ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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Hours of On- Hours of the-Job Classroom Training Subject (Note 1) Training (Note 2) Location Overview of Anytime 13 0 Our offices in Fitness Program and Minnesota Concept, Including State of the Fitness Industry, Design, Build Out, Real Estate, Financing, Business Operations, Accounting and Business Practices, Branding, Fitness Programming and Daily Club Operations 9-Step Sales Process 5 0 Our offices in Minnesota Telephone Inquiries 1 0 Our offices in Minnesota Total 31.75 (Note 3) 0 (1) If you have more than 1 Franchise Agreement with us, we may, at our option, provide this training one time for mUltiple agreements. (2) While all of the initial training program will be classroom training, you will have an option to receive additional training by working in one of our clubs for up to 2 days. (3) At the end of the training program, a number of our vendors will be available to present information to you concerning the products and services they offer. We will use our Operations Manual, and Sales and Marketing Journal as the instructional materials for this training. We offer this training approximately once a month. The people who provide this training are as follows: Name Subjects Taught Background Cail Morrison Member Retention Mr. Morrison has a Bachelor of Science in Kinesiology. He has 4 years of personal training experience, and 6 years as a strength and conditioning coach. He also consulted with a health and wellness company for 4 years. He joined us as a franchise consultant in September 2007. FDD 23
Name Subjects Taught Background Debra Griffith Personal Training Ms. Griffith has over 25 years experience in the health and fitness industry. She has been a personal trainer, and overseen personal training in a multi-club company. She is also the co-owner of an Anytime Fitness club in Minnesota, and has been a franchise consultant with us since September 2006. Eric Keller State of the Current Fitness Mr. Keller has owned and managed fitness Industry, Overview of the centers for more than 10 years. He joined our Anytime Fitness Model, Design, staff in 2006 as a Support Specialist, then Build Out, Real Estate, served as a Franchise Consultant Manager, Financing, Business Operations, and now is our Vice President of Support. Accounting and Business Practices, and Daily Club Operations Elizabeth Crooker General Marketing, Presale Ms. Crooker has been our Director of Support since March 2006, and a Preferred Vendor Specialist with us since November 2006. Before that, she spent 4 months managing a health club in Minnetonka, Minnesota, and nearly 7 years as Director of Membership and Retention for a health club facility in White Bear Lake, Minnesota. Mark Daly National Ad Fund and Public Mr. Daly served for 18 years as an Relations investigative reporter for KARE-TV in Minneapolis, focusing primarily on health, legal, supports and corporate issues. He joined us in April 2007 as our National Media Director and Director of Government Relations. Marty Flanagan Member Sales, including Mr. Flanagan has spent 12 years of his career Referral Programs and Lead working in large and small markets in fitness Tracking centers. He joined us in August 2005 as a Sales and Support Specialist. Before that, he was a manager of an exercise store for 3 years in Coon Rapids, Minnesota. Brad Taylor Franchise Tools and Operators Mr. Taylor has been in the fitness industry for 25 years, with a background beginning with the YMCA as a Program Coordinator, and then as President and owner of a personal training business that specialized in sportspecific training and corporate wellness programs, operating 4 clubs, and facilitation of off-site corporate sites. He joined us in January 2008. FDD 24
Page 1 and 2: ANYTIME FITNESS FRANCHISE DISCLOSUR
Page 3 and 4: ANYTIME FITNESS, LLC FRANCmSE DISCL
Page 5 and 6: operations and licenses. Many state
Page 7 and 8: 1. Anytime Fitness, Inc. v. Reserve
Page 9 and 10: If you are an existing franchisee t
Page 11 and 12: Type of Fee (Note 1) Amount (Note 2
Page 13 and 14: AMOUNT TYPE OF ANYTIME METHOD TO WH
Page 15 and 16: (7) We require you have an automate
Page 17 and 18: We may negotiate preferred vendor c
Page 19 and 20: Section in Franchise Section in Dev
Page 21 and 22: Under the personal guaranty, which
Page 23 and 24: $150,000 per location. Gaia will ty
Page 25: ITEM 11. FRANCmSOR'S ASSISTANCE, AD
Page 29 and 30: the initial training, will provide
Page 31 and 32: services to the fund. We will not s
Page 33 and 34: ITEM 13. TRADEMARKS The Franchise A
Page 35 and 36: Provision b. Renewal or extension o
Page 37 and 38: Section in Franchise or Provision O
Page 39 and 40: Section in Franchise or Provision O
Page 41 and 42: ACCOUNTANT HAS AUDITED THESE FIGURE
Page 43 and 44: the third (800 members) column. Bec
Page 45 and 46: State Year Number of Transfers 2006
Page 47 and 48: Reacquired Ceased Outlets by the Op
Page 49 and 50: Outlets Outlets at Reacquired Outle
Page 51 and 52: Name l City and State Telephone Num
Page 53 and 54: Name l City and State Telephone Num
Page 55 and 56: FDD EXHIBIT A LIST OF STATE AGENCIE
Page 57 and 58: Virginia State Corporation Commissi
Page 59 and 60: FDD EXHIBITB TABLE OF CONTENTS OF O
Page 61 and 62: 150 -151 152 153 153 154 -160 161 -
Page 63 and 64: FDD EXHIBITC LIST OF FRANCmSEES AS
Page 65 and 66: Name Scott & Shelby Mitteer Shane M
Page 67 and 68: Name Address Telephone GymDay Corp.
