exv10w2



 




EXHIBIT 10.2


FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this “Amendment”) is made and given as of the 30th day of September, 2004 by
and among LIFE TIME FITNESS, Inc., a Minnesota corporation (“Borrower”),
Antares Capital Corporation, a Delaware corporation (“Antares”), in its
capacity as Agent for the Lenders party to the Credit Agreement described below
and as a Lender, JP Morgan Chase Bank, as trustee of the Antares Funding Trust
created under the Trust Agreement dated as of November 30, 1999 (“Chase”), as a
Lender, Mariner CDO 2002, Ltd. (“Mariner”) as a Lender, Merrill Lynch Capital,
a division of Merrill Lynch Business Financial Services Inc. a Delaware
corporation, (“Merrill”), as a Lender and as Syndication Agent, and M&I
Marshall & Ilsley Bank, a Wisconsin state bank (“M&I Bank”), as a Lender.



W I T N E S S E T H:




     WHEREAS, Borrower, Antares, Chase, Mariner, Merrill and M&I Bank are all
of the parties to a certain Second Amended and Restated Credit Agreement dated
as of July 19, 2001, as amended (the “Credit Agreement”); and



     WHEREAS, Borrower has requested that Agent and the Lenders amend the
Credit Agreement in certain respects and waive the application of certain
provisions of the Credit Agreement as more fully set forth herein and Agent and
the Lenders are agreeable to such request;



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Definitions. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Credit Agreement.



     2. Amendments. Subject to the conditions set forth below, on the Fourth
Amendment Effective Date the Credit Agreement shall be amended as follows:




      (A) Section 6.1 shall be amended and restated in its entirety as
follows:




        6.1 Capital Expenditures. The Borrower and its Subsidiaries
shall not make or commit to make Capital Expenditures during the
twelve-month period ending December 31, 2004 in excess of
$20,000,000, excluding any amount of such Capital Expenditures
which are financed.




      (B) The following new definitions shall be added in their proper
alphabetical places:




        “Fourth Amendment” means that certain Fourth Amendment to
Second Amended and Restated Credit Agreement dated as of September
30, 2004 by and among Borrower, Agent and the Lenders.




        “Fourth Amendment Effective Date” means the date upon which
the Fourth Amendment is executed by each of Borrower, Antares,
Chase, Mariner, Merrill and M&I Bank.



 









 








     3. General.



     (a) Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with each of the Borrower, Antares, Chase, Mariner, Merrill and
M&I Bank .



     (b) Headings. Section captions and headings used in this Amendment are
for convenience only and are not part of and shall not affect the construction
of this Amendment.



     (c) Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of Illinois without regard to its
conflict of laws doctrine. Whenever possible, each provision of this Amendment
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Amendment shall be prohibited by
or invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.



     (d) Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


[Balance of page intentionally left blank; signature page follows.]



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     IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be
executed by their respective authorized agents as of the date first written
above.



	 	 	 	 	 
	 	 	LIFE TIME FITNESS, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	ANTARES CAPITAL CORPORATION
as Agent and Lender
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	JP MORGAN CHASE BANK, not individually but
solely as trustee of the Antares Funding
Trust created under the Trust Agreement
dated as of November 30, 1999
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	MARINER CDO 2002, LTD.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 







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	 	 	MERRILL LYNCH CAPITAL, a Division of
Merrill Lynch Business Financial Services Inc.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	M&I MARSHALL & ILSLEY BANK
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 








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