INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of , 20 by and between Life Time Group Holdings, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
•] Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2022 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of August 28, 2022 (the “Effective Date”), is made by and between Life Time Group Holdings, Inc. (“Life Time”, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company” (except as set forth in Section 9(a)) and Robert Houghton (the “Executive”) (collectively referred to herein as the “Parties”).
INDENTURE Dated as of January 22, 2021 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee and Notes Collateral Agent 5.750% SENIOR SECURED NOTES DUE 2026Indenture • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
INDENTURE, dated as of January 22, 2021, between Life Time, Inc., a Minnesota corporation, the Guarantors party hereto from time to time (as defined herein), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
INDENTURE Dated as of February 5, 2021 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee 8.000% SENIOR NOTES DUE 2026Indenture • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
INDENTURE, dated as of February 5, 2021, between Life Time, Inc., a Minnesota corporation, the Guarantors party hereto from time to time (as defined herein), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”).
LTF HOLDINGS, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
AGREEMENT AND GENERAL RELEASEAgreement and General Release • February 28th, 2024 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This Agreement and General Release (this “Agreement”), effective as of December 31, 2023 (the “Effective Date”), is between Jeffrey G. Zwiefel (“you”) and Life Time Group Holdings, Inc. and its affiliates and subsidiaries (collectively, the “Company”). Collectively, you and the Company are referred to herein as “the Parties.” In consideration of the mutual promises contained in this Agreement, the Parties agree as follows:
EMPLOYEE NON-COMPETITION AGREEMENTEmployee Non-Competition Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This Employee Non-Competition Agreement (“Agreement”) is entered into by and between Life Time, Inc., a Minnesota corporation, with its principal place of business located at 2901 Corporate Place in Chanhassen, Minnesota (“Life Time” or the “Company”) and Bahram Akradi (the “Employee”) (the Company and the Employee are collectively referred to as the “Parties”), as of August 18, 2021 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October , 2016 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Eric Buss (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • February 28th, 2024 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This Consulting Agreement (this “Agreement”), between Life Time, Inc., a Minnesota corporation with its principal offices located at 2902 Corporate Place, Chanhassen, MN 55317 (together with its parents, affiliates and subsidiaries, “Life Time” or the “Company”), and Jeffrey G. Zwiefel, having a mailing address of 1051 West 82nd Street, Chaska, MN 55318 (“Consultant” and together with Life Time, Inc., collectively, the “Parties” and individually, a “Party”), determines the rights and obligations of the Parties for the services provided to Life Time hereunder and is effective as of December 31, 2023 and simultaneous with the termination of Consultant’s employment with the Company (the “Effective Date”). For purposes of clarity, Consultant served as the Company’s President and Chief Operating Officer through and including December 31, 2023.
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 6th, 2023 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 10, 2015, by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LTF MERGER SUB, INC., a Minnesota corporation and direct subsidiary of Holdings (“Merger Sub” or “Initial Borrower”), U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
LIFE TIME GROUP HOLDINGS, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 12th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Texas
This Third Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of the Effective Date (as defined herein), by and among (i) Life Time Group Holdings, Inc. (f/k/a LTF Holdings, Inc.), a Delaware corporation (“Parent”), (ii) Green LTF Holdings II LP, a Delaware limited partnership (“Green Holdings”), LGP Associates VI-A LLC, a Delaware limited liability company (“LGP VI-A”) and LGP Associates VI-B LLC, a Delaware limited liability company (“LGP VI-B” and, together with Green Holdings and LGP VI-A and any transferee controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, “LGP”), (iii) TPG VII Magni SPV, L.P., a Delaware limited partnership (“TPG Magni”), TPG VII Magni Co-Invest, L.P., a Delaware limited partnership (“TPG Co-Invest”), and TPG Lonestar I, L.P., a Delaware limited partnership (“TPG Lonestar” and, together with TPG Magni, TPG Co-Invest and any transferee controlled directly or indirectly by TPG Global LLC or a
