Exhibit 10.37


PARTIAL TERMINATION AND CONFIRMATION OF GUARANTEES


AND OTHER INCIDENTAL DOCUMENTS


THIS PARTIAL TERMINATION AND CONFIRMATION OF
GUARANTEES AND OTHER INCIDENTAL DOCUMENTS (this “Confirmation”) is made as of November 1,
2006 by FIVE STAR QUALITY CARE, INC., a Maryland corporation  (the “Guarantor”), FIVE
STAR QUALITY CARE TRUST, a Maryland business trust (the “Tenant”),
FSQ, INC., a Delaware corporation
(the “Tenant Pledgor”), each of the parties identified on the signature
page hereof as a subtenant pledgor (collectively, the “Subtenant Pledgors”)
and each of the parties identified on the signature page hereof as a subtenant
(collectively, the “Subtenants”) for the benefit of each of the parties
identified on the signature page hereof as a landlord (collectively, the “Landlords”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, pursuant to the terms of that certain Second Amended
and Restated Lease Agreement, dated as of November 19, 2004, as amended by that
certain First Amendment of Lease, dated as of May 17, 2005, that certain Second
Amendment to Second Amended and Restated Lease Agreement, dated as of June 3,
2005, that certain Third Amendment to Second Amended and Restated Lease
Agreement, dated as of October 31, 2005, that certain Third Amendment to Second
Amended and Restated Lease Agreement, dated as of December 30, 2005, that
certain Letter Agreement, dated as of March 13, 2006, that certain Fifth
Amendment to Second Amended and Restated Lease Agreement, dated as of September
1, 2006, that certain Sixth Amendment to Second Amended and Restated Lease
Agreement, dated as of October 1, 2006, that certain Seventh Amendment to
Second Amended and Restated Lease Agreement, dated as of October 1, 2006, and
that certain Eighth Amendment to Second Amended and Restated Lease, dated as of
November 1, 2006 (as so amended, the “Consolidated Lease”), the
Landlords lease to the Tenant, and the Tenant leases from the Landlords,
certain property, all as more particularly described in the Consolidated Lease;
and


WHEREAS, the payment and performance obligations
of the Tenant with respect to the Consolidated Lease are guaranteed by those
certain Guaranty Agreements described on Exhibit A attached hereto
(collectively, the “Guarantees”); and


WHEREAS, the payment and performance obligations
of the Tenant with respect to the Consolidated Lease are further secured by the
other Incidental Documents (this and other capitalized terms used but not
otherwise defined herein shall 











have the meanings ascribed to them in the Consolidated
Lease); and


WHEREAS, pursuant to a Ninth Amendment to Second Amended and
Restated Lease Agreement, dated as of the date hereof (the “Ninth Amendment”),
the Consolidated Lease is being amended to remove certain properties, as more
particularly described in the Ninth Amendment; and


WHEREAS, pursuant to the terms of that certain
Termination of Sublease, dated as of the date hereof (the “Sublease
Termination”) , between Tenant and Five Star Quality Care-CT, LLC (“Connecticut
Subtenant”), Tenant and Connecticut Subtenant mutually agree to terminate
the Sublease (as such term is defined in the Sublease Termination);


WHEREAS, in connection with, and as
a condition precedent to, the execution of the Ninth Amendment by the
Landlords, the Landlords have required that the parties hereto confirm that the
Guarantees and the other Incidental Documents remain in full force and effect
and apply to the Consolidated Lease as amended by the Ninth Amendment;


WHEREAS, on May 6, 2005, the
Guarantor undertook a corporate reorganization that resulted in changes in
ownership of certain of the Subtenants, among other things; and


WHEREAS, in connection with the
corporate reorganization of the Guarantor and the execution of the Ninth
Amendment, the parties hereto wish to amend certain of the Incidental
Documents, including (i) the Security Agreement, dated as of December 31, 2001,
by and among certain of the Subtenants and certain of the Landlords, as amended
and confirmed from time to time (the “Subtenant Security Agreement”);
(ii) the Security Agreement, dated as of December 31, 2001, by and among
the Tenant and certain of the Landlords, as amended and confirmed from time to
time (the “Tenant Security Agreement”); and (iii) the Second Amended and
Restated Pledge of Stock and Membership Interests Agreement, dated as of May 6,
2005, made by the Subtenant Pledgors for the benefit of the Landlords, as
amended and confirmed from time to time (the “Subtenant Pledge Agreement”),
all subject to and
upon the terms and conditions herein set forth;


