Exhibit
4.3

    


    SECOND
AMENDMENT TO CREDIT AGREEMENT

    


    This
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
entered into as of July 13, 2009, by and among LA-Z-BOY INCORPORATED, a Michigan
corporation (“Parent”), KINCAID
FURNITURE COMPANY, INCORPORATED, a Delaware corporation, ENGLAND, INC., a
Michigan corporation, BAUHAUS U.S.A., INC., a Mississippi corporation, LA-Z-BOY
CANADA LIMITED, an Ontario corporation, LA-Z-BOY GREENSBORO, INC., a North
Carolina corporation, and LZB MANUFACTURING, INC., a Michigan corporation
(collectively, the “Borrowers” and each,
a “Borrower”),
the Lenders party hereto and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as
administrative agent (the “Agent”).

     

    WITNESSETH:

    


    WHEREAS,
the Borrowers, the Subsidiary Guarantors, the Lenders and the Agent are parties
to that certain Credit Agreement dated as of February 6, 2008, as amended by
that certain First Amendment to Credit Agreement, dated as of April 1, 2008 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Credit Agreement), pursuant to
which the Lender Group has agreed to make the Revolving Credit Commitments and
other financial accommodations available to the Borrowers from time to time
pursuant to the terms and conditions thereof;

     

    WHEREAS, the Borrowers have requested
that Schedule 8.1(y) to the Credit Agreement, Locations of
Collateral, be amended, and the Lenders and the Agent have agreed to the
requested amendment on the terms and conditions set forth herein.

     

    NOW
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     

    11.           Amendments to the Credit
Agreement.

     

    (a)           Section
1.1 to the Credit Agreement, Definitions, is
hereby modified and amended by inserting the following new definition in
appropriate alphabetical order therein:

     

    “Coahuila Facility”
means the manufacturing facility used by LZB Manufacturing Inc. and located at
Area Industrial Amistad Aeropuerto in Ramos Arizpe, State of Coahuila,
Mexico.

     

    (b)           Section
9.4 to the Credit Agreement, Other Reports, is
hereby modified and amended by deleting subsection (b)(i) thereto in its
entirety and inserting the following in place thereof:


    
      
         


      

      
         

        
          

        

      

      
         


      

    

     

    “(i)           a
summary inventory report by location and type of Inventory (such types: raw
materials, including retail, upholstery and case goods); and finished goods
(including retail, upholstery and case goods)) and showing the aggregate amount
of work in process, together with a reconciliation to the previous month’s
reports and the general ledger accounts and including, without limitation, a
valuation of all Inventory located at the Coahuila Facility;”

     

    (c)           Article
12 to the Credit Agreement, Negative Covenants is hereby modified and amended by
adding the following Section 12.16 thereto:

     

    “SECTION
12.16       Inventory Located at
Coahuila Facility. No Credit Party will, and no Credit Party will permit
any of its Subsidiaries to, allow the aggregate book value of any Inventory
located at the Coahuila Facility to exceed $30,000,000 at any
time.”

     

    (d)           Schedule
8.1(y) to the Credit Agreement, Locations of
Collateral, is hereby modified and amended by deleting such Schedule in
its entirety and replacing it with Schedule 8.1(y) attached hereto as Exhibit
A.

     

    12.           No Other Amendments or
Waivers.  Except in connection with the amendment set forth
above, the execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or the Lenders
under the Credit Agreement or any of the other Loan Documents, nor constitute a
waiver of any provision of the Credit Agreement or any of the other Loan
Documents.  Except for the amendment set forth above, the text of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect and the Borrowers hereby ratify and confirm their respective
obligations thereunder.  This Amendment shall not constitute a
modification of the Credit Agreement or any of the other Loan Documents or a
course of dealing with the Agent or the Lenders at variance with the Credit
Agreement or the other Loan Documents such as to require further notice by the
Agent or the Lenders to require strict compliance with the terms of the Credit
Agreement and the other Loan Documents in the future, except as expressly set
forth herein.  The Borrowers acknowledge and expressly agree that the
Agent and the Lenders reserve the right to, and do in fact, require strict
compliance with all terms and provisions of the Credit Agreement and the other
Loan Documents, as amended herein.  The Borrowers have no knowledge of
any challenge to the Agent’s or any Lender’s claims arising under the Loan
Documents, or to the effectiveness of the Loan Documents.

     

    13.           Conditions Precedent to
Effectiveness.  This Amendment shall become effective as of the
date hereof when, and only when the Agent shall have received counterparts of
this Amendment executed by the Borrowers, the Agent and the Required
Lenders.

