Exhibit 4.2




Exhibit 4.2



 



 



 



 



__________________________________________________________________

WILSON GREATBATCH TECHNOLOGIES, INC.



To





MANUFACTURERS AND TRADERS TRUST COMPANY,

as Trustee

___________________________________________________





INDENTURE





Dated as of



May 28, 2003







________________________________________________





21⁄4% Convertible Subordinated Debentures Due 2013









__________________________________________________________________




TABLE OF CONTENTS




	
   

    	
   Article 1 

Definitions

    	   
    Page
	   	   	 
	Section 1.01.   	  Definitions   	1
	 	
Article 2 

    
	 	
Issue, Description, Execution, Registration And Exchange Of Debentures

    
	 	 
	Section 2.01.   	  Designation Amount And Issue Of Debentures  
    	11
	Section 2.02.   	  Form of Debentures  
    	11
	Section 2.03.   	  Date And Denomination Of Debentures; Payments Of
    Interest   	12
	Section 2.04.   	 Execution of Debentures  
    	14
	Section 2.05.   	  Exchange and Registration of Transfer of Debentures;
    Restrictions on Transfer   	14
	Section 2.06.   	  Mutilated, Destroyed, Lost or Stolen Debentures  
    	21
	Section 2.07.   	  Temporary Debentures  
    	23
	Section 2.08.   	  Cancellation of Debentures  
    	23
	Section 2.09.   	  CUSIP Numbers   	23
	 	 	 
	
   

    	
Article 3

    
	
   

    	
Redemption And Repurchase Of Debentures

    
	 	 
	Section 3.01.   	  Redemption of Debentures  
    	24
	Section 3.02.   	  Notice of Optional Redemption; Selection of
    Debentures   	24
	Section 3.03.   	  Payment of Debentures Called For Redemption by the
    Company   	26
	Section 3.04.   	  Conversion Arrangement on Call for Redemption  
    	27
	Section 3.05.   	  Redemption At Option of Holders Upon a Fundamental
    Change   	27
	Section 3.06.   	  Repurchase of Debentures by the Company at Option of the
    Holder   	30
	Section 3.07.   	  Company Repurchase Notice.  
    	31
	Section 3.08.   	  Effect of Repurchase Notice  
    	32
	Section 3.09.   	  Deposit of Purchase Price  
    	33
	Section 3.10.   	  Debentures Repurchased in Part  
    	33
	Section 3.11.   	  Repayment to the Company  
    	33
	 	 	 
	
   

    	
Article 4

    
	
   

    	
Subordination Of Debentures

    
	 	 
	Section 4.01.   	  Agreement of Subordination  
    	34
	Section 4.02.   	  Payments to Debentureholders  
    	34
	Section 4.03.   	  Subrogation of Debentures  
    	37
	Section 4.04.   	  Authorization to Effect Subordination  
    	38
	Section 4.05.   	  Notice to Trustee  
    	39
	Section 4.06.   	  Trustee’s Relation to Senior Indebtedness  
    	40
	Section 4.07.   	  No Impairment of Subordination  
    	40
	Section 4.08.   	  Certain Conversions Not Deemed Payment  
    	40
	Section 4.09.   	  Article Applicable to Paying Agents  
    	41
	Section 4.10.   	  Senior Indebtedness Entitled to Rely  
    	41
	Section 4.11.   	  Reliance on Judicial Order or Certificate of Liquidating
    Agent   	41
	 	 	 
	
   

    	
Article 5

    
	
   

    	
Contingent Interest

 

    
	Section 5.01.   	  Contingent Interest  
    	41
	Section 5.02.   	  Payment of Contingent Interest  
    	42
	Section 5.03.   	  Contingent Interest Notification  
    

 	42
	
   

    	
Article 6

    
	
   

    	
Particular Covenants Of The Company

 

    
	Section 6.01.   	  Payment of Principal, Premium and Interest  
    	42
	Section 6.02.   	  Maintenance of Office or Agency  
    	42
	Section 6.03.   	  Appointments to Fill Vacancies in Trustee’s Office  
    	43
	Section 6.04.   	  Provisions as to Paying Agent  
    	43
	Section 6.05.   	  Existence   	44
	Section 6.06.   	  Maintenance of Properties  
    	45
	Section 6.07.   	  Payment of Taxes and Other Claims  
    	45
	Section 6.08.   	  Rule 144A Information Requirement  
    	45
	Section 6.09.   	  Stay, Extension and Usury Laws  
    	46
	Section 6.10.   	  Compliance Certificate  
    	46
	Section 6.11.   	  Liquidated Damages Notice  
    	46
	Section 6.12.   	  Contingent Debt Tax Treatment  
    	47
	Section 6.13.   	  Calculation Of Original Issue Discount  
    

 	47
	
   

    	
Article 7

    
	
   

    	
Debentureholders’ Lists And Reports By The Company And The Trustee

 

    
	Section 7.01.   	  Debentureholders’ Lists  
    	47
	Section 7.02.   	  Preservation And Disclosure Of Lists  
    	48
	Section 7.03.   	  Reports By Trustee  
    	48
	Section 7.04.   	  Reports by Company  
    

 	48
	 	ii

 	 
	
   

    	
Article 8

    
	
   

    	
Remedies Of The Trustee And Debentureholders On An Event Of Default

 

    
	Section 8.01.   	  Events Of Default  
    	49
	Section 8.02.   	  Payments of Debentures on Default; Suit Therefor  
    	51
	Section 8.03.   	  Application of Monies Collected By Trustee  
    	52
	Section 8.04.   	  Proceedings by Debentureholder  
    	53
	Section 8.05.   	  Proceedings By Trustee  
    	54
	Section 8.06.   	  Remedies Cumulative And Continuing  
    	54
	Section 8.07.   	  Direction of Proceedings and Waiver of Defaults By
    Majority of Debentureholders   	55
	Section 8.08.   	  Notice of Defaults  
    	55
	Section 8.09.   	  Undertaking To Pay Costs  
    

 	56
	
   

    	
Article 9

    
	
   

    	
The Trustee

 

    
	Section 9.01.   	  Duties and Responsibilities of Trustee  
    	56
	Section 9.02.   	  Reliance on Documents, Opinions, Etc  
    	58
	Section 9.03.   	  No Responsibility For Recitals, Etc  
    	59
	Section 9.04.   	  Trustee, Paying Agents, Conversion Agents or Registrar
    May Own Debentures   	59
	Section 9.05.   	  Monies to Be Held in Trust  
    	59
	Section 9.06.   	  Compensation and Expenses of Trustee  
    	59
	Section 9.07.   	  Officers’ Certificate As Evidence  
    	60
	Section 9.08.   	  Conflicting Interests of Trustee  
    	60
	Section 9.09.   	  Eligibility of Trustee  
    	60
	Section 9.10.   	  Resignation or Removal of Trustee.  
    	61
	Section 9.11.   	  Acceptance by Successor Trustee  
    	62
	Section 9.12.   	  Succession By Merger  
    	63
	Section 9.13.   	  Preferential Collection of Claims  
    

 	64
	
   

    	
Article 10

    
	
   

    	
The Debentureholders

 

    
	Section 10.01.   	  Action By Debentureholders  
    	64
	Section 10.02.   	  Proof of Execution by Debentureholders  
    	64
	Section 10.03.   	  Who Are Deemed Absolute Owners  
    	64
	Section 10.04.   	  Company-owned Debentures Disregarded  
    	65
	Section 10.05.   	  Revocation Of Consents, Future Holders Bound  
    

 	65
	
   

    	
Article 11

    
	
   

    	
Meetings Of Debentureholders

 

    
	Section 11.01.   	  Purpose Of Meetings  
    	66
	Section 11.02.   	  Call Of Meetings By Trustee  
    

 	66
	 	iii	 
	 	 	 
	Section 11.03.   	  Call Of Meetings By Company Or Debentureholders  
    	66
	Section 11.04.   	  Qualifications For Voting  
    	67
	Section 11.05.   	  Regulations   	67
	Section 11.06.   	  Voting   	68
	Section 11.07.   	  No Delay Of Rights By Meeting  
    

 	68
	
   

    	
Article 12

    
	
   

    	
Supplemental Indentures

 

    
	Section 12.01.   	  Supplemental Indentures Without Consent of
    Debentureholders   	68
	Section 12.02.   	  Supplemental Indenture With Consent Of Debentureholders  
    	70
	Section 12.03.   	  Effect Of Supplemental Indenture  
    	71
	Section 12.04.   	  Notation On Debentures  
    	71
	Section 12.05.   	  Evidence Of Compliance Of Supplemental Indenture To Be
    Furnished To Trustee   

 	71
	
   

    	
Article 13

    
	
   

    	
Consolidation, Merger, Sale, Conveyance And Lease

 

    
	Section 13.01.   	  Company May Consolidate On Certain Terms  
    	72
	Section 13.02.   	  Successor To Be Substituted  
    	72
	Section 13.03.   	  Opinion Of Counsel To Be Given Trustee  
    

 	73
	
   

    	
Article 14

    
	
   

    	
Satisfaction And Discharge Of Indenture

 

    
	Section 14.01.   	  Discharge Of Indenture  
    	73
	Section 14.02.   	  Deposited Monies To Be Held In Trust By Trustee  
    	74
	Section 14.03.   	  Paying Agent To Repay Monies Held  
    	74
	Section 14.04.   	  Return Of Unclaimed Monies  
    	74
	Section 14.05.   	  Reinstatement   

 	74
	
   

    	
Article 15

    
	
   

    	
Immunity Of Incorporators, Stockholders, Officers And Directors

 

    
	Section 15.01.   	  Indenture And Debentures Solely Corporate Obligations  
    

 	75
	
   

    	
Article 16

    
	
   

    	
Conversion Of Debentures

 

    
	Section 16.01.   	  Right To Convert  
    	75
	Section 16.02.   	  Exercise Of Conversion Privilege; Issuance Of
    Common Stock On Conversion; No Adjustment For Interest Or Dividends  
    	78
	Section 16.03.   	  Cash Payments in Lieu of Fractional Shares  
    	81
	Section 16.04.   	  Conversion Rate   	81
	Section 16.05.   	  Adjustment Of Conversion Rate  
    

 	81
	 	iv	 
	 	 	 
	Section 16.06.   	  Effect Of Reclassification, Consolidation, Merger or
    Sale   	91
	Section 16.07.   	  Taxes On Shares Issued  
    	92
	Section 16.08.   	  Reservation of Shares, Shares to Be Fully Paid;
    Compliance With Governmental Requirements; Listing of Common Stock  
    	92
	Section 16.09.   	  Responsibility Of Trustee  
    	93
	Section 16.10.   	  Notice To Holders Prior To Certain Actions  
    	93
	Section 16.11.   	  Stockholder Rights Plans  
    

 	94
	
   

    	
Article 17

    
	
   

    	
Miscellaneous Provisions

 

    
	Section 17.01.   	  Provisions Binding On Company’s Successors  
    	95
	Section 17.02.   	  Official Acts By Successor Corporation  
    	95
	Section 17.03.   	  Addresses For Notices, Etc.  
    	95
	Section 17.04.   	  Governing Law   	96
	Section 17.05.   	  Evidence Of Compliance With
    Conditions Precedent, Certificates To Trustee   	96
	Section 17.06.   	  Legal Holidays   	96
	Section 17.07.   	  Trust Indenture Act  
    	96
	Section 17.08.   	  No Security Interest Created  
    	97
	Section 17.09.   	  Benefits Of Indenture  
    	97
	Section 17.10.   	  Table Of Contents, Headings, Etc.  
    	97
	Section 17.11.   	  Authenticating Agent  
    	97
	Section 17.12.   	  Execution In Counterparts  
    	98
	Section 17.13.   	  Severability   	98
	Exhibit A Form of Debenture A-1	A-1




v



 


INDENTURE


          INDENTURE dated as of May 28, 2003 between Wilson Greatbatch Technologies,
Inc., a Delaware corporation (hereinafter called the "Company"), having
its principal office at 9645 Wehrle Drive, Clarence, New York, 14031 and
Manufacturers and Traders Trust Company, a New York banking corporation, as
trustee hereunder (hereinafter called the "Trustee").


WITNESSETH:


          WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 21⁄4% Convertible Subordinated Debentures Due 2013 (hereinafter
called the "Debentures"), in an aggregate principal amount not to exceed
$170,000,000 and, to provide the terms and conditions upon which the Debentures
are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and

          WHEREAS, the Debentures, the certificate of authentication to be borne by the
Debentures, a form of assignment, a form of option to elect redemption upon a
fundamental change, a form of repurchase notice and a form of conversion notice
to be borne by the Debentures are to be substantially in the forms hereinafter
provided for; and

          WHEREAS, all acts and things necessary to make the Debentures, when executed
by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Debentures have in
all respects been duly authorized,

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          That in order to declare the terms and conditions upon which the Debentures
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Debentures by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the
Debentures (except as otherwise provided below), as follows:

ARTICLE 1

DEFINITIONS

          Section 1.01.
Definitions. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture that are defined in the Trust Indenture Act or which are by
reference therein defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires) shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of the execution of this Indenture. The words "herein",
"hereof", "hereunder" and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

          "Accepted Purchased Shares" has the meaning specified in Section
16.05(g).

          "Adjustment Event" has the meaning specified in Section 16.05(l).

          "Agent Members" has the meaning specified in Section 2.05(a). 

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, "control",
when used with respect to any specified Person means the power to direct or
cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Board of Directors" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

          "Business Day" means any day except a Saturday, Sunday or legal
holiday on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to close.

          "Closing Sale Price" of the shares of Common Stock on any date means
the closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the shares
of Common Stock are not listed on a United States national or regional
securities exchange, as reported by the Nasdaq or by the National Quotation
Bureau Incorporated. In the absence of such quotations, the Company shall be
entitled to determine the Closing Sale Price on the basis it considers
appropriate. The Closing Sale Price shall be determined without reference to
extended or after hours trading.

2

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

          "Common Stock" means any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 16.06, however, shares issuable on conversion of Debentures shall
include only shares of the class designated as common stock of the Company at
the date of this Indenture (namely, the Common Stock, par value $.001) or shares
of any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

          "Company" means the corporation named as the "Company" in the
first paragraph of this Indenture, and, subject to the provisions of Article 13
and Section 16.06, shall include its successors and assigns.

          "Company Repurchase Notice" has the meaning specified in Section
3.07(b).

          "Company Repurchase Notice Date" has the meaning specified in Section
3.07(b).

          "Contingent Interest" means interest that accrues and is payable as
provided in Article 5.

          "Conversion Price" as of any day will equal $1,000 divided by the
Conversion Rate as of such date.

          "Conversion Rate" has the meaning specified in Section 16.04.

          "Corporate Trust Office" or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture shall be administered, which office is,
at the date as of which this Indenture is dated, located at One M&T Plaza,
Buffalo, New York 14203.

3

          "Current Market Price" has the meaning specified in Section 16.05(h).

          "Custodian" means Manufacturers and Traders Trust Company, as
custodian with respect to the Debentures in global form, or any successor entity
thereto.

          "Debenture" or "Debentures" means any Debenture or Debentures,
as the case may be, authenticated and delivered under this Indenture, including
any Global Debenture.

          "Debenture Register" has the meaning specified in Section 2.05.

          "Debenture Registrar" has the meaning specified in Section 2.05.

          "Debentureholder" or "holder" as applied to any Debenture, or
other similar terms (but excluding the term "Beneficial Holder"), means
any Person in whose name at the time a particular Debenture is registered on the
Debenture Registrar’s books.

          "Default" means any event that is, or after notice or passage of time,
or both, would be, an Event of Default.

          "Defaulted Interest" has the meaning specified in Section 2.03.

          "Depositary" means, the clearing agency registered under the Exchange
Act that is designated to act as the Depositary for the Global Debentures. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include
such successor.

          "Designated Senior Indebtedness" means (i) all obligations under the
Senior Credit Facilities and (ii) any other Senior Indebtedness of the Company
which, at the date of determination, is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture.

          "Determination Date" has the meaning specified in Section 16.05(l).

          "Event of Default" means any event specified in Section 8.01 as an
Event of Default.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

          "Ex-Dividend Time" has the meaning specified in Section 16.01(b).

          "Expiration Time" has the meaning specified in Section 16.05(f).

4

          "Fair Market Value" has the meaning specified in Section 16.05(h).

          "Fiscal Quarter" means, with respect to the Company, first, second and
third quarters comprised of 13 weeks and fourth quarters comprised of either 13
weeks (in 52 week fiscal years) or 14 weeks (in 53 week fiscal years). The
Company has a 52 or 53 week fiscal year that ends on the Friday closest to
December 31. The Company shall confirm the ending dates of its fiscal quarters
for the current fiscal year to the Trustee upon the Trustee’s request.

          "Fundamental Change" means the occurrence of any transaction or event
in connection with which all or substantially all of the Common Stock shall be
exchanged for, converted into, acquired for or constitutes solely the right to
receive consideration (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination, reclassification,
recapitalization or otherwise) which is not all or substantially all common
stock that is (or, upon consummation of or immediately following such
transaction or event, which will be) listed on a United States national
securities exchange or approved (or, upon consummation of or immediately
following such transaction or event, which will be approved) for quotation on
the Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices.

          "Fundamental Change Notice" has the meaning specified in Section
3.05(b).

          "Fundamental Change Expiration Time" has the meaning specified in
Section 3.05(b).

          "Fundamental Change Redemption Date" has the meaning specified in
Section 3.05(a).

          "Global Debenture" has the meaning specified in Section 2.02.


          "Indebtedness" means, with respect to any Person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person for borrowed money (including obligations of the
Person in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof), other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services; (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers’ acceptances; (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease  

5

obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such Person under such lease or related document to
purchase or to cause a third party to purchase such leased property; (d) all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement; (e) all direct or indirect guaranties or similar agreements by such
Person in respect of, and obligations or liabilities (contingent or otherwise)
of such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of, indebtedness, obligations or liabilities of another
Person of the kind described in clauses (a) through (d); (f) any indebtedness or
other obligations described in clauses (a) through (e) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person; and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

          "Indenture" means this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented.

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

          "Interest" means, when used with reference to the Debentures, any
interest payable under the terms of the Debentures, including contingent
interest, if any, and Liquidated Damages, if any, payable under the terms of the
Registration Rights Agreement.

          "Liquidated Damages" has the meaning specified for "Liquidated
Damages Amount" in Section 2(e) of the Registration Rights Agreement.

          "Liquidated Damages Notice" has the meaning specified in Section 6.11.

          "Non-Electing Share" has the meaning specified in Section 16.06.

          "Notice Date" means the date of mailing of the notice of redemption
pursuant to Section 3.02.

          "Offer Expiration Time" has the meaning specified in Section 16.05(g).

6

          "Officers’ Certificate", when used with respect to the Company, means
a certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President")
and the Treasurer or any Assistant Treasurer, or the Secretary or Assistant
Secretary of the Company.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or other counsel
reasonably acceptable to the Trustee.

          "Optional Redemption" has the meaning specified in Section 3.02.

          "Outstanding", when used with reference to Debentures and subject to
the provisions of Section 10.04, means, as of any particular time, all
Debentures authenticated and delivered by the Trustee under this Indenture,
except:

          (a) Debentures theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (b) Debentures, or portions thereof, (i) for the redemption of which monies
in the necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than the Company) or (ii) which shall have been
otherwise defeased in accordance with Article 14;

          (c) Debentures in lieu of which, or in substitution for which, other
Debentures shall have been authenticated and delivered pursuant to the terms of
Section 2.06; and

          (d) Debentures converted into Common Stock pursuant to Article 16 and
Debentures deemed not outstanding pursuant to Article 3.

          "Person" means a corporation, an association, a partnership, a limited
liability company, an individual, a joint venture, a joint stock company, a
trust, an unincorporated organization or a government or an agency or a
political subdivision thereof.

