<PAGE>   1
                                                                    EXHIBIT 10.1


                           AMENDMENT NO. 1 AND CONSENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

     Amendment No. 1 AND CONSENT to Amended and Restated Credit Agreement, dated
as of April 30, 2001 (this "Amendment"), among AAVID THERMAL TECHNOLOGIES, INC.,
a Delaware corporation (the "Borrower"), HEAT HOLDINGS CORP., a Delaware
corporation (the "Parent"), HEAT HOLDINGS II CORP., a Delaware corporation
("Heat Holdings II"), the several banks and other financial institutions from
time to time parties to the Credit Agreement (the "Lenders"), CIBC WORLD MARKETS
CORP., as lead arranger and bookrunner (in such capacity, the "Lead Arranger"),
CANADIAN IMPERIAL BANK OF COMMERCE, as issuer of certain letters of credit (the
"Issuer"), FLEET NATIONAL BANK, formerly known as BankBoston, N.A., as
documentation agent (the "Documentation Agent") and CANADIAN IMPERIAL BANK OF
COMMERCE, as agent for the Lenders hereunder (in such capacity, the
"Administrative Agent"), amends that certain Amended and Restated Credit
Agreement, dated as of February 2, 2000 (such agreement, as amended from time to
time, the "Credit Agreement"; terms defined in the Credit Agreement are used
herein as defined therein), among the Borrower, the Parent, Heat Holdings II,
the Lenders from time to time parties thereto and the Administrative Agent.

                               W I T N E S S E T H

     WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders agree to amend certain provisions of the Credit Agreement; and

     WHEREAS, the Lenders have agreed to such amendment upon the terms set forth
herein;

     NOW, THEREFORE, in consideration of the premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendments to Article 1 of the Credit Agreement.

(a)  The definition of "Applicable Margin" is hereby amended in its entirety to
     read as follows:

     "Applicable Margin" shall mean (i) for the period commencing April 30,
2001, until delivery of a Compliance Certificate in respect of the period ending
June 30, 2002, 1.75% in respect of any Alternate Base Rate Loans and 3.00% in
respect of any Eurodollar Loans, and (ii) for any period other than the period
set forth in clause (i), a percentage per annum determined by reference to the
Total Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
                                            Alternate Base
Total Leverage Ratio                          Rate Loans        Eurodollar Loans
<S>                                         <C>                 <C>
Greater than 4.50 to 1.00                        1.75%                3.00%
Less than or equal to 4.50 to 1.00, but
  greater than 4.00 to 1.00                     1.375%               2.625%
Less than or equal to 4.00 to 1.00, but
  greater than 3.50 to 1.00                      1.00%                2.25%
Less than or equal to 3.50 to 1.00              0.625%               1.875%
</TABLE>

     The Total Leverage Ratio shall be determined on the basis of the most
recent Compliance Certificate delivered by the Borrower pursuant to Section
5.2(c). Any change in the Applicable Margin as a result of a change in the Total
<PAGE>   2
Leverage Ratio shall be adjusted to the Applicable Margin set forth for such
Type of Loan opposite the Total Leverage Ratio in effect on such Business Day;
provided, that if the Borrower fails timely to deliver such certificate, without
otherwise limiting the rights of the Lenders under this Agreement, the Total
Leverage Ratio shall be deemed to be greater than 4.50 to 1.00 for purposes of
calculating the Applicable Margin hereunder until such time as such certificate
is delivered.

