Exhibit 4.3 - Registration Rights Agreement



Exhibit 4.3

 


 

 

 

 

 

REGISTRATION RIGHTS AGREEMENT

among

WILSON GREATBATCH TECHNOLOGIES, INC.

as Issuer,

and

MORGAN STANLEY & CO. INCORPORATED,

CREDIT SUISSE FIRST BOSTON LLC,

LEHMAN BROTHERS INC., BANC OF AMERICA

SECURITIES LLC, UBS WARBURG LLC and 

U.S. BANCORP PIPER JAFFRAY INC.



as Initial Purchasers



 

Dated as of May 28, 2003




          REGISTRATION RIGHTS AGREEMENT dated as of May 28, 2003 among Wilson
Greatbatch Technologies, Inc., a Delaware corporation (the "Company"),
and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, Lehman
Brothers Inc., Banc of America Securities LLC, UBS Warburg LLC, U.S. Bancorp
Piper Jaffray Inc. (the "Initial Purchasers") pursuant to the Purchase
Agreement dated May 21, 2003 (the "Purchase Agreement"), between the
Company and the Initial Purchasers. In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. 

          The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) from time to time of the Debentures (as defined herein)
and the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Debentures (each of the foregoing
a "Holder" and together the "Holders"), as follows:

          Section  1. Definitions. Capitalized
terms used herein without definition shall have their respective meanings set
forth in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

          "Affiliate" means with respect to any specified person, an
"affiliate," as defined in Rule 144, of such person.

          "Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

          "Common Stock" means the shares of common stock, $0.001 par value per
share, of the Company, together with the Rights evidenced by such common stock
to the extent provided in the Stockholder Rights Agreement dated as of March 18,
2002 between the Company and Mellon Investor Services LLC, and any other shares
of common stock as may constitute "Common Stock" for purposes of the Indenture,
including the Underlying Common Stock.

          "Conversion Price" has the meaning assigned such term in the
Indenture.

          "Damages Accrual Period" has the meaning set forth in Section 2(e)
hereof.

          "Damages Payment Date" means each June 15 and December 15.

          "Debentures" means the 21⁄4% Convertible Subordinated Debentures Due
2013 of the Company to be purchased pursuant to the Purchase Agreement.

          "Deferral Notice" has the meaning set forth in Section 3(h) hereof.

          "Deferral Period" has the meaning set forth in Section 3(h) hereof.

          "Effectiveness Deadline Date" has the meaning set forth in Section
2(a) hereof.

          "Effectiveness Period" means the period commencing on the date hereof
and ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

          "Event" has the meaning set forth in Section 2(e) hereof.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

          "Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof.

          "Holder" has the meaning set forth in the second paragraph of this
Agreement.

          "Indenture" means the Indenture, dated as of May 28, 2003, between the
Company and Manufacturers and Traders Trust Company, as trustee, pursuant to
which the Debentures are being issued.

          "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Credit
Suisse First Boston LLC, Lehman Brothers Inc., Banc of America Securities LLC,
UBS Warburg LLC and U.S. Bancorp Piper Jaffray Inc.

          "Initial Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

          "Issue Date" means the first date of original issuance of the
Debentures.

          "Liquidated Damages Amount" has the meaning set forth in Section 2(e)
hereof.

          "Material Event" has the meaning set forth in Section 3(h) hereof.

          "Notice and Questionnaire" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated May 21, 2003 relating to the Debentures.

          "Notice Holder" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

          "Purchase Agreement" has the meaning set forth in the preamble hereof.

          "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

          "Record Holder" means with respect to any Damages Payment Date
relating to any Debentures or Underlying Common Stock as to which any Liquidated
Damages Amount has accrued, the registered holder of such Debenture or
Underlying Common Stock on the June 1 immediately preceding a Damages Payment
Date occurring on a June 15, and on the December 1 immediately preceding a
Damages Payment Date occurring on a December 15.

