OMNIBUS AMENDMENT TO LOAN DOCUMENTS
 Amendment Lender     Borrower
 RECITALS:
 Exhibit A Other Borrower Other
Borrowers Borrowers Loan
 Exhibit A-1 Note(s) Maturity Date
 Exhibit
C
  Recital D Contemporaneous Omnibus Amendments
 AGREEMENT
  1.
    
    Incorporation of Recitals. The foregoing Recitals are true and accurate and are
hereby incorporated into this Amendment.




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Description of the Loan Documents
 a.
    
    The term Original Loan Documents means the Notes, together with all
other documents executed and delivered by the Borrower, by the Other Borrowers, by LTF
TIAA Real Estate Holdings, LLC (LTF Holdings), LIFE TIME FITNESS, INC.
(Life Time), LTF CLUB OPERATIONS COMPANY, INC. (LTF Club), LTF REAL
ESTATE COMPANY, INC., (LTF Real Estate), and FCA REAL ESTATE HOLDINGS, LLC,
(FCA) to secure or evidence the Loan, as such documents may have been
heretofore amended. The Original Loan Documents are identified by name of the entity
having executed them on Exhibit B hereto. The Original Loan Documents executed
by the Borrower are referred to herein as the Borrower Original Loan
Documents.b.
    
    The term Amended Loan Documents means all documents listed on
Exhibit B hereto as (i) amended hereby, (ii) amended by any Contemporaneous
Omnibus Amendment or (iii) amended by any documents executed contemporaneously herewith
by LTF Holdings, Life Time, LTF Club, LTF Real Estate, and FCA as any such documents
identified in clauses (i) and (ii) may from time to time be amended, modified or
restated.
 3.
    
    Amendment of Specific Original Loan Documents. The Original Loan Documents are
hereby amended as set forth below:
 a.
    
    Original Promissory Notes. All references in the Notes executed by the
Borrower (the Borrower Notes) to the Mortgage or to any term
defined by the Mortgage shall mean such Mortgage or such terms as amended hereby and as
may from time to time be further amended, modified or restated.b.
    
    Original First Mortgage.
 i.
    
    The term Original First Mortgage means that document (or
those documents) identified on Exhibit B hereto as a First
Mortgage or a First Deed of Trust executed by the Borrower and
encumbering the real property legally described in Exhibit C hereto.ii.
    
    Amendment of Certain Terms.
 (1)
    
    The definition of Note(s) in the
Original First Mortgage shall mean the Borrower Notes, as hereby
amended and as may from time to time be amended, modified or restated.(2)
    
    The definition of Loan Documents in
the Original First Mortgage is amended to mean and include the Amended
Loan Documents.
 iii.
    
    Section 12.2(b)(iii)(a) of the Original First Mortgage is
hereby deleted and replaced with the following:
 2




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(a) At all times, Bahram Akradi individually retains not less
than 1,800,000 shares in Sponsor, which shares must be owned
unencumbered not later than November 30, 2008, and the
employees of the Sponsor, at any time, other than Bahram
Akradi (the Employee Shareholders) in the aggregate
retain not less than three percent (3.0%) of the shares of
Sponsor (the Required Percentage), except to the
extent that Bahram Akradi and the Employee Shareholders are
diluted (but not more than proportionately) as the result of a
purchase of new shares in Sponsor by contributors of capital
raised in either the public or private markets. Concerning
Bahram Akradis shares, if at any time during the term of this
Mortgage any change in the outstanding shares of capital stock
of the Sponsor shall occur by reason of any reclassification,
recapitalization, stock split, reverse split, subdivision or
combination, exchange or readjustment of shares or similar
event, or any stock dividend thereon with a record date during
such period, the number of shares Bahram Akradi must hold
pursuant to the immediately preceding sentence shall be
appropriately adjusted to reflect such change. Concerning the
shares of Employee Shareholders at least one third (1/3) of
the Required Percentage must be owned, the remainder must be
held in the form of options, whether vested or unvested, and
at least two thirds (2/3) of the Required Percentage must
either be owned or held in the form of vested options.
 iv.
    