     

    14.           Counterparts.  This
Amendment may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall constitute one
and the same agreement.  In proving this Amendment in any judicial
proceedings, it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom such enforcement is
sought.  Any signatures delivered by a party by facsimile transmission
or by electronic mail transmission shall be deemed an original signature
hereto.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    15.           Reference to and Effect on
the Loan Documents.  Upon the effectiveness of this Amendment,
on and after the date hereof, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.

     

    16.           Section
Titles.  The section titles contained in this Amendment are
included for the sake of convenience only, shall be without substantive meaning
or content of any kind whatsoever, and are not a part of the agreement between
the parties.

     

    17.           Entire
Agreement.  This Amendment and the other Loan Documents
constitute the entire agreement and understanding between the parties hereto
with respect to the transactions contemplated hereby and thereby and supersede
all prior negotiations, understandings and agreements between such parties with
respect to such transactions.

     

    18.           GOVERNING
LAW.  THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     

    19.           Loan
Document.  This Amendment shall be deemed to be a Loan Document
for all purposes.

     

     [remainder
of page intentionally left blank]


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Amendment as of the day and year first written
above.

    


    
      
        
          
            
              
                
                  
                    	
                            BORROWERS:

                          	
                            LA-Z-BOY
      INCORPORATED, a Michigan corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            KINCAID
      FURNITURE COMPANY, INCORPORATED, a Delaware corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            ENGLAND,
      INC., a Michigan corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            BAUHAUS
      U.S.A., INC., a Mississippi corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            LA-Z-BOY
      CANADA LIMITED, an Ontario corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            LA-Z-BOY
      GREENSBORO, INC., a North Carolina corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            LZB
      MANUFACTURING, INC., a Michigan corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	
                            AGENT AND
      LENDERS:

                          	
                            WACHOVIA
      CAPITAL FINANCE CORPORATION (CENTRAL), as the Agent and as a
      Lender

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            BURDALE
      FINANCIAL LIMITED, as a Lender

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            BRANCH
      BANKING AND TRUST COMPANY, as a Lender

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            JPMORGAN
      CHASE BANK, N.A., as a Lender

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            NATIONAL
      CITY BUSINESS CREDIT, INC., as a Lender

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          SUNTRUST
      BANK, as a Lender

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      	 
      
	 
      	
                          BANK
      OF AMERICA, N.A., as a Lender

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      	 
      
	 
      	
                          COMERICA
      BANK, as a Lender

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      	 
      
	 
      	
                          PNC
      BANK, NATIONAL ASSOCIATION, as a Lender

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      	 
      
	 
      	
                          WELLS
      FARGO FOOTHILL, LLC, as a Lender

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    Schedule
8.1(y)

    Locations
of Collateral

    


    Owned
Real Property:

    


    Owned Plants /
Warehouses:

    


    
      
        
          
            
              
                
                  	
                          La-Z-Boy
      Greensboro, Inc.

                        	 	 
      	 	 
      	 	 
      
	
                          389
      Armory Road

                        	 	
                          North
      Wilkesboro, NC

                        	 	
                          28659

                        	 	
                          Wilkes
      county

                        
	
                          Highway
      268 East

                        	 	
                          North
      Wilkesboro, NC

                        	 	
                          28659

                        	 	
                          Wilkes
      county

                        
	 
      	 	 
      	 	 
      	 	 
      
	
                          Bauhaus
      U.S.A., Inc.

                        	 	 
      	 	 
      	 	 
      
	
                          One
      Bauhaus Drive1

                        	 	
                          Saltillo,
      MS

                        	 	
                          38866

                        	 	
                          Lee
      county

                        
	
                          1509
      Paul Edmonson Drive

                        	 	
                          Iuka,
      MS

                        	 	
                          38852

                        	 	
                          Tishomingo
      county

                        
	
                          275
      6th Avenue

                        	 	
                          Sherman,
      MS

                        	 	
                          38869

                        	 	
                          Pontotoc
      county

                        
	 
      	 	 
      	 	 
      	 	 
      
	
                          England,
      Inc.

