exv10w5






Exhibit 10.5




EXECUTION COPY




GUARANTY AND SURETYSHIP AGREEMENT




     THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”), dated as of the 26 day of
September, 2008, made by LIFETIME FITNESS, INC., a Minnesota corporation (“Guarantor”), to
LT FIT (AZ-MD) LLC, a Delaware limited liability company (“Landlord”).



WITNESSETH:




     WHEREAS, Landlord, as lessor, has entered into a Lease Agreement of even date herewith (the
“Lease”), in which Landlord leased to LTF Real Estate Company, Inc., a Minnesota
corporation (“Tenant”), certain premises situate in Columbia, Maryland and Scottsdale,
Arizona (collectively, the “Leased Premises”);



     WHEREAS, all of the issued and outstanding stock of Tenant is owned by Guarantor; and



     WHEREAS, the execution and delivery by Guarantor of this Guaranty is a material inducement to
Landlord to execute the Lease, and Guarantor expects to derive financial benefit from the Lease.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt of which is hereby acknowledged by Guarantor, and intending to be legally bound,
Guarantor hereby covenants and agrees as follows:



ARTICLE I

GUARANTEE




     Section 1.01 Guaranteed Obligations. Guarantor hereby absolutely unconditionally and irrevocably guarantees to and becomes surety
for Landlord and its successors and assigns for the due, punctual and full payment, performance and
observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the
following (collectively, the “Guaranteed Obligations”):



     (a) the full and timely payment of all Rent and all other amounts due or to become due to
Landlord from Tenant under the Lease or any other agreement or instrument executed in connection
therewith, whether now existing or hereafter arising, contracted or incurred (collectively, the
“Monetary Obligations”); and



     (b) all covenants, agreements, terms, obligations and conditions, undertakings, duties
representations and warranties contained in the Lease to be observed, performed by or imposed upon
Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred
(collectively, the “Performance Obligations”),


as and when such payment, performance or observance shall become due (whether by acceleration or
otherwise) in accordance with the terms of the Lease, which terms are


 









 






incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant’s voluntary or
involuntary bankruptcy, assignment for the benefit of creditors reorganization or similar
proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid
promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due
under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any
Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or
cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar
laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of
Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of the
Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect,
and Landlord shall have the right to make demand upon, and receive payment and/or performance from
Guarantor of all Guaranteed Obligations and Guarantor’s obligation in this respect shall be primary
and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include,
without limitation, Rent and other sums accruing and/or becoming due under the Lease following the
commencement by or against Tenant of any action under the United States Bankruptcy Code or other
similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in
the manner set forth in the Lease or at such other address as Landlord shall notify Guarantor in
writing.




     Section 1.02 Guarantee Unconditional. The obligations of Guarantor hereunder are continuing, absolute and unconditional,
irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing,
the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and
shall not be released, discharged, abated, impaired or in any way affected by:



     (a) any amendment, modification, extension, renewal or supplement to the Lease or any
termination of the Lease or any interest therein;



     (b) any assumption by any party of Tenant’s or any other party’s obligations under, or
Tenant’s or any other party’s assignment of any of its interest in, the Lease;



     (c) any exercise or nonexercise of or delay in exercising any right, remedy, power or
privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law (even if
any such right, remedy, power or privilege shall be lost thereby), including, without limitation,
any so-called self-help remedies, or any waiver, consent, compromise, settlement, indulgence or
other action or inaction in respect thereof;



     (d) any change in the financial condition of Tenant, the voluntary or involuntary liquidation,
dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities,
receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting
Landlord, Tenant or Guarantor or any of their assets or any
impairment, modification, release or limitation of liability of Landlord, Tenant or Guarantor
or their respective estates in bankruptcy or of any remedy for the enforcement of such liability
resulting from the operation of any present or future provision of the United States Bankruptcy
Code or other similar statute or from the decision of any court;



 









 





     (e) any extension of time for payment or performance of the Guaranteed Obligations or any part
thereof;



     (f) the genuineness, invalidity or unenforceability of all or any portion or provision of the
Lease;



     (g) any defense that may arise by reason of the failure of Landlord to file or enforce a claim
against the estate of Tenant in any bankruptcy or other proceeding;



     (h) the release or discharge of or accord and satisfaction with of Tenant or any other person
or entity from performance or observance of any of the agreements, covenants, terms or conditions
contained in the Lease by operation of law or otherwise;



     (i) the failure of Landlord to keep Guarantor advised of Tenant’s financial condition,
regardless of the existence of any duty to do so;



