c).  Section  9.7(c) of the Guaranty shall be
amended  by  adding  after  the  phrase   "ninety  (90)  days,"  the   following
parenthetical :

     (or ninety-five  (95) days so long as the Parent shall not have reported an
Event of Default to the  Securities and Exchange  Commission  during such fiscal
period  nor  on  its  most  recent  filing  with  the  Securities  and  Exchange
Commission).

     4. AMENDMENT TO SECTION 9.10 OF THE GUARANTY.  Section 9.10 of the Guaranty
shall be amended by adding new subsections (j) and (k) as follows:

          (j) any  indebtedness or obligations of the Guarantor under the Surety
     Bonds or the Indemnity Agreement to a maximum aggregate principal amount of
     $30,000,000.00  minus the aggregate  stated amount of all letters of credit
     then  outstanding  for the  account of the  Borrower  under the  Agreement;
     provided such indebtedness is fully  subordinated to the obligations of the
     Guarantor under this Guaranty as set forth in the Subordination Agreement.

          (k) any  indebtedness  of the  Guarantor  under any interest  rate cap
     agreement,  interest rate collar agreement, interest rate swap agreement or
     other  similar  agreement  or  arrangement  provided  by one or both of the
     Agents and  offered on a Pro rata basis to the Banks and  designed to hedge
     the  position  of the  Guarantor  or any Company  with  respect to interest
     rates, relating to indebtedness otherwise permitted under this Guaranty.

     5. AMENDMENT TO SECTION 9.15 OF THE GUARANTY.  Section 9.15 of the Guaranty
shall be amended by deleting it in its  entirety and  substituting  therefor the
following Section 9.15:
<PAGE>
          9.15 CONSOLIDATED  SHAREHOLDER'S  GAAP EQUITY.  The Guarantor will not
     permit at any time, the Consolidated  Shareholder's  GAAP Equity to be less
     than  (a) on  the  Closing  Date,   Two  Hundred   Fifty  Million   Dollars
     ($250,000,000),  (b) on each Fiscal  Quarterly Date thereafter  (other than
     the January 31  Fiscal Quarterly Date), the sum of (i) (A) during the first
     year  following  the  Closing  Date,  Two  Hundred  Fifty  Million  Dollars
     ($250,000,000)  and  (B) at all  times  thereafter,  the  computed  minimum
     Consolidated  Shareholder's  GAAP  Equity  for  the  immediately  preceding
     January 31 Fiscal  Quarterly Date as calculated  pursuant to subsection (c)
     below,  plus (ii) one  hundred percent (100%) of the cash proceeds from any
     sale or  issuance  of equity plus  (iii) twenty-five  percent  (25%) of the
     Guarantor's  consolidated GAAP net income for the year-to-date period ended
     on such Fiscal  Quarterly Date and (c) on each January 31  Fiscal Quarterly
     Date after the Closing  Date,  the sum of (i) (X) for the first  January 31
     Fiscal Quarterly Date following the Closing Date, Two Hundred Fifty Million
     Dollars  ($250,000,000)  and (Y) for each January 31 Fiscal  Quarterly Date
     thereafter, the computed minimum Consolidated Shareholder's GAAP Equity for
     the immediately  preceding  January 31 Fiscal Quarterly Date, plus (ii) one
     hundred  percent  (100%) of the cash  proceeds from any sale or issuance of
     equity, plus (iii) fifty percent (50%) of the Guarantor's consolidated GAAP
     net income for the fiscal year just ended. In addition to the foregoing, on
     January  31,  1999  and at all  times  thereafter,  the  base  Consolidated
     Shareholder's  GAAP Equity shall  increase  from Two Hundred  Fifty Million
     Dollars   ($250,000,000)   to  Two  Hundred  Sixty  Five  Million   Dollars
     ($265,000,000).

     6. AMENDMENT TO SECTION 9 OF THE GUARANTY.  Section 9 of the Guaranty shall
be amended by adding a new Section 9.18 and a new Section 9.19 as follows:

          9.18. YEAR 2000 COMPLIANCE EFFORTS.  The Guarantor will and will cause
     each Company to take all  reasonable  actions to assure its computer  based
     systems are able to effectively process data,  including dates on and after
     January  1,  2000  and to  avoid  serious  disruption  to its  business  or
     operations  and the Guarantor will notify the Agent of any material risk of
     the  Guarantor's  or any  Company's  inability to so process data and avoid
     serious  disruption  which  could  have a Material  Adverse  Effect on such
     Person.

          9.19 CROSS  COLLATERALIZATION  AND CROSS DEFAULTS.  The Guarantor will
     not (a) cross-default or agree to cross-default any indebtedness  permitted
     under this Guaranty to this  Guaranty or the Debt;  (b) agree to any of the
     financial  covenants  of the  Guarantor  contained  herein  under any other
     indebtedness  permitted  under this  Agreement  which  would  effectuate  a
     cross-default  with  this  Guaranty  or the  Debt  incurred  hereunder;  or
     (c) cross-collateralize, or agree to cross-collateralize indebtedness owing
     to  any  one  lender  under  one  or  more  different  loan  agreements  or
     arrangements,     provided,     that     the     cross-defaulted     and/or
     cross-collateralized  indebtedness  set  forth  on  Schedule 9.19  attached
     hereto shall be permitted.

          (I)  Notwithstanding  the foregoing clauses of this Section 9.19, with
     respect to  construction  projects which are constructed in multiple phases
     and/or stabilized properties, Borrower and any Subsidiary of Borrower shall
     be permitted to cross-default and/or  cross-collateralize  any indebtedness
     permitted   under   this   Guaranty,   but  only  if  the   phases   to  be
     cross-collateralized   and/or   cross-defaulted   consist   of   a   single
     identifiable  project.  (II)  Notwithstanding the foregoing clauses of this
     Section 9.19, in the event of a completion guaranty of a construction loan,
     the  Borrower  and any  Subsidiary  of Borrower  shall be  permitted to (a)
     cross-default  any  indebtedness  permitted  under this  Guaranty with this
     Guaranty or the Debt or (b) agree to any of the financial  covenants of the
     Borrower contained herein under any other indebtedness permitted under this
     Guaranty which effectuates a cross-default  with this Guaranty or the Debt,
     provided  that the  completion  guaranty and any other  relevant  documents
     relating to such construction loan provide that if the construction project
     is  performing  (i.e.  construction  is on  schedule  and  on  budget)  and
     otherwise  the  construction  loan is not in default  (after  any  required
     notice and the lapse of any  applicable  cure period),  an Event of Default
     under this Guaranty shall not permit the  construction  lender to terminate
     funding  and to call  upon its  completion  guaranty  to fund  construction
     costs. In order for a construction lender to call a default due to an Event
     of Default under this Guaranty, the Banks must have provided written notice
     of the Event of Default to the  Borrower  and all  applicable  cure periods
     shall have lapsed without remedy.

     7.  ADDITION OF SECTION  10(i) OF THE  GUARANTY.  Article X of the Guaranty
shall be amended by adding a new section 10(i) as follows:

          (i) if the Parent defaults in the performance of any obligation in the
     Subordination  Agreement  or in the  performance  of any  other  agreement,
     covenant, term or condition in the Subordination Agreement.

     7. REPRESENTATIONS AND WARRANTIES. The Guarantor represents and warrants to
the Agents and each of the Banks as follows:

          (a) INCORPORATION OF  REPRESENTATIONS  AND WARRANTIES.  Each and every
     representation  and  warranty  made by the  Guarantor  in  Section 7 of the
     Guaranty is incorporated  herein as if fully rewritten herein at length and
     is true, correct and complete as of the date hereof and no Event of Default
     or Possible Default exists on such date;

          (b) REQUISITE  AUTHORITY.  The  Guarantor has all requisite  power and
     authority to execute and deliver and to perform its  obligations in respect
     of this Third  Amendment  to Guaranty  and each and every other  agreement,
     certificate,  or document required to be delivered as a condition precedent
     to this Third  Amendment  to Guaranty or to the Third  Amendment  to Credit
     Agreement;

          (c) DUE AUTHORIZATION; VALIDITY. The Guarantor has taken all necessary
     action to authorize the execution,  delivery, and performance by it of this
     Third  Amendment  to Guaranty  and every other  instrument,  document,  and
     certificate  relating  thereto.  This Third  Amendment to Guaranty has been
     duly  executed and  delivered  and when  executed and  delivered  will be a
     legal,  valid, and binding obligation of the Guarantor  enforceable against
     it in accordance with its terms; and

          (d)  NO  CONSENT.  No  consent,  approval,  or  authorization  of,  or
     registration  with, any governmental  authority or other Person is required
     in connection with the execution,  delivery,  and performance of this Third
     Amendment to Guaranty and the transactions contemplated hereby.
<PAGE>
     8.  NO  WAIVER.   Except  as  otherwise   expressly  provided  herein,  the
acceptance,  execution,  and/or  delivery of this Third Amendment to Guaranty by
the  Agents  and the Banks  shall not  constitute  a waiver  or  release  of any
obligation or liability of the  Guarantor  under the Guaranty as in effect prior
to the effectiveness of this Third Amendment to Guaranty or as amended hereby or
waive or release any Event of Default or Possible Default existing at any time.

     9. CONDITIONS TO CLOSING.  Except as otherwise  expressly  provided in this
Third  Amendment to Guaranty,  prior to or  concurrently  with the execution and
delivery of this Third Amendment to Guaranty, and as conditions precedent to the
effectiveness of the amendments to the Guaranty provided for herein,  the Agents
and the Banks and their respective  counsel shall have received such opinions of
counsel  to the  Guarantor,  certified  copies  of  resolutions  of the Board of
Directors of the Guarantor, and such other documents as shall be required by the
Agents,  the Banks, or their respective  counsel to evidence and confirm the due
authorization,  execution, and delivery of this Third Amendment to Guaranty, all
in form and  substance  satisfactory  to the  Agents  and the  Banks  and  their
respective  counsel;  all conditions to the Third Amendment to Credit  Agreement
shall have been  satisfied;  and all costs,  fees, and expenses  required by the
Third  Amendment  to  Credit  Agreement  to have been  paid by the  Borrower  in
connection  with the Third  Amendment  to Credit  Agreement  and/or  this  Third
Amendment to Guaranty shall have been paid.

     10.  CONFIRMATION  OF GUARANTY.  The  Guarantor  hereby  confirms  that the
Guaranty  is in full  force and  effect on the date  hereof  and that,  upon the
amendment herein provided becoming effective, the Guaranty will continue in full
force and effect in accordance with its terms, as hereby amended.
<PAGE>
     IN WITNESS WHEREOF,  the parties hereto,  each by an officer thereunto duly
authorized,  have caused this Third  Amendment to Guaranty of Payment of Debt to
be executed and delivered as of the date first above written.
    
                                 FOREST CITY ENTERPRISES, INC.

                                 By:  /S/  Thomas G. Smith
                                    Title:  Chief Financial Officer, Senior Vice
                                            President and Secretary

                                 KEYBANK NATIONAL ASSOCIATION,
                                 Individually and as Administrative Agent

                                 By:  /S/  Scott A. Childs
                                    Title:   Assistant Vice President


                                 NATIONAL CITY BANK, Individually and as
                                 Syndication Agent

                                 By:   /S/  Anthony DiMare
                                    Title:   Senior Vice President


                                 THE HUNTINGTON NATIONAL BANK

                                 By:   /S/  M.W. Stachur
                                    Title:   Vice President


                                 FIRST MERIT BANK

                                 By:  /S/  John Neumann
                                    Title: Vice President



                      (Signatures continued on next page.)
<PAGE>
                   (Signatures continued from previous page.)

                                  COMERICA BANK

                                  By:  /S/  David J. Campbell
                                     Title:   Vice President




                                  CREDIT LYONNAIS

                                  By:
                                     Title:


                                  STAR BANK

                                  By:  /S/  Perry Quick
                                     Title:   Vice President


                                  MANUFACTURERS AND TRADERS
                                  TRUST COMPANY

                                  By:  /S/  Kevin Quinn
                                     Title:   Assistant Vice President


                                  U.S. BANK NATIONAL ASSOCIATION

                                  By:  /S/  Elliott L. Quigley
                                     Title:   Vice President
<PAGE>
                                                                EXHIBIT 20.3
                             SUBORDINATION AGREEMENT

     THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of this 29th day
of  January,  1999,  by  and  among  FOREST  CITY  ENTERPRISES,  INC.,  an  Ohio
corporation (the  "Guarantor"),  ST. PAUL FIRE AND MARINE INSURANCE  COMPANY,  a
Minnesota capital stock company, ST. PAUL MERCURY INSURANCE COMPANY, a Minnesota
capital stock company,  ST. PAUL GUARDIAN INSURANCE COMPANY, a Minnesota capital
stock  company,  SEABOARD  SURETY  COMPANY,  a New York company,  ECONOMY FIRE &
CASUALTY COMPANY, a Minnesota capital stock company and ASSET GUARANTY INSURANCE
COMPANY,  a New York company (each a "Subordinating  Creditor" and collectively,
the "Subordinating Creditors"),  KEYBANK NATIONAL ASSOCIATION, as Administrative
Agent (the "Agent"),  NATIONAL CITY BANK, as Syndication Agent (the "Syndication
Agent" and,  together with the Agents,  the "Agents") and the banks from time to
time party hereto (collectively, the "Banks" and individually a "Bank").

