##### 








---



##### 



TABLE OF CONTENTS
 PageSECTION1. DEFINITIONS
    
    
    11.1
    
    Defined Terms
    
    
    11.2
    
    Other Definitional Provisions
    
    
    21SECTION 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS
    
    
    212.1
    
    Revolving Commitments
    
    
    212.2
    
    Procedure for Revolving Loan Borrowing
    
    
    232.3
    
    Commitment Fees, etc.
    
    
    232.4
    
    Termination or Reduction of Revolving Commitments
    
    
    242.5
    
    Optional Prepayments
    
    
    242.6
    
    Conversion and Continuation Options
    
    
    252.7
    
    Limitations on Eurodollar Tranches
    
    
    252.8
    
    Interest Rates and Payment Dates
    
    
    262.9
    
    Computation of Interest and Fees
    
    
    262.10
    
    Inability to Determine Interest Rate
    
    
    272.11
    
    Pro Rata Treatment and Payments
    
    
    272.12
    
    Requirements of Law
    
    
    292.13
    
    Taxes
    
    
    302.14
    
    Indemnity
    
    
    322.15
    
    Change of Lending Office
    
    
    332.16
    
    Replacement of Lenders
    
    
    332.17
    
    Swine Line Loans
    
    
    332.18
    
    Sharing of Payments by Lenders
    
    
    362.19
    
    Cash Collateral
    
    
    37SECTION 3. REPRESENTATIONS AND WARRANTIES
    
    
    373.1
    
    Financial Condition
    
    
    373.2
    
    No Change
    
    
    383.3
    
    Existence; Compliance with Law
    
    
    383.4
    
    Power; Authorization; Enforceable Obligations
    
    
    383.5
    
    No Legal Bar
    
    
    393.6
    
    Litigation
    
    
    393.7
    
    No Default
    
    
    393.8
    
    Ownership of Property
    
    
    393.9
    
    Intellectual Property
    
    
    393.10
    
    Taxes
    
    
    393.11
    
    Federal Regulations
    
    
    403.12
    
    ERISA
    
    
    403.13
    
    Investment Company Act; Other Regulations
    
    
    403.14
    
    Subsidiaries
    
    
    403.15
    
    Use of Proceeds
    
    
    403.16
    
    Environmental Matters
    
    
    403.17
    
    Accuracy of Information, etc
    
    
    41




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##### 



3.18
    
    Solvency
    
    
    42SECTION 4. CONDITIONS PRECEDENT
    
    
    424.1
    
    Conditions to Initial Extension of Credit
    
    
    424.2
    
    Conditions to Each Extension of Credit
    
    
    43SECTION 5. AFFIRMATIVE COVENANTS
    
    
    435.1
    
    Financial Statements
    
    
    435.2
    
    Certificates; Other Information
    
    
    445.3
    
    Intentionally Omitted
    
    
    465.4
    
    Maintenance of Existence; Compliance
    
    
    465.5
    
    Maintenance of Property; Insurance
    
    
    465.6
    
    Inspection of Property; Books and Records; Discussions
    
    
    465.7
    
    Notices
    
    
    465.8
    
    Additional Subsidiaries
    
    
    47SECTION 6. NEGATIVE COVENANTS
    
    
    476.1
    
    Financial Covenants
    
    
    476.2
    
    Fundamental Changes
    
    
    476.3
    
    Lines of Business
    
    
    486.4
    
    Liens
    
    
    486.5
    
    Investments
    
    
    496.6
    
    Indebtedness
    
    
    516.7
    
    Dispositions
    
    
    516.8
    
    Restricted Payments
    
    
    516.9
    
    Transactions with Affiliates and Insiders
    
    
    52SECTION 7. EVENTS OF DEFAULT
    
    
    52SECTION 8. THE ADMINISTRATIVE AGENT
    
    
    558.1
    
    Appointment and Authority
    
    
    558.2
    
    Rights as a Lender
    
    
    558.3
    
    Exculpatory Provisions
    
    
    558.4
    
    Reliance by Administrative Agent
    
    
    568.5
    
    Delegation of Duties
    
    
    568.6
    
