8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 5, 2006

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

            Maryland       

(State or other jurisdiction

of incorporation)

Commission File No. 1-16817	04-3516029         (IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts (Address of Principal Executive Offices)	02458             (Zip Code)

Registrant’s telephone number, including area code: (617) 796-8387

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Rehabilitation Hospitals

On October 1, 2006, the term of our lease for two rehabilitation hospitals with Senior Housing Properties Trust, or Senior Housing, commenced and we began operating the two rehabilitation hospitals, as more fully described in a copy of our press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Lease of Senior Living Communities from Senior Housing

On September 1, 2006, we agreed to lease five senior living communities with 783 living units from Senior Housing, as more fully described in a copy of our press release attached hereto as Exhibit 99.2 and incorporated herein by reference. These communities are located in California, Illinois, Kentucky and Florida.

On October 1, 2006, we agreed to lease three senior living communities with 304 living units from Senior Housing, as more fully described in a copy of our press release attached hereto as Exhibit 99.3 and incorporated herein by reference. These communities are located in Georgia and Mississippi.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Third Amendment to Second Amended and Restated Lease Agreement, dated as of December 30, 2005, by and among Ellicott City Land I LLC, Ellicott City Land II LLC, HRES2 Properties Trust, SNH CHS Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust, SPTMNR Properties Trust, SNH/LTA Properties Trust and SNH/LTA Properties GA LLC, as Landlord, and Five Star Quality Care Trust, as Tenant.

10.2 Letter Agreement, dated as of March 13, 2006, by and between Senior Housing Properties Trust and Five Star Quality Care Trust.

10.3 Fifth Amendment to Second Amended and Restated Lease Agreement, dated as of September 1, 2006, by and among Ellicott City Land I LLC, Ellicott City Land II LLC, HRES2 Properties Trust, SNH CHS Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust, SPTMNR Properties Trust, SNH/LTA Properties Trust and SNH/LTA Properties GA LLC, as Landlord, and Five Star Quality Care Trust, as Tenant.

10.4. Sixth Amendment to Second Amended and Restated Lease Agreement, dated as of October 1, 2006, by and among Ellicott City Land I LLC, Ellicott City Land II LLC, HRES2 Properties Trust, SNH CHS Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust, SPTMNR Properties Trust, SNH/LTA Properties Trust and SNH/LTA Properties GA LLC, as Landlord, and Five Star Quality Care Trust, as Tenant.

10.5 Confirmation of Guarantees and Confirmation and Amendment of Other Incidental Documents, dated as of September 1, 2006, by and among Five Star Quality Care, Inc., certain affiliates of Five Star Quality Care, Inc. and certain affiliates of Senior Housing Properties Trust.

10.6 Confirmation of Guarantees and Confirmation and Amendment of Other Incidental Documents, dated as of October 1, 2006, by and among Five Star Quality Care, Inc., certain affiliates of Five Star Quality Care, Inc. and certain affiliates of Senior Housing Properties Trust.

99.1 Press release of Five Star Quality Care, Inc., dated October 2, 2006.

99.2 Press release of Five Star Quality Care, Inc., dated September 1, 2006.

99.3 Press release of Five Star Quality Care, Inc., dated October 2, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIVE STAR QUALITY CARE, INC.

By: /s/ Bruce J. Mackey Jr.          

Name: Bruce J. Mackey Jr.

Title: Treasurer and Chief Financial Officer

Date: October 5, 2006

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this ^“Amendment”) is made and entered into as of December 30, 2005 by and among (i) each of the parties identified on the signature page hereof as landlord (collectively, ^“Landlord^”), and (ii) FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).

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, as further amended by that certain Second Amendment to Second Amended and Restated Lease Agreement dated as of June 3, 2005 (as so amended, the “Amended Lease”), Landlord leases to Tenant and Tenant leases from Landlord certain premises at various locations, including those premises as more particularly described on Exhibit A attached hereto (the “Valley View Premises”); and

WHEREAS, Landlord and Tenant now wish to terminate the Amended Lease with respect to the Valley View Premises and to amend the Amended Lease, subject to and upon the terms and conditions hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Tenant represents and warrants that Tenant has not assigned the Amended Lease with respect to the Valley View Premises or sublet all or any portion of the Valley View Premises or otherwise granted the right to occupy all or any portion of the Valley View Premises to any person or entity.