                        	 	 
      	 	 
      	 	 
      
	
                          402
      Old Knoxville Highway2

                        	 	
                          New
      Tazewell, TN

                        	 	
                          37825

                        	 	
                          Claiborne
      county

                        
	
                          4686
      Frontier Way

                        	 	
                          Stockton,
      CA

                        	 	
                          95215

                        	 	
                          San
      Joaquin county

                        
	 
      	 	 
      	 	 
      	 	 
      
	
                          Kincaid
      Furniture Company, Incorporated

                        	 	 
      	 	 
      
	
                          240
      Pleasant Hill Road3

                        	 	
                          Hudson,
      NC

                        	 	
                          28638

                        	 	
                          Caldwell
      county

                        
	 
      	 	 
      	 	 
      	 	 
      
	
                          LZB
      Manufacturing, Inc.

                        	 	 
      	 	 
      	 	 
      
	
                          133
      Scanlan Street

                        	 	
                          Newton,
      MS

                        	 	
                          39345

                        	 	
                          Newton
      county

                        
	
                          300
      North Newton Dr. (Sewing Center)

                        	 	
                          Newton,
      MS

                        	 	
                          39345

                        	 	
                          Newton
      county

                        
	
                          9482
      Eastside Drive (Dimension plant)

                        	 	
                          Newton,
      MS

                        	 	
                          39345

                        	 	
                          Newton
      county

                        
	
                          301
      Tennessee Street

                        	 	
                          Redlands,
      CA

                        	 	
                          92373

                        	 	
                          San
      Bernardino county

                        
	
                          4301
      Howard Bush Drive

                        	 	
                          Neosho,
      MO

                        	 	
                          64850

                        	 	
                          Newton
      county

                        
	
                          350
      West 10th North

                        	 	
                          Tremonton,
      UT

                        	 	
                          84337

                        	 	
                          Box
      Elder county

                        
	
                          500
      Walnut Grove Road

                        	 	
                          Dayton,
      TN

                        	 	
                          37321

                        	 	
                          Rhea
      county

                        
	
                          2601
      N. Country Club Road

                        	 	
                          Siloam
      Springs, AR

                        	 	
                          72761

                        	 	
                          Benton
      county

                        


                

              

            

          

        

      

    

    


    Owned Retail
Stores:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Name of Credit Party

                                                          	 	
                                                            Store Address

                                                          	 	
                                                            County

                                                          
	 
      	 	 
      	 	 
      
	
                                                            LZB
      Furniture Galleries of Kansas City, Inc.

                                                          	 	
                                                            3889
      S. Jackson Dr., Independence, MO 64057

                                                          	 	
                                                            Jackson
      County

                                                          
	 
      	 	 
      	 	 
      
	
                                                            Montgomeryville
      Home Furnishings, Inc.

                                                          	 	
                                                            494
      Route 38, Maple Shade, NJ 08052

                                                          	 	
                                                            Burlington
      County

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        

      

        
        1 Chief
Executive Office of Bauhaus U.S.A., Inc. 


      

      
        2 Chief
Executive Office for England, Inc., La-Z-Boy Logistics, Inc. and LADD
Transportation, Inc.  

      

      
        3 Chief
Executive Office of Kincaid Furniture Company, Incorporated

      

        

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	
                          Name of Credit Party

                        	 	
                          Store Address

                        	 	
                          County

                        
	 
      	 	 
      	 	 
      
	
                          LZBFG
      of South Florida, LLC

                        	 	
                          6500
      N. Federal Hwy, Boca Raton, FL 33487

                        	 	
                          Palm
      Beach County

                        
	
                          LZBFG
      of South Florida, LLC

                        	 	
                          6300
      Lake Worth Rd, Lake Worth, FL 33463

                        	 	
                          Palm
      Beach County

                        
	
                          LZBFG
      of South Florida, LLC

                        	 	
                          2600
      Sawgrass Mill Circle, Sunrise, FL 33323

                        	 	
                          Broward
      County

                        
	 
      	 	 
      	 	 
      
	
                          LZB
      Furniture Galleries of St. Louis, Inc.

                        	 	
                          11201
      St. Charles Rock Road, Bridgeton, MO 63044

                        	 	
                          St.
      Louis County

                        
	
                          LZB
      Furniture Galleries of St. Louis, Inc.

                        	 	
                          14177
      Manchester Road, Manchester, MO 63011

                        	 	
                          St.
      Louis County

                        
	 
      	 	 
      	 	 
      
	
                          LZB
      Furniture Galleries of Washington, D.C., Inc.

                        	 	
                          7252
      W. Broad Street, Richmond, VA 23294

                        	 	
                          Independent
      city

                        
	
                          LZB
      Furniture Galleries of Washington, D.C., Inc.

