##### 



Exhibit 10.1
 EXECUTION
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 among
 LIFE TIME FITNESS, INC.
as Borrower,
 THE BANKS FROM TIME TO TIME PARTY HERETO,
 and
 U. S. BANK NATIONAL ASSOCIATION,
as Administrative Agent for the Banks
and Lead Arranger
 and
 J. P. MORGAN SECURITIES INC.,
and
ROYAL BANK OF CANADA,
as Co-Syndication Agents
 and
 BMO Capital Markets,
 as Documentation Agent
 Dated as of May 31, 2007




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    1Section 1.1
    
    Defined Terms
    
    
    1Section 1.2
    
    Accounting Terms and Calculations
    
    
    22Section 1.3
    
    Computation of Time Periods
    
    
    22Section 1.4
    
    Other Definitional Terms
    
    
    22ARTICLE II TERMS OF THE CREDIT FACILITIES
    
    
    22Section 2.1
    
    Lending Commitments
    
    
    22Section 2.2
    
    Procedure for Loans
    
    
    23Section 2.3
    
    Revolving Notes
    
    
    24Section 2.4
    
    Conversions and Continuations
    
    
    24Section 2.5
    
    Interest Rates, Interest Payments and Default Interest
    
    
    25Section 2.6
    
    Repayment and Mandatory Prepayment
    
    
    25Section 2.7
    
    Optional Prepayments
    
    
    26Section 2.8
    
    Letter of Credit Commitment
    
    
    26Section 2.9
    
    Procedures for Letters of Credit
    
    
    26Section 2.10
    
    Terms of Letters of Credit
    
    
    27Section 2.11
    
    Agreement to Repay Letter of Credit Drawings
    
    
    27Section 2.12
    
    Obligations Absolute
    
    
    28Section 2.13
    
    Indemnification by Banks
    
    
    29Section 2.14
    
    Swingline Loan Commitment
    
    
    29Section 2.15
    
    Optional Reduction of Revolving Commitment Amounts or Termination of Revolving Commitments
    
    
    32Section 2.16
    
    Fees
    
    
    32Section 2.17
    
    Revolving Commitment Fees
    
    
    32Section 2.18
    
    Letter of Credit Fees
    
    
    33Section 2.19
    
    Computation
    
    
    33Section 2.20
    
    Payments
    
    
    33Section 2.21
    
    Use of Loan Proceeds
    
    
    33Section 2.22
    
    Interest Rate Not Ascertainable, Etc.
    
    
    34Section 2.23
    
    Increased Cost
    
    
    34Section 2.24
    
    Illegality
    
    
    35Section 2.25
    
    Capital Adequacy
    
    
    35Section 2.26
    
    Funding Losses; Eurodollar Rate Advances
    
    
    36Section 2.27
    
    Discretion of Bank as to Manner of Funding
    
    
    36Section 2.28
    
    Taxes
    
    
    36Section 2.29
    
    Replacement of Bank in Respect of Increased Costs
    
    
    39Section 2.30
    
    Accordian Feature
    
    
    39ARTICLE III CONDITIONS PRECEDENT
    
    
    40
 i




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##### 



PageSection 3.1
    
    Conditions of Initial Transaction
    
    
    40Section 3.2
    
    Conditions Precedent to all Loans and Letters of Credit
    
    
    42ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    43Section 4.1
    
    Organization, Standing, Etc.
    