2.Effective as of the date hereof, the Amended Lease is terminated with respect to the Valley View Premises and no party shall have any further rights or liabilities thereunder with respect to the Valley View Premises, except those rights and liabilities which by their terms survive termination of the Amended Lease.

3.Exhibit A-7 of the Amended Lease is hereby amended by deleting it in its entirety and inserting ^“[INTENTIONALLY DELETED]” in its place.

4.As partially terminated and amended hereby, the Amended Lease is hereby ratified and confirmed.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD: ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST, SPTMNR PROPERTIES TRUST, 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
TENANT: FIVE STAR QUALITY CARE TRUST
By:	/s/ Bruce J. Mackey Jr.        Bruce J. Mackey Jr. Treasurer, Chief Financial Officer and Assistant Secretary

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

EXHIBIT A – The Valley View Premises

EX-10.2

Exhibit 10.2

Senior Housing Properties Trust

400 Centre Street

Newton, MA 02458

March 13, 2006

Five Star Quality Care Trust

400 Centre Street

Newton, MA 02458

Attention: Bruce J. Mackey

Re: Second Amended and Restated Lease Agreement dated as of November 19, 2004 (as amended, the “Lease”)

Dear Bruce:

The purpose of this letter is to confirm that, pursuant to Section 4.1.1(b) of the Lease, Valley View was sold on December 31, 2005. The net proceeds of the sale received were $2,676,448.00. Accordingly, effective January 1, 2006, Minimum Rent payable under the Lease shall be reduced by $267,644.80 per annum.

Very truly yours,

/s/ John R. Hoadley

John R. Hoadley

Acknowledged and Agreed:

Five Star Quality Care Trust

By:	/s/ Bruce J. Mackey Jr.
	Bruce J. Mackey, Jr.
	Treasurer

EX-10.3

Exhibit 10.3

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of September 1, 2006 by and among each of the parties identified on the signature page hereof as a Landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).

WITNESSETH:

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, and that certain Letter Agreement, dated as of March 13, 2006 (as so amended, the “Consolidated Lease”), Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property (this and other capitalized terms used but not otherwise defined herein having the meanings given such terms in the Consolidated Lease), all as more particularly described in the Consolidated Lease; and

WHEREAS, on or about the date hereof, SNH/LTA Properties Trust has acquired five (5) senior living properties from certain affiliates of Holiday Retirement Corp. (collectively, the “Holiday Properties”); and

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Holiday Properties;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Definition of Base Year. The definition of the term “Base Year” set forth in Section 1.9 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following:

“Base Year” shall mean (i) with respect to the Existing Properties, the 2005 calendar year, (ii) with respect to the Additional Properties, the 2006

calendar year, (iii) with respect to the Holiday Properties other than the Buena Vida Property, the 2007 calendar year, and (iv) with respect to the Buena Vida Property, the 2008 calendar year.

2.Definition of Disbursement Rate. The definition of the term “Disbursement Rate” set forth in Section 1.23 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following:

“Disbursement Rate” shall mean (a) with respect to all of the Properties other than the Holiday Properties, an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate, and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus four hundred (400) basis points, and (b) with respect to the Holiday Properties, an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate, and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred twenty-five (325) basis points; provided, however, that in no event shall the Disbursement Rate exceed eleven and one-half percent (11.5%).

3.Definition of Interest Rate. The definition of the term “Interest Rate” set forth in Section 1.54 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following:

“Interest Rate” shall mean, (i) with respect to the Existing Properties, ten percent (10%) per annum, (ii) with respect to the Additional Properties, nine percent (9%) per annum, and (iii) with respect to the Holiday Properties, eight and one quarter percent (8.25%) per annum.

4.Definition of Minimum Rent. The definition of the term “Minimum Rent” set forth in Section 1.69 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following:

“Minimum Rent” shall mean the sum of Thirty-Seven Million Six Hundred Forty-Six Thousand Three Hundred Forty-Four and 00/100 Dollars ($37,646,344.00) per annum.

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5.Definition of Buena Vida Property. The following new definition for the term “Buena Vida Property” is hereby added to the Consolidated Lease as a new Section 1.99:

“Buena Vida Property” shall mean the Property known as Buena Vida and located in Naples, Florida on the Land described on Exhibit A-7 attached hereto.

6.Definition of Holiday Properties. The following new definition for the term “Holiday Properties” is hereby added to the Consolidated Lease as a new Section 1.100:

“Holiday Properties” shall mean the Properties located on the Land described in Exhibit A-7 and Exhibits A-89 through and including A-92 attached hereto.

