<PAGE>
                                                       Date: August 31, 1995
                                                       ---------------------

To:  The Mitsubishi Bank, Limited


                                    GUARANTEE


          The maximum amount guaranteed      Three Hundred Million Japanese Yen
          The term of this guarantee         Valid Until August 21, 1996

     In regard to any and all obligations the Principal presently owes and/or
may owe your Bank as a result of transactions at any time until the date set
forth above provided for in Article 1 of the Agreement of Bank Transactions as
well as the terms set forth below with regard to the performance of any such
obligations:
     1. Even if you Bank changes or releases the security or other guarantees at
your Bank's convenience, the Guarantor shall not claim exemption from the
obligations.
     2. The Guarantor shall not effect a setoff by any of the Principal's
deposits or credits with your Bank.
     3.If and when the Guarantor performs any obligations of this guarantee, the
Guarantor shall not exercise any rights obtained from your Bank by subrogation
without the prior approval of your bank so long as transactions between the
Principal and your Bank continue.  Upon your Bank's demand, the Guarantor shall
assign such rights and priority to your Bank without compensation.
     4. In cases in which the Guarantor has given or gives in the future any
other guarantee in regard to any of the Principal's obligations to your Bank,
the total amount of the obligations guaranteed shall, unless otherwise agreed,
be the aggregate of such guarantees, and this guarantee shall not affect any
such other guarantees.

                         The Principal:      Signature:
     ---------
                                             Full Name:
      Revenue
       Stamp                                 Address:

     ----------          The Guarantor:      Signature: /s/

                                             Full Name: William T. Wall

                                             Address:  Novellus Systems, Inc.
                                                       81 Vista Montana
                                                       San Jose, CA 95134

(All questions that may arise within or without courts of law in regard to the
meaning of the words, provisions and stipulations of the Agreement shall be
decided in accordance with the Japanese text.)
                                                                       [GRAPHIC]


<PAGE>


------
COPY
------
                                                            Date      ,19
                                                            --------------------
TO:  THE MITSUBISHI BANK, LIMITED

                         AGREEMENT ON BANK TRANSACTIONS


I/We do hereby agree to the terms and conditions set forth in the following
Articles in regard to my/our transactions with your Bank:

Article 1 (Scope of Application)

     (1)  I/We shall abide by this Agreement pertaining to the performance of
          my/our obligations arising from loans against Bills of Exchange
          (hereinafter referred to as "Bills"), discounts of Bills and Notes,
          loans by deed, overdrafts, acceptances and guarantees, foreign
          exchanges, and any and all other transactions.

     (2)  Even in cases in which your Bank has, through your Bank's transactions
          with any third party, acquired Bills and Notes drawn, endorsed,
          accepted, accepted by intervention, or guaranteed by me/us, I/we shall
          also abide by this Agreement pertaining to the performance of my/our
          obligations evidenced by such Bills and Notes.

Article 2 (Obligations in Bills and Notes and Money Borrowed)

     In cases in which your Bank has granted me/us loans accompanied by Bills
     and Notes, your Bank may demand from me/us the payment of my/our
     obligations arising from the loans by exercising your Bank's rights either
     on the Bills and Notes or on the loans.

Article 3  (Interest, Damages, etc.)

     (1)  In regard to the stipulations concerning the rates of interest,
          discount charges, guarantee fees, handling commissions and rebates of
          any thereof, and also concerning the time and method of payment
          thereof, I/we shall agree, in the event of changes in the financial
          situation or any other reasonable and probable causes arising, to the
          revision of the stipulations to those in the range prevailing
          generally

     (2)  In case I/we fail to perform any obligations which I/we owe your Bank,
          I/we shall pay your Bank damages at the rate of 14% annum for the
          amount payable.  In this case the calculation will be made the actual
          number of days on a 365-day basis.

Article 4 (Security)

     (1)  In cases in which a reasonable and probable cause necessitates the
          preservation of your Bank's rights, I/we shall upon demand forthwith
          furnish to your Bank such security or additional security, or such
          guarantors or additional guarantors as may be approved by your Bank.

     (2)  Any and all security which has been furnished and that to be furnished
          in the future to your Bank for specific obligations shall constitute
          security that covers and secures not only such obligations, but also
          any and all other obligations which I/we at present or in the future
          may owe your Bank.

     (3)  Your Bank may collect or dispose of security in the manner, at the
          time, and for the price, etc. generally deemed proper, not necessarily
          following the procedures prescribed by law, and deduct expenses from
          the proceeds and appropriate the remainder to the payment of my/our
          obligations regardless of the priority prescribed by law; and in the
          event any obligations still remain, I/we shall pay them forthwith.

     (4)  In cases in which I/we fail to perform any obligations which I/we owe
          your Bank. Your Bank may collect or dispose of my/our movables, Bills
          and Notes, and other instruments and securities in your Bank's
          possession' and in such cases, I/we shall agree to your Bank's
          handling the matter mutatis mutandis in the manner set forth in the
          preceding Paragraph.


                                       -3-
<PAGE>

Article 5 (Acceleration of Payment)

     (1)  In case any one of the following events occurs to me/us, any and all
          obligations I/we owe your Bank shall immediately become due and
          payable without any notice or demand, etc. from your Bank: and I/we
          shall pay such obligations forthwith;

          1.   When I/we have become unable to pay debts or application or
               petition is submitted for bankruptcy, commencement of composition
               of creditors, commencement of corporate reorganization
               proceedings, commencement of company arrangement, or commencement
               of special liquidation.

          2.   When the Clearing House in observance of its rules takes
               procedures for suspension of my/our transactions with banks and
               similar institutions.

          3.   When order or notice of provisional attachment. preservative
               attachment or attachment is dispatched in respect of my/our or
               the guarantor's deposits and/or any other credits with your Bank.

          4.   When my/our whereabouts become unknown to your Bank due to my/our
               failure to notify your Bank of change of my/our address or any
               other causes attributable to me/us.

     (2)  In any of the following cases, upon your Bank's demand, any and all
          obligations I/we owe your Bank shall immediately become due and
          payable; and I/we shall pay them forthwith:

          1.   When I/we fail to pay any of my/our obligations to your Bank when
               it is due.
          2.   When property offered to your Bank as security is attached or
               public auction procedure is commenced in respect of such
               property.
          3.   When I/we violate the stipulation of any transactions with your
               Bank.
          4.   When the guarantor fails under any one of the items of the
               preceding items, when a reasonable and probable cause
               necessitates the preservation of your Bank's rights.
          5.   In addition to each of the preceding items, when a reasonable and
               probable cause necessitates the preservation of your Bank's
               rights.

Article 6 (Repurchase of Discounted Bills and Notes)

     (1)  In cases in which I/we have has Bills and Notes discounted by your
          Bank and any one of the items in Paragraph (1) of the preceding
          Article occurs to me/us, then pertaining to all such Bills and Notes,
          or in cases in which the principal obligators of my/our discounted
          Bills and Notes fail to pay them on due dates or any one of the items
          in Paragraph (1) of the preceding Article occurs to the principal
          obligators, them pertaining to the Bills and Notes wherein such
          persons are the principal obligates.  I/we shall assume as a matter of
          course the repurchasing obligations for the face value of my/our
          discounted Bills and Notes without any notice or demand, etc. form
          your Bank; and I/we shall pay them forthwith.

     (2)  In cases other than those provided for in the preceding Paragraph, in
          which a reasonable and probable cause necessitates the preservation of
          your Bank's rights pertaining to the Bills and Notes which your Bank
          has discounted, I/we shall assume, upon your Bank's demand, the
          repurchasing obligations for the face value of my/our discounted Bills
          and Notes; and I/we shall pay them forthwith.

     (3)  As long as I/we do not perform the obligations set forth in the 
          preceding two paragraphs, your Bank may exercise any and all rights 
          as holder of the Bills and Notes.

Article 7 (Deductions in Accounts)

     (1)  In cases in which I/we must perform any obligations owed to your 
          Bank because they become due or because they become due or because of
          acceleration of payment or because I/we have assumed the

                                       -4-
<PAGE>


          repurchasing obligations or because your Bank has acquired the right
          of claiming compensation from me/us or for any other causes, your Bank
          may set off against any such obligations at any time any of my/our
          deposits and/or any other credits with your Bank irrespective of the
          due dates of such deposits and/or other credits.

     (2)  In cases in which your Bank is able to effect a setoff as mentioned in
          the preceding paragraph, your Bank may also obtain withdrawals from
          my/our deposits in lieu of my/our doing so, and may appropriate any
          such withdrawals to payments of my/our obligations, omitting any
          advance notice and also not adhering to established procedures.

     (3)  In cases in which your Bank makes any deductions in accounts according
          to the provisions of the preceding two Paragraphs, interest on my/our
          credits and obligations, discount charges and damages, etc. shall be
          calculated up to the date on which the actual calculation is made by
          your Bank for the purpose of deductions and the rate of interest and
          tariffs shall be in accordance with those fixed by your Bank: and with
          regard to the foreign exchange rate, the rate quoted at your Bank at
          the time when the actual calculation is made by your Bank shall apply.

Article 7-2 (Ditto)

     (1)  I/we may set off any obligations I/we owe your Bank against my/our
          deposits and/or any other credits with your Bank which have become
          due, even when such obligations have not yet become due.

     (2)  When I/we effect a setoff under the provision of the preceding
          Paragraph with regard to the Bills and Notes which your Bank has
          discounted and assigned to a third party.

     (3)  With regard to my/our credits or obligations in foreign currency or in
          free yen, I/we may  not, notwithstanding the provisions of the
          preceding two paragraphs, effect a setoff until and unless they have
          become due and procedures required under foreign exchange laws and
          regulations have been completed for them.

     (4)  In cases in which I/we effect a setoff under the provisions of the
          preceding three Paragraphs, a notice of the setoff shall be made in
          writing and I/we shall affix my/our seal impression (or signature)
          which has previously been filed with our Bank to the certificate or
          passbook representing my/our obligations and submit the same to your
          Bank Forthwith.
     (5)  In cases in which I/we effect a setoff, interest on my/our credits and
          obligations, discount charges and damages, etc. shall be calculated up
          to the date on which my/our notice charges and damages, etc. shall be
          calculated up to the date on which my.our notice of the setoff arrives
          at your Bank, and the rate of interest and tariffs shall be in
          accordance with those fixed by your Bank;  and with regard to the
          foreign exchange rate, the rate quoted at your Bank at the time when
          the actual calculation is made by your Bank for the purpose of setoffs
          shall allow.  If there is an agreement providing for special charges
          payable when obligations are paid prior to their due dates, I/we shall
          abide by such agreement.

Article 8  (Presentment and Delivery of Bills and Notes)

     (1)  In cases in which there exist Bills and Notes pertaining to my/our
          obligations, and your Bank makes deductions in accounts as set forth
          in Article 7 without exercising your Bank's rights on the Bills and
          Notes, your Bank need not simultaneously return to me/us any such
          Bills and Notes.

     (2)  In cases in which there exist Bills and Notes which your Bank returns
          to me/us as a result


                                       -5-
<PAGE>


          of deductions in accounts made by your Bank or me/us under the
          preceding two Articles.  I/we shall appear at your Bank to receive
          such Bills and Notes without delay: provided.  however, that if such
          Bills and Notes have not yet become due, your Bank may collect them
          without returning them to me/us.

     (3)  In cases in which your Bank makes deductions in accounts as set froth
          in Article 7 by exercising their rights on the Bills and Notes, your
          Bank need not present nor deliver any such Bills and Notes to me.us in
          the cases enumerated below; and as for my/our receiving such Bills and
          Notes, the provisions of the preceding paragraph shall alloy mutatis
          mutandis:

          1.  When your Bank does not know my/our whereabouts.
          2.  When I/we have designated your Bank as the place at which Bills
              and Notes are made payable.
          3.  When it is deemed difficult to dispatch the Bills and Notes.
          4.  When it is deemed that presentment or delivery of the Bills and
              Notes can not be made for unavoidable reasons as use for
              collections, etc.

     (4)  In cases in which any of my/our obligations which require immediate
          performance still exist after a deduction in accounts has been
          effected as provided for in the preceding two Articles, and there also
          exist obligators on the Bills and Notes besides me/us, your Bank may
          appropriate the proceeds to the payment of my/our obligations.

Article 9 (Designation of Appropriation)

     (1)  In the event I/we made payments of your Bank made deductions in
          accounts as provided for in Article 7, and if in such cases the amount
          of such payments made by me/us or my/our deposits and any other
          credits with your Bank are insufficient to liquidate all of my/our
          obligations, your bank may appropriate the amount of such payments or
          such deposits and other credits to satisfy my/our obligations in such
          order and in such manner as your Bank deems proper and I/we shall
          raise no objection to such appropriation.

Article 9-2 (Ditto)

     (1)  In the event I/we effect a setoff in accordance with Article 7-2, and
          if in such case my/our deposits and any other credits with your Bank
          are insufficient to liquidate all of my/our obligations, I/we may
          appropriate such deposits and other credits to satisfy my/our
          obligations in such order and in such manner as I/we designate.

