<PAGE>   1
                                                                  EXHIBIT 10.1.3

                   SECOND AMENDMENT TO PARTICIPATION AGREEMENT


        THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment"),
dated as of September 26, 1997, is entered into by and among:

               (1) NOVELLUS SYSTEMS, INC., a California corporation ("Lessee");

               (2) LEASE PLAN NORTH AMERICA, INC., an Illinois corporation
        ("Lessor");

               (3) Each of the financial institutions listed in Schedule I to
        the Participation Agreement referred to in Recital A below
        (collectively, the "Participants"); and

               (4) ABN AMRO BANK, N.V., acting through its San Francisco
        International Branch, as agent for the Participants (in such capacity,
        "Agent").


                                    RECITALS

        A. Lessee, Lessor, the Participants and Agent are parties to a
Participation Agreement dated as of June 9, 1997, as amended by a letter
agreement dated as of June 20, 1997 and a First Amendment to Participation
Agreement dated as of August 28, 1997 (as so amended, the "Participation
Agreement").

        B. Lessee has requested Lessor, the Participants and Agent to amend the
Participation Agreement to increase the 364-Day Commitment and the Total
Commitment and to make certain other changes.

        C. Lessor, the Participants and Agent are willing so to amend the
Participation Agreement upon the terms and subject to the conditions set forth
below.


                                    AGREEMENT

        NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessee, Lessor, the Participants and Agent hereby agree as
follows:

        1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in Schedule 1.01 to the Participation
Agreement, as amended by this Amendment. The rules of 

<PAGE>   2
construction set forth in Schedule 1.02 to the Participation Agreement shall, to
the extent not inconsistent with the terms of this Amendment, apply to this
Amendment and are hereby incorporated by reference.

        2. AMENDMENTS TO PARTICIPATION AGREEMENT. Subject to the satisfaction of
the conditions set forth in paragraph 4 below, the Participation Agreement is
hereby amended as follows:

                     (a) Subparagraph 2.01(b) is amended by changing the date
              "June 9, 1999" appearing in clause (iv)(A) thereof to "June 7,
              1998".

                      (b) Subparagraph 2.01(c) is amended in its entirety as 
               ollows:

                      (c) Advance Limitations. The advances made by Lessor to
               purchase property under the Facilities (collectively, the
               "Acquisition Advances") and the Improvement/Expense Advances made
               by Lessor under Facility 2 (the Acquisition Advances and the
               Improvement/Expense Advances to be referred to collectively as
               the "Advances") shall be subject to the following limitations:

                             (i) The aggregate amount of all Acquisition
                      Advances made by Lessor under Facility 1 on account of all
                      Facility 1 Property shall not exceed the sum of all
                      Facility 1 Expiration Date Appraisals for such property;

                             (ii) The aggregate amount of all Advances made by
                      Lessor under Facility 2 on account of all Facility 2
                      Property shall not exceed the sum of all Facility 2
                      Expiration Date Appraisals for such property;

                             (iii) The aggregate amount of all Acquisition
                      Advances made by Lessor under Facility 1 on account of all
                      Facility 1 Property shall not exceed $25,000,000;

                             (iv) The aggregate amount of all Advances made by
                      Lessor under Facility 2 on account of all Facility 2
                      Property shall not exceed $145,000,000;

                             (v) The aggregate amount of all Advances made
                      during the period commencing on the date of this Agreement
                      and ending on the date 364 days thereafter (the "364-Day
                      Commitment Termination Date") shall not exceed One Hundred
                      Sixty-Five Million Dollars ($165,000,000) (the "364-Day
                      Commitment"); and

                             (vi) The aggregate amount of all Advances made
                      during the period commencing on the date of this Agreement
                      and ending on the Commitment Termination Date (such period
                      to be referred to as the 


                                       2
<PAGE>   3

                      "Commitment Period") shall not exceed One Hundred
                      Sixty-Five Million Dollars ($165,000,000) (the "Total
                      Commitment").

               Of the Total Commitment, Zero Dollars ($0) (the "Two-Year
               Commitment") is available after the 364-Day Commitment
               Termination Date. Each Advance under Facility 2 shall consist of
               a Tranche A Portion and a Tranche B Portion.

