EXECUTION COPY
                                                   FACILITY B (5-YEAR)


                          AMENDMENT No. 1 (this "Amendment"),
                         dated as of June 30, 1997, to the 5-Year
                         Amended and Restated Credit Agreement (the
                         "Facility B Credit Agreement"), dated as of
                         July 1, 1996, among KUHLMAN CORPORATION, a
                         Delaware corporation (the "Borrower"); the
                         Guarantors referred to therein; the financial
                         institutions from time to time party thereto
                         (the "Lenders"); and THE CHASE MANHATTAN
                         BANK, as swingline lender (in such capacity,
                         the "Swingline Lender") and as agent for the
                         Lenders (in such capacity, the
                         "Administrative Agent").
          
          
               A.  The Borrower is party to (a) the above-
          referenced Facility B Credit Agreement and (b) a certain
          364-Day Amended and Restated Credit Agreement (the "Facility
          A Credit Agreement") dated as of July 1, 1996, among the
          Borrower, the Guarantors, the Lenders and The Chase
          Manhattan Bank, as Swingline Lender and Administrative Agent
          (together, the "Amended and Restated Credit Agreements").
          
               B.  The Borrower has requested and the Administra-          
          tive Agent and the Lenders have agreed to amend certain
          provisions of the Amended and Restated Credit Agreements in
          order to (a) extend the Maturity Date under the Facility B
          Credit Agreement until the fifth anniversary of the
          Amendment Effective Date, (b) extend the Conversion Date
          under the Facility A Credit Agreement an additional 364 days
          from the Existing Conversion Date pursuant to Section 2.21
          thereof, (c) increase the aggregate principal amount
          available for Revolving Loans under the Facility B Credit
          Agreement from $125 million to $165 million and (d) increase
          the aggregate principal amount available for Swingline Loans
          under the Facility A Credit Agreement and the Facility B
          Credit Agreement from $10 million to $15 million. 
          
               C.  The Borrower, the Administrative Agent and the
          Lenders have agreed to amend the Facility B Credit Agreement
          for the limited purposes described and on the terms and
          conditions set forth herein.
          
               D.  Capitalized terms used and not otherwise
          defined herein shall have the meanings assigned to such
          terms in the Facility B Credit Agreement.
          
          
               NOW, THEREFORE, for valuable consideration, the
          receipt and sufficiency of which are hereby acknowledged,
          the parties hereto hereby agree, on the terms and subject to
          the conditions set forth herein, as follows:
          
               SECTION 1.  Amendment of Section 1.01. 
          Section 1.01 of the Facility B Credit Agreement is hereby
          amended as follows:
          
               (a)  The definition of "Amendment Effective Date"
          is hereby inserted in alphabetical order to read as follows:
          
               "'Amendment Effective Date' shall mean the date on
               which each condition to effectiveness set forth in
               Section 6 of Amendment No. 1 to this Agreement dated as
               of June 30, 1997, has been satisfied."
          
               (b)  The definition of "Applicable Commitment Fee
          Percentage" is hereby amended and restated in its entirety
          to read as follows:
          
               "'Applicable Commitment Fee Percentage' shall
               mean, for any day, the applicable percentage set forth
               below under the caption 'Fee Percentage', based upon
               the Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
          
          
          Leverage Ratio               Fee Percentage 
          --------------               --------------
         
          <S>                             <C> 
          Category 1
          Less than or equal to
          1:25                            0.125
          
          
          Category 2
          Greater than 1.25 but
          less than or equal to
          1.75                            0.150
          
          
          Category 3
          Greater than 1.75 but
          less than or equal to
          2.50                            0.200
          
          
          Category 4
          Greater than 2.50 but
          less than or equal to
          3.00                            0.225
          
          
          Category 5
          Greater than 3.00 but
          less than or equal to
          3.50                            0.250
          
          
          Category 6
          Greater than 3.50               0.300

</TABLE>
          
          
          The Leverage Ratio utilized for purposes of determining the
          Fee Percentage shall be that in effect as of the last day of
          the most recently completed fiscal quarter of the Borrower
          in respect of which financial statements have been delivered
          pursuant to this Agreement or the Existing Credit Agreement. 
          Each change in the Applicable Commitment Fee Percentage
          resulting from a change in the Leverage Ratio shall be
          effective on and after the date of delivery to the Admini-
          
          strative Agent of the applicable financial statements to the
          date of delivery of financial statements and certificates
          indicating another such change."
          
