May 12, 2023 - EX-10.1 - 8-K: Current report filing | Life Time Group Holdings, Inc. (LTH)

Execution Version

TENTH AMENDMENT TO CREDIT AGREEMENT

This TENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of May 9, 2023 (this “Tenth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the “Borrower”), the Subsidiary Guarantors party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), the New Term Loan Lenders (as hereinafter defined) party hereto and other Lenders party hereto collectively constituting the Required Lenders. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Tenth Amendment).

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings, the Lenders from time to time party thereto and the Administrative Agent are parties to a Credit Agreement, dated as of June 10, 2015 (as amended by that certain Technical Amendment No. 1, dated as of July 21, 2015, that certain Technical Amendment. No. 2, dated as of September 14, 2015, that certain Third Amendment to the Credit Agreement dated as of June 9, 2016, that certain Fourth Amendment to the Credit Agreement dated as of January 27, 2017, that certain Fifth Amendment to the Credit Agreement dated as of November 15, 2017, that certain Sixth Amendment to the Credit Agreement dated as of November 29, 2017, that certain Seventh Amendment to the Credit Agreement dated as of March 22, 2018, that certain Eighth Amendment to Credit Agreement, dated as of January 22, 2021, and that certain Ninth Amendment to Credit Agreement, dated as of December 2, 2021, the “Credit Agreement”);

WHEREAS, on the date hereof, there are outstanding Term Loans under the Credit Agreement in an aggregate principal amount of $273,625,000 (the “Existing Term Loans”);

WHEREAS, in accordance with the provisions of Sections 2.14, 2.15 and 10.01 of the Credit Agreement, the Borrower, Holdings, the Administrative Agent and the New Term Loan Lenders (as hereinafter defined) wish to amend the Credit Agreement to enable the Borrower to, among other things, (i) refinance in full the aggregate amount of Existing Term Loans outstanding immediately prior to the Tenth Amendment Effective Date and (ii) provide for Incremental Term Loans in an aggregate principal amount of $36,375,000;

WHEREAS, pursuant to Section 2.15 of the Credit Agreement, the Borrower has requested that (i) the 2023 Refinancing Term Loan Lenders listed on the New Refinancing Term Loan Commitment Schedule (as defined below) provide new Refinancing Term Loans under the Credit Agreement and (ii) certain lenders who are currently Lenders with respect to Existing Term Loans under the Credit Agreement (each, a “Converting Lender”), convert all of their outstanding Existing Term Loans into new Refinancing Term Loans (each such new Refinancing Term Loan, a “Converting Term Loan”) in the same aggregate principal amount as such Converting Lender’s Existing Term Loan (or such lesser amount as specified by the Administrative Agent) simultaneously with the making of other new Refinancing Term Loans hereunder (such Refinancing Term Loans and Converting Term Loans, collectively the “2023 Refinancing Term Loans” and each Lender that holds a 2023 Refinancing Term Loan, a “New Refinancing Term Loan Lender” and, collectively, the “New Refinancing Term Loan Lenders”) in an aggregate principal amount of $273,625,000;

WHEREAS, pursuant to Sections 2.14 of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended to provide that, immediately after the incurrence of the 2023 Refinancing Term Loans, provide for new Incremental Term Loans under the Credit Agreement (such Incremental Term Loans, the “2023 Incremental Term Loans”; the 2023 Refinancing Term Loans and the 2023 Incremental Term Loans, collectively the “2023 Term Loans”; each Lender that holds a 2023 Incremental Term Loan, a “New Incremental Term Loan Lender”; and the New Refinancing Term Loan Lenders and the New Incremental Term Loan Lenders, the “New Term Loan Lenders”) in an aggregate principal amount of $36,375,000.