          "Registrable Securities" means the Debentures until such Debentures
have been converted into or exchanged for the Underlying Common Stock and, at
all times subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with the Registration Statement covering it, (ii) expiration of the
holding period that would be applicable thereto under Rule 144(k) or (iii) its
sale to the public pursuant to Rule 144 (or any similar provision then in force,
but not Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

          "Registration Statement" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

          "Restricted Securities" means "Restricted Securities" as defined in
Rule 144.

          "Rule 144" means Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

          "Shelf Registration Statement" has the meaning set forth in Section
2(a) hereof.

          "Special Counsel" means Davis Polk & Wardwell or one such other
successor counsel as shall be specified by the Holders of a majority of the
Registrable Securities, but which may, with the written consent of the Initial
Purchasers (which shall not be unreasonably withheld), be another nationally
recognized law firm experienced in securities law matters designated by the
Company, the reasonable fees and expenses of which will be paid by the Company
pursuant to Section 5 hereof. For purposes of determining the holders of a
majority of the Registrable Securities in this definition, Holders of Debentures
shall be deemed to be the Holders of the number of shares of Underlying Common
Stock into which such Debentures are or would be convertible as of the date the
consent is requested.

          "Subsequent Shelf Registration Statement" has the meaning set forth in
Section 2(b) hereof.

          "TIA" means the Trust Indenture Act of 1939, as amended.

          "Trustee" means Manufacturers and Traders Trust Company, the Trustee
under the Indenture.

          "Underlying Common Stock" means the Common Stock into which the
Debentures are convertible or issued upon any such conversion.

          Section  2. Shelf Registration.
(a)
The Company shall prepare and file or cause to be prepared and filed with
the SEC, as soon as practicable but in any event by the date (the "Filing
Deadline Date") ninety (90) days after the Issue Date, a Registration Statement
for an offering to be made on a delayed or continuous basis pursuant to Rule 415
of the Securities Act (a "Shelf Registration Statement") registering the resale
from time to time by Holders thereof of all of the Registrable Securities (the
"Initial Shelf Registration Statement"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution elected by the Holders and set forth
in the Initial Shelf Registration Statement. The Company shall use its
reasonable best efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but in
any event by the date (the "Effectiveness Deadline Date") that is one hundred
eighty (180) days after the Issue Date, and to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is
declared effective, each Holder that became a Notice Holder on or prior to the
date ten (10) Business Days prior to such time of effectiveness shall be named
as a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law. None of the Company's security holders (other than the Holders of
Registrable Securities) shall have the right to include any of the Company's
securities in the Shelf Registration Statement.

          (b)           If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If
a Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.

          (c)           The Company shall supplement and amend the Shelf Registration Statement
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement, if
required by the Securities Act or as necessary to name a Notice Holder as a
selling securityholder pursuant to Section (d) below.

          (d)           Each Holder agrees that if such Holder wishes to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus, it
will do so only in accordance with this Section 2(d) and Section 3(h) of this
Agreement. Following the date that the Initial Shelf Registration Statement is
declared effective, each Holder wishing to sell Registrable Securities pursuant
to a Shelf Registration Statement and related Prospectus agrees to deliver a
Notice and Questionnaire to the Company at least ten (10) Business Days prior to
any intended distribution of Registrable Securities under the Shelf Registration
Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as practicable after the date
a Notice and Questionnaire is delivered pursuant to Section 8(c), and in any
event upon the later of (x) fifteen (15) Business Days after such date or (y)
fifteen (15) Business Days after the expiration of any Deferral Period in effect
when the Notice and Questionnaire is delivered or put into effect within fifteen
(15) Business Days of such delivery date:

(i) if required by applicable law, file with the SEC a post-effective
      amendment to the Shelf Registration Statement or prepare and, if required
      by applicable law, file a supplement to the related Prospectus or a
      supplement or amendment to any document incorporated therein by reference
      or file any other required document so that the Holder delivering such
      Notice and Questionnaire is named as a selling securityholder in the Shelf
      Registration Statement and the related Prospectus in such a manner as to
      permit such Holder to deliver such Prospectus to purchasers of the
      Registrable Securities in accordance with applicable law and, if the
      Company shall file a post-effective amendment to the Shelf Registration
      Statement, use its reasonable best efforts to cause such post-effective
      amendment to be declared effective under the Securities Act as promptly as
      is practicable, but in any event by the date (the "Amendment
      Effectiveness Deadline Date") that is forty-five (45) days after the
      date such post-effective amendment is required by this clause to be filed;
      

      (ii) provide such Holder copies of any documents filed pursuant to
      Section 2(d)(i); and

      (iii) notify such Holder as promptly as practicable after the
      effectiveness under the Securities Act of any post-effective amendment
      filed pursuant to Section 2(d)(i);

    
  


provided, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Deferral Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if
such Deferral Period shall be in effect on the Amendment Effectiveness Deadline
Date.

          (e)           The parties hereto agree that the Holders of Registrable Securities will
suffer damages, and that it would not be feasible to ascertain the extent of
such damages with precision, if, other than as permitted hereunder,

(i) the Initial Shelf Registration Statement has not been filed on or
      prior to the Filing Deadline Date,

      (ii) the Initial Shelf Registration Statement has not been declared
      effective under the Securities Act on or prior to the Effectiveness
      Deadline Date,

      (iii) the Company has failed to perform its obligations set forth in
      Section 2(d)(i) within the time period required therein,

      (iv) any post-effective amendment to a Shelf Registration Statement
      filed pursuant to Section 2(d)(i) has not become effective under the
      Securities Act on or prior to the Amendment Effectiveness Deadline Date,

      (v) the aggregate duration of Deferral Periods in any period exceeds
      the number of days permitted in respect of such period pursuant to Section
      3(h) hereof, or

      (vi) the number of Deferral Periods in any period exceeds the number
      permitted in respect of such period pursuant to Section 3(h) hereof.

    
  

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as an "Event." For purposes of this
Agreement, each Event set forth above shall begin and end on the dates set forth
in the table set forth below:


  
  	
      Type of Event by Clause	 	
      Beginning Date	 	
      Ending Date
	(i)	 	Filing Deadline Date	 	the date the Initial Shelf Registration Statement is filed
	(ii) 	 	Effectiveness Deadline Date	 	the date the Initial Shelf Registration Statement becomes
      effective under the Securities Act
	(iii)	 	the date by which the Company is required to perform its
      obligations under Section 2(d)(i)	 	the date the Company performs its obligations set forth in
      Section 2(d)(i)
	(iv)	 	the Amendment Effectiveness Deadline Date	 	the date the applicable post-effective amendment to a
      Shelf Registration Statement becomes effective under the Securities Act
	(v)	 	the date on which the aggregate duration of Deferral
      Periods in any period exceeds the number of days permitted by Section 3(h)	 	termination of the Deferral Period that caused the limit
      on the aggregate duration of Deferral Periods to be exceeded
	(vi)	 	the date of commencement of a Deferral Period that causes
      the number of Deferral Periods to exceed the number permitted by Section
      3(h)	 	termination of the Deferral Period that caused the number
      of Deferral Periods to exceed the number permitted by Section 3(h)


  


For purposes of this Agreement, Events shall begin on the dates set forth in
the table above and shall continue until the ending dates set forth in the table
above.

          Commencing on (and including) any date that an Event has begun and ending on
(but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company shall pay,
as liquidated damages and not as a penalty, to Record Holders of Registrable
Securities an amount (the "Liquidated Damages Amount") accruing, for each
day in the Damages Accrual Period, (i) in respect of any Debenture, at a rate
per annum equal to 0.5% of the aggregate principal amount of such Debenture and
(ii) in respect of each share of Underlying Common Stock that has been issued
upon conversion of a Debenture at a rate per annum equal to 0.5% on the
Conversion Price on such date, as the case may be; provided that in the
case of a Damages Accrual Period that is in effect solely as a result of an
Event of the type described in clause (iii) or (iv) of the preceding paragraph,
such Liquidated Damages Amount shall be paid only to the Holders (as set forth
in the succeeding paragraph) that have delivered Notices and Questionnaires that
caused the Company to incur the obligations set forth in Section 2(d) the
non-performance of which is the basis of such Event. In calculating the
Liquidated Damages Amount on any date on which no Debentures are outstanding,
the Conversion Price shall be calculated as if the Debentures were still
outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events.