                              W I T N E S S E T H:

     WHEREAS,  Forest City Rental  Properties  Corporation,  an Ohio corporation
(the  "Borrower")  has previously  entered into a Credit  Agreement  dated as of
December 10, 1997 with the Banks, other than U.S. Bank National Association, and
the Agents (the "Original Credit Agreement"),  as amended by the First Amendment
to Credit Agreement dated as of January 20, 1998, among the Borrower,  the Banks
and the  Agents  (the  "First  Amendment"),  as  further  amended  by the Second
Amendment to Credit Agreement dated as of March 6, 1998, among the Borrower, the
Banks and the Agents  (the  "Second  Amendment")  and as further  amended by the
Third  Amendment  to Credit  Agreement  dated as of January 29, 1999 (the "Third
Amendment;" the Original Credit  Agreement,  together with the First  Amendment,
Second  Amendment,   Third  Amendment  and  any  and  all  further   amendments,
restatements,  or other modifications are collectively referred to herein as the
"Credit Agreement"); and

     WHEREAS,  in connection  with the Original  Credit  Agreement the Guarantor
executed  and  delivered a Guaranty of Payment of Debt dated as of December  10,
1997  (the  "Original  Guaranty")  pursuant  to which  the  Guarantor  agreed to
guarantee the payment of all obligations  owing by the Borrower to the Banks and
the Agents under the Credit Agreement; and

     WHEREAS, in connection with the First Amendment, the Guarantor executed and
delivered a First  Amendment  to Guaranty of Payment of Debt dated as of January
20, 1998 (the "First Amendment to Guaranty"),  and in connection with the Second
Amendment,  the Guarantor  executed and delivered a Second Amendment to Guaranty
of  Payment  of Debt  dated  as of March  6,  1998  (the  "Second  Amendment  to
Guaranty") and in connection with the Third  Amendment,  the Guarantor  executed
and  delivered  a Third  Amendment  to  Guaranty  of Payment of Debt dated as of
January 29, 1999 (the "Third  Amendment to  Guaranty";  the  Original  Guaranty,
together  with the First  Amendment to Guaranty,  Second  Amendment to Guaranty,
Third Amendment to Guaranty and any and all further amendments,  restatements or
other modifications are collectively referred to as the "Guaranty"); and
<PAGE>
     WHEREAS,  the Guarantor  has  previously  entered into a General  Indemnity
Agreement dated as of November 6, 1998 with the Subordinating  Creditors,  other
than  Asset  Guaranty  Insurance  Company,  as amended  by The St.  Paul  Surety
Amendment  to General  Indemnity  Agreement  dated as of  November 6, 1998 (said
General  Indemnity  Agreement  as  amended,  and as it may be from  time to time
further  amended,  restated  or  otherwise  modified,  the "St.  Paul  Indemnity
Agreement"); and

     WHEREAS,  the Guarantor  has  previously  entered into a General  Indemnity
Agreement dated as of December 3, 1998 with Asset Guaranty Insurance Company, as
amended by the Asset Guaranty  Insurance  Company Amendment to General Indemnity
Agreement  dated as of December 3, 1998 (said  General  Indemnity  Agreement  as
amended  and as it may be  from  time  to  time  further  amended,  restated  or
otherwise  modified,  the "Asset  Guaranty  Indemnity  Agreement";  the St. Paul
Indemnity  Agreement and the Asset Guaranty Indemnity Agreement are collectively
referred to herein as the "Indemnity Agreement"); and

     WHEREAS,  the execution  delivery of this Agreement is required in order to
induce the Banks and the Agents to enter into the Third  Amendment and the Third
Amendment to Guaranty.

     NOW, THEREFORE, for valuable consideration,  the sufficiency and receipt of
which are hereby acknowledged,  the Guarantor,  the Subordinating Creditors, the
Banks and the Agents agree as follows:

     1. Definitions.  In addition to capitalized terms defined elsewhere in this
Agreement, the following terms have the following meanings:

     "Bank  Liabilities"  means all  Liabilities  of the Guarantor  owed, due or
payable to the Banks and the Agents under or in respect of the Guaranty.

     "Business Day" means a day on which Cleveland,  Ohio banks are open for the
transaction
of business of a nature required for the purposes of this Agreement.

     "Cash  Payment" means an absolute and final Payment of cash or the absolute
and final  transfer of all rights of  ownership of property in  satisfaction  of
Bank Liabilities.

     "Event  of  Default"  shall  have the  meaning  given  to such  term in the
Guaranty.

     "Junior Liabilities" means all Liabilities,  claims and rights due, owed or
payable to the  Subordinating  Creditors  under or in  respect of the  Indemnity
Agreement.  The maximum aggregate principal amount of such Liabilities shall not
exceed Thirty Million Dollars ($30,000,000).

     "Liabilities"  means all  obligations  and  liabilities of the Guarantor of
every kind and  description,  whether  indebtedness,  principal of indebtedness,
interest on indebtedness,  fees, expense  reimbursements,  premiums, on account,
contract or other claim, howsoever created, arising or evidenced, whether direct
or indirect,  absolute or  contingent,  joint and/or  several,  now or hereafter
existing, or due or to become due (including,  without limitation, any costs and
expenses of collection and enforcement thereof).
<PAGE>
     "Payment" means any transfer, delivery,  distribution,  assignment, pledge,
grant,  conveyance  or  other  action  whereby  cash or other  property  (or any
interest therein) is given or received.

     "Scheduled  Payment"  means the regularly  scheduled  [monthly,  quarterly,
annual]  cash  payments to  Subordinated  Creditors  of premiums  owed under the
Indemnity  Agreement (but not any Payments arising out of any losses,  claims or
obligations incurred by the Subordinating Creditors by reason of having executed
any bonds for the Guarantor).

     2.  Representations  of the  Subordinating  Creditors.  Each  Subordinating
Creditor  represents  and warrants  that this  Agreement  is a legal,  valid and
binding  obligation  enforceable  against it in accordance with its terms.  Each
Subordinating  Creditor  further  represents  and warrants  that, as of the date
hereof, all Junior Liabilities are evidenced by the Indemnity Agreement and that
a true,  correct and  complete  copy of the  Indemnity  Agreement  as issued and
delivered  by the  Guarantor  has been  delivered  to the  Banks.  In the  event
additional Junior Liabilities are hereafter created, each Subordinating Creditor
will from time to time,  (a) promptly  notify the Agent of the  creation  of any
Junior  Liabilities  and of the  issuance  of any  instrument  to  evidence  the
issuance of any Junior  Liabilities,  and (b) promptly  cause any Liabilities to
the  Subordinating  Creditors,  except for those Liabilities which are permitted
pursuant  to  Section  9.12 of the  Guaranty,  which  are not  evidenced  by the
Indemnity Agreement or other instrument of the Guarantor to be so evidenced with
language reasonably satisfactory to the Agent.

     3.  Subordination.  The  Payment,  the  demand  for  Payment,  the right of
collection  or  enforcement,   and  the  exercise  of  remedies  of  all  Junior
Liabilities,  whether for principal or interest, or premiums,  penalties,  fees,
charges, expenses in respect thereof, shall be postponed and subordinated in all
respects,  to the Cash Payment in full of all Bank  Liabilities  and no Payments
whatsoever  in respect of any Junior  Liabilities  shall be made,  nor shall any
property  or assets  of, the  Guarantor  be  applied  to the  purchase  or other
acquisition  or retirement of any Junior  Liabilities  until the Cash Payment in
full of all Bank Liabilities. Notwithstanding the foregoing, however, so long as
no Event of Default shall have occurred and be  continuing,  Scheduled  Payments
may be made in the manner provided in the Indemnity Agreement.

     4. Retention of Scheduled Payments. If any holder of the Junior Liabilities
receives a Scheduled Payment from the Guarantor, such Scheduled Payment shall be
deemed to constitute a representation  of the Guarantor to the Banks, the Agents
and the Subordinating Creditors that no Event of Default shall have occurred and
be  continuing  and the  Subordinating  Creditors  shall be entitled to keep and
retain such  Scheduled  Payment unless prior to the date on which such Scheduled
Payment is made or within thirty (30) days after such date, the Agents, any Bank
or any holder of the Bank  Liabilities  shall have  notified  the  Subordinating
Creditors,  by  telephone,  telex,  telefax or otherwise  by oral  communication
(which means of notice  shall be an exception to Paragraph 23 herein),  promptly
confirmed  in  writing,  that an Event of  Default  existed  at the time of such
Scheduled   Payment  to  the   Subordinating   Creditors,   in  which  case  the
Subordinating  Creditors  shall forthwith  deliver such Scheduled  Payment or an
amount in cash equal thereto to the Agent in accordance  with the  provisions of
Section 8 of this Agreement.
<PAGE>
     5.  Subrogation.  To the  extent  that any  holder of the Bank  Liabilities
receives  payments or other  distributions  pursuant to the  provisions  of this
Agreement  which would  otherwise be payable or distributed to the holder of the
Junior Liabilities,  the holder of the Junior Liabilities shall be subrogated to
the rights of the holders of the Bank  Liabilities;  provided,  that neither the
Agents nor the Banks make any  representation or warranty as to the existence or
extent of any such  subrogation  rights.  To the  extent  that the holder of the
Junior  Liabilities  is  subrogated  to the  rights  of any  holder  of the Bank
Liabilities,  the holder of the Junior Liabilities shall not exercise any of the
rights of such holder of the Bank Liabilities  without the prior written consent
of all holders of the Bank  Liabilities  except  after the  termination  of this
Agreement pursuant to Section 20 hereof. For the purpose of such subrogation, no
payments or  distribution  to the holders of the Bank  Liabilities  of any cash,
property or  securities to which the holder of the Junior  Liabilities  would be
entitled except for the provisions of this Agreement,  and no payment,  pursuant
to the provisions of this Agreement,  to the holders of the Bank  Liabilities by
the holder of the Junior  Liabilities,  shall,  as between the  Guarantors,  its
creditors other than the holders of the Bank Liabilities,  and the holder of the
Junior Liabilities,  be deemed to be a payment by the Guarantor to or on account
of the Bank Liabilities.

     6. Bankruptcy.  In the event of any dissolution,  winding up,  liquidation,
readjustment,  reorganization  or  other  similar  proceedings  relating  to the
Guarantor and its creditors, as such, or to its properties (whether voluntary or
involuntary,  partial or complete,  and whether in  reorganization,  bankruptcy,
insolvency or receivership,  or upon an assignment for the benefit of creditors,
or any other marshalling of the assets and liabilities of the Guarantor,  or any
sale of all or  substantially  all of the assets of the Guarantor,  or either of
them, or otherwise),  the Junior Liabilities are hereby  subordinated as a claim
(to the extent the Junior Liabilities constitute a claim) against the Guarantor,
its estate and its property and assets with regard to the Bank  Liabilities  and
the Bank  Liabilities  shall  first be paid by Cash  Payment in full  before the
Subordinating  Creditors  shall be entitled to receive and to retain any Payment
of any kind or  character in respect of any of the Junior  Liabilities,  and, in
order to implement the foregoing, (a) all payments and distributions of any kind
or character  in respect of the Junior  Liabilities  to which the  Subordinating
Creditors  would be entitled  if the Junior  Liabilities  were not  subordinated
pursuant to this Agreement  shall be made directly to the Agent,  (b) the Agent,
may,  in  its  sole  discretion  and  at  its  sole  option,  on  behalf  of the
Subordinating  Creditors,  file  and  prove  a claim  or  claims  for  the  full
outstanding  amount of all of the Junior  Liabilities  (and promptly  thereafter
shall  provide  the  Subordinating  Creditors  with  notice and copies  thereof;
provided  that the failure of the Agent to provide  such notice and copies shall
not in any way  prejudice  any of the  rights of the  Agents or the Banks or the
obligations  of the  Subordinating  Creditors  under  this  Agreement),  and the
Subordinating  Creditors  shall use their  reasonable best efforts to cause said
claim or claims to be  approved  and all  payments  and other  distributions  in
respect  thereof,  to  which  it has  been  determined  that  the  Subordinating
Creditors  are  entitled,  to  be  made  directly  to  the  Agent,  and  (c) the
Subordinating Creditors hereby irrevocably agree that the Agent may, at its sole
discretion,  in the names of the Subordinating  Creditors or otherwise,  demand,
sue for, collect,  and receive any and all such payments or  distributions,  and
prove,  in any such  proceedings  with  respect  to,  any and all  claims of the
Subordinating  Creditors  relating  to  the  Junior  Liabilities  (and  promptly
thereafter  shall  provide the  Subordinating  Creditors  with notice and copies
thereof;  provided  that the  failure  of the Agent to provide  such  notice and
copies  shall not in any way  prejudice  any of the  rights of the Agents or the
Banks or the obligations of the  Subordinating  Creditors under this Agreement).
The Agent is hereby appointed  attorney-in-fact for the Subordinating  Creditors
with  full  power to act in  their  names  and  stead  for any and all  purposes
relating   to  any   dissolution,   winding   up,   liquidation,   readjustment,
reorganization or other similar  proceeding  relating to the Guarantor.  Neither
the Agent nor the Banks shall have any obligation to the Subordinating Creditors
to collect or attempt to collect any of the Junior Liabilities.

     7. Relative  Rights.  The  provisions of this  Agreement are solely for the
purpose of defining the relative  rights of the holders of Bank  Liabilities  on
the one hand,  and the holders of the Junior  Liabilities on the other hand, and
none of such provisions shall impair, as between the Guarantor and any holder of
the Junior Liabilities,  the obligation of the Guarantor, which is unconditional
and absolute,  to pay to such holder all of the Junior Liabilities in accordance
with the terms hereof,  nor shall any such provisions  prevent any holder of the
Junior  Liabilities  from  exercising  all  remedies   otherwise   permitted  by
applicable  law or under  the  terms of such  Junior  Liabilities  or under  any
security  agreement or other  agreement  or  instrument  executed in  connection
therewith,  upon a default thereunder,  subject to the rights, if any, under the
provisions of this Agreement of a holder of Bank  Liabilities  except,  that the
Subordinating  Creditors (i) shall not have a lien upon any assets of or capital
stock issued by the Guarantor or any of its  subsidiaries;  and  (ii) shall  not
block any sale by the Agent as secured  creditor of any assets of the  Guarantor
or any of its subsidiaries.

     8. Turnover of Impermissible  Payments. In the event that any Subordinating
Creditor  receives  any Payment of any kind or character  from the  Guarantor or
from any other source  whatsoever  in respect of any of the Junior  Liabilities,
including,  without  limitation,  pursuant  to  a  reorganization,  liquidation,
dissolution  or similar  proceeding,  other than as  expressly  permitted by the
terms of this Agreement,  such Payment shall be received in trust for the Agents
and the Banks and promptly delivered by such Subordinating  Creditor in the form
received  (except  for the  endorsement  of  such  Subordinating  Creditor  when
necessary)  to the  Agent  for the  benefit  of the  Banks.  In the event of the
failure of any Subordinating  Creditor to endorse any instrument for the payment
of money so received,  the Agent is hereby appointed  attorney-in-fact  (coupled
with an interest) for such  Subordinating  Creditor with full power to make such
endorsement and with full power of  substitution.  Each  Subordinating  Creditor
will mark its books  and  records,  so as to  clearly  indicate  that all of the
Junior  Liabilities  are  subordinated  in  accordance  with  the  terms of this
Agreement.  Each  Subordinating  Creditor will execute such further documents or
instruments  and take  such  further  action  as the Agent may from time to time
reasonably request to carry out the intent of this Agreement.

     9.  Applications  of Payments.  All Payments  received by the Agents or any
Bank in respect of the Junior  Liabilities  may be applied by the Agents or such
Bank  first  to the  payment  of any  and  all  expenses  (including  reasonable
attorneys' fees and legal  expenses)  actually paid or incurred by the Agents or
such Bank in enforcing  this  Agreement or in  endeavoring to collect or realize
upon any of the Junior  Liabilities  or any security  therefor,  and any balance
thereof shall,  solely as between the Subordinating  Creditors and the Banks, be
applied by the Agents and the Banks in such order of  application  as the Agents
or the  Banks may from  time to time  select,  toward  the  payment  of the Bank
Liabilities;  but, as between the Guarantor and its creditors,  no such payments
or  distributions  of any kind or  character  shall be deemed to be  payments or
distributions in respect of the Bank Liabilities.

