Lease Guaranty And Negative Pledge Agreement

Exhibit 10.8 LEASE GUARANTY AND NEGATIVE
PLEDGE AGREEMENT THIS LEASE GUARANTY AND NEGATIVE PLEDGE AGREEMENT is dated as of June 1, 2008 (this " Guaranty" ), by LIFE TIME FITNESS, INC., a Minnesota corporation (" Guarantor" ), whose mailing address is 2902 Corporate Place, Chanhassen, MN 55317, in favor of LTF REAL ESTATE VRDN I, LLC, a Delaware limited liability company, its successors and assigns (" Landlord" ), whose address is 2902 Corporate Place, Chanhassen, MN 55317, with reference to the recitals set forth below. R E C I T A L S : A. Landlord has agreed to lease to LTF Club Operations Company, Inc., a Minnesota corporation (" Tenant" ), certain real property and improvements thereon located on the real property legally described on (i) Exhibit A-1 hereto (the " Minnesota Premises" ) pursuant to the Lease Agreement dated as of June 13, 2008 (the " Minnesota Lease" ) between Landlord and Tenant and (ii) Exhibit A-2 hereto (the " Kansas Premises" ; the Minnesota Premises and the Kansas Premises are collectively referred to herein as the " Premises" ) pursuant to the Lease Agreement dated as of June 13, 2008 (the " Kansas Lease" ; the Minnesota Lease and the Kansas Lease are referred to herein individually as a " Lease" and collectively as the " Leases" ) between Landlord and Tenant. B. General Electric Capital Corporation (" GECC" ) has agreed to issue an irrevocable direct pay letter of credit (the " Letter of Credit" ) for the account of Landlord pursuant to the terms of the Reimbursement Agreement dated as of June 1, 2008 (the " Reimbursement Agreement" ) among GECC, Landlord and GE Government Finance, Inc. As security for its reimbursement obligations under the Reimbursement Agreement, Landlord has, (i) pursuant to the terms of the Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing of even date herewith, (a) granted a mortgage lien to GECC on the Minnesota Premises and (b) assigned all of its rights and interest in the Minnesota Lease to GECC, and (ii) pursuant to the terms of the Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing of even date herewith, (a) granted a mortgage lien to GECC on the Kansas Premises and (b) assigned all of its rights and interest in the Kansas Lease to GECC. C. As a condition precedent to issuing the Letter of Credit, GECC requires that Tenant obtain the execution of this Guaranty by Guarantor, and Landlord will be relying on the terms hereof in leasing the Premises. As a condition precedent to GECC' s issuing the Letter of Credit, GECC requires that Landlord assign its rights in this Guaranty to GECC. D. The leasing of the Premises by Landlord to Tenant and the issuance of the Letter of Credit are of value to Guarantor, are reasonably expected to benefit Guarantor, directly or indirectly, and are in furtherance of Guarantor' s interests. In consideration of Landlord' s leasing the Premises to Tenant, and as an inducement to Landlord to do so, Guarantor hereby agrees, warrants and covenants as follows:


1. Guarantor hereby unconditionally, irrevocably and absolutely guarantees the full and prompt payment when due, whether by acceleration or otherwise, of (a) all rent and all other sums and charges whatsoever payable by Tenant under the Leases, including, without limitation, all costs of collection, attorneys' fees, court costs, and other advances and extensions thereunder, and (b) the full, faithful and prompt performance and observance of all the covenants, terms and conditions and agreements to be performed and observed by Tenant under the Leases, all without set-off, counterclaim, recoupment, or deduction of any amounts owing or alleged to be owing by Landlord to Tenant. It is expressly understood that this Guaranty covers, without limitation, (y) any and all amendments, extensions, modifications, rearrangements and renewals of the Leases; and (z) all interest, default interest, late payment fees and other amounts that would have accrued under the Leases but for the commencement of a case under the Federal Bankruptcy Code or any other similar federal or state law. Without limiting the foregoing, Guarantor specifically guarantees payment of any judgment entered against the Tenant and any damages that may be awarded in any action brought against the Tenant by Landlord arising out of or relating to either Lease. All of the indebtedness, obligations and liabilities described in this paragraph are referred to herein collectively as the " Guaranteed Obligations." This Guaranty is a guaranty of payment and not merely of collection. 2. This Guaranty shall take effect when received by Landlord without the necessity of any acceptance by Landlord or of any notice to Guarantor or to Tenant, shall be continuing and irrevocable, and shall remain in full force and effect until all the Guaranteed Obligations are fully and finally paid. If payment is made by Tenant, whether voluntarily or otherwise, or by any third party, on the Guaranteed Obligations and thereafter Landlord is forced to remit, rescind or restore the amount of that payment under any federal or state bankruptcy law or law for the relief of debtors or for any other reason, (a) the amount of such payment shall be considered to have been unpaid at all times for the purposes of enforcement of this Guaranty and (b) the obligations of Tenant guaranteed herein shall be automatically reinstated to the extent of such payment. 3. The obligations of Guarantor hereunder are separate and independent of the obligations of Tenant. Guarantor expressly agrees that a separate action may be brought against Guarantor whether or not Tenant is joined in such action. 4. Guarantor represents, warrants, and covenants to Landlord that (a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota; (b) Guarantor is in good standing and is duly licensed or qualified to transact business in the State of Minnesota and the State of Kansas; (c) Guarantor expects to derive financial and other advantages and benefits, directly or indirectly, from the making of this Guaranty; (d) Guarantor executed this Guaranty without any intent to hinder, delay, or defraud any current or future creditor of Guarantor; (e) Guarantor is not insolvent and will not become insolvent as a result of the execution of this Guaranty; (f) Guarantor is not engaged, and is not about to engage, in any business or transaction for which any property remaining with Guarantor has an unreasonably small capital or for which the remaining assets of Guarantor are unreasonably small in relation to the business of Guarantor or the transaction contemplated by this Guaranty; (g) Guarantor does not intend to incur, and does not believe and has no reason to believe, that Guarantor will incur, debts beyond Guarantor' s ability to pay such debts as they become due; (h) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this

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Guaranty; (i) Landlord has made no representation to Guarantor as to the creditworthiness of Tenant; (j) Guarantor has established adequate means of obtaining from Tenant on a continuing basis information regarding Tenant' s financial condition; (k) Guarantor will keep adequately informed of any facts, events or circumstances which might in any way affect Guarantor' s risks under this Guaranty; (l) this Guaranty shall not be affected by Landlord' s failure to disclose to Guarantor any information or documents (financial or otherwise) heretofore or hereafter acquired by Landlord in the course of its relationship with Tenant; (m) Guarantor has been fully authorized to execute, deliver and perform this Guaranty, and to incur the obligations herein provided for, under the terms and provisions of the resolutions of its board of directors, or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of this Guaranty and this Guaranty has been duly authorized, executed and delivered; (n) the officer of Guarantor executing this Guaranty has been duly authorized to execute and deliver this Guaranty under the terms and provisions of a resolution of Guarantor' s board of directors, or by other appropriate official approval; (o) this Guaranty constitutes a valid and legally binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to effe ...