          "Portal Market" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

          "Predecessor Debenture" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture, and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 2.06 in lieu
of a lost, destroyed or stolen Debenture shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debenture that it replaces.

7

          "Premium" means any premium payable under the terms of the Debentures.

          "Principal Value Conversion" has the meaning specified in Section
16.01.

          "Purchased Shares" has the meaning specified in Section 16.05(f).

          "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

          "Record date" has the meaning specified in Section 16.05(h).

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of May 28, 2003, between the Company and the Initial
Purchaser, as amended from time to time in accordance with its terms.

          "Regular Cash Dividend" has the meaning specified in Section 5.01.

          "Representative" means (a) the indenture trustee or other trustee,
agent or representative for holders of Senior Indebtedness or (b) with respect
to any Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

          "Repurchase Date" has the meaning specified in Section 3.06.

          "Repurchase Notice" has the meaning specified in Section 3.06.

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee with
direct responsibility for the administration of this Indenture and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such person’s knowledge of any familiarity
with the particular subject.

          "Restricted Securities" has the meaning specified in Section 2.05(c).

          "Rights" has the meaning specified in Section 16.11.

          "Rule 144A" means Rule 144A as promulgated under the Securities Act.

          "Securities" has the meaning specified in Section 16.05(d).

8

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

          "Senior Credit Facilities" means the Senior Credit Facilities, under
that certain Amended and Restated Credit Agreement dated as of June 18, 2001,
among Wilson Greatbatch Ltd., as borrower, and Manufacturers and Traders Trust
Company, as lender and administrative agent and the other financial institutions
from time to time party thereto, as amended by a First Amendment dated as of
August 31, 2001, a Second Amendment dated as of July 1, 2002 and a Third
Amendment dated as of May 20, 2003, together with the documents now or hereafter
related thereto (including, without limitation, any guarantee agreements and any
security documents), in each case as such agreements may be amended (including
any amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including by way of adding the Company or
any Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders (or other institutions).

          "Senior Indebtedness" means, whether outstanding on the date of this
Indenture or thereafter issued, all Indebtedness of the Company, including
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceeding) and premium, if any,
thereon, and other monetary amounts (including fees, expenses, reimbursement
obligations under letters of credit and indemnities) owing in respect thereof
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that the obligations in respect of such
Indebtedness rank pari passu with the Securities; provided, however,
that Senior Indebtedness will not include (1) any obligation of the Company to
any majority-owned Subsidiary, (2) any liability for federal, state, foreign,
local or other taxes owed or owing by the Company, (3) any accounts payable or
other liability to trade creditors of the Company arising in the ordinary course
of business, (4) any Indebtedness or obligation of the Company that is expressly
subordinate or junior in right of payment to any other Indebtedness or
obligation of the Company, or (5) obligations in respect of any Common Stock.

          "Significant Subsidiary" means, as of any date of determination, a
Subsidiary of the Company that would constitute a "significant subsidiary"
as such term is defined under Rule 1-02(w) of Regulation S-X of the Commission
as in effect on the date of this Indenture.

          "Subsidiary" means, with respect to any Person, (i)
any corporation, association or other business entity of which more than 50% of
the total voting power of shares of capital stock or other equity interest
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers

9

or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole general
partner or managing general partner of which is such Person or a subsidiary of
such Person or (b) the only general partners of which are such Person or of one
or more subsidiaries of such Person (or any combination thereof).

          "Tax Original Issue Discount" means the amount of ordinary interest
income on a Debenture that must be accrued as original issue discount for United
States Federal income tax purposes pursuant to U.S. Treasury Regulation section
1.1275-4.

          "Trading Day" has the meaning specified in Section 16.05(h).

          "Trading Price" means, on any date, the average of the secondary
market bid quotations for the Debentures obtained by the Trustee for $10,000,000
principal amount of Debentures at approximately 3:30 p.m., New York City time,
on such date from three independent nationally recognized securities dealers
selected by the Company; provided that if at least three such bids cannot
reasonably be obtained by the Trustee, but two bids are obtained, then the
average of the two bids shall be used, and if only one such bid can reasonably
be obtained by the Trustee, one bid shall be used; and provided further that if
the Trustee cannot reasonably obtain at least one bid for $10,000,000 principal
amount of Debentures from a nationally recognized securities dealer, then the
Trading Price per $1,000 principal amount of Debentures shall be deemed to be
less than 98% of the product of (a) the number of shares of Common Stock
issuable upon conversion of $1,000 principal amount of Debentures and (b) the
Closing Sale Price on such date.

          "Trigger Event" has the meaning specified in Section 16.05(d).

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture, except as provided in
Sections 12.03 and 15.06; provided that if the Trust Indenture Act of
1939 is amended after the date hereof, the term "Trust Indenture Act"
shall mean, to the extent required by such amendment, the Trust Indenture Act of
1939 as so amended.

          "Trustee" means Manufacturers and Traders Trust Company and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee at
the time serving as successor trustee hereunder.

10

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF

DEBENTURES

          Section 2.01. Designation Amount And Issue Of
Debentures. The Debentures shall be designated as "21⁄4% Convertible
Subordinated Debentures Due 2013". Debentures not to exceed the aggregate
principal amount of $170,000,000 (except pursuant to Sections 2.05, 2.06, 3.03,
3.05 and 16.02 hereof) upon the execution of this Indenture, or from time to
time thereafter, may be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debentures to or upon the written order of the Company, signed by its Chairman
of the Board, Chief Executive Officer, President or any Vice President (whether
or not designated by a number or numbers or word or words added before or after
the title "Vice President"), the Treasurer or any Assistant Treasurer or
the Secretary or Assistant Secretary, without any further action by the Company
hereunder.

          Section 2.02. Form of
Debentures. The Debentures and the Trustee’s certificate of
authentication to be borne by such Debentures shall be substantially in the form
set forth in Exhibit A. The terms and provisions contained in the form of
Debenture attached as Exhibit A hereto shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

          Any of the Debentures may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Debentures to
be tradable on The Portal Market or as may be required for the Debentures to be
tradable on any other market developed for trading of securities pursuant to
Rule 144A or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Debentures may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Debentures are subject.

          So long as the Debentures are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Debentures will be represented by one or more
Debentures in global form registered in the name of the Depositary or the
nominee of the Depositary (a "Global Debenture"). The transfer and
exchange of beneficial interests in any such Global Debenture shall be effected
through the Depositary in accordance with this Indenture and the applicable
procedures of the Depositary. Except as provided in Section 2.05(a), beneficial
owners of a Global 

11

Debenture shall not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such
Global Debenture.

          Any Global Debenture shall represent such of the outstanding Debentures as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Debentures from time to time endorsed thereon
and that the aggregate amount of outstanding Debentures represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of a
Global Debenture to reflect the amount of any increase or decrease in the amount
of outstanding Debentures represented thereby shall be made by the Trustee or
the Custodian, at the direction of the Trustee, in such manner and upon
instructions given by the holder of such Debentures in accordance with this
Indenture. Payment of principal of and interest and premium, if any, on any
Global Debenture shall be made to the holder of such Debenture.

          Section 2.03. Date And
Denomination Of Debentures; Payments Of Interest. The
Debentures shall be issuable in registered form without coupons in denominations
of $1,000 principal amount and integral multiples thereof. Each Debenture shall
be dated the date of its authentication and shall bear interest from the date
specified on the face of the form of Debenture attached as Exhibit A hereto.
Interest on the Debentures shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

          The Person in whose name any Debenture (or its Predecessor Debenture) is
registered on the Debenture Register at the close of business on any record date
with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date, except that the interest payable
upon redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the Repurchase Date, as the case may be, is an interest payment date, in which
case the semi-annual payment of interest becoming due on such date shall be
payable to the holders of such Debentures registered as such on the applicable
record date). Notwithstanding the foregoing, if any Debenture (or portion
thereof) is converted into Common Stock during the period after a record date
for the payment of interest to, but excluding, the next succeeding interest
payment date and such Debenture (or portion thereof) has been called or tendered
for redemption on a redemption date which occurs during such period, the Company
shall not be required to pay interest on such interest payment date in respect
of any such Debenture (or portion thereof). Interest shall be payable at the
office of the Company maintained by the Company for such purposes in the Borough
of Manhattan, City of New York, which shall initially be an office or agency of
the Trustee. The Company shall pay interest (i) on any Debentures in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Debenture Register (or upon written notice, by wire
transfer in immediately available funds, if such Person is entitled to interest
on aggregate principal in  

12

excess of $2 million) or (ii) on any Global Debenture
by wire transfer of immediately available funds to the account of the Depositary
or its nominee. The term "Record Date" with respect to any interest
payment date shall mean the June 1 or December 1 preceding the applicable June
15 or December 15 interest payment date, respectively.

          Any interest on any Debenture which is payable, but is not punctually paid or
duly provided for, on any June 15 or December 15 (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Debentureholder on the
relevant record date by virtue of his having been such Debentureholder, and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Debentures (or their respective Predecessor
Debentures) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Debenture and the date of the
proposed payment (which shall be not less than twenty-five (25) days after the
receipt by the Trustee of such notice, unless the Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be
not more than fifteen (15) days and not less than ten (10) days prior to the
date of the proposed payment, and not less than ten (10) days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed,
first-class postage prepaid, to each holder at his address as it appears in the
Debenture Register, not less than ten (10) days prior to such special record
date. Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Debentures (or their respective
Predecessor Debentures) are registered at the close of business on such special
record date and shall no longer be payable pursuant to the following clause (2)
of this Section 2.03.

          (2) The Company may
make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Debentures may be listed or designated for
issuance, and upon such notice as may be required by such exchange or automated
quotation system, if, after notice given by the Company to 

13

the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

          Section 2.04. Execution
of Debentures. The Debentures shall be signed in the name and on behalf
of the Company by the manual or facsimile signature of its Chairman of the
Board, Chief Executive Officer, President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President") and attested by the manual or facsimile signature
of its Secretary or any of its Assistant Secretaries or its Treasurer or any of
its Assistant Treasurers (which may be printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon
a certificate of authentication substantially in the form set forth on the form
of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or
an authenticating agent appointed by the Trustee as provided by Section 17.11),
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee (or such an authenticating
agent) upon any Debenture executed by the Company shall be conclusive evidence
that the Debenture so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture.

          In case any officer of the Company who shall have signed any of the
Debentures shall cease to be such officer before the Debentures so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Debentures nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Debentures had not ceased to be
such officer of the Company, and any Debenture may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

          Section 2.05. Exchange
and Registration of Transfer of Debentures; Restrictions on Transfer.
 (a) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office and in
any other office or agency of the Company designated pursuant to Section 6.02
being herein sometimes collectively referred to as the "Debenture Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Debentures and of transfers of
Debentures. The Debenture Register shall be in written form or in any form
capable of being converted into written form within a reasonably prompt period
of time. The Trustee is hereby appointed "Debenture Registrar" for the
purpose of registering Debentures and transfers of Debentures as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 6.02.

          Upon surrender for
registration of transfer of any Debenture to the Debenture Registrar or any
co-registrar, and satisfaction of the requirements for such transfer set forth
in this Section 2.05, the Company shall execute, and the

14

 Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debentures of any authorized
denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.

          Debentures may be exchanged for other Debentures of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Debentures to be exchanged at any such office or agency maintained by the
Company pursuant to Section 6.02. Whenever any Debentures are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures which the Debentureholder making the exchange is
entitled to receive bearing registration numbers not contemporaneously
outstanding.

          All Debentures issued upon any registration of transfer or exchange of
Debentures shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Debentures
surrendered upon such registration of transfer or exchange.

          All Debentures presented or surrendered for registration of transfer or for
exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Debenture Registrar) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company, and the Debentures shall be duly executed by the Debentureholder
thereof or his attorney duly authorized in writing.

          No service charge shall be made to any holder for any registration of,
transfer or exchange of Debentures, but the Company may require payment by the
holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Debentures.

          Neither the Company nor the Trustee nor any Debenture Registrar shall be
required to exchange or register a transfer of (a) any Debentures for a period
of fifteen (15) days next preceding any selection of Debentures to be redeemed,
(b) any Debentures or portions thereof called for redemption pursuant to Section
3.02 (c) any Debentures or portions thereof surrendered for conversion pursuant
to Article 16, (d) any Debentures or portions thereof tendered for redemption
(and not withdrawn) pursuant to Section 3.05 or (e) any Debentures or portions
thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

          (b)  The following provisions shall apply only to Global Debentures:

          (i)  Each Global Debenture authenticated under this Indenture shall be
    registered in the name of the Depositary or a nominee thereof and delivered
    to such Depositary or a nominee thereof or Custodian therefor,


    15


     and each such Global Debenture shall constitute a single Debenture
    for all purposes of this Indenture.

              (ii)  Notwithstanding any other provision in this Indenture, no Global
    Debenture may be exchanged in whole or in part for Debentures registered,
    and no transfer of a Global Debenture in whole or in part may be registered,
    in the name of any Person other than the Depositary or a nominee thereof
    unless the Depositary (i) has notified the Company that it is unwilling or
    unable to continue as Depositary for such Global Debenture and a successor
    depositary has not been appointed by the Company within ninety days or (ii)
    has ceased to be a clearing agency registered under the Exchange Act, an
    Event of Default has occurred and is continuing or the Company, in its sole
    discretion, notifies the Trustee in writing that it no longer wishes to have
    all the Debentures represented by Global Debentures. Any Global Debenture
    exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole
    and not in part and any Global Debenture exchanged pursuant to clause (C)
    above may be exchanged in whole or from time to time in part as directed by
    the Company. Any Debenture issued in exchange for a Global Debenture or any
    portion thereof shall be a Global Debenture; provided that any such
    Debenture so issued that is registered in the name of a Person other than
    the Depositary or a nominee thereof shall not be a Global Debenture.

              (iii)  Securities issued in exchange for a Global Debenture or any portion
    thereof pursuant to clause (ii) above shall be issued in definitive, fully
    registered form, without interest coupons, shall have an aggregate principal
    amount equal to that of such Global Debenture or portion thereof to be so
    exchanged, shall be registered in such names and be in such authorized
    denominations as the Depositary shall designate and shall bear any legends
    required hereunder. Any Global Debenture to be exchanged in whole shall be
    surrendered by the Depositary to the Trustee, as Debenture Registrar. With
    regard to any Global Debenture to be exchanged in part, either such Global
    Debenture shall be so surrendered for exchange or, if the Trustee is acting
    as Custodian for the Depositary or its nominee with respect to such Global
    Debenture, the principal amount thereof shall be reduced, by an amount equal
    to the portion thereof to be so exchanged, by means of an appropriate
    adjustment made on the records of the Trustee. Upon any such surrender or
    adjustment, the Trustee shall authenticate and make available for delivery
    the Debenture issuable on such exchange to or upon the written order of the
    Depositary or an authorized representative thereof. 

              (iv)  In the event of the occurrence of any of the events specified in
    clause (ii) above, the Company will promptly make available to the Trustee a
    reasonable supply of certificated Debentures in definitive, fully registered
    form, without interest coupons.

    16

              (v)  Neither any members of, or participants in, the Depositary ("Agent
    Members") nor any other Persons on whose behalf Agent Members may act
    shall have any rights under this Indenture with respect to any Global
    Debenture registered in the name of the Depositary or any nominee thereof,
    and the Depositary or such nominee, as the case may be, may be treated by
    the Company, the Trustee and any agent of the Company or the Trustee as the
    absolute owner and holder of such Global Debenture for all purposes
    whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
    Company, the Trustee or any agent of the Company or the Trustee from giving
    effect to any written certification, proxy or other authorization furnished
    by the Depositary or such nominee, as the case may be, or impair, as between
    the Depositary, its Agent Members and any other Person on whose behalf an
    Agent Member may act, the operation of customary practices of such Persons
    governing the exercise of the rights of a holder of any Debenture. 

              (vi)  At such time as all interests in a Global Debenture have been
    redeemed, repurchased, converted, canceled or exchanged for Debentures in
    certificated form, such Global Debenture shall, upon receipt thereof, be
    canceled by the Trustee in accordance with standing procedures and
    instructions existing between the Depositary and the Custodian. At any time
    prior to such cancellation, if any interest in a Global Debenture is
    redeemed, repurchased, converted, canceled or exchanged for Debentures in
    certificated form, the principal amount of such Global Debenture shall, in
    accordance with the standing procedures and instructions existing between
    the Depositary and the Custodian, be appropriately reduced, and an
    endorsement shall be made on such Global Debenture, by the Trustee or the
    Custodian, at the direction of the Trustee, to reflect such reduction.

  
          (c)  Every Debenture that bears or is required under
this Section 2.05(c) to bear the legend set forth in this Section 2.05(c)
(together with any Common Stock issued upon conversion of the Debentures and
required to bear the legend set forth in Section 2.05(c), collectively, the "Restricted
Securities") shall be subject to the restrictions on transfer set forth in
this Section 2.05(c) (including those set forth in the legend below) unless such
restrictions on transfer shall be waived by written consent of the Company, and
the holder of each such Restricted Security, by such Debenture holder’s
acceptance thereof, agrees to be bound by all such restrictions on transfer. As
used in Section 2.05(c) and 2.05(d), the term "transfer" encompasses any
sale, pledge, loan, transfer or other disposition whatsoever of any Restricted
Security or any interest therein.

          Until the expiration of the holding period applicable to sales thereof under
Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Debenture (and all securities issued in exchange
therefor or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.05(c), if
applicable) 

17

shall bear a legend in substantially the following form, unless such
Debenture has been sold pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be effective
at the time of such transfer) or pursuant to Rule 144 under the Securities Act
or any similar provision then in force, or unless otherwise agreed by the
Company in writing, with written notice thereof to the Trustee:

THE DEBENTURE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS DEBENTURE UNDER
RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS DEBENTURE OR THE COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS DEBENTURE EXCEPT (A) TO WILSON GREATBATCH TECHNOLOGIES OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3)
PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE), IT
WILL FURNISH TO MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS DEBENTURE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS DEBENTURE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
OF THIS DEBENTURE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE 

18



(OR A SUCCESSOR TRUSTEE, AS APPLICABLE). THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS DEBENTURE PURSUANT TO CLAUSE 2(D) ABOVE OR UPON
ANY TRANSFER OF THIS DEBENTURE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS DEBENTURE IN VIOLATION OF THE
FOREGOING RESTRICTION.

THIS DEBENTURE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE, THE ISSUE PRICE OF EACH DEBENTURE IS $1,000 PER $1,000 OF
PRINCIPAL AMOUNT, THE ISSUE DATE IS MAY 28, 2003 AND THE COMPARABLE YIELD IS 9%,
COMPOUNDED SEMI-ANNUALLY. HOLDERS OF THIS DEBENTURE MAY OBTAIN INFORMATION
REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE
PROJECTED PAYMENT SCHEDULE FOR THIS DEBENTURE BY SUBMITTING A WRITTEN REQUEST
FOR SUCH INFORMATION TO: WILSON GREATBATCH TECHNOLOGIES, INC., 9645 WEHRLE
DRIVE, CLARENCE, NEW YORK, 14031, ATTN: TREASURER.

          Any Debenture (or security issued in exchange or substitution therefor) as to
which such restrictions on transfer shall have expired in accordance with their
terms or as to conditions for removal of the foregoing legend set forth therein
have been satisfied may, upon surrender of such Debenture for exchange to the
Debenture Registrar in accordance with the provisions of this Section 2.05, be
exchanged for a new Debenture or Debentures, of like tenor and aggregate
principal amount, which shall not bear the restrictive legend required by this
Section 2.05(c). If the Restricted Security surrendered for exchange is
represented by a Global Debenture bearing the legend set forth in this Section
2.05(c), the principal amount of the legended Global Debenture shall be reduced
by the appropriate principal amount and the principal amount of a Global
Debenture without the legend set forth in this Section 2.05(c) shall be
increased by an equal principal amount. If a Global Debenture without the legend
set forth in this Section 2.05(c) is not then outstanding, the Company shall
execute and the Trustee shall authenticate and deliver an unlegended Global
Debenture to the Depositary.