    
    43Section 4.2
    
    Authorization and Validity
    
    
    43Section 4.3
    
    No Conflict; No Default
    
    
    43Section 4.4
    
    Government Consent
    
    
    44Section 4.5
    
    Financial Statements and Condition
    
    
    44Section 4.6
    
    Litigation
    
    
    44Section 4.7
    
    Environmental, Health and Safety Laws
    
    
    44Section 4.8
    
    ERISA
    
    
    45Section 4.9
    
    Federal Reserve Regulations
    
    
    45Section 4.10
    
    Title to Property; Leases; Liens; Subordination
    
    
    45Section 4.11
    
    Taxes
    
    
    45Section 4.12
    
    Trademarks, Patents
    
    
    46Section 4.13
    
    Force Majeure
    
    
    46Section 4.14
    
    Investment Company Act
    
    
    46Section 4.15
    
    Public Utility Holding Company Act
    
    
    46Section 4.16
    
    Retirement Benefits
    
    
    46Section 4.17
    
    Full Disclosure
    
    
    47Section 4.18
    
    Subsidiaries; etc
    
    
    47Section 4.19
    
    Labor Matters
    
    
    47Section 4.20
    
    Solvency
    
    
    47Section 4.21
    
    Insurance
    
    
    47Section 4.22
    
    Indebtedness
    
    
    48Section 4.23
    
    Guaranty of Suretyship
    
    
    48Section 4.24
    
    Related Agreements
    
    
    48ARTICLE V AFFIRMATIVE COVENANTS
    
    
    48Section 5.1
    
    Financial Statements and Reports
    
    
    48Section 5.2
    
    Existence
    
    
    50Section 5.3
    
    Insurance
    
    
    51Section 5.4
    
    Payment of Taxes and Claims
    
    
    51Section 5.5
    
    Inspection
    
    
    51Section 5.6
    
    Maintenance of Properties
    
    
    52Section 5.7
    
    Books and Records
    
    
    52Section 5.8
    
    Compliance
    
    
    52Section 5.9
    
    ERISA
    
    
    52Section 5.10
    
    Environmental Matters; Reporting
    
    
    53Section 5.11
    
    Further Assurances
    
    
    53Section 5.12
    
    LTF Leases
    
    
    53Section 5.13
    
    Real Estate.
    
    
    53Section 5.14
    
    Mandatory Distributions
    
    
    54Section 5.15
    
    Depository Accounts
    
    
    54
 ii




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##### 



PageSection 5.16
    
    Subsidiaries
    
    
    54ARTICLE VI NEGATIVE COVENANTS
    
    
    55Section 6.1
    
    Merger
    
    
    55Section 6.2
    
    Disposition of Assets
    
    
    55Section 6.3
    
    Plans
    
    
    56Section 6.4
    
    Change in Nature of Business
    
    
    56Section 6.5
    
    Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership
    
    
    56Section 6.6
    
    Negative Pledges
    
    
    56Section 6.7
    
    Restricted Payments
    
    
    57Section 6.8
    
    Transactions with Affiliates
    
    
    58Section 6.9
    
    Accounting Changes
    
    
    58Section 6.10
    
    Investments
    
    
    58Section 6.11
    
    Indebtedness
    
    
    60Section 6.12
    
    Liens
    
    
    61Section 6.13
    
    Contingent Liabilities
    
    
    62Section 6.14
    
    Fixed Charge Coverage Ratio
    
    
    63Section 6.15
    
    Consolidated Leverage Ratio
    
    
    63Section 6.16
    
    Senior Secured Operating Company Leverage Ratio
    
    
    63Section 6.17
    
    Loan Proceeds
    
    
    63Section 6.18
    
    Sale and Leaseback Transactions
    
    
    63Section 6.19
    
    Related Agreements
    
    
    64Section 6.20
    
    Fiscal Year
    
    
    64Section 6.21
    
    Real Estate Leases
    
    
    64ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
    
    
    65Section 7.1
    
    Events of Default
    
    
    65Section 7.2
    
    Remedies
    
    
    67Section 7.3
    
    Offset
    
    
    67ARTICLE VIII THE AGENT
    
    
    68Section 8.1
    
    Appointment and Authorization
    
    
    68Section 8.2
    
    Note Holders
    
    
    68Section 8.3
    
    Consultation With Counsel
    
    
    68Section 8.4
    
    Loan Documents
    
    
    68Section 8.5
    
    USBNA and Affiliates
    
    
    68Section 8.6
    
    Action by Agent
    
    
    68Section 8.7
    
    Credit Analysis
    
    
    69Section 8.8
    
    Notices of Event of Default, Etc.
    
    
    69Section 8.9
    
    Indemnification
    
    
    69Section 8.10
    
    Payments and Collections
    
    
    70Section 8.11
    
    Sharing of Payments
    
    
    70Section 8.12
    
    Advice to Banks
    
    
    71
 iii




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##### 



PageSection 8.13
    
    Defaulting Bank
    
    
    71Section 8.14
    
    Resignation
    
    
    72ARTICLE IX MISCELLANEOUS
    
    
    72Section 9.1
    
    Modifications
    
    
    72Section 9.2
    
    Expenses
    
    
    73Section 9.3
    
    Waivers, etc.
    
