0001206774-14-002845 Sample Contracts

Ross Stores, Inc.
Underwriting Agreement • September 18th, 2014 • Ross Stores Inc • Retail-family clothing stores • New York

Ross Stores, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 3.375% Senior Notes due 2024 (the “Notes”). J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

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ROSS STORES, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 18, 2014 SENIOR DEBT SECURITIES
Indenture • September 18th, 2014 • Ross Stores Inc • Retail-family clothing stores • New York

THIS INDENTURE, dated as of September 18, 2014, is entered into by and between ROSS STORES, INC. a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (the “Trustee”).

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