LEASE GUARANTY

LEASE GUARANTY

          THIS LEASE GUARANTY (this “ Guaranty ”) is executed as of January 24, 2007 by LIFE TIME FITNESS, INC., a Minnesota corporation (together with any permitted successors and assigns, “ Guarantor ”), for the benefit of LTF CMBS I, LLC, a Delaware limited liability company (“ Landlord ”).

          WHEREAS, Landlord, as landlord, and LTF Club Operations Company, Inc., a Minnesota corporation (“ Tenant ”), as tenant, have entered into that attached Lease Agreement as of the date hereof (the “ Lease ”);

          WHEREAS, Landlord has required as a condition to entering into the Lease that Guarantor agrees to unconditionally guaranty for the benefit of Landlord and its successors and assigns, the full and timely payment and performance of the Guaranteed Obligations (as hereinafter defined); and

          WHEREAS, Guarantor directly and/or indirectly owns an interest in Tenant and will derive substantial economic benefit from the Lease.

          NOW, THEREFORE, in consideration for the substantial benefit Guarantor will derive from the Lease and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

          1.1 Guaranty of Obligations . Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Landlord the full and timely payment and performance of all of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor.

          1.2 Definitions of Guaranteed Obligations . As used herein, the term “ Guaranteed Obligations ” means all obligations and liabilities of Tenant under the Lease.

          1.3 Nature of Guaranty . This Guaranty is an irrevocable, absolute and continuing guaranty of payment and not a guaranty of collection. No exculpatory language contained in the Lease shall in any event or under any circumstances modify, qualify or affect the personal recourse obligations and liabilities of Guarantor hereunder. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor. It is the intent of Guarantor and Landlord that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that so long as the Lease is in effect, such

obligations and liabilities shall not be discharged or released in whole or in part, by any act or occurrence which might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor. This Guaranty may be enforced by Landlord and any successor to Landlord.

          1.4 Joint and Several Liability . Notwithstanding anything to the contrary, if Guarantor is comprised of more than one Person as hereinafter defined), the obligations and liabilities of each such Person under this Guaranty shall be joint and several. “Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association or governmental authority and any fiduciary acting in such capacity on behalf of any of the foregoing.

          1.5 Guaranteed Obligations Not Reduced by Set-Off . The Guaranteed Obligations and the liabilities and obligations of Guarantor to Landlord hereunder shall not be reduced, discharged or released because or by reason of any existing or future set-off, offset, claim or defense of any kind or nature which Tenant, Guarantor or any other Person has or may hereafter have against Landlord or against payment of the Guaranteed Obligations, whether such set-off, offset, claim or defense arises in connection with the Guaranteed Obligations or otherwise.

          1.6 No Duty to Pursue Others; No Duty to Mitigate . It shall not be necessary for Landlord (and Guarantor hereby waives any rights which Guarantor may have to require Landlord) to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty, including, without limitation, to (i) institute suit or otherwise enforce Landlord’s rights, or exhaust its remedies, against Tenant or any other Person liable for the Guaranteed Obligations, or against any other Person, (ii) enforce Landlord’s rights, or exhaust any remedies available to Landlord, against any collateral which shall ever have been given to secure all or any part of the Guaranteed Obligations, (iii) join Tenant or any other Person liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty or (iv) resort to any other means of obtaining payment of the all or any part of the Guaranteed Obligations. Landlord shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

          1.7 Payment by Guarantor . If all or any part of the Guaranteed Obligations shall not be punctually paid or performed when due, whether at demand or otherwise, Guarantor shall, immediately upon demand by Landlord and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity or any other notice whatsoever, pay in lawful money of the United States of America, the amount due thereon to Landlord. Amounts not paid when due hereunder shall accrue late fees, if any, pursuant to the terms of the Lease. Such demands may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations and may be made from time to time with respect to the same or different Guaranteed Obligations.

          1.8 Application of Payments . If, at any time, there are any obligations of Tenant to Landlord which are not guaranteed by Guarantor, Landlord, without in any manner impairing its rights hereunder, may, at its option, apply all amounts realized by Landlord from any collateral or security held by Landlord first to the payment of such unguaranteed obligations,

with the remaining amounts, if any, to then be applied to the payment of the obligations guaranteed by Guarantor.