     10.   Waiver  of  Notice,   etc.   Each   Subordinating   Creditor   hereby
waives:  (a) notice of acceptance by the Agents and the Banks of this Agreement;
(b) notice of the  existence or creation of all or any of the Bank  Liabilities;
and (c) all  diligence in collection or  protection of or  realization  upon the
Bank Liabilities or any proceeds thereof or any security  therefor except in the
instance of willful  misconduct or gross negligence on the part of the Agents or
the Banks.

     11. Subordination of Security Interests. Each Subordinating Creditor agrees
that in the event that any  mortgage,  lien,  pledge,  encumbrance  or  security
interest  is  hereafter  created  and held by any  Subordinating  Creditor  (the
"Junior  Security  Interests")  in any property or assets of the Guarantor  such
Junior Security Interests shall be fully subordinate in all respects, including,
without  limitation,  priority,  rights of Payment,  collection and enforcement,
participation  in any  reorganization  or  rehabilitation  of the  Guarantor  or
assignment  for the benefit of its  creditors,  to any mortgage,  lien,  pledge,
encumbrance or security interest,  now existing or hereafter  arising,  securing
any of the Bank  Liabilities,  subject to Section 20  hereof (the "Bank Security
Interests");  notwithstanding that the creation, attachment,  perfection, filing
or  recording  of the  Junior  Security  Interests,  or the  time  of any of the
foregoing,  has occurred or is prior to the  creation,  attachment,  perfection,
filing or recording of the Bank Security Interests.  Each Subordinating Creditor
further  agrees  that in the  event  the  Agents  or the  Banks  release  and/or
terminate any Bank Security Interests in any property in which any Subordinating
Creditor has a Junior Security Interest,  such Subordinating  Creditor will, not
later than  simultaneously with the release and termination of the Bank Security
Interests,   terminate  and  release  the  Junior   Security   Interests.   Each
Subordinating   Creditor  agrees  to  take  all  actions  and  to  execute  such
agreements,  documents and  instruments as the Agent may  reasonably  request to
satisfy the purposes of the foregoing sentence. In the event of a failure of any
Subordinating Creditor to release and terminate the Junior Security Interests in
accordance with the provisions of this Section 11, the Agent is hereby appointed
attorney-in-fact (coupled with an interest) for such Subordinating Creditor with
full power to execute and deliver such releases and  termination,  and take such
actions as to effect the same.

     12. Limit on Action.  The  Subordinating  Creditors  will not,  without the
prior written consent of the Agent:  (a) take any collateral security for any of
the Junior  Liabilities;  (b) demand  Payment of, sue for, attempt to enforce or
collect,  or commence any action or  proceeding in respect of, any of the Junior
Liabilities,  or attempt to enforce,  foreclose or realize upon, take possession
of (actual or  constructive)  or commence any action or proceedings  with regard
to, any collateral security, for any of the Junior Liabilities; or (c) commence,
or join with any other creditor in commencing, any bankruptcy, reorganization or
insolvency  proceedings  with  respect  to the  Guarantor.  Notwithstanding  the
foregoing  sentence,  the  Subordinated  Creditors  may,  subject  to the  other
provisions  of this  Agreement,  exercise the rights and  remedies  described in
subsections  (b) and (c) in the  foregoing  sentence,  but only if three hundred
sixty (360)  calendar days have elapsed since demand has been made by the Agents
or the Banks for the  payment of the Bank  Liabilities  and such  demand has not
been rescinded by the Agents or the Banks.

     13.  Amendment to  Guaranty.  The Agents or the Banks may from time to time
and without  notice to the  Subordinating  Creditors  and without  affecting the
validity or enforceability  of this Agreement,  take any or all of the following
actions:  (a) amend,  modify,  supplement or restate the Guaranty  (b) retain or
obtain  a  security  interest  in  any  property  to  secure  any  of  the  Bank
Liabilities;  (c) retain  or obtain the primary or secondary  obligation  of any
other  obligor or  obligors  with  respect to any of the Bank  Liabilities;  (d)
extend  or renew  for one or more  periods,  alter or  exchange  any of the Bank
Liabilities,  or  release  or  compromise  any  obligation  of any nature of any
obligor with respect to any of the Bank  Liabilities;  (e) release  any security
interest in, or surrender,  release or permit any  substitution or exchange for,
all or any part of any property securing any of the Bank Liabilities,  or extend
or renew  for one or more  periods  (whether  or not  longer  than the  original
period) or release,  compromise, alter or exchange any obligations or any nature
of any obligor with respect to any such  property;  and  (f) create,  or advance
additional funds,  creating additional Bank Liabilities whether or not under the
Guaranty.

     14. Transfer of Bank Liabilities.  The Agents or the Banks may from time to
time without  notice to the  Subordinating  Creditors and without  affecting the
validity or enforceability  of this Agreement,  assign or transfer any or all of
the Bank  Liabilities or any interest  therein;  and,  notwithstanding  any such
assignment or transfer or any subsequent  assignment or transfer  thereof,  such
Bank  Liabilities  shall be and remain Bank Liabilities for the purposes of this
Agreement; and every immediate and successive assignee or transferee of the Bank
Liabilities or of any interest  therein shall,  to the extent of the interest of
such assignee or transferee in the Bank Liabilities, be entitled to the benefits
of this Agreement to the same extent as if such assignee or transferee were such
Agent or such Bank;  provided,  that, unless such transferor Agent or Bank shall
otherwise  consent  in  writing,  such  transferor  Agent or Bank  shall have an
unimpaired right, prior and superior to that of any such assignee or transferee,
to enforce this Agreement,  for its benefit, as to those of the Bank Liabilities
which it has not assigned or transferred.

     15.   Notice;   Transfer  of  Junior   Liabilities;   No  Amendment.   Each
Subordinating  Creditor  agrees to notify the Agent upon the happening of any of
the  following:  (i) any  claim  for  payment  of the  Junior  Liabilities;  and
(ii) any transfer of Junior Liabilities,  specifying the name and address of the
transferee  upon  any  transfer  of  the  Junior  Liabilities,   whereupon,  the
transferor Subordinating Creditor will deliver to such transferee a copy of this
Agreement and will, as a condition to the effectiveness of such transfer, obtain
the  complete  agreement,  in  writing,  of such  transferee  to the  terms  and
provisions of this Agreement.  The  Subordinating  Creditors shall not transfer,
sell or otherwise dispose of any of the Junior Liabilities, except in compliance
with this Section 15.  The Subordinating  Creditors shall provide written notice
to the Agent prior to any such transfer, sale, disposition or amendment. No part
of  the  Junior   Liabilities   shall  be  forgiven  or  subject  to  any  other
subordination  arrangement  without the prior written consent of the Agent. Each
Subordinating Creditor agrees not to make, and not to consent to, any amendment,
restatement,  modification  or alteration  of the  Indemnity  Agreement or other
agreement, document or instrument executed in connection therewith to the extent
that such  amendment,  modification,  restatement or alteration  would adversely
affect (as reasonably determined by the Agent) the Agents or the Banks and their
respective  rights under this  Agreement and the  respective  obligations of the
Subordinating  Creditors hereunder.  Each Subordinating  Creditor agrees to give
prior  written  notice to the  Agent of any  proposed  amendment,  modification,
restatement or alteration of the Indemnity Agreement.

     16. No Prejudice.  Each Subordinating Creditor and the Guarantor agree that
the Banks shall not be  prejudiced  in their rights under this  Agreement by any
act or failure to act of the Guarantor or the  Subordinating  Creditors,  or any
noncompliance  of the Guarantor with any agreement or obligation,  regardless of
any  knowledge  thereof which the Agents or the Banks may have or with which the
Agents  or the Banks may be  charged;  and no action of the  Agents or the Banks
permitted  hereunder  (other than  termination of this Agreement as permitted by
Section 20 below, the effect of which is governed by such  Section 20)  shall in
any way  affect  or  impair  the  rights  of the  Agents  or the  Banks  and the
obligations  of  the  Guarantor  and  the  Subordinating  Creditors  under  this
Agreement.

     17. No Delay or Waiver Effective. No delay on the part of the Agents or the
Banks in the exercise of any right or remedy shall operate as a waiver  thereof,
and no single or  partial  exercise  by the  Agents or the Banks of any right or
remedy shall preclude other or further  exercise  thereof or the exercise of any
other  right or  remedy;  nor  shall  any  modification  or waiver of any of the
provisions  of this  Agreement be binding upon the Agents or the Banks except as
expressly  set forth in a writing duly signed and delivered by the Agents or the
Banks.

     18. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the Agents, the Banks, the Subordinating  Creditors and the Guarantor
and their respective heirs, executors, representatives, successors and permitted
assigns.

     19. Books of Records.  The Guarantor  will render to the Agent upon demand,
and from time to time, a statement of account of each of the Junior Liabilities.

     20.  Termination.  This Agreement  shall  automatically  terminate upon the
payment  in  full  of all of the  Bank  Liabilities  but  shall  continue  to be
effective, or be reinstated,  as the case may be, if at any time payment, or any
part  thereof,  of any amount paid by or on behalf of the  Guarantor or Borrower
with regard to the Bank  Liabilities  is rescinded or must otherwise be restored
or  returned  upon  the  insolvency,  bankruptcy,  dissolution,  liquidation  or
reorganization  of the  Guarantor  or  Borrower  or,  upon or as a result of the
appointment of a receiver,  intervener or conservator  of, or trustee or similar
officer for the Guarantor or Borrower or any  substantial  part of its property,
or  otherwise,  all as though such  payments had not been made.  In the event of
such  reinstatement,  the  respective  rights and duties of each of the  parties
hereto shall be reinstated as if no termination had occurred.

     21. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Ohio.  Wherever  possible each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under such law, such provision  shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining  provisions  of this  Agreement.  Each  Subordinating
Creditor  agrees to submit to the personal  jurisdiction of any state or federal
court  located  in the  State of Ohio and that  venue  for any  action  or legal
proceeding  relating to this  Agreement  shall be proper in Cleveland,  Cuyahoga
County, Ohio.

     22.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.

     23. Notice.  All notices hereunder shall be deemed  sufficiently given to a
party hereto when mailed,  certified  mail,  return receipt  requested,  to such
party at the address  shown  beneath  such  party's  name below or at such other
address as such party shall have designated for such purposes in writing.

     IN WITNESS  WHEREOF,  the parties  have signed this  Agreement  on the date
first written above.

Address:                              FOREST CITY ENTERPRISES, INC.
1100 Terminal Tower
Cleveland, Ohio  44113
                                      By:   /S/  Thomas G. Smith
                                         Title: Chief Financial Officer,
                                             Senior Vice President and Secretary

Address:                              ST. PAUL FIRE AND MARINE INSURANCE
                                      COMPANY

                                      By:   /S/  Richard C. Lang
                                         Title: Assistant Vice President

Address:                              ST.PAUL GUARDIAN INSURANCE COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President


                       (Signatures continued on next page)

<PAGE>

                    (Signatures continued from previous page)

Address:                              ST. PAUL MERCURY INSURANCE COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President


Address:                              SEABOARD SURETY COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President


Address:                              ECONOMY FIRE & CASUALTY COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President


Address:                             ASSET GUARANTY INSURANCE COMPANY
335 Madison Avenue
35th Floor                           By:   /S/  Joseph Snider
New York, NY 10017-4605                 Title:   Vice President


Address:                             KEYBANK NATIONAL ASSOCIATION,
127 Public Square                    Individually and as Administrative Agent
Cleveland, Ohio  44114
                                     By:   /S/  Scott A. Childs
                                        Title:   Assistant Vice President


Address:                             NATIONAL CITY BANK, Individually and
1900 East Ninth Street               as Syndication Agent
Cleveland, Ohio  44114
                                     By:   /S/  Anthony DiMare
                                        Title:   Senior Vice President



                       (Signatures continued on next page)
<PAGE>
                    (Signatures continued from previous page)

Address:                            THE HUNTINGTON NATIONAL BANK
917 Euclid Avenue
Cleveland, Ohio  44114              By:   /S/  M.W. Stachur
                                       Title:   Vice President

Address:                            COMERICA BANK
Overnight Mail:
500 Woodward Avenue                 By:  /S/  David J. Campbell
Detroit, Michigan  48226               Title:   Vice President
7th Floor

U.S.  Mail:
PO Box 75000
Detroit, Michigan  48275-3256

Address:                            FIRST MERIT BANK
123 West Prospect Avenue
Cleveland, Ohio  44115              By:    /S/  John Neumann
                                       Title:  Vice President


Address:                            CREDIT LYONNAIS NEW YORK BRANCH
1301 Avenue of the Americas
New York, New York  10019           By:  _____________________________________
                                       Title: ________________________________


Address:                            STAR BANK
1350 Euclid Avenue
Suite 211                           By:   /S/  Perry Quick
Cleveland, Ohio  44115                 Title:  Vice President


Address:                            MANUFACTURERS AND TRADERS
One Fountain Plaza                  TRUST COMPANY
Buffalo, New York  14203-1495
                                    By:   /S/  Kevin B. Quinn
                                       Title:  Assistant Vice President


                       (Signatures continued on next page)
<PAGE>
                    (Signatures continued from previous page)

Address:                            U.S. BANK NATIONAL ASSOCIATION
U.S. Bank Place (M.S. MPFP-0802)
601 Second Avenue South             By: /S/  Elliott L. Quigley
Minneapolis, Minnesota  55402          Title:  Vice President
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported)   January 29, 1999
                                                                     

                         Forest City Enterprises, Inc.
             (Exact name of registrant as specified in its charter)

          Ohio                      1-4372                   34-0863886    
(State or other jurisdiction     (Commission              (IRS Employer
    of incorporation)             File Number)             Identification No.)

1100 Terminal Tower, 50 Public Square     Cleveland, Ohio             44113
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code               216-621-6060

         (Former name or former address, if changed since last report.)
Item 5.  Other Events.

This Form 8-K is being filed to submit the following:

Exhibit  20.1 - 
Third  Amendment  to Credit  Agreement,  dated as of January 29,
1999, by and among Forest City Rental  Properties  Corporation,  the banks named
therein,  KeyBank National  Association,  as administrative  agent, and National
City Bank, as syndication agent.

Exhibit  20.2 - 
Third  Amendment  to Guaranty  of Payment of Debt,  dated as of
January 29, 1999, by and among Forest City  Enterprises,  Inc.,  the banks named
therein,  KeyBank National  Association,  as administrative  agent, and National
City Bank, as syndication agent.