          The Liquidated Damages Amount shall accrue from the first day of the
applicable Damages Accrual Period, and shall be payable on each Damages Payment
Date during the Damage Accrual Period (and on the Damages Payment Date next
succeeding the end of the Damages Accrual Period if the Damage Accrual Period
does not end on a Damages Payment Date) to the Record Holders of the Registrable
Securities entitled thereto; provided that any Liquidated Damages Amount
accrued with respect to any Debenture or portion thereof redeemed by the Company
on a redemption date or converted into Underlying Common Stock on a conversion
date prior to the Damages Payment Date, shall, in any such event, be paid
instead to the Holder who submitted such Debenture or portion thereof for
redemption or conversion on the applicable redemption date or conversion date,
as the case may be, on such date (or promptly following the conversion date, in
the case of conversion); provided further, that, in the case of an Event
of the type described in clause (iii) or (iv) of the first paragraph of this
Section 2(e), such Liquidated Damages Amount shall be paid only to the Holders
entitled thereto pursuant to such first paragraph by check mailed to the address
set forth in the Notice and Questionnaire delivered by such Holder. The Trustee
shall be entitled, on behalf of registered holders of Debentures or Underlying
Common Stock, to seek any available remedy for the enforcement of this
Agreement, including for the payment of such Liquidated Damages Amount.
Notwithstanding the foregoing, the parties agree that the sole damages payable
for a violation of the terms of this Agreement with respect to which liquidated
damages are expressly provided shall be such liquidated damages. Nothing shall
preclude any Holder from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

          All of the Company's obligations set forth in this Section 2(e) to pay any
Liquidated Damages Amount that is outstanding with respect to any Registrable
Security at the time such security ceases to be a Registrable Security shall
survive until such time as all such obligations with respect to such security
have been satisfied in full (notwithstanding termination of this Agreement
pursuant to Section 8(k)).

          The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

          Section  3. Registration
Procedures. In connection with the registration obligations of the
Company under Section 2 hereof, during the Effectiveness Period, the Company
shall:

          (a)           Prepare and file with the SEC a Registration Statement or Registration
Statements on any appropriate form under the Securities Act available for the
sale of the Registrable Securities by the Holders thereof in accordance with the
intended method or methods of distribution thereof, and use its reasonable best
efforts to cause each such Registration Statement to become effective and remain
effective as provided herein; provided that before filing any
Registration Statement or Prospectus or any amendments or supplements thereto
with the SEC, furnish to the Initial Purchasers and the Special Counsel of such
offering, if any, copies of all such documents proposed to be filed at least
three (3) Business Days prior to the filing of such Registration Statement or
amendment thereto or Prospectus or supplement thereto.

          (b)           Subject to Section 3(h), prepare and file with the SEC such amendments
and post-effective amendments to each Registration Statement as may be necessary
to keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or
such Prospectus as so supplemented.

          (c)           As promptly as practicable give notice to the Notice Holders, the Initial
Purchasers and the Special Counsel, (i) when any Prospectus, prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (v) of the occurrence of, but
not the nature of or details concerning, a Material Event and (vi) of the
determination by the Company that a post-effective amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the
Company (or as required pursuant to Section 3(h)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(h) shall apply.

          (d)           Use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment, and provide
immediate notice to each Notice Holder and the Initial Purchasers of the
withdrawal of any such order.

          (e)           As promptly as practicable furnish to each Notice Holder, the Special
Counsel and the Initial Purchasers, upon request and without charge, at least
one (1) conformed copy of the Registration Statement and any amendment thereto,
including exhibits and all documents incorporated or deemed to be incorporated
therein by reference.

