exhibit10-4.htm


    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”).

     

    RECITALS 

     

         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: 

     

        
Fee Letter. The letter agreement dated as of June
2006 among Bank of America, N.A., Banc of America Securities LLC and the
Borrower. 

     

        
Increase Effective
Date. See
Section 2.21(d). 

     

       Internal Control
Event. 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 other employees who
have a significant role in, the Borrower’s internal controls over financial
reporting. 

     

    - 1
-

     

    

    
    



         L/C Sublimit. At any time, an amount equal to 50% of
the Total Commitment in effect at such time less (i) the sum of the Stated Amount of all
Letters of Credit outstanding at such time, less (ii) the aggregate amount of all
unreimbursed draws under outstanding Letters of Credit at such time that have
not been added to the Loan Account as Revolving Credit Loans. 

     

         Revolving Credit Maturity
Date. The term
“Revolving Credit Maturity Date” is hereby amended and restated in its entirety
as follows: “July 27, 2011, or such earlier date on which the Loans become due
and payable pursuant to Section 7.2 hereof.” 

     

         Significant Subsidiary. The term Significant Subsidiary is
hereby amended and restated in its entirety as follows:

     

         “Any domestic or foreign Subsidiary of the
Borrower, including a subsidiary of such Subsidiary, which meets any of the
following conditions: 

     

         (1) The Borrower’s and its other Subsidiaries’
investments in and advances to the Subsidiary exceed 10 percent of the total
assets of the Borrower Affiliated Group consolidated as of the end of the most
recently completed fiscal year; or 

     

        
(2) The Borrower’s and its other
Subsidiaries’ proportionate share of the total assets (after intercompany
eliminations) of the Subsidiary exceeds 10 percent of the total assets of the
Borrower Affiliated Group consolidated as of the end of the most recently
completed fiscal year; or 

     

        
(3) The Borrower’s and its other
Subsidiaries’ equity in the income from continuing operations before income
taxes, extraordinary items and cumulative effect of a change in accounting
principle of the Subsidiary exceeds 10 percent of such income of the Borrower
Affiliated Group consolidated for the most recently completed fiscal
year;

     

    provided, however, that the foregoing shall be
computed in accordance with the guidance provided by the definition of
“Significant Subsidiary” under Regulation S-X promulgated under the Securities
Exchange Act of 1934, as amended.” 

     

        
Swingline Commitment. The obligation of the Swingline Lender
to make Swingline Loans to the Borrower in a maximum principal amount not
exceeding at any time the amount set forth opposite the Swingline Lender’s name
on Schedule 1 hereto. As of the date of this
Agreement, the Swingline Commitment is $60,000,000. The amount of the Swingline
Commitment shall be increased from time to time pursuant to
Section 2.21(f), and Schedule 1
shall be amended to reflect
any such increase.

     

    - 2
-

     

    

    
    



        
Total Commitment. As of any date, the sum of the
then-current Commitment Amounts of the Banks. As of the date of this Agreement,
the Total Commitment (including the Swingline Commitment) is $600,000,000. The
amount of the Total Commitment may be reduced pursuant to Section 2.7 and increased pursuant to Section 2.21.

     

         2. Interest Rates. Table 1 in Section 2.9(c) is hereby
amended and restated to read as follows:

     

    
      	                         
    	Table 1
	
            	  
	
            	
            	     	
            	     	
            	     	Applicable	     	Applicable
	
            	Level	
            	Rating	
            	Adjusted Interest	
            	LIBOR	
            	Commitment Fee
	
            	
            	
            	
            	
            	Coverage Ratio	
            	Margin*	
            	Rate
	
            	I)	
            	<BBB-	
            	less than 2.5 to 1	
            	0.900%	
            	0.175%
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            
	
            	II)	
            	BBB-	
            	greater than or equal to	
            	
            	
            	 
	
            	
            	
            	
            	 	2.50 to 1	
            	
            	
            	
            
	 	
            	
            	
            	
            	but less than 3.0 to 1	
            	0.625%	
            	0.150%
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            
	
            	III)	
            	BBB	
            	greater than or equal to	
            	
            	
            	
            
	
            	
            	
            	
            	
            	3.0 to 1	
            	0.450%	 	0.100%
	
            	
            	 	
            	
            	but less than 4.0 to 1	
            	 	
            	
            
	
            	  	
            	
            	
            	
            	
            	
            	
            	
            
	
            	IV)	
            	BBB+	
            	greater than or equal to	
            	
            	
            	