7.Leased Property. Section 2.1 of the Consolidated Lease is hereby amended by deleting subsection (a) in its entirety and replacing it with the following:

(a)those certain tracts, pieces and parcels of land as more particularly described in Exhibits A-1 through A-92 attached hereto and made a part hereof (the “Land”).

8.Additional Rent. Section 3.1.2 of the Consolidated Lease is hereby amended by deleting the second sentence therefrom in its entirety.

9.Permitted Use. Section 4.1.1 of the Consolidated Lease is hereby amended by deleting subsection (b) in its entirety and replacing it with the following:

(b)In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated,Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person

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having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to (x) ten percent (10%) of the net proceeds of sale received by Landlord in the case of an Existing Property, (y) nine percent (9%) of the net proceeds of sale received by Landlord in the case of an Additional Property, and (z) eight and one quarter percent (8.25%) of the net proceeds of sale received by Landlord in the case of a Holiday Property. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal (i) in the case of an Offer for an Existing Property, to ten percent (10%) of the projected net proceeds determined by reference to such Offer, (ii) in the case of an Additional Property, nine percent (9%) of the projected net proceeds determined by reference to such Offer, and (iii) in the case of a Holiday Property, eight and one quarter percent (8.25%) of the net proceeds determined by reference to such Offer.

10.Exhibit A. Exhibit A to the Consolidated Lease is hereby amended by deleting Exhibit A-7 attached thereto in its entirety and replacing it with Exhibit A-7 attached hereto and by adding Exhibits A-89 through A-92 attached hereto following Exhibit A-88 to the Consolidated Lease.

11.Ratification. As amended hereby, the Consolidated Lease is hereby ratified and confirmed.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD:

ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST,SPTMNR PROPERTIES TRUST, 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

TENANT:

FIVE STAR QUALITY CARE TRUST

By:/s/ Bruce J. Mackey Jr.        

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

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

EXHIBIT A-7 - BUENA VIDA PROPERTY

EXHIBIT A-89

EXHIBIT A-90

EXHIBIT A-91

EXHIBIT A-92

EX-10.4

Exhibit 10.4

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of October 1, 2006 by and among each of the parties identified on the signature page hereof as Landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).

WITNESSETH:

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, and that certain Fifth Amendment to Second Amended and Restated Lease Agreement, dated as of September 1, 2006 (as so amended, the “Consolidated Lease”), Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property (this and other capitalized terms used but not otherwise defined herein having the meanings given such terms in the Consolidated Lease), all as more particularly described in the Consolidated Lease; and

WHEREAS, on or about the date hereof, Senior Housing Properties Trust has acquired all of the stock and other equity interests in RSA Healthcare, Inc. (“RSA”), whose wholly-owned subsidiary, Savannah Square, Inc. (the “Savannah Square Owner”), owns the fee simple interest in a senior living facility known as Savannah Square and located in Savannah, Georgia (the “Savannah Square Property”); and

WHEREAS, Landlord and Tenant would prefer to add the Savannah Square Property to the Consolidated Lease on the date hereof but it is not feasible to do so because of certain financing restrictions which currently encumber the Savannah Square Property; and

WHEREAS, instead of adding the Savannah Square Property to the Consolidated Lease as of the date hereof, the Savannah Square Owner is leasing the Savannah Square Property to Five Star Quality Care-Savannah, LLC (the “Savannah Square Operator”) pursuant to a separate Lease Agreement, dated as of the date

hereof, between the Savannah Square Owner and the Savannah Square Operator; and

WHEREAS, Landlord and Tenant have agreed to amend the Consolidated Lease in certain respects in order to (among other reasons) add the Savannah Square Property to the Consolidated Lease as soon as the applicable financing restrictions are removed; and

WHEREAS, the Savannah Square Owner has agreed to join in this Amendment for purposes of evidencing its consent to this Amendment and its agreement to become a Landlord under the Consolidated Lease and to lease the Savannah Square Property to Tenant as soon as it becomes feasible to do so; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Definition of Savannah Square Lease. Effective as of the date hereof, the following new definition for the term “Savannah Square Lease” is hereby added to the Consolidated Lease as a new Section 1.101:

“Savannah Square Lease” shall mean that certain Lease Agreement, dated as of September 30, 2006, between Savannah Square, Inc., as landlord, and Five Star Quality Care-Savannah, LLC, as tenant.

