**Exhibit 10.39**

**CONFIRMATION OF GUARANTEES AND CONFIRMATION ANDAMENDMENT OF OTHER INCIDENTAL DOCUMENTS**

**THIS CONFIRMATION OF GUARANTEES AND CONFIRMATIONAND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS**(this “Confirmation”) is made as of December22, 2006 by **FIVE STAR QUALITY CARE, INC.**, a Maryland corporation****(the “Guarantor”), **FIVESTAR QUALITY CARE TRUST**, a Maryland business trust (the “Tenant”),**FSQ, INC.**, a Delaware corporation(the “Tenant Pledgor”), each of the parties identified on the signaturepage 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 partiesidentified on the signature page hereof as a landlord (collectively, the “Landlords”).

**W****ITNESSETH :**

**WHEREAS**, pursuant to the terms of that certain Second Amendedand Restated Lease Agreement, dated as of November 19, 2004, as amended by thatcertain First Amendment of Lease dated as of May 17, 2005, that certain SecondAmendment to Second Amended and Restated Lease dated as of June 3, 2005, thatcertain Third Amendment to Second Amended and Restated Lease Agreement dated asof October 31, 2005, that certain other Third Amendment to Second Amended andRestated Lease Agreement dated as of December 30, 2005, that certain LetterAgreement dated as of March 13, 2006, that certain Fifth Amendment to SecondAmended and Restated Lease Agreement dated as of September 1, 2006, thatcertain Sixth Amendment to Second Amended and Restated Lease Agreement dated asof September 30, 2006, that certain Seventh Amendment to Second Amended andRestated Lease Agreement, dated as of October 1, 2006, that certain EighthAmendment to Second Amended and Restated Lease Agreement, dated as of November1, 2006, that certain Ninth Amendment to Second Amended and Restated Lease,dated as of November 1, 2006 and that certain Tenth Amendment to Second Amendedand Restated Lease Agreement, dated as of November 6, 2006 (effective as ofNovember 5, 2006) (as so amended, the “Consolidated Lease”), theLandlords 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 obligationsof the Tenant with respect to the Consolidated Lease are guaranteed by thosecertain Guaranty Agreements described on Exhibit A attached hereto(collectively, the “Guarantees”); and

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**WHEREAS,** the payment and performance obligationsof the Tenant with respect to the Consolidated Lease are further secured by theother Incidental Documents (this and other capitalized terms used but nototherwise defined herein shall have the meanings ascribed to them in theConsolidated Lease); and

**WHEREAS**, pursuant to an Eleventh Amendment to Second Amendedand Restated Lease Agreement, dated as of the date hereof (the “EleventhAmendment”), the Consolidated Lease is being amended to remove that certainpremises known as Christopher East Health & Rehabilitation Center andlocated at 1132 E. Knapp Street, Milwaukee, Wisconsin (the “TerminatedPremises”), as more particularly described in the Eleventh Amendment;

**WHEREAS,**pursuant to the terms ofthat 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 areterminating that certain Sublease Agreement, dated as of December 31, 2001, asamended from time to time, with respect to the Terminated Premises;

**WHEREAS,** in connection with, and asa condition precedent to, the execution of the Eleventh Amendment by theLandlords, the Landlords have required that the parties hereto confirm that theGuarantees and the other Incidental Documents remain in full force and effectand apply to the Consolidated Lease as amended by the Eleventh Amendment; and

**WHEREAS,**in connection with theexecution of the Eleventh Amendment and the Partial Termination, the parties heretowish to amend certain of the Incidental Documents, including (i) the SecurityAgreement, dated as of December 31, 2001, by and among certain of theSubtenants and certain of the Landlords, as amended and confirmed from time totime (the “Subtenant Security Agreement”); (ii) the Security Agreement,dated as of December 31, 2001, by and among the Tenant and certain of theLandlords, as amended and confirmed from time to time (the “Tenant SecurityAgreement”); and (iii) the Second Amended and Restated Pledge of Stock andMembership Interests Agreement, dated as of May 6, 2005, made by the SubtenantPledgors for the benefit of the Landlords, as amended and confirmed from timeto time (the “Subtenant Pledge Agreement”), all subject to and upon the terms and conditionsherein set forth;