               (c) Subparagraph 2.11(a) is amended by changing clause (ii)
        thereof to read in its entirety as follows:

                      (ii) In addition to the Property Collateral for each
               Facility, the Lessee Obligations under each Facility may be
               secured, at Lessee's election, by a Cash Collateral Agreement in
               the form of Exhibit I, duly executed by Lessee (the "Cash
               Collateral Agreement") , and Cash Collateral delivered to Agent
               or Participants pursuant to the Cash Collateral Agreement. If
               Lessee elects to deliver any Cash Collateral pursuant to the Cash
               Collateral Agreement to decrease the Applicable Margin for the
               LIBOR Rental Rate under a Lease Agreement, Lessee shall deliver
               to Agent, five (5) Business Days' prior to the delivery of such
               Cash Collateral, notice of such election and an opinion of its
               counsel in form and substance reasonably satisfactory to Lessor
               regarding the Cash Collateral Agreement and such Cash Collateral
               and shall deliver such Cash Collateral only on a Scheduled Rent
               Payment Date under the applicable Lease Agreement. Lessee may
               withdraw any Cash Collateral held pursuant to the Cash Collateral
               Agreement only as provided in the Cash Collateral Agreement.

               (d) Subparagraph 4.03(a) is amended by changing the word "state"
        appearing in clause (i) thereof to "jurisdiction".

               (e) Schedule II is amended to read in its entirety as set forth
        in Attachment 1 hereto.

               (f) Schedule 1.01 is amended by changing the definitions of
        "Applicable Margin" and "Cash Collateral" set forth therein to read in
        their entirety as follows:

               "Applicable Margin" shall mean, with respect to either Facility:

                      (a) No Cash Collateral. During any period when Agent does
               not have, in accordance with the Cash Collateral Agreement, a
               first priority perfected security interest in any Cash Collateral
               securing the Lessee Obligations under such Facility:

                             (i) The per annum margin which is determined
                      pursuant to the Pricing Grid and added to the LIBO Rate
                      with respect to the LIBOR Rental Rate under the applicable
                      Lease Agreement; or

                                       3
<PAGE>   4
                             (ii) Zero percent (0%) per annum with respect to
                      the Alternate Rental Rate under the applicable Lease
                      Agreement;

                      (b) Full Cash Collateral. During any period when Agent
               has, in accordance with the Cash Collateral Agreement, a first
               priority perfected security interest in Cash Collateral that
               secures the Lessee Obligations under such Facility and has a
               value equal to or greater than the full Outstanding Lease Amount
               under such Facility:

                             (i) Twenty-five hundredths of one percent (0.25%)
                      per annum with respect to the LIBOR Rental Rate under the
                      applicable Lease Agreement; or

                             (ii) Zero percent (0%) per annum with respect to
                      the Alternate Rental Rate under the applicable Lease
                      Agreement; or

                      (c) Partial Cash Collateral. During any period when Agent
               has, in accordance with the Cash Collateral Agreement, a first
               priority perfected security interest in Cash Collateral that
               secures the Lessee Obligations under such Facility but has a
               value less than the full Outstanding Lease Amount under such
               Facility:

                             (i) The per annum margin equal to the sum of the
                      following with respect to the LIBOR Rental Rate under the
                      applicable Lease Agreement:

                                    (A) The product of (1) the per annum margin
                             that would apply pursuant to clause (a)(i) above
                             times (2) a fraction, the numerator of which is the
                             remainder of the Outstanding Lease Amount under
                             such Facility minus the value of the Cash
                             Collateral for such Facility and the denominator of
                             which is the Outstanding Lease Amount under such
                             Facility; plus

                                    (B) The product of (1) the per annum margin
                             that would apply pursuant to clause (b)(i) above
                             times (2) a fraction, the numerator of which is the
                             value of the Cash Collateral for such Facility and
                             the denominator of which is the Outstanding Lease
                             Amount under such Facility; or

                             (ii) Zero percent (0%) per annum with respect to
                      the Alternate Rental Rate under the applicable Lease
                      Agreement;

               provided, however, that each Applicable Margin set forth in
               subparagraphs (a), (b) and (c) of this definition shall be
               increased by two percent (2.0%) on the date an Event of Default
               occurs and shall continue at such increased rate unless and until
               such Event of Default is waived in accordance with the Operative
               Documents.

                                       4
<PAGE>   5
                      "Cash Collateral" shall mean United States Treasury
               Securities and deposit accounts held or maintained by Agent and
               Participants to the extent such securities and accounts are held
               and maintained in accordance with the Cash Collateral Agreement
               and Lessor has a first priority perfected security interest
               therein securing the Lessee Obligations under one of the
               Facilities.