                        	 	
                          11000
      Midlothian Turnpike, Richmond, VA 23235

                        	 	
                          Independent
      city

                        
	
                          LZB
      Furniture Galleries of Washington, D.C., Inc.

                        	 	
                          21320
      Signal Hill Plaza, Sterling, VA 20164

                        	 	
                          Loudoun
      County

                        
	
                          LZB
      Furniture Galleries of Washington, D.C., Inc.

                        	 	
                          12100
      Jefferson Farm Pl., Waldorf, MD 20601

                        	 	
                          Charles
      County

                        


                

              

            

          

        

      

    

     

    Owned
Offices:

    


    
      
        
          
            	
                    La-Z-Boy
      Incorporated

                  	 	
                    1284
      N. Telegraph Road, Monroe, MI 481624

                  	 	
                    Monroe
      County

                  


          

        

      

    

    


    Leased
Real Property:

    


    Leased
Warehouses:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            Outside warehouse location

                                                                          	 	
                                                                            Tenant name

                                                                          	 	
                                                                            Warehouseman

                                                                            name

                                                                          	 	
                                                                            Warehouseman address

                                                                          
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                            3503
      Enterprise Ave., Webb City, MO 64801; 3001 Davis Blvd., Joplin, MO
      64801

                                                                          	 	
                                                                            LZB
      Manufacturing, Inc.

                                                                          	 	
                                                                            Standard
      Transportation Services, Inc.

                                                                          	 	
                                                                            Warehouse
      Division, 1801 Roosevelt Avenue, P.O. Box 2725, Joplin, MO
      64803

                                                                          
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                            1791
      N. Broadway; Dayton, TN 37321

                                                                          	 	
                                                                            LZB
      Manufacturing, Inc.

                                                                          	 	
                                                                            Warehouse
      Services Unlimited, Inc.

                                                                          	 	
                                                                            P.O.
      Box 52, Dayton, TN 37321

                                                                          
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                            4381
      Doniphan Drive, Neosho, MO

                                                                          	 	
                                                                            LZB
      Manufacturing, Inc.

                                                                          	 	
                                                                            Eugene
      S. Schwartz, Trustee of the Eugene S. Schwartz Revocable
    Trust

                                                                          	 	
                                                                            300
      Nelson Avenue, Neosho, MO
64850

                                                                          


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        

      

          

      
        4 Chief
Executive Office for La-Z-Boy Incorporated, LZB Carolina Properties, Inc., LZB
Delaware Valley, Inc., LZB Delaware Valley Properties, Inc., LZB Finance, Inc.,
LZB Manufacturing, Inc., LZB Retail, Inc., Boca Raton Galleries, LLC, LZB
Furniture Galleries of Boston, Inc., LZB Furniture Galleries of Kansas City,
Inc., LZB Furniture Galleries of Paramus, Inc., LZB Furniture Galleries of St.
Louis, Inc., LZBFG of South Florida, LLC and LZB Furniture Galleries of
Washington D.C., Inc.

      

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Outside warehouse location

                              	 	
                                Tenant name

                              	 	
                                Warehouseman

                                name

                              	 	
                                Warehouseman address

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                512
      King Edwards, Cleveland, TN

                              	 	
                                LZB
      Manufacturing, Inc.

                              	 	
                                Warehouse
      Concepts, LLC

                              	 	
                                2765
      Michigan Ave., NE Cleveland,
      TN 37323

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                13827
      Carmenita Rd, Unit D; Santa Fe Springs,
CA  90670

                              	 	
                                LZB
      Manufacturing, Inc.

                              	 	
                                Watkins
      and Shepard Trucking, Inc.

                              	 	
                                1500
      Blaine St., Helena, MT 59601

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                1224
      Pecan Ave, Philadelphia, MS  39350

                              	 	
                                LZB
      Manufacturing, Inc.

                              	 	
                                City
      of Philadelphia, Mississippi

                              	 	
                                525
      Main Street, Philadelphia, MS 39350

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                107
      Old Decatur Rd.; Union, MS 39365

                              	 	
                                LZB
      Manufacturing, Inc.

                              	 	
                                Apache
      Products Company

                              	 	
                                107
      Service Road, Anderson, SC 29625

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                5015
      East Raines Road; Memphis, TN 38118

                              	 	
                                LZB
      Manufacturing, Inc.

                              	 	
                                Expeditors

                              	 	
                                5396
      Distriplex Farms Dr. Memphis,
      TN 38141

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                2203
      Sherrill Drive; Statesville, NC 28625

                              	 	
                                La-Z-Boy
      Greensboro, Inc.

