F. The Borrower Notes limit voluntary prepayments without prepayment in full of all of theNotes.          G. On the terms and conditions set forth below, Lender agrees to waive the simultaneouspayment in full of the other Notes while accepting prepayment of the Prepayment Notes.          H. Lender has agreed to amend the stock ownership requirement of Bahram Akradi in Life TimeFitness, Inc. (the “**Sponsor**” or “**Life Time**”) contained in the First Mortgages andthe Second Mortgages.          I. Contemporaneously herewith, Lender and each of the Other Borrowers is executing a Waiverand Amendment in form substantially identical to this Waiver and Amendment to effectuate thematters expressed in Recitals G and H with respect to the documents to which each suchOther Borrower is a party (such Waiver and Amendments executed by Lender and the Other Borrowersare referred to herein as the “**Contemporaneous Waiver and Amendments**”).AGREEMENT          NOW THEREFORE, in consideration of the foregoing Recitals, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower andLender agree as follows:1. Incorporation of Recitals. The foregoing Recitals are true and accurate and arehereby incorporated into this Waiver and Amendment. 2. Description of the Loan Documents. a. The term “**Loan Documents**” means the Notes, together with all otherdocuments executed and delivered by any of the Borrowers, by LTF TIAA Real EstateHoldings, LLC (“**LTF Holdings**”), LTF CLUB OPERATIONS COMPANY, INC. (“**LTFClub**”), LTF REAL ESTATE COMPANY, INC., (“**LTF Real Estate**”), FCA REAL ESTATEHOLDINGS, LLC, (“**FCA**”) and Life Time to secure or evidence the Loan, all suchNotes and documents including without limitation those documents listed on **ExhibitB**, as such Notes and documents may have been heretofore amended.  b. The term “**Amended Loan Documents**” means all Loan Documents other thanthe Prepayment Notes and the other Loan Documents being terminated, released, orsatisfied pursuant to Section 4(c)(i)(2) as (i) amended hereby, (ii) amended by anyContemporaneous Waiver and Amendment, or (iii) amended by any documents executedcontemporaneously herewith by LTF Holdings, Life Time, LTF Club, LTF Real Estate, andFCA as any such documents identified in clauses (i) and (ii) may from time to time beamended, modified or restated.3. Payments. Contemporaneously herewith, Borrower is paying to Lender (i) the amountpayable by Borrower to Lender in consideration of the payment in full of that portion of
 

 
  the Loan relating to the Prepayment Notes such amount being equal to $30,303,877.23 (the“**Payoff Amount**”), (ii) the prorated fixed interest due and payable under thePrepayment Notes as of the date of such payment, and (iii) the out-of-pocket fees andexpenses of Lender’s attorneys incurred by Lender in connection with the preparation of thisWaiver and Amendment and the consummation of the transactions contemplated by this Waiverand Amendment, in each case whether or not the prepayment occurs (collectively, the“**Closing Fees**”). The Payoff Amount, together with the prorated fixed interestpayable under the Prepayment Notes and the Closing Fees, are the sole consideration forLender’s acceptance of the payoff of the Prepayment Notes without regard to the actualoutstanding aggregate amount due under the Prepayment Notes. The parties agree that theamount calculated pursuant to clauses (i), (ii) and (iii) of the first sentence of thisSection 3 is inclusive of all charges, including, without limitation, PrepaymentPremiums (as defined in the Notes), intended by the parties to be paid in connection withthe prepayment of the Prepayment Notes and the release of the Released Collateral.Notwithstanding the foregoing, the Lender shall have no obligation whatsoever to waive,limit or decrease any fees or charges, including particularly, but without limitation,Prepayment Premiums, in connection with any future payment of all or a portion of thebalance of the Loan. 4. Conditions to Effectiveness of this Waiver and Amendment. a. Satisfaction of Conditions. The receipt of the Payoff Amount by Lendershall constitute conclusive evidence that the conditions to effectiveness of thisWaiver and Amendment have been satisfied.  b. Borrower. The Borrower shall have satisfied the following conditions: i. the Borrower shall have deposited with the Title Company asescrowee or delivered directly to the Lender: (1) all amounts required to be paid pursuant toSection 3 above, including, without limitation, the PayoffAmount and the Closing Fees;  (2) this Waiver and Amendment executed and inrecordable form;  (3) the Contemporaneous Waiver and Amendmentsexecuted and in recordable form;  (4) the Confirmation of Indemnities and Guaranteesexecuted by Sponsor, LTF Holdings, LTF Club, LTF Real Estate, FCA, andthe Borrowers, in form and substance reasonably satisfactory to Lender;  (5) evidence of the authority of the Borrowers andall Affiliates of Borrowers to execute this Waiver and Amendment andall related documents, satisfactory to Lender in its reasonablediscretion;
 