          (f)           During the Effectiveness Period, deliver to each Notice Holder, the
Special Counsel, if any, and the Initial Purchasers, in connection with any sale
of Registrable Securities pursuant to a Registration Statement, without charge,
as many copies of the Prospectus or Prospectuses relating to such Registrable
Securities (including each preliminary prospectus) and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by each Notice Holder in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein.

          (g)           Prior to any public offering of the Registrable Securities pursuant to a
Registration Statement, use its reasonable best efforts to register or qualify
or cooperate with the Notice Holders and the Special Counsel in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its
reasonable best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder's offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities in the manner set forth in
the relevant Registration Statement and the related Prospectus; provided
that the Company will not be required to (i) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Agreement or (ii) take any action that would
subject it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.

          (h)           Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration
Statement shall contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, or any Prospectus shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (C) the occurrence
or existence of any pending corporate development that, in the reasonable
discretion of the Company, makes it appropriate to suspend the availability of
the Shelf Registration Statement and the related Prospectus: 

                                                                          (i) in the case of
                                                        clause (B) above,
                                                        subject to the next
                                                        sentence, as promptly as
                                                        practicable prepare and
                                                        file, if necessary
                                                        pursuant to applicable
                                                        law, a post-effective
                                                        amendment to such
                                                        Registration Statement
                                                        or a supplement to the
                                                        related Prospectus or
                                                        any document
                                                        incorporated therein by
                                                        reference or file any
                                                        other required document
                                                        that would be
                                                        incorporated by
                                                        reference into such
                                                        Registration Statement
                                                        and Prospectus so that
                                                        such Registration
                                                        Statement does not
                                                        contain any untrue
                                                        statement of a material
                                                        fact or omit to state
                                                        any material fact
                                                        required to be stated
                                                        therein or necessary to
                                                        make the statements
                                                        therein not misleading,
                                                        and such Prospectus does
                                                        not contain any untrue
                                                        statement of a material
                                                        fact or omit to state
                                                        any material fact
                                                        required to be stated
                                                        therein or necessary to
                                                        make the statements
                                                        therein, in the light of
                                                        the circumstances under
                                                        which they were made,
                                                        not misleading, as
                                                        thereafter delivered to
                                                        the purchasers of the
                                                        Registrable Securities
                                                        being sold thereunder,
                                                        and, in the case of a
                                                        post-effective amendment
                                                        to a Registration
                                                        Statement, subject to
                                                        the next sentence, use
                                                        its reasonable best
                                                        efforts to cause it to
                                                        be declared effective as
                                                        promptly as is
                                                        practicable, and 

                                                                          (ii) give notice to
                                                        the Notice Holders, and
                                                        the Special Counsel, if
                                                        any, that the
                                                        availability of the
                                                        Shelf Registration
                                                        Statement is suspended
                                                        (a "Deferral Notice")
                                                        and, upon receipt of any
                                                        Deferral Notice, each
                                                        Notice Holder agrees not
                                                        to sell any Registrable
                                                        Securities pursuant to
                                                        the Registration
                                                        Statement until such
                                                        Notice Holder's receipt
                                                        of copies of the
                                                        supplemented or amended
                                                        Prospectus provided for
                                                        in clause (i) above, or
                                                        until it is advised in
                                                        writing by the Company
                                                        that the Prospectus may
                                                        be used, and has
                                                        received copies of any
                                                        additional or
                                                        supplemental filings
                                                        that are incorporated or
                                                        deemed incorporated by
                                                        reference in such
                                                        Prospectus. 

