Century Properties Fund XIX – ‘10KSB’ for 12/31/97 – EX-10.11

As of:  Monday, 3/30/98   ·   For:  12/31/97   ·   Accession #:  780590-98-2   ·   File #:  0-11935

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       28±   114K 
 3: EX-10.10    Material Contract                                     13±    52K 
 4: EX-10.11    Material Contract                                     11±    47K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     2±     8K 

EX-10.11   —   Material Contract
Exhibit Table of Contents

                                                                   EXHIBIT 10.11

AMENDMENT TO AMENDED AND RESTATED NOTE B

     THIS AMENDMENT TO AMENDED AND RESTATED NOTE B (as more particularly defined
in Paragraph 1, this "Amendment") is made of the 29th day of January, 1998, by  
and between CENTURY PROPERTIES FUND XIX, a California limited partnership (as   
more particularly defined in Paragraph 1 hereof, "Maker"), having an address as 
set forth in Paragraph 7 (hereinafter defined), and THE TRAVELERS INSURANCE     
COMPANY, a Connecticut corporation, having an address as set forth in Paragraph 
7 (as more particularly defined in Paragraph 1 hereof, "Payee").                

WITNESSETH: 

WHEREAS, Payee and Maker are parties to that certain Modification and 
Severance Agreement dated as of September 1, 1994 (as more particularly defined 
in Paragraph 1 hereof, "Modification and Severance Agreement");                 

     WHEREAS, Payee is the owner and holder of that certain Amended and Restated
Note B dated as of September 1, 1994, executed and delivered by Maker, as       
"Maker", payable to the order of Payee, as "Payee" in the restated principal    
amount of Two Million One Hundred Thirty Eight Thousand Six Hundred Seventy     
Three Dollars and Fifty Three Cents ($2,138,673.53) (as more particularly       
defined in Paragraph 1 hereof, "Note"), repayment of which is secured by, among 
other things: (a) that certain Amended and Restated Deed of Trust B dated as of 
September 1, 1994, executed and delivered by Maker for the benefit of Payee,    
recorded in Volume 94180, Page 03769 in the Deed of Trust Records, Dallas       
County, Texas ("Land Records") (as more particularly defined in Paragraph 1     
hereof, "Deed of Trust"); and (b) all other documents, certificates, affidavits 
and other instruments now or at any time prior or subsequent hereto evidencing, 
securing, or relating to any way to any of the above referenced documents       
(collectively the foregoing, including the Note and the Modification and        
Severance Agreement, are more particularly defined in Paragraph 1 hereof as the 
"Loan Documents"); and                                                          

 WHEREAS, Maker has requested that Payee amend certain provisions of the
Loan Documents (collectively, the "Modifications") pursuant to the Modification 
and Severance Agreement, and in order to accomplish the Modifications, Maker and
Payee have agreed to enter into this Amendment and the other Amendment Documents
(hereinafter defined) which modify each and all of the Loan Documents; and      

WHEREAS, as a condition precedent to the effectiveness of such        
Modifications, Maker shall have, among other things, unconditionally and        
irrevocably paid to Payee a Curtailment (hereinafter defined) in the amount of  
Five Hundred Forty Thousand Dollars on account of the Note, which amount shall  
be applied to reduce the outstanding amounts thereunder prior to the Effective  
Date.                                                                           

NOW, THEREFORE, for good and valuable consideration, the receipt and  
sufficiency of which are hereby acknowledged, Maker and Payee hereby agree as   
follows:                                                                        

1.   DEFINITIONS.  All capitalized terms used herein and not otherwise
defined in this Paragraph 1 or the Note shall have the meanings for such terms  
set forth in the Modification and Severance Agreement.  The parties further     
agree that the following terms shall have the meanings hereinafter set forth,   
such definitions to be applicable equally to the singular and plural forms, and 
to the masculine and feminine forms, of such terms:                             

"AMENDMENT" shall mean this Amendment to Amended and Restated Note B  
between Maker and Payee, as the same may be amended, modified, extended, spread,
consolidated, restated or replaced from time to time.                           

   "AMENDMENT DOCUMENTS" shall have the meaning of the same defined term set
forth in the Modification and Severance Agreement.                              