        3. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants
to Agent and the Participants that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendments set forth
in paragraph 2 above, the following will be true and correct on the Effective
Date (as defined below):

               (a) The representations and warranties of Lessee set forth in
        Paragraph 4.01 of the Participation Agreement and in the other Operative
        Documents are true and correct in all material respects as if made on
        such date (except for representations and warranties expressly made as
        of a specified date, which shall be true as of such date);

               (b) No Default has occurred and is continuing; and

               (c) All of the Operative Documents are in full force and effect.

(Without limiting the scope of the term "Operative Documents," Lessee expressly
acknowledges in making the representations and warranties set forth in this
paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)

        4. EFFECTIVE DATE. The amendments effected by paragraph 2 above shall
become effective on September 26, 1997 (the "Effective Date"), subject to
receipt by Lessor, Agent and the Participants on or prior to the Effective Date
of the following, each in form and substance satisfactory to Agent, the
Participants and their respective counsel:

               (a) This Amendment duly executed by Lessor, Lessee, each 
        Participant and Agent;

               (b) A First Amendment to Cash Collateral Agreement in the form of
        Attachment 2 hereto, dated the Effective Date and duly executed by
        Lessee, Lessor and Agent;

               (c) A favorable written opinion of Morrison & Foerster, counsel
        to Lessee, dated the Effective Date, addressed to Lessor and Agent, for
        the benefit of Agent and the Participants, and covering such legal
        matters as Agent may reasonably request;

               (d) An appropriately completed Assignment Agreement that provides
        for (i) the assignment by ABN AMRO as the Assignor Participant to
        Assignee Participants acceptable to ABN AMRO of Proportionate Shares
        totaling not less than eighty-eight percent (88%) and (ii) an Assignment
        Effective 

                                       5
<PAGE>   6

        Date that is the same date as the Effective Date, duly executed by ABN
        AMRO, each such Assignee Participant, Lessee, Lessor and Agent;

               (e) An appropriately completed "Assignment Agreement" under the
        Related Credit Agreement that provides for comparable assignments under
        the Related Credit Agreement to the same Assignee Participants, duly
        executed by the appropriate parties;

               (f) Funding by each such Assignee Participant of its required pro
        rata share under both the Participation Agreement and the Related Credit
        Agreement on the Effective Date; and

               (g) Such other evidence as Lessor, Agent or any Participant may
        reasonably request to establish the accuracy and completeness of the
        representations and warranties and the compliance with the terms and
        conditions contained in this Amendment and the other Operative
        Documents.

        5. EFFECT OF THIS AMENDMENT. On and after the Effective Date, each
reference in the Participation Agreement and the other Operative Documents to
the Participation Agreement shall mean the Participation Agreement as amended
hereby. Except as specifically amended above, (a) the Participation Agreement
and the other Operative Documents shall remain in full force and effect and are
hereby ratified and affirmed and (b) the execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power, or remedy of Lessor, the Participants or Agent, nor
constitute a waiver of any provision of the Participation Agreement or any other
Operative Document.

        6. MISCELLANEOUS.

               (a) Counterparts. This Amendment may be executed in any number of
        identical counterparts, any set of which signed by all the parties
        hereto shall be deemed to constitute a complete, executed original for
        all purposes.

               (b) Headings. Headings in this Amendment are for convenience of
        reference only and are not part of the substance hereof.

               (c) Governing Law. This Amendment shall be governed by and
        construed in accordance with the laws of the State of California without
        reference to conflicts of law rules.

                          [The signature page follows.]

                                       6
<PAGE>   7
        IN WITNESS WHEREOF, Lessee, Lessor, Agent and the Participants have
caused this Amendment to be executed as of the day and year first above written.


LESSEE:                      NOVELLUS SYSTEMS, INC.


                                    By:_________________________________
                                         Name:____________________________
                                         Title:_____________________________


LESSOR:                      LEASE PLAN NORTH AMERICA, INC.


                                    By:_________________________________
                                         Name:____________________________
                                         Title:_____________________________


AGENT:                       ABN AMRO BANK, N.V.


                                    By:_________________________________
                                         Name:____________________________
                                         Title:_____________________________


                                    By:_________________________________
                                         Name:____________________________
                                         Title:_____________________________


PARTICIPANT:                 ABN AMRO BANK, N.V.