            
	
            	
            	
            	
            	
            	4.0 to 1	 	0.350%	
            	0.080%
	
            	
            	
            	
            	
            	but less than 5.0 to 1	
            	
            	
            	
            
	
            	  	
            	
            	
            	
            	
            	
            	
            	
            
	
            	V)	
            	>A-	
            	greater than or equal to	
            	
            	
            	
            
	
            	
            	
            	
            	
            	5.0 to 1	
            	0.300%	
            	0.070%


    


         3. Utilization Fee. Section 2.10 of the Credit Agreement is
hereby amended and restated to read as follows:

     

         2.10. Utilization Fee. For each day on which Utilization
exceeds 50% of the Total Commitment as in effect on such day, there shall be a
utilization fee payable (the “Utilization Fee”) to the Administrative Agent for the
ratable account of the Banks, on the aggregate amount of all Revolving Credit
Loans (including Swingline Loans) outstanding on such day. The Utilization Fee
shall be computed for each such day at the rate of 0.10% per annum and shall be
payable quarterly in arrears on the last day of March, June, September and
December of each year and on the Revolving Credit Maturity Date. The
Administrative Agent shall, at least three (3) Business Days prior to the last
day of each quarter, provide to the Borrower an estimated invoice reflecting the
estimated amount of the Utilization Fee due for such quarter, which estimate
shall be updated by the Administrative Agent on the last day of such
quarter.

     

    - 3 -

     

    

    
    


     

         4. Letter of Credit Fees. Table 2 in Section 2.19(c) is hereby
amended and restated to read as follows:

     

    
      	                         
    	Table 2
	          
	 
	
            	Level	     	Rating	     	
            	     	Standby	     	Documentary
	
            	
            	
            	
            	
            	Adjusted Interest	
            	Letter of	
            	Letter of
	
            	
            	
            	
            	
            	Coverage Ratio	
            	Credit
      Fee	 	Credit Fee
	
            	I)	
            	<BBB-	
            	less than 2.5 to 1	
            	0.900%	
            	0.200%
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            
	
            	II)	
            	BBB-	
            	greater than or equal to	
            	
            	
            	
            
	
            	
            	
            	
            	
            	2.50 to 1	
            	
            	
            	
            
	
            	
            	
            	
            	
            	but less than 3.0 to 1	 	0.625%	
            	0.200%
	
            	  	
            	
            	
            	
            	
            	
            	
            	
            
	
            	III)	
            	BBB	
            	greater than or equal to	
            	
            	
            	
            
	
            	
            	
            	
            	
            	3.0 to 1	
            	0.450%	
            	0.200%
	
            	
            	
            	
            	
            	but less than 4.0 to 1	 	
            	
            	
            
	
            	  	
            	
            	
            	
            	
            	
            	
            	
            
	
            	IV)	 	BBB+	
            	greater than or equal to	
            	
            	
            	 
	
            	
            	
            	
            	
            	4.0 to 1	
            	0.350%	
            	0.200%
	
            	
            	
            	
            	
            	but less than 5.0 to 1	 	
            	
            	
            
	
            	
            	
            	
            	
            	  	
            	
            	
            	
            
	
            	V)	
            	>A-	
            	greater than or equal to	
            	
            	
            	
            
	
            	
            	
            	
            	
            	5.0 to 1	
            	0.300%	
            	0.200%


    


         5. Increase in Total
Commitment. A new
Section 2.21 is hereby added to the Credit Agreement to read as
follows:

     

         2.21. Increase in Total
Commitment.
(a) Request for Increase. Provided (i) there exists no Default or
Event of Default, (ii) the Borrower has delivered to the Administrative Agent
evidence that the increase contemplated by this Section 2.21 has been duly
authorized by all necessary corporate action, and (iii) the Borrower has
delivered to the Administrative Agent a legal opinion of in-house or special
counsel with respect to due corporation authorization of the increase
contemplated by this Section 2.21, then, upon notice to the Administrative Agent
(which shall promptly notify the Banks), the Borrower may from time to time
request an increase in the Total Commitment by an amount not exceeding
$200,000,000 in the aggregate for all such requests; provided that the Borrower may make a maximum of
three such requests. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within
which each Bank is requested to respond (which shall in no event be less than
ten Business Days from the date of delivery of such notice to the
Banks).