(b)  The definition of "EBITDA" is hereby amended in its entirety to read as
     follows:

     "EBITDA" shall mean, for any period of determination, an amount equal to
the sum of (without duplication) (i) Net Income for such period, after exclusion
of (x) all items which should be classified as extraordinary, all determined in
accordance with U.S. GAAP, (y) all insurance proceeds (other than proceeds of
business interruption insurance) received during such period to the extent, if
any, included in Net Income and (z) tax gains and losses upon the disposition of
capital assets, plus (ii) all amounts deducted in computing such Net Income in
respect of (1) Interest Expense (after giving effect to all Hedging Agreements
and payments and receipts thereunder), (2) non-cash amortization expense
(including amortization of financing costs, noncurrent assets and non-cash
charges), (3) depreciation, (4) income taxes, (5) all other non-cash charges
including but not limited to write-offs of intangible assets (other than for
minority interests) less extraordinary gains, (6) non-recurring transaction
expenses and underwriting fees, (7) the Thermalloy Management Fees, (8)
one-time, non-recurring expenses accrued on or prior to December 31, 2000
associated with facility closings and headcount reductions related to the
Thermalloy Acquisition and agreed to by the Borrower's independent accounting
firm and one-time severance expenses incurred on or prior to December 31, 2000
and related to the Merger; provided that all such severance expenses shall not
exceed $3,000,000 in the aggregate, (9) solely for purposes of calculating
EBITDA for any period including December 31, 2000, the excess of (A) the value
of the inventory sold during such period as would be set forth on the balance
sheet of the Thermalloy Companies on the date the Thermalloy Acquisition was
consummated (after giving effect to the Thermalloy Acquisition) over (B) the
value of such inventory (based upon the standard cost inventory valuation
methodology adopted by the Borrower at the date of the Thermalloy Acquisition)
as would be set forth on the balance sheet of the Thermalloy Companies on such
date (immediately prior to giving effect to the Thermalloy Acquisition), (10)
solely for purposes of calculating EBITDA for any period including September 30,
2001, the excess of (A) the value of the inventory sold during such period as
would be set forth on the balance sheet of the Borrower on the date the Merger
was consummated (after giving effect to the Merger) over (B) the value of such
inventory as would be set forth on the balance sheet of the Borrower on such
date (immediately prior to giving effect to the Merger), (11) solely for
purposes of calculating EBITDA for any period including July 3, 1999, the
corporate overhead costs and expenses allocated to the Thermalloy Companies by
the Sellers and paid to the Sellers during such period, (12) to the extent not
duplicative, the amount attributable to the minority interests owned by Heat
Holdings II in AT as reflected on the books and records of Heat Holdings II as
such, and (13) solely for purposes of calculating the covenants under Section
6.1, salaries and other expenses that will be eliminated as a result of the
Borrower's permanent reduction of its workforce in Texas and New Hampshire and
the cessation of its manufacturing operations in Dallas, Texas which have
occurred or will have occurred on or before June 30, 2001 in an amount not to
exceed (I) $10,800,000 for the twelve month period ending on the last day of the
first fiscal quarter of 2001, (II) $9,600,000 for the twelve month period ending
<PAGE>   3
on the last day of the second fiscal quarter of 2001, (III) $6,900,000 for the
twelve month period ending on the last day of the third fiscal quarter of 2001,
(IV) $4,200,000 for the twelve month period ending on the last day of the fourth
fiscal quarter of 2001, (V) $1,500,000 for the twelve month period ending on the
last day of the first fiscal quarter of 2002 and (VI) zero thereafter, plus
(iii) for any period of determination which occurs after the Thermalloy
Acquisition or a Permitted Acquisition but incorporates fiscal quarters prior
thereto, the EBITDA attributable to the assets or Capital Stock so acquired (it
being understood that, in calculating such EBITDA, (x) all references to the
Borrower in the definition thereof (or in any other defined term contained
therein) shall be deemed to be references to the Person or attributable to the
assets so acquired), (y) such acquisition shall be deemed to have occurred as of
the first day of the period being measured and (z) EBITDA for any Permitted
Acquisition shall be adjusted for changes in the value of inventory resulting
from such Permitted Acquisition being accounted for as a "purchase" for
financial reporting purposes), minus (iv) for any period which occurs after a
Permitted Disposition but incorporates fiscal quarters prior thereto, the EBITDA
attributable to the assets or Capital Stock so disposed (it being understood
that, in calculating such EBITDA, such disposition shall be deemed to have
occurred as of the first day of the period being measured, minus (v) solely for
purposes of calculating EBITDA for any period prior to the date that the German
Lease is deemed to be an operating lease for financial accounting purposes and
not a financing lease, the amount by which EBITDA during such period is
increased as a result of such lease being deemed a financing lease for financial
accounting purposes.