WHEREAS, the Borrower has appointed Deutche Bank Securities Inc., Goldman Sachs Bank USA, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., U.S. Bank National Association, Wells Fargo Securities, LLC, Mizuho Bank, LTD., BMO Capital Markets Corp. and RBC Capital Markets, LLC as Arrangers in respect of the 2023 Term Loans;

WHEREAS, the Revolving Loans bear or are permitted to bear interest, or incur or are permitted to incur fees, commissions or other amounts, based on USD LIBOR in accordance with the terms of the Credit Agreement or the other Loan Documents;

WHEREAS, in accordance with the provisions of Section 3.03 of the Credit Agreement, the Borrower, Holdings and the Administrative Agent have elected to declare an Early Opt-In Election and the posting of this Tenth Amendment constitutes written notice by the Administrative Agent to the Lenders of such election;

WHEREAS, pursuant to such Early Opt-In Election, the Administrative Agent and the Borrower have selected Adjusted Term SOFR as the Benchmark for purposes of the Credit Agreement and the other Loan Documents, as more fully set forth in this Tenth Amendment, for settings of benchmark rates that occur from and following the Tenth Amendment Effective Date in accordance with the benchmark replacement provisions set forth in the Credit Agreement;

WHEREAS, this Tenth Amendment shall become effective on the Tenth Amendment Effective Date (as defined below) so long as the Administrative Agent has not received, prior to 5:00 P.M. (New York City time) on May 8, 2023 (such time, the “Tenth Amendment Objection Deadline”), written notice of objection to the terms of this Tenth Amendment from the Lenders comprising the Required Lenders; and

WHEREAS, the Borrower has requested certain other amendments to the Credit Agreement and the Lenders party hereto constituting, after giving effect to the 2023 Term Loans, the Required Lenders under the Credit Agreement, have agreed to consent to such amendments.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

SECTION 1. Amendments to Credit Agreement.

(a) 2023 Refinancing Term Loans.

(i) Subject to the satisfaction (or waiver) of the conditions set forth in Section 2 hereof and in reliance upon the representations and warranties set forth in Section 3 hereof, the New Refinancing Term Loan Lenders severally, but not jointly, hereby agree to (x) make 2023 Refinancing Term Loans to the Borrower on the Tenth Amendment Effective Date in the aggregate principal amount of such New Refinancing Term Loan Lender’s New Refinancing Term

Loan Commitment (as defined below) and/or (y) convert their Existing Term Loans into 2023 Refinancing Term Loans pursuant to Section 6(f), as applicable.

(ii) The Administrative Agent has prepared a schedule attached hereto as Schedule A-1 (the “New Refinancing Term Loan Commitment Schedule”) which sets forth the “New Refinancing Term Loan Commitment” of each New Refinancing Term Loan Lender set forth therein.

(iii) The 2023 Refinancing Term Loans shall be designated as a new Class of Term Loans under the Credit Agreement, with terms and provisions identical to the Existing Term Loans, except as set forth herein.

(b) 2023 Incremental Term Loans.

(i) Subject to the satisfaction (or waiver) of the conditions set forth in Section 2 hereof and in reliance upon the representations and warranties set forth in Section 3 hereof, the New Incremental Term Lenders severally, but not jointly, hereby agree to make 2023 Incremental Term Loans in an amount equal to their respective 2023 Incremental Term Commitments.

(ii) The Administrative Agent has prepared a schedule attached hereto as Schedule A-2 (the “New Incremental Term Loan Commitment Schedule”) which sets forth the “New Incremental Term Loan Commitment” of each New Incremental Term Loan Lender set forth therein.

(iii) The 2023 Incremental Term Loans made pursuant to this Tenth Amendment shall constitute 2023 Refinancing Term Loans and shall be added to, and thereafter constitute a part of, the Class of the 2023 Refinancing Term Loans for all purposes under the Credit Agreement and the other Loan Documents (including, without limitation, ranking pari passu in right of payment and of security with the 2023 Refinancing Term Loans and maturing on the same date that the 2023 Refinancing Term Loans mature).

(iii) The Borrower hereby acknowledges that all of the 2023 Incremental Term Loans are being incurred in reliance on the Fixed Incremental Amount under Section 2.14 of the Credit Agreement.

(iv) The 2023 Incremental Term Loans will be treated as being fungible with the 2023 Refinancing Term Loans for U.S. federal income tax purposes. The 2023 Incremental Term Loans will otherwise be on the exact same terms applicable to the 2023 Refinancing Term Loans. On and after the Tenth Amendment Effective Date, unless the context shall otherwise require, each reference in the Credit Agreement or any other Loan Document to “2023 Refinancing Term Loans” shall be deemed to include a reference to the 2023 Incremental Term Loans contemplated hereby.