    
    73Section 9.4
    
    Notices
    
    
    73Section 9.5
    
    Successors and Assigns; Participations; Purchasing Banks
    
    
    73Section 9.6
    
    Confidentiality of Information
    
    
    75Section 9.7
    
    Governing Law and Construction
    
    
    76Section 9.8
    
    Consent to Jurisdiction
    
    
    76Section 9.9
    
    Waiver of Jury Trial
    
    
    76Section 9.10
    
    Survival of Agreement
    
    
    77Section 9.11
    
    Indemnification
    
    
    77Section 9.12
    
    Captions
    
    
    78Section 9.13
    
    Entire Agreement
    
    
    78Section 9.14
    
    Counterparts
    
    
    78Section 9.15
    
    Borrower Acknowledgements
    
    
    78Section 9.16
    
    Interest Rate Limitation
    
    
    78Section 9.17
    
    Effect on Original Credit Agreement
    
    
    78Section 9.18
    
    Recitals
    
    
    79
 iv




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##### 



SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Borrower Bank Banks Agent
 RECITALS
    ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
 Defined Terms
 Acquisition
 Adjusted Eurodollar Rate
 Adjusted Net Income




---



##### 



Advance
 Affected Bank
 Affiliate
 Agent
 Aggregate Revolving Commitment Amounts
 Applicable Lending Office
 Applicable Margin; Applicable Revolving Commitment Fees Percentage
 2




---



##### 



RevolvingCommitmentConsolidated Leverage
    
    Eurodollar Rate
    
    Base Rate
    
    FeesRatio
    
    Advances
    
    Advances
    
    PercentageLess than or equal to
1.50:1.00
    
    
    0.625
    %
    
    
    0.00
    %
    
    
    0.15
    %Greater than 1.50:1.00 but
less than or equal to
2.50:1.00
    
    
    0.75
    %
    
    
    0.00
    %
    
    
    0.20
    %Greater than 2.50:1.00 but
less than or equal to
3.00:1.00
    
    
    1.00
    %
    
    
    0.00
    %
    
    
    0.25
    %Greater than 3.00:1.00 but
less than or equal to
3.50:1.00
    
    
    1.25
    %
    
    
    0.00
    %
    
    
    0.30
    %Greater than 3.50:1.00
    
    
    1.50
    %
    
    
    0.00
    %
    
    
    0.375
    %
 provided
   3




---



##### 



Bank
 Base Rate plus
 Base Rate Advance
 Board
 Borrower
 BSA
 Business Day
 Capital Expenditures
 Capitalized Lease
 Capitalized Lease Obligations
 4




---



##### 



Change of Control
 Charges
 Closing Date
 Club
 Code
 Collateral
 Commitments
 Consolidated Adjusted Funded Debt plus plus plus
 Consolidated Leverage Ratio
   5




---



##### 



Contingent Obligation provided
 Continuing Directors Current Board
 Current Liabilities
 Default
 Defaulting Bank
 Default Rate
 Disclosure Schedules
 EBITDA plus .
 EBITDAR plus
 6




---



##### 



.
 Effective Date
 Equity Interests
 ERISA
 ERISA Affiliate
 Eurodollar Business Day
 Eurodollar Rate provided
 Eurodollar Rate Advance
 Eurodollar Reserve Percentage
 7




---



##### 



Event of Default
 Executive Officer
 FCA Construction
 FCA RE
 FCA Restaurant Holdings
 Federal Funds Rate
 Fixed Charge Coverage Ratio
 minus minus
 plus plus
 GAAP
 Holding Account
 8




---



##### 



Holdings
 Immediately Available Funds
 Indebtedness
 Indemnitee
 Interest Expense
 Interest Period provided
   9




---



##### 



provided
 Investment
 Letter of Credit
 Letter of Credit Commitment
 Letter of Credit Commitment Amount
 Letter of Credit Fees
 Letter of Credit Obligations plus
 Letter of Credit Participations
 Lien
 10




---



##### 



Loan
 Loan Documents
 Loan Party
 LTF CMBS I
 LTF CMBS I Related Agreements Schedule 1.1(a)
 LTF Lease
 Maintenance Capital Expenditures plus
 Management
 Mandatory Principal Payments
 Majority Banks
 Material Adverse Occurrence
 11