                                                      
                                                    
                                                  
                                                
                                              
                                            
                                          
                                        
                                      
                                    
                                  
                                
                              
                            
                          
                        
                      
                    
                  
                
              
            
          
        
      
    
  

         The Company will use its reasonable best efforts to ensure that the use of
the Prospectus may be resumed (x) in the case of clause (A) above, as promptly
as is practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of the
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(e), no more than
one (1) time in any three month period or three (3) times in any twelve month
period, and any such period during which the availability of the Registration
Statement and any Prospectus is suspended (the "Deferral Period") shall,
without incurring any obligation to pay liquidated damages pursuant to Section
2(e), not exceed 30 days; provided that the aggregate duration of any
Deferral Periods shall not exceed 30 days in any three month period (or 60 days
in any three month period in the event of a Material Event pursuant to which the
Company has delivered a second notice as permitted below) or 90 days in any
twelve (12) month period; provided that in the case of a Material Event
relating to an acquisition or a probable acquisition or financing,
recapitalization, business combination or other similar transaction, the Company
may, without incurring any obligation to pay liquidated damages pursuant to
Section 2(e), deliver to Notice Holders a second notice to the effect set forth
above, which shall have the effect of extending the Deferral Period by up to an
additional 30 days, or such shorter period of time as is specified in such
second notice.

        (i) If requested in writing in connection with a disposition of Registrable
Securities pursuant to a Registration Statement, make reasonably available for
inspection during normal business hours by a representative for the Notice
Holders of such Registrable Securities, any broker-dealers, attorneys and
accountants retained by such Notice Holders, and any attorneys or other agents
retained by a broker-dealer engaged by such Notice Holders, all relevant
financial and other records and pertinent corporate documents and properties of
the Company and its subsidiaries, and cause the appropriate officers, directors
and employees of the Company and its subsidiaries to make reasonably available
for inspection during normal business hours on reasonable notice all relevant
information reasonably requested by such representative for the Notice Holders,
or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar "due diligence"
examinations; provided that such persons shall first agree in writing
with the Company that any non-public information shall be kept confidential by
such persons and shall be used solely for the purposes of exercising rights
under this Agreement, unless (i) disclosure of such information is required by
court or administrative order or is necessary to respond to inquiries of
regulatory authorities, (ii) disclosure of such information is required by law
(including any disclosure requirements pursuant to federal securities laws in
connection with the filing of any Registration Statement or the use of any
prospectus referred to in this Agreement), (iii) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard by any such person or (iv) such information becomes
available to any such person from a source other than the Company and such
source is not bound by a confidentiality agreement, and provided further
that the foregoing inspection and information gathering shall, to the greatest
extent possible, be coordinated on behalf of all the Notice Holders and the
other parties entitled thereto by Special Counsel. Any person legally compelled
to disclose any such confidential information made available for inspection
shall provide the Company with prompt prior written notice of such requirement
so that the Company may seek a protective order or other appropriate remedy.

         (j) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements (which need not be
audited) satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
for a 12-month period commencing on the first day of the first fiscal quarter of
the Company commencing after the effective date of a Registration Statement,
which statements shall be made available no later than 45 days after the end of
the 12-month period or 90 days if the 12-month period coincides with the fiscal
year of the Company.

         (k) Cooperate with each Notice Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities sold or to be
sold pursuant to a Registration Statement, which certificates shall not bear any
restrictive legends, and cause such Registrable Securities to be in such
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least one (1) Business Day prior to
any sale of such Registrable Securities.

         (l) Provide a CUSIP number for all Registrable Securities covered by each
Registration Statement not later than the effective date of such Registration
Statement and provide the Trustee and the transfer agent for the Common Stock
with printed certificates for the Registrable Securities that are in a form
eligible for deposit with The Depository Trust Company.

         (m) Cooperate and assist in any filings required to be made with the National
Association of Securities Dealers, Inc.

         (n) Upon (i) the filing of the Initial Shelf Registration Statement and (ii)
the effectiveness of the Initial Shelf Registration Statement, announce the
same, in each case by release to Reuters Economic Services and Bloomberg
Business News.