     

    - 4 -

     

    

    
    


     

         (b) Bank Elections to
Increase. Each Bank
shall notify the Administrative Agent within such time period whether or not it
agrees to increase its Revolving Credit Commitment and, if so, whether by an
amount equal to, greater than, or less than its Revolving Credit Commitment
Percentage of such requested increase. Any Bank not responding within such time
period shall be deemed to have declined to increase its Revolving Credit
Commitment.

     

         (c) Notification by Administrative Agent;
Additional Banks. The
Administrative Agent shall notify the Borrower and each Bank of the Banks’
responses to each request made hereunder. In the event that the aggregate amount
of the increases agreed to by the Banks (including those Banks willing to agree
to an increase in their Revolving Credit Commitments in amounts greater than
their Revolving Credit Commitment Percentages) is less than the amount of
increase requested by the Borrower, then, to achieve the full amount of the
requested increase, the Borrower may also invite additional Eligible Assignees
approved by the Administrative Agent to become Banks pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent and its
counsel. 

     

         (d) Effective Date and
Allocations. If the
Total Commitment is increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the effective date (the
“Increase Effective
Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify the
Borrower and the Banks of the final allocation of such increase and the Increase
Effective Date.

     

         (e) Conditions to Effectiveness of
Increase. As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower and each Significant
Subsidiary, dated as of the Increase Effective Date (in sufficient copies for
each Bank), signed by the chief financial officer or treasurer of the Borrower
and each such Significant Subsidiary, (i) certifying and attaching the
resolutions adopted by such entity approving or consenting to such increase, and
(ii) in the case of the Borrower, certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained in
Section IV of the Agreement, and the
representations and warranties in each other Loan Document, are true and correct
on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for
purposes of this Section 2.21, the representations and warranties
contained in Section 4.7 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 5.1, and (B) no Default or Event of Default
exists. The Borrower shall prepay any Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the
outstanding Loans ratable with any revised Revolving Credit Commitment
Percentages arising from any change in the Revolving Credit Commitments under
this Section.

     

    - 5 -

     

    

    
    


     

         (f) Swingline Commitment. The amount of the Swingline Commitment
shall be increased pro rata in connection with any increase in the Total
Commitment made pursuant to this Section 2.21. 

     

         (g) Conflicting Provisions. This Section shall supersede any
provisions in Section 8.5(b) or 9.8(a) to the contrary. 

     

         6. Financial Reporting. Sections 5.1(a) and 5.1(f) of the
Credit Agreement are hereby amended and restated to read as follows:


     

         (a) as soon as available, but in any event
within 90 days after the end of each fiscal year of the Borrower, (i) a
Consolidated balance sheet as of the end of, and a related Consolidated
statement of income, Consolidated statement of stockholders’ equity and
consolidated statement of cash flows for, such year, prepared in accordance with
GAAP and audited and certified without qualification by Deloitte & Touche
LLP or another “Big Four” accounting firm, and (ii) accompanied, to the extent
such an opinion is required by applicable law or otherwise delivered to the
Board of Directors or a committee thereof, by a copy of the opinion of such
accounting firm assessing the Borrower’s internal controls over financial
reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing
Standard No. 2 and Section 404 of the Sarbanes-Oxley Act of 2002; 

     

         (f) immediately (i) upon the Borrower’s
determination at any time of the occurrence or existence of any Internal Control
Event, (ii) upon the Borrower’s obtaining knowledge of the determination by the
independent accounting firm providing the opinion referenced in Section
5.1(a)(ii) (in connection with its preparation of such opinion), of the
occurrence or existence of any Internal Control Event; and/or (iii) upon the
Borrower’s becoming aware of the existence of any condition or event that
constitutes a Default or Event of Default, written notice of the event or
determination specified in clauses (i), (ii) or (iii) specifying the nature and
duration thereof and the action being or proposed to be taken with respect
thereto, and (iv) upon receipt thereof, copies of any notice (whether formal or
informal) of any cancellation or termination of any insurance maintained by any
member of the Borrower Affiliated Group; 

     

         7. Indebtedness. A new Section 6.1(e) is hereby added to
the Credit Agreement to read as follows:

     

         (e) Indebtedness of up to $150,000,000 in
respect of a private placement financing to be arranged by Banc of America
Securities LLC and scheduled to close on or around July 31, 2006. 

