Exhibit
4.2





FIRST
AMENDMENT TO CREDIT AGREEMENT





This
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
entered into as of April 1, 2008, 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,
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 Section 12.3 of the Credit Agreement, Limitations on Loans,
Advances, Investments and Acquisitions, 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:




1.           Amendment to the Credit
Agreement.  Section 12.3 of the Credit Agreement, Limitations on Loans,
Advances, Investments and Acquisitions, is hereby modified and amended by
(a) deleting the “or” after the end of subclause (ii) of clause (c) of such
Section and in place thereof inserting “,” and (b) deleting the “;” after the
end of subclause (iii) of clause (c) of such Section and in place thereof
inserting the following:




“or (iv)
the guaranty by the Parent in favor of Parques Industriales Amistad, S.A. de
C.V., under which the Parent has agreed to guarantee the obligations of La-Z-Boy
Muebles, S. de R.L. de C.V., a Wholly-Owned Subsidiary, under a build-to-suit
lease between La-Z-Boy Muebles, S. de R.L. de C.V. and Parques Industriales
Amistad, S.A. de C.V. for a manufacturing facility of approximately 689,338.07
square feet to be located in Coahuila, Mexico, so long as such guaranty and such
lease are in form and substance reasonably satisfactory to the
Agent;”







2.           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.




3.           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.




4.           Representations and
Warranties of the Borrowers.  In consideration of the execution
and delivery of this Amendment by the Agent and the Lenders, each Borrower
hereby represents and warrants in favor of the Lender Group as
follows:




(a)           each
Borrower has the corporate power and authority (i) to enter into this Amendment
and (ii) to do all acts and things as are required or contemplated hereunder to
be done, observed and performed by such Borrower;




(b)           each
Borrower has the right, power and authority and has taken all necessary action,
corporate or otherwise, to authorize it to execute, deliver, and perform this
Amendment in accordance with the terms hereof and to consummate the transactions
contemplated hereby;




(c)           the
execution and delivery by such Borrower of this Amendment and the performance of
the obligations of such Borrower hereunder and the consummation by such Borrower
of the transactions contemplated hereby and thereby: (i) do not conflict with,
result in a breach of or constitute a default under the articles of
incorporation, bylaws or other organizational documents of any Borrower or any
indenture, agreement or other instrument to which such Person is a party or by
which any of its properties may be bound; (ii) do not require the consent,
registration or approval of any Governmental Authority or any other Person
(except such as have been duly obtained, made or given, and are in full force
and effect and except for consents of Persons (other than a Governmental
Authority) that are not material) or violate any Applicable Law relating to any
Borrower; (iii) do not contravene in any material respect any statute, law,
ordinance, regulation, rule, order or other governmental restriction applicable
to or binding upon such Borrower; and (iv) will not, except as contemplated
herein for the benefit of the Agent on behalf of the Lenders, result in the
imposition of any Liens upon any property of such Borrower except Permitted
Liens;


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(d)           this
Amendment has been duly executed and delivered by such Borrower, and is a legal,
valid and binding obligation of such Borrower, enforceable in accordance with
its terms, except to the extent that the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization or similar state,
provincial, territorial or federal (United States or Canada) debtor relief laws
from time to time in effect which affect the enforcement of creditors’ rights in
general and the availability of equitable remedies;




(e)           after
giving effect to the amendment set forth in this Amendment, no Default or Event
of Default exists under the Credit Agreement or the other Loan
Documents;




(f)           on
and as of the date hereof, all representations and warranties of such Borrower
set forth in the Credit Agreement and the other Loan Documents are true, correct
and complete in all material respects (unless any such representation or
warranty is qualified as to materiality, in which case such representation and
warranty shall be true and correct in all respects) as though made on and as of
such date, except to the extent that such representations and warranties
expressly relate solely to an earlier date, in which case such representations
and warranties shall have been true, correct and complete in all material
respects (unless any such representation or warranty is qualified as to
materiality, in which case such representation and warranty shall be true and
correct in all respects) on and as of such earlier date; and




(g)           the
Loan Documents to which such Borrower is a party, including, without limitation,
the Credit Agreement, constitute the legal, valid and binding obligations of
such Borrower, enforceable in accordance with their respective terms except to
the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization or similar state, provincial, territorial
or federal (United States or Canada) debtor relief laws from time to time in
effect which affect the enforcement of creditors’ rights in general and the
availability of equitable remedies.




5.           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.




6.           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.


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7.           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.




8.           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.




9.           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.




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




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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 corporationBy:Name:Title:KINCAID
      FURNITURE COMPANY, INCORPORATED, a Delaware corporationBy:Name:Title:ENGLAND,
      INC., a Michigan corporationBy:Name:Title:BAUHAUS
      U.S.A., INC., a Mississippi corporationBy:Name:Title:LA-Z-BOY
      CANADA LIMITED, an Ontario corporationBy:Name:Title:LA-Z-BOY
      GREENSBORO, INC., a North Carolina corporationBy:Name:Title:








LZB
      MANUFACTURING, INC., a Michigan corporationBy:Name:Title:AGENT AND
      LENDERS:
                          WACHOVIA
      CAPITAL FINANCE CORPORATION (CENTRAL), as the Agent and as a
      LenderBy:Name:Title:BURDALE
      FINANCIAL LIMITED, as a LenderBy:Name:Title:BRANCH
      BANKING AND TRUST COMPANY, as a LenderBy:Name:Title:JPMORGAN
      CHASE BANK, N.A., as a LenderBy:Name:Title:NATIONAL
      CITY BUSINESS CREDIT, INC., as a LenderBy:Name:Title:


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SUNTRUST
      BANK, as a LenderBy:Name:Title:BANK
      OF AMERICA, N.A., as a LenderBy:Name:Title:COMERICA
      BANK, as a LenderBy:Name:Title:PNC
      BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title:WELLS
      FARGO FOOTHILL, LLC, as a LenderBy:Name:Title:


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