Section  4. Holder's Obligations.
Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder shall be entitled to sell any of such Registrable Securities pursuant to
a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Company
all information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading and any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the Prospectus delivered
by such Holder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or its plan of distribution and that such
Prospectus does not as of the time of such sale omit to state any material fact
relating to or provided by such Holder or its plan of distribution necessary to
make the statements in such Prospectus, in the light of the circumstances under
which they were made, not misleading.

         Section  5. Registration Expenses.
The Company shall bear all fees and expenses incurred in connection with the
performance by the Company of its obligations under Sections 2 and 3 of this
Agreement whether or not any Registration Statement is declared effective. Such
fees and expenses shall include, without limitation, all registration and filing
fees (including, without limitation, fees and expenses (x) with respect to
filings required to be made with the National Association of Securities Dealers,
Inc. and (y) of compliance with federal and state securities or Blue Sky laws
(including, without limitation, reasonable fees and disbursements of the Special
Counsel in connection with Blue Sky qualifications of the Registrable Securities
under the laws of such jurisdictions as Notice Holders of a majority of the
Registrable Securities being sold pursuant to a Registration Statement may
designate), printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company), duplication expenses relating to copies of
any Registration Statement or Prospectus delivered to any Holders hereunder,
fees and disbursements of counsel for the Company in connection with the Shelf
Registration Statement, reasonable fees and disbursements of the Trustee and its
counsel and of the registrar and transfer agent for the Common Stock and any
Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing by the
Company of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company. Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities shall
pay selling expenses, including any underwriting discount and commissions, and
all registration expenses to the extent required by applicable law.

         Section  6. Indemnification and
Contribution. 


         (a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless each Notice Holder, each person, if any, who controls any
Notice Holder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, and each affiliate of any Notice Holder within
the meaning of Rule 405 under the Securities Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Holder furnished to the Company in writing by such Holder expressly for use
therein; provided that the indemnification contained in this paragraph
shall not inure to the benefit of any Holder (or to the benefit of any person
controlling such Holder) on account of any such losses, claims, damages or
liabilities caused by any untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary prospectus provided in each
case the Company has performed its obligations under Section 3(f) hereof if
either (A) (x) such Holder failed to send or deliver a copy of the Prospectus
with or prior to the delivery of written confirmation of the sale by such Holder
to the person asserting the claim from which such losses, claims, damages or
liabilities arise and (y) the Prospectus would have corrected such untrue
statement or alleged untrue statement or such omission or alleged omission, or
(B) (x) such untrue statement or alleged untrue statement, omission or alleged
omission is corrected in an amendment or supplement to the Prospectus and (y)
having previously been furnished by or on behalf of the Company with copies of
the Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such losses, claims, damages or
liabilities arise.

         (b) Indemnification by Holders. Each Holder agrees severally and not
jointly to indemnify and hold harmless the Company and its directors, its
officers and each person, if any, who controls the Company (within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act) or
any other Holder, to the same extent as the foregoing indemnity from the Company
to such Holder, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in such
Registration Statement or Prospectus or amendment or supplement thereto. In no
event shall the liability of any Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

         (c) Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 6(a) or
6(b) hereof, such person (the "indemnified party") shall promptly notify
the person against whom such indemnity may be sought (the "indemnifying party")
in writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees and disbursements
of such counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by, in
the case of parties indemnified pursuant to Section 6(a), the Holders of a
majority (with Holders of Debentures deemed to be the Holders, for purposes of
determining such majority, of the number of shares of Underlying Common Stock
into which such Debentures are or would be convertible as of the date on which
such designation is made) of the Registrable Securities covered by the
Registration Statement held by Holders that are indemnified parties pursuant to
Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b),
the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

         (d) Contribution. To the extent that the indemnification provided for
in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities referred to therein,
then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company shall be deemed to
be equal to the total net proceeds from the initial placement pursuant to the
Purchase Agreement (before deducting expenses) of the Registrable Securities to
which such losses, claims, damages or liabilities relate. The relative benefits
received by any Holder shall be deemed to be equal to the value of receiving
Registrable Securities that are registered under the Securities Act. The
relative fault of the Holders on the one hand and the Company on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Holders or by
the Company, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 6 are several in
proportion to the respective number of Registrable Securities they have sold
pursuant to a Registration Statement, and not joint.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding this Section 6, no indemnifying party that is a selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities sold by it and distributed to
the public were offered to the public exceeds the amount of any damages that
such indemnifying party has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         (e) The remedies provided for in this Section 6 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity, hereunder, under the Purchase Agreement
or otherwise.