---



##### 



Maximum Rate
 Measurement Period
 Multiemployer Plan
 Net Income
 Net Proceeds ,
 New Bank
 Non-Permitted Pre-Closing Indebtedness
 Non-U.S. Bank
 Notes
 Obligations
 OFAC
 Operating Lease
 Operations
 OP Holdings
 Original Credit Agreement
 12




---



##### 



Other Taxes
 Participants
 PBGC
 Permitted Acquisitions Seller Financing
 Permitted Permanent Loan
 Schedule 1.1(a) provided
    13




---



##### 



provided
  Limited Recourse Liability provided
   14




---



##### 



provided
 provided
 provided provided
   15




---



##### 



provided
   16




---



##### 



Person
 Plan
 Pledge Agreement
 Prohibited Transaction
 Purchase Money Indebtedness
 Quarterly Measurement Date
 Rate Protection Agreement
 Rate Protection Obligations
 Rate Protection Provider
 Real Estate Subsidiary provided
 17




---



##### 



Schedule 1.1(a)
 RE CO
 Regulatory Change
 RE Holdings
 Related Agreement Schedules 1.1(a) 6.11 6.18
 Rent Expense
 Replacement Bank
 Reportable Event provided
 Restricted Payments
 18




---



##### 



Restricted Subsidiary provided
 Revolving Commitment
 Revolving Commitment Amount
 Revolving Commitment Fees
 Revolving Loan
 Revolving Loan Date
 Revolving Loan Termination Date
 Revolving Notes Exhibit
A Revolving Note
 Revolving Percentage
 Securitized
 Security Agreement
 19




---



##### 



Security Documents
 Senior Secured Operating Company Leverage Ratio
 plus plus plus
 minus minus
 Subject Bank
 Subsidiary
 Subsidiary Guaranty
 Subsidiary Pledge Agreement
 20




---



##### 



Subsidiary Security Agreement
 Subsidiary Security Document
 Swingline Bank
 Swingline Loan Commitment
 Swingline Commitment Amount
 Swingline Loan
 Swingline Loan Date
 Swingline Note Exhibit
B
 Teachers Re-financing provided
 Total Percentage
 Total Revolving Outstandings
 21




---



##### 



Unused Revolving Commitment
 Upstream Distribution Agreement
 U.S. Taxes
 USBNA
 Accounting Terms and Calculations provided
 Computation of Time Periods
 Other Definitional Terms
 ARTICLE II
TERMS OF THE CREDIT FACILITIES
 Part A  Terms of Lending
 Lending Commitments Revolving Loan Revolving Loans provided
 22




---



##### 



Procedure for Loans
 provided
 provided
 23




---



##### 



Revolving Notes provided
 Conversions and Continuations provided
 24




---



##### 



Interest Rates, Interest Payments and Default Interest
 plus
 plus
 Default Rate
 provided
 Repayment and Mandatory Prepayment
 The Revolving Loans
 25




---



##### 



Pay Down of Revolving Loans provided
 Optional Prepayments
 Part B-Terms of the Letter of Credit Facility
 Letter of Credit Commitment provided Letter of Credit Commitment Amount provided further Schedule 2.8
 Procedures for Letters of Credit
 26




---



##### 



Terms of Letters of Credit provided further
 Agreement to Repay Letter of Credit Drawings provided
  27




---



##### 



provided
 Obligations Absolute
    28




---



##### 



Indemnification by Banks provided
  Swingline Loan Commitment
 Swingline Loan Commitment. Swingline Loan Swingline
 29




---



##### 



Loans provided Swingline Commitment Amount provided plus
 Procedure for Swingline Loans
 Swingline Note
 30




---



##### 



provided
 Repayment of Swingline Loans provided Mandatory Swingline Borrowing
 notwithstanding
  31




---



##### 



provided
 Part D  General
 Optional Reduction of Revolving Commitment Amounts or Termination of
Revolving Commitments provided
 Fees Agent Fee Letter
 Revolving Commitment Fees Revolving
Commitment Fees
 32




---



##### 



Letter of Credit Fees
 Computation
 Payments provided
 Use of Loan Proceeds
     33




---



##### 



Interest Rate Not Ascertainable, Etc.
    Increased Cost
    34




---



##### 



Illegality
 Capital Adequacy
 35




---



##### 



Funding Losses; Eurodollar Rate Advances
 Discretion of Bank as to Manner of Funding
 Taxes
   36