          (d)  Until the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), any stock certificate representing Common Stock issued
upon conversion of any Debenture shall bear a legend in substantially the
following form, unless such Common Stock has been sold pursuant to a
registration statement that has been declared effective under the Securities Act
(and which continues to be effective at the time of such transfer) or pursuant
to Rule 144 under the Securities Act or any similar provision then in force, or
such Common Stock has been issued upon conversion of Debentures that have been
transferred pursuant to a registration statement that has been declared
effective under the Securities Act or pursuant to Rule 144 under the Securities
Act or any similar provision then in force, or unless otherwise agreed by the
Company in writing with written notice thereof to the transfer agent:

THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT, UNTIL THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE COMMON STOCK
EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK
EVIDENCED HEREBY EXCEPT (A) TO WILSON GREATBATCH TECHNOLOGIES OR ANY SUBSIDIARY
THEREOF, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE
TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 1(D) ABOVE), IT WILL FURNISH TO MELLON INVESTOR SERVICES LLC,
AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH PERSON TO
WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(D) ABOVE OR UPON ANY TRANSFER
OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

19

          Any such Common Stock as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new certificate or certificates for a like number of
shares of Common Stock, which shall not bear the restrictive legend required by
this Section 2.05(d).

          (e)  Any Debenture or Common Stock issued upon the conversion of a Debenture
that, prior to the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), is
purchased or owned by the Company or any Affiliate thereof may not be resold by
the Company or such Affiliate unless registered under the Securities Act or
resold pursuant to an exemption from the registration requirements of the
Securities Act in a transaction which results in such Debentures or Common
Stock, as the case may be, no longer being "Restricted Securities" (as
defined under Rule 144).

          (f)  The Trustee shall have no responsibility or obligation to any Agent
Members or any other Person with respect to the accuracy of the books or
records, or the acts or omissions, of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Debentures or with respect to the delivery to any Agent Member or other Person
(other than the Depositary) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Debentures. All
notices and communications to be given to the Debentureholder and all payments
to be made to Debentureholders under the Debentures shall be given or made only
to or upon the order of the registered Debentureholders (which shall be the
Depository or its nominee in the case of a Global Debenture). The rights of
beneficial owners in any Global Debenture shall be exercised only through the
Depository subject to the customary procedures of the Depository. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Agent Members.

          The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any
Debenture (including any transfers between or among Agent Members in any Global
Indenture) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

          Section 2.06. Mutilated,
Destroyed, Lost or Stolen Debentures. In case any Debenture shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its written request the Trustee or 

20

an authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Debenture, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost or stolen. In
every case, the applicant for a substituted Debenture shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.

          Following receipt by the Trustee or such authenticating agent, as the case
may be, of satisfactory security or indemnity and evidence, as described in the
preceding paragraph, the Trustee or such authenticating agent may authenticate
any such substituted Debenture and make available for delivery such Debenture.
Upon the issuance of any substituted Debenture, the Company may require the
payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debenture which has matured or is
about to mature or has been called for redemption or has been tendered for
redemption upon a Fundamental Change (and not withdrawn) or has been surrendered
for repurchase on a Repurchase Date (and not withdrawn) or is to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Debenture, pay or authorize the
payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Debenture), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or in connection with such substitution,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, the Trustee and, if applicable, any paying agent or
conversion agent evidence to their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.

          Every substitute
Debenture issued pursuant to the provisions of this Section 2.06 by virtue of
the fact that any Debenture is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Debenture shall be found at any time, and shall be entitled to
all the benefits of (but shall be subject to all the limitations set forth in)
this Indenture equally and proportionately with any and all other Debentures
duly issued hereunder. To the extent permitted by law, all Debentures shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion or redemption
or repurchase of 

21

mutilated, destroyed, lost or stolen Debentures and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion or redemption or repurchase of negotiable instruments or other
securities without their surrender.

          Section 2.07. Temporary
Debentures. Pending the preparation of Debentures in certificated form,
the Company may execute and the Trustee or an authenticating agent appointed by
the Trustee shall, upon the written request of the Company, authenticate and
deliver temporary Debentures (printed or lithographed). Temporary Debentures
shall be issuable in any authorized denomination, and substantially in the form
of the Debentures in certificated form, but with such omissions, insertions and
variations as may be appropriate for temporary Debentures, all as may be
determined by the Company. Every such temporary Debenture shall be executed by
the Company and authenticated by the Trustee or such authenticating agent upon
the same conditions and in substantially the same manner, and with the same
effect, as the Debentures in certificated form. Without unreasonable delay, the
Company will execute and deliver to the Trustee or such authenticating agent
Debentures in certificated form and thereupon any or all temporary Debentures
may be surrendered in exchange therefor, at each office or agency maintained by
the Company pursuant to Section 6.02 and the Trustee or such authenticating
agent shall authenticate and make available for delivery in exchange for such
temporary Debentures an equal aggregate principal amount of Debentures in
certificated form. Such exchange shall be made by the Company at its own expense
and without any charge therefor. Until so exchanged, the temporary Debentures
shall in all respects be entitled to the same benefits and subject to the same
limitations under this Indenture as Debentures in certificated form
authenticated and delivered hereunder.

          Section 2.08. Cancellation of Debentures. 
All Debentures surrendered for the purpose of payment, redemption, repurchase,
conversion, exchange or registration of transfer shall, if surrendered to the
Company or any paying agent or any Debenture Registrar or any conversion agent,
be surrendered to the Trustee and promptly canceled by it, or, if surrendered to
the Trustee, shall be promptly canceled by it, and no Debentures shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall dispose of such canceled Debentures in accordance
with its customary procedures. If the Company shall acquire any of the
Debentures, such acquisition shall not operate as a redemption, repurchase or
satisfaction of the indebtedness represented by such Debentures unless and until
the same are delivered to the Trustee for cancellation.

          Section 2.09. CUSIP Numbers. The Company in
issuing the Debentures may use "CUSIP" numbers (if then generally in
use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Debentureholders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debentures  

22

or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

ARTICLE 3

REDEMPTION AND REPURCHASE OF DEBENTURES

          Section 3.01. Redemption
of Debentures. Except as otherwise provided in Section 3.05, the Company
may not redeem any Debentures prior to June 20, 2010. At any time on or after
June 20, 2010 and prior to maturity, the Debentures may be redeemed at the
option of the Company, in whole or in part, upon notice as set forth in Section
3.02, at the redemption prices set forth in the form of Debenture attached as
Exhibit A hereto, together with accrued and unpaid interest, if any, to, but
excluding, the date fixed for redemption.

          Section 3.02. Notice of
Optional Redemption; Selection of Debentures. In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Debentures pursuant to Section 3.01, it shall fix a date for
redemption and it or, at its written request received by the Trustee not fewer
than forty-five (45) days prior (or such shorter period of time as may be
acceptable to the Trustee) to the date fixed for redemption, the Trustee in the
name of and at the expense of the Company, shall mail or cause to be mailed a
notice of such redemption not fewer than thirty (30) nor more than sixty (60)
days prior to the redemption date to each holder of Debentures so to be redeemed
as a whole or in part at its last address as the same appears on the Debenture
Register; provided that if the Company shall give such notice, it shall
also give written notice of the redemption date to the Trustee. Such mailing
shall be by first class mail. The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Debenture designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debenture. Concurrently with the
mailing of any such notice of redemption, the Company shall issue a press
release announcing such redemption, the form and content of which press release
shall be determined by the Company in its sole discretion. The failure to issue
any such press release or any defect therein shall not affect the validity of
the redemption notice or any of the proceedings for the redemption of any
Debenture called for redemption.

          Each such notice of redemption shall specify the aggregate principal amount
of Debentures to be redeemed, the CUSIP number or numbers of the Debentures
being redeemed, the date fixed for redemption (which shall be a Business Day),
the redemption price at which Debentures are to be redeemed,  

23

the place or places
of payment, that payment will be made upon presentation and surrender of such
Debentures, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portion thereof to be redeemed will cease to accrue. Such notice shall
also state the current Conversion Rate and the date on which the right to
convert such Debentures or portions thereof into Common Stock will expire. If
fewer than all the Debentures are to be redeemed, the notice of redemption shall
identify the Debentures to be redeemed (including CUSIP numbers, if any). In
case any Debenture is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that, on and after the redemption date, upon surrender of such Debenture,
a new Debenture or Debentures in principal amount equal to the unredeemed
portion thereof will be issued.

          On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Company
will deposit with the Trustee or with one or more paying agents (or, if the
Company is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 6.04) an amount of money in immediately available
funds sufficient to redeem on the redemption date all the Debentures (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the appropriate redemption
price, together with accrued interest to, but excluding, the redemption date;
provided that if such payment is made on the redemption date it must be
received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New
York City time on such date. The Company shall be entitled to retain any
interest, yield or gain on amounts deposited with the Trustee or any paying
agent pursuant to this Section 3.02 in excess of amounts required hereunder to
pay the redemption price and accrued interest to, but excluding, the redemption
date. If any Debenture called for redemption is converted pursuant hereto prior
to such redemption date, any money deposited with the Trustee or any paying
agent or so segregated and held in trust for the redemption of such Debenture
shall be paid to the Company upon its written request, or, if then held by the
Company, shall be discharged from such trust. Whenever any Debentures are to be
redeemed, the Company will give the Trustee written notice in the form of an
Officers’ Certificate not fewer than forty-five (45) days (or such shorter
period of time as may be acceptable to the Trustee) prior to the redemption date
as to the aggregate principal amount of Debentures to be redeemed.

          If less than all of
the outstanding Debentures are to be redeemed, the Trustee shall select the
Debentures or portions thereof of the Global Debenture or the Debentures in
certificated form to be redeemed (in principal amounts of $1,000 or multiples
thereof) by lot, on a pro rata basis or by another method the Trustee deems fair
and appropriate. If any Debenture selected for partial redemption is submitted
for conversion in part after such selection, the portion of such Debenture
submitted for conversion shall be deemed (so far as may be possible) to be the
portion to be selected for redemption. The Debentures (or 

24

portions thereof) so selected shall be deemed duly selected for redemption
for all purposes hereof, notwithstanding that any such Debenture is submitted
for conversion in part before the mailing of the notice of redemption.

          Upon any redemption of less than all of the outstanding Debentures, the
Company and the Trustee may (but need not), solely for purposes of determining
the pro rata allocation among such Debentures as are unconverted and outstanding
at the time of redemption, treat as outstanding any Debentures surrendered for
conversion during the period of fifteen (15) days next preceding the mailing of
a notice of redemption and may (but need not) treat as outstanding any Debenture
authenticated and delivered during such period in exchange for the unconverted
portion of any Debenture converted in part during such period.

          Section 3.03. Payment of
Debentures Called For Redemption by the Company. If notice of redemption
has been given as provided in Section 3.02, the Debentures or portion of
Debentures with respect to which such notice has been given shall, unless
converted into Common Stock pursuant to the terms hereof, become due and payable
on the date fixed for redemption and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to
(but excluding) the redemption date, and on and after said date (unless the
Company shall default in the payment of such Debentures at the redemption price,
together with interest accrued to said date) interest on the Debentures or
portion of Debentures so called for redemption shall cease to accrue and, after
the close of business on the Business Day immediately preceding the redemption
date (unless the Company shall default in the payment of such Debentures at the
redemption price, together with interest accrued to said date) such Debentures
shall cease to be convertible into Common Stock and, except as provided in
Section 9.05 and Section 14.04, to be entitled to any benefit or security under
this Indenture, and the holders thereof shall have no right in respect of such
Debentures except the right to receive the redemption price thereof and unpaid
interest to (but excluding) the redemption date. On presentation and surrender
of such Debentures at a place of payment in said notice specified, the said
Debentures or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued
thereon to, but excluding, the redemption date; provided that if the
applicable redemption date is an interest payment date, the interest payable on
such interest payment date shall be paid on such interest payment date to the
holders of record of such Debentures on the applicable record date instead of
the holders surrendering such Debentures for redemption on such date.

          Upon presentation of any Debenture redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Debenture or
Debentures, of authorized denominations, in principal amount equal to the
unredeemed portion of the Debentures so presented.

25

          Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or
mail any notice of redemption during the continuance of a default in payment of
interest or premium, if any, on the Debentures. If any Debenture called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal and premium, if any, shall, until paid or duly provided for, bear
interest from the redemption date at a rate equal to 1% per annum plus the rate
borne by the Debenture and such Debenture shall remain convertible into Common
Stock until the principal and premium, if any, and interest shall have been paid
or duly provided for.

          Section 3.04. Conversion Arrangement on Call for
Redemption. In connection with any redemption of Debentures, the Company
may arrange for the purchase and conversion of any Debentures by an agreement
with one or more investment banks or other purchasers to purchase such
Debentures by paying to the Trustee in trust for the Debentureholders, on or
before the date fixed for redemption, an amount not less than the applicable
redemption price, together with interest accrued to, but excluding, the date
fixed for redemption, of such Debentures. Notwithstanding anything to the
contrary contained in this Article 3, the obligation of the Company to pay the
redemption price of such Debentures, together with interest accrued to, but
excluding, the date fixed for redemption, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, a copy of which will be filed with the Trustee prior
to the date fixed for redemption, any Debentures not duly surrendered for
conversion by the holders thereof may, at the option of the Company, be deemed,
to the fullest extent permitted by law, acquired by such purchasers from such
holders and (notwithstanding anything to the contrary contained in Article 16)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the date fixed for redemption (and the right to convert
any such Debentures shall be extended through such time), subject to payment of
the above amount as aforesaid. At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it in the same manner as it
would monies deposited with it by the Company for the redemption of Debentures.
Without the Trustee’s prior written consent, no arrangement between the Company
and such purchasers for the purchase and conversion of any Debentures shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture.

          Section 3.05. Redemption
At Option of Holders Upon a Fundamental Change.  (a) 
If there shall occur a Fundamental Change at any time prior to maturity of
the Debentures, then each Debentureholder shall have the right, at such holder’s
option, to require the Company to redeem all of such holder’s Debentures, or any
portion thereof that is a multiple of $1,000 principal amount, on the date (the
"Fundamental Change Redemption Date") that is thirty (30) days after the
date of the Fundamental Change Notice (as defined in Section 3.05(b)) of such
Fundamental Change (or, if such 30th day is not a Business Day,  

26

the next
succeeding Business Day) at a redemption price equal to 100% of the principal
amount thereof, together with accrued interest to, but excluding, the
Fundamental Change Redemption Date; provided that if such Fundamental
Change Redemption Date falls after a record date and on or prior the
corresponding interest payment date, then the interest payable on such interest
payment date shall be paid to the holders of record of the Debentures on the
applicable record date instead of the holders surrendering the Debentures for
redemption on such date.

          Upon presentation of any Debenture redeemed in part only, the Company shall
execute and, upon the Company’s written direction to the Trustee, the Trustee
shall authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Debenture or Debentures, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Debentures presented.

          (b)  On or before the tenth day after the occurrence of
a Fundamental Change, the Company or at its written request (which must be
received by the Trustee at least five (5) Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee shall
agree in writing to a shorter period), the Trustee, in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on the date of the Fundamental Change a notice (the "Fundamental
Change Notice") of the occurrence of such Fundamental Change and of the
redemption right at the option of the holders arising as a result thereof. Such
notice shall be mailed in the manner and with the effect set forth in the first
paragraph of Section 3.02 (without regard for the time limits set forth
therein). If the Company shall give such notice, the Company shall also deliver
a copy of the Fundamental Change Company Notice to the Trustee at such time as
it is mailed to Debentureholders. Concurrently with the mailing of any
Fundamental Change Notice, the Company shall issue a press release announcing
such Fundamental Change referred to in the Fundamental Change Notice, the form
and content of which press release shall be determined by the Company in its
sole discretion. The failure to issue any such press release or any defect
therein shall not affect the validity of the Fundamental Change Notice or any
proceedings for the redemption of any Debenture which any Debentureholder may
elect to have the Company redeem as provided in this Section 3.05.

          Each Fundamental Change Notice shall specify the circumstances constituting
the Fundamental Change, the Fundamental Change Redemption Date, the price at
which the Company shall be obligated to redeem Debentures, that the holder must
exercise the redemption right on or prior to the close of business on the
Fundamental Change Redemption Date (the "Fundamental Change Expiration Time"),
that the holder shall have the right to withdraw any Debentures surrendered
prior to the Fundamental Change Expiration Time, a description of the procedure
which a Debentureholder must follow to exercise such redemption right and to
withdraw any surrendered Debentures, the place or  

27

places where the holder is to
surrender such holder’s Debentures, the amount of interest accrued on each
Debenture to the Fundamental Change Redemption Date and the CUSIP number or
numbers of the Debentures (if then generally in use).

          No failure of the Company to give the foregoing notices and no defect therein
shall limit the Debentureholders’ redemption rights or affect the validity of
the proceedings for the redemption of the Debentures pursuant to this Section
3.05.

          (c)  For a Debenture, other than a Global Debenture to be so redeemed at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose or, at the option of such holder, the
Corporate Trust Office, such Debenture with the form entitled "Option to
Elect Repayment Upon A Fundamental Change" on the reverse thereof duly
completed, together with such Debentures duly endorsed for transfer, on or
before the Fundamental Change Expiration Time. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Debenture for
redemption shall be determined by the Company, whose determination shall be
final and binding absent manifest error.

          (d)  On or prior to the Fundamental Change Redemption Date, the Company will
deposit with the Trustee or with one or more paying agents (or, if the Company
is acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 6.04) an amount of money sufficient to redeem on the
Fundamental Change Redemption Date all the Debentures to be redeemed on such
date at the appropriate redemption price, together with accrued interest to, but
excluding, the Fundamental Change Redemption Date; provided that if such
payment is made on the Fundamental Change Redemption Date it must be received by
the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City
time, on such date. Payment for Debentures surrendered for redemption (and not
withdrawn) prior to the Fundamental Change Expiration Time will be made promptly
(but in no event more than five (5) Business Days) following the Repurchase Date
by mailing checks for the amount payable to the holders of such Debentures
entitled thereto as they shall appear in the Debenture Register.

          (e)  
In the case of a reclassification, change, consolidation, merger, combination,
sale or conveyance to which Section 16.06 applies, in which the Common Stock of
the Company is changed or exchanged as a result into the right to receive stock,
securities or other property or assets (including cash), which includes shares
of Common Stock of the Company or shares of common stock of another Person that
are, or upon issuance will be, traded on a United States national securities
exchange or approved for trading on an established automated over-the-counter
trading market in the United States and such shares constitute at the time such
change or exchange becomes effective in excess of 50% of the aggregate fair
market value of such stock, securities or other property or assets (including
cash) (as determined by the Company, which determination shall be conclusive and
binding), then the Person formed by such consolidation or 

28

 resulting from such merger or which acquires such
assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture (accompanied by an Opinion of Counsel that such
supplemental indenture complies with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) modifying the provisions of
this Indenture relating to the right of holders of the Debentures to cause the
Company to repurchase the Debentures following a Fundamental Change, including
without limitation the applicable provisions of this Section 3.05 and the
definitions of Common Stock and Fundamental Change, as appropriate, as
determined in good faith by the Company (which determination shall be conclusive
and binding), to make such provisions apply to such other Person if different
from the Company and the common stock issued by such Person (in lieu of the
Company and the Common Stock of the Company).

          (f)  The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act to the extent then applicable in
connection with the redemption rights of the holders of Debentures in the event
of a Fundamental Change.