Exhibit 20.3 -  Subordination  Agreement,  dated as of January 29, 1999, by and
among Forest City Enterprises, Inc., St. Paul Fire and Marine Insurance Company,
St. Paul  Mercury  Insurance  Company,  St.  Paul  Guardian  Insurance  Company,
Seaboard  Surety  Company,  Economy  Fire &  Casualty  Company,  Asset  Guaranty
Insurance Company,  KeyBank National  Association,  as administrative agent, and
National City Bank, as syndication agent.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                  Forest City Enterprises, Inc.
                                                          (Registrant)

Date     February 11, 1999       By  /S/  Thomas G. Smith   
                                          Thomas G. Smith, Senior Vice President
                                             and Chief Financial Officer
EXHIBIT 20.1
                       THIRD AMENDMENT TO CREDIT AGREEMENT

     This THIRD  AMENDMENT  TO CREDIT  AGREEMENT  is made and entered into as of
this  29th day of  January,  1999 by and among  FOREST  CITY  RENTAL  PROPERTIES
CORPORATION, an Ohio corporation (the "Borrower"), KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent (the "Agent"),  NATIONAL CITY BANK, as Syndication Agent
(the  "Syndication  Agent" and,  together with the Agent,  the "Agents") and the
banks from time to time party hereto (collectively, the "Banks" and individually
a "Bank"). Capitalized terms not otherwise defined herein shall have the meaning
attributed to them in the Credit Agreement, as hereinafter defined.

                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, other than U.S. Bank National Association
(the "Original  Banks"),  and the Agents have previously  entered into a certain
Credit   Agreement  dated  as  of  December 10,   1997,  (the  "Original  Credit
Agreement")  and the  Borrower,  the Banks and the Agents  have also  previously
entered into a First Amendment to Credit Agreement dated as of January 20,  1998
(the "First  Amendment") and a Second  Amendment to Credit Agreement dated as of
March 6, 1998 (the "Second Amendment";  the Original Credit Agreement as amended
by the First Amendment and the Second  Amendment being referred to herein as the
"Credit Agreement"); and

     WHEREAS,  in connection  with the Original  Credit  Agreement,  Forest City
Enterprises,  Inc. (the  "Parent")  made and entered into a certain  Guaranty of
Payment of Debt in favor of the Original Banks,  dated as of  December 10,  1997
(the "Original  Guaranty") and in connection with the First  Amendment,  entered
into a First  Amendment to Guaranty of Payment of Debt in favor of the Banks and
the Agents, dated as of January 20, 1998 (the "First Amendment to Guaranty") and
in  connection  with the Second  Amendment,  entered into a Second  Amendment to
Guaranty  of Payment  of Debt in favor of the Banks and the  Agents  dated as of
March 6,  1998 (the "Second  Amendment to  Guaranty";  the Original  Guaranty as
amended by the First Amendment to Guaranty and the Second  Amendment to Guaranty
being referred to herein as the "Guaranty"); and

     WHEREAS,  the Borrower and the Parent have requested that the Banks and the
Agents agree to certain  amendments to the Credit Agreement and to the Guaranty,
relating to certain  surety bonds  proposed to be obtained by the Parent,  which
indebtedness is not permitted by the terms of the Guaranty; and

     WHEREAS, the Banks and the Agents are willing to amend the Credit Agreement
and the Guaranty, on the respective terms and conditions set forth herein and in
the Third  Amendment  to Guaranty of Payment of Debt (the  "Third  Amendment  to
Guaranty") of even date  herewith,  respectively,  and such terms and conditions
are agreeable to the Borrower and to the Parent; and

     WHEREAS,  the  Borrower,  the Banks,  and the Agent  desire to make certain
further  amendments  to the Credit  Agreement,  all on the terms and  conditions
herein set forth, which further amendments are acceptable to the Parent.
NOW, THEREFORE, it is mutually agreed as follows:

     1. AMENDMENT TO ARTICLE I OF THE CREDIT AGREEMENT.

     (a)  Amendment of  Definition  of "Funded  Indebtedness".  Article I of the
Credit  Agreement  is hereby  amended  by  deleting  the  definition  of "Funded
Indebtedness"  contained therein and replacing it with the following  definition
of "Funded Indebtedness":

     "Funded   Indebtedness"  means  indebtedness   (including  any  renewal  or
extension in whole or in part, but excluding indebtedness for borrowed money)
that  matures or remains  unpaid more than twelve (12) months  after the date on
which such indebtedness was originally incurred.

     (b)  Addition of  Definition  of  "Indemnity  Agreement".  Article I of the
Credit  Agreement  hereby amended by adding thereto the following  definition of
"Indemnity Agreement":

          "Indemnity  Agreement"  shall  mean  collectively,  (i)  that  certain
     General Indemnity Agreement dated as of November 6, 1998 by and between the
     Parent and the Surety (other than Asset  Guaranty  Insurance  Company),  as
     amended by the St. Paul Surety  Amendment  to General  Indemnity  Agreement
     dated as of  November  6,  1998 and (ii)  that  certain  General  Indemnity
     Agreement  dated as of December 3, 1998 by and between the Parent and Asset
     Guaranty  Insurance  Company,  as amended by the Asset  Guaranty  Insurance
     Company  Amendment to General  Indemnity  Agreement dated as of December 3,
     1998 and as each such Indemnity Agreement may be further amended,  restated
     or otherwise modified.

     (c) Addition of Definition of "Surety".  Article I of the Credit  Agreement
is hereby amended by adding thereto the following definition of "Surety":

          "Surety"  means,  collectively,  St.  Paul Fire and  Marine  Insurance
     Company,  St. Paul Mercury Insurance  Company,  St. Paul Guardian Insurance
     Company, Seaboard Surety Company, Economy Fire & Casualty Company and Asset
     Guaranty Insurance Company.

     (d)  Addition  of  Definition  of "Surety  Bonds".  Article I of the Credit
Agreement  is hereby  amended by adding  thereto  the  following  definition  of
"Surety Bonds":

          "Surety   Bonds"  means  the  bonds,   undertakings   and  other  like
     obligations  executed  by Surety  for the Parent  subject to the  Indemnity
     Agreement and the Subordination Agreement.

     (e) Addition of Definition of "Subordination  Agreement".  Article I of the
Credit Agreement is hereby amended by adding thereto the following definition of
"Subordination Agreement":

          "Subordination  Agreement" means that certain Subordination  Agreement
     dated as of January 29, 1999  executed and delivered by the Surety in favor
     of the Agents and the Banks, as such Subordination Agreement may, from time
     to time, be amended, restated or otherwise modified.
2. AMENDMENT TO SECTION 3.06 OF THE CREDIT AGREEMENT.

     (a) Amendment to Section  3.06(a).  Section 3.06(a) of the Credit Agreement
shall  be  amended  by  deleting  the  first  sentence   contained  therein  and
substituting therefor the following sentence:

     The Banks agree to make available to the Borrower letters of credit, issued
by the Agent,  pursuant to their respective  Revolving Loan Commitments up to an
aggregate amount at any one time outstanding of $30,000,000  minus the aggregate
principal  amount of all then  outstanding  Surety Bonds issued by the Surety on
behalf of the Parent pursuant to the Indemnity Agreement.

     (b) Amendment to Section  3.06(f).  Section 3.06(f) of the Credit Agreement
shall  be  amended  by  deleting  the  first  sentence   contained  therein  and
substituting therefor the following sentence:

     The  delivery  of  each  Letter  of  Credit   Request  shall  be  deemed  a
representation  and  warranty  by the  Borrower  that  such  letter of credit as
requested in such Letter of Credit Request may be issued in accordance  with and
will not violate  the  requirements  of this  Section  3.06 and shall  include a
representation  and warranty as to the  aggregate  principal  amount of all then
outstanding Surety Bonds.

     3. AMENDMENT TO SECTION 7.05 OF THE CREDIT AGREEMENT.

     (a) Amendment to  Section 7.05(a).  Section 7.05(a) of the Credit Agreement
shall be  amended  by adding  after  the  phrase  "forty-five  (45)  days,"  the
following parenthetical :

     (or fifty (50) days so long as the Parent shall not have  reported an Event
of Default under the Guaranty to the Securities and Exchange  Commission  during
such  fiscal  period  nor on its most  recent  filing  with the  Securities  and
Exchange Commission).

     (b) Amendment to  Section 7.05(b).  Section 7.05(b) of the Credit Agreement
shall be amended by adding after the phrase  "ninety  (90) days," the  following
parenthetical :

     (or ninety-five  (95) days so long as the Parent shall not have reported an
Event of Default under the Guaranty to the  Securities  and Exchange  Commission
during such fiscal period nor on its most recent filing with the  Securities and
Exchange Commission).

     4. ADDITION OF  SECTION 7.19  TO THE CREDIT  AGREEMENT.  Article VII of the
Credit  Agreement  shall be amended  by adding a new  Section 7.19  as  follows:
        SECTION 7.19.  YEAR 2000 COMPLIANCE  EFFORTS.  The Borrower will, and 
will cause each  Subsidiary  to, take all  reasonable  actions to ensure that 
its  computerbased systems are able to effectively process data, including dates
on and afterJanuary 1,  2000 and to avoid  serious  disruption to its business 
or operations and will notify the Agent of any  material  risk of its  inability
to so process data and avoid serious  disruption which could have a Material 
Adverse Effect on such Person.
5. AMENDMENT TO SECTION 8.04 OF THE CREDIT  AGREEMENT. 
 Section 8.04 of the Credit Agreement shall be amended by deleting the word "or"
immediately  before subsection (c),  adding the word "or" at the end of
subsection (c)  and adding a new  subsection (d)  as follows:

     (d) indebtedness under any interest rate swap agreement,  interest rate cap
agreement,  interest  rate  collar  agreement  or  other  similar  agreement  or
arrangement  provided  by one or both of the  Agents  and  offered on a Pro rata
basis to the Banks and  designed to hedge the  position  of the  Borrower or any
Subsidiary  with respect to interest rates,  relating to indebtedness  otherwise
permitted  under this  Section 8.04. 

 6. ADDITION OF SECTION 8.15 TO THE CREDIT AGREEMENT. Article VIII of the Credit
Agreement shall be amended by adding a new Section 8.15 as follows:

     SECTION 8.15.  CROSS  COLLATERALIZATION  AND CROSS  DEFAULTS.  The Borrower
shall not and shall not permit any Subsidiary to  (a) cross-default  or agree to
cross-default any indebtedness  permitted under this Agreement to this Agreement
or the Debt incurred  hereunder;  (b) agree to any of the financial covenants of
Borrower  contained  herein under any other  indebtedness  permitted  under this
Agreement which would effectuate a cross-default with this Agreement or the Debt
incurred hereunder; or (c) cross-collateralize,  or agree to cross-collateralize
indebtedness owing to any one lender under one or more different loan agreements
or arrangements,  provided, that the cross-defaulted and/or cross-collateralized
indebtedness set forth on Schedule 8.15 attached hereto shall be permitted.

     Notwithstanding  the  foregoing  clauses  of this  Section  8.15,  (i) with
respect to construction projects which are constructed in multiple phases and/or
stabilized  properties,  Borrower  and any  Subsidiary  shall  be  permitted  to
cross-default and/or  cross-collateralize  any indebtedness permitted under this
Agreement,   but  only  if  the   phases  to  be   cross-collateralized   and/or
cross-defaulted  consist of a single identifiable project; and (ii) in the event
of a completion guaranty of a construction loan, the Borrower and any Subsidiary
shall be permitted to (a)  cross-default  any indebtedness  permitted under this
Agreement with this Agreement or the Debt created  hereunder or (b) agree to any
of the  financial  covenants  of the Borrower  contained  herein under any other
indebtedness  permitted under this Agreement  which  effectuates a cross-default
with this Agreement or the Debt incurred hereunder; provided that the completion
guaranty and any other relevant  documents  relating to such  construction  loan
provide that if the construction project is performing (i.e.  construction is on
schedule and on budget) and  otherwise the  construction  loan is not in default
(after any required  notice and the lapse of any  applicable  cure  period),  an
Event of Default under this Agreement shall not permit the  construction  lender
to  terminate  funding  and  to  call  upon  its  completion  guaranty  to  fund
construction  costs. In order for a construction lender to call a default due to
an Event of Default under this Agreement,  the Banks must have provided  written
notice of the Event of Default to the Borrower and all  applicable  cure periods
shall have lapsed without remedy.

     7.  ADDITION OF  SECTION 9.24  TO THE CREDIT  AGREEMENT.  Article IX of the
Credit Agreement shall be amended by adding a new Section 9.24 as follows:
SECTION 9.24.  YEAR 2000  COMPLIANCE.  The Borrower and each Subsidiary has
taken,  and will  continue to take,  all  reasonable  actions to insure that its
computer based systems are able to effectively process data,  including dates on
and after  January 1,  2000 and to avoid  serious  disruption to its business or
operations.

     8.  ADDITION  OF SECTION  10.11 TO THE CREDIT  AGREEMENT.  Article X of the
Credit Agreement shall be amended by adding a new Section 10.11 as follows:

     SECTION 10.11.  DEFAULT UNDER SUBORDINATION  AGREEMENT.  (a)  If the Parent
defaults in the performance of any obligation in the Subordination  Agreement or
in the performance of any other  agreement,  covenant,  term or condition in the
Subordination  Agreement  (which  default  shall  only be an  Event  of  Default
hereunder  when  Agent  provides  written  notice of such  default to the Parent
and/or the Borrower).

     8. REPRESENTATIONS AND WARRANTIES.  The Borrower represents and warrants to
the Agents and the Banks as follows:

     (a)  INCORPORATION  OF  REPRESENTATIONS  AND  WARRANTIES.  Each  and  every
representation  and  warranty  made by the  Borrower in Article IX of the Credit
Agreement is incorporated  herein as if fully rewritten  herein at length and is
true, correct and complete as of the date hereof;

     (b) REQUISITE AUTHORITY. The Borrower has all requisite power and authority
to execute and deliver and to perform its  obligations  in respect of this Third
Amendment to Credit Agreement and each and every other  agreement,  certificate,
or document required by this Third Amendment to Credit Agreement;

     (c) DUE  AUTHORIZATION;  VALIDITY.  The  Borrower  has taken all  necessary
action to authorize the execution, delivery, and performance by it of this Third
Amendment  to  Credit  Agreement  and  every  other  instrument,  document,  and
certificate relating thereto.  This Third Amendment to Credit Agreement has been
duly  executed and  delivered by the Borrower and when executed and delivered by
the Borrower  will be a legal,  valid,  and binding  obligation  of the Borrower
enforceable against it in accordance with its terms; and

     (d) NO CONSENT. No consent,  approval, or authorization of, or registration
with, any governmental  authority or other Person is required in connection with
the  execution,  delivery,  and  performance  of this Third  Amendment to Credit
Agreement and the transactions contemplated hereby.