                                    By:_________________________________
                                         Name:____________________________
                                         Title:_____________________________

                                    By:_________________________________
                                         Name:____________________________
                                         Title:_____________________________



                                       7
<PAGE>   8
                                  ATTACHMENT 1

                                   SCHEDULE II

                                  PRICING GRID

    (For LIBOR Rental Rate under each Facility, when no Cash Collateral for such
Facility)
<TABLE>
<CAPTION>
         FUNDED
      INDEBTEDNESS/          PRICING                  APPLICABLE MARGIN
        EBITDA                PERIOD                        FOR
         RATIO 1/             LEVEL                   LIBOR RENTAL RATE
      ------------           -------                  -----------------
<S>                            <C>                          <C>   
       </=0.90                  1                            0.550%

         >0.90,
         <1.40                  2                            0.750%

       >/=1.40                  3                            0.950%
          
</TABLE>

1/      For a consecutive two-quarter period, annualized.


                                   EXPLANATION

1.      During any period when Agent does not have, in accordance with the Cash
        Collateral Agreement, a first priority perfected security interest in
        any Cash Collateral for a Facility, the Applicable Margin with respect
        to the LIBOR Rental Rate for such Facility will be set for each Pricing
        Period and will vary depending upon whether such period is a Level 1
        Period, a Level 2 Period, or a Level 3 Period.

2.      The first Pricing Period, which commences on the date of this Agreement
        and ends on March 31, 1998, will be a Level 2 Period.

3.      The second pricing period, which commences on April 1, 1998 and ends on
        May 31, 1998, will be a Level 1 Period, a Level 2 Period, or a Level 3
        Period depending upon Lessee's annualized Funded Indebtedness/EBITDA
        Ratio for the consecutive two-fiscal quarter period ending on December
        31, 1997.

4.      Each Pricing Period thereafter will be a Level 1 Period, a Level 2
        Period, or a Level 3 Period depending upon Lessee's annualized Funded
        Indebtedness/EBITDA Ratio for the most recent consecutive two-fiscal
        quarter period ending prior to the first day of such Pricing Period.

5.      Examples:

                                       1-1
<PAGE>   9
        (a)    Lessee's annualized Funded Indebtedness/EBITDA Ratio is 1.75 for
               the consecutive two-fiscal quarter period ending on December 31,
               1997. The Pricing Period of April 1, 1998 - May 31, 1998 will be
               a Level 3 Period.

        (b)    Lessee's annualized Funded Indebtedness/EBITDA Ratio is 0.75 for
               the consecutive two-fiscal quarter period ending on March 31,
               1998. The Pricing Period of June 1, 1998 - August 31, 1998 will
               be a Level 1 Period.


                                       1-2
<PAGE>   10
                                  ATTACHMENT 2

                  FIRST AMENDMENT TO CASH COLLATERAL AGREEMENT


        THIS FIRST AMENDMENT TO CASH COLLATERAL AGREEMENT (this "Amendment"),
dated as of September 26, 1997, is entered into by and among:

               (1) NOVELLUS SYSTEMS, INC., a California corporation ("Lessee");

               (2) LEASE PLAN NORTH AMERICA, INC., an Illinois corporation
        ("Lessor"); AND
    
               (3) ABN AMRO BANK N.V., acting through its San Francisco
        International Branch, as agent for the Participants under the
        Participation Agreement referred to in Recital A below (in such
        capacity, "Agent").


                                    RECITALS

        A. Lessee, Lessor, the Participants and Agent are parties to a
Participation Agreement dated as of June 9, 1997, as amended by a letter
agreement dated as of June 20, 1997 and a First Amendment to Participation
Agreement dated as of August 28, 1997 (as so amended, the "Participation
Agreement"). In connection with the Participation Agreement, Lessee, Lessor and
Agent executed, among other agreements, a Cash Collateral Agreement dated as of
June 9, 1997 (the "Cash Collateral Agreement.)

        B. Lessee has requested Lessor, the Participants and Agent to amend the
Participation Agreement to increase the 364-Day Commitment and the Total
Commitment and to make certain other changes to the Participation Agreement and
the Cash Collateral Agreement.

        C. Pursuant to a Second Amendment to Participation Agreement dated as of
September 26, 1997 (the "Second Amendment to Participation Agreement"), Lessor,
the Participants and Agent have agreed so to amend the Participation Agreement
upon the terms and subject to the conditions set forth in the Second Amendment,
including the execution and delivery by Lessee of this Amendment amending the
Cash Collateral Agreement.


