##### 



Exhibit 10.1
 EXECUTION
 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.,
as Syndication Agent
 and
 M&I MARSHALL & ILSLEY BANK,
 NATIONAL CITY BANK OF THE MIDWEST
 and
 ROYAL BANK OF CANADA
as Co-Documentation Agents
 Effective as of April 28, 2006




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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
    
    
    19Section 1.3 Computation of Time Periods
    
    
    19Section 1.4 Other Definitional Terms
    
    
    19ARTICLE II TERMS OF THE CREDIT FACILITIES
    
    
    20Section 2.1 Lending Commitments
    
    
    20Section 2.2 Procedure for Loans
    
    
    20Section 2.3 Revolving Notes
    
    
    21Section 2.4 Conversions and Continuations
    
    
    21Section 2.5 Interest Rates, Interest Payments and Default Interest
    
    
    22Section 2.6 Repayment and Mandatory Prepayment
    
    
    23Section 2.7 Optional Prepayments
    
    
    23Section 2.8 Letter of Credit Commitment
    
    
    23Section 2.9 Procedures for Letters of Credit
    
    
    24Section 2.10 Terms of Letters of Credit
    
    
    24Section 2.11 Agreement to Repay Letter of Credit Drawings
    
    
    24Section 2.12 Obligations Absolute
    
    
    25Section 2.13 Indemnification by Banks
    
    
    26Section 2.14 Swingline Loan Commitment
    
    
    27Section 2.15 Optional Reduction of Revolving Commitment Amounts or Termination of
Revolving Commitments
    
    
    29Section 2.16 Fees
    
    
    29Section 2.17 Revolving Commitment Fees
    
    
    30Section 2.18 Letter of Credit Fees
    
    
    30Section 2.19 Computation
    
    
    30Section 2.20 Payments
    
    
    30Section 2.21 Use of Loan Proceeds
    
    
    31Section 2.22 Interest Rate Not Ascertainable, Etc.
    
    
    31Section 2.23 Increased Cost
    
    
    31Section 2.24 Illegality
    
    
    32Section 2.25 Capital Adequacy
    
    
    33Section 2.26 Funding Losses; Eurodollar Rate Advances
    
    
    33Section 2.27 Discretion of Bank as to Manner of Funding
    
    
    33Section 2.28 Taxes
    
    
    34Section 2.29 Replacement of Bank in Respect of Increased Costs
    
    
    36ARTICLE III CONDITIONS PRECEDENT
    
    
    37
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PageSection 3.1 Conditions of Initial Transaction
    
    
    37Section 3.2 Conditions Precedent to all Loans and Letters of Credit.
    
    
    39ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    40Section 4.1 Organization, Standing, Etc.
    
