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                       AMENDMENT OF COMMERCIAL CREDIT AGREEMENT

This Amendment of Commercial Credit Agreement ("Amendment") is made and 
entered into this 2nd day of May 1995 by and between SANWA BANK CALIFORNIA 
(the "Bank") and NOVELLUS SYSTEMS, INC. (the "Borrower") with respect to the 
following:

This Amendment shall be deemed to be a part of and subject to that certain
commercial credit agreement between the parties hereto and dated as of June 13,
1994, as it may have been or be amended from time to time, and any and all
addenda, riders, exhibits and schedules therto (collectively, the "Agreement").
Unless otherwise defined herein, all terms used in this Amendment shall have the
same meanings as in the Agreement.  To the extent that any of the terms or
provisions of this Amendment conflict with those contained in the Agreement, the
terms and provisions contained herein shall control.

WHEREAS, the Borrower and the Bank mutually desire to extend, amend and/or
modify the Agreement.

NOW THEREFORE, for value received and hereby acknowledged, the Borrower and the
Bank agree as follows:

1.   EXTENSION OF EXPIRATION DATE OF THE LINE OF CREDIT FACILITY.  The
Expiration Date of the Line of Credit Facility contained in the Agreement,
which is currently April 30, 1995, shall be modified and extended to be April
30, 1997.

2.   REVISED REPAYMENT OF PRINCIPAL.  The first sentence contained in Section
2.02.D of the Agreement is modified and amended to read as follow:  Unless
sooner due in accordance with the terms of this Agreement, on April 30, 1997 the
Borrower hereby promises and agrees to pay to the Bank in full the aggregate
unpaid principal balance of all Advances then outstanding, together with all
accrued and unpaid interest thereon.

3.   EXTENSION OF EXPIRATION OF THE LETTER OF CREDIT FACILITY.  The Expiration
of the Letter of Credit Facility contained in the Agreement which is currently
April 30, 1995, shall be modified and extended to be April 30, 1997 and no
Letter of Credit shall expire on a date which is 90 days after such date.

4.   REVISED DEBT TO NET WORTH RATIO.  Section 5.11 (ii) of the Agreement is
modified and amended to read as follows:  A debt to effective tangible net worth
ratio of not more than .50 to 1.00.

5.   REVISED EFFECTIVE TANGIBLE NET WORTH.  Section 5.11 (iii) of the Agreement
is modified and amended to read as follows:  A minimum effective tangible net
worth of not less then $175,000,000.00.

6.   INCORPORATION INTO AGREEMENT.  On and after the effective date of this
Amendment, each reference in the Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Agreement shall
mean and be referenced to the Agreement as amended by this Amendment.

7.   NO WAIVER.  The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of the Bank under, the
Agreement.

8.   CONFIRMATION OF OTHER TERMS AND CONDITIONS.  Except as specifically
provided in this Amendment, all other terms, conditions and covenants of the
Agreement which are unaffected by this Amendment shall remain unchanged and
shall continue in full force and effect and the Borrower hereby covenants and
agrees to perform and observe all terms, covenants and agreements provided for
in the Agreement, as hereby amended.


IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of
the date first hereinabove written.

BANK:                                   BORROWER:

SANWA BANK CALIFORNIA                   NOVELLUS SYSTEMS, INC.


BY:  /s/ Jullian Matthew                BY:  /s/ William J. Wall
   --------------------------------        -------------------------------------
   NAME/TITLE                              WILLIAM J. WALL, VICE PRESIDENT

                                        BY:  /s/ John P. Root
                                           -------------------------------------
                                           JOHN P. ROOT, TREASURER

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