     "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as codified
at 11 U.S.C. Section 101 et. seq., as amended from time to time.                

"CASH MANAGEMENT AGREEMENT" shall mean collectively, that certain Cash
Management Agreement dated as of September 1, 1994, by and among Maker, as      
"Borrower", Payee, as "Lender", and NPI-AP Management, L.P., as "Manager", as   
modified by the First Amendment to Modification and Severance Agreement, and as 
the same may be amended, modified, extended, spread, consolidated, restated or  
replaced from time to time.                                                     

    "CURTAILMENT" shall have the meaning of the same defined term set forth in
the Modification and Severance Agreement.                                       

  "DEED OF TRUST OR DEED OF TRUST B" shall mean collectively, that certain
Amended and Restated Deed of Trust B dated as of September 1, 1994, executed and
delivered by Maker for the benefit of Payee, recorded in Volume 94180, 03769 in 
the Land Records, as modified by the Amendment to Amended and Restated Deed of  
Trust B and Amended and Restated Assignment of Leases and Rents B of even date  
herewith, and as the same may be amended, modified, extended, spread,           
consolidated, restated or replaced from time to time.                           

  "DEFAULT RATE" shall mean, for the applicable portion of the Outstanding
Principal Balance, the per annum interest rate equal to the aggregate of (a) the
Interest Rate applicable to such Principal Portion, and (b) five percent (5.00%)
per annum, not to exceed the maximum interest rate permitted by law.            

   "EFFECTIVE DATE" shall mean the day and year first above written, subject
to satisfaction of the conditions precedent to the effectiveness hereof on or   
before such date, as determined by Payee.                                       

"FEES AND EXPENSES" shall mean all fees, costs and expenses (including
reasonable attorneys fees and other professionals fees) incurred by Payee in    
connection with the interpretation, enforcement and/or collection of this Note  
and/or any of the other Loan Documents, the protection of or realization on the 
Premises and any other collateral under the Loan Documents, enforcement of any  
guaranty or indemnity and/or defense of any action relating to this Note and/or 
any of the other Loan Documents, the Premises and any other collateral and/or   
the indebtedness and obligations evidenced thereby, and whether the same were   
incurred in connection with any nonjudicial, quasi-judicial, judicial or        
administrative actions or proceedings, prior to trial, at trial, on appeal or   
review or in settlement, or in any Insolvency Proceeding (as defined in the     
Modification and Severance Agreement) and whether or not suit was filed thereon.

   "FIRST AMENDMENT TO MODIFICATION AND SEVERANCE AGREEMENT" shall mean that
certain First Amendment to Modification and Severance Agreement of even date    
herewith entered into by and between Maker and Payee.                           

     "GUARANTIES" shall mean collectively, the Guaranty of Payment and Hazardous
Materials Guaranty.                                                             

 "GUARANTY OF PAYMENT" shall mean collectively, that certain Guaranty of
Payment dated as of September 1, 1994, executed and delivered by the Responsible
Parties to and in favor of Payee, as ratified and confirmed by the joinder of   
the Responsible Parties in the First Amendment to Modification and Severance    
Agreement, and as the same may be amended, modified, extended, spread,          
consolidated, restated or replaced from time to time.                           

"HAZARDOUS MATERIALS GUARANTY" shall mean collectively, that certain  
Hazardous Material Guaranty and Indemnification Agreement dated as of September 
1, 1994, executed and delivered by the Responsible Parties to and in favor of   
Payee, as ratified and confirmed by the joinder of the Responsible Parties in   
the First Amendment to Modification and Severance Agreement, and as the same may
be amended, modified, extended, spread, consolidated, restated or replaced from 
time to time.                                                                   

    "INTEREST RATE" shall mean (a) for the period prior to the Effective Date,
eight and one-quarter percent (8.25%) per annum, (b) for the period from the    
Effective Date to and including October 31, 2001, nine and fifteen one-         
hundredths percent (9.15%) per annum, and (c) for the period from November 1,   
2001, to the date on which the Outstanding Principal Balance and all other      
amounts owed under the Loan Documents are paid in full, a fixed rate per annum  
equal to 325 basis points plus the annualized yield, or if there is more than   
one yield available, the average yields, on United States Treasury non-callable 
bonds (excluding Flower Bonds) and notes having one-year maturity, as determined
by Payee on November 1, 2001, by reference to the Wall Street Journal or similar
publication, not to exceed in all cases the maximum interest rate allowed by    
law.                                                                            