     

    - 6 -

     

    

    
    



         8. Permitted Encumbrances. Section 6.4(h) of the Credit Agreement
is hereby amended and restated to read as follows: 

     

         (h) Security interests and liens securing
charges or obligations of the Borrower Affiliated Group in amounts not to exceed
$25,000,000 in the aggregate outstanding at any time in addition to those
Encumbrances permitted under subsections (a) through (g) of this Section, provided, however, that with respect to purchase money
liens securing the purchase price of capital assets (including rights of lessors
under capital leases), (A) each such Encumbrance is given solely to secure the
purchase price of, or the lease obligations relating to, such asset, does not
extend to any other property and is given at the time or within 30 days of the
acquisition of such asset, and (B) the Indebtedness secured thereby does not
exceed the lesser of the cost of such asset or its fair market value at the time
such security interest attaches; and 

     

         9 Amendments, Waivers,
Etc. Section 9.8 of
the Credit Agreement is hereby renumbered as Section 9.8(a) and a new Section
9.8(b) is hereby added to read as follows: 

     

         (b) If any Bank does not consent to a proposed
amendment, waiver, consent or release with respect to any Loan Document that
requires the consent of each Bank and that has been approved by the Majority
Banks, the Borrower may replace such non-consenting Bank in accordance with
Section 9.18; provided that such amendment, waiver, consent or
release can be effected as a result of the assignment contemplated by such
Section (together with all other such assignments required by the Borrower to be
made pursuant to this paragraph). 

     

         10. Replacement of Banks. A new Section 9.18 is hereby added to
the Credit Agreement to read as follows: 

     

         9.18 Replacement of Banks. If any Bank is a Delinquent Bank, or if
the Borrower has the right to replace a Bank pursuant to Section 9.8(b), then the Borrower may,
at its sole expense and effort, upon notice to such Bank and the Administrative
Agent, require such Bank to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by,
Section 9.10), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations to an Eligible Assignee (which assignee may
be another Bank, if a Bank accepts such assignment), provided that:


     

         (a) if the assignee is not a Bank, such assignee
shall be satisfactory to the Administrative Agent in its reasonable discretion
and the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 9.10(iv); 

     

         (b) such Bank shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents (including any amounts under Section 2.16) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts); and

     

    - 7 - 

     

    

    
    


     

         (c) such assignment does not conflict with
applicable laws. 

     

    A Bank shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Bank or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply. 

     

         11. Schedule 1. Schedule 1 is hereby amended and restated in its
entirety in the form attached as Schedule 1 hereto. 

     

         C.
Representations and
Warranties. When the
Borrower signs this Amendment, the Borrower represents and warrants to the
Administrative Agent and each Bank that: (a) there is no event which is, or with
notice or lapse of time or both would be, a Default or Event of Default under
the Credit Agreement, (b) Exhibits B and C to the Credit Agreement are hereby
updated and restated in the form attached as Exhibits B and C hereto, (c) the representations and
warranties in the Credit Agreement, as qualified by Exhibits B and C hereto, are true as of the date of this
Amendment as if made on the date of this Amendment except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct as of such earlier date, and except
that for purposes of this Section C, the representations and warranties
contained in Section 4.7 of the Credit Agreement shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 5.1 of the Credit Agreement, (d) as of the
date hereof, neither the Borrower nor any member of the Borrower Affiliated
Group has any counterclaims, offsets, credits or defenses to the Loan Documents
and the performance of their respective obligations thereunder, (e) this
Amendment does not conflict with any law, agreement, or obligation by which the
Borrower or any member of the Borrower Affiliated Group is bound, (f) the
Borrower and each member of the Borrower Affiliated Group have taken all
necessary corporate action to authorize the execution, delivery and performance
of this Amendment (other than any corporate action needed to authorize an
increase in the Total Commitment under the new Section 2.21 being added to the
Credit Agreement by this Amendment), (g) this Amendment has been duly executed
by the Borrower, and this Amendment and the Credit Agreement as amended hereby
constitute the Borrower’s legal, valid and binding obligations, enforceable in
accordance with their respective terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors’ rights generally, and except as the remedy of specific performance
or of injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought, and (h) the execution, delivery and
performance of this Amendment, and the Credit Agreement as amended hereby, do
not require any approval or consent of, or filing or registration with, any
governmental or other agency or authority, or any other party. 

     

         D.
Expenses. The Borrower
will pay all reasonable and documented out-of-pocket costs and expenses incurred
by the Administrative Agent, the Arrangers and their agents in connection with
the preparation, documentation, syndication, negotiation, execution and
administration of the Amendment including, but not be limited to, legal,
syndication and direct out-of-pocket expenses. In addition, the Borrower will
reimburse the Administrative Agent for the reasonable and documented cost of
conducting UCC searches with respect to the Borrower and each Significant
Subsidiary within 30 days following the date of the Amendment. This Section D is in addition to, and not in
replacement of, Section 9.2 of the Credit
Agreement.