     9. CONDITIONS TO CLOSING OF THIRD AMENDMENT.

     (a) CLOSING  CONDITIONS.  Except as  otherwise  expressly  provided in this
Third Amendment to Credit  Agreement,  prior to or  concurrently  with the Third
Amendment Closing Date (as hereinafter defined),  and as conditions precedent to
the effectiveness of the amendments to the Credit Agreement provided for herein,
the following actions shall be taken, all in form and substance  satisfactory to
the Agents and the Banks and their respective counsel:
(i) CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver
               or cause to be delivered to the Agent and the Banks the following
               documents,  in all cases  duly  executed,  and  delivered  by the
               Borrower and/or the Parent, and/or certified, as the case may be:

               (1)  Certified   copies  of  the  resolutions  of  the  board  of
directors of the Borrower  evidencing approval of the execution,  delivery,  and
performance of this Third Amendment to Credit Agreement;
               (2)  Certified copies of resolutions of the Board of Directors of
the Parent evidencing  approval of the execution,  delivery,  and performance of
the Third Amendment to Guaranty;
               (3)  Copies of the  Articles of  Incorporation  of the  Borrower,
certified by the Ohio Secretary of State as of a recent date;

               (4) Copies of the Articles of Incorporation of the Parent, 
certified by the Ohio Secretary of State as of a recent date;

               (5) Code of Regulations of the Borrower, certified as true and
 complete as of the Third  Amendment  Closing Date by the secretary of Borrower;

               (6) Code of Regulations of the Parent, certified as true and 
complete as of the Third Amendment Closing Date by the secretary of the Parent;

               (7) A good standing  certificate from the State of Ohio for the
Borrower;  
               (8) A good standing certificate from the State of Ohio for the
Parent;

               (9)  A certificate of the secretary or assistant secretary of the
Borrower  certifying  the names of the  officers of Borrower authorized to sign
this Third Amendment to Credit Agreement, together with the true signatures of 
such officers;
`              (10) Acertificate of the secretary or assistant secretary of the
Parent certifying the names of the officers of the Parent authorized to sign the
Third Amendment to Guaranty, together with the true signatures of such officers;

               (11)  Counterparts  of the Third  Amendment  to Credit  Agreement
executed and delivered  by the  Borrower,  the  Agents,  and  the  Banks,  and  
the  Parent's Acknowledgement of the Third Amendment to Credit Agreement;
(12)    Counterparts of  the Third Amendment to Guaranty,
executed and delivered by the Parent, the Agents, and the Banks;

               (13)    A certificate of the secretary or assistant secretary of 
the Borrower certifying that as of the date of this Third Amendment to Credit   
Agreement no Event of Default or Possible Default exists under the Credit
Agreement; and

               (14)    A Subordination Agreement duly executed and  delivered by
the Surety; and

               (15)    opinions of counsel for the Surety as to the due
authorization, execution, delivery, legality, validity and enforceability of the
Subordination Agreement and such other matters as the Agent or the Banks may 
request.

     (ii) OPINION OF COUNSEL FOR PARENT. The Borrower shall deliver or caused to
be delivered to the Agents and the Banks a favorable  opinion of counsel for the
Parent as to the due  authorization,  execution,  and  delivery,  and  legality,
validity,  and  enforceability of the Third Amendment to Guaranty and such other
matters as the Agent or the Banks may request.

     (iii) OPINION OF COUNSEL FOR BORROWER. The Borrower shall deliver or caused
to be delivered  to the Agents and the Banks a favorable  opinion of counsel for
the Borrower as to the due authorization, execution, and delivery, and legality,
validity, and enforceability of the Third Amendment to Credit Agreement and such
other matters as the Agent or the Banks may request.

     (iv)  PAYMENT OF FEES TO BANKS.  On or before the Third  Amendment  Closing
Date, the Borrower shall have paid to the Agents and the Banks all costs,  fees,
and expenses  incurred by them through the Third  Amendment  Closing Date in the
preparation,  negotiation,  and  execution  of this  Third  Amendment  to Credit
Agreement and the Third Amendment to Guaranty  (including,  without  limitation,
legal fees and expenses of Thompson Hine & Flory LLP), together with a fee in an
amount  equal to  $107,500.  The  Borrower  shall  pay such fee to the Agent for
distribution  to the  Banks  Pro  rata,  based  upon the  Maximum  Amount of the
Revolving Loan Commitment of each Bank.

     (b) DEFINITION. The "Third Amendment Closing Date" shall mean the date this
Third  Amendment to Credit  Agreement is executed and delivered by the Borrower,
the Banks and the  Agents  and all the  conditions  set forth in  subsection (a)
above have been satisfied or waived in writing by the Agent.

     10. NO WAIVER. Except as otherwise expressly provided herein, the execution
and delivery of this Third  Amendment to Credit  Agreement by the Agents and the
Banks shall not constitute a waiver or release of any obligation or liability of
the Borrower under the Credit Agreement as in effect prior to the  effectiveness
of this Third  Amendment to Credit  Agreement  or as amended  hereby or waive or
release any Event of Default or Possible Default existing at any time.
11. EFFECT ON OTHER  PROVISIONS.  Except as expressly amended by this Third
Amendment to Credit Agreement,  all provisions of the Credit Agreement  continue
unchanged  and in full force and effect and are hereby  confirmed  and ratified.
All  provisions  of the  Credit  Agreement  shall be  applicable  to this  Third
Amendment to Credit Agreement.

     IN WITNESS WHEREOF,  the parties hereto,  each by an officer thereunto duly
authorized,  have caused this Third Amendment to Credit Agreement to be executed
and delivered as of the date first above written.

Address:                          FOREST CITY RENTAL PROPERTIES
1100 Terminal Tower               CORPORATION
Cleveland, Ohio  44113

                                  By:   /S/ Thomas G. Smith
                                  Title:  Vice President and Assistant Secretary

Address:                          KEYBANK NATIONAL ASSOCIATION,
127 Public Square                 Individually and as Administrative Agent
Cleveland, Ohio  44114
                                  By:   /S/  Scott A. Childs
                                        Title:  Assistant Vice President

Address:                          NATIONAL CITY BANK, Individually and
1900 East Ninth Street            as Syndication Agent
Cleveland, Ohio  44114
                                  By:   /S/  Anthony DiMare
                                       Title:  Senior Vice President

Address:                          THE HUNTINGTON NATIONAL BANK
917 Euclid Avenue
Cleveland, Ohio  44114            By:   /S/  M.W. Stachur
                                       Title: Vice President

Address:                          COMERICA BANK
Overnight Mail:
500 Woodward Avenue               By:  /S/  David J. Campbell
Detroit, Michigan  48226               Title: Vice President
7th Floor

U.S.  Mail:
PO Box 75000
Detroit, Michigan  48275-3256

                      (Signatures continued on next page.)
(Signatures continued from previous page.)

Address:                          FIRST MERIT BANK
123 West Prospect Avenue
Cleveland, Ohio  44115            By:    John Neumann
                                      Title: Vice President

Address:                          CREDIT LYONNAIS NEW YORK BRANCH
1301 Avenue of the Americas
New York, New York  10019         By:
                                      Title:

Address:                          STAR BANK
1350 Euclid Avenue
Suite 211                         By: /S/  Perry Quick
Cleveland, Ohio  44115                Title: Vice President

Address:                          MANUFACTURERS AND TRADERS
One Fountain Plaza                TRUST COMPANY
Buffalo, New York  14203-1495
                                  By:   /S/  Kevin Quinn
                                       Title: Assistant Vice President

Address:                          U.S. BANK NATIONAL ASSOCIATION
U.S. Bank Place (M.S. MPFP-0802)
601 Second Avenue South           By: /S/  Elliott L. Quigley
Minneapolis, Minnesota  55402         Title: Vice President
CONSENT OF GUARANTOR

     FOREST CITY ENTERPRISES,  INC., an Ohio  corporation,  Guarantor under that
certain  Guaranty of Payment of Debt issued on or about  December 10,  1997,  as
amended  (the  "Guaranty  of Payment of Debt") to and in favor of the Agents and
the Banks in respect of, inter  alia.,  the  indebtedness  of FOREST CITY RENTAL
PROPERTIES  CORPORATION  under the Credit Agreement  referenced in the foregoing
Third Amendment to Credit Agreement, hereby acknowledges that it consents to the
foregoing Third  Amendment to Credit  Agreement and confirms and agrees that its
Guaranty of Payment of Debt, as amended to the date hereof,  is and shall remain
in full force and effect with respect to the Credit Agreement as in effect prior
to, and from and after,  the amendment  thereof  pursuant to the foregoing Third
Amendment to Credit Agreement.

Dated: 1/29/99                    FOREST CITY ENTERPRISES, INC.

                                  By:  /S/  Charles A. Ratner
                                   Title: Chief Executive Officer and President
EXHIBIT 20.2
                 THIRD AMENDMENT TO GUARANTY OF PAYMENT OF DEBT

     This THIRD AMENDMENT TO GUARANTY OF PAYMENT OF DEBT (this "Third  Amendment
to Guaranty")  is made and entered into as of this 29th day of January,  1999 by
and among FOREST CITY ENTERPRISES,  INC., an Ohio corporation (the "Guarantor"),
KEYBANK NATIONAL  ASSOCIATION,  as Administrative Agent (the "Agent"),  NATIONAL
CITY BANK, as Syndication Agent (the "Syndication  Agent" and, together with the
Agent, the "Agents") and the banks from time to time party hereto (the "Banks"),

                              W I T N E S S E T H;

     WHEREAS,  Forest City Rental Properties  Corporation (the "Borrower"),  the
Banks, other than U.S. Bank National Association (the "Original Banks"), and the
Agents  previously  entered into a certain Credit Agreement dated as of December
10, 1997 (the "Original Credit Agreement"); and

     WHEREAS,  the Banks required,  as a condition to entering into the Original
Credit  Agreement,  that the Guarantor execute and deliver to the Agents and the
Original  Banks a certain  Guaranty of Payment of Debt,  dated December 10, 1997
(the  "Original  Guaranty")  and the  Guarantor  agreed to and did  execute  and
deliver the Original Guaranty to the Agents and the Original Banks; and

     WHEREAS,  the  Borrower,  the Banks,  and the Agents  have also  previously
entered into a First Amendment to Credit Agreement, dated as of January 20, 1998
(the "First  Amendment to Credit  Agreement")  and a Second  Amendment to Credit
Agreement,  dated  as  of  March  6,  1998  (the  "Second  Amendment  to  Credit
Agreement"); and

     WHEREAS,  the Banks  required,  as a condition  to entering  into the First
Amendment to Credit  Agreement,  that the  Guarantor  execute and deliver to the
Agents and the Banks a certain  First  Amendment to Guaranty of Payment of Debt,
dated January 20, 1998 and the  Guarantor  agreed to and did execute and deliver
the First  Amendment to Guaranty of Payment of Debt (the "First  Amendment")  to
the Agents and the Banks; and

     WHEREAS,  the Banks  required  as a condition  to entering  into the Second
Amendment to Credit  Agreement,  that the  Guarantor  execute and deliver to the
Agents and the Banks a certain Second  Amendment to Guaranty of Payment of Debt,
dated  March  6,  1998  (together  with the  First  Amendment  and the  Original
Guaranty,  the  "Guaranty")  and the  Guarantor  agreed to and did  execute  and
deliver  the Second  Amendment  to Guaranty of Payment of Debt to the Agents and
the Banks; and

     WHEREAS,  the Borrower and the Guarantor  have requested that the Banks and
the  Agents  agree to certain  amendments  to the  Credit  Agreement  and to the
Guaranty; and

     WHEREAS,  the Borrower,  the Banks and the Agents have entered into a Third
Amendment to Credit  Agreement  dated as of the date hereof  (together  with the
First Amendment to Credit  Agreement,  the Second  Amendment to Credit Agreement
and the Original Credit Agreement, the "Credit Agreement"), that requires as one
its  conditions  that Guarantor  enter into this Third  Amendment to Guaranty of
Payment of Debt.
NOW, THEREFORE, it is mutually agreed as follows:

     1. AMENDMENTS TO SECTION 1 OF THE GUARANTY.

     (a)  ADDITION OF  DEFINITION  OF  "INDEMNITY  AGREEMENT".  Section 1 of the
Guaranty  is hereby  amended  by adding  thereto  the  following  definition  of
"Indemnity Agreement":

          "Indemnity  Agreement"  shall  mean  collectively,  (i)  that  certain
     General Indemnity Agreement dated as of November 6, 1998 by and between the
     Guarantor and the Surety (other than Asset Guaranty Insurance Company),  as
     amended by the St. Paul Surety  Amendment  to General  Indemnity  Agreement
     dated as of  November  6,  1998 and (ii)  that  certain  General  Indemnity
     Agreement  dated as of December 3, 1998 by and  between the  Guarantor  and
     Asset  Guaranty  Insurance  Company,  as  amended  by  the  Asset  Guaranty
     Insurance  Company  Amendment to General  Indemnity  Agreement  dated as of
     December  3,  1998 and as each  such  Indemnity  Agreement  may be  further
     amended, restated or otherwise modified.

     (b) ADDITION OF DEFINITION OF "SURETY". Section 1 of the Guaranty is hereby
amended by adding thereto the following definition of "Surety":

          "Surety"  means,  collectively,  St.  Paul Fire and  Marine  Insurance
     Company,  St. Paul Mercury Insurance  Company,  St. Paul Guardian Insurance
     Company, Seaboard Surety Company, Economy Fire & Casualty Company and Asset
     Guaranty Insurance Company.

     (c) ADDITION OF DEFINITION OF "SURETY BONDS".  Section 1 of the Guaranty is
hereby amended by adding thereto the following definition of "Surety Bonds":

          "Surety   Bonds"  means  the  bonds,   undertakings   and  other  like
     obligations  executed  by Surety for  Guarantor  subject  to the  Indemnity
     Agreement and the Subordination Agreement.

     (d) ADDITION OF DEFINITION OF "SUBORDINATION  AGREEMENT".  Section 1 of the
Guaranty  is hereby  amended  by adding  thereto  the  following  definition  of
"Subordination Agreement":

          "Subordination  Agreement" means that certain Subordination  Agreement
     dated as of January 29, 1999  executed and delivered by the Surety in favor
     of the Agents and the Banks, as such Subordination Agreement may, from time
     to time,  be amended,  restated or  otherwise  modified.