2.Definition of Savannah Square Leased Property. Effective as of the date hereof, the following new definition for the term “Savannah Square Leased Property” is hereby added to the Consolidated Lease as a new Section 1.102:

“Savannah Square Leased Property” shall mean the “Leased Property”, as defined therein, under the Savannah Square Lease.

3.Default under Savannah Square Lease. Effective as of the date hereof, Section 12.1(m) of the Consolidated Lease is hereby amended by deleting the existing Section 12.1(m) in its entirety and replacing it with the following:

should there occur an “Event of Default”, as defined therein, under the Savannah Square Lease.

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4.Financial Statements. Effective as of the date hereof, Section 17.2(f) of the Consolidated Lease is hereby amended by deleting the existing Section 17.2(f) in its entirety and replacing it with the following:

promptly, upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant, any Guarantor, and/or any Affiliated Party of Tenant which is a party to an LTA GMAC Lease or the Savannah Square Lease as Landlord reasonably may request from time to time.

5.Savannah Square Property. Effective as of the date hereof, the following new Section 21.12 is hereby added to the Consolidated Lease immediately following Section 21.11:

Savannah Square Property. Landlord and Tenant expressly acknowledge and agree that, effective automatically upon the release of the Savannah Square Leased Property from the financing which is secured by the Savannah Square Leased Property, the Savannah Square Leased Property shall be added to and demised under this Agreement in accordance with the terms and conditions hereof, the Minimum Rent payable hereunder shall be increased by an amount equal to the Minimum Rent payable under the Savannah Square Lease, and the Additional Rent payable hereunder shall be increased by an amount equal to the Additional Rent payable under the Savannah Square Lease. The addition of the Savannah Square Property in accordance with the terms hereof shall be automatic without any requirement that Landlord or Tenant take any action or execute any document, instrument, amendment or confirmation with respect thereto. Notwithstanding the foregoing, Landlord and Tenant shall execute and deliver such documents, instruments, agreements and confirmations as the other party shall reasonably request with respect to the foregoing.

6.Ratification. As amended hereby, the Consolidated Lease is hereby ratified and confirmed.

[Signature Page Follows.]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD:

ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST,SPTMNR PROPERTIES TRUST, 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

TENANT:

FIVE STAR QUALITY CARE TRUST

By:/s/ Bruce J. Mackey Jr.        

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

THE SAVANNAH SQUARE OWNER HEREBY JOINS IN THE EXECUTION OF THIS AMENDMENT FOR THE LIMITED PURPOSES OF CONSENTING TO THE TERMS AND CONDITIONS HEREOF ONCE THE FINANCING RESTRICTIONS ARE NO LONGER APPLICABLE TO THE SAVANNAH SQUARE PROPERTY.

SAVANNAH SQUARE OWNER:

SAVANNAH SQUARE, INC.,

a Georgia corporation

/s/ John R. Hoadley            

John R. Hoadley

Treasurer

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EX-10.5

Exhibit 10.5

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 September 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”).

WITNESSETH :

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 Amended and Restated Lease Agreement dated as of December 30, 2005 and that certain Letter Agreement dated as of March 13, 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 Fifth Amendment to Second Amended and Restated Lease Agreement, dated as of the date hereof (the “Fifth Amendment”), the Consolidated Lease is being amended to

add certain properties, as more particularly described in the Fifth Amendment;

WHEREAS, the Tenant intends to sublease the properties being added to the Consolidated Lease pursuant to the Fifth Amendment to certain affiliates of the Tenant (collectively, the “Subleases”);

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

WHEREAS, in connection with the execution of the Fifth Amendment and the Subleases, 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.Joinder by Subtenants. Each of the Subtenants that is not otherwise a party to the Subtenant Security Agreement 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, hereby joins in the Subtenant Security Agreement as if it had originally executed and delivered the Subtenant Security Agreement as a “Subtenant” thereunder. Each of the Subtenants that is not otherwise a party to the Subtenant Guaranty (as defined in Exhibit A hereof) hereby joins in the Subtenant Guaranty as if it had originally executed and delivered the Subtenant Guaranty as a “Subtenant” thereunder.

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 Fifth 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 Fifth 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 Fifth 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.andLIFETRUST 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-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.       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.       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; and (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.