    Section 12.2(b)(iv) of the Original First Mortgage is hereby
deleted and replaced with the following:
 Transfers of an Investors interest in Sponsor to any adult
member of the immediate family of the Investor or to a trust
for the benefit of such Investor or any member of the
immediate family of the Investor, provided that subsequent to
the Transfer, Bahram Akradi (or a trust or trusts for the
benefit of Bahram Akradi or any member of the immediate
family of Bahram Akradi as to which Bahram Akradi retains the
sole power to direct such trusts) remains as a shareholder and
retains the number of shares required by Section
12.2(b)(iii)(a) above. The phrase member of the immediate
family means a spouse, a sibling, a lineal ancestor or
descendant (including a legally adopted child) and a spouse of
any lineal ancestor or descendant.
 v.
    
    Notice. The Borrowers notice address in Section 17.1
is hereby deleted and replaced with the following:
 3




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If to Borrower:
    
    Life Time Fitness, Inc.2902 Corporate PlaceChanhassen, MN 55317Attention: Bahram Akradiwith a copy to:
    
    Life Time Fitness, Inc.2902 Corporate PlaceChanhassen, MN 55317Attention: General Counsel
 c.
    
    Original First Assignment of Leases and Rents.
 i.
    
    The term Original First Assignment means that
document (or those documents) identified on Exhibit B hereto as a
First Assignment of Leases and Rents executed by the Borrower.ii.
    
    Amended Mortgage. All references in the Original First
Assignment(s) to the Mortgage shall mean the Original First Mortgage
relating to the real property encumbered by such Original First Assignment, as
amended hereby, and as it may from time to time be amended, modified or
restated.iii.
    
    Amended Definitions.
 (1)
    
    All terms in the Original First Assignment
defined by reference to an Original First Mortgage shall mean such
terms as defined in such Original First Mortgage as amended hereby, as
it may from time to time be amended, modified or restated.(2)
    
    The definition of Notes in the
Original First Assignment shall mean the Borrower Notes, as hereby
amended and as may from time to time be amended, modified or restated.
 iv.
    
    The term Assignment in the Original First Assignment
shall mean such document as amended hereby and as it may from time to time be
amended, modified or restated.
 d.
    
    Original Guaranty.
 i.
    
    Original Guaranty. The term Original
Guaranty means that document identified on Exhibit B as a
Guaranty, executed by the Borrower.ii.
    
    All references to Loan Documents in the Original
Guaranty, whether individually or collectively shall mean such Loan Documents
as hereby amended and as may from time to time be amended, modified or
restated.iii.
    
    The term Guaranty in the Original Guaranty shall mean
such document as amended hereby and as it may from time to time be amended,
modified or restated.
 4




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iv.
    
    With respect to the Guaranty executed by LTF Minnesota Real
Estate Company, LLC (LTF Minnesota) the foregoing amendments shall
not modify the limitation of liability set forth in the Guaranty executed by
LTF Minnesota.
 e.
    
    Environmental Indemnity.
 i.
    
    Original Indemnity. The term Original
Indemnity means that document identified on Exhibit B hereto as an
Environmental Indemnity executed by the Borrower.ii.
    
    All references to Loan Documents in the Original
Indemnity, whether individually or collectively shall mean such Loan Documents
as hereby amended and as may from time to time be amended, modified or
restated.iii.
    
    The term Environmental Indemnity in the Original
Indemnity shall mean such document as amended hereby and as it may from time to
time be amended, modified or restated.
 f.
    
    Original Second Mortgage.
 i.
    
    The term Original Second Mortgage means that document
(or those documents) identified on Exhibit B hereto as Second
Mortgages or Second Deeds of Trust executed by the Borrower and
encumbering the real property legally described in Exhibit C hereto.ii.
    
    Amendment of Certain Terms.
 (1)
    
    The definition of Note(s) in the
Original Second Mortgage shall mean the Borrower Notes, as hereby
amended and as may from time to time be amended, modified or restated.(2)
    
    The definition of Loan Documents in
the Original Second Mortgage is amended to mean and include the Amended
Loan Documents.
 iii.
    