 
 (6) such other documents from Borrowers andBorrowers’ Affiliates as Lender shall deem necessary to fullyeffectuate the intended purpose of this Waiver and Amendment;  (7) the written consent of any third parties fromwhom Lender determines such consent is required to give full effect tothis Waiver and Amendment; and  (8) a legal opinion in form and substanceacceptable to Lender. ii. the Title Company shall be irrevocably and unconditionallycommitted to deliver endorsements to Lender’s policies of title insurancerecognizing the execution and delivery of this Waiver and Amendment andevidencing no intervening matters affecting title to any Property, except asLender shall accept in Lender’s sole and absolute discretion (it beingacknowledged that the actual delivery of such endorsement may be after the dateof this Waiver and Amendment, but no later than 30 days from such date). c. Lender. The Lender shall have satisfied the following conditions: i. the Lender shall have deposited with the Title Company asescrowee or delivered directly to the Borrower: (1) the original Prepayment Notes marked “paid”;and  (2) terminations, releases and satisfactions of allLoan Documents encumbering the Released Collateral and/or relatingsolely to the Released Collateral (and not encumbering or relating toany collateral for the Loan that is not Released Collateral), including(A) the First Mortgages, the Second Mortgages, the Assignment of Leasesand Rents and the Second Assignment of Leases and Rents, in each case,encumbering the Released Collateral or any portion thereof, (B) UCCFinancing Statement perfecting any security interests in the ReleasedCollateral or any portion thereof (but reflecting Lender’s continuedsecurity interest in all collateral that is not Released Collateral),and (C) Real Estate Tax and Escrow Agreements relating solely to theReleased Collateral or any portion thereof, all such terminations,releases and satisfactions being executed by Lender (other than UCCtermination statements and amendments) and in proper form for recordingor filing, as applicable. d. The Lender, the Borrower and Heitman Financial Services L.L.C.(“**Escrowee**”) are parties to three (3) documents each titled Real Estate TaxEscrow and Security Agreement, each of even date with the Prepayment Notes (each, an“**Escrow Agreement**”), each relating solely to one of the real propertiesconstituting the Released Collateral. Pursuant to the Escrow Agreements, Borrower hasmade
 

 
   periodic payments to provide for the payment of property taxes when due. Uponreceipt of the Payoff Amount, Lender agrees to direct the Escrowee to cause to bepaid to the Borrower all funds in the Escrow Account (as defined in the EscrowAgreements) associated with each of the three (3) properties included within theReleased Collateral, in accordance with the terms of the Escrow Agreements.5. Waivers with Respect to and Amendment of Specific Loan Documents. The Loan Documentsare hereby amended as set forth below: a. Promissory Notes. i. The requirement in Section 2(b) of each of the Notesthat the Note may only be prepaid if each of the “Other Notes” (as definedtherein) are simultaneously prepaid in full is hereby waived in full withrespect to the concurrent prepayment of the Prepayment Notes. Further, allpayment premiums and penalties (to the extent otherwise applicable) are waived,it being the intention of the parties that the amounts expressed in Section3 above are the only payments to Lender required with respect to thetransaction contemplated by this Waiver and Amendment. The terms andprovisions of the remaining Notes (all Notes excluding the Prepayment Notes)remain unmodified and in full force and effect and any future waiver of suchrequirement may be granted or withheld by Lender in its sole and absolutediscretion.  ii. The “Exhibit A” to each Note is hereby amended by deleting allreferences to the Prepayment Notes and the Released Collateral.  iii. All references in the Notes to the “Mortgage” or to anyterm(s) defined within the Mortgage shall mean such instrument or such term(s)as amended hereby and as may from time to time be further amended, modified orrestated. b. First Mortgages. i. The term “**First Mortgage(s)**” means that document (orthose documents) identified on Exhibit B hereto as a “FirstMortgage” or a “First Deed of Trust” executed by Borrower andencumbering real property legally described in Exhibit C hereto.  ii. The first sentence of Section12.2(b)(iii)(a)of each of the First Mortgages is hereby amended to read as follows:“At all times, Bahram Akradi individually retains not less than1,000,000 shares in Sponsor, which shares must be owned unencumbered,and the employees of the Sponsor, at any time, other than BahramAkradi (the “**Employee Shareholders**”) in the aggregate retainnot less than three percent (3.0%) of the shares of Sponsor (the“**Required Percentage**”), except to the extent that
 