 "LATE CHARGE" shall mean four percent (4%) of the amount of any payment
(including any installment payments and deposits to reserves and escrows (to the
extent not duplicative of late charges for the same under Loan Documents A)) not
received by Payee on the due date thereof.                                      

     "LOAN DOCUMENTS" shall mean have meaning of the same defined term set forth
in the Modification and Severance Agreement.                                    

     "LOAN DOCUMENTS A" shall mean have the meaning of the same defined term set
forth in the Modification and Severance Agreement.                              

     "LOAN DOCUMENTS B" shall mean have the meaning of the same defined term set
forth in the Modification and Severance Agreement.                              
"MAKER" shall mean Century Properties Fund XIX, a California limited  
partnership, and its legal representatives, successors and assigns.  As used    
herein and in each of the Loan Documents to which the Maker is a party, the term
Maker shall be synonymous with Borrower, Grantor and Assignor, as applicable.   

"MANAGER'S LIABILITY LETTER" shall mean collectively, that certain    
Manager's Liability Letter dated as of September 1, 1994, by and between NPI-AP 
Management, L.P. and Payee, as modified by the First Amendment to Modification  
and Severance Agreement, and as the same may be amended, modified, extended,    
spread, consolidated, restated or replaced from time to time.                   

"MATURITY DATE" shall mean October 31, 2002, or such earlier date the 
entire Outstanding Principal Balance and accrued and unpaid interest thereon,   
and any other sums which are due and payable in full pursuant to the terms and  
provisions of this Note, are due and payable by reason of the acceleration of   
the maturity of this Note.                                                      

"MODIFICATION AND SEVERANCE AGREEMENT" shall mean collectively, that  
certain Modification and Severance Agreement dated as of September 1, 1994,     
between Maker and Payee, as modified by the First Amendment of Modification and 
Severance Agreement, and as the same may be amended, modified, extended, spread,
consolidated, restated or replaced from time to time.                           

   "NET PROCEEDS" shall mean the amount by which: (a) either (i) in the case
of a sale or other transfer of the Premises or any interests therein or in the  
Maker, in an arms length, bonafide third party sales transaction approved by    
Payee ("Third Party Sale"), the gross sales price (inclusive of all             
consideration to any of the Responsible Parties and any Person related thereto, 
of whatsoever form or nature) attributed to the Premises, less and except the   
actual, reasonable and necessary costs of such sale allocable to the Premises   
payable to unrelated third parties, not to exceed 2% unless approved in advance 
by Payee in its sole discretion, and actual, customary prorations of income and 
expenses of the Premises related thereto; or (ii) in the case of any transfer of
the Premises or any interests therein or in the Maker in a transaction approved 
by Payee which is other than a Third Party Sale or in the event of payoff prior 
to the Maturity Date that is not accompanied by a transfer, including any       
refinancing, such amount as is agreed upon by Payee and Maker on or before sixty
(60) days prior to the date of any such transfer, or in the absence of any such 
agreement, the fair market value, as of such date, of the leased, fee interest  
in the Premises, free and clear of any liens and encumbrances, as opined by a   
general real estate appraiser selected by Payee, who is certified or licensed in
the Sate of Texas, if the State of Texas certifies or licenses appraisers at    
such time, and holds an MAI (or equivalent) designation of the American         
Institute of Real Estate Appraisers ("Appraisal Institute") (in the event of the
continued existence of the Appraisal Institute at such time), and in accordance 
with the Appraisal Institute's then current Code of Professional Ethics and     
Standards of Professional Appraisal Practice (if and in the event the Appraisal 
Institute continues to exist at such time) (the fees and expenses incurred by   
Payee for such appraiser to be reimbursed by Borrower on demand and constitute  
additional indebtedness secured by the Loan Documents); exceeds (b) all amounts 
necessary to pay and discharge in full the indebtedness and obligations under   
the Loan Documents (whether to payment of advances made by Payee pursuant to any
provision of any of the Loan Documents, contributions to any reserves, interest,
principal, Late Charges, interest at the Default Rate, prepayment premiums, Fees
and Expenses or otherwise), other than the Non-Interest Bearing Portion.        