    Section 12.2(b)(iii)(a) of the Original Second Mortgage is
hereby deleted and replaced with the following:
 (a) At all times, Bahram Akradi individually retains not less
than 1,800,000 shares in Sponsor, which shares must be owned
unencumbered not later than November 30, 2008, and the
employees of the Sponsor, at any time, other than Bahram
Akradi (the Employee Shareholders) in the aggregate
retain not less than three percent (3.0%) of the shares of
Sponsor (the Required Percentage), except to the
extent that Bahram Akradi and the Employee Shareholders are
diluted (but not more than proportionately)
 5




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as the result of a purchase of new shares in Sponsor by
contributors of capital raised in either the public or private
markets. Concerning Bahram Akradis shares, if at any time
during the term of this Mortgage any change in the outstanding
shares of capital stock of the Sponsor shall occur by reason
of any reclassification, recapitalization, stock split,
reverse split, subdivision or combination, exchange or
readjustment of shares or similar event, or any stock dividend
thereon with a record date during such period, the number of
shares Bahram Akradi must hold pursuant to the immediately
preceding sentence shall be appropriately adjusted to reflect
such change. Concerning the shares of Employee Shareholders
at least one third (1/3) of the Required Percentage must be
owned, the remainder must be held in the form of options,
whether vested or unvested, and at least two thirds (2/3) of
the Required Percentage must either be owned or held in the
form of vested options.
 iv.
    
    Section 12.2(b)(iv) of the Original Second Mortgage is hereby
deleted and replaced with the following:
 Transfers of an Investors interest in Sponsor to any adult
member of the immediate family of the Investor or to a trust
for the benefit of such Investor or any member of the
immediate family of the Investor, provided that subsequent to
the Transfer, Bahram Akradi (or a trust or trusts for the
benefit of Bahram Akradi or any member of the immediate
family of Bahram Akradi as to which Bahram Akradi retains the
sole power to direct such trusts) remains as a shareholder and
retains the number of shares required by Section
12.2(b)(iii)(a) above. The phrase member of the immediate
family means a spouse, a sibling, a lineal ancestor or
descendant (including a legally adopted child) and a spouse of
any lineal ancestor or descendant.
 v.
    
    Revised Guaranty. References in the Original Second
Mortgage to the Guaranty shall mean the Original Guaranty as amended
hereby and as it may from time to time be amended, modified or restated.
Exhibit G to the Original Second Mortgage is hereby deemed replaced
with the Original Guaranty as amended hereby and as it may from time to time be
amended, modified or restated.vi.
    
    The terms Senior Mortgage and Senior
Assignment, as used in the Original Second Mortgage shall mean,
respectively, the Original First Mortgage and the Original First Assignment,
each as amended hereby and
 6




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as such documents may from time to time be amended, modified or restated.vii.
    
    Notice. The Borrowers notice address in Section 17.1
is hereby deleted and replaced with the following:
 If to Borrower:
    
    Life Time Fitness, Inc.2902 Corporate PlaceChanhassen, MN 55317Attention: Bahram Akradiwith a copy to:
    
    Life Time Fitness, Inc.2902 Corporate PlaceChanhassen, MN 55317Attention: General Counsel
 g.
    
    Original Second Assignment of Leases and Rents.
 i.
    
    The term Original Second Assignment means that
document (or those documents) identified on Exhibit B hereto as a
Second Assignment of Leases and Rents executed by the Borrower.ii.
    
    Amended Mortgage. All references in the Original
Second Assignment(s) to the Mortgage shall mean the Original Second
Mortgage relating to the real property encumbered by such Original Second
Assignment, as amended hereby, and as it may from time to time be amended,
modified or restated.iii.
    
    Amended Definitions.
 (1)
    
    All terms in the Original Second Assignment
defined by reference to an Original Second Mortgage shall mean such
terms as defined in such Original Second Mortgage as amended hereby, as
it may from time to time be amended, modified or restated.(2)
    
    The definition of Note(s) in the
Original Second Assignment shall mean the Borrower Notes, as hereby
amended and or as may from time to time be amended, modified or
restated.
 iv.
    
    Revised Guaranty. References in the Original Second
Assignment to the Guaranty shall mean the Original Guaranty as
amended hereby and as it may from time to time be amended, modified or
restated.v.
    
    The term Assignment in the Original Second Assignment
shall mean such document as amended hereby and as it may from time to time be
amended, modified or restated.
 4.
    