     (j) any assignment by Landlord of all of Landlord’s right, title and interest in, to and under
the Lease and/or this Guaranty as collateral security for any Loan;



     (k) any
present or future law or order of any government (de jure or de facto) or of any
agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or
all of the obligations, covenants or agreements of Tenant under the Lease (except by payment in
full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of
all Guaranteed Obligations);



     (l) the default or failure of Guarantor fully to perform any of its obligations set forth in
this Guaranty;



     (m) any actual, purported or attempted sale, assignment or other transfer by Landlord of the
Lease or the Leased Premises or any part thereof or of any of its rights, interests or obligations
thereunder;



     (n) any merger or consolidation of Tenant into or with any other entity, or any sale, lease,
transfer or other disposition of any or all of Tenant’s assets or any sale, transfer or other
disposition of any or all of the shares of capital stock or other securities of Tenant or any
affiliate of Tenant to any other person or entity;



     (o) Tenant’s failure to obtain, protect, preserve or enforce any rights in or to the Lease or
the Leased Premises or any interest therein against any party or the invalidity or unenforceability
of any such rights; or



     (p) any other event, action, omission or circumstances which might in any manner or to any
extent impose any risk to Guarantor or which might otherwise constitute a legal or equitable
release or discharge of a guarantor or surety.


all of which may be given or done without notice to, or consent of, Guarantor.




 









 







No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature
which Tenant or Guarantor now has or hereafter may have against Landlord shall be available
hereunder to Guarantor against Landlord.




     Section 1.03 Disaffirmance of Lease. Guarantor agrees that, in the event of rejection or disaffirmance of the Lease by Tenant or
Tenant’s trustee in bankruptcy pursuant to the United States Bankruptcy Code or any other law,
Guarantor will, if Landlord so requests, assume all obligations and liabilities under the express
terms of the Lease, to the same extent as if Guarantor had been originally named instead of Tenant
as a party to the Lease and there had been no rejection or disaffirmance; and Guarantor will
confirm such assumption in writing at the request of Landlord on or after such rejection or
disaffirmance. Guarantor, upon such assumption, shall have all rights of Tenant under the Lease
(to the extent permitted by law).



     Section 1.04 No Notice or Duty to Exhaust Remedies. Guarantor hereby waives notice of any default in the payment or non-performance of any of the
Guaranteed Obligations (except as expressly required hereunder), diligence, presentment, demand,
protest and all notices of any kind. Guarantor agrees that liability under this Guaranty shall be
primary and hereby waives any requirement that Landlord exhaust any right or remedy, or proceed
first or at any time, against Tenant or any other guarantor of, or any security for, any of the
Guaranteed Obligations. Guarantor hereby waives notice of any acceptance of this Guaranty and all
matters and rights which may be raised in avoidance of, or in defense against, any action to
enforce the obligations of Guarantor hereunder. Guarantor hereby waives any and all suretyship
defenses or defenses in the nature thereof without in any manner limiting any other provision of
this Guaranty. This Guaranty constitutes an agreement of suretyship as well as of guaranty, and
Landlord may pursue its rights and remedies under this Guaranty and under the Lease in whatever
order, or collectively, and shall be entitled to payment and performance hereunder notwithstanding
any action taken by Landlord or inaction by Landlord to enforce any of its rights or remedies
against any other guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of
payment and performance and not merely of collection.


Landlord may pursue its rights and remedies under this Guaranty notwithstanding any other guarantor
of or security for the Guaranteed Obligations or any part thereof. Guarantor authorizes Landlord,
at its sole option, without notice or demand and without affecting the liability of Guarantor under
this Guaranty, to terminate the Lease, either in whole or in part, in accordance with its terms.



Each default on any of the Guaranteed Obligations shall give rise to a separate cause of action and
separate suits may be brought hereunder as each cause of action arises or, at the option of
Landlord any and all causes of action which arise prior to or after any suit is commenced hereunder
may be included in such suit.