               (c)  The definition of "Applicable Margin" is
          hereby amended and restated in its entirety to read as
          follows:
          
               "'Applicable Margin' shall mean, for any day, with
               respect to any Eurodollar Loan or Swingline Loan, as
               the case may be, the applicable percentage set forth
               below under the caption 'LIBOR Spread' or 'Swingline
               Spread', as the case may be, based upon the Leverage
               Ratio as set forth below:

<TABLE>
<CAPTION>
          
          
                                       LIBOR           Swingline
          Leverage Ratio               Spread          Spread
          -----------------            ------          ---------
                                                                    
          <S>                          <C>             <C>
          Category 1
          Less than or equal to
          1.25                         0.3500          0.4125
          
          
          Category 2
          Greater than 1.25 but
          less than or equal to
          1.75                         0.4000          0.4625
          
          
          Category 3
          Greater than 1.75 but
          less than or equal to
          2.50                         0.5000          0.5625
          
          
          Category 4
          Greater than 2.50 but
          less than or equal to
          3.00                         0.6250          0.6875
          
          
          Category 5
          Greater than 3.00 but
          less than or equal to
          3.50                         0.7500          0.8125
          
          
          Category 6
          Greater than 3.50            1.2500          1.3125          

</TABLE>
          
          The Leverage Ratio utilized for purposes of determining the
          Eurodollar Spread and the Swingline Spread shall be that in
          effect as of the last day of the most recently completed
          fiscal quarter of the Borrower in respect of which financial
          statements have been delivered pursuant to this Agreement or
          the Existing Credit Agreement.  Each change in the
          Applicable Margin resulting from a change in the Leverage
          Ratio shall be effective with respect to all Loans and
          Commitments outstanding on and after the date of delivery to
          the Administrative Agent of the applicable financial
          statements to the date of delivery of financial statements
          and certificates indicating another such change."
          
               (d)  The definition of "Effective Date" is hereby
          amended and restated in its entirety to read as follows:
          
               "'Effective Date' shall mean the Amendment
               Effective Date."
          
               SECTION 2.  Amendment of Section 2.21(a). 
          Section 2.21(a) of the Facility B Credit Agreement is hereby
          amended by deleting the first sentence therefrom and
          restating it in its entirety as follows:
          
               "On the terms and subject to the conditions and
               relying upon the representations and warranties herein
               set forth, the Swingline Lender agrees, at any time and
               from time to time from and including the Effective Date
               to but excluding the earlier of (x) the Maturity Date
               and (y) the termination of the Commitments in accor-
               
               dance with the terms hereof, to make Swingline Loans to
               the Borrower in an aggregate principal amount at any
               time outstanding not to exceed the lesser of
               (i) $15,000,000 minus the aggregate amount of the
               swingline loans outstanding under the Facility A Credit
               Agreement at such time and (ii) the excess of the
               aggregate amount of the Commitments over the Aggregate
               Revolving Loan Exposure at such time."
          
               SECTION 3.  Amendment of Section 3.05.  Each
          reference in Section 3.05 of the Facility B Credit Agreement
          to "December 31, 1995" is hereby replaced with a reference
          to "December 31, 1996", and each reference in Section 3.05
          of the Facility B Credit Agreement to "March 31, 1996" is
          hereby replaced with a reference to "March 31, 1997".
          
               SECTION 4.  Amendment of Schedules. 
          (a) Schedule 2.01 to the Facility B Credit Agreement is
          hereby deleted and replaced with Schedule 2.01 to this
          Amendment.
          
               (b)  Schedule 3.08 to the Facility B Credit
          Agreement is hereby deleted and replaced with Schedule 3.08
          to this Amendment.
          
               SECTION 5.  Representations and Warranties.  The
          Borrower represents and warrants as of the Amendment
          Effective Date to each of the Lenders and the Administrative
          Agent that:
          
               (a)  This Amendment has been duly authorized,
          executed and delivered by the Borrower, and this Amendment
          is, and the Facility B Credit Agreement, as amended hereby,
          will upon the Amendment Effective Date be, the legal, valid
          and binding obligation of the Borrower, enforceable against
          the Borrower in accordance with its terms, except as
          enforceability may be limited by applicable bankruptcy,
          insolvency, or similar laws affecting the enforcement of
          creditors' rights generally or by equitable principles
          relating to enforceability (whether enforcement is sought by
          proceedings in equity or at law).
          
               (b)  The representations and warranties set forth
          in Article III of the Facility B Credit Agreement, as
          amended hereby, are true and correct in all material
          respects with the same effect as if made on the Amendment
          Effective Date, except to the extent such representations
          and warranties expressly relate to an earlier date.
          
               (c)  Immediately before and immediately after the
          effectiveness of this Amendment, no Event of Default or
          Default has occurred and is continuing.
          
               SECTION 6.  Conditions to Effectiveness.  This
          Amendment shall become effective as of and from the
          Amendment Effective Date when (a) the Administrative Agent
          shall have received counterparts of this Amendment that,
          when taken together, bear the signatures of all the parties
          hereto and (b) each of the following conditions precedent
          shall have been satisfied in respect of this Amendment:
          
               (i) the Borrower shall have requested Borrowings
               under the Facility A Credit Agreement or the Facility B
               Credit Agreement to be made on the Amendment Effective
               Date immediately after the effectiveness of this
               Amendment in a principal amount equal to the aggregate
               principal amount of the Loans to be outstanding on such
               date immediately prior to the effectiveness of this
               Amendment (the "Outstanding Loans"), and arrangements
               shall have been made for the proceeds of such
               Borrowings to be applied on the Amendment Effective
               Date to repay in full the Outstanding Loans;
          
               (ii) the Borrower shall have paid all fees and
               other amounts accrued for the accounts of or otherwise
               owed to the Lenders as of the Amendment Effective Date,
               whether or not at the time due and payable, including,
               subject to Section 7 below, amounts owed under
               Section 2.15 by reason of the repayment of the
               Outstanding Loans referred to in paragraph (i) above;
          
               (iii) the Administrative Agent shall have received a
               certificate, dated the Amendment Effective Date and
               signed by a Financial Officer of the Borrower,
               confirming (A) that the representations and warranties
               set forth in Article III of the Facility B Credit
               Agreement, as amended hereby, are true and correct in
               all material respects, with the same effect as though
               made on and as of the Amendment Effective Date, except
               to the extent that such representations and warranties
               expressly relate to an earlier date, and (B) that no
               Event of Default or Default has occurred and is
               continuing;
          
               (iv) the Administrative Agent shall have received
               certified copies of the resolutions of the Board of
               Directors of the Borrower approving or authorizing
               approval of the execution and delivery of this
               Amendment and the performance of the Facility B Credit
               Agreement as amended hereby;
          
               (v) the Administrative Agent shall have received a
               certificate of the Secretary or an Assistant Secretary
               of the Borrower, dated the Amendment Effective Date,
               (A) as to the absence of amendments to the certificate
               of incorporation or the by-laws of the Borrower since
               July 31, 1995 (or, in the event there shall have been
               any such amendments, setting forth copies thereof
               certified by the Secretary of State of Delaware in the
               case of amendments to the certificate of incorporation
               and by the Secretary or an Assistant Secretary of the
               Borrower in the case of amendments to the by-laws), and
               (B) certifying the incumbency and signatures of the
               officer or officers of the Borrower signing this
               Amendment;
          
               (vi) the Administrative Agent shall have received a
               satisfactory written opinion of counsel for the
               Borrower, dated the Amendment Effective Date and
               addressed to the Lenders; and 
          
               (vii) the Amendment Effective Date shall have
               occurred on or prior to June 30, 1997.
          
               SECTION 7.  Special Provisions Regarding Interest
          Periods and Breakage.  Notwithstanding any other provision
          of the Facility A Credit Agreement or the Facility B Credit
          Agreement, (a) the Borrowings referred to in Section 6(b)(i)
          (the "Effective Date Borrowings") will have Interest Periods
          ending on the same dates as the Interest Periods applicable
          to the Borrowings outstanding on the Amendment Effective
          Date immediately prior to the effectiveness of this Amend-
          
          ment (the "Outstanding Borrowings"), and the aggregate
          amount of such Effective Date Borrowings of each Interest
          Period will be equal to the amount of the Outstanding
          Borrowing with the corresponding Interest Period; (b) that
          portion of the Loans made by each Lender as part of the
          Effective Date Borrowings that does not exceed the
          Outstanding Loans of such respective Lenders will bear
          interest from and after the Amendment Effective Date at
          rates equal to the LIBO Rates used in determining the rates
          applicable to the corresponding Outstanding Borrowings plus
          the Applicable Margin from time to time in effect (giving
          effect to this Amendment); (c) all other Loans or portions
          of Loans made as part of the Effective Date Borrowings by
          Lenders will bear interest from and after the Amendment
          Effective Date at rates equal to the applicable LIBO Rates
          two Business Days prior to the Amendment Effective Date plus
          the Applicable Margin from time to time in effect (giving
          effect to this Amendment); and (d) each Lender with a
          Commitment under the Facility B Credit Agreement on the date
          hereof that will continue to have a Commitment under the
          Facility B Credit Agreement after the Amendment Effective
          Date hereby waives any claims it might otherwise have under
          Section 2.15 of the Facility B Credit Agreement by reason of
          the repayment on the Amendment Effective Date of the
          Outstanding Borrowings to the extent that the Loans made by
          it on the Amendment Effective Date are at least equal to the
          Loans made by it that are repaid on the Amendment Effective
          Date.
          
               SECTION 8.  Agreement.  Except as specifically
          stated herein, the provisions of the Facility B Credit
          Agreement are and shall remain in full force and effect.  As
          used therein, the terms "Agreement", "herein", "hereunder",
          "hereinafter", "hereto", "hereof" and words of similar
          import shall, unless the context otherwise requires, refer
          to the Facility B Credit Agreement as amended hereby.
          
               SECTION 9.  Effect of Amendment.  Except as
          expressly set forth herein, this Amendment shall not by
          implication or otherwise limit, impair, constitute a waiver
          of or otherwise affect the rights and remedies of the
          Lenders under the Facility B Credit Agreement, and shall not
          alter, modify, amend or in any way affect any of the terms,
          conditions, obligations, covenants or agreements contained
          in the Facility B Credit Agreement, all of which are
          ratified and affirmed in all respects and shall continue in
          full force and effect.  Nothing herein shall be deemed to
          entitle the Borrower to a consent to, or a waiver,
          amendment, modification or other change of, any of the
          terms, conditions, obligations, covenants or agreements
          contained in the Facility B Credit Agreement in similar or
          different circumstances.  This Amendment shall apply and be
          effective only with respect to the provisions of the
          Facility B Credit Agreement specifically referred to herein.
          
               SECTION 10.  Applicable Law.  THIS AMENDMENT SHALL
          BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
          OF THE STATE OF NEW YORK.
          
               SECTION 11.  Counterparts.  This Amendment may be
          executed in two or more counterparts, each of which shall
          constitute an original but all of which when taken together
          shall constitute but one contract.
          
               SECTION 12.  Expenses.  The Borrower agrees to
          reimburse the Administrative Agent for all reasonable out-
          of-pocket expenses incurred by it in connection with this
          Amendment, including, but not limited to, the reasonable
          fees, charges and disbursements of Cravath, Swaine & Moore,
          counsel for the Administrative Agent.
          
          
               IN WITNESS WHEREOF, the parties hereto have caused
          this Amendment to be executed by their respective officers
          thereunto duly authorized, as of the date first above
          written.
          
          
          KUHLMAN CORPORATION, as Borrower,
          
            by
                 /s/ Vernon J. Nagel                                  
              -------------------------------
              Name:  Vernon J. Nagel
              Title:  Executive Vice
                      President of Finance
          
          
          KUHLMAN ELECTRIC CORPORATION,
          COLEMAN CABLE SYSTEMS, INC.,
          TRANSPRO GROUP, INC.,
          SCHWITZER, INC.,
          SCHWITZER U.S. INC.,
          ASSOCIATED ENGINEERING COMPANY,
               and
          BARON WIRE & CABLE CORP., as Guarantors,
          
            by
                 /s/ Vernon J. Nagel                                  
              -------------------------------
              Name:  Vernon J. Nagel
              Title:  Vice President
          
          
          THE CHASE MANHATTAN BANK,
          individually and as Administrative Agent,
          
            by
                 /s/ Karen M. Sharf                                   
              -------------------------------
              Name:  Karen M. Sharf
              Title:  Vice President
          
          
          ABN AMRO BANK N.V., ATLANTA AGENCY,
          
            by
                 /s/ Steven Hipsman                                   
              -------------------------------
              Name:  Steven Hipsman
              Title:  Vice President
          
            by
                 /s/ Larry Kelley                                     
              -------------------------------
              Name:  Larry Kelley
              Title:  Group Vice President
          
          
          AMSOUTH BANK OF ALABAMA,
          
            by
                 /s/ Joseph P. Maxwell                                
              -------------------------------
              Name:  Joseph P. Maxwell
              Title:  Banking Officer
          
          
          THE FIRST NATIONAL BANK OF BOSTON,
          
            by
                 /s/ Christopher Holtz                                
              -------------------------------
              Name:  Christopher Holtz
              Title:  Vice President
          
          
          BANQUE PARIBAS, NEW YORK BRANCH,
          
            by
                 /s/ Duane Helkowski                                  
              -------------------------------
              Name:  Duane Helkowski
              Title:  Vice President
          
          
            by
                 /s/ John H. McCormick, III                           
              -------------------------------
              Name:  John H. McCormick, III
              Title:  Vice President
          
          
          COMERICA BANK,
          
            by
                 /s/ Kristine L. Anderson                             
              -------------------------------
              Name:  Kristine L. Anderson
              Title:  Account Officer
          
          
          CREDIT LYONNAIS ATLANTA AGENCY,
          
            by
                 /s/ David M. Cawrse                                  
              -------------------------------
              Name:  David M. Cawrse
              Title:  First Vice President &
                      Manager
          
             
          FIRST UNION NATIONAL BANK OF GEORGIA, N.A.,
          
            by
                 /s/ Daniel Evans                                     
              -------------------------------
              Name:  Daniel Evans
              Title:  SVP
          
          
          FUJI BANK, LTD.,
          
            by
                 /s/ Toshiro Mitsui                                   
              -------------------------------
              Name:  Toshiro Mitsui
              Title:  Vice President and
                      Manager
          
          
          HARRIS TRUST AND SAVINGS BANK,
          
            by
                 /s/ Patrick J. McDonnell                             
              -------------------------------
              Name:  Patrick J. McDonnell
              Title:  Vice President
          
          
          MELLON BANK, N.A.,
          
            by
                 /s/ Clifford A. Mull                                 
              -------------------------------
              Name:  Clifford A. Mull
              Title:  Assistant Vice
                      President
          
          
          PNC BANK, NATIONAL ASSOCIATION,
          
            by
                 /s/ Mark Rutherford                                  
              -------------------------------
              Name:  Mark Rutherford
              Title:  Vice President
          
          
          THE SUMITOMO BANK, LIMITED,
          
            by
                 /s/ Sybil H. Weldon                                  
              -------------------------------
              Name:  Sybil H. Weldon
              Title:  Vice President & Mgr.
          
          
            by
                 /s/ Roger N. Arsham                                  
              -------------------------------
              Name:  Roger N. Arsham
              Title:  Vice President
          
          
          SUNTRUST BANK, ATLANTA,
          
            by
                 /s/ Bradley J. Staples                               
              -------------------------------
              Name:  Bradley J. Staples
              Title:  Assistant Vice
                      President
          
            by
                 /s/ David W. Penter                                  
              -------------------------------
              Name:  David W. Penter
              Title:  Group Vice President
          
          
          WACHOVIA BANK, N.A.,
          
            by
                 /s/ Russell W. Boozer                                
              -------------------------------
              Name:  Russell W. Boozer
                   Title:  Vice President