          Section 3.06. Repurchase
of Debentures by the Company at Option of the Holder. Debentures shall
be purchased by the Company pursuant to the terms of the Debentures at the
option of the holder on June 15, 2010 (the "Repurchase Date"), at a
purchase price of 100% of the principal amount, plus any accrued and unpaid
interest to, but excluding, the Repurchase Date, subject to the provisions of
Section 3.07(a). Repurchases of Debentures under this Section 3.06 shall be
made, at the option of the holder thereof, upon:

          (a)  delivery to the Trustee (or other paying agent
appointed by the Company) by a holder of a duly completed notice (the "Repurchase
Notice") in the form set forth on the reverse of the Debenture during the
period beginning at any time from the opening of business on the date that is 20
Business Days prior to the Repurchase Date until the close of business on the
Repurchase Date; and

          (b)  delivery or book-entry transfer of the Debentures to the Trustee (or
other paying agent appointed by the Company) at any time after delivery of the
Repurchase Notice (together with all necessary endorsements) at the Corporate
Trust Office of the Trustee (or other paying agent appointed by the Company) in
the Borough of Manhattan as provided in Section 6.02, such delivery being a
condition to receipt by the holder of the purchase price therefor; provided
that such purchase price shall be so paid pursuant to this Section 3.06 only if
the Debenture so delivered to the Trustee (or other paying agent appointed by
the Company) shall conform in all respects to the description thereof in the
related Repurchase Notice.

          The Company shall
purchase from the holder thereof, pursuant to this Section 3.06, a portion of a
Debenture, if the principal amount of such portion is $1,000 or a whole multiple
of $1,000. Provisions of this Indenture that apply to

29

 the purchase of all of a Debenture also apply to the purchase of such
portion of such Debenture.

          Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.06 shall be consummated by the delivery of the consideration to be
received by the holder promptly following the later of the Repurchase Date and
the time of the book-entry transfer or delivery of the Debenture.

          Notwithstanding anything herein to the contrary, any holder delivering to the
Trustee (or other paying agent appointed by the Company) the Repurchase Notice
contemplated by this Section 3.06 shall have the right to withdraw such
Repurchase Notice at any time prior to the close of business on the Repurchase
Date by delivery of a written notice of withdrawal to the Trustee (or other
paying agent appointed by the Company) in accordance with Section 3.08.

          The Trustee (or other paying agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Repurchase Notice or written
notice of withdrawal thereof.

          Section 3.07. Company Repurchase Notice. 


          (a) The Debentures to be repurchased on the Repurchase
Date pursuant to Section 3.06 will be paid for in cash.

          At least three Business Days before the Company Repurchase Notice Date, the
Company shall deliver an Officers’ Certificate to the Trustee specifying:

        (i) the information required by Section 3.07(b) in the Company Repurchase
    Notice, and

            (ii) whether the Company desires the Trustee to give the Company
    Repurchase Notice required by Section 3.07(b).

  

          (b) In connection with any repurchase of Debentures,
the Company shall, no less than 20 Business Days prior to the Repurchase Date
(the "Company Repurchase Notice Date"), give notice to holders at their
addresses shown in the Debenture Register setting forth information specified in
this Section 3.07(b) (the "Company Repurchase Notice"). The Company
will also give notice to beneficial owners as required by applicable law.

          The Company Repurchase Notice shall:

          (1) state the repurchase price and the Repurchase Date to which the
    Company Repurchase Notice relates;

              (2) include a form of Repurchase Notice;

    30

              (3) state the name and address of the Trustee (or other paying agent or
    conversion agent appointed by the Company);

              (4) state that Debentures must be surrendered to the Trustee (or other
    paying agent appointed by the Company) to collect the purchase price;

              (5) if the Debentures are then convertible, state that Debentures as to
    which a Repurchase Notice has been given may be converted only if the
    Repurchase Notice is withdrawn in accordance with the terms of this
    Indenture; and

              (6) state the CUSIP number of the Debentures.

  

The Company Repurchase Notice may be given by the Company or, at the
Company’s request, the Trustee shall give such Company Repurchase Notice in the
Company’s name and at the Company’s expense.

          (c) The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the holders of Debentures.

          Section 3.08. Effect of
Repurchase Notice. Upon receipt by the Trustee (or other paying agent
appointed by the Company) of the Repurchase Notice specified in Section 3.06,
the holder of the Debenture in respect of which such Repurchase Notice was given
shall (unless such Repurchase Notice is validly withdrawn) thereafter be
entitled to receive solely the purchase price with respect to such Debenture.
Such purchase price shall be paid to such holder, subject to receipt of funds
and/or Debentures by the Trustee (or other paying agent appointed by the
Company), promptly following the later of (x) the Repurchase Date with respect
to such Debenture (provided the holder has satisfied the conditions in Section
3.06) and (y) the time of delivery of such Debenture to the Trustee (or other
paying agent appointed by the Company) by the holder thereof in the manner
required by Section 3.06. Debentures in respect of which a Repurchase Notice has
been given by the holder thereof may not be converted pursuant to Article 16
hereof on or after the date of the delivery of such Repurchase Notice unless
such Repurchase Notice has first been validly withdrawn.

          A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Trustee (or other paying agent
appointed by the Company) in accordance with the Repurchase Notice at any time
prior to the close of business on the Repurchase Date, specifying:

          (a) the certificate
number, if any, of the Debenture in respect of which such notice of withdrawal
is being submitted, or the appropriate Depositary 

31

information if the Debenture in respect of which such notice of withdrawal is
being submitted is represented by a Global Debenture,

          (b) the principal amount of the Debenture with respect to which such notice
of withdrawal is being submitted, and

          (c) the principal amount, if any, of such Debenture which remains subject to
the original Repurchase Notice and which has been or will be delivered for
purchase by the Company.

          A written notice of withdrawal of a Repurchase Notice may be in the form set
forth in the preceding paragraph or may be in the form of a conditional
withdrawal contained in a Repurchase Notice pursuant to the terms of Section
3.06(a).

          Section 3.09. Deposit of
Purchase Price. (a)  Prior to 10:00 a.m. (New York City Time) on the
Business Day following the Repurchase Date, the Company shall deposit with the
Trustee (or other paying agent appointed by the Company; or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the paying agent,
shall segregate and hold in trust as provided in Section 6.04) an amount of cash
(in immediately available funds if deposited on such Business Day), sufficient
to pay the aggregate purchase price of all the Debentures or portions thereof
that are to be purchased as of the Repurchase Date.

          (b) If the Trustee or other paying agent appointed by the Company, or the
Company or a Subsidiary or Affiliate of either of them, if such entity is acting
as the paying agent, holds cash sufficient to pay the aggregate purchase price
of all the Debentures, or portions thereof that are to be purchased as of the
Repurchase Date, on or after the Repurchase Date (i) the Debentures will cease
to be outstanding, (ii) interest on the Debentures will cease to accrue, and
(iii) all other rights of the holders of such Debentures will terminate, whether
or not book-entry transfer of the Debentures has been made or the Debentures
have been delivered to the Trustee or paying agent, other than the right to
receive the repurchase price upon delivery of the Debentures.

          Section 3.10. Debentures Repurchased in Part.
Upon presentation of any Debenture repurchased only in part, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Debenture or
Debentures, of any authorized denomination, in aggregate principal amount equal
to the unrepurchased portion of the Debentures presented.

          Section 3.11. Repayment to the Company. The
Trustee (or other paying agent appointed by the Company) shall return to the
Company any cash that remains unclaimed as provided in Section 12 of the
Debentures, together with interest, if any, thereon, held by them for the
payment of the purchase price; provided that to the extent that the
aggregate amount of cash deposited by the 

32

Company pursuant to Section 3.09 exceeds the aggregate purchase price of the
Debentures or portions thereof which the Company is obligated to purchase as of
the Repurchase Date then, unless otherwise agreed in writing with the Company,
promptly after the Business Day following the Repurchase Date, the Trustee shall
return any such excess to the Company together with interest, if any, thereon.

ARTICLE 4

SUBORDINATION OF DEBENTURES

          Section 4.01.
Agreement of Subordination. The Company covenants and agrees, and each
holder of Debentures issued hereunder by its acceptance thereof likewise
covenants and agrees, that all Debentures shall be issued subject to the
provisions of this Article 4, and each Person holding any Debentures, whether
upon original issue or upon registration of transfer, assignment or exchange
thereof, accepts and agrees to be bound by such provisions.

          The payment of the principal of, premium, if any, and interest on all
Debentures (including, but not limited to, the redemption price with respect to
the Debentures called for redemption in accordance with Section 3.02 or
submitted for redemption in accordance with Section 3.05, as the case may be, as
provided in this Indenture) issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and subject in right of payment to
the prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

          No provision of this Article 4 shall prevent the occurrence of any default or
Event of Default hereunder or have any effect on the rights of the holders of
the Debentures or the Trustee to accelerate the maturity of the Debentures.

          Section 4.02.
Payments to Debentureholders. No payment shall be made with respect to
the principal of, premium, if any, or interest on the Debentures (including, but
not limited to, the redemption price with respect to the Debentures to be called
for redemption in accordance with Section 3.02 or submitted for redemption in
accordance with Section 3.05, as the case may be, as provided in this
Indenture), except payments and distributions made by the Trustee as permitted
by the first or second paragraph of Section 4.05, if:

          (i) a default in the payment of principal,
    premium, if any, interest, rent or other obligations in respect of
    Designated Senior Indebtedness occurs and is continuing (or, in the case of
    Designated Senior Indebtedness for which there is a period of grace, in the
    event of such a default that continues beyond the period of grace, if any,
    specified in the instrument or lease evidencing such Designated Senior
    Indebtedness) (a "Payment Default"); or


    33

              (ii) a default, other than a Payment Default, on
    any Designated Senior Indebtedness occurs and is continuing that then
    permits holders of such Designated Senior Indebtedness to accelerate its
    maturity (or in the case of any lease that is Designated Senior
    Indebtedness, a default occurs and is continuing that permits the lessor to
    either terminate the lease or require the Company to make an irrevocable
    offer to terminate the lease following an event of default thereunder) and
    the Trustee receives a notice of the default (a "Payment Blockage Notice")
    from a holder of Designated Senior Indebtedness or a Representative of
    Designated Senior Indebtedness (a "Non-Payment Default").

  

          If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 4.02 unless and until at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice. No
Non-Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

          The Company may and shall resume payments on and distributions in respect of
the Debentures (including, but not limited to, the redemption price with respect
to the Debentures to be redeemed) upon the earlier of:

          (1) in the case of a Payment Default, the date upon which any such
        Payment Default is cured or waived or ceases to exist, or

                  (2) in the case of a Non-Payment Default, the earlier of (a) the date
        upon which such default is cured or waived or ceases to exist or (b) 179
        days after the applicable Payment Blockage Notice is received by the
        Trustee if the maturity of such Designated Senior Indebtedness has not
        been accelerated (or in the case of any lease, 179 days after notice is
        received if the Company has not received notice that the lessor under
        such lease has exercised its right to terminate the lease or require the
        Company to make an irrevocable offer to terminate the lease following an
        event of default thereunder), unless this Article 4 otherwise prohibits
        the payment or distribution at the time of such payment or distribution.

      
    
          Upon any payment by
the Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due or to become due upon all Senior Indebtedness shall first be paid in
full in cash or other payment satisfactory to the holders of such Senior
Indebtedness before any payment is made on account of the principal of, premium,
if any, or interest (including Liquidated Damages, if any) on the Debentures
(except payments made pursuant to Article 

34

14 from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding up, liquidation or
reorganization), and upon any such dissolution or winding up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
similar proceeding, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Debentures or the Trustee would be entitled, except for
the provisions of this Article 4, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the holders of the
Debentures or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by law or a court order) or their Representative or
Representatives, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full, in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution is made to the holders of the
Debentures or to the Trustee.

          For purposes of this Article 4, the words, "Cash, Property or Securities"
shall not be deemed to include shares of Common Stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 4 with respect
to the Debentures to the payment of all Senior Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed
by the new corporation, if any, resulting from any reorganization or
readjustment, and (ii) the rights of the holders of Senior Indebtedness (other
than leases which are not assumed by the Company or the new corporation, as the
case may be) are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another Person upon the
terms and conditions provided for in Article 13 shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 4.02 if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article 13.

          In the event of the
acceleration of the Debentures because of an Event of Default, no payment or
distribution shall be made to the Trustee or any holder of Debentures in respect
of the principal of, premium, if any, or interest on the Debentures (including,
but not limited to, the redemption price with respect to the Debentures called
for redemption in accordance with Section 3.02 or submitted for redemption in
accordance with Section 3.05, as the case may be, as provided 

35

in this Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 4.05, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Debentures is accelerated
because of an Event of Default, the Company or, at the Company’s request and
expense, the Trustee shall promptly notify holders of Senior Indebtedness of the
acceleration.

          In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing provisions in this Section 4.02, shall
be received by the Trustee or the holders of the Debentures before all Senior
Indebtedness is paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, or provision is made for such payment
thereof in accordance with its terms in cash or other payment satisfactory to
the holders of such Senior Indebtedness, to the extent that the Trustee or any
holder of the Debentures has acquired notice, by whatever means, that all Senior
Indebtedness has not been paid in full, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their Representative or Representatives, as
their respective interests may appear, as calculated by the Company, for
application to the payment of any Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

          Nothing in this Section 4.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 9.06. This Section 4.02 shall be subject to
the further provisions of Section 4.05.

          Section 4.03.
Subrogation of Debentures. Subject to the payment in full of all Senior
Indebtedness, the rights of the holders of the Debentures shall be subrogated to
the extent of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article 4 (equally and ratably
with the holders of all Indebtedness of the Company which by its express terms
is subordinated to other Indebtedness of the Company to substantially the same
extent as the Debentures are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal, premium, if any, and
interest on the Debentures shall be paid in full, and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the holders of the
Debentures or the Trustee would be entitled except for the provisions of this
Article 4, and no payment pursuant to the provisions of this Article 4, to or
for the 

36

benefit of the holders of Senior Indebtedness by holders of the Debentures or
the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the holders of the Debentures, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness, and no
payments or distributions of cash, property or securities to or for the benefit
of the holders of the Debentures pursuant to the subrogation provisions of this
Article 4, which would otherwise have been paid to the holders of Senior
Indebtedness, shall be deemed to be a payment by the Company to or for the
account of the Debentures. It is understood that the provisions of this Article
4 are intended solely for the purposes of defining the relative rights of the
holders of the Debentures, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

          Nothing contained in this Article 4 or elsewhere in this Indenture or in the
Debentures is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of, premium, if any, and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or, subject to Section 8.04, the holder of any Debenture
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 4 of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of the Company referred to in this
Article 4, the Trustee, subject to the provisions of Section 9.01, and the
holders of the Debentures shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the holders of the Debentures, for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article 4.

          Section 4.04.
Authorization to Effect Subordination. Each holder of a Debenture by the
holder’s acceptance thereof authorizes and directs the Trustee on the holder’s
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 4 and appoints the Trustee to act as
the holder’s attorney-in-fact for any and all such purposes. If the Trustee does
not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in the third paragraph of Section 8.02 hereof at least
thirty (30) days before the expiration of the time to file such claim, the
holders of any 

37

Senior Indebtedness or their Representatives are hereby authorized to file an
appropriate claim for and on behalf of the holders of the Debentures.

          Section 4.05.
Notice to Trustee. The Company shall give prompt written notice
in the form of an Officers’ Certificate to a Responsible Officer of the Trustee
and to any paying agent of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee or any paying agent in
respect of the Debentures pursuant to the provisions of this Article 4.
Notwithstanding the provisions of this Article 4 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Debentures pursuant to the provisions of this Article
4, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers’ Certificate) or a Representative or a holder or holders of
Senior Indebtedness, and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 9.01, shall be entitled in all
respects to assume that no such facts exist; provided, however,
that if on a date not less than one Business Day prior to the date upon which by
the terms hereof any such monies may become payable for any purpose (including,
without limitation, the payment of the principal of, or premium, if any, or
interest on any Debenture) the Trustee shall not have received, with respect to
such monies, the notice provided for in this Section 4.05, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to apply monies received to the purpose for which they were received,
and shall not be affected by any notice to the contrary that may be received by
it on or after such prior date.

          Notwithstanding anything in this Article 4 to the contrary, nothing shall
prevent any payment by the Trustee to the Debenture holders of monies deposited
with it pursuant to Section 14.01, if a Responsible Officer of the Trustee shall
not have received written notice at the Corporate Trust Office on or before one
Business Day prior to the date such payment is due that such payment is not
permitted under Section 4.01 or 4.02.

          The Trustee, subject to the provisions of Section 9.01, shall be entitled to
rely on the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Indebtedness pursuant to this
Article 4 unless it has received satisfactory evidence as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 4.

38

          Section 4.06. Trustee’s
Relation to Senior Indebtedness. The Trustee, in its individual
capacity, shall be entitled to all the rights set forth in this Article 4 in
respect of any Senior Indebtedness at any time held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in Section 9.13 or
elsewhere in this Indenture shall deprive the Trustee of any of its rights as
such holder.

          With respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 4, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 9.01, the Trustee shall not be liable to any holder of
Senior Indebtedness (i) for any failure to make any payments or distributions to
such holder or (ii) if it shall pay over or deliver money to holders of
Debentures, the Company or any other Person in compliance with this Article 4.

          Section 4.07. No
Impairment of Subordination. No right of any present or future holder of
any Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with. Senior Indebtedness may be
created, renewed or extended and holders of Senior Indebtedness may exercise any
rights under any instrument creating or evidencing such Senior Indebtedness,
including, without limitation, any waiver of default thereunder, without any
notice to or consent from the holders of the Debentures or the Trustee. No
compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or
obligation under or in respect of the Senior Indebtedness or any terms or
conditions of any instrument creating or evidencing such Senior Indebtedness
shall in any way alter or affect any of the provisions of this Article 4 or the
subordination of the Debentures provided thereby.

          Section 4.08.
Certain Conversions Not Deemed Payment. For the purposes of this Article
4 only, (1) the issuance and delivery of Junior Securities upon conversion of
Debentures in accordance with Article 16 and (2) the payment, issuance or
delivery of cash, property or securities upon conversion of a Debenture as a
result of any transaction specified in Section 16.06 shall not be deemed to
constitute a payment or distribution on account of the principal of, premium, if
any, or interest on Debentures or on account of the purchase or other
acquisition of Debentures. For the purposes of this Section 4.08, the term "Junior
Securities" means (a) Common Stock of the Company or (b) securities of the
Company that are subordinated in right of payment to all Senior Indebtedness
that may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the Debentures
are so  

39

subordinated as provided in this Article 4. Nothing contained in this
Article 4 or elsewhere in this Indenture or in the Debentures is intended to or
shall impair, as among the Company, its creditors (other than holders of Senior
Indebtedness) and the Debentureholders, the right, which is absolute and
unconditional, of the Holder of any Debenture to convert such Debenture in
accordance with Article 16.

          Section 4.09. Article
Applicable to Paying Agents. If at any time any paying agent other than
the Trustee shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article 4 shall (unless the
context otherwise requires) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if such
paying agent were named in this Article 4 in addition to or in place of the
Trustee; provided, however, that the first paragraph of Section 4.05
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as paying agent.

          The Trustee shall not be responsible for the actions or inactions of any
other paying agents (including the Company if acting as its own paying agent)
and shall have no control of any funds held by such other paying agents.

          Section 4.10.
Senior Indebtedness Entitled to Rely. The holders of Senior Indebtedness
(including, without limitation, Designated Senior Indebtedness) shall have the
right to rely upon this Article 4, and no amendment or modification of the
provisions contained herein shall diminish the rights of such holders unless
such holders shall have agreed in writing thereto.

          Section 4.11. Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon any payment
or distribution of assets of the Company referred to in this Article 4, the
Trustee and the Debentureholders shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Debentureholders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 4.