     

    - 8 - 

     

    

    
    


     

         E.
Conditions
Precedent. This
Amendment will be effective as of July 28, 2006 assuming that the Administrative
Agent shall have received: 

     

         (i) counterparts of this Amendment, duly
executed on behalf of each of the Borrower, the Administrative Agent, the
Co-Arrangers, and each of the Banks;

     

         (ii) evidence that the execution, delivery and
performance by the Borrower of this Amendment have been duly authorized (other
than any authorization needed to initiate an increase in the Total Commitment
under the new Section 2.21 being added to the Credit Agreement by this
Amendment); 

     

         (iii) a legal opinion of counsel to the Borrower
in form and substance satisfactory to the Administrative Agent; and


     

         (iv) payment of the fees required by the Fee
Letter. 

     

         F.
Effect of
Amendment. Except as
expressly modified and amended in this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect, and
the obligations of the Borrower hereunder and under the Credit Agreement and the
other Loan Documents are hereby ratified and confirmed and shall remain in full
force and effect. 

     

         G.
Counterparts. This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument. 

     

         H.
Governing Law. This
Amendment and the Credit Agreement as amended hereby shall be governed by and
construed in accordance with the laws of the State of New York. 

     

         I.
Termination of Revolving Credit
Commitments of Certain Banks. Each of the
parties hereto acknowledges and agrees that the Revolving Credit Commitments of
KeyBank National Association, Guaranty Bank, and Israel Discount Bank of New
York shall be terminated simultaneously with the effectiveness of this
Amendment. Southtrust Bank’s Revolving Credit Commitment has been succeeded to
by Wachovia Bank, National Association (“Wachovia”), and Wachovia’s Revolving
Credit Commitment reflects the combined Revolving Credit Commitments of both
Banks. KeyBank National Association, Guaranty Bank, and Israel Discount Bank of
New York are each executing this Amendment solely for purposes of consenting to
the amendments contemplated hereby to the extent required by the existing Credit
Agreement and for purposes of acknowledging and effecting the termination of
their respective Revolving Credit Commitments. 

     

    [signature pages following beginning on next page] 

     

    - 9 - 

     

    

    
    



        IN WITNESS WHEREOF,
the parties have caused this Amendment No. 1 to be executed by their duly
authorized officers as of the day and year first above written.

     

    
      	
            	The
      Borrower:	
            
	
            	  	
            
	
            	ROSS STORES, INC.	
            
	
            	 	
            
	
            	By:  	/s/ J.
    Call	
            
	
            	
            	Name:	John G. Call	
            
	
            	
            	Title:	Senior Vice President, Chief Financial Officer	
            
	 	
            	
            	and Corporate Secretary	
            
	
            	
            	
            	 	
            
	
            	The Administrative
      Agent:	
            
	
            	 	
            
	
            	BANK OF AMERICA, N.A.,	
            
	
            	as Administrative Agent, and
      individually	
            
	
            	as a Bank	
            	
            
	
            	  	
            	
            
	
            	By:	/s/ Stephen J.
      Garvin	
            
	
            	
            	Name:     	Stephen J. Garvin	
            
	
            	
            	Title:	Managing Director	
            


    


    Consent of
Guarantors:

     

    Each of the
undersigned has guaranteed the Obligations under (and as defined in) the Credit
Agreement referred to herein pursuant to a Subsidiary Guarantee dated as of July
20, 2006 (the “Guarantee”) The undersigned hereby absolutely and unconditionally
(i) reaffirms the Guarantee, (ii) consents and agrees to the terms and
conditions of this Amendment No. 1 to the Credit Agreement, and (iii) consents
and agrees to any increase in the amount of the Total Commitment pursuant to
Section 5 of this Amendment No. 1.

     

    ROSS DRESS FOR
LESS, INC.

     

    
      	By:  	/s/ J.
    Call
	
            	Name:     	John G. Call
	
            	Title:	Senior Vice President, Chief Financial
Officer


    


    ROSS PROCUREMENT,
INC.

