Exhibit 10.13


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 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 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
October 1, 2006, and that certain Seventh Amendment to Second Amended and
Restated Lease Agreement dated as of October 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 an Eighth Amendment to Second Amended
and Restated Lease Agreement, dated as of the date hereof (the “Eighth
Amendment”), the Consolidated Lease is being amended to add certain
property, as more particularly described in the Eighth Amendment;


WHEREAS, the Tenant intends to enter
into a sublease (the “Sublease”) with Five Star Quality Care-GA, LLC, a
Delaware limited liability company (“FVE-GA”) to sublease the property
being added to the Consolidated Lease pursuant to the Eighth Amendment to FVE-GA;


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


WHEREAS, in connection with the
execution of the Eighth Amendment and the Sublease, 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) deleting the following
paragraph 25 from Exhibit A attached thereto:


25.           Amended and Restated Sublease
Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a
Maryland business trust, and Five Star Quality Care-GA, LLC, a Delaware limited
liability company.









 



 


(ii) inserting the following new paragraph at the end
of Exhibit A attached thereto:


Second Amended and
Restated Sublease Agreement, dated November 1, 2006, by and between Five Star
Quality Care Trust, a Maryland business trust, and Five Star Quality Care-GA,
LLC, a Delaware limited liability company.


and (iii) inserting the following in the appropriate
order on Schedule 2 attached thereto:




	
  GEORGIA:

  	
  MARSH VIEW SENIOR LIVING

  	
  Five Star Quality Care-GA, LLC

  
	
   

  	
  7410 Skidaway Road

  	
   

  
	
   

  	
  Savannah, GA 31406-6446

  	
   

  






 


2.             Amendment of
Tenant Security Agreement.  The
Tenant Security Agreement is hereby amended by inserting the following in the
appropriate order on Schedule 2 attached thereto:


GEORGIA:


SENIOR LIVING OF MARSH VIEW

7410 Skidaway Road

Savannah, GA  31406-6446


3.             Amendment of
Subtenant Pledge Agreement.  The
Subtenant Pledge Agreement is hereby amended by (i) deleting the following
paragraph 25 from Exhibit A attached thereto:


25.           Amended and Restated Sublease
Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a
Delaware limited liability company, as subtenant.


and (ii) inserting the following new paragraph at the
end of Exhibit A attached thereto:


Second Amended and
Restated Sublease Agreement, dated November 1, 2006, by and between Five Star
Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star
Quality Care-GA, LLC, a Delaware limited liability company, as subtenant.


4.             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
Eighth Amendment and the Guarantees are hereby ratified and confirmed in all
respects.









 



 


5.             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 Eighth Amendment and that such Incidental Documents, as
amended by this Confirmation, are hereby ratified and confirmed in all
respects.


6.             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 Eighth 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-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

  
	
   

  	
   

  	
  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

  



 









 



 


EXHIBIT A


GUARANTEES


1.                                       Guaranty
Agreement, dated as of December 31, 2001, made by Guarantor in favor of HRES2
Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust and SPTMNR
Properties Trust.


2.                                       Guaranty
Agreement, dated as of October 25, 2002, made by Guarantor in favor of SNH CHS
Properties Trust.


3.                                       Guaranty
Agreement, dated as of October 25, 2002, made by certain of the Subtenants in
favor of SNH CHS Properties Trust (the “Subtenant Guaranty”).


The Guarantees
were confirmed pursuant to (i) that certain Confirmation of Guarantees and
Security Documents, dated as of March 1, 2004, made by certain of the parties
hereto; (ii) that certain Confirmation of Guarantees and Other Incidental
Documents, dated as of June 23, 2004, made by certain of the parties hereto;
(iii) that certain Confirmation of Guarantees and Other Incidental Documents,
dated as of November 19, 2004, made by certain of the parties hereto; (iv)
that certain Confirmation of Guarantees and Confirmation and Amendment of Other
Incidental Documents, dated as of June 3, 2005, made by certain of the parties
hereto; (v) that certain Confirmation of Guarantees and Confirmation and
Amendment of Other Incidental Documents, dated as of October 31, 2005, made by
certain of the parties hereto; (vi) that certain Confirmation of Guarantees and
Confirmation and Amendment of Other Incidental Documents, dated as of September
1, 2006, made by certain of the parties hereto; and (vii) that certain
Confirmation of Guarantees and Confirmation and Amendment of Other Incidental
Documents, dated as of October 1, 2006, made by certain of the parties hereto.