ARTICLE 5

CONTINGENT INTEREST

          Section 5.01. Contingent
Interest. Beginning with the six-month interest period commencing June
15, 2010, the Company will pay contingent interest 

40

during a six month interest period if the Trading Price for each of the five
Trading Days immediately preceding the first day of the applicable six-month
interest period equals or exceeds 120% of the principal amount of the
Debentures. During any six-month interest period when contingent interest is
payable, the contingent interest payable on each $1,000 principal amount of
Debenture shall equal 0.25 of the average Trading Price for $1,000 principal
amount of Debentures during the five Trading Day measuring period immediately
preceding the first day of applicable six-month interest period used to
determine whether contingent interest must be paid.

          The Trustee’s sole responsibility pursuant to Section 5.01 hereof shall be to
obtain the Trading Price of the Debentures for each of the five Trading Days
immediately preceding the first day of the applicable six-month interest period
and to provide such information to the Company. The Company shall determine
whether holders are entitled to receive Contingent Interest, and if so, provide
notice pursuant to Section 5.03. Notwithstanding any term contained in this
Indenture or any other document to the contrary, the Trustee shall have no
responsibilities, duties or obligations for or with respect to (i) determining
whether the Company must pay Contingent Interest or (ii) determining the amount
of Contingent Interest, if any, payable by the Company.

          Section 5.02. Payment of Contingent Interest.
Contingent interest for any six-month interest period shall be paid on the
applicable interest payment date to the Person in whose name any Debenture (or
its Predecessor Debenture) is registered on the Debenture Register at the
corresponding record date. Contingent interest due under this Article 5 shall be
treated for all purposes of this Indenture like any other interest accruing on
the Debentures.

          Section 5.03. Contingent
Interest Notification. By the first Business Day of a six-month interest
period during which contingent interest will be paid, the Company will
disseminate a press release through Dow Jones & Company, Inc. or Bloomberg
Business News stating that contingent interest will be paid on the Debentures
and identifying the six month interest period.

ARTICLE 6

PARTICULAR COVENANTS OF THE COMPANY

          Section 6.01. Payment of
Principal, Premium and Interest. The Company covenants and agrees that
it will duly and punctually pay or cause to be paid the principal of and
premium, if any (including the redemption price upon redemption or the purchase
price upon repurchase, in each case pursuant to Article 3), and interest, on
each of the Debentures at the places, at the respective times and in the manner
provided herein and in the Debentures.

          Section 6.02.
Maintenance of Office or Agency. The Company will maintain an office or
agency in the Borough of Manhattan, the City of New York, 

41

where the Debentures may be surrendered for registration of transfer or
exchange or for presentation for payment or for conversion, redemption or
repurchase and where notices and demands to or upon the Company in respect of
the Debentures and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency not designated or appointed by the Trustee. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office or the corporate trust office of the Trustee in The Borough of Manhattan
which office is located at 55 Water Street, The Jeanette Park Entrance, New
York, New York 10041.

          The Company may also from time to time designate co-registrars and one or
more offices or agencies where the Debentures may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

          The Company hereby initially designates the Trustee as paying agent,
Debenture Registrar, Custodian and conversion agent and each of the Corporate
Trust Office and the office of agency of the Trustee in The Borough of
Manhattan, shall be considered as one such office or agency of the Company for
each of the aforesaid purposes.

          So long as the Trustee is the Debenture Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 9.10(a) and the
third paragraph of Section 9.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Debentures it can identify from its records.

          Section 6.03. Appointments to Fill Vacancies in
Trustee’s Office. The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 9.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

          Section 6.04. Provisions
as to Paying Agent. (a) If the Company shall appoint a paying agent other
than the Trustee, or if the Trustee shall appoint such a paying agent, the
Company will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 6.04:

          (1) that it will hold all sums held by it as such agent for the payment
    of the principal of and premium, if any, or interest on the Debentures
    (whether such sums have been paid to it by the Company or by any other
    obligor on the Debentures) in trust for the benefit of the holders of the
    Debentures;


    42

              (2) that it will give the Trustee notice of any failure by the Company
    (or by any other obligor on the Debentures) to make any payment of the
    principal of and premium, if any, or interest on the Debentures when the
    same shall be due and payable; and

              (3) that at any time during the continuance of an Event of Default, upon
    request of the Trustee, it will forthwith pay to the Trustee all sums so
    held in trust.

  

          The Company shall, on or before each due date of the principal of, premium,
if any, or interest on the Debentures, deposit with the paying agent a sum (in
funds which are immediately available on the due date for such payment)
sufficient to pay such principal, premium, if any, or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided that if such deposit is made on the
due date, such deposit shall be received by the paying agent by 10:00 a.m. New
York City time, on such date.

          (b)  If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of, premium, if any, or interest on the
Debentures, set aside, segregate and hold in trust for the benefit of the
holders of the Debentures a sum sufficient to pay such principal, premium, if
any, or interest so becoming due and will promptly notify the Trustee of any
failure to take such action and of any failure by the Company (or any other
obligor under the Debentures) to make any payment of the principal of, premium,
if any, or interest on the Debentures when the same shall become due and
payable.

          (c)  Anything in this Section 6.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 6.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such sums.

          (d)  Anything in this Section 6.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 6.04 is subject to
Sections 14.03 and 14.04.

          The Trustee shall not be responsible for the actions of any other paying
agents (including the Company if acting as its own paying agent) and shall have
no control of any funds held by such other paying agents.

          Section 6.05. Existence. Subject to Article
13, the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and rights (charter and statutory);
provided that the Company shall  

43

not be required to preserve any such right
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Debentureholders.

          Section 6.06. Maintenance of Properties. 
The Company will cause all properties used or useful in the conduct of its
business or the business of any Significant Subsidiary to be maintained and kept
in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided
that nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any subsidiary and not disadvantageous in any material respect to
the Debentureholders.

          Section 6.07. Payment of Taxes and Other Claims.
The Company will pay or discharge, or cause to be paid or discharged, before
the same may become delinquent, (i) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Significant Subsidiary or upon
the income, profits or property of the Company or any Significant Subsidiary,
(ii) all claims for labor, materials and supplies which, if unpaid, might by law
become a lien or charge upon the property of the Company or any Significant
Subsidiary and (iii) all stamp taxes and other duties, if any, which may be
imposed by the United States or any political subdivision thereof or therein in
connection with the issuance, transfer, exchange, conversion, redemption or
repurchase of any Debentures or with respect to this Indenture; provided
that, in the case of clauses (i) and (ii), the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim (A) if the failure to do so will not, in the aggregate, have a
material adverse impact on the Company, or (B) if the amount, applicability or
validity is being contested in good faith by appropriate proceedings.

          Section 6.08. Rule 144A Information Requirement.
Within the period prior to the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, make
available to any holder or beneficial holder of Debentures or any Common Stock
issued upon conversion thereof which continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Debentures or
such Common Stock designated by such holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act upon
the request of any holder or beneficial holder of the Debentures or such Common
Stock and it will take such further action as any holder or beneficial holder of
such Debentures or such 

44

Common Stock may reasonably request, all to the extent required from time to
time to enable such holder or beneficial holder to sell its Debentures or Common
Stock without registration under the Securities Act within the limitation of the
exemption provided by Rule 144A, as such Rule may be amended from time to time.
Upon the request of any holder or any beneficial holder of the Debentures or
such Common Stock, the Company will deliver to such holder a written statement
as to whether it has complied with such requirements.

          Section 6.09. Stay, Extension and Usury Laws.
The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law
which would prohibit or forgive the Company from paying all or any portion of
the principal of, premium, if any, or interest on the Debentures as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture and the Company (to
the extent it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

          Section 6.10. Compliance
Certificate. The Company shall deliver to the Trustee, within one
hundred twenty (120) days after the end of each fiscal year of the Company, a
certificate signed by either the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the best knowledge of the signer thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

          The Company will deliver to the Trustee, forthwith upon becoming aware of (i)
any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or (ii) any Event of Default, an
Officers’ Certificate specifying with particularity such default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.

          Any notice required to be given under this Section 6.10 shall be delivered to
a Responsible Officer of the Trustee at its Corporate Trust Office. 

          Section 6.11. Liquidated
Damages Notice. In the event that the Company is required to pay
Liquidated Damages to holders of Debentures pursuant to the Registration Rights
Agreement, the Company will provide written notice ("Liquidated Damages
Notice") to the Trustee of its obligation to pay Liquidated Damages no later
than fifteen (15) days prior to the proposed payment 

45

date for the Liquidated Damages, and the Liquidated Damages Notice shall set
forth the amount of Liquidated Damages to be paid by the Company on such payment
date. The Trustee shall not at any time be under any duty or responsibility to
any holder of Debentures to determine the Liquidated Damages, or with respect to
the nature, extent or calculation of the amount of Liquidated Damages when made,
or with respect to the method employed in such calculation of the Liquidated
Damages.

          Section 6.12. Contingent Debt Tax Treatment.
The Company agrees, and by acceptance of a Debenture, each beneficial holder
of a Debenture will be deemed to have agreed to treat the Debentures as
indebtedness of the Company for U.S. federal income tax purposes that are
subject to the regulations governing contingent payment debt instruments. A
Holder of Debentures may obtain the amount amount of original issue discount,
issue date, yield to maturity, comparable yield and projected payment schedule
for the Debentures, determined by the Company pursuant to Treas. Reg. Sec.
1.1275-4, by submitting a written request for it to the Company at the following
address: Wilson Greatbatch Technologies, Inc., 9645 Wehrle Drive, Clarence, NY
14031, Attention: Treasurer.

          Section 6.13. Calculation Of Original Issue
Discount. The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of Tax Original
Issue Discount (including daily rates and accrual periods) accrued on
outstanding Debentures as of the end of such year and (ii) such other specific
information relating to such Tax Original Issue Discount as may then be required
under the Internal Revenue Code of 1986, as amended from time to time, or the
Treasury regulations promulgated thereunder.

ARTICLE 7

DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

          Section 7.01.
Debentureholders’ Lists. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee, semiannually, not more than
fifteen (15) days after each June 1 and December 1 in each year beginning with
December 1, 2003, and at such other times as the Trustee may request in writing,
within thirty (30) days after receipt by the Company of any such request (or
such lesser time as the Trustee may reasonably request in order to enable it to
timely provide any notice to be provided by it hereunder), a list in such form
as the Trustee may reasonably require of the names and addresses of the holders
of Debentures as of a date not more than fifteen (15) days (or such other date
as the Trustee may reasonably request in order to so provide any such notices)
prior to the time such information is furnished, except that no such list need
be furnished by the Company to the Trustee so long as the Trustee is acting as
the sole Debenture Registrar.

46

          Section 7.02. Preservation And Disclosure Of Lists.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debentures contained in the most recent list furnished to it as provided in
Section 7.01 or maintained by the Trustee in its capacity as Debenture Registrar
or co-registrar in respect of the Debentures, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

          (b) The rights of Debentureholders to communicate with other holders of
Debentures with respect to their rights under this Indenture or under the
Debentures, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

          (c) Every Debentureholder, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of holders of Debentures made pursuant to
the Trust Indenture Act.

          Section 7.03. Reports By Trustee. 
(a) Within
sixty (60) days after December 15 of each year commencing with the year 2003,
the Trustee shall transmit to holders of Debentures such reports dated as of
December 15 of the year in which such reports are made concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. In the
event that no events have occurred under the applicable sections of the Trust
Indenture Act the Trustee shall be under no duty or obligation to provide such
reports.

          (b)  A copy of such report shall, at the time of such transmission to holders
of Debentures, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Debentures are listed and with the Company. The
Company will promptly notify the Trustee in writing when the Debentures are
listed on any stock exchange or automated quotation system or delisted
therefrom.

          Section 7.04. Reports by Company. The
Company shall file with the Trustee (and the Commission if at any time after the
Indenture becomes qualified under the Trust Indenture Act), and transmit to
holders of Debentures, such information, documents and other reports and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act, whether or not the
Debentures are governed by such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
fifteen (15) days after the same is so required to be filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information 

47

contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on an Officers’ Certificates).

ARTICLE 8

REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN
EVENT OF DEFAULT

          Section 8.01. Events Of
Default. In case one or more of the following Events of Default
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:

          (a) default in the payment of any installment of interest upon any of the
Debentures as and when the same shall become due and payable, and continuance of
such default for a period of thirty (30) days; or

          (b) default in the payment of the principal of or premium, if any, on any of
the Debentures as and when the same shall become due and payable either at
maturity or in connection with any redemption, repurchase or otherwise, in each
case pursuant to Article 3, by acceleration or otherwise; or

          (c) default in the Company’s obligation to provide a Fundamental Change
Notice upon a Fundamental Change as provided in Section 3.05; or

          (d) failure on the part of the Company duly to observe
or perform any other of the covenants or agreements on the part of the Company
in the Debentures or in this Indenture (other than a covenant or agreement a
default in whose performance or whose breach is elsewhere in this Section 8.01
specifically dealt with) continued for a period of sixty (60) days after the
date on which written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company by the Trustee, or the Company
and a Responsible Officer of the Trustee by the holders of at least twenty-five
percent (25%) in aggregate principal amount of the Debentures at the time
outstanding determined in accordance with Section 10.04; or

          (e) the Company shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to the Company or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Company, or shall
make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due; or

48

          (f)  an involuntary case or other proceeding shall be
commenced against the Company seeking liquidation, reorganization or other
relief with respect to the Company or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of the
Company or any substantial part of the property of the Company, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of sixty (60) consecutive days;

then, and in each and every such case (other than an Event of Default
specified in Section 8.01(e) or 8.01(f)), unless the principal of all of the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent (25%) in aggregate principal amount
of the Debentures then outstanding hereunder determined in accordance with
Section 10.04, by notice in writing to the Company (and to the Trustee if given
by Debentureholders), may declare the principal of and premium, if any, on all
the Debentures and the interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Debentures
contained to the contrary notwithstanding. If an Event of Default specified in
Section 8.01(e) or 8.01(f) occurs, the principal of all the Debentures and the
interest accrued thereon shall be immediately and automatically due and payable
without necessity of further action. This provision, however, is subject to the
conditions that if, at any time after the principal of the Debentures shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all Debentures and
the principal of and premium, if any, on any and all Debentures which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal and premium, if any, at the rate borne by
the Debentures, to the date of such payment or deposit) and amounts due to the
Trustee pursuant to Section 9.06, and if any and all defaults under this
Indenture, other than the nonpayment of principal of and premium, if any, and
accrued interest on Debentures which shall have become due by acceleration,
shall have been cured or waived pursuant to Section 8.07, then and in every such
case the holders of a majority in aggregate principal amount of the Debentures
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults or Events of Default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or Event of Default, or shall impair any
right consequent thereon. The Company shall notify in writing a Responsible
Officer of the Trustee, promptly upon becoming aware thereof, of any Event of
Default.

          In case the Trustee
shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned 

49

because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Debentures, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Debentures, and the Trustee
shall continue as though no such proceeding had been taken.

          Section 8.02. Payments
of Debentures on Default; Suit Therefor. The Company
covenants that in case default shall be made in the payment of any installment
of interest upon any of the Debentures as and when the same shall become due and
payable, and such default shall have continued for a period of thirty (30) days,
or in case default shall be made in the payment of the principal of or premium,
if any, on any of the Debentures as and when the same shall have become due and
payable, whether at maturity of the Debentures or in connection with any
redemption, by or under this Indenture declaration or otherwise, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Debentures, the whole amount that then shall have become due
and payable on all such Debentures for principal and premium, if any, or
interest, as the case may be, with interest upon the overdue principal and
premium, if any, and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the rate
borne by the Debentures, plus 1% and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 9.06. Until such demand by the
Trustee, the Company may pay the principal of and premium, if any, and interest
on the Debentures to the registered holders, whether or not the Debentures are
overdue.

          In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Debentures and collect in the manner provided by law out of the property of the
Company or any other obligor on the Debentures wherever situated the monies
adjudged or decreed to be payable.

          In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debentures under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Debentures, or to the creditors or
property of the Company or  

50

such other obligor, the Trustee, irrespective of
whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 8.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Debentures, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of any amounts due the Trustee
under Section 9.06, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as
it reasonably deems necessary or advisable, and, unless prohibited by law or
applicable regulations, and any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Debentureholders to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments directly
to the Debentureholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property which
the holders of the Debentures may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

          All rights of action and of asserting claims under this Indenture, or under
any of the Debentures, may be enforced by the Trustee without the possession of
any of the Debentures, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Debentures.

          In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the
Debentures, and it shall not be necessary to make any holders of the Debentures
parties to any such proceedings.

          Section 8.03. Application of Monies Collected By
Trustee. Any monies collected by the Trustee pursuant to this Article 8
shall be applied in the order 

51

following, at the date or dates fixed by the Trustee for the distribution of
such monies, upon presentation of the several Debentures, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section 9.06;

          SECOND: In case the principal of the outstanding Debentures shall not have
become due and be unpaid, to the payment of interest on the Debentures in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the rate borne by the Debentures,
such payments to be made ratably to the Persons entitled thereto;

          THIRD: In case the principal of the outstanding Debentures shall have become
due, by declaration or otherwise, and be unpaid to the payment of the whole
amount then owing and unpaid upon the Debentures for principal and premium, if
any, and interest, with interest on the overdue principal and premium, if any,
and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate borne by the Debentures, and in
case such monies shall be insufficient to pay in full the whole amounts so due
and unpaid upon the Debentures, then to the payment of such principal and
premium, if any, and interest without preference or priority of principal and
premium, if any, over interest, or of interest over principal and premium, if
any, or of any installment of interest over any other installment of interest,
or of any Debenture over any other Debenture, ratably to the aggregate of such
principal and premium, if any, and accrued and unpaid interest; and

          FOURTH: To the payment of the remainder, if any, to the Company or any other
Person lawfully entitled thereto.

          Section 8.04.
Proceedings by Debentureholder. No holder of any Debenture shall have
any right by virtue of or by reference to any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than twenty-five percent (25%)
in aggregate principal amount of the Debentures then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable security or indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty
(60) days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding
and no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 8.07; it being understood and intended, and
being  

52

expressly covenanted by the taker and holder of every Debenture with every
other taker and holder and the Trustee, that no one or more holders of
Debentures shall have any right in any manner whatever by virtue of or by
reference to any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Debentures, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debentures (except as otherwise
provided herein). For the protection and enforcement of this Section 8.04, each
and every Debentureholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

          Notwithstanding any other provision of this Indenture and any provision of
any Debenture, the right of any holder of any Debenture to receive payment of
the principal of and premium, if any (including the redemption price upon
redemption pursuant to Article 8), and accrued interest on such Debenture, on or
after the respective due dates expressed in such Debenture or in the event of
redemption, or to institute suit for the enforcement of any such payment on or
after such respective dates against the Company shall not be impaired or
affected without the consent of such holder.

          Anything in this Indenture or the Debentures to the contrary notwithstanding,
the holder of any Debenture, without the consent of either the Trustee or the
holder of any other Debenture, in its own behalf and for its own benefit, may
enforce, and may institute and maintain any proceeding suitable to enforce, its
rights of conversion as provided herein.

          Section 8.05. Proceedings By Trustee. In
case of an Event of Default, the Trustee may, in its discretion, proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as are necessary to protect and enforce any of
such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

          Section 8.06. Remedies Cumulative And Continuing.
Except as provided in Section 2.06, all powers and remedies given by this
Article 8 to the Trustee or to the Debentureholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of the Debentures to
exercise any right or power accruing upon any default or Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or any acquiescence
therein, and, subject to the provisions of Section 8.04, every power and remedy
given by this Article 8 or by law to the Trustee or to the  

53

Debentureholders may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Debentureholders.