     "NOTE OR NOTE B" shall mean collectively, that certain Amended and Restated
Note B dated as of September 1, 1994, executed and delivered by Maker, as       
"Maker", payable to the order of Payee, as "Payee", in the restated principal   
amount of Two Million One Hundred Thirty Eight Thousand Six Hundred Seventy     
Three Dollars and Fifty Three Cents ($2,138,673.53), as modified by this        
Amendment, and as the same may be amended, modified, extended, spread,          
consolidated, restated or replaced from time to time.                           

    "NOTE A" shall mean collectively, that certain Amended and Restated Note A
dated as of September 1, 1994, executed and delivered by Maker, as "Maker",     
payable to the order of Payee, as "Payee", in the restated principal amount of  
Ten Million Eight Hundred Thousand Dollars ($10,800,000), as modified by the    
Amendment to Amended and Restated Note A of even date herewith, and as the same 
may be amended, modified, extended, spread, consolidated, restated or replaced  
from time to time.                                                              

 "ORIGINAL PRINCIPAL AMOUNT" shall mean Two Million One Hundred Thousand
Eight Hundred Sixty Two Dollars ($2,100,862.0), after giving effect to the      
Curtailment and certain forgiveness of indebtedness in accordance with the terms
of the Modification and Severance Agreement.                                    

"PAYEE" shall mean The Travelers Insurance Company and its legal      
representatives, successors and assigns, including any subsequent owner and     
holder of the Loan Documents.  As used herein and in each of the other Loan     
Documents to which Payee is a party, the term Payee shall be synonymous with    
Lender, Beneficiary, and Assignee, as applicable.                               

"PERSON" shall mean an individual, estate, trust, trustee, receiver,  
partnership, limited liability partnership, corporation, limited liability      
company, depository institution (including federal or state savings banks,      
savings and loan associations, and credit unions), governmental authorities, or 
other legal entity.                                                             

     "PREMISES" shall have the meaning of the same defined term set forth in the
Deed of Trust.                                                                  

  "RESPONSIBLE PARTIES" shall mean collectively, Maker, Fox Partners II, a
California general partnership, Fox Capital Management Corporation, a California
corporation, NPI Equity Investments II, Inc., a Florida corporation, and NPI-AP 
Management, L.P., a Delaware limited partnership, and their respective legal    
representatives, successors and assigns.                                        

 "SALE OR REFINANCE" shall have the meaning of the same defined term set
forth in Paragraph 2(b).                                                        

     "TERM" shall mean the period commencing on September 1, 1994, and ending on
October 31, 2002.                                                               

  "USE AND RETENTION LETTER" shall mean collectively, that certain Use and
Retention of Funds Letter dated as of September 1, 1994, by and among the       
Responsible Parties and Payee, as modified by the First Amendment to            
Modification and Severance Agreement, and as the same may be amended, modified, 
extended, spread, consolidated, restated or replaced from time to time.         

The definitions set forth in this Paragraph 1 are hereby incorporated in the    
Note and shall supersede the definitions set forth in the Note for any of such  
terms and shall, from and after the Effective Date, constitute the definitions  
to be used for all purposes with respect to the Note.  The words "herein",      
"hereof", "hereunder" and other words of similar import refer to this Amendment 
as a whole and not to any particular Section or Paragraph, unless specifically  
designated otherwise.  The use of the term "including" shall mean in all cases  
"including but not limited to," unless specifically designated otherwise.  No   
rules of construction against the drafter of this Amendment shall apply in any  
interpretation or enforcement of this Amendment, any documents or certificates  
executed pursuant hereto, or any provisions of any of the foregoing.            