    Resignation of Administrative Agent
    
    
    578.7
    
    Non-Reliance on Administrative Agent and Other Lenders
    
    
    578.8
    
    No Other Duties; Etc
    
    
    588.9
    
    Administrative Agent May File Proofs of Claim
    
    
    588.10
    
    Guaranty Matters
    
    
    58SECTION 9. MISCELLANEOUS
    
    
    599.1
    
    Amendments and Waivers
    
    
    599.2
    
    Notices
    
    
    609.3
    
    No Waiver; Cumulative Remedies
    
    
    629.4
    
    Survival of Representations and Warranties
    
    
    629.5
    
    Payment of Expenses; Payments Set Aside
    
    
    629.6
    
    Successors and Assigns; Participations and Assignments
    
    
    649.7
    
    Set-off
    
    
    689.8
    
    Counterparts
    
    
    68




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##### 



9.9
    
    Severability
    
    
    699.10
    
    Integration
    
    
    699.11
    
    GOVERNING LAW; JURISDICTION; ETC.
    
    
    699.12
    
    Treatment of Certain Information; Confidentiality
    
    
    709.13
    
    WAIVERS OF JURY TRIAL
    
    
    719.14
    
    USA Patriot Act
    
    
    719.15
    
    California Judicial Reference
    
    
    719.16
    
    No Advisory or Fiduciary Relationship
    
    
    72SECTION 10. GUARANTY
    
    
    7210.1
    
    The Guaranty
    
    
    7210.2
    
    Obligations Unconditional
    
    
    7310.3
    
    Reinstatement
    
    
    7410.4
    
    Certain Additional Waivers
    
    
    7410.5
    
    Remedies
    
    
    7410.6
    
    Rights of Contribution
    
    
    7410.7
    
    Additional Guarantor Waivers and Agreements
    
    
    7410.8
    
    Guarantee of Payment; Continuing Guarantee
    
    
    75




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##### 



Agreement Novellus Borrower Lenders
  SECTION 1. DEFINITIONS
 1.1 Defined Terms .
  Administrative Agent
 Administrative
Agents Office
 Administrative Questionnaire
 Affiliate
 Agreement
 Applicable Margin Section
5.2(b)




---



##### 



Consolidated
    
    
    Commitment
    
    
    Eurodollar
    
    
    Base RatePricing Tier
    
    Leverage Ratio
    
    
    Fee
    
    
    Loans
    
    
    Loans1
    
    
    >2.5:1.0
    
    
    
    0.20
    %
    
    
    1.00
    %
    
    
    0.00
    %2
    
    >1.5:1.0 but<
    
    
    0.15
    %
    
    
    0.75
    %
    
    
    0.00
    %2.5:1.03
    
    
    <1.5:1.0
    
    
    
    0.10
    %
    
    
    0.50
    %
    
    
    0.00
    %
 Section 5.2(b) provided however Section 5.2(b) Section 5.2(b)
 Approved Fund
  Assignment and Assumption Section
9.6(b)
 Attributable
Indebtedness
 Bank of America
 2




---



##### 



BAS
 Base Rate plus
 Base Rate Loans
 Board
 Borrower
 Borrower Materials
 Borrowing Date
 Business
 Business Day provided
 Capital Stock
 Cash Collateral
 Cash Equivalents
 3




---



##### 



Change of Control
 option right
  4




---



##### 



Closing Date
 Code
 Commitment
Fee
 Commonly Controlled Entity
 Compliance Certificate
 Consolidated Current Liabilities
 Consolidated EBITDA minus
 Consolidated Funded Debt
 5




---



##### 



Consolidated Leverage Ratio
 Consolidated Net Income provided
 Consolidated Total Assets
 Contractual Obligation
 Default
 Defaulting Lender
 Disposition Dispose provided
 6




---



##### 



Dollars $
 Domestic Subsidiary
 Eligible Assignee
 Environmental Laws
 ERISA
 Eurocurrency Reserve Requirements
 Eurodollar Base Rate BBA LIBOR, X
 7




---



##### 



Eurodollar Loans
 Eurodollar Rate
 Eurodollar Rate
    
    =
    
    Eurodollar Base Rate1.00  Eurocurrency Reserve Requirements
 Eurodollar Tranche
 Event of Default provided
 Existing Credit Agreement
 Federal Funds Rate
 Fee Letter
 Fee Payment Date
 Foreign Subsidiary
 Fund
 8