                                    AGREEMENT

        NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessor, Lessee, the Participants and Agent hereby agree as
follows:

        1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other 


                                       2-1
<PAGE>   11
capitalized terms used herein shall have the respective meanings given to those
terms in Schedule 1.01 to the Participation Agreement, as amended by this
Amendment. The rules of construction set forth in Schedule 1.02 to the
Participation Agreement shall, to the extent not inconsistent with the terms of
this Amendment, apply to this Amendment and are hereby incorporated by
reference.

        2. AMENDMENTS TO CASH COLLATERAL AGREEMENT. Subject to the satisfaction
of the conditions set forth in paragraph 4 of the Second Amendment to
Participation Agreement, the Participation Agreement is hereby amended as
follows:

               (a) Paragraph 2.01 is amended to read in its entirety as follows:

                      2.01. Grant of Security Interest. As security for the
               Lessee Obligations, Lessee hereby pledges and assigns to Lessor
               (for the ratable benefit of the Lessor Parties) and grants to
               Lessor (for the ratable benefit of the Lessor Parties) a security
               interest in all right, title and interest of Lessee in and to the
               following property, whether now owned or hereafter acquired
               (collectively and severally, the "Cash Collateral"):

                             (a) Securities Accounts. All securities accounts
                      established by Lessee with any Depositary Bank or
                      maintained by any Depositary Bank for the account or
                      credit of Lessee (including without limitation all such
                      accounts described in each Notice of Security Interest in
                      the form of Exhibit B (a "Notice of Security Interest")
                      delivered by Lessee and Lessor to a Depositary Bank); all
                      securities (including United States Treasury Securities)
                      maintained in or credited to such accounts; all other
                      financial assets and property maintained in or credited to
                      such accounts; all documents, instruments and agreements
                      evidencing the foregoing; all extensions, renewals,
                      modifications and replacements of the foregoing; all
                      interest and other amounts payable in connection
                      therewith; and all security entitlements and other rights
                      of Lessee with respect to the foregoing (collectively, the
                      "Securities Accounts");

                             (b) Deposit Accounts. All deposit accounts
                      established by Lessee with any Depositary Bank or
                      maintained by any Depositary Bank for the account or
                      credit of Lessee (including without limitation all such
                      accounts described in each Notice of Security Interest
                      delivered by Lessee and Lessor to a Depositary Bank); all
                      certificates of deposit issued by any Depositary Bank for
                      the account or credit of Lessee (including without
                      limitation all such certificates of deposit described in
                      each Notice of Security Interest delivered by Lessee and
                      Lessor to a Depositary Bank); all cash and other property
                      maintained in or credited to such accounts and
                      certificates of deposit; all documents, instruments and
                      agreements evidencing the foregoing; all extensions,
                      renewals, modifications and replacements of the foregoing;
                      all interest and other


                                       2-2
<PAGE>   12

                      amounts payable in connection therewith; and all other
                      rights of Lessee with respect to the foregoing
                      (collectively, the "Deposit Accounts");

                             (c) Proceeds. All proceeds of the foregoing
                      (including, without limitation, whatever is receivable or
                      received when Cash Collateral or proceeds is sold,
                      collected, exchanged, returned, substituted or otherwise
                      disposed of, whether such disposition is voluntary or
                      involuntary, including rights to payment and return
                      premiums and insurance proceeds under insurance with
                      respect to any Cash Collateral, and all rights to payment
                      with respect to any cause of action affecting or relating
                      to the Cash Collateral);

               Provided, however, that (i) Securities Accounts and Deposit
               Accounts designated in the Notice(s) of Security Interest
               therefor as security for Facility 1 and all Cash Collateral
               relating to such Securities Accounts and Deposit Accounts shall
               secure only the Lessee Obligations under Facility 1 and (ii)
               Securities Accounts and Deposit Accounts designated in the
               Notice(s) of Security Interest therefor as security for Facility
               2 and all Cash Collateral relating to such Securities Accounts
               and Deposit Accounts shall secure only the Lessee Obligations
               under Facility 2. The parties hereto do not intend for the Cash
               Collateral to constitute advance payment of any of the Lessee
               Obligations or liquidated damages nor do the parties intend for
               the Cash Collateral to increase the Lessee Obligations. Without
               limiting the generality of the foregoing, the parties acknowledge
               and agree that, upon the exercise by Lessee of the Marketing
               Option in accordance with the Purchase Agreements, the Lessee
               Obligations thereunder shall be limited as provided therein.