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the mutual receipt and legal sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:











1.             Removal of
Subtenant.  The Connecticut Subtenant,
a party to the Subtenant Security Agreement and/or that certain Security
Agreement dated as of October 25, 2002, by and among certain of the Subtenants
and certain of the Landlords, as amended and confirmed from time to time, is
hereby removed from the Subtenant Security Agreement.  The Connecticut Subtenant, a party to the
Subtenant Guaranty (as defined in Exhibit A hereof) is hereby removed
from the Subtenant Guaranty.


2.             Amendment of
Subtenant Security Agreement.  The
Subtenant Security Agreement is hereby amended by (i) replacing Exhibit A
attached thereto with Schedule 1 attached hereto; (ii) replacing
Schedule 1 attached thereto with Schedule 2 attached hereto; and (iii)
replacing Schedule 2 attached thereto with Schedule 3 attached hereto.


3.             Amendment of
Tenant Security Agreement.  The
Tenant Security Agreement is hereby amended by replacing Schedule 2 attached
thereto with Schedule 4 attached hereto.


4.             Amendment of
Subtenant Pledge Agreement.  The
Subtenant Pledge Agreement is hereby amended by (i) replacing Exhibit A
attached thereto with Schedule 5 attached hereto; and (ii) replacing
Exhibit B attached thereto with Schedule 6 attached hereto.


5.             Confirmation
of Guarantees.  Each of the parties
to the Guarantees hereby confirms that all references in the Guarantees to the “Master
Lease” or the “Lease” shall refer to the Consolidated Lease as amended by the
Ninth Amendment and the Guarantees are hereby ratified and confirmed in all
respects.


6.             Confirmation of
Other Incidental Documents.  Each of
the parties to the Incidental Documents (other than the Guarantees) hereby
confirms that all references in such Incidental Documents to the “Master Lease”
or the “Lease” shall refer to the Consolidated Lease as amended by the Ninth
Amendment and that such Incidental Documents, as amended by this Confirmation,
are hereby ratified and confirmed in all respects.


7.             No Impairment,
Etc.  The obligations, covenants,
agreements and duties of the guarantors under the Guarantees shall not be
impaired in any manner by the execution and delivery of the Ninth Amendment,
the Guarantees, the other Incidental Documents, or any amendments, changes or
modifications thereof, and in no event shall any ratification or confirmation
of such Guarantees or such other Incidental Documents, or the obligations,
covenants, agreements and the duties of the guarantors thereunder or of the
parties under the 











other Incidental Documents, including, without
limitation, this Confirmation, be required in connection with any such
amendment, change or modification.


[Signatures
on following page.]











IN
WITNESS WHEREOF, the parties hereto have caused this
Confirmation to be duly executed, as a sealed instrument, as of the date first
set forth above.


	
  

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief Financial

  
	
   

  	
   

  	
  Officer and Assistant

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief Financial Officer 

  
	
   

  	
   

  	
  and Assistant 

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT PLEDGOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  FSQ, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief Financial

  
	
   

  	
   

  	
  Officer and Assistant Secretary

  



 











SUBTENANT PLEDGORS:


FSQ, INC., FIVE STAR QUALITY CARE TRUST, FVEST. JOE, INC., FIVE STAR QUALITY CARE-CA, INC., FIVE STAR QUALITY CARE-CA II, INC., FIVE STAR QUALITY CARE-CO, INC., THE HEARTLANDS RETIREMENT COMMUNITY-ELLICOTT CITY I,
INC., FIVE STAR QUALITY CARE-GA,
INC., FIVE STAR QUALITY CARE-IA,
INC., FIVE STAR QUALITY CARE-NE,
INC., FIVE STAR QUALITY CARE-WI,
INC.  and  LIFETRUST AMERICA, INC.