     2. AMENDMENT TO SECTION 7 OF THE GUARANTY. Section 7 of the Guaranty shall
be amended by adding a new paragraph at the end of such Section as follows:

          The Guarantor  further  represents  and warrants that it has taken and
     will  continue to take all  reasonable  actions to insure that its computer
     based systems are able to effectively  process data,  including dates on or
     after  January 1,  2000 and to avoid serious  disruption to its business or
     operations.
3. AMENDMENT TO SECTION 9.7 OF THE GUARANTY.

     (a) AMENDMENT TO SECTION  9.7(a).  Section 9.7(a)  of the Guaranty shall be
amended  by adding  after the  phrase  "forty-five  (45)  days,"  the  following
parenthetical :

     (or fifty (50) days so long as the Guarantor will not be reporting an Event
of Default on such Form 10-Q report).

     (b) AMENDMENT TO SECTION 9.7 (b).  Section  9.7(b) of the Guaranty shall be
amended  by adding  after the  phrase  "forty-five  (45)  days,"  the  following
parenthetical :

     (or fifty (50) days so long as the  Guarantor  shall not have  reported  an
Event of Default to the  Securities and Exchange  Commission  during such fiscal
period  nor  on  its  most  recent  filing  with  the  Securities  and  Exchange
Commission).

     (c) AMENDMENT TO SECTION  9.7(c).  Section  9.7(c) of the Guaranty shall be
amended  by  adding  after  the  phrase   "ninety  (90)  days,"  the   following
parenthetical :

     (or ninety-five  (95) days so long as the Parent shall not have reported an
Event of Default to the  Securities and Exchange  Commission  during such fiscal
period  nor  on  its  most  recent  filing  with  the  Securities  and  Exchange
Commission).

     4. AMENDMENT TO SECTION 9.10 OF THE GUARANTY.  Section 9.10 of the Guaranty
shall be amended by adding new subsections (j) and (k) as follows:

          (j) any  indebtedness or obligations of the Guarantor under the Surety
     Bonds or the Indemnity Agreement to a maximum aggregate principal amount of
     $30,000,000.00  minus the aggregate  stated amount of all letters of credit
     then  outstanding  for the  account of the  Borrower  under the  Agreement;
     provided such indebtedness is fully  subordinated to the obligations of the
     Guarantor under this Guaranty as set forth in the Subordination Agreement.

          (k) any  indebtedness  of the  Guarantor  under any interest  rate cap
     agreement,  interest rate collar agreement, interest rate swap agreement or
     other  similar  agreement  or  arrangement  provided  by one or both of the
     Agents and  offered on a Pro rata basis to the Banks and  designed to hedge
     the  position  of the  Guarantor  or any Company  with  respect to interest
     rates, relating to indebtedness otherwise permitted under this Guaranty.

     5. AMENDMENT TO SECTION 9.15 OF THE GUARANTY.  Section 9.15 of the Guaranty
shall be amended by deleting it in its  entirety and  substituting  therefor the
following Section 9.15:
9.15 CONSOLIDATED  SHAREHOLDER'S  GAAP EQUITY.  The Guarantor will not
     permit at any time, the Consolidated  Shareholder's  GAAP Equity to be less
     than  (a) on  the  Closing  Date,   Two  Hundred   Fifty  Million   Dollars
     ($250,000,000),  (b) on each Fiscal  Quarterly Date thereafter  (other than
     the January 31  Fiscal Quarterly Date), the sum of (i) (A) during the first
     year  following  the  Closing  Date,  Two  Hundred  Fifty  Million  Dollars
     ($250,000,000)  and  (B) at all  times  thereafter,  the  computed  minimum
     Consolidated  Shareholder's  GAAP  Equity  for  the  immediately  preceding
     January 31 Fiscal  Quarterly Date as calculated  pursuant to subsection (c)
     below,  plus (ii) one  hundred percent (100%) of the cash proceeds from any
     sale or  issuance  of equity plus  (iii) twenty-five  percent  (25%) of the
     Guarantor's  consolidated GAAP net income for the year-to-date period ended
     on such Fiscal  Quarterly Date and (c) on each January 31  Fiscal Quarterly
     Date after the Closing  Date,  the sum of (i) (X) for the first  January 31
     Fiscal Quarterly Date following the Closing Date, Two Hundred Fifty Million
     Dollars  ($250,000,000)  and (Y) for each January 31 Fiscal  Quarterly Date
     thereafter, the computed minimum Consolidated Shareholder's GAAP Equity for
     the immediately  preceding  January 31 Fiscal Quarterly Date, plus (ii) one
     hundred  percent  (100%) of the cash  proceeds from any sale or issuance of
     equity, plus (iii) fifty percent (50%) of the Guarantor's consolidated GAAP
     net income for the fiscal year just ended. In addition to the foregoing, on
     January  31,  1999  and at all  times  thereafter,  the  base  Consolidated
     Shareholder's  GAAP Equity shall  increase  from Two Hundred  Fifty Million
     Dollars   ($250,000,000)   to  Two  Hundred  Sixty  Five  Million   Dollars
     ($265,000,000).

     6. AMENDMENT TO SECTION 9 OF THE GUARANTY.  Section 9 of the Guaranty shall
be amended by adding a new Section 9.18 and a new Section 9.19 as follows:

          9.18. YEAR 2000 COMPLIANCE EFFORTS.  The Guarantor will and will cause
     each Company to take all  reasonable  actions to assure its computer  based
     systems are able to effectively process data,  including dates on and after
     January  1,  2000  and to  avoid  serious  disruption  to its  business  or
     operations  and the Guarantor will notify the Agent of any material risk of
     the  Guarantor's  or any  Company's  inability to so process data and avoid
     serious  disruption  which  could  have a Material  Adverse  Effect on such
     Person.

          9.19 CROSS  COLLATERALIZATION  AND CROSS DEFAULTS.  The Guarantor will
     not (a) cross-default or agree to cross-default any indebtedness  permitted
     under this Guaranty to this  Guaranty or the Debt;  (b) agree to any of the
     financial  covenants  of the  Guarantor  contained  herein  under any other
     indebtedness  permitted  under this  Agreement  which  would  effectuate  a
     cross-default  with  this  Guaranty  or the  Debt  incurred  hereunder;  or
     (c) cross-collateralize, or agree to cross-collateralize indebtedness owing
     to  any  one  lender  under  one  or  more  different  loan  agreements  or
     arrangements,     provided,     that     the     cross-defaulted     and/or
     cross-collateralized  indebtedness  set  forth  on  Schedule 9.19  attached
     hereto shall be permitted.

          (I)  Notwithstanding  the foregoing clauses of this Section 9.19, with
     respect to  construction  projects which are constructed in multiple phases
     and/or stabilized properties, Borrower and any Subsidiary of Borrower shall
     be permitted to cross-default and/or  cross-collateralize  any indebtedness
     permitted   under   this   Guaranty,   but  only  if  the   phases   to  be
     cross-collateralized   and/or   cross-defaulted   consist   of   a   single
     identifiable  project.  (II)  Notwithstanding the foregoing clauses of this
     Section 9.19, in the event of a completion guaranty of a construction loan,
     the  Borrower  and any  Subsidiary  of Borrower  shall be  permitted to (a)
     cross-default  any  indebtedness  permitted  under this  Guaranty with this
     Guaranty or the Debt or (b) agree to any of the financial  covenants of the
     Borrower contained herein under any other indebtedness permitted under this
     Guaranty which effectuates a cross-default  with this Guaranty or the Debt,
     provided  that the  completion  guaranty and any other  relevant  documents
     relating to such construction loan provide that if the construction project
     is  performing  (i.e.  construction  is on  schedule  and  on  budget)  and
     otherwise  the  construction  loan is not in default  (after  any  required
     notice and the lapse of any  applicable  cure period),  an Event of Default
     under this Guaranty shall not permit the  construction  lender to terminate
     funding  and to call  upon its  completion  guaranty  to fund  construction
     costs. In order for a construction lender to call a default due to an Event
     of Default under this Guaranty, the Banks must have provided written notice
     of the Event of Default to the  Borrower  and all  applicable  cure periods
     shall have lapsed without remedy.

     7.  ADDITION OF SECTION  10(i) OF THE  GUARANTY.  Article X of the Guaranty
shall be amended by adding a new section 10(i) as follows:

          (i) if the Parent defaults in the performance of any obligation in the
     Subordination  Agreement  or in the  performance  of any  other  agreement,
     covenant, term or condition in the Subordination Agreement.

     7. REPRESENTATIONS AND WARRANTIES. The Guarantor represents and warrants to
the Agents and each of the Banks as follows:

          (a) INCORPORATION OF  REPRESENTATIONS  AND WARRANTIES.  Each and every
     representation  and  warranty  made by the  Guarantor  in  Section 7 of the
     Guaranty is incorporated  herein as if fully rewritten herein at length and
     is true, correct and complete as of the date hereof and no Event of Default
     or Possible Default exists on such date;

          (b) REQUISITE  AUTHORITY.  The  Guarantor has all requisite  power and
     authority to execute and deliver and to perform its  obligations in respect
     of this Third  Amendment  to Guaranty  and each and every other  agreement,
     certificate,  or document required to be delivered as a condition precedent
     to this Third  Amendment  to Guaranty or to the Third  Amendment  to Credit
     Agreement;

          (c) DUE AUTHORIZATION; VALIDITY. The Guarantor has taken all necessary
     action to authorize the execution,  delivery, and performance by it of this
     Third  Amendment  to Guaranty  and every other  instrument,  document,  and
     certificate  relating  thereto.  This Third  Amendment to Guaranty has been
     duly  executed and  delivered  and when  executed and  delivered  will be a
     legal,  valid, and binding obligation of the Guarantor  enforceable against
     it in accordance with its terms; and

          (d)  NO  CONSENT.  No  consent,  approval,  or  authorization  of,  or
     registration  with, any governmental  authority or other Person is required
     in connection with the execution,  delivery,  and performance of this Third
     Amendment to Guaranty and the transactions contemplated hereby.
8.  NO  WAIVER.   Except  as  otherwise   expressly  provided  herein,  the
acceptance,  execution,  and/or  delivery of this Third Amendment to Guaranty by
the  Agents  and the Banks  shall not  constitute  a waiver  or  release  of any
obligation or liability of the  Guarantor  under the Guaranty as in effect prior
to the effectiveness of this Third Amendment to Guaranty or as amended hereby or
waive or release any Event of Default or Possible Default existing at any time.

     9. CONDITIONS TO CLOSING.  Except as otherwise  expressly  provided in this
Third  Amendment to Guaranty,  prior to or  concurrently  with the execution and
delivery of this Third Amendment to Guaranty, and as conditions precedent to the
effectiveness of the amendments to the Guaranty provided for herein,  the Agents
and the Banks and their respective  counsel shall have received such opinions of
counsel  to the  Guarantor,  certified  copies  of  resolutions  of the Board of
Directors of the Guarantor, and such other documents as shall be required by the
Agents,  the Banks, or their respective  counsel to evidence and confirm the due
authorization,  execution, and delivery of this Third Amendment to Guaranty, all
in form and  substance  satisfactory  to the  Agents  and the  Banks  and  their
respective  counsel;  all conditions to the Third Amendment to Credit  Agreement
shall have been  satisfied;  and all costs,  fees, and expenses  required by the
Third  Amendment  to  Credit  Agreement  to have been  paid by the  Borrower  in
connection  with the Third  Amendment  to Credit  Agreement  and/or  this  Third
Amendment to Guaranty shall have been paid.

     10.  CONFIRMATION  OF GUARANTY.  The  Guarantor  hereby  confirms  that the
Guaranty  is in full  force and  effect on the date  hereof  and that,  upon the
amendment herein provided becoming effective, the Guaranty will continue in full
force and effect in accordance with its terms, as hereby amended.
IN WITNESS WHEREOF,  the parties hereto,  each by an officer thereunto duly
authorized,  have caused this Third  Amendment to Guaranty of Payment of Debt to
be executed and delivered as of the date first above written.
    
                                 FOREST CITY ENTERPRISES, INC.

                                 By:  /S/  Thomas G. Smith
                                    Title:  Chief Financial Officer, Senior Vice
                                            President and Secretary

                                 KEYBANK NATIONAL ASSOCIATION,
                                 Individually and as Administrative Agent

                                 By:  /S/  Scott A. Childs
                                    Title:   Assistant Vice President

                                 NATIONAL CITY BANK, Individually and as
                                 Syndication Agent

                                 By:   /S/  Anthony DiMare
                                    Title:   Senior Vice President

                                 THE HUNTINGTON NATIONAL BANK

                                 By:   /S/  M.W. Stachur
                                    Title:   Vice President

                                 FIRST MERIT BANK

                                 By:  /S/  John Neumann
                                    Title: Vice President

                      (Signatures continued on next page.)
(Signatures continued from previous page.)

                                  COMERICA BANK

                                  By:  /S/  David J. Campbell
                                     Title:   Vice President

                                  CREDIT LYONNAIS

                                  By:
                                     Title:

                                  STAR BANK

                                  By:  /S/  Perry Quick
                                     Title:   Vice President

                                  MANUFACTURERS AND TRADERS
                                  TRUST COMPANY

                                  By:  /S/  Kevin Quinn
                                     Title:   Assistant Vice President

                                  U.S. BANK NATIONAL ASSOCIATION

                                  By:  /S/  Elliott L. Quigley
                                     Title:   Vice President
EXHIBIT 20.3
                             SUBORDINATION AGREEMENT

     THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of this 29th day
of  January,  1999,  by  and  among  FOREST  CITY  ENTERPRISES,  INC.,  an  Ohio
corporation (the  "Guarantor"),  ST. PAUL FIRE AND MARINE INSURANCE  COMPANY,  a
Minnesota capital stock company, ST. PAUL MERCURY INSURANCE COMPANY, a Minnesota
capital stock company,  ST. PAUL GUARDIAN INSURANCE COMPANY, a Minnesota capital
stock  company,  SEABOARD  SURETY  COMPANY,  a New York company,  ECONOMY FIRE &
CASUALTY COMPANY, a Minnesota capital stock company and ASSET GUARANTY INSURANCE
COMPANY,  a New York company (each a "Subordinating  Creditor" and collectively,
the "Subordinating Creditors"),  KEYBANK NATIONAL ASSOCIATION, as Administrative
Agent (the "Agent"),  NATIONAL CITY BANK, as Syndication Agent (the "Syndication
Agent" and,  together with the Agents,  the "Agents") and the banks from time to
time party hereto (collectively, the "Banks" and individually a "Bank").

