COHU INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a83149exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

[BANK OF AMERICA LOGO]

                        AMENDMENT NO. 5 TO LOAN AGREEMENT

        This Amendment No. 5 (the "Amendment") dated as of June 28, 2002, is
between Bank of America, N.A. (the "Bank"), formerly Bank of America National
Trust and Savings Association, and Cohu, Inc. (the "Borrower").

                                    RECITALS

        A. The Bank and the Borrower entered into a certain a Business Loan
Agreement dated as of June 15, 1998 (together with any previous amendments, the
"Agreement").

        B. The Bank and the Borrower desire to amend the Agreement.

                                    AGREEMENT

        1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

        2. Amendments. The Agreement is hereby amended as follows:

        2.1     In Paragraph 1.1(a) of the Agreement, the amount "Five Million
                Dollars ($5,000,000)" is substituted for the amount "Ten Million
                Dollars ($10,000,000)".

        2.2     In Paragraph 1.2 of the Agreement, the date "July 1, 2003" is
                substituted for the date "July 1, 2002".

        2.3     Article 2 of the Agreement is amended to read in its entirety as
                follows:

                2. FEES AND EXPENSES

        2.4     A new Paragraph 2.3 is added to the Agreement, which reads in
                its entirety as follows:

                2.3 Unused commitment fee. The Borrower agrees to pay a fee on
                any difference between the Commitment and the amount of credit
                it actually uses, determined by the weighted average credit
                outstanding during the specified period. The fee will be
                calculated at .125% per year. The calculation of credit
                outstanding shall not include the undrawn amount of letters of
                credit. This fee is due on September 30, 2002, and on the 10 day
                of each following quarter until the expiration of the
                availability period.

        2.5     Paragraph 6.3 of the Agreement is deleted in its entirety.

        2.6     Paragraph 6.4 of the Agreement is amended to read in its
                entirety as follows:

                6.4 Tangible Net Worth. To maintain on a consolidated basis
                Tangible Net Worth equal to at least One Hundred Sixty Thousand
                Million Dollars ($160,000,000). "Tangible Net Worth" means the
                value of Borrower's total assets (including leaseholds and
                leasehold improvements and reserves against assets but excluding
                goodwill, patents, trademarks, trade names, organization
                expense, unamortized debt discount and expense, capitalized or
                deferred research and development costs, deferred marketing
                expenses, and other like intangibles, and monies due from
                affiliates, officers, directors, employees, shareholders,
                members or managers of Borrower) less total liabilities,
                including but not limited to accrued and deferred income taxes,
                but excluding the non-current portion of Subordinated
                Liabilities. "Subordinated Liabilities" means liabilities
                subordinated to Borrower's obligations to Bank in a manner
                acceptable to Bank in its sole


<PAGE>

                discretion. This amount will calculated at the end of each
                fiscal quarter, using the results of that quarter.

        2.7     Paragraph 6.5 of the Agreement is deleted in its entirety.

        2.8     A new Paragraph 6.19 is added to the Agreement, which reads in
                its entirety as follows:

                6.19 Unencumbered Liquid Assets. To hold, on an unconsolidated
                basis, Unencumbered Liquid Assets having an aggregate market
                value of not less than Fifty Million Dollars ($50,000,0000). For
                the purposes of this Agreement, "Unencumbered Liquid Assets"
                shall mean the following assets owned by the Borrower (excluding
                assets of any retirement plan) which (i) are not the subject of
                any lien, pledge, security interest or other arrangement with
                any creditor to have its claim satisfied out of the assets (or
                proceeds thereof) prior to the general creditors of the
                Borrower, and (ii) may be converted to cash within five (5)
                days: (a) Cash or cash equivalents held in the United States;
                (b) United States Treasury or governmental agency obligations
                which constitute full faith and credit of the United States of
                America; (c) Commercial paper rated P-1 or A1 by Moody's or S&P,
                respectively; (d) Medium and long-term securities rated
                investment grade by one of the rating agencies described in (c)
                above; (e) Eligible Stocks ; (f) Mutual funds quoted in The Wall
                Street Journal which invest primarily in the assets described in
                (a) -- (e) above. For purposes of this Agreement, "Eligible
                Stocks" means any common or preferred stock which (i) is not
                subject to statutory or contractual restrictions on sales, (ii)
                is traded on a U.S. national stock exchange or included in the
                National Market tier of NASDAQ and (iii) has, as of the close of
                trading on the applicable exchange (excluding after hours
                trading), a per share price of at least $15.

        2.9     A new Paragraph 6.20 is added to the Agreement, which reads in
                its entirety as follows:

                6.20 Limitation on Losses. Not to incur a net loss before taxes
                and extraordinary items in excess of Twelve Million Five Hundred
                Thousand Dollars ($12,500,000) in any annual accounting period.

        3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement except those events, if any, that have been disclosed in
writing to the Bank or waived in writing by the Bank, (b) the representations
and warranties in the Agreement are true as of the date of this Amendment as if
made on the date of this Amendment, (c) this Amendment does not conflict with
any law, agreement, or obligation by which the Borrower is bound, and (d) this
Amendment is within the Borrower's powers, has been duly authorized, and does
not conflict with any of the Borrower's organizational papers.

        4. Conditions. This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank:

        4.1     Certificate of good standing for the Borrower from its state of
                formation.

        4.2     A Corporate Resolution to Obtain Credit executed by the Borrower
                in the amount of Five Million Dollars ($5,000,000).

        4.3     A Form U-1 Purpose Statement executed by the Borrower.

        5. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.

        6. Counterparts. This Amendment may be executed in counterparts, each of
which when so executed shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.



                                       2
<PAGE>

        7. FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR
AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE
PARTIES.

        This Amendment is executed as of the date stated at the beginning of
this Amendment.

Bank of America, N.A.                   Cohu, Inc.


X /s/ Patrick Loughlin                  X /s/ John H. Allen
 ---------------------------------       ---------------------------------------
By: Patrick Loughlin,                    By:  John H. Allen, Vice
    Senior Vice President                     President/Finance &
                                              Chief Financial Officer



                                       3


</TEXT>
</DOCUMENT>