---



##### 



Funded Debt
           9




---



##### 



Funding Office
 GAAP Section 6.1 Section 3.1.
 Governmental Authority
 Group Members
 Guarantee Obligation guaranteeing person
 10




---



##### 



Guarantors
 Guaranty
 Indebtedness
 Information
 11




---



##### 



Insolvency
 Insolvent
 Intellectual Property
 Interest Payment Date
 Interest Period provided
    12




---



##### 



Investment
 Involuntary Disposition
 Joinder Agreement
 Lenders Lender
 License and Manufacturing Transactions
 Lien
 Loan
 Loan Documents
 13




---



##### 



Loan Notice
 Loan Parties Loan Party
 Marketable Securities
 Material Adverse Effect
 Materials of Environmental Concern
 Material Subsidiary
 Moodys
 Multiemployer Plan
 Non-Excluded Taxes
 Non-Guarantor Subsidiary
 Non-U.S. Lender
 Note Notes
 Novellus
 14




---



##### 



Novellus China
 Novellus Japan
 Novellus Singapore
 Obligations
 Other Taxes
 Participant
 PBGC
 Permitted Acquisitions provided
 15




---



##### 



Person
 Plan
 Platform
 Priority Debt Amount plus plus provided
 Properties
 Public Lender
 Qualified Receivables Transaction
 16




---



##### 



Quick Assets
 Quick Ratio
 Receivables
 Receivables Documents
 Receivables Program Assets
 Receivables Related Assets
 Register
 Regulation U
 Related Parties
 Reorganization
 17




---



##### 



Reportable Event
 Required Lenders
 Requirement of Law
 Responsible Officer
 Restricted Payment
 Revolving Commitment
 Revolving Commitment Period
 Revolving Extensions of Credit
 Revolving Loans
 Revolving Note
 18




---



##### 



Revolving Percentage
 Revolving
Termination Date
 S&P
 Sarbanes-Oxley
 SEC
 Securitization Transaction
 Single
Employer Plan
 Solvent
 Subsidiary
 19




---



##### 



Swap Agreement provided
 Swing Line Section 2.17
 Swing Line Borrowing
 Swing Line Lender
 Swing Line Loan
 Swing Line Note
 Swing Line Loan Notice
 Swing Line Sublimit
 Total Revolving Commitments
 Total Revolving Extensions of Credit
 Transferee
 Type
 United States
 20




---



##### 



Voting Stock
 1.2 Other Definitional Provisions .
      SECTION 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS
 2.1 Revolving Commitments .
 Revolving Loans provided however
 21




---



##### 



plus
  provided
      22




---



##### 



2.2 Procedure for Revolving Loan Borrowing .
 provided Section 2.2
  2.3 Commitment Fees, etc .
 23




---



##### 



Commitment Fee times
  2.4 Termination or Reduction of Revolving Commitments . provided
 2.5 Optional Prepayments .
 provided,
 provided
 24




---



##### 



2.6 Conversion and Continuation Options .
 provided provided
 provided provided, further,
 2.7 Limitations on Eurodollar Tranches .
 25




---



##### 



2.8 Interest Rates and Payment Dates.
    provided
 2.9 Computation of Interest and Fees.
  26




---



##### 



2.10 Inability to Determine Interest Rate .
   2.11 Pro Rata Treatment and Payments .
    27




---



##### 



28




---



##### 



2.12 Requirements of Law .
      29




---



##### 



provided
 2.13 Taxes .
 Non-Excluded Taxes provided however
 30




---



##### 



Non-U.S. Lender
  31




---



##### 



provided
 provided,
  2.14 Indemnity . over
 32




---



##### 



2.15 Change of Lending Office . provided provided further
 2.16 Replacement of Lenders . provided
 2.17 Swing Line Loans .
 The
Swing Line Swing Line Loan provided however plus provided further
 33




---



##### 



times
 Borrowing Procedures
 Refinancing of Swing Line Loans
  34




---



##### 



Section 2.17(c)(i) Section 2. 17(c)(i)
 Section 2.17(c) Section 2.17(c)(i)
 Section 2.1(c) provided however Section 2.17(c) Section 4.2
 35




---



##### 



Repayment of Participations
  plus
 Interest
for Account of Swing Line Lender Section 2.17
 Payments
Directly to Swing Line Lender
 Repayment
of Swing Line Loans
 2.18 Sharing of Payments by Lenders .
 pro rata provided
  36




