WAIVER (the "WAIVER"), dated as of October 1, 2004, by and among J. H. WHITNEY MEZZANINE
FUND, L.P. ("WMF"), a Delaware limited partnership, ALBION ALLIANCE MEZZANINE FUND I, L.P.
("ALBION I"), a Delaware limited partnership, ALBION ALLIANCE MEZZANINE FUND II, L.P.
("ALBION II"), a Delaware limited partnership, THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES ("EQUITABLE"), a New York corporation, FLEET CORPORATE FINANCE, INC.
("FLEET"), a Massachusetts corporation, and CITIZENS CAPITAL, INC. ("CITIZENS"; and together with
WMF, Albion I, Albion II, Equitable and Fleet, the "PURCHASERS" and, individually, a "PURCHASER"), a
Massachusetts corporation, and TRANSTECHNOLOGY CORPORATION (the "COMPANY"), a Delaware
W I T N E S S E T H:
WHEREAS, the Purchasers and the Company are parties to the Securities Purchase Agreement, dated as of
August 29, 2000, as amended by the First Amendment Agreement dated as of August 7, 2002, and Second
Amendment Agreement dated as of August 26, 2003 (as so amended, the "AGREEMENT"); and
WHEREAS, the Company has advised the Purchasers that it may not be in compliance with certain financial
covenants as of and for the period ended September 26, 2004 and has requested that in such event the
Purchasers waive any such non-compliance; and
WHEREAS, the Purchasers are willing to provide such waiver, subject to the terms and conditions set forth in
NOW THEREFORE, in consideration of the premises set forth herein and for other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the Purchasers and the Company
agree as follows:
1.1 ORIGINAL AGREEMENT DEFINITIONS.
All capitalized terms used in this Waiver but not defined shall have the meanings given to them in the Agreement.
If the Company and its Subsidiaries fail to comply with the covenants set forth in Sections 9.8(a), 9.8(c), and 9.8
(d) of the Agreem