                              	 	
                                NK-Statesville
      Property LLC

                              	 	
                                c/o
      Newkirk Realty Trust, Inc., 7 Bullfinch Place, Ste. 500, P.O. Box 9507,
      Boston, MA 02114

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                2424
      Norwood St., Lenoir, NC 28645

                              	 	
                                Kincaid
      Furniture Company, Incorporated

                              	 	
                                Schwarz
      & Schwarz, Inc.

                              	 	
                                P.O.
      Box 1104,  Asheboro, NC 27204

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                800
      S. Weber Rd., Bolingbrook, IL 60490

                              	 	
                                La-Z-Boy
      Showcase Shoppes, Inc.

                              	 	
                                MLRP
      Kopperud Phase II, LLC

                              	 	
                                c/o
      ML Realty Partners, LLC, One Pierce Place, Itasca, IL
  60143

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                800
      Centerpoint Blvd., New Castle, DE 197205

                              	 	
                                Montgomeryville
      Home Furnishings, Inc.

                              	 	
                                Centerpoint
      800, LLC

                              	 	
                                1201
      North Market St., Ste. 1605, Wilmington, DE 19801

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                900
      International Parkway, Sunrise, FL 33325

                              	 	
                                LZBFG
      of South Florida, LLC

                              	 	
                                AMB/NDP
      Local, L.P.

                              	 	
                                c/o
      AMP Property, L.P., Sixty State Street, Ste. 1200, Boston, MA
      02109

                              
	 
      	 	 
      	 	 
      	 	 
      
	
                                1791
      Crossroads Dr., Odenton, MD 21113

                              	 	
                                LZB
      Furniture Galleries of Washington, D.C., Inc.

                              	 	
                                Arundel
      Crossing III, L.L.C.

                              	 	
                                c/o
      Opus Properties, L.L.C., 10350 Bren Road, Minnetonka, MN
    55343

                              
	 	 	 	 	 	 	 
	
                                7702
      E. Funston, Wichita, KS 67207

                              	 	
                                LZB
      Furniture Galleries of Kansas City, Inc.

                              	 	
                                Thomas
      Transfer & Storage Co. Inc.

                              	 	
                                7701
      E. Osie, Wichita, KS
67207

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    Leased
Stores:

    


    See
attached.

     

    
      
        

      

        

      
        5 Chief
Executive Office of Montgomeryville Home Furnishings,
Inc.


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Leased
Offices:

    


    
      
        
          
            
              
                	
                        Office location

                      	 	
                        Tenant name

                      	 	
                        Landlord name

                      	 	
                        Landlord address

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        4900
      Hickory Blvd., Hickory, NC 28601

                      	 	
                        Kincaid
      Furniture Company, Incorporated

                      	 	
                        Gregory
      A. Kaziah (d/b/a Ashley/Brooke)

                      	 	
                        Property
      Group, LLC, 4996 Hickory Blvd., Hickory, NC

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        4310
      Regency Drive, Suite 101, High Point, NC 272656

                      	 	
                        La-Z-Boy
      Greensboro, Inc.

                      	 	
                        J&A
      Regency, LLC and 4 Smiths Regency, LLC

                      	 	
                        c/o
      North State Property Company, 3288 Robinhood Road, Winston-Salem, NC
      27103

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        724
      Hoffman Street, Hammond, IN 463277

                      	 	
                        La-Z-Boy
      Showcase Shoppes, Inc.

                      	 	
                        Forcey
      Properties MLRP Kopperud Phase II LLC

                      	 	
                        One
      Pierce Place Ithasca,
      IL 60143

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        13145
      Lake Front Drive, Earth City, MO, 63045

                      	 	
                        LZB
      Furniture Galleries of St. Louis, Inc.

                      	 	
                        13185
      LF Corporation

                      	 	
                        75
      Remittance Drive, Suite 1589 

                        Chicago,
      IL 60675

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        N-240
      Holiday Inn Drive, Cambridge, ON N3C 3X4, Canada8

                      	 	
                        La-Z-Boy
      Canada Limited

                      	 	
                        H.
      De Groot Real Estate Limited

                      	 	
                        590 Eastgate
      Walk

                        Waterloo, ON

                        N2K
      2W2

                      


              

            

          

        

      

    

    


    Other
locations:  Elk Air Partners, L.L.C.

    


    No. 116
Moo 1, Tambol Banchang, Amphoe, Panusnikom, Chonburi, Thailand.