     

    
      	By:  	/s/ J.
    Call
	
            	Name:     	John G. Call
	
            	Title:	Senior Vice President, Chief Financial
Officer


    


    -10 -

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	WACHOVIA BANK, NATIONAL
      ASSOCIATION
	
            	as a Bank, in its capacity as
      Syndication Agent,
	
            	and in its capacity as successor to
      Southtrust Bank
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Tom Harper	
            
	
            	
            	Name: Tom Harper	
            
	
            	
            	Title: Managing
      Director              
      	
            


    


    -11 -

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	JPMorgan Chase Bank,
  N.A.,
	
            	successor by merger to Bank One,
      NA,
	
            	as a Bank, and in its capacity as
      Co-Documentation Agent
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Jason A. Rastovski	
            
	
            	
            	Name: Jason A.
      Rastovski             
      	
            
	
            	
            	Title: Vice President	
            


    


    - 12 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	BNP PARIBAS
	
            	as a Bank, and in its capacity as
      Co-Documentation Agent
	
            	   	
            
	
            	   	
            
	 	By:  	      /s/ Katherine Wolfe	
            
	
            	
            	Name: Katherine Wolfe	
            
	
            	
            	Title: Managing
      Director              
      	
            
	
            	
            	 	
            
	
            	
            	  	
            
	
            	By:  	      /s/ Sandy Bertram	
            
	
            	
            	Name: Sandy Bertram	
            
	
            	
            	Title: Vice President	
            


    


    - 13 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	WELLS FARGO BANK,
	
            	as a Bank, and in its capacity as
      Co-Documentation Agent
	
            	   	
            
	
            	   	
            
	 	By:  	      /s/ Gavin S. Holles	
            
	
            	
            	Name: Gavin S.
      Holles              
      	
            
	
            	
            	Title: Vice President	
            


    


    - 14 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	BANC OF AMERICA SECURITIES
      LLC
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Mark M. Andrew	
            
	
            	
            	Name: Mark M.
      Andrew              
      	
            
	
            	
            	Title: Principal	
            


    


    - 15 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	WACHOVIA CAPITAL MARKETS,
    LLC
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Tom Harper	
            
	
            	
            	Name: Tom Harper	
            
	
            	
            	Title: Managing
      Director              
      	
            


    


    - 16 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	BANK OF THE WEST
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Fred Vela	
            
	
            	
            	Name: Fred
      Vela              
      	
            
	
            	
            	Title: RM	
            


    


    - 17 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	UNION BANK OF CALIFORNIA,
      N.A.
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Theresa L. Rocha	
            
	
            	
            	Name: Theresa L.
      Rocha              
      	
            
	
            	
            	Title: Vice President	
            


    


    - 18 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	U.S. BANK NATIONAL
      ASSOCIATION
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Gregory L. Dryden	
            
	
            	
            	Name: Gregory L.
      Dryden              
      	
            
	
            	
            	Title: SVP	
            


    


    - 19 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	KEYBANK NATIONAL
    ASSOCIATION
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Marianne T. Meil	
            
	
            	
            	Name: Marianne T. Meil	
            
	
            	
            	Title: Senior Vice
      President              
      	
            


    


    - 20 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	NATIONAL CITY BANK
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Michael J. Durbin	
            
	
            	
            	Name: Michael J. Durbin	
            
	
            	
            	Title: Senior Vice
      President              
      	
            


    


    - 21 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	SUNTRUST BANK
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Steven A. Deily	
            
	
            	
            	Name: Steven A. Deily	
            
	
            	
            	Title: Managing
      Director              
      	
            


    


    - 22 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	THE BANK OF NEW YORK
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Michael Flannery	
            
	
            	
            	Name: Michael Flannery	
            
	
            	
            	Title: Managing
      Director              
      	
            


    


    - 23 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	GUARANTY BANK
	
            	  	
            
	
            	  	
            
	 	By:  	      /s/ Daniel K. Guth	
            
	
            	
            	Name: Daniel K. Guth	
            
	
            	
            	Title: Senior Vice
      President              
      	
            


    


    - 24 - 

     

    

    
    



    Counterpart
signature page to 
Amendment No. 1 
dated as of July 28, 2006 
to
Amended and Restated 
Revolving Credit Agreement, 
among Ross Stores,
Inc.,
Bank of America,
N.A., as Administrative Agent, 
and certain other Lending
Institutions

     

     

     

    
      	
            	ISRAEL DISCOUNT BANK OF NEW
      YORK
	
            	   	
            
	
            	   	
            
	 	By:  	      /s/ Paul Verdi	
            
	
            	
            	Name: Paul Verdi	
            
	
            	
            	Title: Vice President	
            
	
            	