          Section 8.07. Direction
of Proceedings and Waiver of Defaults By Majority of Debentureholders. 
The holders of a majority in aggregate principal amount of the Debentures at the
time outstanding determined in accordance with Section 10.04
shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee; provided that (a) such direction shall
not be in conflict with any rule of law or with this Indenture, (b) the Trustee
may take any other action which is not inconsistent with such direction, (c) the
Trustee may decline to take any action that would benefit some Debentureholder
to the detriment of other Debentureholders and (d) the Trustee may decline to
take any action that would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Debentures at the
time outstanding determined in accordance with Section 10.04 may, on behalf of
the holders of all of the Debentures, waive any past default or Event of Default
hereunder and its consequences except (i) a default in the payment of interest
or premium, if any, on, or the principal of, the Debentures, (ii) a failure by
the Company to convert any Debentures into Common Stock, (iii) a default in the
payment of the redemption price pursuant to Article 3, (iv) a default in the
payment of the purchase price pursuant to Article 3 or (v) a default in respect
of a covenant or provisions hereof which under Article 12 cannot be modified or
amended without the consent of the holders of each or all Debentures then
outstanding or affected thereby. Upon any such waiver, the Company, the Trustee
and the holders of the Debentures shall be restored to their former positions
and rights hereunder; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by
this Section 8.07, said default or Event of Default shall for all purposes of
the Debentures and this Indenture be deemed to have been cured and to be not
continuing; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.

          Section 8.08. Notice of Defaults. The
Trustee shall, within ninety (90) days after a Responsible Officer of the
Trustee has knowledge of the occurrence of a default, mail to all
Debentureholders, as the names and addresses of such holders appear upon the
Debenture Register, notice of all defaults known to a Responsible Officer,
unless such defaults shall have been cured or waived before the giving of such
notice; provided that except in the case of default in the payment of the
principal of, or premium, if any, or interest on any of the Debentures, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Debentureholders.

54

          Section 8.09.
Undertaking To Pay Costs. All parties to this Indenture agree, and each
holder of any Debenture by his acceptance thereof shall be deemed to have
agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided that the provisions of this Section
8.09 (to the extent permitted by law) shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders, holding in the aggregate more than ten percent in principal
amount of the Debentures at the time outstanding determined in accordance with
Section 10.04, or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of or premium, if any, or interest
on any Debenture on or after the due date expressed in such Debenture or to any
suit for the enforcement of the right to convert any Debenture in accordance
with the provisions of Article 16.

ARTICLE 9

THE TRUSTEE

          Section 9.01. Duties and
Responsibilities of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.

          No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:

          (a)  prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred:

          (i)  the duties and obligations of the Trustee shall be determined solely
    by the express provisions of this Indenture and the Trust Indenture Act, and
    the Trustee shall not be liable except for the performance of such duties
    and obligations as are specifically set forth in this Indenture and no
    implied covenants or obligations shall be read into this Indenture and the
    Trust Indenture Act against the Trustee; and


    55

              (ii)  in the absence of bad faith and willful misconduct on the part of
    the Trustee, the Trustee may conclusively rely as to the truth of the
    statements and the correctness of the opinions expressed therein, upon any
    certificates or opinions furnished to the Trustee and conforming to the
    requirements of this Indenture; but, in the case of any such certificates or
    opinions which by any provisions hereof are specifically required to be
    furnished to the Trustee, the Trustee shall be under a duty to examine the
    same to determine whether or not they conform to the requirements of this
    Indenture;

  

          (b)  the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Officers of the Trustee, unless the Trustee
was negligent in ascertaining the pertinent facts;

          (c)  the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than a majority in principal amount of the Debentures
at the time outstanding determined as provided in Section 10.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;

          (d)  whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section;

          (e)  the Trustee shall not be liable in respect of any payment (as to the
correctness of amount, entitlement to receive or any other matters relating to
payment) or notice effected by the Company or any paying agent or any records
maintained by any co-registrar with respect to the Debentures;

          (f)  if any party fails to deliver a notice relating to an event the fact of
which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred; and

          (g)  the Trustee shall not be deemed to have knowledge of any Event of Default
hereunder unless it shall have been notified in writing of such Event of Default
by the Company or the holders of at least 10% in aggregate principal amount of
the Debentures.

          None of the provisions contained in this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

56

          Section 9.02. Reliance
on Documents, Opinions, Etc. Except as otherwise provided in Section
9.01:

          (a)  the Trustee may conclusively rely and shall be protected in acting upon
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture, note, coupon or other paper or
document (whether in its original or facsimile form) believed by it in good
faith to be genuine and to have been signed or presented by the proper party or
parties;

          (b)  any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers’ Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

          (c)  the Trustee may consult with counsel of its own selection and any advice
or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

          (d)  the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Debentureholders pursuant to the provisions of this Indenture, unless
such Debentureholders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby;

          (e)  the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney; and

          (f)  the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and
the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed by it with due care hereunder.

          (g)  the Trustee shall not be liable for any action taken, suffered or omitted
to be taken by it in good faith and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Indenture;

57

          (h)  the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;

          (i)  the Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded; and

          (j)  Any permissive right or authority granted to the Trustee shall not be
construed as a mandatory duty.

          Section 9.03. No
Responsibility For Recitals, Etc. The recitals contained herein and in
the Debentures (except in the Trustee’s certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee shall not be accountable for the use or application by
the Company of any Debentures or the proceeds of any Debentures authenticated
and delivered by the Trustee in conformity with the provisions of this
Indenture.

          Section 9.04. Trustee,
Paying Agents, Conversion Agents or Registrar May Own Debentures. The
Trustee, any paying agent, any conversion agent or Debenture Registrar, in its
individual or any other capacity, may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, paying agent,
conversion agent or Debenture Registrar.

          Section 9.05. Monies to
Be Held in Trust. Subject to the provisions of Section 14.04, all monies
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received. Money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on
any money received by it hereunder except as may be agreed in writing from time
to time by the Company and the Trustee.

          Section 9.06.
Compensation and Expenses of Trustee. The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation for all services rendered by it hereunder in any capacity
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable 

58

compensation and the expenses and disbursements of its counsel and of all
Persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence, willful misconduct, recklessness or
bad faith. The Company also covenants to indemnify the Trustee and any
predecessor Trustee (or any officer, director or employee of the Trustee), in
any capacity under this Indenture and its agents and any authenticating agent
for, and to hold them harmless against, any and all loss, liability, damage,
claim or expense including taxes (other than taxes based on the income of the
Trustee) incurred without negligence, willful misconduct, recklessness or bad
faith on the part of the Trustee or such officers, directors, employees and
agent or authenticating agent, as the case may be, and arising out of or in
connection with the acceptance or administration of this trust or in any other
capacity hereunder, including the costs and expenses of defending themselves
against any claim (whether asserted by the Company, any holder or any other
Person) of liability in the premises. The obligations of the Company under this
Section 9.06 to compensate or indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall be secured by a lien
prior to that of the Debentures upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the holders
of particular Debentures. The obligation of the Company under this Section shall
survive the satisfaction and discharge of this Indenture.

          When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 8.01(d) or (e)
with respect to the Company occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency or similar laws.

          Section 9.07. Officers’ Certificate As Evidence.
Except as otherwise provided in Section 9.01, whenever in the administration
of the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee.

          Section 9.08.
Conflicting Interests of Trustee. If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

          Section 9.09.
Eligibility of Trustee. There shall at all times be a Trustee hereunder
which shall be a Person that is eligible pursuant to the Trust Indenture Act to
act as such and has a combined capital and surplus of at least $50,000,000 (or
if such Person is a member of a bank holding company system, its bank 

59

holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 9.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

          Section 9.10.
Resignation or Removal of Trustee.


          (a) The Trustee may at any time resign by giving
written notice of such resignation to the Company and to the holders of
Debentures. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
sixty (60) days after the mailing of such notice of resignation to the
Debentureholders, the resigning Trustee may, upon ten (10) Business Days’ notice
to the Company and the Debentureholders, appoint a successor identified in such
notice or may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor trustee, or, if any
Debentureholder who has been a bona fide holder of a Debenture or Debentures for
at least six (6) months may, subject to the provisions of Section 8.09, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

          (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with Section 9.08 after written
    request therefor by the Company or by any Debentureholder who has been a
    bona fide holder of a Debenture or Debentures for at least six (6) months;
    or

              (ii) the Trustee shall cease to be eligible in accordance with the
    provisions of Section 9.09 and shall fail to resign after written request
    therefor by the Company or by any such Debentureholder; or

              (iii) the Trustee shall become incapable of acting, or shall be adjudged
    a bankrupt or insolvent, or a receiver of the Trustee or of its property
    shall be appointed, or any public officer shall take charge or control of
    the Trustee or of its property or affairs for the purpose of rehabilitation,
    conservation or liquidation;

  
60

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 8.09, any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six (6) months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee; provided that if no successor Trustee shall have been appointed
and have accepted appointment sixty (60) days after either the Company or the
Debentureholders has removed the Trustee, or the Trustee resigns, the Trustee so
removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

          (c) The holders of a majority in aggregate principal amount of the Debentures
at the time outstanding may at any time remove the Trustee and nominate a
successor trustee which shall be deemed appointed as successor trustee unless,
within ten (10) days after notice to the Company of such nomination, the Company
objects thereto, in which case the Trustee so removed or any Debentureholder, or
if such Trustee so removed or any Debentureholder fails to act, the Company,
upon the terms and conditions and otherwise as in Section 9.10(a) provided, may
petition any court of competent jurisdiction for an appointment of a successor
trustee.

          (d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 9.10 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 9.11.

          (e) Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company’s obligations under Section 9.06 shall continue for the benefit of
the retiring Trustee.

          Section 9.11. Acceptance
by Successor Trustee. Any successor trustee appointed as provided in
Section 9.10 shall execute, acknowledge and deliver to the Company and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amount then due it pursuant to the provisions of Section 9.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the

61

Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon
all property and funds held or collected by such trustee as such, except for
funds held in trust for the benefit of holders of particular Debentures, to
secure any amounts then due it pursuant to the provisions of Section 9.06.

          No successor trustee shall accept appointment as provided in this Section
9.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 9.08 and be eligible under the
provisions of Section 9.09.

          Upon acceptance of appointment by a successor trustee as provided in this
Section 9.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the holders of Debentures at their addresses as they shall
appear on the Debenture Register. If the Company fails to mail such notice
within ten (10) days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Company.

          Section 9.12. Succession By Merger. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee (including any trust created by this Indenture), shall be the successor
to the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that in
the case of any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, such corporation shall be qualified
under the provisions of Section 9.08 and eligible under the provisions of
Section 9.09.

          In case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture, any of the Debentures shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Debentures so authenticated; and
in case at that time any of the Debentures shall not have been authenticated,
any successor to the Trustee or any authenticating agent appointed by such
successor trustee may authenticate such Debentures in the name of the successor
trustee; and in all such cases such certificates shall have the full force that
is provided in the Debentures or in this Indenture; provided that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

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          Section 9.13. Preferential Collection of Claims.
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Debentures), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of the claims
against the Company (or any such other obligor).

ARTICLE 10

THE DEBENTUREHOLDERS

          Section 10.01. Action By
Debentureholders. Whenever in this Indenture it is provided that the
holders of a specified percentage in aggregate principal amount of the
Debentures may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action, the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by Debentureholders in
person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Debentures voting in favor thereof at any meeting of Debentureholders
duly called and held in accordance with the provisions of Article 11, or (c) by
a combination of such instrument or instruments and any such record of such a
meeting of Debentureholders. Whenever the Company or the Trustee solicits the
taking of any action by the holders of the Debentures, the Company or the
Trustee may fix in advance of such solicitation, a date as the record date for
determining holders entitled to take such action. The record date shall be not
more than fifteen (15) days prior to the date of commencement of solicitation of
such action.

          Section 10.02. Proof of
Execution by Debentureholders. Subject to the provisions of Sections
9.01, 9.02 and 11.05, proof of the execution of any instrument by a
Debentureholder or its agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of
Debentures shall be proved by the registry of such Debentures or by a
certificate of the Debenture Registrar.

          The record of any Debentureholders’ meeting shall be proved in the manner
provided in Section 11.06.

          Section 10.03. Who Are
Deemed Absolute Owners. The Company, the Trustee, any paying agent, any
conversion agent and any Debenture Registrar may deem the Person in whose name
such Debenture shall be registered upon the Debenture Register to be, and may
treat it as, the absolute owner of such Debenture (whether or not such Debenture
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by any Person other than the Company or any Debenture Registrar)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and interest on such Debenture, 

63

for conversion of such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any conversion agent nor any
Debenture Registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Debenture.

          Section 10.04.
Company-owned Debentures Disregarded. In determining whether the holders
of the requisite aggregate principal amount of Debentures have concurred in any
direction, consent, waiver or other action under this Indenture, Debentures
which are owned by the Company or any other obligor on the Debentures or any
Affiliate of the Company or any other obligor on the Debentures shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent, waiver or
other action, only Debentures which a Responsible Officer knows are so owned
shall be so disregarded. Debentures so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this Section 10.04 if
the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Debentures and that the pledgee is not the Company, any other
obligor on the Debentures or any Affiliate of the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all Debentures, if any, known by
the Company to be owned or held by or for the account of any of the above
described Persons, and, subject to Section 9.01, the Trustee shall be entitled
to accept such Officers’ Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Debentures not listed therein are outstanding
for the purpose of any such determination.

          Section 10.05. Revocation Of Consents, Future
Holders Bound. At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 10.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Debentures
specified in this Indenture in connection with such action, any holder of a
Debenture which is shown by the evidence to be included in the Debentures the
holders of which have consented to such action may, by filing written notice
with the Trustee at its Corporate Trust Office and upon proof of holding as
provided in Section 10.02, revoke such action so far as concerns such Debenture.
Except as aforesaid, any such action taken by the holder of any Debenture shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Debenture and of any Debentures issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Debenture or any Debenture issued in exchange or substitution
therefor.

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ARTICLE 11

MEETINGS OF DEBENTUREHOLDERS

          Section 11.01. Purpose
Of Meetings. A meeting of Debentureholders may be called at any time and
from time to time pursuant to the provisions of this Article 11 for any of the
following purposes:

          (1) to give any notice to the Company or to the Trustee or to give any
    directions to the Trustee permitted under this Indenture, or to consent to
    the waiving of any default or Event of Default hereunder and its
    consequences, or to take any other action authorized to be taken by Debentureholders pursuant to any of the provisions of Article 8;

              (2) to remove the Trustee and nominate a successor trustee pursuant to
    the provisions of Article 9;

              (3) to consent to the execution of an indenture or indentures
    supplemental hereto pursuant to the provisions of Section 12.02; or

              (4) to take any other action authorized to be taken by or on behalf of
    the holders of any specified aggregate principal amount of the Debentures
    under any other provision of this Indenture or under applicable law.

  

          Section 11.02. Call Of
Meetings By Trustee. The Trustee may at any time call a meeting of
Debentureholders to take any action specified in Section 11.01, to be held at
such time and at such place as the Trustee shall determine. Notice of every
meeting of the Debentureholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 10.01, shall be mailed
to holders of Debentures at their addresses as they shall appear on the
Debenture Register. Such notice shall also be mailed to the Company. Such
notices shall be mailed not less than twenty (20) nor more than ninety (90) days
prior to the date fixed for the meeting.

          Any meeting of Debentureholders shall be valid without notice if the holders
of all Debentures then outstanding are present in person or by proxy or if
notice is waived before or after the meeting by the holders of all Debentures
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

          Section 11.03. Call Of
Meetings By Company Or Debentureholders. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the holders of
at least ten percent (10%) in aggregate principal amount of the Debentures then
outstanding, shall have requested the Trustee to call a meeting of
Debentureholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the 

65

notice of such meeting within twenty (20) days after receipt of such request,
then the Company or such Debentureholders may determine the time and the place
for such meeting and may call such meeting to take any action authorized in
Section 11.01, by mailing notice thereof as provided in Section 11.02.

          Section 11.04. Qualifications For Voting. 
To be entitled to vote at any meeting of Debentureholders a person shall (a) be
a holder of one or more Debentures on the record date pertaining to such meeting
or (b) be a person appointed by an instrument in writing as proxy by a holder of
one or more Debentures on the record date pertaining to such meeting. The only
persons who shall be entitled to be present or to speak at any meeting of
Debentureholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

          Section 11.05.
Regulations. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Debentureholders, in regard to proof of the holding of Debentures and
of the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

          The Trustee shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Company or by
Debentureholders as provided in Section 11.03, in which case the Company or the
Debentureholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Debentures represented at the meeting and entitled to vote at the
meeting.

          Subject to the provisions of Section 10.04, at any meeting each
Debentureholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Debentures held or represented by him; provided that
no vote shall be cast or counted at any meeting in respect of any Debenture
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Debentureholders. Any
meeting of Debentureholders duly called pursuant to the provisions of Section
11.02 or 11.03 may be adjourned from time to time by the holders of a majority
of the aggregate principal amount of Debentures represented at the meeting,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

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          Section 11.06. Voting.
The vote upon any resolution submitted to any meeting of Debentureholders
shall be by written ballot on which shall be subscribed the signatures of the
holders of Debentures or of their representatives by proxy and the outstanding
principal amount of the Debentures held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Debentureholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 11.02. The record shall show the principal amount of the
Debentures voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

          Section 11.07. No Delay Of Rights By Meeting.
Nothing contained in this Article 11 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Debentureholders or
any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Debentureholders under any of the provisions
of this Indenture or of the Debentures.

ARTICLE 12

SUPPLEMENTAL INDENTURES

          Section 12.01.
Supplemental Indentures Without Consent of Debentureholders. The
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (a) make provision with respect to the conversion rights of the holders of
Debentures pursuant to the requirements of Section 16.06 and the redemption
obligations of the Company pursuant to the requirements of Section 3.05(e);

          (b) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Debentures, any property or assets;

67

          (c) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 13;

          (d) to add to the covenants of the Company such further covenants,
restrictions or conditions as the Board of Directors and the Trustee shall
consider to be for the benefit of the holders of Debentures, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided that in respect
of any such additional covenant, restriction or condition, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default;

          (e) to provide for the issuance under this Indenture of Debentures in coupon
form (including Debentures registrable as to principal only) and to provide for
exchangeability of such Debentures with the Debentures issued hereunder in fully
registered form and to make all appropriate changes for such purpose;

          (f) to cure any ambiguity or to correct or supplement any provision contained
herein or in any supplemental indenture that may be defective or inconsistent
with any other provision contained herein or in any supplemental indenture, or
to make such other provisions in regard to matters or questions arising under
this Indenture that shall not materially adversely affect the interests of the
holders of the Debentures;

          (g) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Debentures; or

          (h) to modify, eliminate or add to the provisions of this Indenture to such
extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted.

          Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise.

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          Any supplemental indenture authorized by the provisions of this Section 12.01
may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the provisions of Section 12.02.

          Notwithstanding any other provision of the Indenture or the Debentures, the
Registration Rights Agreement and the obligation to pay Liquidated Damages
thereunder may be amended, modified or waived in accordance with the provisions
of the Registration Rights Agreement.

          Section 12.02.
Supplemental Indenture With Consent Of Debentureholders. With the
consent (evidenced as provided in Article 10) of the holders of at least a
majority in aggregate principal amount of the Debentures at the time
outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Debenture, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption or repurchase thereof, or impair the right of any
Debentureholder to institute suit for the payment thereof, or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
other than that provided in the Debentures, or change the obligation of the
Company to redeem any Debenture on a redemption date in a manner adverse to the
holders of Debentures, or change the obligation of the Company to redeem any
Debenture upon the happening of a Fundamental Change in a manner adverse to the
holders of Debentures, or change the obligation of the Company to repurchase any
Debenture on a Repurchase Date in a manner adverse to the holders of Debentures,
or impair the right to convert the Debentures into Common Stock subject to the
terms set forth herein, including Section 16.06, in each case, without the
consent of the holder of each Debenture so affected, or modify any of the
provisions of this Section 12.02 or Section 8.07, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the holder of each Debenture so
affected, or change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 6.01, or reduce
the quorum or voting requirements set forth in Article 11 or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of all
Debentures then outstanding.

