AMENDMENT NO. 1 TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Amendment No. 1 (the “Amendment”) dated as of July 28, 2006, is by and among ROSS STORES, INC. (the
“ Borrower ”), Bank of America, N.A. (“ Bank of America ”) and each of the other lending institutions listed on
Schedule 1 hereto on the date hereof (each such lending institution a “ Bank ” and collectively, the “ Banks ”), Bank of
America, N.A., as administrative agent for itself and each other Bank (the “ Administrative Agent ”), and Banc of
America Securities LLC and Wachovia Capital Markets LLC (together, the “ Arrangers ”).
WHEREAS, the parties entered into a certain Amended and Restated Revolving Credit Agreement dated as of
March 31, 2004 (the “ Credit Agreement ”). Bank of America is successor by merger to Fleet National Bank; and
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A Definitions . Capitalized terms used but not defined in this Amendment shall have the meaning given to them in
the Credit Agreement.
B Amendments . The Credit Agreement is hereby amended as follows:
1. Definitions .
(a) All references in the Credit Agreement to “Fleet” or “Fleet National Bank” shall be deemed references to
“Bank of America”.
(b) The following definitions are hereby amended and restated in their entirety as follows:
F ee Letter . The letter agreement dated as of June 2006 among Bank of America, N.A., Banc of
America Securities LLC and the Borrower.
I ncrease Effective Date . See Section 2.21(d) .
Internal Control Even t . A determination, either by the Borrower or its independent accounting firm, of
the occurrence or existence of any material weakness in, or fraud that involves management or ot