   2.  OUTSTANDING PRINCIPAL AMOUNT.  The following additional modifications
are hereby made to the Note:                                                    

         (a)  From and after the Effective Date, all references in the Note to
the outstanding principal balance or Original Principal Amount of $2,138,673.53 
with respect to the Note are hereby revised to state the new outstanding        
principal balance and Original Principal Amount of $2,100,862.00.  As of the    
Effective Date, the Outstanding Principal Balance of the Note is and shall      
conclusively be deemed to be $2,100,862.00.                                     

        (b)  From and after the Effective Date, the last paragraph of Page 3
of the Note is hereby revised in its entirety to read as follows:               

    FOR VALUE RECEIVED, Maker hereby unconditionally and irrevocably
promises to pay to the order of Payee, at Payee's office, or at such other place
as Payee may designate from time to time, the Outstanding Principal Amount of   
Two Million One Hundred Thousand Eight Hundred Sixty Two Dollars                
($2,100,862.00), together with interest, as applicable, and other Fees and      
Expenses, charges and sums, in accordance with the terms hereinafter set forth, 
in immediately available funds, in lawful money of the  United States of        
America, which shall be legal tender in payment of all debts and dues, public   
and private, at the time of payment.  The Outstanding Principal Amount shall    
consist of (a) a non-interest bearing initial portion in the amount of Eight    
Hundred Thousand Dollars ($800,000) or so much thereof as remains unpaid from   
time to time ("Non-Interest Bearing Portion"), and (b) an interest bearing      
portion which shall consist of the entire Outstanding Principal Balance less and
except only the Non-Interest Bearing Portion ("Interest Bearing Portion").  The 
Interest Bearing Portion shall bear interest at the Interest Rate for the period
from and after the Effective Date until paid in full.  The Non-Interest Bearing 
Portion shall not bear interest unless and until a Default occurs.  At Payee's  
option, the entire Outstanding principal Balance, including the Non-Interest    
Bearing Portion and the Interest Bearing Portion, shall bear interest at the    
Default Rate from and after a Default.  Any and all payments, Rents and other   
amounts received by Payee shall be applied by Payee in such manner and to such  
indebtedness (whether to payment of advances made by Payee pursuant to any      
provision of any of the Loan Documents, contributions to any reserves, interest,
principal, Late Charges, interest at the Default Rate, prepayment premiums, Fees
and Expenses or otherwise) first, under the Loan Documents A, and second under  
Loan Documents B, and in such amounts and order of priority under each of the   
Loan Documents A and Loan Documents B as Payee may determine in the exercise of 
its sole and absolute discretion, and Payee shall be fully entitled, in its     
discretion, to apply any such payments, Rents and other amounts to the Interest 
Bearing Portion of the Outstanding Principal Balance, all accrued and unpaid    
interest thereon and any other indebtedness and obligations under the Loan      
Documents prior to applying any such amounts to the Non-Interest Bearing        
Portion.  Notwithstanding anything herein to the contrary, Payee agrees that    
upon the occurrence of any sale or other transfer of the Premises or any        
interests therein or in the Maker, in a sale, refinance or other transaction    
approved by Payee prior to the Maturity Date ("Sale or Refinance") and provided 
(i) there is no Default under the Loan Documents which remains uncured, (ii)    
Maker has paid and discharged in full all indebtedness and obligations under the
Loan Documents (whether to payment of advances made by Payee pursuant to any    
provision of any of the Loan Documents, contributions to any reserves, interest,
principal, Late Charges, interest at the Default Rate, prepayment premiums, Fees
and Expenses or otherwise), other than the Non-Interest Bearing Portion, then   
Maker shall be entitled to retain up to, but not in excess of $540,000 of the   
Net Proceeds prior to application of such Net Proceeds to payment of the Non-   
Interest Bearing Portion of the Outstanding Principal Balance, and if and to the
extent that such remaining Net Proceeds are insufficient to pay the Non-Interest
Bearing Portion in full, Payee agrees to forgive the shortfall (but no amount   
other than such shortfall) in such payment.  In no event shall the aforesaid sum
of $540,000 bear interest.                                                      

   3. PAYMENT SCHEDULE.  From and after the Effective Date, Section 2.1 of
the Note is hereby revised to include the following new provisions: 