    Limitation of Liability. Except as expressly amended hereby, nothing in this
Amendment shall in any manner affect any limitation of liability expressly provided in any of
the Original Loan Documents, including, without limitation, in Section 16 of the
Notes,
 7




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Article XV of the Original First Mortgages and the Original Second Mortgages, the
limitations on remedy limits contained in the Original Loan Documents executed by LTF
Minnesota Real Estate Company, LLC and the Original Loan Documents executed by LTF USA Real
Estate Company, LLC with respect to the property located in the Commonwealth of Virginia or
the property located in the State of Ohio.5.
    
    Reaffirmation. Borrower hereby repeats, reaffirms and remakes all representations,
warranties, covenants and agreements contained in the Amended Loan Documents to which it is a
party as of the date of this Amendment. Without limiting the foregoing, Borrower confirms
that its obligations under each Guaranty and Indemnity to which it is a party are not
diminished or mitigated by the execution of this Amendment or any other Contemporaneous
Omnibus Amendment.6.
    
    Representations. Borrower represents and warrants that (i) no default or event of
default currently exists under any of the Amended Loan Documents; (ii) no condition exists
which with the giving of notice or the passage of time, or both, would result in such a
default or event of default; (iii) each of the foregoing RECITALS is correct; (iv) there has
been no material adverse change in the financial condition of Borrower from that shown in the
financial statements most recently furnished to Lender in connection with the loans referred
to herein, and (v) as of October 20, 2008, there were 39,712,101 shares of the Sponsor
outstanding.7.
    
    Full Force and Effect. All of the provisions, rights, powers and remedies contained
in the Amended Loan Documents shall stand and remain unchanged and in full force and effect.
The Borrower has no defense to any of its obligations under the Amended Loan Documents to
which it is a party.8.
    
    References. No reference to this Amendment need be made in any instrument or
document at any time referring to any Amended Loan Document, and any reference in any such
instrument or document to an Original Loan Document shall be deemed to be a reference to the
Amended Loan Documents.9.
    
    Defined Terms. Unless otherwise defined in this Amendment, capitalized terms shall
have the meanings given to them in each of the Original First Mortgages, as amended hereby.10.
    
    Governing Law. This Amendment shall be construed in accordance with and governed by
the internal laws of the State of New York without regard to conflicts of law principles,
provided, however, that the foregoing shall not affect the choice of law provision specified
in an Amended Loan Document.11.
    
    Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but which together shall constitute one and the same
instrument.12.
    
    Amendments. No provision of this Amendment may be modified, amended or waived except
by a writing executed by the party sought to be bound thereby. No consent or
 8




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approval of Lender shall be given or deemed to have been given except to the extent
expressly set out in a writing executed and delivered by Lender to Borrower.13.
    
    Amendment as Loan Instrument. This Amendment shall be considered a Loan Document
and shall be construed in conjunction with the other Amended Loan Documents.14.
    
    Conditions to Effectiveness; Further Assurances.
 a.
    
    As consideration for this Amendment, Borrower has furnished and Lender
acknowledges the following: (a) payment by Borrower and receipt by Lender of a loan
modification fee in an amount agreed upon by Lender and Borrower, (b) the delivery of
endorsements to Lenders policies of title insurance evidencing the recording of this
Amendment and evidencing no intervening matters affecting title to the Property, except
as Lender shall accept in Lenders sole and absolute discretion (it being acknowledged
that the actual delivery of such endorsement will be after the date of this Amendment,
but no later than 30 days from such date), (c) the delivery of evidence of the
authority of the Borrower and all Affiliates of Borrower to execute this Amendment and
all related documents, satisfactory to Lender in its reasonable discretion, and (d) the
payment of all of Lenders costs and expenses associated with this Amendment, including
without limitation, the fees and expenses of Lenders outside counsel.b.
    
    Borrower will execute, acknowledge and deliver to Lender, or to any other
entity Lender designates, any additional or replacement documents and perform any
additional actions that Lender determines are reasonably necessary to evidence, perfect
or protect the rights intended to be afforded to Lender under this Amendment and to
otherwise carry out the intent or facilitate the performance of the provisions of the
this Amendment and the Loan Documents executed by Borrower or any Affiliate of
Borrower.c.
    
    Borrower appoints Lender as Borrowers attorney-in-fact to perform, at Lenders
election, any actions and to execute and record any of the additional or replacement
documents referred to in this Section, in each instance only at Lenders election and
only to the extent Borrower has failed to comply with the terms of this Section.
 15.
    