(c) Existing Eurocurrency Rate Loans. All outstanding Eurocurrency Rate Loans (as defined in the Credit Agreement prior to giving effect to the Tenth Amendment) that are Revolving Loans outstanding under the Credit Agreement as of the date hereof (collectively, the “Existing Eurocurrency Loans”) may remain outstanding under the Credit Agreement as Eurocurrency Rate Loans until the date of expiration of the current Interest Period applicable to such Existing Eurocurrency Loans at which time such Loans shall be converted in full (the “Tenth Amendment Conversion”) to either Base Rate Loans or SOFR Loans pursuant to a Committed Loan Notice delivered by the Borrower in accordance with Section 2.02 of the Credit Agreement; provided that, if the Borrower fails to give a timely notice requesting such conversion, then the Existing Eurocurrency Loans shall be automatically converted in full to SOFR Loans

with a one-month Interest Period effective as of the expiration date of such current Interest Period. Any such Existing Eurocurrency Loans shall continue to be governed by the relevant provisions of the Credit Agreement (as in effect immediately prior to the effectiveness of this Tenth Amendment) applicable to the Existing Eurocurrency Loans until the earlier of (x) the repayment of such Loans and (y) the conversion of such Loans to SOFR Loans (whether pursuant to the Tenth Amendment Conversion or otherwise) or Base Rate Loans.

(d) Additional Credit Agreement Amendments. Each of the parties hereto agrees that, subject to the satisfaction (or waiver) of the conditions set forth in Section 2 hereof and upon the making of the 2023 Refinancing Term Loans:

(i) the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex II hereto; and

(ii) the Credit Agreement shall be amended by amending and restating Exhibit A-1 thereto as attached as Annex III attached hereto.

(e) Lender Replacement. The Borrower hereby notifies the Administrative Agent and Term Lenders who are party to the Credit Agreement immediately prior to the Tenth Amendment Effective Date and not party to this Tenth Amendment (each, a “Non-Extending Lender”) that hold Term Loans (all such Term Loans held by Non-Extending Lenders, “Non-Extended Loans”) that, pursuant to Section 3.07 of the Credit Agreement, it has elected to replace each such Non-Extending Lender with respect to such Non-Extended Loans by assignment. Each such Non-Extending Lender shall hereby be deemed to have, effective on the Tenth Amendment Effective Date contemporaneously with the other transactions described herein, assigned its Non-Extended Loans to the New Refinancing Term Loan Lenders on a ratable basis in accordance with the pro rata shares of such Lenders set forth on Schedule A hereto. The Borrower, the Administrative Agent, and the Lenders party hereto hereby consent to each of the assignments described in the preceding sentence.

SECTION 2. Conditions of Effectiveness of this Tenth Amendment. This Tenth Amendment shall become effective and each New Refinancing Term Loan Lender and New Incremental Term Loan Lender shall disburse the 2023 Refinancing Term Loans and 2023 Incremental Term Loans, respectively, to be made by it, in each case, pursuant to Sections 1(a) and 1(b), respectively, on the date (the “Tenth Amendment Effective Date”) when the following conditions shall have been satisfied (or waived):

(a) the Administrative Agent (or its counsel) shall have received (x) from the Borrower, Holdings, each Guarantor, the Administrative Agent, each New Refinancing Term Loan Lender, each New Incremental Term Loan Lender and each other Lender party hereto collectively constituting the Required Lenders, counterparts of this Tenth Amendment signed on behalf of such parties and (y) from each Converting Lender, a Refinancing Lender Consent substantially in the form of Annex I hereto (the “Refinancing Lender Consent”) (in each case, including by way of facsimile or other electronic transmission);

(b) substantially simultaneously with the making of the 2023 Term Loans, the Borrower shall have paid, by wire transfer of immediately available funds (x) all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses (including the reasonable and documented in reasonable detail fees, disbursements and other charges of Davis Polk & Wardwell LLP in connection with this Tenth Amendment), and in the case of the costs and out-of-pocket expenses, to the extent invoiced at least one Business Day prior to the Tenth Amendment Effective Date and (y) compensation and other amounts then due and payable pursuant to the Engagement Letter, dated as of May 1, 2023, by and between the