          Upon the written
request of the Company, accompanied by a copy of the resolutions of the Board of
Directors certified by its Secretary or Assistant Secretary authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Debentureholders as 

69

aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

          It shall not be necessary for the consent of the Debentureholders under this
Section 12.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

          Section 12.03. Effect Of
Supplemental Indenture. Any supplemental indenture executed pursuant to
the provisions of this Article 12 shall comply with the Trust Indenture Act, as
then in effect, provided that this Section 12.03 shall not require such
supplemental indenture or the Trustee to be qualified under the Trust Indenture
Act prior to the time such qualification is in fact required under the terms of
the Trust Indenture Act or the Indenture has been qualified under the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to such supplemental indenture that any such qualification is required
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act or the Indenture has been qualified under the Trust
Indenture Act. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article 12, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

          Section 12.04. Notation On Debentures. 
Debentures authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article 12 may bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Debentures so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may, at the Company’s expense, be prepared and executed
by the Company, authenticated by the Trustee (or an authenticating agent duly
appointed by the Trustee pursuant to Section 17.10) and delivered in exchange
for the Debentures then outstanding, upon surrender of such Debentures then
outstanding.

          Section 12.05. Evidence Of Compliance Of
Supplemental Indenture To Be Furnished To Trustee. Prior to entering
into any supplemental indenture, the Trustee shall be provided with an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto 

70

complies with the requirements of this Article 12 and is otherwise authorized
or permitted by this Indenture.

ARTICLE 13

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

          Section 13.01. Company May Consolidate On Certain
Terms. Subject to the provisions of Section 13.02, the Company shall not
consolidate or merge with or into any other Person or Persons (whether or not
affiliated with the Company), nor shall the Company or its successor or
successors be a party or parties to successive consolidations or mergers, nor
shall the Company sell, convey, transfer or lease the property and assets of the
Company substantially as an entirety, to any other Person (whether or not
affiliated with the Company), unless: (i) the Company is the surviving Person,
or the resulting, surviving or transferee Person is a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) upon any such consolidation, merger, sale,
conveyance, transfer or lease, the due and punctual payment of the principal of
and premium, if any, and interest on all of the Debentures, according to their
tenor and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Person (if other than the
Company) formed by such consolidation, or into which the Company shall have been
merged, or by the Person that shall have acquired or leased such property, and
such supplemental indenture shall provide for the applicable conversion rights
set forth in Section 16.06; and (iii) immediately after giving effect to the
transaction described above, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
happened and be continuing.

          Section 13.02. Successor
To Be Substituted. In case of any such consolidation, merger, sale,
conveyance, transfer or lease and upon the assumption by the successor Person,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the Debentures and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the party of this first part. Such successor Person thereupon may
cause to be signed, and may issue either in its own name or in the name of
Wilson Greatbatch Technologies, Inc. any or all of the Debentures, issuable
hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause
to  

71

be authenticated and delivered, any Debentures that previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debentures that such successor Person thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Debentures so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debentures theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale, conveyance, transfer or lease, the Person named as
the "Company" in the first paragraph of this Indenture or any successor
that shall thereafter have become such in the manner prescribed in this Article
13 may be dissolved, wound up and liquidated at any time thereafter and such
Person shall be released from its liabilities as obligor and maker of the
Debentures and from its obligations under this Indenture.

          In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made
in the Debentures thereafter to be issued as may be appropriate.

          Section 13.03. Opinion Of Counsel To Be Given
Trustee. The Trustee shall receive an Officers’ Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or lease and any such assumption complies with the
provisions of this Article 13.

ARTICLE 14

SATISFACTION AND DISCHARGE OF INDENTURE

          Section 14.01. Discharge
Of Indenture. When the Company shall deliver to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that have been destroyed, lost or stolen and in lieu of or in substitution for
which other Debentures shall have been authenticated and delivered) and not
theretofore canceled, or all the Debentures not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all
of the Debentures (other than any Debentures that shall have been mutilated,
destroyed, lost or stolen and in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and premium,
if any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, accompanied by a verification report, as to the
sufficiency of the deposited amount, from an independent certified accountant or
other financial professional satisfactory to the Trustee, and if the Company
shall 

72

also pay or cause to be paid all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except as to remaining
rights of registration of transfer, substitution and exchange and conversion of
Debentures, rights hereunder of Debentureholders to receive payments of
principal of and premium, if any, and interest on, the Debentures and the other
rights, duties and obligations of Debentureholders, as beneficiaries hereof with
respect to the amounts, if any, so deposited with the Trustee and the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on
written demand of the Company accompanied by an Officers’ Certificate and an
Opinion of Counsel as required by Section 17.04 and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Debentures.

          Section 14.02. Deposited
Monies To Be Held In Trust By Trustee. Subject to Section 14.04, all
monies deposited with the Trustee pursuant to Section 14.01, shall be held in
trust for the sole benefit of the Debentureholders, and such monies shall be
applied by the Trustee to the payment, either directly or through any paying
agent (including the Company if acting as its own paying agent), to the holders
of the particular Debentures for the payment or redemption of which such monies
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest and premium, if any.

          Section 14.03. Paying
Agent To Repay Monies Held. Upon the satisfaction and discharge of this
Indenture, all monies then held by any paying agent of the Debentures (other
than the Trustee) shall, upon written request of the Company, be repaid to it or
paid to the Trustee, and thereupon such paying agent shall be released from all
further liability with respect to such monies.

          Section 14.04. Return Of
Unclaimed Monies. Subject to the requirements of applicable law, any
monies deposited with or paid to the Trustee for payment of the principal of,
premium, if any, or interest on Debentures and not applied but remaining
unclaimed by the holders of Debentures for two years after the date upon which
the principal of, premium, if any, or interest on such Debentures, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand and all liability of the Trustee shall thereupon cease with
respect to such monies; and the holder of any of the Debentures shall thereafter
look only to the Company for any payment that such holder may be entitled to
collect unless an applicable abandoned property law designates another Person.

          Section 14.05. Reinstatement. If the
Trustee or the paying agent is unable to apply any money in accordance with
Section 14.02 by reason of any order or judgment of any court or governmental
authority enjoining, restraining or  

73

otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Debentures shall be revived
and reinstated as though no deposit had occurred pursuant to Section 14.01 until
such time as the Trustee or the paying agent is permitted to apply all such
money in accordance with Section 14.02; provided that if the Company
makes any payment of interest on or principal of any Debenture following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the holders of such Debentures to receive such payment from the money held by
the Trustee or paying agent.

ARTICLE 15

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

          Section 15.01. Indenture And Debentures Solely
Corporate Obligations. No recourse for the payment of the principal of
or premium, if any, or interest on any Debenture, or for any claim based thereon
or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, director or subsidiary, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Debentures.

ARTICLE 16

CONVERSION OF DEBENTURES

          Section 16.01. Right To
Convert. Subject to and upon compliance with
the provisions of this Indenture, prior to June 15, 2013, the holder of any
Debenture shall have the right, at such holder’s option, to convert the
principal amount of the Debenture, or any portion of such principal amount which
is a multiple of $1,000, into fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) at the Conversion Rate in
effect at such time, by surrender of the Debenture so to be converted in whole
or in part, together with any required funds, under the circumstances described
in this Section 16.01 and in the manner provided in Section 16.02. The
Debentures shall be convertible only upon the occurrence of one of the following
events:

          (i) 
    during any Fiscal Quarter commencing after July 4, 2003, if the Closing Sale
    Price exceeds 120% of the Conversion Price in effect for at least 20 Trading
    Days in the 30 consecutive Trading Day period ending on the last Trading Day
    of the immediately preceding Fiscal 


    74


     Quarter (it being understood for purposes of this
    Section 16.01(a)(i) that the Conversion Price in effect at the close of
    business on each of the 30 consecutive Trading Days should be used);

              (ii) during the five Business Day period after any
    five consecutive Trading Day period in which the Trading Price per $1,000
    principal amount of the Debentures for each day of such five Trading Day
    period was less than 98% of the product of the Closing Sale Price and the
    number of shares of Common Stock issuable upon conversion of $1,000
    principal amount of the Debentures; provided that if on the date of
    any conversion pursuant to this clause (ii) after June 15, 2010, the Closing
    Sale Price of the Common Stock is greater than the Conversion Price, a
    holder shall receive, in lieu of Common Stock based on the Conversion Price,
    cash or Common Stock or a combination of cash and Common Stock, at the
    Company’s option, with a value equal to the principal amount of the holder’s
    Debentures plus accrued interest as of the conversion date (a "Principal
    Value Conversion");

              (iii) if such Debenture has been called for redemption, at any time on or
    after the date the notice of redemption has been given until the close of
    business on the Business Day immediately preceding the redemption date; or

              (iv) as provided in Section (b) of this Section 16.01.

  

          The Trustee (or other conversion agent appointed by the Company) shall, on
behalf of the Company, determine on a daily basis during the time period
specified in Section 16.01(a)(i) whether the Debentures shall be convertible as
a result of the occurrence of an event specified in clause (i) above and, if the
Debentures shall be so convertible, the Trustee (or other conversion agent
appointed by the Company) shall promptly deliver to the Company and the Trustee
(if the Trustee is not the conversion agent) written notice thereof. Whenever
the Debentures shall become convertible pursuant to this Section 16.01, the
Company or, at the Company’s request, the Trustee in the name and at the expense
of the Company, shall notify the holders of the event triggering such
convertibility in the manner provided in Section 17.03, and the Company shall
also publicly announce such information and publish it on the Company’s web
site. Any notice so given shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice.

          The Trustee (or other conversion agent appointed by the Company) shall have
no obligation to determine the Trading Price under this Section 16.01 unless the
Company has requested such a determination; and the Company shall have no
obligation to make such request unless a holder provides it with reasonable
evidence that the Trading Price per $1,000 principal amount of Debentures would
be less than 98% of the product of the Closing Sale Price and the number of
shares of Common Stock issuable upon conversion of $1,000 principal amount of



75

Debentures. If such evidence is provided, the Company shall instruct the Trustee
(or other conversion agent) to determine the Trading Price of the Debentures
beginning on the next Trading Day and on each successive Trading Day until the
Trading Price per $1,000 principal amount of Debentures is greater than or equal
to 98% of the product of the Closing Sale Price and the number of shares issuable upon conversion of $1,000 principal amount of the Debentures; 
provided that the Trustee shall be under no duty or obligation to make the
calculations described in Section 16.01(a)(ii) hereof or to determine whether
the Debentures are convertible pursuant to such section. For the avoidance of
doubt, the Company shall make the calculations described in Section
16.01(a)(ii), using the Trading Price provided by the Trustee.

          The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of the Company in connection with the
Trustee’s duties and obligations pursuant to Section 16.01(a)(i) and Section
16.01(a)(ii) hereof (including without limitation the calculation or
determination of the Conversion Price, the Closing Sales Price and the Trading
Price), and the Company agrees, if requested by the Trustee, to cooperate with,
and provide assistance to, the Trustee in carrying out its duties under this
Section 16.01; provided, however, that nothing herein shall be construed
to relieve the Trustee of its duties pursuant to Section 16.01(a)(i) and Section
16.01(a)(ii) hereof.

          (b) In addition, if:

          (i) (A) the Company distributes to all holders of its Common Stock rights or
    warrants entitling them (for a period expiring within 45 days of the record
    date for the determination of the stockholders entitled to receive such
    distribution) to subscribe for or purchase shares of Common Stock, at a
    price per share less than the average of the Closing Sale Price for the ten
    Trading Days immediately preceding, but not including, the date such
    distribution is first publicly announced by the Company, or (B) the Company
    distributes to all holders of its Common Stock, cash or other assets, debt
    securities or rights to purchase its securities, where the Fair Market Value
    of such distribution per share of Common Stock exceeds 5% of the Closing
    Sale Price on the Trading Day immediately preceding the date such
    distribution is first publicly announced by the Company, then, in either
    case, the Debentures may be surrendered for conversion at any time on and
    after the date that the Company gives notice to the holders of such
    distribution, which shall be not less than 20 days prior to the Ex-Dividend
    Time for such distribution, until the earlier of the close of business on
    the Business Day immediately preceding, but not including, the Ex-Dividend
    Time or the date the Company publicly announces that such distribution will
    not take place; provided that no adjustment to the Conversion Price
    or the ability of a holder of a Debenture to convert will be made if the
    holder will otherwise participate in such distribution without conversion;
    or


    76

              (ii) the Company consolidates with or merges with or into another Person
    or is a party to a binding share exchange or conveys, transfers, sells,
    leases or otherwise disposes of all or substantially all of its properties
    and assets in each case pursuant to which the Company’s Common Stock is
    converted into cash, securities or other property, then the Debentures may
    be surrendered for conversion at any time from and after the date fifteen
    (15) days prior to the anticipated effective date of the transaction and
    ending on and including the date fifteen (15) days after the consummation of
    the transaction. The Board of Directors shall determine the anticipated
    effective date of the transaction, and such determination shall be
    conclusive and binding on the holders and shall be publicly announced by the
    Company and posted on its web site not later than two Business Day prior to
    such 15th day.

  

          "Ex-Dividend Time" means, with respect to any distribution on shares
of Common Stock, the first date on which the shares of Common Stock trade
regular way on the principal securities market on which the shares of Common
Stock are then traded without the right to receive such distribution.

          (c) A Debenture in respect of which a holder is electing to exercise its
option to require redemption upon a Fundamental Change pursuant to Section 3.05
or repurchase pursuant to Section 3.06 may be converted only if such holder
withdraws its election in accordance with Section 3.05(b) or Section 3.08,
respectively. A holder of Debentures is not entitled to any rights of a holder
of Common Stock until such holder has converted his Debentures to Common Stock,
and only to the extent such Debentures are deemed to have been converted to
Common Stock under this Article 16.

          Section 16.02. Exercise
Of Conversion Privilege; Issuance Of Common Stock On Conversion;
No Adjustment For Interest Or Dividends. In order to exercise the
conversion privilege with respect to any Debenture in certificated form, the
Company must receive at the office or agency of the Company maintained for that
purpose or, at the option of such holder, the Corporate Trust Office, such
Debenture with the original or facsimile of the form entitled "Conversion
Notice" on the reverse thereof, duly completed and manually signed, together
with such Debentures duly endorsed for transfer, accompanied by the funds, if
any, required by the penultimate paragraph of this Section 16.02. Such notice
shall also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued, and shall be accompanied by transfer or
similar taxes, if required pursuant to Section 16.07. 

          In order to exercise
the conversion privilege with respect to any interest in a Global Debenture, the
beneficial holder must complete, or cause to be completed, the appropriate
instruction form for conversion pursuant to the Depositary’s book-entry
conversion program, deliver, or cause to be delivered, by book-entry delivery an
interest in such Global Debenture, furnish appropriate 

77

endorsements and transfer documents if required by the Company or the Trustee
or conversion agent, and pay the funds, if any, required by this Section 16.02
and any transfer taxes if required pursuant to Section 16.07.

          In the case of a Principal Value Conversion, a holder will receive either
cash, Common Stock or a combination of cash and Common Stock, at the Company’s
option, with a value equal to the principal amount of the Debenture converted
plus accrued interest, as of the conversion date. If a holder surrenders its
Debentures for conversion and it is a Principal Value Conversion, the Company
will notify the holder by the second Trading Day following the conversion date
whether it will pay all or a portion of the principal amount plus accrued and
unpaid interest in cash, Common Stock or a combination of cash and Common Stock,
and in what percentage. Any Common Stock delivered upon a Principal Value
Conversion will be valued at the greater of (x) the Conversion Price on the
conversion date and (y) the Closing Sale Price on the third Trading Day after
the conversion date. The Company will pay any portion of the principal amount
plus accrued and unpaid interest to be paid in cash on the third Trading Day
after the conversion date. If the Company elects to deliver Common Stock to pay
any portion of such principal amount plus accrued and unpaid interest, it will
deliver Common Stock on the fourth Trading Day following the conversion date.

          As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Debentureholder (as if such transfer were a transfer of the
Debenture or Debentures (or portion thereof) so converted), the Company shall
issue and shall deliver to such Debentureholder at the office or agency
maintained by the Company for such purpose pursuant to Section 6.02, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Debenture or portion thereof as determined
by the Company in accordance with the provisions of this Article 16 and a check
or cash in respect of any fractional interest in respect of a share of Common
Stock arising upon such conversion, calculated by the Company as provided in
Section 16.03. In case any Debenture of a denomination greater than $1,000 shall
be surrendered for partial conversion, and subject to Section 2.03, the Company
shall execute and the Trustee shall authenticate and deliver to the holder of
the Debenture so surrendered, without charge to him, a new Debenture or
Debentures in authorized denominations in an aggregate principal amount equal to
the unconverted portion of the surrendered Debenture.

          Each conversion shall be deemed to have been effected as to any such
Debenture (or portion thereof) on the date on which the requirements set forth
above in this Section 16.02 have been satisfied as to such Debenture (or portion
thereof), and the Person in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the holder of record of the shares represented thereby;
provided that any such surrender on any date when the stock transfer books
of the 

78

Company shall be closed shall constitute the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Rate in effect on the date upon which such
Debenture shall be surrendered.

          Any Debenture or portion thereof surrendered for conversion during the period
from the close of business on the record date for any interest payment date to
the close of business on the Business Day preceding the following interest
payment date that has not been called for redemption during such period shall be
accompanied by payment, in immediately available funds or other funds acceptable
to the Company, of an amount equal to the interest otherwise payable on such
interest payment date on the principal amount being converted; provided
that no such payment need be made (1) if the Company has specified a redemption
date that is after a record date and prior to the next interest payment date,
(2) if the Company has specified a redemption date following a fundamental
change that is during such period or (3) to the extent of any overdue interest,
if any overdue interest exists at the time of conversion with respect to such
debenture. Except as provided above in this Section 16.02, no payment or other
adjustment shall be made for interest accrued on any Debenture converted or for
dividends on any shares issued upon the conversion of such Debenture as provided
in this Article 16.

          Upon the conversion of an interest in a Global Debenture, the Trustee (or
other conversion agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other conversion agent appointed by the Company),
shall make a notation on such Global Debenture as to the reduction in the
principal amount represented thereby. The Company shall notify the Trustee in
writing of any conversions of Debentures effected through any conversion agent
other than the Trustee.

          Upon the conversion of
a Debenture, that portion of the accrued but unpaid interest, including accrued
contingent interest, if any, and accrued Tax Original Issue Discount
attributable to the period from the issue date of the Debenture to the
conversion date, with respect to the converted Debenture shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
holder thereof through delivery of the Common Stock (together with the cash
payment, if any in lieu of fractional shares) in exchange for the Debenture
being converted pursuant to the provisions hereof; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for and in satisfaction of our obligation to pay the principal amount
of the converted Debenture, the accrued but unpaid interest, including
contingent interest, if any, and accrued Tax Original Issue Discount through the
conversion date from the issue date, and the balance, if any, of such fair
market value of such Common Stock (and any such cash payment) shall be treated
as issued in 

79

exchange for and in satisfaction of the right to convert the Debenture being
converted pursuant to the provisions hereof.

          Section 16.03. Cash
Payments in Lieu of Fractional Shares. No fractional shares of Common
Stock or scrip certificates representing fractional shares shall be issued upon
conversion of Debentures. If more than one Debenture shall be surrendered for
conversion at one time by the same holder, the number of full shares that shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Debentures (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of stock would be
issuable upon the conversion of any Debenture or Debentures, the Company shall
make an adjustment and payment therefor in cash at the current market price
thereof to the holder of Debentures. The current market price of a share of
Common Stock shall be the Closing Sale Price on the last Trading Day immediately
preceding the day on which the Debentures (or specified portions thereof) are
deemed to have been converted.