            	   	
            
	
            	
            	 	
            
	
            	By:  	      /s/ David A. Acosta	
            
	
            	
            	Name: David A. Acosta	
            
	
            	
            	Title: First Vice
      President              
      	
            


    


    - 25 - 

     

    

    
    



    Joinder to 
to Amended and Restated 
Revolving Credit Agreement,

dated as of March 31, 2004, 
as amended by Amendment No. 1, 
dated as
of July 28, 2006, 
among Ross Stores, Inc., 
Bank of America, N.A., as
Administrative Agent, 
and certain other Lending Institutions

     

        By executing this
Joinder, the undersigned hereby becomes a party to the Credit Agreement, as
amended by this Amendment No. 1, with the rights and obligations of a Bank
thereunder, and with the Commitment Amount and Revolving Credit Commitment
Percentage set forth on Schedule 1 to this Amendment.

     

        IN WITNESS WHEREOF,
the undersigned has caused this Joinder Amendment to be executed by its duly
authorized officers as of the day and year first above written.

     

    
      	
            	CITICORP USA, INC.	
            
	
            	  	
            
	 	By:  	      /s/ James M. Buchanan	
            
	
            	
            	Name: James M.
      Buchanan                     
      	
            
	 	
            	Title: Vice President	
            


    


    ACKNOWLEDGED AND
CONSENTED TO:

     

    The Administrative
Agent

     

    BANK OF AMERICA,
N.A.

     

    
      	By:  	      /s/ Stephen J.
  Garvin
	
            	Name:      	Stephen J.
      Garvin                 
      
	
            	Title:	Managing Director  


    


    The Borrower:

     

    ROSS STORES,
INC.

     

    
      	By:  	      /s/ J.
      Call                                     	 
	
            	Name:   	John G. Call
	
            	Title:	Senior Vice President, Chief
      Financial Officer
	
            	
            	and Corporate
  Secretary


    


    -26 -

     

    

    
    



    SCHEDULE 1

     

        Revolving Credit Commitments and Revolving
Credit Commitment Percentages

     

    
      	
            	
            	
            	Commitment	             	Commitment
	1)	         	Bank	Amount	
            	Percentage
	
            	
            	Bank of America, N.A.	$89,750,000*	 	14.9583%
	
            	
            	40 Broad Street	
            	
            	
            
	
            	
            	Boston, MA 02109	
            	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	Wachovia Bank, National	$89,750,000	
            	14.9583%
	
            	
            	Association	
            	
            	
            
	
            	
            	1 South Broad Street	
            	
            	
            
	
            	
            	8th Floor, PA4843	
            	
            	 
	
            	
            	Philadelphia, PA 19107	
            	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	JPMorgan Chase Bank, N.A.	$67,500,000	
            	11.2500%
	
            	
            	21 South Clark Street	
            	
            	
            
	
            	
            	Chicago, IL 60670	
            	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	Union Bank of California,
      N.A.	$65,000,000	
            	10.8333%
	
            	
            	350 California Street	
            	
            	
            
	
            	
            	San Francisco, CA 94104	
            	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	Wells Fargo Bank	$60,000,000	
            	10.0000%
	
            	
            	555 Montgomery Street	 	
            	
            
	
            	
            	San Francisco, CA 94104	
            	 	
            
	
            	
            	  	
            	
            	
            
	
            	
            	U.S. Bank National
      Association	$50,500,000	
            	8.4167%
	
            	
            	7th & Washington	
            	
            	
            
	
            	
            	St. Louis, MO 63101	
            	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	Citicorp USA, Inc.	$50,000,000	
            	8.3333%
	
            	
            	233 South Wacker Drive	
            	
            	
            
	
            	
            	86th Floor	
            	
            	
            
	
            	
            	Chicago, IL 60606	
            	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	BNP Paribas	$42,500,000	
            	7.0833%
	
            	
            	1 Front Street	
            	
            	
            
	
            	
            	San Francisco, CA 94111	
            	
            	
            


    


    -27 -

     

    

    
    



    
      	            	National City Bank	$25,000,000	             	4.1667%
	
            	155 E. Broad Street	
            	
            	
            
	
            	Columbus, Ohio 43251-0077	
            	
            	
            
	
            	 	
            	
            	
            
	
            	SunTrust Bank	$25,000,000	
            	4.1667%
	
            	303 Peachtree Street	
            	
            	
            
	
            	Atlanta, GA 30308	
            	
            	
            