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

SCHEDULE 1 – EXHIBIT A - Subleases

SCHEDULE 2 – SCHEDULE 1

SCHEDULE 3 – SCHEDULE 2 - The Facilities

SCHEDULE 4 – SCHEDULE 2 - The Facilities

SCHEDULE 5 – EXHIBIT A - Subleases

SCHEDULE 6 – EXHIBIT B - Pledged Interests

EX-10.6

Exhibit 10.6

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 October 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”).

WITNESSETH :

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 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 and that certain Sixth Amendment to Second Amended and Restated Lease Agreement dated as of September 30, 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 Seventh Amendment to Second Amended and Restated Lease Agreement, dated as of the date hereof (the “Seventh Amendment”), the Consolidated Lease is being amended to add certain properties, as more particularly described in the Seventh Amendment;

WHEREAS, the Tenant intends to sublease the properties being added to the Consolidated Lease pursuant to the Seventh Amendment to Five Star Quality Care-MS, LLC, an affiliate of the Tenant (collectively, the “Sublease”);

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

WHEREAS, in connection with the execution of the Seventh 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.Joinder by Subtenant. Five Star Quality Care-MS, LLC hereby joins in the Subtenant Security Agreement as if it had originally executed and delivered the Subtenant Security Agreement as a “Subtenant” thereunder. Five Star Quality Care-MS, LLC hereby joins in the Subtenant Guaranty as if it had originally executed and delivered the Subtenant Guaranty as a “Subtenant” thereunder.

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 Seventh 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 Seventh 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 Seventh 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.   

Name:  Bruce J. Mackey Jr.       

Title: Treasurer, Chief Financial 
Officer and Assistant Secretary

TENANT:

FIVE STAR QUALITY CARE TRUST

By:    /s/ Bruce J. Mackey Jr.   

Name:  Bruce J. Mackey Jr.       

Title: Treasurer, Chief Financial 
Officer and Assistant Secretary

TENANT PLEDGOR:

FSQ, INC.

By:    /s/ Bruce J. Mackey Jr.   

Name:  Bruce J. Mackey Jr.       

Title: 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.andLIFETRUST AMERICA, INC.

By:    /s/ Bruce J. Mackey Jr.   

Name:  Bruce J. Mackey Jr.       

Title: 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.   

Name:  Bruce J. Mackey Jr.       

Title: 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.   

Name:  Bruce J. Mackey Jr.       

Title: 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.   

Name:  Bruce J. Mackey Jr.       

Title: 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.   

Name:  Bruce J. Mackey Jr.       

Title: 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    

Name:  John R. Hoadley        

Title: Treasurer              

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; and (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.

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

SCHEDULE 1 – EXHIBIT A - Subleases

SCHEDULE 2 – SCHEDULE 1

SCHEDULE 3 – SCHEDULE 2 - The Facilities

SCHEDULE 4 – SCHEDULE 2 - The Facilities

SCHEDULE 5 – EXHIBIT A - Subleases

SCHEDULE 6 – EXHIBIT B - Pledged Interests

EX-99.1

Exhibit 99.1

400 Centre Street, Newton, MA 02458-2076

tel: (617) 796-8350     fax: (617) 796-8385

FOR IMMEDIATE RELEASE

Contact:

Timothy A. Bonang

Manager of Investor Relations

(617) 796-8149

www.fivestarqualitycare.com

Five Star Begins Operating Two Hospitals

Newton, MA (October 2, 2006). Five Star Quality Care, Inc. (AMEX: FVE) today announced that it yesterday began operating two rehabilitation hospitals located in Braintree and Woburn, MA. The hospitals are owned by Senior Housing Properties Trust (NYSE: SNH).

Under its lease agreement, FVE is responsible for $10.25 million in annual rent payments to SNH for the hospitals. The term of the lease is to 2026. FVE and SNH have agreed that either of them may request that the rent be reset effective July 2011.

These hospitals were previously operated by HealthSouth Corporation (OTC BB: HLSH). Reliable historical financial information about the hospitals’ current operations is not available at this time, but FVE believes it will be able to operate these hospitals profitably.

Five Star Quality Care, Inc. is a healthcare services company which operates healthcare and senior living facilities, including rehabilitation hospitals and independent living, assisted living and skilled nursing communities. FVE also operates five institutional pharmacies, one of which also provides mail order pharmaceuticals to the general public. FVE is headquartered in Newton, Massachusetts.