          1.9 Waivers .

          (a) Guarantor hereby assents to all of the terms and agreements heretofore or hereafter made by Tenant with Landlord (including, without limitation, the provisions of the Lease) and hereby waives diligence, presentment, protest, demand on Tenant for payment or otherwise, filing of claims, requirement of a prior proceeding against Tenant and all notices (other than notices expressly provided for hereunder or required to be delivered under applicable law), including, without limitation, notice of:

     (i) the acceptance of this Guaranty;

     (ii) any future change to the time, manner or place of payment of, or in any other term of all of any part of the Guaranteed Obligations;

     (iii) any amendment, modification, replacement or extension of any of the Lease;

     (iv) the execution and delivery by Tenant and Landlord of any other agreement or of Tenant’s execution and delivery of any other documents arising under the Lease or in connection with the Property;

     (v) Landlord’s transfer or other disposition of all or any part of the Lease or this Guaranty, or an interest therein;

     (vi) the sale or foreclosure (or posting or advertising for sale or foreclosure), or assignment-in-lieu of foreclosure, of any collateral for the Guaranteed Obligations;

     (vii) any protest, proof of non-payment or default by Tenant, or the occurrence of a breach or an Event of Default, or the intent to accelerate or of acceleration in relation to any instrument relating to the Guaranteed Obligations;

     (viii) the obtaining or release of any guaranty or surety agreement, pledge, assignment or other security for the Guaranteed Obligations, or any part thereof; or

     (ix) any other action at any time taken or omitted to be taken by Landlord generally and any and all demands and notices of every kind in connection with this Guaranty and the Lease.

          (b) Guarantor hereby waives any and all rights it may now or hereafter have to, and covenants and agrees that it shall not at any time, insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal, valuation, stay, extension, marshaling-of-assets or redemption laws, or right of homestead or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by Guarantor of its obligations under, or the enforcement by Landlord of, this Guaranty. Guarantor hereby further waives any and all rights it may now or hereafter have to,

and covenants and agrees that it shall not, set up or claim any defense, counterclaim, cross-claim, set-off, offset, right of recoupment or other objection of any kind to any action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may be instituted or made by Landlord hereunder, except for the defense of the actual timely performance of the Guaranteed Obligations hereunder.

          1.10 Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained herein, Guarantor will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation available to the Guarantor as to any of the Guaranteed Obligations, or against any person liable therefor, or as to any collateral security therefor, unless and until all of the Guaranteed Obligations shall have been fully paid and discharged.

          1.11 Reinstatement; Effect of Bankruptcy . Guarantor agrees that if at any time all or any part of any payment at any time received by Landlord from, or on behalf of, Tenant or Guarantor under or with respect to this Guaranty is held to constitute a Preferential Payment (as defined in Section 4.4 ), or if Landlord is required to rescind, restore or return all or part of any such payment or pay the amount thereof to another Person for any reason (including, without limitation, the insolvency, bankruptcy reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder), then the Guaranteed Obligations hereunder shall, to the extent of the payment rescinded, restored or returned, be deemed to have continued in existence notwithstanding such previous receipt by Landlord, and the Guaranteed Obligations hereunder shall continue to be effective or reinstated, as the case may be, as to such payment as though such previous payment to Landlord had never been made.

          1.12 Exculpation . No member of or any agent, employee, officer, manager, director, governor or affiliate (other than Guarantor, as set forth herein and/or in the Lease) of Tenant or of Guarantor shall be personally liable to repay any amount due under the Lease or perform any obligations of Tenant or Guarantor under the Lease.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT
REDUCING OR DISCHARGING GUARANTOR’S OBLIGATIONS

          2.1 Events and Circumstances Not Reducing or Discharging Guarantor’s Obligations . Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected in any way by any of the following, although without notice to or the further consent of Guarantor, and waives any common law, equitable, statutory or other rights (including, without limitation, rights to notice) or defenses which Guarantor might otherwise have as a result of or in connection with any of the following:

          (a) Modifications . Any change in the time, manner or place of payment of the Guaranteed Obligations, or in any other term thereof, or any renewal, extension, increase, alteration, rearrangement, amendment or other modification to any provision of the Lease or any

other document, instrument, contract or understanding between Tenant and Landlord or any other Person pertaining to the Guaranteed Obligations.

          (b) Adjustment . Any adjustment, indulgence, forbearance, waiver, consent or compromise that Landlord might extend, grant or give to Tenant, Guarantor or any other Person with respect to any provision of this Guaranty or the Lease.

          (c) Condition of Tenant or Guarantor . Tenant’s or Guarantor’s voluntary or involuntary liquidation, dissolution, sale of all or substantially all of their respective assets and liabilities, appointment of a trustee, receiver, liquidator, sequestrator or conservator for all or any part of Tenant’s or Guarantor’s assets, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, consolidation, merger arrangement, composition, readjustment or the commencement of any other similar proceedings affecting Tenant or Guarantor or any of the assets of either of them, including, without limitation, (A) the release or discharge of Tenant from the payment and performance of its obligations under the Lease by operation of law or (B) the impairment, limitation or modification of the liability of Tenant, its partners or Guarantor, or of any remedy for the enforcement of Landlord’s rights, under this Guaranty or the Lease, resulting from the operation of any present or future provisions of the Bankruptcy Code or other present or future federal, state or applicable statute of law or from the decision in any court.

          (d) Invalidity of Guaranteed Obligations . The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty or of the Lease, or of any other document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the act of creating the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the Guaranteed Obligations, or any part thereof, is ultra vires , (iii) the officers or representatives executing the Lease or any other document or agreement executed in connection with the creating of the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) Tenant or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Guaranteed Obligations, or any part thereof, or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossib