EX-10.2





 Exhibit 10.2 

EXECUTION VERSION 

TECHNICAL AMENDMENT NO. 1 TO CREDIT AGREEMENT 

TECHNICAL AMENDMENT NO. 1 (this “Agreement”), dated as of July 21, 2015, to that certain Credit Agreement dated
as of June 10, 2015 (the “Credit Agreement”) among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest
to LTF MERGER SUB, INC., as borrower (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), and the
lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. 

WHEREAS, Section 10.01(3)(c) of the Credit Agreement permits the Administrative Agent and the Borrower to amend any Loan Document
to amend any obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Agreement or any other Loan Document and such amendment shall become effective without any further action or
consent of any other party to such Loan Document; 
 NOW, THEREFORE, the parties hereto agree as follows: 

Section 1.    Amendment to Credit Agreement 

Section 6.01(3) of the Credit Agreement is hereby amended by deleting the phrase “one hundred” immediately before the phrase
“ninety (90) days”. 
 Section 2.    This Agreement shall become effective upon execution by the
parties hereto without any further action or consent of any other party to any Loan Document. 

Section 3.    Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to
entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different
circumstances. 
 Section 4.    This Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

Section 5.    This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement. 

Section 6.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


  
 [remainder of page
intentionally left blank] 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

					
	LIFE TIME FITNESS INC., as Borrower,
		
	By:	 	 /s/ Eric Buss

		 	Name:	 	Eric Buss
		 	Title:	 	 Chief Financial Officer and
 Executive
Vice President




  
 [Signature Page to
Technical Amendment No. 1 to Credit Agreement] 













 
					
	DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent,
		
	By:	 	 /s/ Mary Kay Coyle

		 	Name:	 	Mary Kay Coyle
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Anca Trifan

		 	Name:	 	Anca Trifan
		 	Title:	 	Managing Director



  
 [Signature Page to
Technical Amendment No. 1 to Credit Agreement]