##### 



EXHIBIT 10.4 AMENDMENT NO. 8 TO AMENDED AND RESTATED
MASTER CONSTRUCTION AND TERM LOAN AGREEMENT This Amendment No. 8 to Amended and Restated Master Construction and Term
Loan Agreement,dated June 28, 2004 (the Amendment), among FCA Real Estate
Holdings, LLC, a Delaware limited liability company (Borrower), U.S. Bank
National Association, a national banking association, as agent and
administrative bank (in such capacity, Administrative Bank) and as collateral
agent (in such capacity, the Collateral Agent) and the Lender parties to
the Original Agreement described in this Amendment (each a Lender and
collectively the Lenders) and U.S. Bank National Association, a national
banking association, as collateral agent (in such capacity, Collateral
Agent). RECITALS: A.Borrower, Administrative Bank, Collateral Agent and the Lenders are
parties to that certain Amended and Restated Master Construction and Term Loan
Agreement dated as of July 17, 2000, as amended by Amendment No. 1 to Amended
and Restated Master Construction and Term Loan Agreement dated June 14, 2001,
Amendment No. 2 to Amended and Restated Master Construction and Term Loan
Agreement dated July 19, 2001, Amendment No. 3 to Amended and Restated Master
Construction and Term Loan Agreement dated August 21, 2001, Amendment No. 4 to
Amended and Restated Master Construction and Term Loan Agreement dated February
28, 2002, Amendment No. 5 to Amended and Restated Master Construction and Term
Loan Agreement dated May 31, 2002, Amendment No. 6 to Amended and Restated
Master Construction and Term Loan Agreement dated April 18, 2003, and Amendment
No. 7 to Amended and Restated Master Construction and Term Loan Agreement dated
April 28, 2004 (as so amended and supplemented by the Supplements through the
Series R Loan, the Original Agreement). B.Borrower has requested that Administrative Bank and the Lenders further
amend certain provisions of the Original Agreement. C.Subject to the terms and conditions of this Amendment, Administrative
Bank and the Lenders have agreed to Borrowers request. NOW, THEREFORE,the parties agree as follows: 1. Defined Terms.All capitalized terms used in this Amendment shall,
except where the context otherwise requires, have the meanings set forth in the
Original Agreement as amended by this Amendment. 2. Amendments.The Original Agreement is hereby amended as follows: (a) The definition of Change of Control appearing in the
DEFINITIONS Section of the Original Agreement is amended in its entirety
to read as follows:




---



##### 



Change of Control: (a) With respect to LTF,the occurrence
after the Effective Date of that certain Amendment No. 8 to
Amended and Restated Master Construction and Term Loan Agreement
dated as of June    , 2004 (the Eighth Amendment) among Borrower,
the Administrative Bank and the Lenders of any single transaction
or event or any series of transactions or events (whether as the
most recent transaction in a series of transactions) which,
individually or in the aggregate, results in: (i) any Person or two
or more Persons acting in concert acquiring beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or
indirectly of, or control over, voting securities or other equity
securities of LTF representing 25% or more of the combined voting
power of all equity interests of LTF entitled to vote in the
election of directors; or (ii) the election of a director of LTF as
a result of which at least a majority of LTFs Board of Directors
does not consist of Continuing Directors; (b) with respect to
Borrower, the occurrence after the date of this Agreement of any
event where LTF ceases to own 100% of Borrowers members interests
(either financial rights or governance rights) or ceases to control
the election of a majority of Borrowers board of governors or
ceases to control Borrowers management policies; or (c) with
respect to any Substitute Lessee the occurrence after the date of
this Agreement of any event where LTF ceases to own 100% of the
equity interests in such Substitute Lessee or ceases to control the
election of a majority of Borrowers board of directors or board of
governors or ceases to control such Substitute Lessees management
policies. (b) The DEFINITIONS Section of the Original Agreement is further
amended by adding the following new definition of Continuing Directors
in proper alphabetical order: Continuing Directors: Those directors on LTFs Board of
Directors as of the Effective Date of the Eighth Amendment (the
Current Board) or those directors who are recommended or endorsed
for election to the Board of Directors of that Person by a majority
of the Current Board or their successors so recommended or
endorsed. 3. Conditions to Effectiveness. This Amendment shall become effective on
the date (the Effective Date) when, and only when, Administrative Bank shall
have received: (a) Counterparts of this Amendment executed by Borrower,
Administrative Bank, and all Lenders; (b) Written confirmation from LTF that LTFs initial public offering
has closed; and (c) Such other documents as Administrative Bank or any Lender may
reasonably request.




---



##### 



4. Representations and Warranties.To induce Administrative Bank and the
Lenders to enter into this Amendment, Borrower represents and warrants to
Administrative Bank and the Lenders and Collateral Agent as follows: (a) The execution, delivery and performance by Borrower of the
Original Agreement, as amended by this Amendment, and any other documents
to be executed and/or delivered by Borrower in connection with this
Amendment have been duly authorized by all necessary company action, do
not require any approval or consent of, or any registration,
qualification or filing with, any government agency or authority or any
approval or consent of any other person (including, without limitation,
any member), do not and will not conflict with, result in any violation
of or constitute any default under, any provision of Borrowers Articles
of Organization, Member Control Agreement or Operating Agreement, any
agreement binding on or applicable to Borrower or any of its property, or
any law or governmental regulation or court decree or order, binding upon
or applicable to Borrower or of any of its property and will not result
in the creation or imposition of any security interest or other lien or
encumbrance in or on any of its property pursuant to the provisions of
any agreement applicable to Borrower or any of its property; (b) The representations and warranties contained in the Original
Agreement are true and correct as of the date of this Amendment as though
made on that date except to the extent that such representations and
warranties relate solely to an earlier date and except that the
representations and warranties set forth in Section IV.5 of the Original
Agreement with respect to the audited or unauditied financial statements
of Borrower or the Lessee, as the case may be, shall be deemed to be a
reference to the most recent audited or unaudited financial statements of
the relevant Person delivered to the Lenders pursuant to Section V.7 of
the Original Agreement; (c) (i) No events have taken place and no circumstances exist at the
date of this Amendment that would give Borrower the right to assert a
defense, offset or counterclaim to any claim by Administrative Bank or
any Lender for payment of any Note; and (ii) Borrower hereby releases and
forever discharges Administrative Bank, each Lender and their respective
successors, assigns, directors, officers, agents, employees and
participants from any and all actions, causes of action, suits,
proceedings, debts, sums of money, covenants, contracts, controversies,
claims and demands, at law or in equity, that Borrower ever had or now
has against such Person by virtue of such Persons relationship to
Borrower in connection with the Loan Documents and the transactions
related to the Loan Documents; (d) The Original Agreement, as amended by this Amendment, is the
legal, valid and binding obligation of Borrower, remains in full force
and effect and is enforceable in accordance with its terms, subject only
to bankruptcy, insolvency, reorganization, moratorium or similar laws,
rulings or decisions at the time in effect affecting the enforceability
of rights of creditors generally and to general equitable principles that
may limit the right to obtain equitable remedies; and




---



##### 



(e) No Default or Event of Default exists prior to or after giving
effect to this Amendment. 5. Reference to and Effect on the Loan Documents. (a) From and after the date of this Amendment, each reference in the
Original Agreement to this Agreement, hereunder, hereof, herein
or words of like import referring to the Original Agreement, and each
reference to the Credit Agreement, Loan Agreement, thereunder,
thereof, therein or words of like import referring to the Original
Agreement in any other Loan Document shall mean and be a reference to the
Original Agreement as amended hereby. (b) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided in this Amendment, operate as a
waiver of any right, power or remedy of Administrative Bank, any Lender
or Collateral Agent under the Original Agreement or any other Loan
Document, nor constitute a waiver of any provision of the Original
Agreement or any such other Loan Document. 6. Costs, Expenses and Taxes.Borrower agrees to pay on demand all costs
and expenses of Administrative Bank and each Lender in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other documents to be delivered hereunder, including their reasonable
attorneys fees and legal expenses. In addition, Borrower shall pay any and
all stamp and other taxes and fees payable or determined to be payable in
connection with the execution and delivery, filing or recording of this
Amendment and the other instruments and documents to be delivered under this
Amendment, and agrees to save Administrative Bank and each Lender harmless from
and against any and all liabilities with respect to, or resulting from, any
delay in Borrowers paying or omission to pay, such taxes or fees. 7. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT
TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 8. Headings.Section headings in this Amendment are included in this
Amendment for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose. 9. Counterparts.This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




---



##### 



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above. FCA REAL ESTATE HOLDINGS, LLCBy:
    
    LIFE TIME FITNESS, Inc., its ManagerBy:Name:Title:
 Subscribed and sworn to before
me this  day of June, 2004. Notary Public U.S. BANK NATIONAL ASSOCIATION, as Administrative
Bank, Collateral Agent and a LenderBy:Karen E. Weathers, its Vice PresidentBANK ONE, NA (Chicago Office), as a LenderBy:Mitchell Dangremond, Vice PresidentMB FINANCIAL BANK, N.A., as a LenderBy:Joseph P. Valenti, its Senior Vice President