               (b) Paragraph 2.03 is amended to read in its entirety as follows:

                      2.03. Delivery and Maintenance of Cash Collateral. Lessee
               shall deliver and maintain Cash Collateral with Depositary Banks
               as required by Subparagraph 3.02(l) of the applicable Purchase
               Agreement, as a condition to Lessee's exercise of the Marketing
               Option following acceleration of the Expiration Date under a
               Lease Agreement based upon a Non-Marketing Option Event of
               Default thereunder, or at its election pursuant to clause (ii) of
               Subparagraph 2.11(a) of the Participation Agreement, subject in
               both cases to the following terms and conditions:

                             (a) Selection of Depositary Banks. Lessee shall
                      deliver all Cash Collateral to and maintain all Cash
                      Collateral with Agent as the Depositary Bank, except that,
                      at the request of any Participant, Lessee shall deliver to
                      and maintain with such Participant a portion of all Cash
                      Collateral in a principal amount which does not exceed
                      such Participant's Proportionate Share of all Cash
                      Collateral; provided, however, that, if any such
                      Participant fails to satisfy the requirements of a
                      Depositary 


                                       2-4
<PAGE>   13

                      Bank under Paragraph 2.02 or otherwise fails to comply
                      with its obligations hereunder, such Participant's
                      Proportionate Share of the Cash Collateral shall be
                      delivered to and maintained with Agent.

                             (b) Notice to Lessor. Lessee shall deliver to
                      Lessor, at least five (5) Business Days prior to Lessee's
                      delivery of any Cash Collateral, a written notice of its
                      intention to deliver such Cash Collateral, in a form
                      reasonably acceptable to Lessor, setting forth, among
                      other things, (i) the total amount of such Cash Collateral
                      to be delivered, (ii) the Depositary Banks to which such
                      Cash Collateral is to be delivered and the amount to be
                      delivered to each, (iii) the proposed date of delivery,
                      which shall be a Scheduled Rent Payment Date unless such
                      Cash Collateral is being delivered pursuant to
                      Subparagraph 3.02(l) of a Purchase Agreement, (iv) the
                      form in which such Cash Collateral is to be delivered, and
                      (v) the Facility to be secured by such Cash Collateral.
                      Each such notice shall be delivered as required by
                      Subparagraph 2.02(c) and Paragraph 7.01 of the
                      Participation Agreement; provided, however, that Lessee
                      shall promptly deliver to Lessor the original of any such
                      notice initially delivered by facsimile.

                             (c) Notice of Security Interest. No Depositary Bank
                      may maintain Cash Collateral unless, at or prior to the
                      time such Depositary Bank receives Cash Collateral:

                                    (i) Lessee and Lessor have completed,
                             executed and delivered to such Depositary Bank a
                             Notice of Security Interest which specifically
                             identifies each Securities Account and Deposit
                             Account to be maintained by such Depositary Bank
                             and the Facility to be secured thereby; and

                                    (ii) Such Depositary Bank has executed the
                             Acknowledgement and Agreement at the end of such
                             Notice of Security Interest and returned the same
                             to Lessor.

                             (d) Control of Accounts. Lessee may not withdraw
                      any Cash Collateral from the Depositary Banks holding the
                      same except as provided in Paragraph 2.04. If no Default
                      has occurred and is continuing, Lessee may direct each
                      Depositary Bank maintaining Cash Collateral to hold such
                      Cash Collateral in the form of United States Treasury
                      Securities or time deposit accounts of such Depositary
                      Bank and may elect the term of each such investment;
                      provided, however, that no term of any United States
                      Treasury Security or time deposit account may exceed
                      twelve (12) months. If a Default has occurred and is
                      continuing, (i) all new Cash Collateral delivered to any
                      Depositary Bank shall be maintained in time deposit
                      accounts with terms not exceeding 


                                       2-4
<PAGE>   14

                      one (1) week and (ii) any existing Cash Collateral
                      shall, at the end of the current terms of all
                      investments thereof, be maintained in time deposit
                      accounts with terms not exceeding one (1) week. If
                      Lessee fails to provide instructions to any Depositary
                      Bank hereunder for any Cash Collateral, such Cash
                      Collateral shall, at the end of the current terms of all
                      investments thereof, be maintained in time deposit
                      accounts with terms not exceeding one (1) week.