     Section 1.05 Subrogation. Notwithstanding any payments made or obligations performed by Guarantor by reason of this
Guaranty (including but not limited to application of funds on account of such payments or
obligations), Guarantor hereby covenants and agrees it shall not assert, enforce or otherwise
exercise (and acknowledges that it shall have no right to so assert, enforce, or exercise) any and
all rights it may have, at any time, whether arising directly or indirectly, by operation of law,
contract or otherwise, or any claim against Tenant or any other



 









 







person or entity or against any
direct or indirect security on account of payments made or obligations performed under or pursuant
to this Guaranty, including without limitation any and all rights of subrogation, reimbursement,
exoneration, contribution or indemnity, and any rights that would result in Guarantor being deemed
a “creditor” under the United States Bankruptcy Code of Tenant or any other person or entity until
a date which is the later of (i) 1 day after the date on which the Guaranteed Obligations have been
fully paid and discharged or (ii) 366 days following the date on which the Guaranteed Obligations
have been fully paid and discharged if the assertion, enforcement, or exercise of such rights prior
to such date could or would cause any payments made by Tenant under the Lease to be avoided as
voidable preferences under the Bankruptcy Code. If any payment shall be paid to Guarantor on
account of any subrogation rights, each and every amount so paid shall immediately be paid to
Landlord to be credited and applied upon any of the Guaranteed Obligations, whether or not then due
and payable.



ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 2.01 Representations and Warranties.
The representations and warranties made by Guarantor in that certain Guarantor’s Certificate
of even date herewith made by Guarantor in favor of Landlord are hereby incorporated by reference
herein (with all related definitions). Guarantor hereby represents and warrants to Landlord as
provided therein.



     Section 2.02 Financial Statements; Books and Records.



     (a) Guarantor shall keep adequate records and books of account with respect to the finances
and business of Guarantor generally and with respect to the Leased Premises, in accordance with
generally accepted accounting principles (“GAAP”) consistently applied, and shall permit
Landlord and Lender by their respective agents, accountants and attorneys, upon reasonable notice
to Guarantor, to examine (and make copies of) the records and books of account and to discuss the
finances and business with the officers of Guarantor, at such reasonable times as may be requested
by Landlord or Lender. Upon the request of Lender or Landlord (either telephonically or in
writing), Guarantor shall provide the requesting party with copies of any information to which such
party would be entitled in the course of a personal visit.



     (b) Guarantor shall deliver to Landlord and to Lender within ninety (90) days of the close of
each fiscal year, annual audited financial statements of Guarantor prepared by
nationally recognized independent certified public accountants. Guarantor shall also furnish
to Landlord within forty-five (45) days after the end of each of the three remaining fiscal
quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by
Guarantor’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other
required filings with the Securities and Exchange Commission pursuant to the provisions of the
Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of
Guarantor shall be prepared in accordance with GAAP consistently applied. All annual financial
statements shall be accompanied (i) by an opinion of said accountants stating that (A) there are no
qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP
and (ii) by the affidavit of the president or a vice president of Guarantor, dated within five (5)
days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default,
or event which, upon notice or the passage of time or both, would become an Event of



 









 







Default which
has occurred and is continuing hereunder or, if any such event has occurred and is continuing,
specifying the nature and period of existence thereof and what action Guarantor has taken or
proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that
Guarantor has fulfilled all of its obligations under this Guaranty which are required to be
fulfilled on or prior to the date of such affidavit.



     Section 2.03 Notice of Certain Events. Promptly upon becoming aware thereof,
Guarantor shall give Landlord notice of (i) the commencement, existence or threat of any proceeding
by or before any duly constituted governmental authority or agency against or affecting Guarantor
which, if adversely decided, would have a material adverse effect on the business, operations or
condition, financial or otherwise, of Guarantor or on its ability to perform its obligations
hereunder or (ii) any material adverse change in the business, operations or condition, financial
or otherwise, of Guarantor.



     Section 2.04 Estoppel Certificates. Guarantor shall, at any time upon not less than
ten (10) days’ prior written request by Landlord or Lender, deliver to the party requesting the
same a statement in writing, executed by the president or a vice president of Guarantor, certifying
(i) that, except as otherwise specified, this Guaranty is unmodified and in full force in effect,
(ii) that Guarantor is not in default hereunder and that no event has occurred or condition exists
which with the giving of notice or the passage of time or both would constitute a default
hereunder, (iii) that Guarantor has no defense, setoff or counterclaim against Landlord arising out
of or in any way related to this Guaranty, (iv) that, except as otherwise specified, there are no
proceedings pending or, to the knowledge of Guarantor, threatened against Guarantor before any
court, arbiter or administrative agency which, if adversely decided, could have a material adverse
effect on the business, operations or conditions, financial or otherwise, of Guarantor or on its
ability to perform its obligations hereunder and (v) such other matters as Landlord or Lender may
reasonably request.