 
Bahram Akradi and the Employee Shareholders are diluted (but not morethan proportionately) as a result of a purchase of new shares inSponsor by contributors of capital raised in either the public orprivate markets.” iii. Section 13.2(a) of each of the First Mortgages isamended to delete the word “and” before subsection (viii) and the followinglanguage is added to the end said section“and (ix) within ten (10) days of a request from the Lender,affirmation or denial of whether a particular document is a LoanDocument.” iv. The “Exhibit A” to each First Mortgage is hereby amended bydeleting all references to the Prepayment Notes and the Released Collateral.  v. Amendment of Certain Terms. (1) The definition of “Note(s)” in eachFirst Mortgage shall mean the Borrower Notes, excluding the PrepaymentNotes, as hereby amended and as may from time to time be amended,modified or restated.  (2) The definition of “Loan Documents” inthe First Mortgage is amended to mean the Amended Loan Documents. c. First Assignments of Leases and Rents. i. The term “**First Assignments**” means that document (orthose documents) identified on Exhibit B hereto as a “First Assignmentof Leases and Rents” executed by Borrower.  ii. Amended Mortgage. All references in each FirstAssignment(s) to the “Mortgage” shall mean the First Mortgage relatingto the real property encumbered by such First Assignment, as amended hereby,and as it may from time to time be amended, modified or restated.  iii. The “Exhibit A” to each First Assignment is hereby amended bydeleting all references to the Prepayment Notes and the Released Collateral.  iv. Amended Definitions. (1) All terms in each First Assignment defined byreference to a First Mortgage shall mean such terms as defined in suchFirst Mortgage as amended hereby, and as it may from time to time beamended, modified or restated.
 

 
 (2) The definition of “Notes” in each FirstAssignment shall mean the Borrower Notes, excluding the PrepaymentNotes, as hereby amended and as may from time to time be amended,modified or restated. v. The term “Assignment” in the First Assignment shallmean such document as amended hereby and as it may from time to time beamended, modified or restated. d. Guaranty. i. Guaranty. The term “**Guaranty**” means thatcertain Guaranty, dated as of June 14, 2001 (identified on Exhibit B as a“Guaranty” executed by Borrower).  ii. “Exhibit A” to the Guaranty is hereby amended by deleting allreferences to the Prepayment Notes and the Released Collateral.  iii. “Exhibit B” to the Guaranty is amended to refer only to theAmended Loan Documents.  iv. The definition of “Other Notes” in the Guaranty shallmean the Affiliate Notes, as hereby amended and as may from time to time beamended, modified or restated.  v. All references to “Other Borrower Loan Documents” inthe Guaranty, whether individually or collectively shall mean such Amended LoanDocuments other than those made by Borrower, as the same may from time to timebe amended, modified or restated.  vi. The term “Guaranty” in the Guaranty shall mean suchdocument as amended hereby and as it may from time to time be amended, modifiedor restated. e. Environmental Indemnity. i. Indemnity. The term “**Indemnity**” means thatcertain Environmental Indemnity dated as of June 14, 2001 (identified onExhibit B as a “Environmental Indemnity” made by Borrower).  ii. All references to “Loan Documents” in the Indemnity,whether individually or collectively shall mean the Amended Loan Documents asthe same may from time to time be amended, modified or restated.  iii. The “Exhibit A” to the Indemnity is hereby amended by deletingall references to the Prepayment Notes and the Released Collateral.
 

 
 iv. The definition of “Notes” in the Indemnity shall meanthe Notes, excluding the Prepayment Notes, as hereby amended and as may fromtime to time be amended, modified or restated.  v. The term “Environmental Indemnity” in the Indemnityshall mean such document as amended hereby and as it may from time to time beamended, modified or restated.  vi. The Borrower acknowledges and agrees that, notwithstanding therelease of property associated with the Prepayment Notes from the lien of therelevant mortgages and assignments of leases and rents, obligations of theBorrower under the Indemnity, including without limitation, with respect to anyproperty constituting the Released Collateral remain effective to the extentexpressed in the Indemnity. f. Second Mortgage. i. The term “**Second Mortgage(s)**” means that document (orthose documents) identified on Exhibit B hereto as a “SecondMortgage” or a “Second Deed of Trust” executed by Borrower andencumbering the real property legally described in Exhibit C hereto.  ii. The first sentence of Section12.2(b)(iii)(a)of each of the Second Mortgages is hereby amended to read as follows:“At all times, Bahram Akradi individually retains not less than1,000,000 shares in Sponsor, which shares must be owned unencumbered,and the employees of the Sponsor, at any time, other than BahramAkradi (the “**Employee Shareholders**”) in the aggregate retainnot less than three percent (3.0%) of the shares of Sponsor (the“**Required Percentage**”), except to the extent that BahramAkradi and the Employee Shareholders are diluted (but not more thanproportionately) as a result of a purchase of new shares in Sponsorby contributors of capital raised in either the public or privatemarkets.” iii. Section 13.2(a) of each of the Second Mortgages isamended to delete the word “and” before subsection (viii) and the followinglanguage is added to the end said section“and (ix) within ten (10) days of a request from the Lender,affirmation or denial of whether a particular document is a LoanDocument.” iv. The “Exhibit A” to each Second Mortgage is hereby amended bydeleting all references to the Prepayment Notes and the Released Collateral.  v. Amendment of Certain Terms.
 