     (2)  In the event I/we fail to designate the order and manner of
          appropriation under the preceding Paragraph, your bank may appropriate
          my/our deposits and other credits with your Bank to satisfy my/our
          obligations in such order and in such manner as your Bank deems proper
          and I/we shall raise no objection to such appropriation.

     (3)  In the event my/our designation under Paragraph (1) is likely to
          interfere with the preservation of your Bank's rights, your Bank may,
          upon lodging an objection thereto without delay, appropriate my/our
          deposits and other credits with your Bank to satisfy my/our
          obligations in such order and in such manner as your Bank designates
          taking into consideration whether or not the obligations are secured
          or guaranteed and if secured or guaranteed, the extent of coverage of
          such security or guarantee, the degree of difficulty or disposition of
          such security their due dates prospects for settlement of discounted
          Bills and Notes, etc.

     (4)  In case of appropriation by your Bank under the preceding two
          Paragraphs, your Bank may designate the order and manner or
          appropriation on the assumption that my/our obligations which are in
          fact not due have become due or that I/we have assumed the


                                       -6-
<PAGE>

     repurchasing obligations with regard to the Bills and Notes which your Bank
     has discounted and which have not yet become due or that I/we have assumed
     in advance the obligations to compensate your Bank with regard to the
     acceptances and guarantees.

Article 10 (Assumption of Risks, Hold Harmless Clause, etc.)

     (1)  in cases in which Bills and Notes which I/we have furnished to your
          Bank are lost, destroyed, damaged or delayed in arrival due to
          unavoidable circumstances such as incidents, calamities, accidents
          during transit, etc., I /we shall pay my/our obligations as recorded
          on your Bank's nooks, vouchers, etc. and further, upon your Banks's
          demand, I/we shall forthwith furnish your Bank with substitute Bills
          and Notes or instruments.  I/we shall make no claim whatsoever against
          your Bank with regard to losses and damages arising in such cases.

     (2)  In cases in which security which I/we have furnished to your Bank is
          lost or damaged due to unavoidable circumstances as set forth in the
          preceding Paragraph.  I/we shall make no claim whatsoever against your
          Bank.

     (3)  Even if your Bank's rights on Bills and Notes are ineffective due to
          lack of legal requirements in the Bills and Notes, or due to
          invalidating entries thereon, or if your Bank's rights on the Bills
          and Notes lapse die to inadequacy in the procedures for preservation
          of your Bank's rights, I/we shall be liable for the face value of such
          Bills and Notes.

     (4)  In transactions in which your Bank has deemed my/our seal impression
          (or signature) genuine after checking with reasonable care the seal
          impression (or signature) on Bills and Notes or instruments against
          my/our seal impression (or specimen signature) filed with your Bank,
          I/we shall bear any losses and damages arising from forgery,
          alteration, wrongful use of Bills and Notes, instruments or seals (or
          signatures) and shall be liable in accordance with the terms of any
          such Bills and Notes or instruments.

     (5)  I/We shall bear the expenses incurred in exercising or preserving your
          Bank's rights against me/us, or in collecting or disposing of any
          security: and I/we shall also bear any expenses required in the event
          I/we request your Bank to cooperate with me/us for the preservation of
          my/our rights.

Article II (Changes in Matters Filed)

     (1)  In cases of a change in the matters filed with your Bank such as
          my/seal (or signature), name, trade name, representative, address,
          etc., I/we shall forthwith notify your Bank thereof in writing.

     (2)  In any case any notice given by your Bank or any documents, etc.
          dispatched by your Bank are delayed or fail to reach me/us because of
          my/our failure to notify your Bank in accordance with the preceding
          Paragraph, the notice or documents, etc. shall be deemed to have
          arrived at the time they normally should have arrived.

Article 12 (Report and Investigation)

     (1)  Upon your Bank's demand, I/we shall forthwith submit to your Bank
          reports pertaining to my/our assets and liabilities, management or the
          state of business; and I/we shall forthwith submit to your bank
          reports thereof even in the absence of your Bank's demand.

     (2)  In cases in which material change has occurred or is likely to 
          occur pertaining to my/our assets and liabilities, management or 
          the state of business, I/we shall forthwith submit to your Bank 
          reports thereof even in the absence of your Bank's demand.

Article 13 (Applicable Offices)

     (1)  I/we agree that all of the terms and conditions of this Agreement
          shall apply equally to all of our transactions with your Bank's head
          office and branch offices.