     (c) The definition of "Fixed  Charges" is hereby amended in its entirety to
read as follows:

     "Fixed Charges" shall mean, with respect to any period, the sum (without
duplication) of (a) cash Interest Expense for such period, (b) Capital
Expenditures during such period, (c) income or other taxes actually paid or
payable during such period, (d) regularly scheduled payments of principal on the
Term Loans during such period (other than any such payments during the fiscal
year ending December 31, 2001) and (e) regularly scheduled payments of principal
on other Funded Debt of the Borrower and its Subsidiaries on a consolidated
basis during such period.

     (d) The definition of "Fixed Charges Ratio" is hereby amended in its
entirety to read as follows:

     "Fixed Charges Ratio" shall mean, in respect of any period, the ratio of:

     (i) EBITDA for the preceding four consecutive fiscal quarters, to

     (ii) the excess of (x) Fixed Charges for such four quarters, over (y) all
interest expense attributable to the Permitted High Yield Securities surrendered
to the Trustee for cancellation in connection with the Permitted Makewell
Acquisition during such period.

     (e) The definition of "Interest Coverage Ratio" is hereby amended in its
entirety to read as follows:

     "Interest Coverage Ratio" shall mean, as of any date of determination, the
ratio of:

     (i) EBITDA for the preceding four consecutive fiscal quarters, to
<PAGE>   4
     (ii) the excess of (x) cash Interest Expense for such four quarters, over
(y) all interest expense attributable to the Permitted High Yield Securities
surrendered to the Trustee for cancellation in connection with the Permitted
Makewell Acquisition during such period; provided, that for purposes of
calculating the Interest Coverage Ratio for (a) the last day of the first full
fiscal quarter of 2000, Interest Expense shall be based on Interest Expense for
such fiscal quarter multiplied by 4, (b) the last day of the second full fiscal
quarter 2000, Interest Expense shall be based on Interest Expense for the six
month period ending on such date multiplied by 2 and (c) the last day of the
third full fiscal quarter of 2000, Interest Expense shall be based on Interest
Expense for the nine month period ending on such date multiplied by 4/3;

     (f) The following definition of "Permitted Makewell Acquisition" is hereby
added in the appropriate alphabetical order:

     "Permitted Makewell Acquisition" shall mean the acquisition by the Borrower
of Permitted High Yield Securities with a face amount of not less than
$20,000,000.

     (g) The following definition of "Permitted Makewell Acquisition Transaction
Documents" is hereby added in the appropriate alphabetical order:

     "Permitted Makewell Acquisition Transaction Documents" shall mean the
collective reference to (i) the Holdings - Holdings II Securities Purchase
Agreement, dated as of April 30, 2001, between the Parent and Heat Holdings II,
(ii) the Holdings - ATT Securities Purchase Agreement, dated as of April 30,
2001, between the Parent and the Borrower, (iii) the ATT - AT Securities
Purchase Agreement, dated as of April 30, 2001, between the Borrower and AT,
(iv) the Warrant to Purchase ___ Series B Preferred Units of AT issued by the
Borrower, (v) the Second Amended and Restated Certificate of Incorporation of
Aavid Thermal Technologies, Inc., (vi) the Amended and Restated Limited
Liability Company Agreement of Aavid Thermalloy, LLC, (vii) the Makewell
Securities Purchase Agreement, dated as of April 30, 2001, among Heat Holdings
Corp., Heat Holdings II Corp., Willis Stein & Partners II, L.P., Willis Stein &
Partners III, L.P., other coinvestor entities set forth on the signature page to
such Agreement, as Coinvestors, and certain members of the management of Aavid
Thermal Technologies, Inc. and its subsidiaries set forth on the signature page
to such Agreement, as Management Investors, (viii) the Call Option Agreements,
dated as of April 30, 2001, between Heat Holdings II Corp., as Seller, and each
of the stockholders of Holdings II, as Buyer, (ix) the Second Amended and
Restated Certificate of Incorporation of Heat Holdings II Corp., (x) the Second
Amended and Restated Certificate of Incorporation of Heat Holdings Corp. and
(xi) the Security Holders' Agreement, dated as of April 30, 2001, among Holdings
II , as an Issuer of Securities (as defined therein), the Parent, as an Issuer
of Securities, Willis Stein & Partners II, L.P., Willis Stein & Partners III,
L.P., other coinvestor entities set forth on the signature page to such
Agreement, as Coinvestors and certain members of the management of Aavid Thermal
Technologies, Inc. and its subsidiaries set forth on the signature page to such
Agreement, as Management Investors.