     (b)  Commencing on March 1, 1998, and continuing on the first day
   of each consecutive calendar month thereafter, Maker shall make
    monthly payments of interest only, in arrears, calculated at the
    Interest Rate on the Interest Bearing Portion of the Outstanding
Principal Balance.                                          

     (c)  If and to the extent there is any Excess Cash Collateral, as
    defined in and pursuant to Paragraph 3(c) of the Cash Management
          Agreement, Maker shall remit to Payee all Excess Cash Collateral on or
        before the twentieth (20th) day after the end of each calendar year,
         for the preceding calendar year, to be applied by Payee to principal,
       interest, advances, and other sums or charges first, under the Loan
   Documents A, and second, under Loan Documents B, in such order,
     proportion and priority as Payee with respect to each of the Loan
          Documents A and Loan Documents A, in its sole and absolute discretion,
deems appropriate.                                          

    4.  PAYMENTS AFTER DEFAULT.  From and after the Effective Date, the phrase
"Fees and Expenses or any other sums and charges," shall be inserted after the  
defined term "Outstanding Principal Balance" in line 190 of the Note, and the   
text commencing with the word "unless" in line 184 through the word "payment" in
line 186 of the Note are hereby deleted.  The following provision shall be added
to the end of Section 2.6 of the Note:                                          

      Notwithstanding any other provision hereof or of any of the other Loan
    Documents, from and after the occurrence of a Default, all payments,
    Rents and other amounts received by Payee may be applied by Payee in
    such manner and to such indebtedness (whether to payment of advances
     made by Payee pursuant to any provision of any of the Loan Documents,
 contributions to any reserves, interest, principal, Late Charges,
       interest at the Default Rate, prepayment premiums, Fees and Expenses or
 otherwise) and in such amounts and order of priority as Payee may
determine in the exercise of its sole and absolute discretion.  

  5.  DEFAULT.  From and after the Effective Date, the phrase "or Fees and
Expenses or any other sums and charges" shall be inserted after the word        
"interest" in line 205 of the Note.  A reference to the "seventh (7th) day"     
shall be inserted in lieu of the reference to the "fifth (5th) day" in line 206 
of the Note.  Further, the phrase "interest, Fees and Expenses and other sums   
and charges" shall be inserted in lieu of the phrase "accrued interest thereon" 
in lines 224 of the Note.                                                       

  6.  FEES AND EXPENSES.  From and after the Effective Date, the following
sentence shall be added at the end of Section 3.4 of the Note:                  

        Upon the occurrence of a Default, Maker promises to pay all Fees
         and Expenses incurred by Payee.  In the event that Maker fails to
          make any payment of money due to Payee under this Note (other than
        the payment of the then Outstanding Principal Balance due on the
          Maturity Date or the date specified in any Prepayment Notice) with
          seven (7) days after the due date thereof, Payee shall be entitled
         to collect a Late Charge as liquidated damages, which Late Charge
           shall be due in addition to any interest, whether or not calculated
        at the Default Rate, in connection with each such delinquency in
       payment.  Because the actual damages suffered by Payee would be
        impracticable or extremely difficult or impossible to determine,
         Maker agrees the amount of the Late Charge shall be the amount of
    damages to which Payee is entitled upon each such breach, in
        compensation for such delinquent payment, and that the amount of
such liquidated damages is reasonable.                  

    7.  NOTICES.  All notices given or required to be given to Maker and Payee
under Section 4.1 of the Note are hereby revised as follows:                    

If to Maker:      c/o Insignia Properties Trust         
        One Insignia Financial Plaza
            Greenville, South Carolina 29601

If to Payee:      The Travelers Insurance Company       
   Real Estate Investments
   One Tower Square, 9-PBA
            Hartford, Connecticut 06183-2030
 Attn: Loan No. 502262

With a Copy to:   The Travelers Insurance Company       
   Real Estate Investments
   One Tower Square, 9-PBA
            Hartford, Connecticut 06183-2030

With a Copy to:   Constance Collins Davis, Esquire      
  Andrews & Kurth L.L.P.
                      A Registered Limited Liability Partnership
                   1701 Pennsylvania Ave., N.W., Suite 200
Washington, DC 20006

The foregoing notice addresses shall be applicable for the Note and each and all
of the Loan Documents until such time as either party notifies the other of any 
changes therein with respect to such party.                                     