    Release. Borrower represents and warrants that there are no defaults by Borrower or
events which, with the passage of time or the giving of notice, would constitute an Event of
Default by Borrower, that Borrower has no offsets or defenses against Lender respecting any
portion of the Obligations and that Borrower has no claim against Lender of any kind in
connection with this Loan. Borrower hereby releases any claim against Lender which Borrower
may have as of the date hereof, either known or unknown.
 16.
    
    Certification of Compliance. Borrower agrees to certify to Lender in writing that it
complies with Section 12.2(b)(iii)(a) and Section 12.2(b)(iv) of the
Mortgages, providing
 9




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any evidence of such compliance reasonably requested by Lender within 10 days
after the end of each calendar year and at any other time reasonably requested
by Lender.
 17.
    
    WAIVERS.BORROWER HEREBY REPEATS, REAFFIRMS AND
REMAKES ALL WAIVERS CONTAINED IN THE
ORIGINAL LOAN DOCUMENTS AS OF THE DATE
OF THIS AMENDMENT, INCLUDING WITHOUT
LIMITATION, THE WAIVER OF JURY TRIAL
CONTAINED IN THE ORIGINAL LOAN
DOCUMENTS.
  10




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TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICABy:Name:Title:




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By:Name:Title:




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EXHIBIT A
 List of Other Borrowers
 1.
    
    LTF Michigan Real Estate Company, LLC2.
    
    LTF Minnesota Real Estate Company, LLC3.
    
    LTF USA Real Estate Company, LLC




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EXHIBIT A-1
 Notes Made by Co-Borrowers
 TIAAMortgage
    
    Original NoteCo-Borrower
    
    Property(ies)
    
    Number
    
    Amount
    
    Date of NoteLTF Michigan Real 
Estate Company, LLC
(f/k/a LTF Michigan 
Real Estate, LLC)
    
    Troy, Michigan
    
    
    0005004-00
    
    
    $
    10,949,541
    
    
    June 14, 2001LTF Michigan Real 
Estate Company, LLC
(f/k/a LTF Michigan 
Real Estate, LLC)
    
    Shelby, Michigan
    
    
    0005004-01
    
    
    $
    10,143,440
    
    
    June 14, 2001LTF Michigan Real 
Estate Company, LLC
(f/k/a LTF Michigan 
Real Estate, LLC)
    
    Novi, Michigan
    
    
    0005004-02
    
    
    $
    9,710,019
    
    
    June 14, 2001LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Schaumburg, Illinois
    
    
    0005005-00
    
    
    $
    12,149,062
    
    
    June 14, 2001LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Warrenville,
Illinois
    
    
    0005005-01
    
    
    $
    13,723,938
    
    
    June 14, 2001LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Centerville,
Virginia
    
    
    0005006
    
    
    $
    9,344,000
    
    
    June 14, 2001LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Indianapolis,
Indiana
    
    
    0005007
    
    
    $
    9,049,000
    
    
    June 14, 2001LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Algonquin, Illinois
    
    
    0005005-02
    
    
    $
    13,500,000
    
    
    October 26, 2001LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Columbus, Ohio
    
    
    0005128-00
    
    
    $
    5,000,000
    
    
    October 26, 2001




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TIAAMortgage
    
    Original NoteCo-Borrower
    
    Property(ies)
    
    Number
    
    Amount
    
    Date of NoteLTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Burr Ridge, Illinois
    
    
    0005384-01
    
    
    $
    15,000,000
    
    
    November 27, 2002LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Orland Park,
Illinois
    
    
    0005390-00
    
    
    $
    15,000,000
    
    
    November 27, 2002LTF USA Real Estate 
Company, LLC (f/k/a 
LTF USA Real 
Estate, LLC)
    
    Skokie, Illinois
    
    
    0005391-00
    
    
    $
    15,000,000
    
    
    November 27, 2002LTF Minnesota Real 
Estate Company, LLC
(f/k/a LTF 
Minnesota Real 
Estate, LLC)
    
    Eagan, Minnesota
    
    
    0005008
    
    
    $
    4,550,000
    
    
    June 14, 2001Total
    
    $
    143,119,000




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EXHIBIT B
 Loan Documents




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EXHIBIT C
 Legal Description of
Real Property Owned by Borrowers