     (h) The definition of "Revolving Credit Commitment" is hereby amended in
its entirety to read as follows: "Revolving Credit Commitment" shall mean, as to
any Revolving Credit Lender, the obligation of such Lender to make Revolving
Credit Loans to the Borrower in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth under the heading "Revolving
Credit Commitments" opposite such Lender's name on Schedule I, as such amount
<PAGE>   5
may be reduced from time to time pursuant to this Agreement. As of the date of
this Agreement, the aggregate amount of the Revolving Credit Commitments is
equal to $22,000,000. Commencing on April 30, 2001, the aggregate amount of the
Revolving Credit Commitment shall be reduced to $17,000,000, as such amount may
be adjusted pursuant to the terms of the Credit Agreement.

     (i) The definition of "Supplemental Equity Contribution" is hereby amended
in its entirety to read as follows:

     "Supplemental Equity Contribution" shall mean (i) an amount of cash equity
contributed by the stockholders of the Parent and Heat Holdings II and further
contributed by the Parent and Heat Holdings II to the Borrower to prepay Term
Loans in accordance with Section 2.9(f); provided, that the principal amount so
prepaid shall not be less than $8,000,000 in the aggregate, and (ii) an amount
of Permitted High Yield Securities with a face amount of not less than
$20,000,000 acquired for a price of not less than $17,000,000, which Permitted
High Yield Securities were acquired by such stockholders, were contributed by
such stockholders to the Parent and Heat Holdings II respectively and were
contributed by the Parent and Heat Holdings II to the Borrower to effect the
Permitted Makewell Acquisition.

     (j) The definition of "Warrant Agreement" is hereby amended in its entirety
to read as follows:

     "Warrant Agreement" shall mean the Warrant Agreement dated as of February
2, 2000, among the Borrower and Bankers Trust Company, as warrant agent.

     SECTION 2. Amendments to Article 2 of the Credit Agreement

     (a) Section 2.9(f) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (f)  On or before April 30, 2001, (i) the Borrower shall have received the
          Supplemental Equity Contribution from the Parent and Heat Holdings II
          and the Borrower shall deliver to the Administrative Agent cash of
          $8,000,000 of such Supplemental Equity Contribution of which (1)
          $6,000,000 shall be applied, in equal amounts, against each of the
          next three scheduled payments of principal of the Term Loans and (2)
          $2,000,000 shall be applied, in equal amounts, against each of the
          four scheduled payments of principal of the Term Loans during the
          fiscal year ending December 31, 2002, and (ii) the Permitted High
          Yield Securities which constitute a portion of the Supplemental Equity
          Contribution shall have been surrendered to the Trustee (as defined in
          the Indenture) for cancellation pursuant to Section 2.11 of the
          Indenture.

     SECTION 3. Amendments to Article 5 of the Credit Agreement.