8.   REFERENCES TO OTHER LOAN DOCUMENTS.  From and after the Effective
Date, all references to the Hazardous Materials Guaranty and Indemnification    
Agreement, Use and Retention Funds Letter, and Manager's Liability Letter       
Agreement, are hereby revised to refer instead to the defined terms Guaranties, 
Use and Retention Letter, and Manager's Liability Letter, respectively.         

9.   NO USURY.  All agreements between Maker and Payee are expressly  
limited so that in no contingency or event whatsoever, whether of advancement of
the proceeds hereof, acceleration of maturity of the remaining Outstanding      
Principal Balance, upon a Default or otherwise, shall the amount paid or agreed 
to be paid to Payee for the use, forbearance or detention of the money advanced 
or to be advanced hereunder exceed the highest lawful rate permissible under the
laws of the State of Texas.  Said highest lawful rate is determined by reference
to the indicated (weekly) rate ceiling (as defined and described in Texas       
Revised Civil Statues Article 5069-1.04, as amended). If, from any circumstances
whatsoever, fulfillment of any provision hereof or of any of the Loan Documents 
or of any other agreement referred to herein or pertaining hereto, at the time  
when performance of such provisions shall be due, shall involve transcending the
highest rate prescribed by law, which a court of competent jurisdiction may deem
applicable hereto, the ipso facto, the obligation to be fulfilled shall be      
reduced to the highest lawful rate, and if from any circumstances, Payee shall  
ever receive as interest an amount which would exceed the highest lawful rate,  
such amount which would be excessive interest shall be applied first, to the    
reduction of the remaining Outstanding Principal Balance and other indebtedness 
due hereunder (other than interest) or under the other Loan Documents without   
any prepayment premium or charge and not to the payment of interest, with the   
excess being deemed to have been a payment made by mistake to be refunded to    
Maker.  All sums paid or agreed to be paid to the holder of the Note for the    
use, forbearance or detention or detention of the Indebtedness, outstanding from
time to time shall, to the extent permitted by applicable law, be amortized,    
prorated, allocated and spread from the date of disbursement of the proceeds of 
the Note until payment in full of the Indebtedness so that the actual rate of   
interest on account of the Indebtedness is uniform through the term thereof.    
Neither Maker nor any other party obligated to pay all of any part of the       
Indebtedness evidenced by the Note shall have any claim or remedy against Payee 
for any damages whatsoever, or any defenses to enforcement of the Note or any of
the other Loan Documents, relating in any way to allegations that the interest  
paid or collected thereunder was in excess of the lawful limit, and Maker, for  
itself and for any and all parties claiming by, under or through it, hereby     
waives any such claims, remedies or defenses.  Neither Maker nor any other party
obligated to pay all or any part of the Indebtedness evidenced by this Note     
shall have any claim or remedy against Payee for any damages whatsoever, or any 
defenses to enforcement of this Note or any of the other Loan Documents,        
relating in any way to allegations that the interest paid or collected hereunder
was in excess of the lawful limit, and Maker, for itself and for any and all    
parties claiming by, under and through it, hereby waives any such claims,       
remedies or defenses.  This provision shall control every other provision of the
Loan Documents, Maker hereby represents and warrants to Payee that the interest 
under this Note (including the Interest Rate and Default Rate) is not usurious  
without regard to the provisions of this Paragraph.                             

   10.  NO NOVATION.  This Amendment and the other Amendment Documents shall
not cause a novation of any of the indebtedness and obligations of Maker or any 
of the Responsible Parties under the Loan Documents, including the Note, nor    
shall the same extinguish, terminate or impair the indebtedness and obligations 
of Maker or the Responsible Parties and Payee's rights and remedies under the   
Loan Documents, including the Note.  Maker hereby acknowledges, represents,     
warrants and agrees that neither Maker nor any of the Responsible Parties has   
any defenses, rights of set-off, counterclaims or other claims against Payee in 
connection with the Loan Documents, including the Amendment Documents, or the   
indebtedness or obligations evidenced and/or secured thereby.                   