                             (e) Segregation of Cash Collateral. Each Depositary
                      Bank shall maintain separate Securities Accounts and
                      Deposit Accounts for each Facility and otherwise shall
                      maintain the Cash Collateral securing the Lessee
                      Obligations under Facility 1 separate and apart from the
                      Cash Collateral securing the Lessee Obligations under
                      Facility 2.

               (c)    Exhibit B is amended to read in its entirety as set forth
        in Attachment 1 hereto.
        
        3. EFFECTIVE DATE. The amendments effected by paragraph 2 above shall
become effective on the Effective Date, as defined in the Second Amendment to
the Participation Agreement.

        4. EFFECT OF THIS AMENDMENT. On and after the Effective Date, each
reference in the Participation Agreement and the other Operative Documents to
the Cash Collateral Agreement shall mean the Cash Collateral Agreement as
amended hereby. Except as specifically amended above, (a) the Cash Collateral
Agreement and the other Operative Documents shall remain in full force and
effect and are hereby ratified and affirmed and (b) the execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of Lessor, the Participants
or Agent, nor constitute a waiver of any provision of the Cash Collateral
Agreement or any other Operative Document.

        5. MISCELLANEOUS.

               (a) Counterparts. This Amendment may be executed in any number of
        identical counterparts, any set of which signed by all the parties
        hereto shall be deemed to constitute a complete, executed original for
        all purposes.

               (b) Headings. Headings in this Amendment are for convenience of
        reference only and are not part of the substance hereof.

               (c) Governing Law. This Amendment shall be governed by and
        construed in accordance with the laws of the State of California without
        reference to conflicts of law rules.



                          [The signature page follows.]

                                       2-5


<PAGE>   15
        IN WITNESS WHEREOF, Lessee, Lessor and Agent have caused this Amendment
to be executed as of the day and year first above written.

LESSEE:                             NOVELLUS SYSTEMS, INC.


                                            By:___________________________
                                               Name:______________________
                                               Title:_____________________


LESSOR:                             LEASE PLAN NORTH AMERICA, INC.


                                            By:___________________________
                                               Name:______________________
                                               Title:_____________________


AGENT:                              ABN AMRO BANK N.V.


                                            By:___________________________
                                               Name:______________________
                                               Title:_____________________


                                            By:___________________________
                                               Name:______________________
                                               Title:_____________________


                                       2-6
<PAGE>   16

                                  ATTACHMENT 1

                                    EXHIBIT B

                           NOTICE OF SECURITY INTEREST

                                     [Date]

                               [-----------, ----]



[Name of Depositary Bank]
[Address of Depositary Bank]

-----------------------------

-----------------------------

        1.     Reference is made to:

               (a) The Participation Agreement, dated as of June 9, 1997 (the
        "Participation Agreement"), among Novellus Systems, Inc. ("Lessee"),
        Lease Plan North America, Inc. ("Lessor"), the financial institutions
        listed in Schedule I to the Participation Agreement (the "Participants")
        and ABN AMRO Bank N.V., as agent for the Participants (in such capacity,
        "Agent"); and

               (b) The Cash Collateral Agreement dated as of June 9, 1997 (the
        "Cash Collateral Agreement") among Lessee, Lessor, Agent and the
        financial institutions which have become parties thereto.

Unless otherwise defined herein, all capitalized terms used in this Supplement
have the respective meanings given to those terms in the Participation
Agreement.

        2. Lessee has informed Lessor that Lessee has established with the
addressee of this Notice (the "Depositary Bank") the following account(s)
[describe each account separately by type (i.e., securities account, deposit
account, certificate of deposit, etc.), account office and account number] as
security for the Lessee Obligations under the Facility indicated:
<TABLE>
<CAPTION>

                  Account        Account                              Facility
                    Type         Office      Account Number           Secured
        <S>    <C>           <C>            <C>                       <C>
        1.     __________    ______________ _____________________     ________
        2.     __________    ______________ _____________________     ________
        3.     __________    ______________ _____________________     ________
        4.     __________    ______________ _____________________     ________
</TABLE>

                                     2(1)-1
<PAGE>   17
Lessee has further informed Lessor that Lessee intends to maintain Cash
Collateral in the aggregate principal amount of [$_____________ in such Cash
Collateral Account][$_____________ in Cash Collateral Account 1 above;
$_____________ in Cash Collateral Account 2 above; $_____________ in Cash
Collateral Account 3 above; and $_____________ in Cash Collateral Account 4
above].