Page 69 and 70: Name Address Telephone Full of Life
Page 71 and 72: Name Address Telephone Colorado 534
Page 73 and 74: Name Address Telephone Good Life Ve
Page 75: Name Address Telephone H-I02 Inc. 1
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Name Address Telephone Chris Naples
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Name Address Telephone Bill Taylor
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Name Address Telephone Make It Happ
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Name Address Telephone Joe Koeppl 1
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Name Address Telephone Temple Keepe
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Name Address Telephone 7350 West St
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Name Address Telephone 24 Fitness,
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Name Address Telephone Dana Cates H
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Name Address Telephone Metairie Fit
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Name Address Telephone Ultimate Sec
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Name Address Telephone NK Fitness,
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Name Address Telephone FIF, Inc. 65
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Name Address Telephone J Abernethy,
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Name Address Telephone Kenneth & Kr
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Name Miranda Hills Miranda Hills Mi
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Name Address Telephone Kenny Stubbl
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Name Address Telephone West-Am Fitn
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Name Address Telephone 24 Fitness,
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Name Address Telephone Clifford Pie
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Name Address Telephone Rick Whittin
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Name Address Telephone Effects Pers
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Name Address Telepbone RL W Enterpr
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Name Address Telephone Silent Owl,
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Name Address Telephone 2101 Broadwa
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Name Address Telephone Dennis Rudni
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Name Address Telephone Fitness 180,
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Name Address Telephone 1604 N Calab
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Name Address Telephone Jerry Greger
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Name Address Telephone CM Fitness,
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Name Address Telephone Erik Recende
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Name Address Telephone Helen Wada 1
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Name Address Telephone Scott Schimm
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FDD EXHIBITD FINANCIAL STATEMENTS
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ANYTIME FITNESS, INC. FINANCIAL STA
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- This page intentionally left blan
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ANYTIME FITNESS, INC. STATEMENT OF
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ANYTIME FITNESS, INC. NOTES TO FINA
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ANYTllvIE FITNESS, INC. FINANCIAL S
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SUPPLEMENTAL DISCLOSURES OF CASH FL
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FA 12/09 FRANCHISE AGREEMENT ANYTIM
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ANYTIME FITNESS FRANCHISE AGREEMENT
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fees and a modification to the Prot
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5. MONTHLY FEE A. Monthly Fee. You
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1. We will have ten (10) business d
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containing such Marks as we designa
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1. You acknowledge that the mandato
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You will also allow us to visit you
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insurance program and waive any cla
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7. prior to the date of the propose
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C. Applicable Law. If the provision
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17. YOUR COVENANTS NOT TO COMPETE A
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arbitration proceeding brought agai
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provisions relating to assignment.
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L. Patriot Act. You represent and w
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1. Effective Date: ________ _ FRANC
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO FRANCHIS
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IN WITNESS WHEREOF, the undersigned
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STATE SPECIFIC ADDENDUM AS REQUIRED
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ADA 12/09 AREA DEVELOPMENT AGREEMEN
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ANYTIME FITNESS® AREA DEVELOPMENT
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provided, however, that you will no
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1. Effective Date: _______ _ AREA D
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO DEVELOPM
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FDD EXHIBITG STATE SPECIFIC ADDENDA
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5. The Franchise Agreement contains
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TOGETHER WITH A COPY OF ALL PROPOSE
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exercising a right of first refusal
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6. The following is added in Item 1
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Financing Consultant Agreement You,
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FDD EXHffiITI-l US BANK FINANCE DOC
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FDD AMERIFUND FINANCE DOCUMENTS
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SCBEDULE"A" COLLATERAL For the Fina
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FDD ExmBIT 1-3-2
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REQUEST FOR DRIVER'S LICENSE Please
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FDD EXHIBIT 1-3-3
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(9) Lessee shall have no remedy for
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Purchase Option Lease #: _____ _ Fo
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FDD EXHIBIT 1-4 KLC FINANCIAL, INC.
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GAIA Leasing LLC 50 South Sixth Str
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11. Location, Ownership and Use The
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(b) The failure of Lessee to perfor
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EXHIBIT A EARLY TERMINATION SCHEDUL
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FDD EXHIBIT 1-6 LIFE FITNESS FINANC
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Re: "Obligor" Personal Guaranty To
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EQUIPMENT LEASE AGREEMENT THIS AGRE
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and Lessor. At Lessor's option, all
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(b) Lessee shall fail to make any o
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this Lease inures to the benefit of
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IF LESSEE IS OTHER THAN AN INDIVIDU
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EXHIBIT A AGREEMENT OF UNCONDITIONA
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FDD EXHIBIT J PROVISION SECURITY SO
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e. ProVision Materia/s. In connecti
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Hosting Services Fee = $19.99 Monit
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9. General a. Independent Contracto
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ITEM 23. RECEIPT This Disclosure Do
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ITEM 23. RECEIPT This Disclosure Do
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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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