ARTICLE III

EVENTS OF DEFAULT




     Section 3.01 Events of Default. The occurrence of any one or more of the following
shall constitute an “Event of Default” under this Guaranty:



     (a) a failure by Guarantor to make any payment of any Monetary Obligation after the expiration
of any applicable notice and cure periods under the Lease, if any, regardless of the reason for
such failure;



     (b) a failure by Guarantor duly to perform and observe, or a violation or breach of, any other
provision hereof not otherwise specifically mentioned in this Section 3.01;



     (c) any representation or warranty made by Guarantor herein or in any certificate, demand or
request made pursuant hereto proves to be untrue or incorrect, now or hereafter, in any material
respect;



     (d) Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or
consent to the appointment of a receiver for itself or its assets, (C) file a petition seeking
relief under the bankruptcy or other similar laws of the United States, any state or any



 









 







jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) be unable to pay
its debts as they mature;



     (e) a court shall enter an order, judgment or decree appointing, without the consent of
Guarantor, a receiver or trustee for it or approving a petition filed against Guarantor which seeks
relief under the bankruptcy or other similar laws of the United States, any state or any
jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60)
days after it is entered;



     (f) Guarantor shall be liquidated or dissolved or shall begin proceedings towards its
liquidation or dissolution; or



     (g) Guarantor shall sell or transfer or enter into an agreement to sell or transfer all or
substantially all of its assets (an “Asset Transfer”); provided that, the granting by the
Guarantor and/or any of its Subsidiaries of any mortgage, pledge, collateral assignment or similar
encumbrance with respect to any or all of its assets for the purposes of obtaining, modifying or
refinancing a senior loan facility (including, without limitation, its current senior loan facility
with U. S. Bank National Association) shall not be deemed an Asset Transfer; provided that nothing
hereunder is intended to overwrite the provisions set forth in Paragraph 21(g) of the Lease.



ARTICLE IV

MISCELLANEOUS




     Section 4.01 Effect Of Bankruptcy Proceedings. This Guaranty shall continue to be effective, or be automatically reinstated, as the case may
be, if at any time payment, in whole or in part, of any of the Guaranteed Obligations is rescinded
or must otherwise be restored or returned by Landlord as a preference, fraudulent conveyance or
otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been
made. Guarantor hereby agrees to indemnify Landlord against, and to save and hold Landlord
harmless from any required return by Landlord, or recovery from Landlord, of any such payment
because of its being deemed preferential under applicable bankruptcy, receivership or insolvency
laws, or for any other reason. If an Event of
Default at any time shall have occurred and be continuing or exist and declaration of default
or acceleration under or with respect to the Lease shall at such time be prevented by reason of the
pendency against Tenant of a case or proceeding under any bankruptcy or insolvency law, Guarantor
agrees that, for purposes of this Guaranty and its obligations hereunder, the Lease shall be deemed
to have been declared in default or accelerated with the same effect as if the Lease had been
declared in default and accelerated in accordance with the terms thereof, and Guarantor shall
forthwith pay and perform the Guaranteed Obligations in full without further notice or demand.



     Section 4.02 Further Assurances. From time to time upon the request of Landlord, Guarantor shall promptly and duly execute,
acknowledge and deliver any and all such further instruments and documents as Landlord may deem
necessary or desirable to confirm this Guaranty, to carry out the purpose and intent hereof or to
enable Landlord to enforce any of its rights hereunder.



 









 





     Section 4.03 Amendments, Waivers, Etc. This Guaranty cannot be amended, modified, waived, changed, discharged or terminated except by
an instrument in writing signed by the party against whom enforcement of such amendment,
modification, waiver, change, discharge or termination is sought.



     Section 4.04 No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of Landlord in exercising any right, power or
privilege under this Guaranty or the Lease shall affect any other or future exercise thereof or
exercise of any other right, power or privilege; nor shall any single or partial exercise of any
such right, power or privilege or any abandonment or discontinuance of steps to enforce such a
right, power or privilege preclude any further exercise thereof or of any other right, power or
privilege. The rights and remedies of Landlord under this Guaranty are cumulative and not
exclusive of any rights or remedies which Landlord would otherwise have under the Lease, at law or
in equity.



     Section 4.05 Notices. All notices, requests, demands, directions and other communications (collectively “notices”)
under the provisions of this Guaranty shall be in writing and shall be deemed to have been given
and received for all purposes when delivered in person or by Federal Express or other reliable
24-hour delivery service or five (5) business days after being deposited in the United States mail,
by registered or certified mail, return receipt requested, postage prepaid, addressed to the other
party or when delivery is refused. All notices shall be sent to the applicable party addressed, if
to Landlord, at the address set forth in the Lease, and, if to Guarantor, at 2902 Corporate Place,
Chanhassen, Minnesota 55317, or in accordance with the last unrevoked written direction from such
party to the other party.



