Exhibit
10.25


 


FIRST AMENDMENT TO SECURITY AGREEMENT


THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “First Amendment”) is
entered into as of this 19th day of April, 2004, by and among (i) FIVE STAR
QUALITY CARE TRUST, a Maryland business trust (the “Tenant”), and (ii)
each of the other parties identified on the signature page hereof
(collectively, the “Secured Parties”).


W  I  T  N  E
S  S  E  T  H:


WHEREAS, HRES2 Properties Trust, SPTIHS Properties Trust,
SPT-Michigan Trust and SPTMNR Properties Trust, as landlord (collectively, the
“Original Secured Parties”), and the Tenant, as tenant, entered into
that certain Master Lease Agreement dated as of December 31, 2001 as amended by
that certain Partial Termination of Lease and Sublease dated as of June 5,
2003, by and among SPTIHS Properties Trust and the Tenant, among others (as so
amended, the “Original Lease”), pursuant to which the Original Secured
Parties leased to the Tenant and the Tenant leased from the Original Secured
Parties certain properties as more particularly described in the Original
Lease; and


WHEREAS, pursuant to that certain Security Agreement, dated as
of December 31, 2001, by and among the Tenant and the Original Secured Parties
(the “Security Agreement”), the Tenant granted to the Original Secured
Parties a first and perfected lien and security interest in the Collateral
(this and other capitalized terms used and not otherwise defined herein having
the meanings ascribed to such terms in the Security Agreement) to secure the
payment and performance of the Obligations; and


WHEREAS, the Tenant and the Secured
Parties have entered into that certain Amended and Restated Lease Agreement
dated as of March 1, 2004 (the “Amended Lease”), which Amended Lease
amends and restates the Original Lease to add additional properties as more
particularly described in the Amended Lease; and


WHEREAS, the Tenant and the Secured Parties wish to amend the
Security Agreement to reflect the amendment and restatement of the Original
Lease and to remove four (4) of the facilities from Schedule 2 to the Security
Agreement, subject to and upon the terms and conditions hereinafter provided;











NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and legal
sufficiency of which are hereby acknowledged, the Tenant and the Secured
Parties hereto hereby agree as follows:


1.             All references in
the Security Agreement to the Master Lease shall mean the Amended Lease, as the
same may be amended from time to time.


2.             Schedule 2 to the
Security Agreement (“The Facilities”) is hereby amended by deleting the
following facilities therefrom:


	
  

  	
  VILLAGE GREEN
  HEALTHCARE CENTER

  	
   

  	
   

  
	
   

  	
  2932 N. 14th Street

  
	
   

  	
  Phoenix, Arizona 85014

  
	
   

  	
   

  
	
   

  	
  GLENWOOD CARE CENTER

  	
   

  	
   

  
	
   

  	
  303 Fifth Street N.P.O.
  Box 601

  
	
   

  	
  Glenwood, Georgia 30428

  
	
   

  	
   

  
	
   

  	
  HOWELL CARE CENTER

  	
   

  	
   

  
	
   

  	
  3003 West Grand River

  
	
   

  	
  Howell, Michigan 48843

  
	
   

  	
   

  
	
   

  	
  GRANDVIEW MANOR

  	
   

  	
   

  
	
   

  	
  Broad Street and
  Highway 4

  
	
   

  	
  Campbell, Nebraska 68932

  
										



3.    As
amended hereby, the Security Agreement is hereby ratified and confirmed.


[Signature
page follows.]











IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed under seal as of the date first above written.




	
  

  	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FIVE STAR QUALITY CARE TRUST,

  
	
   

  	
   

  	
   

  	
  a Maryland business
  trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rosemary Esposito

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Rosemary Esposito, R.N.

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President,
  Chief

  Operating Officer and Chief

  Clinical Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SECURED PARTIES:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  HRES2 PROPERTIES TRUST, a
  Maryland

  real estate investment trust,

  SPTIHS PROPERTIES TRUST, a

  Maryland real estate investment

  trust, SPT-MICHIGAN TRUST, a

  Maryland business trust, SPTMNR

  PROPERTIES TRUST, a Maryland real

  estate investment trust, SNH CHS

  PROPERTIES TRUST, a Maryland real

  estate investment trust, ELLICOTT

  CITY LAND I, LLC, a Delaware

  limited liability
  company, and

  ELLICOTT CITY LAND II, LLC, a

  Delaware limited liability company 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  John R. Hoadley

  	
   

  	
   

  	 

	
   

  	
   

  	
  Treasurer of each of the

  foregoing entities