COHU INC
10-Q, EX-10.1, 2000-07-28
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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<PAGE>   1

                                                                    Exhibit 10.1

================================================================================

                                                          AMENDMENT TO DOCUMENTS

                   AMENDMENT NO. 2 TO BUSINESS LOAN AGREEMENT

        This Amendment No. 2 (the "Amendment") dated as of April 28, 2000, is
between Bank of America, N.A. (the "Bank"), formerly Bank of America NT&SA, and
Cohu, Inc. (the "Borrower").

                                    RECITALS

        A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of June 15, 1998, as previously amended (the "Agreement").

        B. The Bank and the Borrower desire to further 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 The Bank has changed the name of the "Reference Rate" to the
              "Prime Rate." The term "Reference Rate" is therefore amended to
              read "Prime Rate" throughout the Agreement.

          2.2 In Paragraph 1.2 of the Agreement, the date "MAY 1, 2001" is
              substituted for the date "MAY 1, 2000".

          2.3 In Paragraph 6.3 of the Agreement, the ratio "2.0:1.0" is
              substituted for the ratio "2.25:1.0".

          2.4 In Paragraph 6.4 of the Agreement, the amount "ONE HUNDRED FIFTY
              MILLION DOLLARS ($150,000,000)" is substituted for the amount "ONE
              HUNDRED THIRTY MILLION DOLLARS ($130,000,000)".

        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 is within the Borrower's
powers, has been duly authorized, and does not conflict with any of the
Borrower's organizational papers, and (d) this Amendment does not conflict with
any law, agreement, or obligation by which the Borrower is bound.

        4 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.

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



BANK OF AMERICA, N.A.


                                       Cohu Inc.


/s/ Paul M. Tuomainen                  /s/ John H. Allen
-----------------------------------    ------------------------------------

By: Paul M. Tuomainen, Jr.,            By: John H. Allen,
    Vice President                         Vice President/Finance
                                           & Chief Financial Officer



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