---



##### 



2.19 Cash Collateral .
  SECTION 3 REPRESENTATIONS AND WARRANTIES
  3.1 Financial Condition .
 37




---



##### 



3.2 No Change .
 3.3 Existence; Compliance with Law .
 3.4 Power; Authorization; Enforceable Obligations .
 38




---



##### 



3.5 No Legal Bar .
 3.6 Litigation .
 3.7 No Default .
 3.8 Ownership of Property .
 3.9 Intellectual Property .
 3.10 Taxes .
 39




---



##### 



3.11 Federal Regulations .
 3.12 ERISA .
 3.13 Investment Company Act; Other Regulations .
 3.14 Subsidiaries .
 3.15 Use of Proceeds .
 3.16 Environmental Matters .
  40




---



##### 



3.17 Accuracy of Information, etc .
 41




---



##### 



3.18 Solvency .
 SECTION 4. CONDITIONS PRECEDENT
 4.1 Conditions to Initial Extension of Credit .
 Credit Agreement
 Financial Statements
 Approvals
 Fees
 Closing
Certificate; Certified Certificate of Incorporation; Good Standing
Certificates
 42




---



##### 



Legal Opinions
 Existing Credit Agreement
 4.2 Conditions to Each Extension of Credit .
 Representations and Warranties
 No Default
  SECTION 5. AFFIRMATIVE COVENANTS
  5.1 Financial Statements .
  43




---



##### 



5.2 Certificates; Other Information .
    44




---



##### 



provided i.e.
 (i.e., provided however,
 45




---



##### 



5.3 Intentionally Omitted .
 5.4 Maintenance of Existence; Compliance .
 5.5 Maintenance of Property; Insurance . (
 5.6 Inspection of Property; Books and Records; Discussions . ( provided
 5.7 Notices .
    46




---



##### 



5.8 Additional Subsidiaries . Sections 4.1(e)
 SECTION 6. NEGATIVE COVENANTS
  6.1 Financial Covenants .
   6.2 Fundamental Changes .
 47




---



##### 



6.3 Lines of Business .
 6.4 Liens .
 provided
  provided
    48




---



##### 



6.5 Investments
   49




---



##### 



50




---



##### 



6.6 Indebtedness .
   6.7 Dispositions .
 6.8 Restricted Payments .
 provided however
 51




---



##### 



provided,
  6.9 Transactions with Affiliates and Insiders .
 SECTION 7. EVENTS OF DEFAULT
  52




---



##### 



provided,
  53




---



##### 



54




---



##### 



SECTION 8. THE ADMINISTRATIVE AGENT
 8.1 Appointment and Authority .
 8.2 Rights as a Lender .
 8.3 Exculpatory Provisions .
  provided
 55




---



##### 



8.4 Reliance by Administrative Agent .
 8.5 Delegation of Duties .
 56




---



##### 



8.6 Resignation of Administrative Agent . provided
  8.7 Non-Reliance on Administrative Agent and Other Lenders .
 57




---



##### 



8.8 No Other Duties; Etc .
 8.9 Administrative Agent May File Proofs of Claim .
     8.10 Guaranty Matters .
 58




---



##### 



SECTION 9. MISCELLANEOUS
 9.1 Amendments and Waivers . provided further,
    provided however,
   59




---



##### 



provided however
 9.2 Notices .
 Notices Generally
 Schedule 9.2;
   60




---



##### 



Electronic Communications provided provided
 provided
 The Platform Agent Parties provided however,
 Change of Address, Etc
 61




---



##### 



Reliance by Administrative Agent and Lenders
 9.3 No Waiver; Cumulative Remedies .
 9.4 Survival of Representations and Warranties .
 9.5 Payment of Expenses; Payments Set Aside .
 Costs and Expenses
 62




---



##### 



Indemnification by the Loan Parties Indemnitee provided
 Reimbursement by Lenders provided
 63




---



##### 



Waiver of Consequential Damages, Etc
 Payments
 Survival
 Payments Set Aside.
 9.6 Successors and Assigns; Participations and Assignments .
 Successors and Assigns Generally
 64




---



##### 



Assignments by Lenders. provided
 Minimum Amounts
   Required Consents.
 65




---



##### 



Assignment and Assumption provided however,
 No Assignment to Borrower
 No Assignment to Natural Persons
  Register
 66