  11.  RATIFICATION.  Except as expressly modified herein, each and all of
the terms, covenants, representations, warranties and provisions of the Note are
and shall remain in full force and effect unmodified in any way.  Maker hereby  
ratifies and reaffirms each an all of the terms, covenants, representations,    
warranties and provisions of the Note, as modified hereby, and confirms that the
Loan Documents shall continue as a first priority, valid and enforceable,       
properly perfected lien upon the Premises and all other collateral described in 
the Loan Documents to secure repayment of the Note, as modified hereby, and all 
other indebtedness and obligations under the Loan Documents, including the      
Amendment Documents.                                                            

12.  MISCELLANEOUS.                                                   

    (A)  MISCELLANEOUS.  This Amendment shall be construed under and
governed by the internal laws of the State of Texas, excluding conflicts of laws
principles.  TIME IS OF THE ESSENCE under the Note and each of the other loan   
Documents and each and every provision hereof and thereof.                      

      (B)  AMENDMENT/MODIFICATION.  This Amendment and each of the other
Loan Documents, and the terms of each of them, may not be charged, waived,      
modified, canceled, discharged or terminated orally, but only by an instrument  
or instruments in writing signed by the party against which enforcement of the  
change, wavier, modification, cancellation, discharge or termination is         
asserted.                                                                       

 (C)  COUNTERPARTS.  This Amendment and each of the other Loan
Documents may be executed in any number of counterparts, each of which shall    
constitute an original but all of which together will constitute one instrument.

 (D)  WAIVER OF TRIAL BY JURY.  MAKER, FOR ITSELF, EACH OF THE
RESPONSIBLE PARTIES, AND ALL PERSONS OR ENTITIES CLAIMING BY, THROUGH OR UNDER  
ANY OF THEM, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES  
ANY RIGHTS ANY OR ALL OF THEM MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION OR    
ACTION BROUGHT ON, UNDER OR BY VIRTUE OR RELATING IN ANY WAY TO THIS AMENDMENT  
OR ANY OTHER OF THE LOAN DOCUMENTS, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF  
OR OTHER ACTIONS PERTAINING HERETO OR THERETO.  THIS WAIVER MAY BE FILED WITH   
THE CLERK OR JUDGE OF ANY COURT AS A WRITTEN CONSENT TO WAIVER OR JURY TRIAL.   
MAKER ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE       
MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL        
INDUCEMENT FOR PAYEE'S ENTERING INTO THE LOAN DOCUMENTS.  THIS WAIVER SHALL     
SURVIVE THE REPAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE LOAN DOCUMENTS.      

        (E).  ENTIRE AGREEMENT.  THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY   
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS,      
WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND  
MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR     
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO  
ORAL AGREEMENTS AMONG THE PARTIES HERETO.                                       

          (F).  NOTICE OF INVALIDITY OF ORAL AGREEMENTS.  THIS AMENDMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY  
NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL   
AGREEMENTS OF THE PARTIES.                                                      

  IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be
executed as of the day and year first written above.                            

MAKER:              

                     CENTURY PROPERTIES FUND XIX, a California
            limited partnership, by its duly
            authorized, sole general partner

                   BY:       FOX PARTNERS II, a California
                           general partnership, by its
                                    authorized, managing general partner

WITNESS:                      BY:       FOX CAPITAL MANAGEMENT CORPORATION,     
                                a California corporation, by its
                       duly authorized officer

/s/Douglas G. Brown           BY:       /s/William H. Jarrard, Jr.              

Name:Douglas G. Brown         Name:     William H. Jarrard, Jr.                 

Title:    President 

PAYEE:              

ATTEST:                       THE TRAVELERS INSURANCE COMPANY                   

/s/Robert Scoville            By:/s/Lynn M. Latham                              

Name:Robert Scoville          Name:Lynn M. Latham                               

Title:Asst. Secretary         Title:Vice President                              

Dates Referenced Herein

This ‘10KSB’ Filing		Date		Other Filings
		10/31/02		None on these Dates
		11/1/01
		10/31/01
Filed on:		3/30/98
		3/1/98
For Period End:		12/31/97
		9/1/94
				List all Filings