     (a) Section 5.2(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (a)  concurrently with the delivery of the financial statements referred to
          in Section 5.1(a) and Section 5.1(c), a certificate of the independent
          certified public accountants reporting on such financial statements
          stating that in making the examination necessary therefor no knowledge
          was obtained of any Default or Event of Default, except as specified
          in such certificate;
<PAGE>   6
     SECTION 4. Amendments to Article 6 of the Credit Agreement.

     (a) Section 6.1(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (a)  Interest Coverage Ratio. On the last day of any fiscal quarter
          commencing with the fiscal quarter ending July 1, 2000, permit the
          Interest Coverage Ratio for the twelve-month period ending on the last
          day of such fiscal quarter to be less than the ratio set forth
          opposite such period below:

<TABLE>
<CAPTION>
          Period                                            Interest Coverage Ratio
          <S>                                               <C>
          June 30, 2000 through December 31, 2000 ......... 1.50 to 1.00
          January 1, 2001 through December 31, 2001 ....... 1.75 to 1.00
          January 1, 2002 through June 30, 2002 ........... 2.00 to 1.00
          July 1, 2002 through December 31, 2002 .......... 2.25 to 1.00
          January 1, 2003 and thereafter .................. 2.75 to 1.00
</TABLE>

     (b) Section 6.1(c) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (c) Total Leverage Ratio. Permit the Total Leverage Ratio during any period
to exceed the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
          Period                                            Total Leverage Ratio
          <S>                                               <C>
          Effective Date through September 30, 2001 ....... 4.50 to 1.00
          October 1, 2001 through March 31, 2002 .......... 4.25 to 1.00
          April 1, 2002 through June 30, 2002 ............. 4.00 to 1.00
          July 1, 2002 and thereafter ..................... 3.75 to 1.00
</TABLE>

     (c) Section 6.2(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (b) Indebtedness of the Parent, Heat Holdings II, the Borrower or any
Subsidiary (including Financing Leases) incurred to finance the purchase price
of equipment, fixtures and other similar property of the Borrower or such
Subsidiary in an amount not to exceed the Dollar Equivalent of $2,000,000 at any
one time outstanding;

     (d) Section 6.6(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (a)  the sale or other disposition of (i) Inventory in the ordinary course
          of business, (ii) obsolete or worn out property in the ordinary course
          of business and (iii) equipment no longer useful for the business of
          the Parent, Heat Holdings II, the Borrower or any of their respective
          Subsidiaries; provided, that such determination as to usefulness is
          made in good faith by (x) management of such Person if the then
          aggregate fair market value of such equipment does not exceed the
          Dollar Equivalent of $2,500,000 or (y) the board of directors of such
          Person if the then aggregate fair market value of such equipment
          exceeds the Dollar Equivalent of $2,500,000;

     (e) Section 6.6(d) of the Credit Agreement is hereby amended in its
entirety to read as follows:
<PAGE>   7
     (d)  the issuance of the Management Shares and options to acquire
          Management Shares (which options shall be non-transferable other than
          to estate planning vehicles controlled by the recipient of such
          options and pursuant to the laws of devise and descent provided that
          in no event shall the aggregate amount of Management Shares and
          options for Management Shares issued and outstanding exceed 10% of the
          Fully Diluted Outstanding Capital Stock of Fluent or AT as,
          applicable);

     (f) Section 6.6(i) of the Credit Agreement is hereby amended by deleting
the "and" following the ";" at the end thereof.

     (g) Section 6.6(j) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (j)  the issuance of the Warrants and the issuance of Capital Stock of the
          Borrower upon exercise of the Warrants;

     (k)  any issuance or transfer of Capital Stock of the Borrower or an
          Approved Subsidiary to the Borrower, the Parent or Heat Holdings II
          (provided, that any such Capital Stock shall have been pledged to the
          Administrative Agent for the benefit of the Lenders pursuant to the
          Borrower Pledge Agreement, Parent Pledge Agreement or the Heat
          Holdings II Pledge Agreement, as applicable);

     (l)  any issuance of Capital Stock of the Parent and Heat Holdings II; and

     (m)  any transfer of Permitted High Yield Securities by the Parent or Heat
          Holdings II to the Borrower.

