Item 1.01 Entry into a Material Definitive Agreement.



On October 15, 2021, La-Z-Boy Incorporated (the "Company") entered into a new
five-year unsecured Credit Agreement with the lenders signatory thereto and
Wells Fargo Bank, National Association, as Administrative Agent (the "Credit
Agreement"). The Credit Agreement provides for a revolving credit facility (the
"Credit Facility") in an aggregate principal amount of $200 million, which
includes a $50 million letter of credit sub-limit. Borrowings under the Credit
Facility may be used by the Company for general corporate purposes and working
capital. The Credit Agreement provides that the Borrower may increase the size
of the facility, either in the form of additional revolving commitments or new
term loans, subject to the discretion of each lender to participate in such
increase, up to an additional amount of $100 million. The Credit Facility will
mature on October 15, 2026 and provides the Company with the right to request
that the lenders extend the maturity date for two additional periods of one year
each, subject to customary conditions. As of the effective date of the Credit
Agreement, there were no borrowings outstanding thereunder.

The Credit Agreement replaces that certain Second Amended and Restated Credit
Agreement, dated as of December 19, 2017 (as amended, the "Existing Credit
Agreement"), among the Company, as borrower, certain subsidiaries of the Company
party thereto, as borrowers or guarantors, the lenders party thereto from time
to time and Wells Fargo Capital Finance, LLC, as administrative agent. In
connection therewith, on October 15, 2021, the Existing Credit Agreement was
terminated and is no longer in effect.

Interest on outstanding indebtedness under the Credit Facility accrues at a rate
equal to, at the Company's option, (A) the highest of (i) Wells Fargo Bank,
National Association's prime rate, (ii) the federal funds rate plus 0.50% and
(iii) except when LIBOR is unavailable, LIBOR plus 1.00%; plus an applicable
margin based upon the Company's consolidated net lease adjusted leverage ratio
from time to time; or (B) if available, LIBOR plus an applicable margin based
upon the Company's consolidated net lease adjusted leverage ratio from time to
time. The Credit Agreement includes customary LIBOR replacement language.

The Credit Facility requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as ongoing compliance with certain affirmative and negative covenants to which the Company and certain of its wholly owned subsidiaries must adhere.

The affirmative covenants include, but are not limited to: maintenance of existence; insurance; accounting methods and financial records; payment of taxes; compliance with laws; visits and inspections; additional guarantors; and use of proceeds.



The negative covenants include, but are not limited to, restrictions on the
ability of the Company and its subsidiaries to: create, incur, assume or suffer
to exist indebtedness except in certain circumstances; create, incur, assume or
suffer to exist liens on properties except in certain circumstances; make or pay
dividends or distributions on the Company's stock except in certain
circumstances; merge, liquidate, dissolve or dispose of substantially all of its
assets subject to certain ordinary course and other exceptions; and transact
with any affiliate except on arm's length terms and other exceptions.

In addition, the Company is obligated to maintain (i) a consolidated net lease
adjusted leverage ratio not greater than 3.50 to 1.00 (which may increase to
3.75 to 1.00 for four consecutive fiscal quarters upon the consummation of
certain material acquisitions); and (ii) a consolidated fixed charge coverage
ratio equal to or greater than 1.75 to 1.00; both as calculated in accordance
with the terms and definitions determining such ratios contained in the Credit
Agreement (together, the "Financial Covenants"). The Credit Agreement also
contains various information and reporting requirements.

The Credit Agreement also contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change in control events and breaches of covenants.

The obligations under the Credit Agreement are required to be guaranteed by certain of the Company's wholly owned domestic subsidiaries (other than certain immaterial subsidiaries).

The lenders under the Credit Agreement and their affiliates have provided and may, from time to time, continue to provide investment banking, financial advisory and other services to the Company, for which they have received

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customary fees and reimbursement of expenses, and for which they expect to receive customary fees and reimbursement of expenses, respectively.



The foregoing description of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Credit Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference. Capitalized terms not
defined herein shall have the meanings assigned to them in the Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.



The Credit Agreement described under Item 1.01 allows the Company to pay
dividends, repurchase its shares and make certain other distributions from time
to time, so long as at the time of such dividend, repurchase or distribution,
the Company is not in Default (and no Default or Event of Default would result
from paying the dividend, repurchasing the shares or making the distribution)
and it would be in compliance with the Financial Covenants (as of the date
specified in the Credit Agreement). Currently, the Credit Agreement would not
prohibit the Company from paying dividends. The future payment of dividends is
within the discretion of our Board of Directors and will depend upon, among
other factors, our earnings, capital requirements, and operating and financial
condition, as well as the Financial Covenants under the Credit Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished as part of this report: Description


     4.1                  Credit Agreement dated as of October 15, 2021,

among La-Z-Boy Incorporated,


                        the lenders party thereto and Wells Fargo Bank,

National Association, as


                        administrative agent
     104                Cover Page Interactive Data File (embedded within the Inline XBRL document)

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