     Section 4.06 Expenses. Guarantor agrees to pay or cause to be paid and to save Landlord harmless against liability
for the payment of all reasonable out-of-pocket expenses, including fees and expenses of counsel
for Landlord, incurred by Landlord from time to time arising in connection with Landlord’s
enforcement or preservation of rights under this Guaranty or the Lease, including but not limited
to such expenses as may be incurred by Landlord in connection with any default by Guarantor of any
of its obligations hereunder or by Tenant of any of its obligations under the Lease.



     Section 4.07 Survival. All obligations of Guarantor to make payments to or indemnify Landlord shall survive the
payment and performance in full of the Guaranteed Obligations.



     Section 4.08 Severability. If any term or provision of this Guaranty or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or
the application of such term or provision to persons or circumstances other than those as to which
it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this
Guaranty shall be valid and enforceable to the fullest extent permitted by law.



     Section 4.09 Counterparts. This Guaranty may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.



 









 





     Section 4.10 Governing Law. (a) This Guaranty was negotiated in New York, and accepted by Landlord in the State of New
York, which State the parties agree has a substantial relationship to the parties and to the
underlying transaction embodied hereby, and in all respects, including, without limiting the
generality of the foregoing, matters of construction, validity and performance, this Guaranty and
the obligations arising hereunder shall be governed by, and construed in accordance with, the laws
of the State of New York applicable to contract made and performed in such State and any applicable
law of the United States of America. To the fullest extent permitted by law, Guarantor hereby
unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction
governs this Guaranty, and the Guaranty shall be governed by and construed in accordance with the
laws of the State of New York pursuant to § 5-1401 of the New York General Obligations Law.



          (b) Any legal suit, action or proceeding against Guarantor or Landlord arising out of or
relating to this Guaranty shall be instituted in any federal or state court in New York, New York,
pursuant to § 5-1402 of the New York General Obligations Law, and Guarantor waives any objection
which it may now or hereafter have to the laying of venue of any such suit, action or proceeding
and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or
proceeding. Guarantor does hereby designate and appoint National Registered Agents, 100 Canal
Pointe Blvd., Suite 108, Princeton, NJ 08540, as its authorized
agent to accept and acknowledge on its behalf service of any and all process which may be served in
any such suit, action or proceeding in any federal or state court in New York, New York, and agrees
that service of process upon said agent at said address (or at such other office in New York, New
York as may be designated by Guarantor from time to time in accordance with the terms hereof), and
written notice of said service of Guarantor mailed or delivered to Guarantor in the manner provided
herein shall be deemed in every respect effective service of process upon Guarantor, in any such
suit, action or proceeding in the State of New York. Guarantor (i) shall give prompt notice to the
Landlord of any change of address of its authorized agent hereunder, (ii) may at any time and from
time to time designate a substitute authorized agent with an office in New York, New York (which
office shall be designated as the address for service of process), and (iii) shall promptly
designate such a substitute if its authorized agent ceases to have an office in New York, New York
or is dissolved without leaving a successor.



     Section 4.11 Jury Trial. GUARANTOR HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER
IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT THE
LANDLORD HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY
WAY TO MODIFY OR NULLIFY ITS EFFECT. GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN
REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF ALL WAIVERS CONTAINED HEREIN BY
INDEPENDENT LEGAL COUNSEL, SELECTED BY GUARANTOR, AND GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH COUNSEL.



     Section 4.12 Successors and Assigns; Joint and Several. This Guaranty shall bind
Guarantor and its successors and assigns, and shall inure to the benefit of Landlord and its
successors and assigns. The obligations and liabilities of each Guarantor under this Guaranty



 









 







shall be joint and several. As used in this Guaranty, the singular shall include the plural and
vice-versa.



     Section 4.13 Incorporation of Recitals; Definitions. The recitals set forth on page 1
of this Guaranty are hereby specifically incorporated into the operative terms of this Guaranty as
if fully set forth. Terms not otherwise specifically defined herein shall have the meanings set
forth in the Lease.



     Section 4.14 Rights of Lender. Guarantor acknowledges that the rights of Landlord
under this Guaranty have been assigned to Lender and Lender shall have all of the rights and
benefits of Landlord hereunder.



 









 





SIGNATURE PAGE TO

GUARANTY AND SURETYSHIP AGREEMENT




     IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date
first above written.



	 	 	 	 	 
	 	LIFE TIME FITNESS, INC.,

a Minnesota corporation

 	 
	 	By:  	/s/ Eric J. Buss	 
	 	 	Title: Secretary