WARNINGS REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. FORWARD LOOKING STATEMENTS REPRESENT FVE’S PRESENT BELIEFS AND EXPECTATIONS BUT THEY MAY NOT OCCUR. FOR EXAMPLE, THIS PRESS RELEASE STATES THAT FVE EXPECTS TO OPERATE THE LEASED HOSPITALS PROFITABLY. THE HISTORICAL OPERATING AND FINANCIAL INFORMATION CONCERNING THE HOSPITALS’ OPERATIONS WHICH FVE HAS IS SUSPECT AND MAY NOT BE ACCURATE. ALSO, RECENT CHANGES IN MEDICARE RATE FORMULAS APPLICABLE TO REHABILITATION HOSPITALS (I.E., THE SO CALLED “75% RULE”) MAKE IT DIFFICULT TO PROJECT THE HOSPITALS’ FUTURE FINANCIAL RESULTS. IN THESE CIRCUMSTANCES, FVE’S PROJECTION THAT ITS FUTURE OPERATIONS OF THESE HOSPITALS WILL BE PROFITABLE MAY PROVE TO BE INACCURATE. IN FACT, FVE MAY BE UNABLE TO OPERATE THESE HOSPITALS PROFITABLY AND FVE MAY LOSE MONEY IN THESE OPERATIONS. IN PART BECAUSE OF THESE UNCERTAINTIES, FVE AND SNH HAVE AGREED THAT EITHER OF THEM MAY REQUEST THAT THE RENT FVE HAS AGREED TO PAY SNH BE RESET EFFECTIVE JULY 1, 2011. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS.

(end)

EX-99.2

Exhibit 99.2

400 Centre Street, Newton, MA 02458-2076

tel: (617) 796-8350     fax: (617) 796-8385

FOR IMMEDIATE RELEASE

Contact:

Timothy A. Bonang

Manager of Investor Relations

(617) 796-8149

www.fivestarqualitycare.com

Five Star Quality Care, Inc. Agrees to Lease 5 Communities

Newton, MA (September 1, 2006). Five Star Quality Care, Inc. (AMEX: FVE) today announced it has reached agreement with Senior Housing Properties Trust (NYSE: SNH) to lease five (5) senior living communities with 783 living units.

The rent payable by FVE to SNH for these five communities will be $5,073,750/year, plus future increases calculated as a percentage of the revenue increases at these communities. These communities will be added to an existing combination lease from SNH to FVE which has a current term ending in 2020, plus tenant renewal options thereafter. A summary description of these communities is as follows:

	Type of		Units			Private	Recent
Location	Property	IL	AL	SNF	Total	Pay	Occupancy
San Bernadino, CA	IL	131	0	0	131	100%	82%
Springfield, IL	IL	110	0	0	110	100%	86%
Frankfort, KY	IL	103	0	0	103	100%	90%
Naples, FL	AL	0	144	0	144	100%	60%
Pompano Beach, FL	CCRC	190	45	60	295	70%	92%
TOTAL		534	189	60	783

FVE expects that this acquisition may be modestly accretive to earnings in the near term and that the earnings from these communities may improve in the future as occupancies increase and as additional services are made available to residents.

Five Star Quality Care, Inc. is a healthcare services company which operates senior living communities. Five Star owns and leases 156 communities with over 17,500 separate living units located in 28 states. These communities include independent living, assisted living and skilled nursing communities. Five Star also operates five institutional pharmacies, one of which also provides mail order pharmaceuticals to the general public. Five Star is headquartered in Newton, Massachusetts.

WARNINGS REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. FORWARD LOOKING STATEMENTS REPRESENT FVE’S PRESENT BELIEFS AND EXPECTATIONS BUT THEY MAY NOT OCCUR. FOR EXAMPLE, THIS PRESS RELEASE STATES THAT THIS ACQUISITION IS EXPECTED TO MODESTLY IMPROVE FVE’S EARNINGS IN THE NEAR TERM AND TO FURTHER IMPROVE FVE’S EARNINGS THEREAFTER AS OCCUPANCY INCREASES AND AS ADDITIONAL SERVICES ARE MADE AVAILABLE TO RESIDENTS OF THE ACQUIRED FACILITIES. FOR THIS ACQUISITION TO BE ACCRETIVE TO FVE’S EARNINGS, FVE MUST MAINTAIN AND IMPROVE THE EXISTING REVENUES AND LIMIT OPERATING EXPENSES. IN FACT, OCCUPANCY AT THESE COMMUNITIES MAY DECLINE, REVENUES REALIZED AT THESE COMMUNITIES MAY DECLINE AND/OR OPERATING EXPENSES MAY INCREASE. THESE RESULTS MAY OCCUR FOR NUMEROUS REASONS, INCLUDIING COMPETITION FROM OTHER SENIOR LIVING COMMUNITIES IN AREAS IN WHICH THESE PROPERTIES ARE LOCATED. SOME OF THESE FACTORS, SUCH AS CHANGES IN THE ECONOMY GENERALLY OR ACTIONS BY COMPETITORS ARE BEYOND FVE’S CONTROL. FUTURE EARNINGS FROM THESE PROPERTIES ARE NOT GUARANTEED AND THIS ACQUISITION MAY PRODUCE LOSSES. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS.

(end)

EX-99.3

Exhibit 99.3

400 Centre Street, Newton, MA 02458-2076

tel: (617) 796-8350     fax: (617) 796-8385

FOR IMMEDIATE RELEASE

Contact:

Timothy A. Bonang

Manager of Investor Relations

(617) 796-8149

www.fivestarqualitycare.com

Five Star Leases Three Communities

Newton, MA (October 2, 2006). Five Star Quality Care, Inc. (AMEX: FVE) today announced it has leased three senior living communities with 304 living units from Senior Housing Properties Trust (NYSE: SNH). A summary description of these communities is as follows:

	Type of		Units		Total	Private	Recent
Location	Property	IL	AL	SNF	Living Units	Pay Revenues	Occupancy
Savannah, GA	CCRC	112	42	40	194	93%	91%
Oxford, MS	AL	0	55	0	55	100%	95%
Southhaven, MS	AL	0	55	0	55	100%	98%
TOTAL		112	152	40	304

CCRC means continuing care retirement community.

IL means independent living.

AL means assisted living.

SNF means skilled nursing facility.

Private Pay Revenues means revenues which are not Medicare or Medicaid.

The rent payable by FVE to SNH for these three communities will be $2,621,000/year, plus future increases calculated as a percentage of the revenue increases at these communities. These communities will be added to an existing combination lease from SNH to FVE which has a current term ending in 2020, plus tenant renewal options thereafter.

FVE expects that this acquisition may be modestly accretive to earnings in 2007.

Five Star Quality Care, Inc. is a healthcare services company which operates healthcare and senior living communities. Five Star owns, leases and operates two rehabilitation hospitals and 159 senior living communities located in 29 states. Five Star also operates five institutional pharmacies, one of which also provides mail order pharmaceuticals to the general public. Five Star is headquartered in Newton, Massachusetts.

WARNINGS REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. FORWARD LOOKING STATEMENTS REPRESENT FVE’S PRESENT BELIEFS AND EXPECTATIONS BUT THEY MAY NOT OCCUR. FOR EXAMPLE, THIS PRESS RELEASE STATES THAT THIS ACQUISITION IS EXPECTED TO IMPROVE FVE’S EARNINGS IN 2007. FOR THIS ACQUISITION TO BE ACCRETIVE TO FVE’S EARNINGS, FVE MUST MAINTAIN AND IMPROVE THE EXISTING REVENUES AND LIMIT OPERATING EXPENSES. IN FACT, OCCUPANCY AT THESE COMMUNITIES MAY DECLINE, REVENUES REALIZED AT THESE COMMUNITIES MAY DECLINE OR OPERATING EXPENSES MAY INCREASE. THESE RESULTS MAY OCCUR FOR NUMEROUS REASONS, INCLUDIING COMPETITION FROM OTHER SENIOR LIVING COMMUNITIES IN AREAS IN WHICH THESE PROPERTIES ARE LOCATED OR FVE’S NEED TO INCREASE WAGES PAID TO EMPLOYEES AT THESE COMMUNITIES AS A RESULT OF AN IMPROVING ECONOMY. SOME OF THESE FACTORS, SUCH AS ACTIONS BY COMPETITORS OR CHANGES IN THE ECONOMY, ARE BEYOND FVE’S CONTROL. FUTURE EARNINGS FROM THESE COMMUNITIES ARE NOT GUARANTEED AND FVE’S LEASING AND OPERATING THESE COMMUNITIES MAY PRODUCE LOSSES. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS.

(end)