---



##### 



Register
 Participations Participant provided provided provided
 Limitation on Participant Rights
 Certain Pledges provided
 67




---



##### 



Electronic Execution of Assignments
 Resignation as Swing Line Lender after Assignment provided however,
 9.7 Set-off . provided
 9.8 Counterparts .
 68




---



##### 



9.9 Severability .
 9.10 Integration .
 9.11 GOVERNING LAW; JURISDICTION; ETC .
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD
REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
 (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
 69




---



##### 



OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.
 (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.
 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 9.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
 9.12 Treatment of Certain Information; Confidentiality .
  70




---



##### 



provided
  9.13 WAIVERS OF JURY TRIAL .
 9.14 USA Patriot Act .
 9.15 California Judicial Reference . provided Section 11.04
 71




---



##### 



9.16 No Advisory or Fiduciary Relationship .
 SECTION 10. GUARANTY
 10.1 The Guaranty .
 72




---



##### 



10.2 Obligations Unconditional .
       73




---



##### 



10.3 Reinstatement .
 10.4 Certain Additional Waivers .
 10.5 Remedies .
 10.6 Rights of Contribution .
 10.7 Additional Guarantor Waivers and Agreements .
 74




---



##### 



10.8 Guarantee of Payment; Continuing Guarantee .
  75




---



##### 



BORROWER:
    
    NOVELLUS SYSTEMS, INC.,
a California corporationBy:
    
    /s/ William H. KurtzWilliam H. KurtzExecutive Vice President and Chief Financial OfficerGUARANTORS:
    
    NOVELLUS SYSTEMS INTERNATIONAL, INC.,
a California corporationBy:
    
    /s/ William H. KurtzWilliam H. KurtzPresidentNOVELLUS SYSTEMS HOLDING COMPANY,
a Delaware CorporationBy:
    
    /s/ William H. KurtzWilliam H. KurtzPresidentSPEEDFAM-IPEC CORPORATION,
a Delaware corporationBy:
    
    /s/ William H. KurtzWilliam H. Kurtz
PresidentNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT




---



##### 



ADMINISTRATIVE AGENT:
    
    BANK OF AMERICA, N.A.,
as Administrative AgentBy:
    
    /s/ Brenda H. LittleName: Brenda H. Little
Title: Assistant Vice PresidentNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT




---



##### 



LENDERS:
    
    BANK OF AMERICA, N.A.,
as Swing Line Lender and a LenderBy:
    
    /s/ Lee A. Merkle-Raymend

Name: Lee A. Merkle-Raymend
Title: Managing DirectorNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT




---



##### 



DEUTSCHE BANK AG NEW YORK BRANCH,
as a LenderBy:
    
    /s/ Yvonne TildenName: Yvonne Tilden
Title: Vice PresidentBy:
    
    /s/ Anca TrifanName: Anca Trifan
Title: DirectorNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT




---



##### 



.
    
    ABN AMRO BANK N.V.,
as a LenderBy:
    
    /s/ Dianne D. BarkleyName: Dianne D. Barkley 
Title: Managing DirectorBy:
    
    /s/ Tracy DziedzicName: Tracy Dziedzic
Title: Managing Director




---



##### 



MIZUHO CORPORATE BANK LTD.,
as a LenderBy:
    
    /s/ Bertram Tang
    
    `Name: Bertram TangTitle: Senior Vice President & Team LeaderNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT




---



##### 



UNION BANK OF CALIFORNIA, N.A.,
as a LenderBy:
    
    /s/ Allan B. Miner
    
    `Name: Allan B. MinerTitle: Vice PresidentNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT




---



##### 



BNP PARIBAS,
as a LenderBy:
    
    /s/ Stuart DarbyName:  Stuart DarbyTitle: Vice PresidentBy :
    
    /s/ Pierre- Nicholas RogersName: Pierre- Nicholas Rogers
Title: Managing Director




---



##### 



HSBC BANK USA, NATIONAL ASSOCIATION,
as a LenderBy:
    
    /s/ Jeffrey S. Hughes

Name: Jeffrey S. HughesTitle: Vice President & Senior Relationship ManagerNOVELLUS SYSTEMS, INC.
CREDIT AGREEMENT