Borrower and Deutsche Bank Securities Inc. (“DBSI”) and the Fee Letters referred to in the Engagement Letter;

(c) on the Tenth Amendment Effective Date and after giving effect to this Tenth Amendment, and the making of the 2023 Term Loans, (i) no Default or Event of Default shall have occurred and be continuing and (ii) all of the representations and warranties of each Loan Party contained in this Tenth Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects before and after the effectiveness of this Tenth Amendment and the making of the 2023 Term Loans or the respective application of the proceeds thereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date (except for the representations and warranties contained in Section 5.05(1) and 5.14 of the Credit Agreement, which shall be true and correct in all material respects before and after the effectiveness of this Tenth Amendment and the making of the 2023 Term Loans or the respective application of the proceeds thereof); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Tenth Amendment Effective Date or such earlier date;

(d) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of the preceding clause (c);

(e) the Administrative Agent shall have received no fewer than two Business Days prior to the Tenth Amendment Effective Date (x) a Committed Loan Notice, duly executed by the Borrower, for the Borrowing of the 2023 Term Loans pursuant to this Tenth Amendment and (y) a prepayment notice pursuant to Section 2.05(1)(a) of the Credit Agreement, which the Lenders party hereto constituting the Required Lenders agree may be delivered two Business Day prior to the Tenth Amendment Effective Date;

(f) there shall have been delivered to the Administrative Agent (A) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, and incumbency certificates, (B) a certificate of a Responsible Officer of the Borrower (which may be contained in the same certificate as the certificate delivered pursuant to the preceding clause (d)), certifying that since the Amendment No. 7 Effective Date, except as attached to such certificate, there have been no changes to the Organizational Documents of the Loan Parties and/or attaching copies of any such Organizational Documents that have changed since the Amendment No. 7 Effective Date and (C) a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the 2023 Term Loans) substantially in the form attached to the Credit Agreement as Exhibit I;

(g) the Administrative Agent shall have received an opinion from (i) Latham & Watkins LLP, special New York counsel to the Loan Parties and (ii) Faegre Drinker Biddle & Reath LLP, special Minnesota counsel to the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the New Term Loan Lenders and the other Lenders party hereto;

(h) the Tenth Amendment Objection deadline shall have passed;

(i) [reserved]; and

(j) the Administrative Agent shall receive, simultaneously with such funding, funds sufficient to refinance in full the principal amount of all Existing Term Loans (other than Converting Term Loans) and pay, in connection therewith, all accrued and unpaid interest on all Existing Term Loans.

SECTION 3. Representations and Warranties. To induce the Administrative Agent, the New Term Loan Lenders and the other Lenders party hereto to enter into this Tenth Amendment and each Refinancing Lender Consent, each of the Borrower and Holdings represents and warrants to the Administrative Agent, the New Term Loan Lenders and the other Lenders party hereto on and as of the Tenth Amendment Effective Date:

(a) all of the representations and warranties of each Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Tenth Amendment Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date (except for the representations and warranties contained in Section 5.05(1) and 5.14 of the Credit Agreement, which shall be true and correct in all material respects before and after the effectiveness of this Tenth Amendment and the making of the 2023 Term Loans or the respective application of the proceeds thereof); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Tenth Amendment Effective Date or such earlier date; and

(b) no Default or Event of Default exists as of the Tenth Amendment Effective Date, or would result from the making of the 2023 Term Loans or the respective application of the proceeds therefrom.

SECTION 4. Reaffirmation of Guaranty. Each Guarantor reaffirms its guarantee of the Guaranteed Obligations (as defined in the Guaranty) under the terms and conditions of the Guaranty and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each Guarantor hereby confirms that it consents to the terms of this Tenth Amendment, including, without limitation, the refinancing in full of the Existing Term Loans under the Credit Agreement in the form of 2023 Refinancing Term Loans and the making of the 2023 Incremental Term Loans and each of which constitute “Guaranteed Obligations” of such Guarantor under the Guaranty as amended by this Tenth Amendment. Each Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Tenth Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations (as defined in the Guaranty) with respect to such Guarantor).

