This INTERCREDITOR AND SUBORDINATION AGREEMENT (this

"Agreement"), dated as of August 7, 2002, among (i) THE CIT GROUP/BUSINESS

CREDIT, INC., a New York corporation ("CIT"), (ii) ABLECO FINANCE LLC, a

Delaware limited liability company ("Ableco"), as agent for the Ableco Group

Lenders (as defined below) party to the Ableco Financing Agreement referred to

below (in such capacity, the "Ableco Group Agent"), (iii) TRANSTECHNOLOGY

CORPORATION, a Delaware corporation (the "Company"), (iv) each of the Company's

subsidiaries listed on the signature pages hereto, and (v) each of J.H. WHITNEY

MEZZANINE FUND, L.P., a Delaware limited partnership ("WMF"), ALBION ALLIANCE

MEZZANINE FUND I, L.P., a Delaware limited partnership ("Albion I"), ALBION

ALLIANCE MEZZANINE FUND II, L.P., a Delaware limited partnership ("Albion II"),

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York

corporation ("Equitable"), FLEET CORPORATE FINANCE, INC., a Massachusetts

corporation ("FCFI"), and CITIZENS CAPITAL, INC., a Massachusetts corporation

("Citizens"; and together with WMF, Albion I, Albion II, Equitable and FCFI, the

"Purchasers" and, individually, a "Purchaser").



                  WHEREAS, pursuant to the Financing Agreement, dated as of

August 7, 2002 (as amended, restated, supplemented, or otherwise modified and in

effect from time to time, including any replacement agreement therefor, provided

that any such amendment, restatement, supplement or other modification shall be

subject to the limitations included in the definition of the term Senior Debt in

this Agreement, the "CIT Financing Agreement"), among CIT and the Borrowers (as

defined below), CIT has agreed, upon the terms and subject to the conditions

contained therein, to make loans and otherwise to extend credit to the



Borrowers; and



                  WHEREAS, pursuant to the Financing Agreement, dated as of

August 7, 2002 (as amended, restated, supplemented, or otherwise modified and in

effect from time to time, including any replacement agreement therefor, provided

that any such amendment, restatement, supplement or other modification shall be

subject to the limitations included in the definition of the term Senior Debt in

this Agreement, the "Ableco Financing Agreement"), among the Ableco Group Agent,

the lenders from time to time party thereto (the "Ableco Group Lenders") and the

Borrowers (as defined below), the Ableco Group Agent and the Ableco Group

Lenders have agreed, upon the terms and subject to the conditions contained

therein, to make a term loan to the Borrowers; and



                  WHEREAS, the Purchasers have extended credit to the Company

pursuant to a Securities Purchase Agreement, dated as of August 29, 2000, as

amended by the First Amendment Agreement, dated as of August 7, 2002 (as further

amended as permitted herein and in effect from time to time, the "Subordinated

Agreement"), between the Purchasers and the Company; and







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                  WHEREAS, it is a condition precedent to the Lenders (as

defined below) and the Ableco Group Agent entering into their respective

Financing Agreements that the Company and the Purchasers enter into this

Agreement with CIT and the Ableco Group Agent;



                  NOW, THEREFORE, in consideration of the foregoing, the mutual

agreements herein contained and other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, CIT, the Ableco Group

Agent, each of the Purchasers severally (and not jointly), and to the extent set

forth herein the Company, hereby agree, intending to be legally bound, as

follows:



                  1. DEFINITIONS. Terms not otherwise defined herein have the

same respective meanings given to them in the Ableco Financing Agreement as in

effect on the date hereof. In addition, the following terms shall have the

following meanings:



                  ABLECO GROUP AGENT. As defined in the preamble hereto and

shall include any replacement or successor agent under the Ableco Financing

Agreement.



                  ABLECO GROUP LENDERS. As defined in the preamble hereto,

together with their respective successors and assigns, and shall include any

replacement or successive lenders under the Ableco Financing Agreement.



                  AFFILIATED HOLDER GROUP. With respect to any holder of a

Subordinated Note, such holder and each other holder of a Subordinated Note (a)

that is an Affiliate of such holder, (b) the investments of which are managed by

the same Person or (c) that are within a group of funds, the investments of

which are managed by the same Person or by Affiliates, in each case, considered

as a group.



                  BORROWERS. Collectively, the Company and certain Subsidiaries

of the Company party to the CIT Financing Agreement and the Ableco Financing

Agreement, and their successors and assigns, including without limitation, any

Borrower as debtor, and the estate of any Borrower as debtor, under the federal

Bankruptcy Code as well as any permitted post-confirmation successor to such

debtor under Chapter 11 of the federal Bankruptcy Code.



                  CIT. As defined in the preamble hereto, together with its

respective successors and assigns, and shall include any replacement lender

under the CIT Financing Agreement.



                  COMPANY. As defined in the preamble hereto; provided that

"Company" as used herein includes the Company as debtor, and the estate of the

Company as debtor, under the federal Bankruptcy Code as well as any permitted

post-confirmation successor to such debtor under Chapter 11 of the federal

Bankruptcy Code.



                  CREDIT DOCUMENTS. Collectively, the Financing Agreements and

the Subordinated Agreement.



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                  FINANCING AGREEMENTS. Collectively, the CIT Financing

Agreement and the Ableco Financing Agreement.



                  GUARANTORS. Collectively, each Subsidiary of the Company

(other than a Borrower), whose name appears on the signature pages hereof, each

other person who, from time to time, is a guarantor pursuant to the Senior Loan

Documents, and their successors and assigns, including without limitation, any

Guarantor as debtor, and the estate of any Guarantor as debtor, under the

federal Bankruptcy Code as well as any permitted post-confirmation successor to

such debtor under Chapter 11 of the federal Bankruptcy Code.



                  INSOLVENCY PROCEEDING. A case or proceeding, voluntary or

involuntary, for the distribution, division or application of all or part of the

assets of the Company or any of its Subsidiaries or the proceeds thereof,

whether such case or proceeding be for the liquidation, dissolution or winding

up of the Company or any of its Subsidiaries or their business, a receivership,

insolvency or bankruptcy case or proceeding, an assignment for the benefit of

creditors or a proceeding by or against the Company or any of its Subsidiaries

for relief under the federal Bankruptcy Code or any other bankruptcy,

reorganization or insolvency law or any other law relating to the relief of

debtors, readjustment of indebtedness, reorganization, arrangement, composition

or extension or marshalling of assets or otherwise.



                  LENDERS. Collectively, CIT, the Ableco Group Lenders and the

Ableco Group Agent, together with their respective successors and assigns, and

shall include any replacement or successive lenders under the Financing

Agreements.



                  OBLIGORS.  Collectively, the Borrowers and the Guarantors.



                  PURCHASER OR PURCHASERS. As defined in the preamble hereto,

together with their successors and assigns.



                  SENIOR DEBT. All principal, interest, fees, costs, enforcement

expenses (including reasonable legal fees and disbursements), collateral

protection expenses and other reimbursement or indemnity obligations created or

evidenced by the Financing Agreements or any of the other Senior Loan Documents

or any other document, instrument or agreement executed in connection therewith

or any prior, concurrent or subsequent notes, instruments or agreements of

indebtedness, liabilities or obligations of any type or form whatsoever relating

thereto in favor of any Lender. It is expressly acknowledged and agreed that the

amount of Senior Debt may be increased, the term thereof may be extended or

shortened, and the provisions thereof may be amended, modified, replaced or

restated in any respect, including without limitation, amendments,

modifications, restatements or replacements after the commencement of an

Insolvency Proceeding, provided, however, that in no event shall (i) the

aggregate principal amount of the Senior Debt, as at any date of determination,

exceed $39,000,000 minus, as to any term loan, all payments of principal on such

term loan paid by the Borrowers between the date hereof and such date of

determination and, as to any revolving credit loan, the







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aggregate amount of all permanent reductions of commitments to provide such

revolving credit loan between the date hereof and such date of determination,

provided that the foregoing limitation shall not apply to obligations consisting

of interest (including, without limitation, paid-in-kind interest capitalized

and added to the outstanding principal of a loan), fees, indemnities, costs and

expenses, whether or not charged by a Lender to the loan account of any Borrower

maintained under any of the Senior Loan Documents, (ii) with respect to each

Financing Agreement, the highest rate of interest on the Senior Debt under such

Financing Agreement be increased by more than 250 basis points above the highest

rate of interest specified therein as at the date hereof (it being understood

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