	
            	  	
            	
            	
            
	
            	The Bank of New York	$20,000,000	
            	3.3333%
	
            	One Wall Street	
            	
            	 
	
            	New York, NY 10286	
            	 	
            
	
            	  	
            	
            	
            
	
            	Bank of the West	$15,000,000	
            	2.5000%
	
            	180 Montgomery Street,
      25th Floor	
            	
            	
            
	
            	San Francisco, CA 94111	
            	
            	
            
	
            	  	
            	
            	
            
	
            	TOTAL	$600,000,000	
            	100.00%


    


               Swingline
Commitment

     

    
      	           
    	
            	
            	Commitment	             	Commitment
	 	Bank	
            	Amount	
            	Percentage
	
            	Bank of America, N.A.	 	$60,000,000	 	100.00%
	
            	40 Broad Street	
            	
            	
            	
            
	
            	Boston, MA 02109	
            	
            	
            	
            


    


    -28 -

     

    

    
    



    EXHIBIT B

     

    INDEBTEDNESS;
ENCUMBRANCES

     

    6.1(d) Indebtedness of the Borrower as of
the Closing Date

     

    
      	       	1.	       	$70 million obligation under ten year synthetic lease agreement,
      expiring July 2013 (classified as “debt” per loan covenants)
	
            	 
	
            	2.	
            	$17.2 million obligations under various two year synthetic leases,
      related to POS equipment, expiring from November 2006 to December 2007
      (classified as “debt” per loan covenants)


    

     

    6.2(b.) Guarantees (Standby Letters of
Credit) of the Borrower as of the Closing Date

     

    
      	Issuer
      (Beneficiary)	Amount	       	Expiry
  Date
	Bank of Butterfield (Green Island
      Reinsurance Pool)	6,629,079	
            	1/1/2007
	 	
            	
            	
            
	Fleet Bank (Ace American Insurance
      Company)	413,309	
            	9/26/2006
	 	
            	
            	
            
	Fleet Bank (Old Republic Insurance
      Company)	52,112,986	 	5/5/2007
	 	
            	
            	
            
	Fleet Bank (Lumbermens Mutual
      Casualty Company)	73,000	
            	5/7/2007
	 	
            	
            	
            
	Bank of America (XL Specialty
      Insurance Company)	4,975,000	
            	1/31/2007


    


    6.4(b)
Encumbrances

     

    $17.2 million
obligations under various two year synthetic leases, expiring from November 2006
to December 2007, in respect of certain POS equipment

     

    -29 -

     

    

    
    



    EXHIBIT C

     

    DISCLOSURE

     

    4.1 Borrower Affiliated Group (at Closing
Date)

     

    
      	Affiliate	
            	Federal Tax ID#	           
    	State of
    Incorporation
	Ross Stores, Inc.	
            	94-1390387	
            	Delaware
	 	
            	
            	
            	
            
	Ross Dress for Less,
      Inc.	
            	20-0594333	 	Virginia
	 	
            	
            	
            	
            
	Ross Merchandising,
      Inc.	
            	20-0583163	
            	Delaware
	 	
            	
            	
            	
            
	Ross Procurement,
    Inc.	
            	87-0735640	
            	Delaware
	 	
            	
            	
            	
            
	Retail Assurance Group
      LTD.	
            	98-0126155	
            	Bermuda


    


    4.6 Franchises, Patents, Copyrights,
Etc.

     

        None to
report.

     

    4.10 Taxes

     

        The Borrower has
issued waivers of the statute of limitations, extending the time for completion
of certain tax audits, in the following jurisdictions:

     

    
      	Jurisdiction	                
    	Tax Period	                
    	Extended
  to
	North Carolina State	 	FY 2001 – 2003	 	August 15, 2006
	       (Income Tax)	
            	
            	
            	
            


    


    4.11
Litigation

     

        None to
report.

     

    4.12
Subsidiaries

     

        Ross Dress for Less,
Inc. is a Significant Subsidiary as of the Closing Date

     

    4.15 Environmental
Matters

     

        None to
report.

     

    -30 -

     

    

    
    



    4.20 Certain
Transactions 

     

    The Company paid
$0.1 million, $1.6 million and $4.0 million for children’s apparel purchases at
fair market value from The Gymboree Corporation in fiscal 2005, 2004 and 2003,
respectively. Stuart G. Moldaw, a director and Chairman Emeritus of the Company,
is also Chairman Emeritus of The Gymboree Corporation. 

     

    - 31 -