     (h) Section 6.7(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (b)  Prepay, redeem, purchase, defease or otherwise satisfy prior to the
          scheduled maturity thereof in any manner, or make any payment in
          violation of any subordination terms of, any Indebtedness, other than
          (i) the prepayment of the Loans in accordance with the terms of this
          Agreement, (ii) the cancellation by the Borrower of Permitted High
          Yield Securities obtained as capital contributions or with the
          proceeds of capital contributions and (iii) acquisitions of Permitted
          High Yield Securities from stockholders of the Parent and Heat
          Holdings II by the Parent or Heat Holdings II, provided that the sole
          consideration therefor is Capital Stock of the Parent or Heat Holdings
          II.

     (i) Section 6.9(d) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (d)  any investment by (i) the Parent or Heat Holdings II in the Borrower,
          (ii) the Parent, Heat Holdings II or the Borrower in any Approved
          Subsidiary or any wholly-owned, direct or indirect Subsidiary of an
          Approved Subsidiary, (iii) any investment by any Subsidiary in the
          Borrower or any Approved Subsidiary or any wholly-owned, direct or
          indirect Subsidiary of an Approved Subsidiary;

     (j) Section 6.9(g) of the Credit Agreement is hereby amended in its
entirety to read as follows:
<PAGE>   8
     (g)  any advance, loan or other investment by the Parent, Heat Holdings II,
          the Borrower or any Domestic Subsidiary to any Subsidiary that is not
          an Approved Subsidiary, provided, that the sum of (i) the aggregate
          amount of all such advances, loans and other investments plus (ii) (to
          the extent not duplicative) Indebtedness under Section 6.2(e), shall
          not exceed the Dollar Equivalent of (A) $5,000,000 in the case of any
          Subsidiary that is not an Approved Subsidiary, and (B) $10,000,000 in
          the aggregate, in the case of all Subsidiaries that are not Approved
          Subsidiaries, in each case, at any time outstanding;

     (k) Section 6.10 of the Credit  Agreement is hereby amended in its entirety
to read as follows:

     6.10 Limitation on Transactions with Affiliates. Enter into any
          transaction, including, without limitation, any purchase, sale, lease
          or exchange of property or the rendering of any service, with any
          Affiliate unless such transaction is otherwise permitted under this
          Agreement or (a) in the ordinary course of the Parent's, Heat Holdings
          II's or a Subsidiary's business and (b) upon fair and reasonable terms
          no less favorable to the Parent, Heat Holdings II or such Subsidiary,
          as the case may be, than it would obtain in a comparable arm's length
          transaction with a Person which is not an Affiliate.

     SECTION 5. Waiver. Effective as of the date first written above, subject to
the satisfaction of the conditions precedent set forth in Section 7 below, the
Lenders, the Issuer, the Administrative Agent and the Documentation Agent each
hereby waives the Events of Default pursuant to Section 7.1 of the Credit
Agreement occurring due to the noncompliance (a) with the financial covenants
set forth in Section 6.1(c) of the Credit Agreement, for the period ending
December 31, 2000, and (b) with the financial covenants set forth in Section
6.1(a), Section 6.1(b) and Section 6.1(c) of the Credit Agreement, for the
period ending March 31, 2001. The Lenders, the Issuer, the Administrative Agent
and the Documentation Agent hereby expressly reserve all of their rights with
respect to the occurrence of other Events of Default, if any, whether previously
existing or hereinafter arising or which exist at any time on or after the date
first written above.