         (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder, any person controlling any Holder or any affiliate of any Holder or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any
Holder.

         Section  7. Information
Requirements. The Company covenants that, if at any time before the end
of the Effectiveness Period the Company is not subject to the reporting
requirements of the Exchange Act, it will cooperate with any Holder and take
such further reasonable action as any Holder may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of
any Holder, the Company shall deliver to such Holder a written statement as to
whether it has complied with such filing requirements, unless such a statement
has been included in the Company's most recent report filed pursuant to Section
13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Company to register any of its
securities (other than the Common Stock) under any section of the Exchange Act.

         Section  8. Miscellaneous. 


         (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

         (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Debentures deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Debentures are or would be convertible as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided that the provisions of
this sentence may not be amended, modified or supplemented except in accordance
with the provisions of the immediately preceding sentence. Notwithstanding the
foregoing two sentences, this Agreement may be amended by written agreement
signed by the Company and the Initial Purchasers, without the consent of the
Holders of Registrable Securities, to cure any ambiguity or to correct or
supplement any provision contained herein that may be defective or inconsistent
with any other provision contained herein, or to make such other provisions in
regard to matters or questions arising under this Agreement that shall not
adversely affect the interests of the Holders of Registrable Securities. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(b), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

      
        
        	(i) if to Holder, at the most current address given
            by such Holder to the Company in a Notice and Questionnaire or any
            amendment thereto;

 
	(ii) if to the Company, to:Wilson Greatbatch
            Technologies, Inc.

            9645 Wehrle Drive

            Clarence, New York 14031

            Attention:  Corporate Secretary

            Telecopy No.:  (716) 759-5672

            and

            Hodgson Russ LLP

            One M&T Plaza, Suite 2000

            Buffalo, New York 14203-2391

            Attention:  John J. Zak

            Christopher K. Hulburt

            Telecopy No.:  (716) 849-0349

             

	(iii) if to the Initial Purchasers, to:Morgan
            Stanley & Co. Incorporated

            1585 Broadway

            New York, New York 10036

            Attention:  Global Capital Markets

            Telecopy No.:  (212) 761-0538

            or to such other address as such person may have furnished to the
            other persons identified in This Section 8(c) in writing in
            accordance herewith.

             



        


         (d) Approval of Holders. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchasers shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchasers. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities, provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Indenture. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities, such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof.

         (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

         (i) Severability. If any term provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

         (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company. 

         (k) Termination. This Agreement and the obligations
of the parties hereunder shall terminate upon the end of the Effectiveness
Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof
and the obligations to make payments of and provide for liquidated damages under
Section 2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

	 	WILSON GREATBATCH TECHNOLOGIES
	 	 
	 	By: 
    /s/ Lawrence P. Reinhold
		         Name:  	Lawrence P. Reinhold
	 	         Title	Executive Vice President and Chief Financial
    Officer
	 	 
	Confirmed and accepted as of the date first above written:	 
	 	 
	MORGAN STANLEY & CO. INCORPORATED 	 
	CREDIT SUISSE FIRST BOSTON LLC	 
	LEHMAN BROTHERS INC.	 
	UBS WARBURG LLC	 
	U.S. BANCORP PIPER JAFFRAY INC.	 
	 	 
	By:  Morgan Stanley & Co. Incorporated	 
	on behalf of itself and the other Initial Purchasers set
    forth herein	 
	 	 



   By:  
    	
    
      By: /s/ William Blais

   
	         Name:	William Blais	 
	         Title:	Executive Director