        3. Lessee and Lessor hereby notify Depositary Bank that, pursuant to the
Cash Collateral Agreement, Lessee has granted to Lessor (for the ratable benefit
of the Lessor Parties) as security for the Lessee Obligations under the Facility
indicated for each account above, a security interest in all Cash Collateral
held or maintained by Depositary Bank, including the securities accounts,
deposit accounts and/or certificates of deposit described in paragraph 2 above.

        4. In furtherance of such grant, Lessee and Lessor hereby authorize and
direct Depositary Bank to:

               (a) Comply with all notifications communicated to it by Lessor
        directing it to transfer or redeem any or all Cash Collateral held or
        maintained by it without further consent from Lessee;

               (b) Upon receipt of notice from Lessor that an Event of Default
        has occurred, to transfer and deliver to Lessor or its nominee, together
        with all necessary endorsements, all or such portion of the Cash
        Collateral as Lessor shall direct;

               (c) Hold all Cash Collateral and other Cash Collateral received
        by it for Lessor and as Lessor's bailee and make a notation in its books
        and records of Lessor's interest in the Cash Collateral held by such
        Depositary Bank; and

               (d) Prior to its receipt of any Cash Collateral to be held or
        maintained by it, to take, and cause Lessee to take, all steps necessary
        to perfect Lessor's security interest in such Cash Collateral, including
        any such steps that may be required under any applicable laws of the
        jurisdiction in which the office at which such Depositary Bank will hold
        or maintain such Cash Collateral is located.

        5. Lessee and Lessor agree that (a) the possession by Depositary Bank of
all money, instruments, chattel paper and other property constituting Cash
Collateral shall be deemed to be possession by Lessor or a person designated by
Lessor, for purposes of perfecting the security interest granted to Lessor under
the Cash Collateral Agreement, and (b) notifications to Depositary Bank by other
Persons holding any such property, and acknowledgements, receipts or
confirmations from such Persons delivered to Depositary Bank, shall be deemed
notifications to, or acknowledgements, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Depositary Bank for the
benefit of Lessor for the purposes of perfecting such security interests under
applicable law.

        6. Please acknowledge Depositary Bank's receipt of this notice,
acknowledge that Depositary Bank will hold the Cash Collateral for Lessor,
confirm that Depositary Bank will 

                                     2(1)-2
<PAGE>   18
comply with the other authorizations and directions set forth herein and confirm
the representations and warranties set forth in the Cash Collateral Agreement by
executing the attached copy of this letter in the space provided and returning
it to Lessor. The authorizations and directions set forth herein may not be
revoked or modified without the written consent of Lessor.



                         NOVELLUS SYSTEMS, INC.


                         By: _____________________________
                             Name: _______________________
                             Title: ________________________



                         LEASE PLAN NORTH AMERICA, INC.


                         By: _____________________________
                             Name: _______________________
                             Title: ________________________

                                     2(1)-3
<PAGE>   19
                          ACKNOWLEDGEMENT AND AGREEMENT
                               OF DEPOSITARY BANK


        Depositary Bank hereby acknowledges receipt of the above notice,
acknowledges that it will hold the Cash Collateral for Lessor, agrees to comply
with the authorizations and directions set forth above and represents to Lessee,
Lessor, the Participants and Agent as follows:

               (a) Each of the representations and warranties set forth in the
        Supplement to Cash Collateral Agreement previously delivered by
        Depositary Bank to Lessee and Lessor are true and correct on the date
        hereof.

               (b) The information set forth above regarding the Cash Collateral
        Account(s) is accurate. Such Cash Collateral Account(s) is (are)
        currently open and Depositary Bank has no prior notice of any other
        security interest, Lien or interest in such Cash Collateral Account(s).

               (c) All steps necessary to perfect the security interest of
        Lessor in such Cash Collateral Account(s) (including any such steps that
        may be required under any applicable laws of the jurisdiction in which
        the office at which Depositary Bank will hold or maintain such Cash
        Collateral is located) have been taken.


                          [--------------------------]


                          By: ________________________
                              Name: __________________
                              Title: ___________________

                          [Date]
                                     2(1)-4