---



##### 



Other Taxes
  United States United States person
 U.S. Taxes
 Non-U.S. Bank
 37




---



##### 



provided
 38




---



##### 



provided
 Replacement of Bank in Respect of Increased Costs Affected
Bank Bank provided
 Accordian Feature provided provided further
 39




---



##### 



ARTICLE III
CONDITIONS PRECEDENT
 Conditions of Initial Transaction
 Documents
    (A)
    
    A true and accurate copy of the
corporate (or other) resolutions of the Borrower authorizing the
execution,
 40




---



##### 



delivery and performance of the Loan Documents to
which the Borrower is a party contemplated hereby and thereby;(B)
    
    The incumbency, names, titles and
signatures of the officers of the Borrower authorized to execute
the Loan Documents to which the Borrower is a party and to
request Advances;(C)
    
    The Articles of Incorporation (or
the equivalent) of the Borrower with all amendments thereto,
previously delivered by the Borrower to the Agent have not been
amended, modified or supplement and remain in full force and
effect; and(D)
    
    The bylaws (or other constituent
documents) for the Borrower previously delivered by the Borrower
to the Agent have not been amended, modified or supplement and
remain in full force and effect.
     Opinion
 Compliance
 41




---



##### 



Security Documents
 Other Matters
 Fees and Expenses
 Compliance Certificate
 Conditions Precedent to all Loans and Letters of Credit.
 Representations and Warranties provided
 42




---



##### 



No Default
 Notices and Requests
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES
  Organization, Standing, Etc.
 Authorization and Validity
 No Conflict; No Default
 43




---



##### 



Government Consent
 Financial Statements and Condition
 Litigation Schedule 4.6
 Environmental, Health and Safety Laws
 44




---



##### 



Schedule 4.7
 ERISA
 Federal Reserve Regulations
 Title to Property; Leases; Liens; Subordination
 Taxes
 45




---



##### 



Trademarks, Patents Schedule 4.12
 Force Majeure
 Investment Company Act
 Public Utility Holding Company Act
 Retirement Benefits Schedule 4.16
 46




---



##### 



Full Disclosure provided
 Subsidiaries; etc Schedule 4.18
 Labor Matters
 Solvency
 Insurance Schedule 4.21
 47




---



##### 



Indebtedness
 Guaranty of Suretyship Schedule 6.13
 Related Agreements
    ARTICLE V
AFFIRMATIVE COVENANTS
  Financial Statements and Reports
 provided
 48




---



##### 



provided
 Exhibit C
 provided
   49




---



##### 



provided
  Existence
 50




---



##### 



provided
 Insurance
 Payment of Taxes and Claims provided
 Inspection provided provided provided further
 51




---



##### 



Maintenance of Properties
 Books and Records
 Compliance provided
 ERISA
 52




---



##### 



Environmental Matters; Reporting
 Further Assurances
 LTF Leases.
 Real Estate.
 53




---



##### 



Mandatory Distributions.
   Depository Accounts provided
 Subsidiaries
 54




---



##### 



ARTICLE VI
NEGATIVE COVENANTS
  Merger provided
 Disposition of Assets
      55




---



##### 



Plans
 Change in Nature of Business
 Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership
     Negative Pledges.
 56




---



##### 



Restricted Payments
 provided
 provided
 provided
 57




---



##### 



Transactions with Affiliates provided
 Accounting Changes provided
 Investments
 Schedule 6.10
 58




---



##### 



provided
    provided
    provided
 59




---



##### 



provided
  Indebtedness
   Schedule 6.11 provided
 plus
 60




---



##### 



plus
  provided Permitted Permanent
Loans
  provided
  Liens
  Schedule
6.12
   61




---



##### 



provided
  provided
  provided
  Contingent Liabilities Schedule 6.13
 62




---



##### 



Schedule 6.13
 Fixed Charge Coverage Ratio
 Consolidated Leverage Ratio
 Senior Secured Operating Company Leverage Ratio
 Loan Proceeds
 Sale and Leaseback Transactions
 63




---



##### 



Schedule 6.18
 provided
 Related Agreements
  provided
     Fiscal Year
 Real Estate Leases
 64




---



##### 



ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
 Events of Default
      65




---



##### 



66




---



##### 



Remedies
 Offset provided
 67




---



##### 



ARTICLE VIII
THE AGENT
  Appointment and Authorization
 Note Holders
 Consultation With Counsel
 Loan Documents
 USBNA and Affiliates
 Action by Agent provided
 68