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This THIRD AMENDMENT TO THE CREDIT AGREEMENT, dated as of June 9, 2016 (this “Third Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), 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”), and the incremental lenders party hereto (in such capacity, the “New Term Loan 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 Third Amendment).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 26th, 2023 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This Confidential SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into effective January 5, 2024 (the “Effective Date”) by and between, Life Time, Inc., a Minnesota corporation (together with any of its parents, subsidiaries or affiliates, collectively the “Company”), and Robert Houghton (“Executive” or “you”) (collectively the “Parties”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This SEVENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of March 22, 2018 (this “Seventh Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, 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”), U.S. Bank National Association, as Issuing Bank and Swing Line Lender, the lenders party hereto making the New Term Loans (as defined below) (in such capacity, the “New Term Loan Lenders”), the lenders party hereto, as Incremental Revolving Lenders, that are not party to the Credit Agreement (as defined below) prior to the date hereof (in such capacity, the “New Revolving Lenders”) and the Existing Revolving Lenders (as defined below) party hereto, as Incremental Revolving Lenders (in such capacity, the “Inc
CREDIT AGREEMENT Dated as of June 10, 2015 among LTF INTERMEDIATE HOLDINGS, INC., as Holdings, LTF MERGER SUB, INC., as Initial Borrower, U.S. BANK NATIONAL ASSOCIATION as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG NEW YORK BRANCH, as...Intercreditor Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 10, 2015, by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LTF MERGER SUB, INC., a Minnesota corporation and direct subsidiary of Holdings (“Merger Sub” or “Initial Borrower”), U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TECHNICAL AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
TECHNICAL AMENDMENT NO. 1 (this “Agreement”), dated as of July 21, 2015, to that certain Credit Agreement dated as of June 10, 2015 (the “Credit Agreement”) among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), and the lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
NON-QUALIFIED STOCK OPTION AGREEMENT OF LTF HOLDINGS, INC.Non-Qualified Stock Option Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of October 6, 2015 (the “Grant Date”) by and between LTF Holdings Inc., a Delaware corporation (the “Company”), and Bahram Akradi, an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October 6, 2015, and effective as of the Effective Date (as defined below), by and between LTF Holdings, Inc. (“LTF Holdings”), Life Time Fitness, Inc. (“Life Time” and, together with any of its subsidiaries or affiliates that may employ Executive from time to time, the “Company” (except as provided in Section 6(d)), and Bahram Akradi (“Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF LTF HOLDINGS, INC.Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [______] (the “Grant Date”) by and between LTF Holdings, Inc., a Delaware corporation (the “Company”), and [_______], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as, the “Optionee”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 10, 2015, by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LTF MERGER SUB, INC., a Minnesota corporation and direct subsidiary of Holdings (“Merger Sub” or “Initial Borrower”), U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 10, 2015, by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LTF MERGER SUB, INC., a Minnesota corporation and direct subsidiary of Holdings (“Merger Sub” or “Initial Borrower”), U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 10, 2015, by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LTF MERGER SUB, INC., a Minnesota corporation and direct subsidiary of Holdings (“Merger Sub” or “Initial Borrower”), U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Minnesota
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on March , 2017 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Jeff Zwiefel (“Executive”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
TECHNICAL AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
TECHNICAL AMENDMENT NO. 2 (this “Agreement”), dated as of September 14, 2015, to that certain Credit Agreement dated as of June 10, 2015 (the “Credit Agreement”) among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), and the lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
LTF HOLDINGS, INC. PREFERRED RESTRICTED STOCK AGREEMENT GRANT NOTICEPreferred Restricted Stock Agreement • September 13th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Delaware
The participant set forth below (the “Participant”) has been granted restricted Series A Convertible Participating Preferred Stock (“Preferred Stock”) of LTF Holdings, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions of this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”), and the Certificate of Designations of the Preferred Stock, dated as of January 22, 2021 (as in effect from time to time, the “Certificate of Designations”).