**NOW, THEREFORE**, in consideration of the foregoing and for other goodand valuable consideration, the mutual receipt and 

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legal sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows:

1.             Amendment ofSubtenant Security Agreement.  TheSubtenant Security Agreement is hereby amended by (i) replacing Exhibit Aattached thereto with Schedule 1 attached hereto; (ii) replacingSchedule 1 attached thereto with Schedule 2 attached hereto; and (iii)replacing Schedule 2 attached thereto with Schedule 3 attached hereto.

3.             Amendment ofTenant Security Agreement.  TheTenant Security Agreement is hereby amended by replacing Schedule 2 attachedthereto with Schedule 4 attached hereto.

4.             Amendment ofSubtenant Pledge Agreement.  TheSubtenant Pledge Agreement is hereby amended by (i) replacing Exhibit Aattached thereto with Schedule 5 attached hereto; and (ii) replacingExhibit B attached thereto with Schedule 6 attached hereto.

5.             Confirmationof Guarantees.  Each of the partiesto the Guarantees hereby confirms that all references in the Guarantees to the “MasterLease” or the “Lease” shall refer to the Consolidated Lease as amended by theEleventh Amendment and the Guarantees are hereby ratified and confirmed in allrespects.

6.             Confirmation ofOther Incidental Documents.  Each ofthe parties to the Incidental Documents (other than the Guarantees) herebyconfirms that all references in such Incidental Documents to the “Master Lease”,the “Lease” or the “Second Amended Lease” shall refer to the Consolidated Leaseas amended by the Eleventh Amendment and that such Incidental Documents, asamended by this Confirmation, are hereby ratified and confirmed in allrespects.

7.             No Impairment,Etc.  The obligations, covenants,agreements and duties of the guarantors under the Guarantees shall not beimpaired in any manner by the execution and delivery of the Eleventh Amendment,the Guarantees, the other Incidental Documents, or any amendments, changes ormodifications thereof, and in no event shall any ratification or confirmationof such Guarantees or such other Incidental Documents, or the obligations,covenants, agreements and the duties of the guarantors thereunder or of theparties under the other Incidental Documents, including, without limitation,this Confirmation, be required in connection with any such amendment, change ormodification.

**[Signatureson following pages.]**

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**IN WITNESS WHEREOF**, the parties hereto have caused this Confirmation tobe 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 |   |

 

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|            | **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 |

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**SUBTENANTS:**

**FIVE STAR QUALITY CARE-AZ, LLC, FIVESTAR QUALITY CARE-CA, LLC, FIVE STAR QUALITY CARE-CA II, LLC,****FIVE STAR QUALITY CARE-COLORADO, LLC,****FIVE STAR QUALITY CARE-FL, LLC, FIVE STARQUALITY CARE-GA, LLC, FIVE STAR QUALITY CARE-GHV, LLC, FIVE STAR QUALITYCARE-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 STARQUALITY CARE-MS, LLC, FIVE STAR QUALITY CARE-NE, LLC, FIVE STAR QUALITY CARE-NC, LLC FIVE STARQUALITY CARE-WI, LLC, FIVE STAR QUALITY CARE-WY, LLC, FIVE STAR QUALITY CARE-VA, LLC, FIVE STARQUALITY CARE-CA, INC., FIVE STAR QUALITY CARE-IA, INC.,****FIVE STAR QUALITY CARE-NE, INC.,****MORNINGSIDE OF GALLATIN, LLC, THE HEARTLANDSRETIREMENT 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 |

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**MORNINGSIDEOF 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 |

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**LANDLORD:**

**HRES2PROPERTIES 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 |
|   |   |                                                            |

 

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

Exhibit A

Schedule 1Schedule 2Schedule 3Schedule 4Schedule 5Schedule 6

 

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