SECTION 5. Reaffirmation of Security Agreement.

(a) Each Loan Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Tenth Amendment and the transactions contemplated hereby, including, without limitation, the refinancing in full of the Existing Term Loans under the Credit Agreement in the form of 2023 Refinancing Term Loans and the making of the 2023 Incremental Term Loans. In addition, each Loan Party reaffirms the security interests granted by such Loan Party under the terms and conditions of

the Security Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Loan Party under the terms and conditions of the Security Agreement secure each of the 2023 Term Loans as part of the Obligations. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral (as defined in the Security Agreement) encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including, without limitation, the payment and performance of all such applicable Obligations that are joint and several obligations of each Loan Party now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral (as defined in the Security Agreement), whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Tenth Amendment), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party.

(b) Each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Tenth Amendment.

SECTION 6. Reference to and Effect on the Credit Agreement and the Loan Documents.

(a) This Tenth Amendment shall constitute a Refinancing Amendment, an Incremental Amendment and a Loan Document under the Credit Agreement.

(b) On and after the Tenth Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Tenth Amendment, (ii) each New Term Loan Lender shall constitute a “Lender” under (and as defined in) the Credit Agreement after giving effect to this Tenth Amendment, (iii) the 2023 Term Loans shall constitute “Closing Date Term Loans” and “2023 Refinancing Term Loans” under (and as defined in) the Credit Agreement after giving effect to this Tenth Amendment and (v) the Tenth Amendment Effective Date shall constitute the “Tenth Amendment Effective Date” under (and as defined in) the Credit Agreement.

(c) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Tenth Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Tenth Amendment.

(d) The execution, delivery and effectiveness of this Tenth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(e) Notwithstanding anything in the Credit Agreement to the contrary, the 2023 Term Loans shall be funded as SOFR Rate Loans with an initial Interest Period ending on August 7, 2023.

(f) Each Converting Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of this Tenth Amendment on the Tenth Amendment Effective Date that (i) all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its Existing Term Loans shall constitute 2023 Refinancing Term Loans under the Credit Agreement (each such 2023 Refinancing Term Loan, to such extent, a “Cashless Converting Loan”) and (ii) it waives any right to receive its share of the prepayment of Existing Term Loans referred to in Section 2(j), solely to the extent of such Cashless Converting Loans.

(g) Each existing Term Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Assignment Option” shall be repaid in full (or such lesser amount as the Administrative Agent may allocate to such Term Lender) on the Tenth Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Term Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Tenth Amendment. Each such Term Lender agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.07 of the Credit Agreement on the Tenth Amendment Effective Date and to have purchased a principal amount of 2023 Refinancing Term Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Term Lender).

(h) This Tenth Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the parties hereto.

SECTION 7. Post-Closing Covenant. As promptly as practicable, and in any event no later than ninety (90) days after the Tenth Amendment Effective Date or such later date as the Administrative Agent reasonably agrees to in writing, provide to the Collateral Agent the documents or evidence required as set forth in Schedule B with respect to each of the Mortgaged Properties listed in Schedule 1.01(2) to the Credit Agreement, except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

SECTION 8. Governing Law. THIS TENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9. Counterparts. This Tenth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Tenth Amendment by telecopy or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Tenth Amendment.

SECTION 10. Electronic Execution. The words “execution,” “signed,” “signature,” and words of like import in this Tenth Amendment or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Tenth Amendment as of the date first above written.

LIFE TIME, INC., as Borrower

By: /s/ Stuart McFarland__________________

Name: Stuart McFarland

Title: Vice President, Senior Associate General Counsel and Assistant Secretary

LTF INTERMEDIATE HOLDINGS, INC., as Holdings and Guarantor

By: /s/ Stuart McFarland__________________

Name: Stuart McFarland

Title: Vice President, Senior Associate General Counsel and Assistant Secretary

[Signature Page to Life Time Tenth Amendment]

LTF CLUB OPERATIONS COMPANY, INC., as Guarantor,

By: /s/ Erik Lindseth

Name: Erik Lindseth