                              W I T N E S S E T H:

     WHEREAS,  Forest City Rental  Properties  Corporation,  an Ohio corporation
(the  "Borrower")  has previously  entered into a Credit  Agreement  dated as of
December 10, 1997 with the Banks, other than U.S. Bank National Association, and
the Agents (the "Original Credit Agreement"),  as amended by the First Amendment
to Credit Agreement dated as of January 20, 1998, among the Borrower,  the Banks
and the  Agents  (the  "First  Amendment"),  as  further  amended  by the Second
Amendment to Credit Agreement dated as of March 6, 1998, among the Borrower, the
Banks and the Agents  (the  "Second  Amendment")  and as further  amended by the
Third  Amendment  to Credit  Agreement  dated as of January 29, 1999 (the "Third
Amendment;" the Original Credit  Agreement,  together with the First  Amendment,
Second  Amendment,   Third  Amendment  and  any  and  all  further   amendments,
restatements,  or other modifications are collectively referred to herein as the
"Credit Agreement"); and

     WHEREAS,  in connection  with the Original  Credit  Agreement the Guarantor
executed  and  delivered a Guaranty of Payment of Debt dated as of December  10,
1997  (the  "Original  Guaranty")  pursuant  to which  the  Guarantor  agreed to
guarantee the payment of all obligations  owing by the Borrower to the Banks and
the Agents under the Credit Agreement; and

     WHEREAS, in connection with the First Amendment, the Guarantor executed and
delivered a First  Amendment  to Guaranty of Payment of Debt dated as of January
20, 1998 (the "First Amendment to Guaranty"),  and in connection with the Second
Amendment,  the Guarantor  executed and delivered a Second Amendment to Guaranty
of  Payment  of Debt  dated  as of March  6,  1998  (the  "Second  Amendment  to
Guaranty") and in connection with the Third  Amendment,  the Guarantor  executed
and  delivered  a Third  Amendment  to  Guaranty  of Payment of Debt dated as of
January 29, 1999 (the "Third  Amendment to  Guaranty";  the  Original  Guaranty,
together  with the First  Amendment to Guaranty,  Second  Amendment to Guaranty,
Third Amendment to Guaranty and any and all further amendments,  restatements or
other modifications are collectively referred to as the "Guaranty"); and
WHEREAS,  the Guarantor  has  previously  entered into a General  Indemnity
Agreement dated as of November 6, 1998 with the Subordinating  Creditors,  other
than  Asset  Guaranty  Insurance  Company,  as amended  by The St.  Paul  Surety
Amendment  to General  Indemnity  Agreement  dated as of  November 6, 1998 (said
General  Indemnity  Agreement  as  amended,  and as it may be from  time to time
further  amended,  restated  or  otherwise  modified,  the "St.  Paul  Indemnity
Agreement"); and

     WHEREAS,  the Guarantor  has  previously  entered into a General  Indemnity
Agreement dated as of December 3, 1998 with Asset Guaranty Insurance Company, as
amended by the Asset Guaranty  Insurance  Company Amendment to General Indemnity
Agreement  dated as of December 3, 1998 (said  General  Indemnity  Agreement  as
amended  and as it may be  from  time  to  time  further  amended,  restated  or
otherwise  modified,  the "Asset  Guaranty  Indemnity  Agreement";  the St. Paul
Indemnity  Agreement and the Asset Guaranty Indemnity Agreement are collectively
referred to herein as the "Indemnity Agreement"); and

     WHEREAS,  the execution  delivery of this Agreement is required in order to
induce the Banks and the Agents to enter into the Third  Amendment and the Third
Amendment to Guaranty.

     NOW, THEREFORE, for valuable consideration,  the sufficiency and receipt of
which are hereby acknowledged,  the Guarantor,  the Subordinating Creditors, the
Banks and the Agents agree as follows:

     1. Definitions.  In addition to capitalized terms defined elsewhere in this
Agreement, the following terms have the following meanings:

     "Bank  Liabilities"  means all  Liabilities  of the Guarantor  owed, due or
payable to the Banks and the Agents under or in respect of the Guaranty.

     "Business Day" means a day on which Cleveland,  Ohio banks are open for the
transaction
of business of a nature required for the purposes of this Agreement.

     "Cash  Payment" means an absolute and final Payment of cash or the absolute
and final  transfer of all rights of  ownership of property in  satisfaction  of
Bank Liabilities.

     "Event  of  Default"  shall  have the  meaning  given  to such  term in the
Guaranty.

     "Junior Liabilities" means all Liabilities,  claims and rights due, owed or
payable to the  Subordinating  Creditors  under or in  respect of the  Indemnity
Agreement.  The maximum aggregate principal amount of such Liabilities shall not
exceed Thirty Million Dollars ($30,000,000).

     "Liabilities"  means all  obligations  and  liabilities of the Guarantor of
every kind and  description,  whether  indebtedness,  principal of indebtedness,
interest on indebtedness,  fees, expense  reimbursements,  premiums, on account,
contract or other claim, howsoever created, arising or evidenced, whether direct
or indirect,  absolute or  contingent,  joint and/or  several,  now or hereafter
existing, or due or to become due (including,  without limitation, any costs and
expenses of collection and enforcement thereof).
"Payment" means any transfer, delivery,  distribution,  assignment, pledge,
grant,  conveyance  or  other  action  whereby  cash or other  property  (or any
interest therein) is given or received.

     "Scheduled  Payment"  means the regularly  scheduled  [monthly,  quarterly,
annual]  cash  payments to  Subordinated  Creditors  of premiums  owed under the
Indemnity  Agreement (but not any Payments arising out of any losses,  claims or
obligations incurred by the Subordinating Creditors by reason of having executed
any bonds for the Guarantor).

     2.  Representations  of the  Subordinating  Creditors.  Each  Subordinating
Creditor  represents  and warrants  that this  Agreement  is a legal,  valid and
binding  obligation  enforceable  against it in accordance with its terms.  Each
Subordinating  Creditor  further  represents  and warrants  that, as of the date
hereof, all Junior Liabilities are evidenced by the Indemnity Agreement and that
a true,  correct and  complete  copy of the  Indemnity  Agreement  as issued and
delivered  by the  Guarantor  has been  delivered  to the  Banks.  In the  event
additional Junior Liabilities are hereafter created, each Subordinating Creditor
will from time to time,  (a) promptly  notify the Agent of the  creation  of any
Junior  Liabilities  and of the  issuance  of any  instrument  to  evidence  the
issuance of any Junior  Liabilities,  and (b) promptly  cause any Liabilities to
the  Subordinating  Creditors,  except for those Liabilities which are permitted
pursuant  to  Section  9.12 of the  Guaranty,  which  are not  evidenced  by the
Indemnity Agreement or other instrument of the Guarantor to be so evidenced with
language reasonably satisfactory to the Agent.

     3.  Subordination.  The  Payment,  the  demand  for  Payment,  the right of
collection  or  enforcement,   and  the  exercise  of  remedies  of  all  Junior
Liabilities,  whether for principal or interest, or premiums,  penalties,  fees,
charges, expenses in respect thereof, shall be postponed and subordinated in all
respects,  to the Cash Payment in full of all Bank  Liabilities  and no Payments
whatsoever  in respect of any Junior  Liabilities  shall be made,  nor shall any
property  or assets  of, the  Guarantor  be  applied  to the  purchase  or other
acquisition  or retirement of any Junior  Liabilities  until the Cash Payment in
full of all Bank Liabilities. Notwithstanding the foregoing, however, so long as
no Event of Default shall have occurred and be  continuing,  Scheduled  Payments
may be made in the manner provided in the Indemnity Agreement.

     4. Retention of Scheduled Payments. If any holder of the Junior Liabilities
receives a Scheduled Payment from the Guarantor, such Scheduled Payment shall be
deemed to constitute a representation  of the Guarantor to the Banks, the Agents
and the Subordinating Creditors that no Event of Default shall have occurred and
be  continuing  and the  Subordinating  Creditors  shall be entitled to keep and
retain such  Scheduled  Payment unless prior to the date on which such Scheduled
Payment is made or within thirty (30) days after such date, the Agents, any Bank
or any holder of the Bank  Liabilities  shall have  notified  the  Subordinating
Creditors,  by  telephone,  telex,  telefax or otherwise  by oral  communication
(which means of notice  shall be an exception to Paragraph 23 herein),  promptly
confirmed  in  writing,  that an Event of  Default  existed  at the time of such
Scheduled   Payment  to  the   Subordinating   Creditors,   in  which  case  the
Subordinating  Creditors  shall forthwith  deliver such Scheduled  Payment or an
amount in cash equal thereto to the Agent in accordance  with the  provisions of
Section 8 of this Agreement.
5.  Subrogation.  To the  extent  that any  holder of the Bank  Liabilities
receives  payments or other  distributions  pursuant to the  provisions  of this
Agreement  which would  otherwise be payable or distributed to the holder of the
Junior Liabilities,  the holder of the Junior Liabilities shall be subrogated to
the rights of the holders of the Bank  Liabilities;  provided,  that neither the
Agents nor the Banks make any  representation or warranty as to the existence or
extent of any such  subrogation  rights.  To the  extent  that the holder of the
Junior  Liabilities  is  subrogated  to the  rights  of any  holder  of the Bank
Liabilities,  the holder of the Junior Liabilities shall not exercise any of the
rights of such holder of the Bank Liabilities  without the prior written consent
of all holders of the Bank  Liabilities  except  after the  termination  of this
Agreement pursuant to Section 20 hereof. For the purpose of such subrogation, no
payments or  distribution  to the holders of the Bank  Liabilities  of any cash,
property or  securities to which the holder of the Junior  Liabilities  would be
entitled except for the provisions of this Agreement,  and no payment,  pursuant
to the provisions of this Agreement,  to the holders of the Bank  Liabilities by
the holder of the Junior  Liabilities,  shall,  as between the  Guarantors,  its
creditors other than the holders of the Bank Liabilities,  and the holder of the
Junior Liabilities,  be deemed to be a payment by the Guarantor to or on account
of the Bank Liabilities.

     6. Bankruptcy.  In the event of any dissolution,  winding up,  liquidation,
readjustment,  reorganization  or  other  similar  proceedings  relating  to the
Guarantor and its creditors, as such, or to its properties (whether voluntary or
involuntary,  partial or complete,  and whether in  reorganization,  bankruptcy,
insolvency or receivership,  or upon an assignment for the benefit of creditors,
or any other marshalling of the assets and liabilities of the Guarantor,  or any
sale of all or  substantially  all of the assets of the Guarantor,  or either of
them, or otherwise),  the Junior Liabilities are hereby  subordinated as a claim
(to the extent the Junior Liabilities constitute a claim) against the Guarantor,
its estate and its property and assets with regard to the Bank  Liabilities  and
the Bank  Liabilities  shall  first be paid by Cash  Payment in full  before the
Subordinating  Creditors  shall be entitled to receive and to retain any Payment
of any kind or  character in respect of any of the Junior  Liabilities,  and, in
order to implement the foregoing, (a) all payments and distributions of any kind
or character  in respect of the Junior  Liabilities  to which the  Subordinating
Creditors  would be entitled  if the Junior  Liabilities  were not  subordinated
pursuant to this Agreement  shall be made directly to the Agent,  (b) the Agent,
may,  in  its  sole  discretion  and  at  its  sole  option,  on  behalf  of the
Subordinating  Creditors,  file  and  prove  a claim  or  claims  for  the  full
outstanding  amount of all of the Junior  Liabilities  (and promptly  thereafter
shall  provide  the  Subordinating  Creditors  with  notice and copies  thereof;
provided  that the failure of the Agent to provide  such notice and copies shall
not in any way  prejudice  any of the  rights of the  Agents or the Banks or the
obligations  of the  Subordinating  Creditors  under  this  Agreement),  and the
Subordinating  Creditors  shall use their  reasonable best efforts to cause said
claim or claims to be  approved  and all  payments  and other  distributions  in
respect  thereof,  to  which  it has  been  determined  that  the  Subordinating
Creditors  are  entitled,  to  be  made  directly  to  the  Agent,  and  (c) the
Subordinating Creditors hereby irrevocably agree that the Agent may, at its sole
discretion,  in the names of the Subordinating  Creditors or otherwise,  demand,
sue for, collect,  and receive any and all such payments or  distributions,  and
prove,  in any such  proceedings  with  respect  to,  any and all  claims of the
Subordinating  Creditors  relating  to  the  Junior  Liabilities  (and  promptly
thereafter  shall  provide the  Subordinating  Creditors  with notice and copies
thereof;  provided  that the  failure  of the Agent to provide  such  notice and
copies  shall not in any way  prejudice  any of the  rights of the Agents or the
Banks or the obligations of the  Subordinating  Creditors under this Agreement).
The Agent is hereby appointed  attorney-in-fact for the Subordinating  Creditors
with  full  power to act in  their  names  and  stead  for any and all  purposes
relating   to  any   dissolution,   winding   up,   liquidation,   readjustment,
reorganization or other similar  proceeding  relating to the Guarantor.  Neither
the Agent nor the Banks shall have any obligation to the Subordinating Creditors
to collect or attempt to collect any of the Junior Liabilities.

     7. Relative  Rights.  The  provisions of this  Agreement are solely for the
purpose of defining the relative  rights of the holders of Bank  Liabilities  on
the one hand,  and the holders of the Junior  Liabilities on the other hand, and
none of such provisions shall impair, as between the Guarantor and any holder of
the Junior Liabilities,  the obligation of the Guarantor, which is unconditional
and absolute,  to pay to such holder all of the Junior Liabilities in accordance
with the terms hereof,  nor shall any such provisions  prevent any holder of the
Junior  Liabilities  from  exercising  all  remedies   otherwise   permitted  by
applicable  law or under  the  terms of such  Junior  Liabilities  or under  any
security  agreement or other  agreement  or  instrument  executed in  connection
therewith,  upon a default thereunder,  subject to the rights, if any, under the
provisions of this Agreement of a holder of Bank  Liabilities  except,  that the
Subordinating  Creditors (i) shall not have a lien upon any assets of or capital
stock issued by the Guarantor or any of its  subsidiaries;  and  (ii) shall  not
block any sale by the Agent as secured  creditor of any assets of the  Guarantor
or any of its subsidiaries.

     8. Turnover of Impermissible  Payments. In the event that any Subordinating
Creditor  receives  any Payment of any kind or character  from the  Guarantor or
from any other source  whatsoever  in respect of any of the Junior  Liabilities,
including,  without  limitation,  pursuant  to  a  reorganization,  liquidation,
dissolution  or similar  proceeding,  other than as  expressly  permitted by the
terms of this Agreement,  such Payment shall be received in trust for the Agents
and the Banks and promptly delivered by such Subordinating  Creditor in the form
received  (except  for the  endorsement  of  such  Subordinating  Creditor  when
necessary)  to the  Agent  for the  benefit  of the  Banks.  In the event of the
failure of any Subordinating  Creditor to endorse any instrument for the payment
of money so received,  the Agent is hereby appointed  attorney-in-fact  (coupled
with an interest) for such  Subordinating  Creditor with full power to make such
endorsement and with full power of  substitution.  Each  Subordinating  Creditor
will mark its books  and  records,  so as to  clearly  indicate  that all of the
Junior  Liabilities  are  subordinated  in  accordance  with  the  terms of this
Agreement.  Each  Subordinating  Creditor will execute such further documents or
instruments  and take  such  further  action  as the Agent may from time to time
reasonably request to carry out the intent of this Agreement.

