Exhibit 10.35


TWELFTH AMENDMENT TO SECOND AMENDED

AND RESTATED LEASE AGREEMENT


THIS TWELFTH AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE AGREEMENT is made and entered into as of January 1, 2007 by and among (i) each
of the parties identified on the signature page hereof as a landlord, 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, 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, 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, dated as of
November 1, 2006, that certain Ninth Amendment to Second Amended and Restated
Lease, dated as of November 1, 2006, that certain Tenth Amendment to Second
Amended and Restated Lease Agreement, dated as of November 6, 2006 (effective
as of November 5, 2006), and that certain Eleventh Amendment to Second Amended
and Restated Lease Agreement, dated as of December 22, 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 certain real property and related
improvements known as Walking Horse Meadows and located at 













207 Uffelman
Drive, Clarksville, Tennessee, as more particularly described on Exhibit
A-97 attached hereto (the “Walking Horse Property”); and


WHEREAS, SNH/LTA Properties Trust, the
other entities comprising Landlord and Tenant wish to amend the Consolidated
Lease to include the Walking Horse Property;


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
Minimum Rent.  The definition for 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-Nine Million
Eight Hundred Twelve Thousand Thirty-Six Dollars ($39,812,036) per annum.


2.             Definition of
Hermitage/Marsh View/Somerset Properties. 
The definition for the term “Hermitage/Marsh View/Somerset Properties”
set forth in Section 1.103 of the Consolidated Lease is hereby deleted in its
entirety and replaced with the following new definition of “Hermitage/Marsh
View/Somerset/Walking Horse Properties”:


“Hermitage/Marsh
View/Somerset/Walking Horse Properties”  shall mean the
Properties located on the Land described in Exhibits A-93 through A-97
attached hereto.


3.             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-97 attached hereto and made a part hereof (the “Land”).


4.             Replacement of
Defined Term “Hermitage/Marsh View/Somerset Properties”.  The Consolidated Lease is hereby amended by
deleting each reference therein to the defined terms “Hermitage/Marsh
View/Somerset Property” or “Hermitage/Marsh View/Somerset Properties” and
replacing them with references to 



 2
 









“Hermitage/Marsh View/Somerset/Walking Horse Property”
or “Hermitage/Marsh View/Somerset/Walking Horse Properties” (as applicable).


5.             Exhibit A.  Exhibit A to the Consolidated Lease is hereby
amended by adding Exhibit A-97 attached hereto following Exhibit A-96 to
the Consolidated Lease.


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 Twelfth
Amendment to Second Amended and Restated Lease Agreement 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/ David J.
  Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President, Chief
  Operating Officer and Secretary

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


EXHIBIT A-97   WALKING
HORSE PROPERTY