	
  

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief Financial

  
	
   

  	
   

  	
  Officer and Assistant

  
	
   

  	
   

  	
  Secretary of each of the

  
	
   

  	
   

  	
  foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LIFETRUST PROPERTIES, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  LifeTrust America Inc.,

  
	
   

  	
   

  	
  Its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief Financial

  
	
   

  	
   

  	
  Officer and Assistant

  
	
   

  	
   

  	
  Secretary

  



 











SUBTENANTS:


FIVE
STAR QUALITY CARE-AZ, LLC, FIVE STAR QUALITY CARE-CA, LLC, FIVE STAR QUALITY
CARE-CA II, LLC,


FIVE
STAR QUALITY CARE-COLORADO, LLC,


FIVE
STAR QUALITY CARE-CT, LLC, FIVE STAR QUALITY CARE-GA, LLC, FIVE STAR QUALITY
CARE-IA, LLC, FIVE STAR QUALITY CARE-KS, LLC, FIVE STAR QUALITY CARE-MD, LLC,
FIVE STAR QUALITY CARE-MO, LLC, FIVE STAR QUALITY CARE-NE, LLC, FIVE STAR
QUALITY CARE-NC, LLC FIVE STAR QUALITY CARE-WI, LLC, FIVE STAR QUALITY CARE-WY,
LLC, FIVE STAR QUALITY CARE-VA, LLC, FIVE STAR QUALITY CARE-CA, INC., FIVE STAR
QUALITY CARE-IA, INC.,


FIVE
STAR QUALITY CARE-NE, INC.,


MORNINGSIDE
OF GALLATIN, LLC, THE HEARTLANDS RETIREMENT COMMUNITY — ELLICOTT CITY I, INC. and


MORNINGSIDE
OF BELMONT, LLC


	
  

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief Financial

  
	
   

  	
   

  	
  Officer and Assistant

  
	
   

  	
   

  	
  Secretary of each of the

  
	
   

  	
   

  	
  foregoing entities

  



 











MORNINGSIDE
OF ANDERSON, L.P., MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP, MORNINGSIDE OF
COLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF
EVANS, LIMITED PARTNERSHIP, MORNINGSIDE OF GREENWOOD, L.P. and MORNINGSIDE OF
KENTUCKY, LIMITED PARTNERSHIP


	
  

  	
  By:

  	
  LifeTrust America, Inc.,

  
	
   

  	
   

  	
  General Partner of each of

  
	
   

  	
   

  	
  the foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Treasurer, Chief 

  
	
   

  	
   

  	
   

  	
  Financial Officer and 

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  



 


MORNINGSIDE OF BELLGRADE, RICHMOND,
LLC, MORNINGSIDE OF CHARLOTTESVILLE, LLC, MORNINGSIDE OF NEWPORT NEWS, LLC and
MORNINGSIDE OF SKIPWITH — RICHMOND, LLC


	
  

  	
  By:

  	
  LifeTrust America, Inc.,

  
	
   

  	
   

  	
  Member of each of the

  
	
   

  	
   

  	
  foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Treasurer, Chief 

  
	
   

  	
   

  	
   

  	
  Financial Officer and 

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  



 











LANDLORD:


HRES2 PROPERTIES TRUST,


SPTIHS PROPERTIES TRUST,


SPT-MICHIGAN TRUST,


SPTMNR PROPERTIES TRUST,


SNH CHS PROPERTIES TRUST,


ELLICOTT CITY LAND I, LLC,


ELLICOTT CITY LAND II, LLC,


SNH/LTA PROPERTIES TRUST and


SNH/LTA
PROPERTIES GA LLC


	
  

  	
  By:

  	
  /s/ John R. Hoadley

  
	
   

  	
   

  	
  John R. Hoadley

  
	
   

  	
   

  	
  Treasurer of each of the 

  
	
   

  	
   

  	
  foregoing entities

  



 











The following
exhibit and schedules have been omitted and will be supplementally furnished to
the Securities and Exchange Commission upon request:


Exhibit A


Schedule 1


Schedule 2


Schedule 3


Schedule 4


Schedule 5


Schedule
6