 
 (1) The definition of “Note(s)” in eachSecond Mortgage shall mean the Borrower Notes, excluding the PrepaymentNotes, as hereby amended and as may from time to time be amended,modified or restated.  (2) The definition of “Other Note(s)” ineach Second Mortgage shall mean the Affiliate Notes, as amended by anyContemporaneous Waiver and Amendment and as the same may from time totime be amended, modified or restated.  (3) The definition of “Loan Documents” inthe Second Mortgage is amended to mean the Amended Loan Documents. vi. Revised Guaranty. References in each Second Mortgageto the “Guaranty” shall mean the Guaranty as amended hereby and as itmay from time to time be amended, modified or restated. Exhibit H tothe Second Mortgage is hereby deemed replaced with the Guaranty as amendedhereby and as it may from time to time be amended, modified or restated.  vii. The terms “Senior Mortgage” and “SeniorAssignment”, as used in the Second Mortgage shall mean, respectively, theFirst Mortgage and the First Assignment, each as amended hereby and as suchdocuments may from time to time be amended, modified or restated. g. Second Assignment of Leases and Rents. i. The term “**Second Assignments**” means that document (orthose documents) identified on Exhibit B hereto as a “Second Assignmentof Leases and Rents” executed by Borrower.  ii. Amended Mortgage. All references in each SecondAssignment(s) to the “Mortgage” shall mean the Second Mortgagerelating to the real property encumbered by such Second Assignment, as amendedhereby, and as it may from time to time be amended, modified or restated.  iii. The “Exhibit A” to each Second Assignment is hereby amended bydeleting all references to the Prepayment Notes and the Released Collateral.  iv. Amended Definitions. (1) All terms in each Second Assignment defined byreference to a Second Mortgage shall mean such terms as defined in suchSecond Mortgage as amended hereby, as it may from time to time beamended, modified or restated.
 

 
 (2) The definition of “Notes” in eachSecond Assignment shall mean the Borrower Notes, excluding thePrepayment Notes, as hereby amended and as may from time to time beamended, modified or restated.  (3) The definition of “Other Notes” in eachSecond Assignment shall mean the Affiliate Notes, as amended by anyContemporaneous Waiver and Amendment and as the same may from time totime be amended, modified or restated. v. References in each Second Assignment to the “Guaranty”shall mean the Guaranty as amended hereby and as it may from time to time beamended, modified or restated.  vi. The term “Assignment” in the Second Assignment shallmean such document as amended hereby and as it may from time to time beamended, modified or restated.6. Loan Amount. Notwithstanding anything to the contrary in this Waiver and Amendment,any Contemporaneous Waiver and Amendment or any Amended Loan Document, after giving effect tothe transactions contemplated by the Waiver and Amendment and the Contemporaneous Waiver andAmendments, the parties acknowledge that the face amount of the Loan will be $98,119,000 asevidenced by the ten (10) promissory notes, namely, the Promissory Notes listed on ExhibitA hereto, not including the Prepayment Notes. After application of the Payoff Amount tothe balance of the Loan, the principal balance of the Loan will be $74,281,430.39, notincluding accrued interest. 7. Limitation of Liability. Except as expressly amended or waived hereby, nothing inthis Waiver and Amendment shall in any manner affect any limitation of liability expresslyprovided in any of the Loan Documents, including, without limitation, in Section 16 ofthe Notes, Article XV of the First Mortgages and the Second Mortgages, the limitationson remedy limits contained in the Loan Documents executed or assumed by LTF Minnesota RealEstate Company, LLC and the Loan Documents executed by LTF USA Real Estate Company, LLC withrespect to the property located in the Commonwealth of Virginia or the property located in theState of Ohio. 8. Reaffirmation. Borrower hereby repeats, reaffirms and remakes all representations,warranties, covenants and agreements contained in the Amended Loan Documents to which it is aparty as of the date of this Waiver and Amendment. Without limiting the foregoing, Borrowerconfirms that its obligations under each Guaranty and Indemnity to which it is a party are notdiminished or mitigated by the execution of this Waiver and Amendment or any otherContemporaneous Waiver and Amendment. 9. Representations. Borrower represents and warrants that (i) no default or event ofdefault currently exists under any of the Amended Loan Documents; (ii) no condition existswhich with the giving of notice or the passage of time, or both, would result in such adefault or event of default; (iii) each of the foregoing RECITALS is correct; and (iv)
 

 
  there has been no material adverse change in the financial condition of Borrower from thatshown in the financial statements most recently furnished to Lender in connection with theLoan referred to herein. 10. Full Force and Effect. All of the provisions, rights, powers and remedies containedin the Amended Loan Documents shall stand and remain unchanged and in full force and effect.The Borrowers have no defense to any of their respective obligations under the Amended LoanDocuments to which it is a party. The Lender, by granting the waivers expressed in thisWaiver and Amendment or in any of the Contemporaneous Waivers and Amendments, is under noobligation to grant any further waivers under the Amended Loan Documents whether as to similarmatters or any other matters. 11. References. No reference to this Waiver and Amendment need be made in any instrumentor document at any time referring to any Amended Loan Document, and any reference in any suchinstrument or document to a Loan Document shall be deemed to be a reference to the AmendedLoan Documents. 12. Defined Terms. Unless otherwise defined in this Waiver and Amendment, capitalizedterms shall have the meanings given to them in each of the First Mortgages, as amended hereby. 13. Governing Law. This Waiver and Amendment shall be construed in accordance with andgoverned by the internal laws of the State of New York without regard to conflicts of lawprinciples, provided, however, that the foregoing shall not affect the choice of law provisionspecified in an Amended Loan Document. 14. Counterparts. This Waiver and Amendment may be executed in any number ofcounterparts, each of which shall be deemed an original, but which together shall constituteone and the same instrument. 15. Amendments. No provision of this Waiver and Amendment may be modified, amended orwaived except by a writing executed by the party sought to be bound thereby. No consent orapproval of Lender shall be given or deemed to have been given except to the extent expresslyset out in a writing executed and delivered by Lender to Borrower. 16. Waiver and Amendment as Loan Instrument. This Waiver and Amendment shall beconsidered a “Loan Document” and shall be construed in conjunction with the other Amended LoanDocuments. 17. Further Assurances. a. Borrowers will execute, acknowledge and deliver to Lender, or to any otherentity Lender designates, any additional or replacement documents and perform anyadditional actions that Lender determines are reasonably necessary to evidence, perfector protect the rights intended to be afforded to Lender under this Waiver and Amendmentand to otherwise carry out the intent or facilitate the performance of the provisionsof the this Waiver and Amendment and the Amended Loan Documents executed by Borrowersor any Affiliate of Borrowers. Without
 

 
   limiting the foregoing, the obligation of the Borrowers to perform such additionalactions extends to the execution of documents in recordable form confirming theterms of the transactions described in this Waiver and Amendment, which actionsshall be taken within a reasonable time upon the request of Lender. b. Borrowers appoint Lender as Borrowers’ attorney-in-fact to perform, at Lender’selection, any actions and to execute and record any of the additional or replacementdocuments referred to in this Section, in each instance only at Lender’s election andonly to the extent Borrowers have failed to comply in a timely manner with the terms ofsubsection (a).18. **WAIVERS****. BORROWER HEREBY REPEATS, REAFFIRMS AND REMAKES ALL WAIVERS CONTAINED IN THELOAN DOCUMENTS AS OF THE DATE OF THIS WAIVER AND AMENDMENT, INCLUDING WITHOUT LIMITATION, THEWAIVER OF JURY TRIAL CONTAINED IN THE LOAN DOCUMENTS.**[Signature Pages Follow]
 

 
     IN WITNESS WHEREOF, this Amendment has been duly executed effective as of the date firstwritten above.             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OFSigned and acknowledged in the presence of: AMERICA                      Print Name:   By:                                         Name:     Print Name:      Title:     [Insert Proper Signature Block and State Notary]
 

 
           Signed and acknowledgedin the presence of:                                  Print Name:   By:                              Name:                Print Name:     Title:                [Insert Proper Signature Block and State Notary]
 

 
**EXHIBIT A**