**Exhibit10.25**

 

**FIRST AMENDMENT TO SECURITY AGREEMENT**

**THIS FIRST AMENDMENT TO SECURITY AGREEMENT** (this “First Amendment”) isentered into as of this 19th day of April, 2004, by and among (i) FIVE STARQUALITY 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”).

WITNESSETH:

**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 intothat certain Master Lease Agreement dated as of December 31, 2001 as amended bythat 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 soamended, the “Original Lease”), pursuant to which the Original SecuredParties leased to the Tenant and the Tenant leased from the Original SecuredParties certain properties as more particularly described in the OriginalLease; and

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

**WHEREAS,** the Tenant and the SecuredParties have entered into that certain Amended and Restated Lease Agreementdated as of March 1, 2004 (the “Amended Lease”), which Amended Leaseamends and restates the Original Lease to add additional properties as moreparticularly described in the Amended Lease; and

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

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**NOW, THEREFORE,** in consideration of the mutual covenants hereincontained and other good and valuable consideration, the mutual receipt and legalsufficiency of which are hereby acknowledged, the Tenant and the SecuredParties hereto hereby agree as follows:

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

2.             Schedule 2 to theSecurity Agreement (“The Facilities”) is hereby amended by deleting thefollowing 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.    Asamended hereby, the Security Agreement is hereby ratified and confirmed.

**[Signaturepage follows.]**

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendmentto 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 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|            |            |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |  |  |  |  |  |  |  |  |

 

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