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                     THIRD AMENDMENT TO CREDIT AGREEMENT

     This THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment"), dated as 
of April 28, 1995, is entered into by and between NOVELLUS SYSTEMS, INC. 
("Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION 
("Bank").


                                   RECITALS

     A.   The Bank and the Borrower are parties to a Credit Agreement dated 
as of June 23, 1992, as amended by a First Amendment to Credit Agreement 
dated May 1, 1993, and as amended by a Second Amendment to Credit Agreement 
dated April 30, 1994 (the "Credit Agreement"), pursuant to which the Bank has 
extended certain credit facilities to the Borrower and its subsidiaries.

     B.   The Borrower has requested that the Bank agree to certain amendments
to the Credit Agreement.

     C.   The Bank is willing to amend the Credit Agreement, subject to the
terms and conditions of this Third Amendment.

               NOW, THEREFORE, for valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Bank and Borrower mutually 
agree to amend said Credit Agreement as follows:


               1.   DEFINED TERMS.  Unless other wise defined herein, 
capitalized terms used herein shall have meanings, if any, assigned to them 
in the Credit Agreement.

               2.   AMENDMENTS TO CREDIT AGREEMENT.

                    (a)  Paragraph 1.1 of the Credit Agreement is hereby 
amended by replacing the phrase "April 30, 1995" with the phrase "April 30, 
1996".

                    (b)  Paragraph 1.2 (a) of the Credit Agreement is hereby 
amended by replacing the phrase "April 30, 1995" with the phrase "April 30, 
1996".

                    (c)  Paragraph 1.3 (f) of the Credit Agreement is hereby 
amended by replacing the phrase "April 30, 1995" with the phrase "April 30, 
1996".

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                    (d)  Paragraph 1.4 (f) of the Credit Agreement is hereby
amended by replacing the phrase "April 30, 1995" with the phrase "April 30,
1996".

                    (e)  Paragraph 1.5 (c)(i) of the Credit Agreement is hereby
amended by replacing the phrase "April 30, 1995" with the phrase "April 30,
1996".

                    (f)  Paragraph 1.6 (b)(i) of the Credit Agreement is hereby
amended by replacing the phrase "October 31, 1995" with the phrase "October 31,
1996".

                    (g)  Paragraph 1.7 (b)(i) of the Credit Agreement is hereby
amended by replacing the phrase "April 30, 1996" with the phrase "April 30,
1997".

                    (h)  Paragraph 1.10 of the Credit Agreement is hereby
amended by replacing the phrase "April 30, 1995" with the phrase "April 30,
1996" in all three places.

               3.   REPRESENTATIONS AND WARRANTIES.  The Borrower hereby
represents and warrants to the Bank as follows:

                    (a)  No Event of Default or event which with the giving 
of notice, the lapse of time, or both, would be an Event of Default, has 
occurred and is continuing.

                    (b)  The execution, delivery, and performance by the 
Borrower of this Third Amendment have been duly authorized by all necessary 
corporate and other action and do not and will not require any registration 
with, consent or approval of, notice to or action by, any person (including 
any governmental agency) in order to be effective and enforceable.  The 
Credit Agreement as amended by this Third Amendment constitutes the legal, 
valid, and binding obligations of the Borrower, enforceable against the 
Borrower in accordance with its terms, without defense, counterclaim or 
offset.

                    (c)  All representations and warranties of the Borrower 
contained in the Credit Agreement are true and correct.

                    (d)  The Borrower is entering into this Third Amendment 
on the basis of its own investigation and for its own reasons, without 
reliance upon the Bank or any other person.

               4.   EFFECTIVE DATE.  This Third Amendment will become effective
on April 28, 1995 (the "EFFECTIVE DATE") PROVIDED that each of the following
conditions precedent has been satisfied:

                    (a)  The Bank has received from the Borrower a duly executed
original of this Third Amendment.

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                    (b)   The Bank has received from the Borrower a copy of a
resolution passed by the board of directors of the Borrower, certified by the
Secretary or Assistant Secretary of the Borrower as being in full force and
effect on the date hereof, authorizing the execution, delivery and performance
of this Amendment.

                    (c)  Borrower has paid Bank a non-refundable facility fee of
Five Thousand U.S. Dollars (U.S.$5,000), calculated at the rate of one quarter
of one percent (.25%) on Two Million U.S. Dollars (U.S.$2,000,000).

               5.   RESERVATION OF RIGHTS.  The Borrower acknowledges and agrees
that the execution and delivery by the Bank of this Third Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Bank to execute
similar amendments under the same or similar circumstances in the future.

               6.   MISCELLANEOUS.

                    (a)  Except as herein expressly amended, all terms,
covenants, and provisions of the Credit Agreement are and shall remain in full
force and effect and all references therein to such Credit Agreement shall
henceforth refer to the Credit Agreement as amended by this Third Amendment. 
This Third Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement.

                    (b)  This Third Amendment shall be binding upon and inure to
the benefit of the parties hereto and thereto and their respective successors
and assigns.  No third party beneficiaries are intended in connection with this
Third Amendment.

                    (c)  This Third Amendment shall be governed by and construed
in accordance with the law of the State of California (without regard to
principles of conflicts of laws).

                    (d)   This Third Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

                    (e)   This Amendment may not be amended except in writing
executed by the Borrower and the Bank.

                    (f)   If any term or provision of this Third Amendment shall
be deemed prohibited by or invalid under any applicable law, such provision
shall be invalidated without affecting the remaining provisions of this Third
Amendment or the Credit Agreement, respectively.

                    (g)  Borrower covenants to pay to or reimburse the Bank,
upon demand, all cost and expenses (including allocated cost of in-house
counsel) incurred in

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connection with the development, preparation, negotiation, execution and 
delivery of this Third Amendment.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Third 
Amendment as of the date first above written.


Bank of America National Trust          Novellus Systems, Inc.
and Savings Association

By: /s/ Stephen L. Parry                By: /s/ W. J. Wall
    --------------------------------        ---------------------------------
Stephen L. Parry
Vice President                          Title: Vice President and Chief
                                               Financial Officer
                                               --------------------------------

                                        By: /s/ John P. Root
                                            -----------------------------------
                                        Title: Product Line Financial Manager
                                               --------------------------------






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