    


    Irvin
Industries offices, 333 Industrial Drive, Adrian, MI 49221-7801 – books and
records relating to ELK Air Partners, L.L.C.

    


    Leased Manufacturing
Facility

    


    
      
        
          
            
              
                
                  
                    	
                            Manufacturing facility
    location

                          	 	
                            Credit Party using facility

                          	 	
                            Tenant name

                          	 	
                            Landlord name and
address

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            689,338.07
      square foot building located at Area Industrial Amistad Aeropuerto in
      Ramos Arizpe, State of Coahuila, Mexico

                          	 	
                            LZB
      Manufacturing, Inc.

                          	 	
                            La-Z-Boy
      Muebles, S. de R.L. de C.V.

                          	 	
                            Parques
      Industriales Amistad, S.A. de C.V.

                            Periferico
      Luis Echeverria 1560

                            Torre
      Saltillo piso 12

                            Col.
      Guanajuato

                            25280
      Saltillo, Coahuila,
Mexico

                          


                  

                

              

            

          

        

      

    

    

      
        

      

    

      

    
      6 Chief
Executive Office of La-Z-Boy Greensboro, Inc. 

    

    
      7 Chief
Executive Office of La-Z-Boy Showcase Shoppes, Inc. 

    

    
      8 Chief
Executive Office of La-Z-Boy Canada Limited

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freight
Forwarders:

    


    
      
        
          
            
              
                
                  
                    	
                            Entities using forwarder

                          	 	
                            Freight

                            Forwarder

                            Name

                          	 	
                            Freight Forwarder Address

                          
	 
      	 	 
      	 	 
      
	
                            Kincaid
      Furniture Company, Incorporated, LZB Manufacturing, Inc.

                          	 	
                            Agility
      (Geologistics)

                          	 	
                            3505
      Naturally Fresh Boulevard, Suite 340

                            Atlanta,
      Georgia, 30349

                          
	 
      	 	 
      	 	 
      
	
                            La-Z-Boy
      Greensboro, Inc.

                          	 	
                            Global
      Link Logistics, Inc.

                          	 	
                            101
      University Avenue, Suite 230

                              Palo
      Alto, CA 94301

                          
	 
      	 	 
      	 	 
      
	
                            La-Z-Boy
      Greensboro, Inc.

                          	 	
                            Expeditors

                          	 	
                            1015
      Third Ave, 12th Floor

                            Seattle
      WA 98104

                          
	 
      	 	 
      	 	 
      
	
                            La-Z-Boy
      Greensboro, Inc.

                          	 	
                            CH
      Robinson

                             

                          	 	
                            14701
      Charlson Road

                            Eden
      Prairie, MN 55347-5076

                          
	 
      	 	 
      	 	 
      
	
                            La-Z-Boy
      Greensboro, Inc., Kincaid Furniture Company, Incorporated, LZB
      Manufacturing, Inc.

                          	 	
                            Schenker
      DB Logistics

                          	 	
                            1800
      Nicholas Blvd

                            Elk
      Grove Village IL 60007

                          
	 
      	 	 
      	 	 
      
	
                            La-Z-Boy
      Greensboro, Inc.

                          	 	
                            Schenker
      Charleston

                          	 	
                            7221
      Investment Drive

                            N.
      Charleston, SC 29418

                          
	 
      	 	 
      	 	 
      
	
                            Kincaid
      Furniture Company, Incorporated, La-Z-Boy Greensboro, Inc.

                          	 	
                            American
      Global (test shipments)

                          	 	
                            53
      Perimeter Center East, Suite 450

                            Atlanta,
      GA 30346

                          
	 
      	 	 
      	 	 
      
	
                            Bauhaus
      U.S.A., Inc.

                          	 	
                            Evergreen
      Marine

                          	 	
                            Evergreen
      Shipping Agency (America) Corporation (Atlanta Office)100 Galleria Parkway
      N.W., Suite 1020

                            Atlanta,
      Georgia 30339

                          
	 
      	 	 
      	 	 
      
	
                            Bauhaus
      U.S.A., Inc.

                          	 	
                            UTI

                          	 	
                            Suites
      1000 And 1500

                            100
      Oceangate, Long Beach

                            Los
      Angeles, Ca 90802

                          
	 
      	 	 
      	 	 
      
	
                            England,
      Inc.

                          	 	
                            Jas
      Forwarding, Inc.

                          	 	
                            One
      Lakeview Place

                            25
      Century Blvd., # 603

                            Nashville,
      TN
37214