    
    40Section 4.2 Authorization and Validity
    
    
    40Section 4.3 No Conflict; No Default
    
    
    41Section 4.4 Government Consent
    
    
    41Section 4.5 Financial Statements and Condition
    
    
    41Section 4.6 Litigation
    
    
    41Section 4.7 Environmental, Health and Safety Laws
    
    
    41Section 4.8 ERISA
    
    
    42Section 4.9 Federal Reserve Regulations
    
    
    42Section 4.10 Title to Property; Leases; Liens; Subordination
    
    
    42Section 4.11 Taxes
    
    
    42Section 4.12 Trademarks, Patents
    
    
    43Section 4.13 Force Majeure
    
    
    43Section 4.14 Investment Company Act
    
    
    43Section 4.15 Public Utility Holding Company Act
    
    
    43Section 4.16 Retirement Benefits
    
    
    44Section 4.17 Full Disclosure
    
    
    44Section 4.18 Subsidiaries; etc
    
    
    44Section 4.19 Labor Matters
    
    
    44Section 4.20 Solvency
    
    
    44Section 4.21 Insurance
    
    
    45Section 4.22 Indebtedness
    
    
    45Section 4.23 Guaranty of Suretyship
    
    
    45Section 4.24 Related Agreements
    
    
    45ARTICLE V AFFIRMATIVE COVENANTS
    
    
    45Section 5.1 Financial Statements and Reports
    
    
    45Section 5.2 Existence
    
    
    48Section 5.3 Insurance
    
    
    48Section 5.4 Payment of Taxes and Claims
    
    
    48Section 5.5 Inspection
    
    
    48Section 5.6 Maintenance of Properties
    
    
    49Section 5.7 Books and Records
    
    
    49Section 5.8 Compliance
    
    
    49Section 5.9 ERISA
    
    
    49Section 5.10 Environmental Matters; Reporting
    
    
    50Section 5.11 Further Assurances
    
    
    50Section 5.12 LTF Leases
    
    
    50Section 5.13 Real Estate
    
    
    50Section 5.14 Mandatory Distributions
    
    
    51Section 5.15 Depository Accounts
    
    
    51
 ii




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PageSection 5.16 Subsidiaries
    
    
    51ARTICLE VI NEGATIVE COVENANTS
    
    
    52Section 6.1 Merger
    
    
    52Section 6.2 Disposition of Assets
    
    
    52Section 6.3 Plans
    
    
    53Section 6.4 Change in Nature of Business
    
    
    53Section 6.5 Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership
    
    
    53Section 6.6 Negative Pledges.
    
    
    53Section 6.7 Restricted Payments
    
    
    54Section 6.8 Transactions with Affiliates
    
    
    55Section 6.9 Accounting Changes
    
    
    55Section 6.10 Investments
    
    
    55Section 6.11 Indebtedness
    
    
    57Section 6.12 Liens
    
    
    58Section 6.13 Contingent Liabilities
    
    
    59Section 6.14 Fixed Charge Coverage Ratio
    
    
    60Section 6.15 Consolidated Leverage Ratio
    
    
    60Section 6.16 Senior Secured Operating Company Leverage Ratio
    
    
    60Section 6.17 Loan Proceeds
    
    
    60Section 6.18 Sale and Leaseback Transactions
    
    
    60Section 6.19 Related Agreements
    
    
    60Section 6.20 Fiscal Year
    
    
    61ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
    
    
    61Section 7.1 Events of Default
    
    
    61Section 7.2 Remedies
    
    
    63Section 7.3 Offset
    
    
    63ARTICLE VIII THE AGENT
    
    
    64Section 8.1 Appointment and Authorization
    
    
    64Section 8.2 Note Holders
    
    
    64Section 8.3 Consultation With Counsel
    
    
    64Section 8.4 Loan Documents
    
    
    64Section 8.5 USBNA and Affiliates
    
    
    65Section 8.6 Action by Agent
    
    
    65Section 8.7 Credit Analysis
    
    
    65Section 8.8 Notices of Event of Default, Etc.
    
    
    65Section 8.9 Indemnification
    
    
    65Section 8.10 Payments and Collections
    
    
    66Section 8.11 Sharing of Payments
    
    
    67Section 8.12 Advice to Banks
    
    
    67Section 8.13 Defaulting Bank
    
    
    67
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PageSection 8.14 Resignation
    
    
    68ARTICLE IX MISCELLANEOUS
    
    
    68Section 9.1 Modifications
    
    
    68Section 9.2 Expenses
    
    
    69Section 9.3 Waivers, etc.
    
    
    69Section 9.4 Notices
    
    
    69Section 9.5 Successors and Assigns; Participations; Purchasing Banks
    
    
    70Section 9.6 Confidentiality of Information
    
    
    72Section 9.7 Governing Law and Construction
    
    
    72Section 9.8 Consent to Jurisdiction
    
    
    72Section 9.9 Waiver of Jury Trial
    
    
    73Section 9.10 Survival of Agreement
    
    
    73Section 9.11 Indemnification
    
    
    73Section 9.12 Captions
    
    
    74Section 9.13 Entire Agreement
    
    
    74Section 9.14 Counterparts
    
    
    74Section 9.15 Borrower Acknowledgements
    
    
    74Section 9.16 Interest Rate Limitation
    
    
    74Section 9.17 Effect on Original Credit Agreement.
    
    
    75Section 9.18 Recitals
    
    
    75
 iv




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




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




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RevolvingCommitmentConsolidated Leverage
    
    Eurodollar Rate
    
    Base Rate
    
    FeesRatio
    
    Advances
    
    Advances
    
    PercentageLess than or equal to
1.50:1.00
    
    
    0.75
    %
    
    
    0.00
    %
    
    
    0.25
    %Greater than 1.50:1.00 but
less than or equal to
2.50:1.00
    
    
    1.00
    %
    
    
    0.00
    %
    
    
    0.25
    %Greater than 2.50:1.00 but
less than or equal to
3.00:1.00
    
    
    1.25
    %
    
    
    0.00
    %
    
    
    0.25
    %Greater than 3.00:1.00 but
less than or equal to
3.50:1.00
    
    
    1.50
    %
    
    
    0.00
    %
    
    
    0.375
    %Greater than 3.50:1.00
    
    
    1.75
    %
    
    
    0.25
    %
    
    
    0.375
    %
  Bank
 Base Rate plus
 3




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Base Rate Advance
 Board
 Borrower
 BSA
 Business Day
 Capital Expenditures
 Capitalized Lease
 Capitalized Lease Obligations
 Change of Control
 Charges
 4




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Closing Date
 Club
 Code
 Collateral
 Commitments
 Consolidated Adjusted Funded Debt plus plus plus
 Consolidated Leverage Ratio
   Contingent Obligation provided
 5




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Continuing Directors Current Board
 Current Liabilities
 Default
 Defaulting Bank
 Default Rate
 Disclosure Schedules
 EBITDA plus .
 EBITDAR plus .
 Effective Date
 Equity Interests
 ERISA
 ERISA Affiliate
 6




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Eurodollar Business Day
 Eurodollar Rate provided
 Eurodollar Rate Advance
 Eurodollar Reserve Percentage
 Event of Default
 Executive Officer
 FCA Construction
 FCA RE
 FCA Restaurant Holdings
 7




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Federal Funds Rate
 Fixed Charge Coverage Ratio
 minus minus
 plus plus
 GAAP
 Holding Account
 Holdings
 Immediately Available Funds
 Indebtedness
 8




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Indemnitee
 Interest Expense
 Interest Period
     Investment
 9




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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
 Loan
 Loan Documents
 Loan Party
 LTF Lease
 Maintenance Capital Expenditures plus
 10




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Management
 Mandatory Principal Payments
 Majority Banks
 Material Adverse Occurrence
 Maximum Rate
 Measurement Period
 Multiemployer Plan
 Net Income
 Net Proceeds ,
 New Bank
 Non-Permitted Pre-Closing Indebtedness
 11




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Non-U.S. Bank
 Notes
 Obligations
 OFAC
 Operating Lease
 Operations
 OP Holdings
 Original Credit Agreement
 Other Taxes
 Participants
 PBGC
 Permitted Acquisitions
 12




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Seller Financing
 Permitted Permanent Loan
 Schedule 1.1(a)
     Limited Recourse Liability
 13




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Person
 Plan
 Pledge Agreement
 14




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Prohibited Transaction
 Purchase Money Indebtedness
 Quarterly Measurement Date
 Rate Protection Agreement
 Rate Protection Obligations
 Rate Protection Provider
 Real Estate Subsidiary provided however Schedule 1.1(a)
 RE CO
 Regulatory Change
 RE Holdings
 Related Agreement Schedules 1.1(a) 6.11 6.18
 Rent Expense
 Replacement Bank
 15




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Reportable Event
 Restricted Payments
 Restricted Subsidiary
 Revolving Commitment
 Revolving Commitment Amount
 Revolving Commitment Fees
 Revolving Loan
 Revolving Loan Date
 Revolving Loan Termination Date
 16




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Revolving Notes Exhibit
A Revolving Note
 Revolving Percentage
 Security Agreement
 Security Documents
 Senior Secured Operating Company Leverage Ratio
 plus plus plus
 minus minus
 Signing Date
 17




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Subject Bank
 Subsidiary
 Subsidiary Guaranty
 Subsidiary Pledge Agreement
 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
 18




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Total Percentage
 Total Revolving Outstandings
 Unused Revolving Commitment
 Upstream Distribution Agreement
 U.S. Taxes
 USBNA
 Accounting Terms and Calculations
 Computation of Time Periods
 Other Definitional Terms
 19




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ARTICLE II
TERMS OF THE CREDIT FACILITIES
 Part A  Terms of Lending
 Lending Commitments Revolving Loan Revolving Loans
 Procedure for Loans
  20




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Revolving Notes
 Conversions and Continuations
 21




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Interest Rates, Interest Payments and Default Interest
 plus
 plus
 Default Rate
  22




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Repayment and Mandatory Prepayment
 The Revolving Loans
 Pay Down of Revolving Loans
 Optional Prepayments
 Part B-Terms of the Letter of Credit Facility
 Letter of Credit Commitment Letter of Credit Commitment Amount
 23




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Schedule 2.8
 Procedures for Letters of Credit
 Terms of Letters of Credit
 Agreement to Repay Letter of Credit Drawings
 24




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Obligations Absolute
 25




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Indemnification by Banks
 26




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Swingline Loan Commitment
 Swingline Loan Commitment. Swingline Loan Swingline Loans provided however Swingline Commitment Amount plus
 Procedure for Swingline Loans
 27




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Swingline Note
 Repayment of Swingline Loans Mandatory Swingline Borrowing
 notwithstanding
 28




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Part D  General
 Optional Reduction of Revolving Commitment Amounts or Termination of
Revolving Commitments
 Fees Agent Fee Letter
 29




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Revolving Commitment Fees Revolving
Commitment Fees
 Letter of Credit Fees
 Computation
 Payments
 30




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Use of Loan Proceeds
       Interest Rate Not Ascertainable, Etc.
    Increased Cost
   31




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Illegality
 32




---



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Capital Adequacy
 Funding Losses; Eurodollar Rate Advances
 Discretion of Bank as to Manner of Funding
 33




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Taxes
  Other Taxes
  United States United States person
 U.S. Taxes
 34




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Non-U.S. Bank
    35




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Replacement of Bank in Respect of Increased Costs Affected
Bank Bank
 36




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ARTICLE III
CONDITIONS PRECEDENT
 Conditions of Initial Transaction
 Documents
        37




---



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Opinion
 38




---



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Compliance
 Security Documents
 Other Matters
 Fees and Expenses
 Compliance Certificate
 Conditions Precedent to all Loans and Letters of Credit.
  Representations and Warranties
 39




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No Default
 Notices and Requests
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES
  Organization, Standing, Etc.
 Authorization and Validity
 40




---



##### 



No Conflict; No Default
 Government Consent
 Financial Statements and Condition
 Litigation Schedule 4.6
 Environmental, Health and Safety Laws
 41




---



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Schedule 4.7
 ERISA
 Federal Reserve Regulations
 Title to Property; Leases; Liens; Subordination
 Taxes
 42




---



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Trademarks, Patents Schedule 4.12
 Force Majeure
 Investment Company Act
 Public Utility Holding Company Act
 43




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Retirement Benefits Schedule 4.16
 Full Disclosure
 Subsidiaries; etc Schedule 4.18
 Labor Matters
 Solvency
 44




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Insurance Schedule 4.21
 Indebtedness
 Guaranty of Suretyship Schedule 6.13
 Related Agreements
    ARTICLE V
AFFIRMATIVE COVENANTS
  Financial Statements and Reports
  45




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Exhibit C
   46




---



##### 



provided however
 47




---



##### 



Existence provided however
 Insurance
 Payment of Taxes and Claims
 Inspection
 48




---



##### 



Maintenance of Properties
 Books and Records
 Compliance
 ERISA
 49




---



##### 



Environmental Matters; Reporting
 Further Assurances
 LTF Leases.
 Real Estate.
 50




---



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Mandatory Distributions.
   Depository Accounts
 Subsidiaries
 51




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##### 



ARTICLE VI
NEGATIVE COVENANTS
  Merger
 Disposition of Assets
       52




---



##### 



Plans
 Change in Nature of Business
 Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership
     Negative Pledges.
 53




---



##### 



Restricted Payments
  provided however
  54




---



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Transactions with Affiliates
 Accounting Changes
 Investments
 Schedule 6.10
    55




---



##### 



56




---



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Indebtedness
   Schedule 6.11
 plus plus
  57




---



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Permitted Permanent Loans
    Liens
  Schedule
6.12
    58




---



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Contingent Liabilities Schedule 6.13
 59




---



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Fixed Charge Coverage Ratio
 Consolidated Leverage Ratio
 Senior Secured Operating Company Leverage Ratio
 Loan Proceeds
 Sale and Leaseback Transactions
 Schedule 6.18
  Related Agreements
  60




---



##### 



Fiscal Year
 ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
 Events of Default
    61




---



##### 



62




---



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Remedies
 Offset
 63




---



##### 



ARTICLE VIII
THE AGENT
  Appointment and Authorization
 Note Holders
 Consultation With Counsel
 Loan Documents
 64




---



##### 



USBNA and Affiliates
 Action by Agent
 Credit Analysis
 Notices of Event of Default, Etc.
 Indemnification
 65




---



##### 



Payments and Collections
 66




---



##### 



Sharing of Payments
 Advice to Banks
 Defaulting Bank
 Remedies Against a Defaulting Bank
 67




---



##### 



Purchase from Defaulting Bank
 Resignation
 ARTICLE IX
MISCELLANEOUS
 Modifications
 68




---



##### 



Expenses
 Waivers, etc.
 Notices
 69




---



##### 



Successors and Assigns; Participations; Purchasing Banks
  Participants
 70




---



##### 



Assignees Exhibit D Assignment Agreement
   71




---



##### 



Confidentiality of Information
 Governing Law and Construction
 Consent to Jurisdiction
 72




---



##### 



Waiver of Jury Trial
 Survival of Agreement
 Indemnification
   73




---



##### 



provided however
  Captions
 Entire Agreement
 Counterparts
 Borrower Acknowledgements
 Interest Rate Limitation
 74




---



##### 



Charges Maximum Rate
 Effect on Original Credit Agreement.
 Recitals
 75




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##### 



IN WITNESS WHEREOF
 LIFE TIME FITNESS, INC.By:Name:
    Eric J. BussTitle:
    Secretary  
 Revolving Commitment Amount
    
    U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Bank$56,500,000.00By:Name:
    
    Karen E. WeathersTitle:
    
    Vice President




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Revolving Commitment Amount
    
    JPMorgan Chase Bank, N. A.$46,500,000.00By:Name:Title:




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Revolving Commitment Amount
    
    M&I Marshall & Ilsley Bank$35,000,000.00By:Name:Title:andBy:Name:Title:




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##### 



Revolving Commitment Amount
    
    National City Bank of the Midwest$35,000,000.00By:Name:Title:




---



##### 



Revolving Commitment Amount
    
    Harris N.A. as successor by merger with
Harris Trust and Savings Bank$30,000,000.00By:Name:Title:




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##### 



Revolving Commitment Amount
    
    Associated Bank, National Association$25,000,000.00By:Name:Title:




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Revolving Commitment Amount
    
    MB Financial Bank, N.A.$12,000,000.00By:Name:Title:




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Revolving Commitment Amount
    
    Bank of the West, a California banking
corporation$25,000,000.00By:Name:Title:




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Revolving Commitment Amount
    
    Royal Bank of Canada$35,000,000.00By:Name:Title: