Exhibit 10.39


CONFIRMATION OF GUARANTEES AND CONFIRMATION AND

AMENDMENT OF OTHER INCIDENTAL DOCUMENTS


THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION
AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS (this “Confirmation”) is made as of December
22, 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 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 other 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 September 30, 2006, that certain Seventh Amendment to Second Amended and
Restated Lease Agreement, dated as of October 1, 2006, that certain Eighth
Amendment to Second Amended and Restated Lease Agreement, dated as of November
1, 2006, that certain Ninth Amendment to Second Amended and Restated Lease,
dated as of November 1, 2006 and that certain Tenth Amendment to Second Amended
and Restated Lease Agreement, dated as of November 6, 2006 (effective as of
November 5, 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 an Eleventh Amendment to Second Amended
and Restated Lease Agreement, dated as of the date hereof (the “Eleventh
Amendment”), the Consolidated Lease is being amended to remove that certain
premises known as Christopher East Health & Rehabilitation Center and
located at 1132 E. Knapp Street, Milwaukee, Wisconsin (the “Terminated
Premises”), as more particularly described in the Eleventh Amendment;


WHEREAS, pursuant to the terms of
that certain Partial Termination of Sublease (the “Partial Termination”),
dated as of the date hereof, between Tenant and Five Star Quality Care-WI, LLC
(the “Wisconsin Subtenant”), Tenant and the Wisconsin Subtenant are
terminating that certain Sublease Agreement, dated as of December 31, 2001, as
amended from time to time, with respect to the Terminated Premises;


WHEREAS, in connection with, and as
a condition precedent to, the execution of the Eleventh 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 Eleventh Amendment; and


WHEREAS, in connection with the
execution of the Eleventh Amendment and the Partial Termination, 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.             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
Eleventh 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”,
the “Lease” or the “Second Amended Lease” shall refer to the Consolidated Lease
as amended by the Eleventh 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 Eleventh 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 pages.]











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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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-FL, LLC, FIVE STAR
QUALITY CARE-GA, LLC, FIVE STAR QUALITY CARE-GHV, LLC, FIVE STAR QUALITY
CARE-IA, LLC, FIVE STAR QUALITY CARE-IL, LLC, FIVE STAR QUALITY CARE-KS, LLC, 

FIVE STAR QUALITY CARE-MD, LLC, FIVE STAR QUALITY CARE-MO, LLC, FIVE STAR
QUALITY CARE-MS, 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

  












 


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