                                       -7-
<PAGE>

Article 14 (Jurisdiction by Agreement)

     In the event the institution of a lawsuit in connection with a transaction
     covered by this Agreement becomes necessary, I/we shall agree that the
     Court having the jurisdiction in the locale in which the head office 
     or _________________ branch office of your Bank is situated shall be the
     competent Court.

     ----------               Signature :

      Revenue                 Full Name :
       Stamp
                              Address   :
     ----------

     (All questions that may arise within or without courts of law in regard to
     the meaning of the words, provisions and stipulations of this Agreement
     shall be decided in accordance with the Japanese text.)



                                       -8-
<PAGE>


                     CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT


STATE OF CALIFORNIA      }
                         }         s.s.
COUNTY OF SANTA CLARA    }


ON THIS 31ST DAY OF AUGUST, 1995 BEFORE ME, R.E. STANDISH, NOTARY PUBLIC,
PERSONALLY APPEARED WILLIAM J. WALL --------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

/ /  PERSONALLY KNOWN TO ME-OR -/ /PROVED TO ME ON THE BASIS OF SATISFACTORY
                                        EVIDENCE TO BE THE PERSON /S WHOSE
                                        NAME /S IS/ARE SUBSCRIBED TO THE WITHIN
                                        INSTRUMENT AND ACKNOWLEDGED TO ME THAT
                                        HE/SHE/THEY EXECUTED THE SAME IN 
                                        HIS/HER/THEIR AUTHORIZED CAPACITIES, AND
                                        THAT HIS/ HER/ THEIR SIGNATURE /S ON THE
    [SEAL]                              INSTRUMENT THE PERSON /S OR THE ENTITY
                                        UPON BEHALF OF WHICH THE PERSON /S ACTED
                                        EXECUTED THE INSTRUMENT.
     
     
     
     
                                        WITNESS MY HAND AND OFFICIAL SEAL.
                                        /S/ R.E STANDISH
                                        ----------------------------------------
          (SEAL)                             R.E. STANDISH NOTARY PUBLIC


     THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:

TITLE OR TYPE OF DOCUMENT   GUARANTEE
                         ----------------------------------------------------
NUMBER OF PAGES   SIX (6)     DATE OF DOCUMENT   AUGUST 31, 1995
               --------------                --------------------------------

SIGNERS OTHER THAN NAMED ABOVE
                              -----------------------------------------------

/X/  INDIVIDUAL     /X/  CORPORATE OFFICER(S)   TITLES(S)   C.F.O
                                                       ----------------------
/ /  PARTNERS            / /  LIMITED
                         / /  GENERAL

/ /  ATTORNEY - IN - FACT

/ /  TRUSTEE(S)          / /  TRUSTOR(S)               / /BENEFICIARY/S/

/ /  GUARDIAN/CONSERVATOR

/ /  OTHER:
          ------------------------------------------------------
                                                                 [LOGO]
SIGNER IS REPRESENTING:   NOVELLUS
                      -------------------------------------------


<PAGE>


RESOLVED, that this Corporation, Novellus Systems, Inc.  is hereby authorized to
 give a letter of guarantee for a loan extended to its subsidiary, Nippon
Novellus Systems, KK by the Mitsubishi Bank, LTD.  Naruse Branch 2-2
Minaminaruse, 1-chome Machida, Tokyo 194 Japan.

                        CORPORATE SECRETARY'S CERTIFICATE

     I, WILLIAM J. WALL, Secretary of NOVELLUS SUSTEMS, INC., a corporation
organized and existing under the laws of the State of CALIFORNIA (the
"Corporation"), hereby certify that the foregoing is a full, true and correct
copy of resolutions of the Board of Director of the Corporation, duly and
regularly adopted by the Board of Directors of the Corporations in all respects
as required by law and the by-laws of the Corporation on JULY 21, 1995, at a
meeting at which a quorum of the Board of Directors of the Corporation was
present and the requisite number of such directors voted in favor of said
resolutions, or by the unanimous consent in writing of all members of the Board
of Directors of the Corporation to the adoption of said resolutions.

     I further certify that said resolutions are still in full force and effect
and have not been amended or revoked, and that the specimen signatures appearing
below are  the signatures of the officers authorized to sign for the Corporation
by virtue of such resolutions.

     IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the
Corporation, and affixed the corporate seal of the Corporation, on JULY 21,
1995.


                                        /s/William J. Wall
                                        ----------------------------
                                        SIGNATURE      SECRETARY OF

                                        Novellus Systems, Inc.
                                        ----------------------------
                                   AFFIX
                               CORPORATE
                               SEAL HERE  A California   CORPORATION
                                        ----------------------------