     SECTION 6. Representations and Warranties of the Borrower. To induce the
Administrative Agent, the Issuer and the Lenders to enter into this Amendment,
each of the Parent, Heat Holdings II and the Borrower represents and warrants to
the Administrative Agent, the Issuer and the Lenders that, on the Effective Date
(as defined below) after giving effect to this Amendment, all the
representations and warranties of each of the Parent, Heat Holdings II and the
Borrower and each Loan Party in or pursuant to any Loan Document shall be true
and correct in all material respects on and as of such date as if made on and as
of such date (other than any such representations or warranties that, by their
terms, refer to a specific date, in which case as of such specific date).

     SECTION 7. Conditions to Effectiveness. This Amendment shall be effective
(such date, the "Effective Date") when the following conditions precedent shall
have been satisfied:

     (a) The Administrative Agent shall have received counterparts hereof
executed by duly authorized officers of each of the Parent, Heat Holdings II and
the Borrower, and by duly authorized signatories of the Lenders.
<PAGE>   9
     (b) The Administrative Agent shall have received for the ratable benefit of
each consenting Lender an amendment fee in an amount equal to 0.25% of the Loan
Commitments after giving effect to this Amendment.

     (c) The Administrative Agent shall have received a consent from each
Guarantor not a party hereto in the form attached hereto as Exhibit A.

     (d) The Administrative Agent shall have received, with a counterpart for
each Lender, the executed original legal opinion of counsel to the Parent, the
Borrower and Heat Holdings II, substantially in the form attached hereto as
Exhibit B.

     (e) The Administrative Agent shall have received a certificate executed by
a Responsible Officer of the Borrower, (x) certifying as to the matters set
forth in Section 6 above and (y) stating that on the date hereof and after
giving effect to the Loans outstanding and the consummation of the transactions
contemplated by this Amendment: (A) no Default or Event of Default has occurred
and is continuing; (B) no Material Adverse Effect has occurred since the date of
the then most recent audited consolidated financial statements of the Borrower
delivered to the Administrative Agent pursuant to Section 5.1 of the Credit
Agreement; (C) the representations and warranties set forth in the Loan
Documents are true and correct in all material respects on and as of the date
hereof as if made on and as of the date hereof (other than any such
representations or warranties that, by their terms, refer to a specific date, in
which case as of such specific date); and (D) the Borrower is in compliance with
all the terms and provisions set forth in the Credit Agreement on its part to be
observed and performed, substantially in the form attached hereto as Exhibit C.

     (f) The Administrative Agent shall have received a Compliance Certificate
on a pro-forma basis dated as of December 31, 2000 and March 31, 2001,
demonstrating pro-forma compliance as of December 31, 2000 and March 31, 2001
respectively (after giving effect to the Supplemental Equity Contribution, the
Permitted Makewell Acquisition and this Amendment) with the financial covenants
in respect of the Total Leverage Ratio and the Senior Leverage Ratio.

     (g) The Administrative Agent shall have received $8,000,000 in cash to be
applied in the manner set forth in Section 2.9(f) of the Credit Agreement, as
amended.

     (h) The Administrative Agent shall have received from the Borrower a
certificate executed by a Responsible Officer of the Borrower that stockholders
of the Parent have acquired Permitted High Yield Securities with a face value of
not less than $20,000,000 for not less than $17,000,000 and such Permitted High
Yield Securities have been contributed by such stockholders to the Parent and
Heat Holdings II and the Parent and Heat Holdings II have contributed such
Permitted High Yield Securities to the Borrower.

     (i) The Administrative Agent shall have received, with a counterpart for
each Lender, the executed original Omnibus Amendment substantially in the form
attached hereto as Exhibit D.

     (j) The Administrative Agent shall have received fully executed copies of
the Permitted Makewell Acquisition Transaction Documents, and any certificates
evidencing Capital Stock issued by the Borrower or any Subsidiary pursuant to
the transactions contemplated thereunder.

     (k) All fees and expenses due and owing to the Administrative Agent or any
<PAGE>   10
Lender (including, without limitation, any reasonable fees and expenses of
counsel to the Administrative Agent) shall have been paid.

     SECTION 8. Reference to and Effect in the Loan Documents.