     9.  Applications  of Payments.  All Payments  received by the Agents or any
Bank in respect of the Junior  Liabilities  may be applied by the Agents or such
Bank  first  to the  payment  of any  and  all  expenses  (including  reasonable
attorneys' fees and legal  expenses)  actually paid or incurred by the Agents or
such Bank in enforcing  this  Agreement or in  endeavoring to collect or realize
upon any of the Junior  Liabilities  or any security  therefor,  and any balance
thereof shall,  solely as between the Subordinating  Creditors and the Banks, be
applied by the Agents and the Banks in such order of  application  as the Agents
or the  Banks may from  time to time  select,  toward  the  payment  of the Bank
Liabilities;  but, as between the Guarantor and its creditors,  no such payments
or  distributions  of any kind or  character  shall be deemed to be  payments or
distributions in respect of the Bank Liabilities.

     10.   Waiver  of  Notice,   etc.   Each   Subordinating   Creditor   hereby
waives:  (a) notice of acceptance by the Agents and the Banks of this Agreement;
(b) notice of the  existence or creation of all or any of the Bank  Liabilities;
and (c) all  diligence in collection or  protection of or  realization  upon the
Bank Liabilities or any proceeds thereof or any security  therefor except in the
instance of willful  misconduct or gross negligence on the part of the Agents or
the Banks.

     11. Subordination of Security Interests. Each Subordinating Creditor agrees
that in the event that any  mortgage,  lien,  pledge,  encumbrance  or  security
interest  is  hereafter  created  and held by any  Subordinating  Creditor  (the
"Junior  Security  Interests")  in any property or assets of the Guarantor  such
Junior Security Interests shall be fully subordinate in all respects, including,
without  limitation,  priority,  rights of Payment,  collection and enforcement,
participation  in any  reorganization  or  rehabilitation  of the  Guarantor  or
assignment  for the benefit of its  creditors,  to any mortgage,  lien,  pledge,
encumbrance or security interest,  now existing or hereafter  arising,  securing
any of the Bank  Liabilities,  subject to Section 20  hereof (the "Bank Security
Interests");  notwithstanding that the creation, attachment,  perfection, filing
or  recording  of the  Junior  Security  Interests,  or the  time  of any of the
foregoing,  has occurred or is prior to the  creation,  attachment,  perfection,
filing or recording of the Bank Security Interests.  Each Subordinating Creditor
further  agrees  that in the  event  the  Agents  or the  Banks  release  and/or
terminate any Bank Security Interests in any property in which any Subordinating
Creditor has a Junior Security Interest,  such Subordinating  Creditor will, not
later than  simultaneously with the release and termination of the Bank Security
Interests,   terminate  and  release  the  Junior   Security   Interests.   Each
Subordinating   Creditor  agrees  to  take  all  actions  and  to  execute  such
agreements,  documents and  instruments as the Agent may  reasonably  request to
satisfy the purposes of the foregoing sentence. In the event of a failure of any
Subordinating Creditor to release and terminate the Junior Security Interests in
accordance with the provisions of this Section 11, the Agent is hereby appointed
attorney-in-fact (coupled with an interest) for such Subordinating Creditor with
full power to execute and deliver such releases and  termination,  and take such
actions as to effect the same.

     12. Limit on Action.  The  Subordinating  Creditors  will not,  without the
prior written consent of the Agent:  (a) take any collateral security for any of
the Junior  Liabilities;  (b) demand  Payment of, sue for, attempt to enforce or
collect,  or commence any action or  proceeding in respect of, any of the Junior
Liabilities,  or attempt to enforce,  foreclose or realize upon, take possession
of (actual or  constructive)  or commence any action or proceedings  with regard
to, any collateral security, for any of the Junior Liabilities; or (c) commence,
or join with any other creditor in commencing, any bankruptcy, reorganization or
insolvency  proceedings  with  respect  to the  Guarantor.  Notwithstanding  the
foregoing  sentence,  the  Subordinated  Creditors  may,  subject  to the  other
provisions  of this  Agreement,  exercise the rights and  remedies  described in
subsections  (b) and (c) in the  foregoing  sentence,  but only if three hundred
sixty (360)  calendar days have elapsed since demand has been made by the Agents
or the Banks for the  payment of the Bank  Liabilities  and such  demand has not
been rescinded by the Agents or the Banks.

     13.  Amendment to  Guaranty.  The Agents or the Banks may from time to time
and without  notice to the  Subordinating  Creditors  and without  affecting the
validity or enforceability  of this Agreement,  take any or all of the following
actions:  (a) amend,  modify,  supplement or restate the Guaranty  (b) retain or
obtain  a  security  interest  in  any  property  to  secure  any  of  the  Bank
Liabilities;  (c) retain  or obtain the primary or secondary  obligation  of any
other  obligor or  obligors  with  respect to any of the Bank  Liabilities;  (d)
extend  or renew  for one or more  periods,  alter or  exchange  any of the Bank
Liabilities,  or  release  or  compromise  any  obligation  of any nature of any
obligor with respect to any of the Bank  Liabilities;  (e) release  any security
interest in, or surrender,  release or permit any  substitution or exchange for,
all or any part of any property securing any of the Bank Liabilities,  or extend
or renew  for one or more  periods  (whether  or not  longer  than the  original
period) or release,  compromise, alter or exchange any obligations or any nature
of any obligor with respect to any such  property;  and  (f) create,  or advance
additional funds,  creating additional Bank Liabilities whether or not under the
Guaranty.

     14. Transfer of Bank Liabilities.  The Agents or the Banks may from time to
time without  notice to the  Subordinating  Creditors and without  affecting the
validity or enforceability  of this Agreement,  assign or transfer any or all of
the Bank  Liabilities or any interest  therein;  and,  notwithstanding  any such
assignment or transfer or any subsequent  assignment or transfer  thereof,  such
Bank  Liabilities  shall be and remain Bank Liabilities for the purposes of this
Agreement; and every immediate and successive assignee or transferee of the Bank
Liabilities or of any interest  therein shall,  to the extent of the interest of
such assignee or transferee in the Bank Liabilities, be entitled to the benefits
of this Agreement to the same extent as if such assignee or transferee were such
Agent or such Bank;  provided,  that, unless such transferor Agent or Bank shall
otherwise  consent  in  writing,  such  transferor  Agent or Bank  shall have an
unimpaired right, prior and superior to that of any such assignee or transferee,
to enforce this Agreement,  for its benefit, as to those of the Bank Liabilities
which it has not assigned or transferred.

     15.   Notice;   Transfer  of  Junior   Liabilities;   No  Amendment.   Each
Subordinating  Creditor  agrees to notify the Agent upon the happening of any of
the  following:  (i) any  claim  for  payment  of the  Junior  Liabilities;  and
(ii) any transfer of Junior Liabilities,  specifying the name and address of the
transferee  upon  any  transfer  of  the  Junior  Liabilities,   whereupon,  the
transferor Subordinating Creditor will deliver to such transferee a copy of this
Agreement and will, as a condition to the effectiveness of such transfer, obtain
the  complete  agreement,  in  writing,  of such  transferee  to the  terms  and
provisions of this Agreement.  The  Subordinating  Creditors shall not transfer,
sell or otherwise dispose of any of the Junior Liabilities, except in compliance
with this Section 15.  The Subordinating  Creditors shall provide written notice
to the Agent prior to any such transfer, sale, disposition or amendment. No part
of  the  Junior   Liabilities   shall  be  forgiven  or  subject  to  any  other
subordination  arrangement  without the prior written consent of the Agent. Each
Subordinating Creditor agrees not to make, and not to consent to, any amendment,
restatement,  modification  or alteration  of the  Indemnity  Agreement or other
agreement, document or instrument executed in connection therewith to the extent
that such  amendment,  modification,  restatement or alteration  would adversely
affect (as reasonably determined by the Agent) the Agents or the Banks and their
respective  rights under this  Agreement and the  respective  obligations of the
Subordinating  Creditors hereunder.  Each Subordinating  Creditor agrees to give
prior  written  notice to the  Agent of any  proposed  amendment,  modification,
restatement or alteration of the Indemnity Agreement.

     16. No Prejudice.  Each Subordinating Creditor and the Guarantor agree that
the Banks shall not be  prejudiced  in their rights under this  Agreement by any
act or failure to act of the Guarantor or the  Subordinating  Creditors,  or any
noncompliance  of the Guarantor with any agreement or obligation,  regardless of
any  knowledge  thereof which the Agents or the Banks may have or with which the
Agents  or the Banks may be  charged;  and no action of the  Agents or the Banks
permitted  hereunder  (other than  termination of this Agreement as permitted by
Section 20 below, the effect of which is governed by such  Section 20)  shall in
any way  affect  or  impair  the  rights  of the  Agents  or the  Banks  and the
obligations  of  the  Guarantor  and  the  Subordinating  Creditors  under  this
Agreement.

     17. No Delay or Waiver Effective. No delay on the part of the Agents or the
Banks in the exercise of any right or remedy shall operate as a waiver  thereof,
and no single or  partial  exercise  by the  Agents or the Banks of any right or
remedy shall preclude other or further  exercise  thereof or the exercise of any
other  right or  remedy;  nor  shall  any  modification  or waiver of any of the
provisions  of this  Agreement be binding upon the Agents or the Banks except as
expressly  set forth in a writing duly signed and delivered by the Agents or the
Banks.

     18. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the Agents, the Banks, the Subordinating  Creditors and the Guarantor
and their respective heirs, executors, representatives, successors and permitted
assigns.

     19. Books of Records.  The Guarantor  will render to the Agent upon demand,
and from time to time, a statement of account of each of the Junior Liabilities.

     20.  Termination.  This Agreement  shall  automatically  terminate upon the
payment  in  full  of all of the  Bank  Liabilities  but  shall  continue  to be
effective, or be reinstated,  as the case may be, if at any time payment, or any
part  thereof,  of any amount paid by or on behalf of the  Guarantor or Borrower
with regard to the Bank  Liabilities  is rescinded or must otherwise be restored
or  returned  upon  the  insolvency,  bankruptcy,  dissolution,  liquidation  or
reorganization  of the  Guarantor  or  Borrower  or,  upon or as a result of the
appointment of a receiver,  intervener or conservator  of, or trustee or similar
officer for the Guarantor or Borrower or any  substantial  part of its property,
or  otherwise,  all as though such  payments had not been made.  In the event of
such  reinstatement,  the  respective  rights and duties of each of the  parties
hereto shall be reinstated as if no termination had occurred.

     21. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Ohio.  Wherever  possible each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under such law, such provision  shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining  provisions  of this  Agreement.  Each  Subordinating
Creditor  agrees to submit to the personal  jurisdiction of any state or federal
court  located  in the  State of Ohio and that  venue  for any  action  or legal
proceeding  relating to this  Agreement  shall be proper in Cleveland,  Cuyahoga
County, Ohio.

     22.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.

     23. Notice.  All notices hereunder shall be deemed  sufficiently given to a
party hereto when mailed,  certified  mail,  return receipt  requested,  to such
party at the address  shown  beneath  such  party's  name below or at such other
address as such party shall have designated for such purposes in writing.

     IN WITNESS  WHEREOF,  the parties  have signed this  Agreement  on the date
first written above.

Address:                              FOREST CITY ENTERPRISES, INC.
1100 Terminal Tower
Cleveland, Ohio  44113
                                      By:   /S/  Thomas G. Smith
                                         Title: Chief Financial Officer,
                                             Senior Vice President and Secretary

Address:                              ST. PAUL FIRE AND MARINE INSURANCE
                                      COMPANY

                                      By:   /S/  Richard C. Lang
                                         Title: Assistant Vice President

Address:                              ST.PAUL GUARDIAN INSURANCE COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President

                       (Signatures continued on next page)
(Signatures continued from previous page)

Address:                              ST. PAUL MERCURY INSURANCE COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President

Address:                              SEABOARD SURETY COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President

Address:                              ECONOMY FIRE & CASUALTY COMPANY

                                      By:    /S/  Richard C. Lang
                                         Title:   Assistant Vice President

Address:                             ASSET GUARANTY INSURANCE COMPANY
335 Madison Avenue
35th Floor                           By:   /S/  Joseph Snider
New York, NY 10017-4605                 Title:   Vice President

Address:                             KEYBANK NATIONAL ASSOCIATION,
127 Public Square                    Individually and as Administrative Agent
Cleveland, Ohio  44114
                                     By:   /S/  Scott A. Childs
                                        Title:   Assistant Vice President

Address:                             NATIONAL CITY BANK, Individually and
1900 East Ninth Street               as Syndication Agent
Cleveland, Ohio  44114
                                     By:   /S/  Anthony DiMare
                                        Title:   Senior Vice President

                       (Signatures continued on next page)
(Signatures continued from previous page)

Address:                            THE HUNTINGTON NATIONAL BANK
917 Euclid Avenue
Cleveland, Ohio  44114              By:   /S/  M.W. Stachur
                                       Title:   Vice President

Address:                            COMERICA BANK
Overnight Mail:
500 Woodward Avenue                 By:  /S/  David J. Campbell
Detroit, Michigan  48226               Title:   Vice President
7th Floor

U.S.  Mail:
PO Box 75000
Detroit, Michigan  48275-3256

Address:                            FIRST MERIT BANK
123 West Prospect Avenue
Cleveland, Ohio  44115              By:    /S/  John Neumann
                                       Title:  Vice President

Address:                            CREDIT LYONNAIS NEW YORK BRANCH
1301 Avenue of the Americas
New York, New York  10019           By:  _____________________________________
                                       Title: ________________________________

Address:                            STAR BANK
1350 Euclid Avenue
Suite 211                           By:   /S/  Perry Quick
Cleveland, Ohio  44115                 Title:  Vice President

Address:                            MANUFACTURERS AND TRADERS
One Fountain Plaza                  TRUST COMPANY
Buffalo, New York  14203-1495
                                    By:   /S/  Kevin B. Quinn
                                       Title:  Assistant Vice President

                       (Signatures continued on next page)
(Signatures continued from previous page)

Address:                            U.S. BANK NATIONAL ASSOCIATION
U.S. Bank Place (M.S. MPFP-0802)
601 Second Avenue South             By: /S/  Elliott L. Quigley
Minneapolis, Minnesota  55402          Title:  Vice President