---



##### 



Credit Analysis
 Notices of Event of Default, Etc.
 Indemnification provided
   69




---



##### 



Payments and Collections provided
 Sharing of Payments provided
 70




---



##### 



Advice to Banks
 Defaulting Bank
 Remedies Against a Defaulting Bank
 Purchase from Defaulting Bank
 71




---



##### 



Resignation
 ARTICLE IX
MISCELLANEOUS
 Modifications provided provided
 72




---



##### 



Expenses
 Waivers, etc. provided
 Notices provided
 Successors and Assigns; Participations; Purchasing Banks
  Participants
 73




---



##### 



provided provided provided provided
 Assignees Exhibit D
 74




---



##### 



Assignment Agreement provided
  provided
 provided
 Confidentiality of Information
 75




---



##### 



Governing Law and Construction
 Consent to Jurisdiction
 Waiver of Jury Trial
 76




---



##### 



Survival of Agreement provided
 Indemnification
   provided
  77




---



##### 



Captions
 Entire Agreement
 Counterparts
 Borrower Acknowledgements
 Interest Rate Limitation Charges Maximum Rate
 Effect on Original Credit Agreement.
 78




---



##### 



Recitals
 79




---



##### 



IN WITNESS WHEREOF
 LIFE TIME FITNESS, INC.By:Name:
    
    Eric J. BussTitle:
    
    SecretaryAddress:6442 City West ParkwayEden Prairie, Minnesota 55344Fax: (952) 947-0099Attention: Mr. Michael R. RobinsonRevolving Commitment Amount
    
    U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Bank$64,000,000.00By:Name:
    
    Karen E. WeathersTitle:
    
    Vice PresidentAddress:U. S. Bancorp Center, (BC-MN-HO3P)800 Nicollet MallMinneapolis, Minnesota 55402Fax: (612) 303-2264Attention: Karen E. Weathers




---



##### 



Revolving Commitment Amount
    
    JPMorgan Chase Bank, N. A.$58,000,000.00By:Name:Title:Address:Mail Code MI1-893828660 Northwestern HighwaySouthfield, MI 48034Fax: (248) 799-5826Attention: Mitchell W. Dangremond




---



##### 



Revolving Commitment Amount
    
    Royal Bank of Canada$58,000,000.00By:Name:Title:Address:One Liberty Plaza, 6th Floor165 BroadwayNew York, NY 10006-1404Fax: (212) 428-2319Attention: Dustin Craven




---



##### 



Revolving Commitment Amount
    
    Bank of Montreal$40,000,000.00By:Name:Title:Address:111 West Monroe Street10th Floor CenterChicago, IL 60603Fax: (312) 293-5041Attention: James J. Lent




---



##### 



Revolving Commitment Amount
    
    Bank of the West, a California banking corporation$35,000,000.00By:Name:Title:Address:250 Marquette Avenue, Suite 575Minneapolis, Minnesota 55402Fax: (612) 339-6362Attention: Joshua R. Pirozzolo




---



##### 



Revolving Commitment Amount
    
    M&I Marshall & Ilsley Bank$35,000,000.00By:Name:Title:andBy:Name:Title:Address:615 Nicollet MallMinneapolis, MN 55402-1611Fax: (612) 904-8012Attention: Andrew Lehman




---



##### 



Revolving Commitment Amount
    
    National City Bank$35,000,000.00By:Name:Title:Address:755 West Big Beaver RoadSuite 2500Troy, Michigan 48084Fax: (248) 729-8820Attention: Mike Kell, Vice President




---



##### 



Revolving Commitment Amount
    
    Associated Bank, National Association$30,000,000.00By:Name:Title:Address:740 Marquette AveMinneapolis MN55402Fax: (612) 338-3950Attention: Paul Way




---



##### 



Revolving Commitment Amount
    
    Charter One Bank N.A.$25,000,000.00By:Name:Title:Address:71 South WackerSuite 2900Chicago, IL 60606Fax: (312) 777-3496Attention: Kathleen D. Schurr




---



##### 



Revolving Commitment Amount
    
    MB Financial Bank, N.A.$20,000,000.00By:Name:Title:Address:16255 S. Harlam AvenueTinley Park, IL 60477Fax:Attention: Joe Strejc