     (a) Upon the Effective Date, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.

     (b) Except as specifically amended above, the Credit Agreement and all
other Loan Documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Loan Documents and all the Collateral described
therein do and shall continue to secure the payment of all obligations of the
Borrower under the Credit Agreement, the Notes and the other Loan Documents, in
each case as amended hereby.

     (c) 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 any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

     SECTION 9. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.

     SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.

                                     AAVID THERMAL TECHNOLOGIES, INC.

                                     By: /s/ Bharatan R. Patel
                                        -------------------------------------
                                     Name: Bharatan R. Patel
                                     Title: President and Chief Executive
                                            Officer

                                     HEAT HOLDINGS CORP.

                                     By: /s/ Bharatan R. Patel
                                        -------------------------------------
                                     Name: Bharatan R. Patel
                                     Title: Vice President

                                     HEAT HOLDINGS II CORP.

                                     By: /s/ Bharatan R. Patel
                                        -------------------------------------
                                     Name: Bharatan R. Patel
                                     Title: Vice President

                                     CANADIAN IMPERIAL BANK OF COMMERCE, as
                                     Issuer and Administrative Agent
<PAGE>   11
                                     By: /s/ Keith Labbate
                                        -------------------------------------
                                     Name: Keith Labbate
                                     Title: Executive Director

                                     CIBC WORLD MARKETS CORP., as Lead Arranger
                                     and Bookrunner

                                     By: /s/ Keith Labbate
                                        -------------------------------------
                                     Name: Keith Labbate
                                     Title: Executive Director

                                     FLEET NATIONAL BANK, as Documentation Agent

                                     By: /s/ George A Nicholson
                                        -------------------------------------
                                     Name: George A Nicholson
                                     Title: Vice President

                                     LENDERS:

                                     CIBC INC.

                                     By: /s/ Keith Labbate
                                        -------------------------------------
                                     Name: Keith Labbate
                                     Title: Executive Director

                                     LASALLE BANK NATIONAL ASSOCIATION

                                     By: /s/ Peter J. Bulandr
                                        -------------------------------------
                                     Name: Peter J. Bulandr
                                     Title: Senior Vice President

                                     FLEET NATIONAL BANK

                                     By: /s/ George A Nicholson
                                        -------------------------------------
                                     Name: George A Nicholson
                                     Title: Vice President

                                     CITIZENS BANK

                                     By: ________________________________
                                     Name:
                                     Title:


                                    EXHIBIT A
                            REAFFIRMATION AND CONSENT

     Each of the undersigned Guarantors hereby consents to the foregoing
Amendment No. 1 and agrees that such Amendment shall not constitute or be deemed
a modification or novation of its guarantee.

                                     HEAT HOLDINGS II CORP.

                                     By: /s/ Bharatan R. Patel
                                        -------------------------------------
                                     Name: Bharatan R. Patel
                                     Title: Vice President
<PAGE>   12
                                     HEAT HOLDINGS CORP.

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   Vice President

                                     AAVID THERMAL PRODUCTS, INC.

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     AAVID THERMALLOY LLC

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     THERMALLOY INVESTMENT CO., INC.

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     THERMALLOY, INC.

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     AAVID THERMALLOY OF TEXAS LLC

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     APPLIED THERMAL TECHNOLOGIES LLC

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     AAVID THERMALLOY SW, LLC

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President

                                     FLUENT HOLDINGS, INC.

                                              /s/ Bharatan R. Patel
                                     By:      ________________________________
                                     Name:    Bharatan R. Patel
                                     Title:   President


                                    EXHIBIT B
<PAGE>   13
                       FORM OF LEGAL OPINION OF COUNSEL TO
                  THE PARENT, THE BORROWER AND HEAT HOLDINGS II


                                    EXHIBIT C

                        RESPONSIBLE OFFICER'S CERTIFICATE


                                    EXHIBIT D

                            FORM OF OMNIBUS AMENDMENT