          Section 16.04.
Conversion Rate. Each $1,000 principal amount of the Debentures shall be
convertible into the number of shares of Common Stock specified in the form of
Debenture (herein called the "Conversion Rate") attached as Exhibit A
hereto, subject to adjustment as provided in this Article 16.

          Section 16.05.
Adjustment Of Conversion Rate. The Conversion Rate shall be adjusted
from time to time by the Company as follows:

          (a) In case the Company shall hereafter pay a dividend
or make a distribution to all holders of the outstanding Common Stock in shares
of Common Stock, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect at the
opening of business on the date following the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution by a
fraction, 

          (i) the numerator of which shall be the sum of the number of shares of
    Common Stock outstanding at the close of business on the date fixed for the
    determination of stockholders entitled to receive such dividend or other
    distribution plus the total number of shares of Common Stock constituting
    such dividend or other distribution; and 

              (ii) the denominator of which shall be the number of shares of Common
    Stock outstanding at the close of business on the date fixed for such
    determination,

  

such increase to become effective immediately after the opening of business
on the day following the date fixed for such determination. For the purpose of
this paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not pay any dividend or make any distribution on shares of Common Stock held 


80


in the treasury of the Company. If any dividend or distribution of the type
described in this Section 16.05(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.

          (b) In case the Company shall issue rights or warrants
to all holders of its outstanding shares of Common Stock entitling them (for a
period expiring within forty-five (45) days after the date fixed for
determination of stockholders entitled to receive such rights or warrants) to
subscribe for or purchase shares of Common Stock at a price per share less than
the Current Market Price on the date fixed for determination of stockholders
entitled to receive such rights or warrants, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the date fixed for determination
of stockholders entitled to receive such rights or warrants by a fraction,

          (i) the numerator of which shall be the number of shares of Common Stock
    outstanding on the date fixed for determination of stockholders entitled to
    receive such rights or warrants plus the total number of additional shares
    of Common Stock offered for subscription or purchase, and

              (ii) the denominator of which shall be the sum of the number of shares of
    Common Stock outstanding at the close of business on the date fixed for
    determination of stockholders entitled to receive such rights or warrants
    plus the number of shares that the aggregate offering price of the total
    number of shares so offered would purchase at such Current Market Price.

  

          Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such date fixed for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase shares of
Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received by the Company for such rights or
warrants and any amount payable on exercise or conversion thereof, the value of
such consideration, if other than cash, to be determined by the Board of
Directors.


81

          (c) In case outstanding shares of Common Stock shall
be subdivided into a greater number of shares of Common Stock, the Conversion
Rate in effect at the opening of business on the day following the day upon
which such subdivision becomes effective shall be proportionately increased, and
conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately reduced, such increase or reduction,
as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision or combination
becomes effective.

          (d) In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock shares of any class of
capital stock of the Company or evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
Section 16.05(b), and excluding any dividend or distribution (x) paid
exclusively in cash or (y) referred to in Section 16.05(a) (any of the foregoing
hereinafter in this Section 16.05(d)) called the "Securities")), then, in
each such case (unless the Company elects to reserve such Securities for
distribution to the Debentureholders upon the conversion of the Debentures so
that any such holder converting Debentures will receive upon such conversion, in
addition to the shares of Common Stock to which such holder is entitled, the
amount and kind of such Securities which such holder would have received if such
holder had converted its Debentures into Common Stock immediately prior to the
Record Date) the Conversion Rate shall be increased so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect on the
Record Date with respect to such distribution by a fraction,

          (i) the numerator of which shall be the Current Market Price on such
    Record Date; and 

              (ii) the denominator of which shall be the Current Market Price on such
    Record Date less the fair market value (as determined by the Board of
    Directors, whose determination shall be conclusive, and described in a
    resolution of the Board of Directors) on the Record Date of the portion of
    the Securities so distributed applicable to one share of Common Stock,

  

such adjustment to become effective immediately prior to the opening of
business on the day following such Record Date; provided that if the then
fair market value (as so determined) of the portion of the Securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive upon conversion the amount of Securities such holder
would have received had such holder converted each Debenture on the Record Date.
If such dividend or distribution is not so paid or made, the Conversion Rate
shall again be adjusted to 


82


be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. If the Board of Directors determines the
fair market value of any distribution for purposes of this Section 16.05(d) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Current Market Price on the applicable Record Date.

          Rights or warrants distributed by the Company to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of the
Company’s capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events ("Trigger
Event"): (i) are deemed to be transferred with such shares of Common Stock;
(ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 16.05 (and no adjustment to the Conversion Rate under
this Section 16.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 16.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 16.05 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

          No adjustment of the
Conversion Rate shall be made pursuant to this Section 16.05(d) in respect of
rights or warrants distributed or deemed distributed on any Trigger Event to the
extent that such rights or warrants are actually

83

 distributed, or reserved by the Company for distribution to holders of
Debentures upon conversion by such holders of Debentures to Common Stock.

          For purposes of this Section 16.05(d) and Section 16.05(a) and (b), any
dividend or distribution to which this Section 16.05(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 16.05(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by Sections
16.05(a) and 16.05(b) with respect to such dividend or distribution shall then
be made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Section 16.05(a)
and 16.05(b) and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 16.05(a).

          (e) In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock cash (excluding (x) any
quarterly cash dividend on the Common Stock to the extent the aggregate cash
dividend per share of Common Stock in any Fiscal Quarter does not exceed the
greater of (A) the amount per share of Common Stock of the next preceding
quarterly cash dividend on the Common Stock to the extent that such preceding
quarterly dividend did not require any adjustment of the Conversion Rate
pursuant to this Section 16.05(e) (as adjusted to reflect subdivisions, or
combinations of the Common Stock), and (B) 1.25% of the arithmetic average of
the Closing Sale Price during the ten Trading Days immediately prior to the date
of declaration of such dividend, and (y) any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary), then, in such case, the Conversion Rate shall
be increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such
record date by a fraction,

          (i) the numerator of which shall be the Current Market Price on such
    record date; and 

              (ii) the denominator of which shall be the Current Market Price on such
    record date less the amount of cash so distributed (and not excluded as
    provided above) applicable to one share of Common Stock,

  

84


such adjustment to be effective immediately prior to the opening of business
on the day following the record date; provided that if the portion of the
cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price on the record date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each
Debentureholder shall have the right to receive upon conversion the amount of
cash such holder would have received had such holder converted each Debenture on
the record date. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If any
adjustment is required to be made as set forth in this Section 16.05(e) as a
result of a distribution that is a quarterly dividend, such adjustment shall be
based upon the amount by which such distribution exceeds the amount of the
quarterly cash dividend permitted to be excluded pursuant hereto. If an
adjustment is required to be made as set forth in this Section 16.05(e) above as
a result of a distribution that is not a quarterly dividend, such adjustment
shall be based upon the full amount of the distribution.

          (f) In case a tender or exchange offer made by the
Company or any Subsidiary for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders of consideration per share of
Common Stock having a Fair Market Value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) that as of the last time (the "Expiration Time")
tenders or exchanges may be made pursuant to such tender or exchange offer (as
it may be amended) exceeds the Closing Sale Price of a share of Common Stock on
the Trading Day next succeeding the Expiration Time, the Conversion Rate shall
be increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Expiration Time by a
fraction,

          (i) the numerator of which shall be the sum of (x) the Fair Market Value
    (determined as aforesaid) of the aggregate consideration payable to
    stockholders based on the acceptance (up to any maximum specified in the
    terms of the tender or exchange offer) of all shares validly tendered or
    exchanged and not withdrawn as of the Expiration Time (the shares deemed so
    accepted up to any such maximum, being referred to as the "Purchased
    Shares") and (y) the product of the number of shares of Common Stock
    outstanding (less any Purchased Shares) at the Expiration Time and the
    Closing Sale Price of a share of Common Stock on the Trading Day next
    succeeding the Expiration Time, and 

              (ii) the denominator of which shall be the number of shares of Common
    Stock outstanding (including any tendered or exchanged shares) at the
    Expiration Time multiplied by the Closing Sale Price of a share of Common
    Stock on the Trading Day next succeeding the Expiration Time

    85

  

such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time. If the Company is obligated
to purchase shares pursuant to any such tender or exchange offer, but the
Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made.

          (g) In case of a tender or exchange offer made by a
Person other than the Company or any Subsidiary for an amount that increases the
offeror’s ownership of Common Stock to more than twenty-five percent (25%) of
the Common Stock outstanding and shall involve the payment by such Person of
consideration per share of Common Stock having a Fair Market Value (as
determined by the Board of Directors, whose determination shall be conclusive,
and described in a resolution of the Board of Directors) that as of the last
time (the "Offer Expiration Time") tenders or exchanges may be made
pursuant to such tender or exchange offer (as it shall have been amended)
exceeds the Closing Price of a share of Common Stock on the Trading Day next
succeeding the Offer Expiration Time, and in which, as of the Offer Expiration
Time the Board of Directors is not recommending rejection of the offer, the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
Offer Expiration Time by a fraction

          (i) the numerator of which shall be the sum of (x) the Fair Market Value
    (determined as aforesaid) of the aggregate consideration payable to
    stockholders based on the acceptance (up to any maximum specified in the
    terms of the tender or exchange offer) of all shares validly tendered or
    exchanged and not withdrawn as of the Offer Expiration Time (the shares
    deemed so accepted, up to any such maximum, being referred to as the "Accepted
    Purchased Shares") and (y) the product of the number of shares of Common
    Stock outstanding (less any Accepted Purchased Shares) at the Offer
    Expiration Time and the Closing Sale Price of a share of Common Stock on the
    Trading Day next succeeding the Offer Expiration Time, and

              (ii) the denominator of which shall be the number of shares of Common
    Stock outstanding (including any tendered or exchanged shares) at the Offer
    Expiration Time multiplied by the Closing Sale Price of a share of Common
    Stock on the Trading Day next succeeding the Offer Expiration Time,

  

such adjustment to become effective immediately prior to the opening of
business on the day following the Offer Expiration Time. If such Person is
obligated to purchase shares pursuant to any such tender or exchange offer, but
such Person is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall again
be adjusted to be 


86


the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 16.05(g) shall not be made if, as of the Offer Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any transaction described in Article 13.

          (h) For purposes of this Section 16.05, the following
terms shall have the meaning indicated:

          (i) "Current Market Price" shall mean the average of the daily
    Closing Sale Prices per share of Common Stock for the ten consecutive
    Trading Days selected by the Company commencing no more than 30 Trading Days
    before and ending not later than the earlier of such date of determination
    and the day before the "ex" date with respect to the issuance,
    distribution, subdivision or combination requiring such computation
    immediately prior to the date in question. For purpose of this paragraph,
    the term "ex" date, (1) when used with respect to any issuance or
    distribution, means the first date on which the Common Stock trades, regular
    way, on the relevant exchange or in the relevant market from which the
    Closing Sale Price was obtained without the right to receive such issuance
    or distribution, and (2) when used with respect to any subdivision or
    combination of shares of Common Stock, means the first date on which the
    Common Stock trades, regular way, on such exchange or in such market after
    the time at which such subdivision or combination becomes effective.

  

          If another issuance, distribution, subdivision or combination to which
Section 16.05 applies occurs during the period applicable for calculating "Current
Market Price" pursuant to the definition in the preceding paragraph, "Current
Market Price" shall be calculated for such period in a manner determined by
the Board of Directors to reflect the impact of such issuance, distribution,
subdivision or combination on the Closing Sale Price of the Common Stock during
such period.

          (ii) "Fair Market Value" shall mean the amount which a willing
    buyer would pay a willing seller in an arm’s-length transaction.

              (iii) "Record Date" shall mean, with respect to any dividend,
    distribution or other transaction or event in which the holders of Common
    Stock have the right to receive any cash, securities or other property or in
    which the Common Stock (or other applicable security) is exchanged for or
    converted into any combination of cash, securities or other property, the
    date fixed for determination of stockholders entitled to receive such cash,
    securities or other property (whether such date is fixed by the Board of
    Directors or by statute, contract or otherwise).

    87

              (iv) "Trading Day" shall mean (x) if the applicable security is
    quoted on the Nasdaq National Market, a day on which trades may be made
    thereon or (y) if the applicable security is listed or admitted for trading
    on the New York Stock Exchange or another national securities exchange, a
    day on which the New York Stock Exchange or another national securities
    exchange is open for business or (z) if the applicable security is not so
    listed, admitted for trading or quoted, any day other than a Saturday or
    Sunday or a day on which banking institutions in the State of New York are
    authorized or obligated by law or executive order to close.

  

          (i) The Company may make such increases in the Conversion Rate, in addition
to those required by Section 16.05(a), (b), (c), (d), (e), (f) or (g) as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

          To the extent permitted by applicable law, the Company from time to time may
increase the Conversion Rate by any amount for any period of time if the period
is at least twenty (20) days, the increase is irrevocable during the period and
the Board of Directors shall have made a determination that such increase would
be in the best interests of the Company, which determination shall be
conclusive. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to holders of record of the Debentures a notice
of the increase at least fifteen (15) days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period during which it will be in effect.

          (j) No adjustment in the Conversion Rate shall be
required unless such adjustment would require an increase or decrease of at
least one percent (1%) in such rate; provided that any adjustments that
by reason of this Section 16.05(j) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 16 shall be made by the Company and shall be made to the
nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the
case may be. No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for any
issuance of Common Stock or convertible or exchangeable securities or rights to
purchase Common Stock or convertible or exchangeable securities. To the extent
the Debentures become convertible into cash, assets, property or securities
(other than capital stock of the Company), no adjustment need be made thereafter
as to the cash, assets, property or such securities. Interest will not accrue on
any cash into which the Debentures are convertible.

          (k) Whenever the
Conversion Rate is adjusted as herein provided, the Company shall promptly file
with the Trustee and any conversion agent other than the Trustee an Officers’
Certificate setting forth the Conversion Rate after such 

88

adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers’ Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Debenture at his
last address appearing on the Debenture Register provided for in Section 2.05 of
this Indenture, within twenty (20) days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

          (l) In any case in which this Section 16.05 provides
that an adjustment shall become effective immediately after (1) a record date or
Record Date for an event, (2) the date fixed for the determination of
stockholders entitled to receive a dividend or distribution pursuant to Section
16.05(a), (3) a date fixed for the determination of stockholders entitled to
receive rights or warrants pursuant to Section 16.05(b), (4) the Expiration Time
for any tender or exchange offer pursuant to Section 16.05(f), or (5) the Offer
Expiration Time for a tender or exchange offer pursuant to Section 16.05(g)(i)
(each a "Determination Date"), the Company may elect to defer until the
occurrence of the applicable Adjustment Event (as hereinafter defined) (x)
issuing to the holder of any Debenture converted after such Determination Date
and before the occurrence of such Adjustment Event, the additional shares of
Common Stock or other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and (y)
paying to such holder any amount in cash in lieu of any fraction pursuant to
Section 16.03. For purposes of this Section 16.05(l), the term "Adjustment
Event" shall mean:    

    (i) in any case referred to in clause (1) hereof, the occurrence of such
    event,

        (ii) in any case referred to in clause (2) hereof, the date any such
    dividend or distribution is paid or made,

        (iii) in any case referred to in clause (3) hereof, the date of
    expiration of such rights or warrants, and

        (iv) in any case referred to in clause (4) or clause (5) hereof, the date
    a sale or exchange of Common Stock pursuant to such tender or exchange offer
    is consummated and becomes irrevocable.

  

          (m) For purposes of this Section 16.05, the number of shares of Common Stock
at any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip 

89

certificates issued in lieu of fractions of shares of Common Stock. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company.

          Section 16.06. Effect Of
Reclassification, Consolidation, Merger or Sale. If any of the following
events occur, namely (i) any reclassification or change of the outstanding
shares of Common Stock (other than a subdivision or combination to which Section
16.05(c) applies), (ii) any consolidation, merger or combination of the Company
with another Person as a result of which holders of Common Stock shall be
entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, or (iii)
any sale or conveyance of all or substantially all of the properties and assets
of the Company to any other Person as a result of which holders of Common Stock
shall be entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing Person, as the case may be, shall execute
with the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture) providing that each Debenture shall be convertible into the kind and
amount of shares of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon conversion of such Debentures (assuming, for such
purposes, a sufficient number of authorized shares of Common Stock are available
to convert all such Debentures) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided that, if the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this Section 16.06 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 16.

          The Company shall
cause notice of the execution of such supplemental indenture to be mailed to
each holder of Debentures, at its address appearing on the Debenture Register
provided for in Section 2.05 of this Indenture, within 

90

twenty (20) days after execution thereof. Failure to deliver such notice
shall not affect the legality or validity of such supplemental indenture.

          The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.

If this Section 16.06 applies to any event or occurrence, Section 16.05 shall
not apply.

          Section 16.07. Taxes On
Shares Issued. The issue of stock certificates on conversions of
Debentures shall be made without charge to the converting Debentureholder for
any documentary, stamp or similar issue or transfer tax in respect of the issue
thereof. The Company shall not, however, be required to pay any such tax which
may be payable in respect of any transfer involved in the issue and delivery of
stock in any name other than that of the holder of any Debenture converted, and
the Company shall not be required to issue or deliver any such stock certificate
unless and until the Person or Persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

          Section 16.08. Reservation of Shares, Shares to Be
Fully Paid; Compliance With Governmental Requirements; Listing of
Common Stock. The Company shall provide, free from preemptive
rights, out of its authorized but unissued shares or shares held in treasury,
sufficient shares of Common Stock to provide for the conversion of the
Debentures from time to time as such Debentures are presented for conversion.

          Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be reduced
below the then par value, if any, of the shares of Common Stock issuable upon
conversion of the Debentures, the Company will take all corporate action which
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue shares of such Common Stock at such adjusted
Conversion Rate.

          The Company covenants that all shares of Common Stock which may be issued
upon conversion of Debentures will upon issue be fully paid and non-assessable
by the Company and free from all taxes, liens and charges with respect to the
issue thereof.

          The Company covenants
that, if any shares of Common Stock to be provided for the purpose of conversion
of Debentures hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued upon conversion, the Company will in good faith and as
expeditiously as possible, to the extent then permitted by 

91

the rules and interpretations of the Commission (or any successor thereto),
endeavor to secure such registration or approval, as the case may be.

          The Company further covenants that, if at any time the Common Stock shall be
listed on the Nasdaq National Market or any other national securities exchange
or automated quotation system, the Company will, if permitted by the rules of
such exchange or automated quotation system, list and keep listed, so long as
the Common Stock shall be so listed on such exchange or automated quotation
system, all Common Stock issuable upon conversion of the Debenture; provided
that if the rules of such exchange or automated quotation system permit the
Company to defer the listing of such Common Stock until the first conversion of
the Debentures into Common Stock in accordance with the provisions of this
Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Debentures in accordance with the requirements of such
exchange or automated quotation system at such time.

          Section 16.09. Responsibility Of Trustee. 
The Trustee and any other conversion agent shall not at any time be under any
duty or responsibility to any holder of Debentures to determine the Conversion
Rate or whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed, or herein or
in any supplemental indenture provided to be employed, in making the same. The
Trustee and any other conversion agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at any time be issued or delivered upon
the conversion of any Debenture; and the Trustee and any other conversion agent
make no representations with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Debenture for the
purpose of conversion or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article 16. Without limiting the
generality of the foregoing, neither the Trustee nor any conversion agent shall
be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture entered into pursuant to Section 16.06
relating either to the kind or amount of shares of stock or securities or
property (including cash) receivable by Debentureholders upon the conversion of
their Debentures after any event referred to in such Section 16.06 or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Section 9.01, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers’ Certificate
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

          Section 16.10. Notice To Holders Prior To Certain
Actions. In case:

92

          (a)     the Company shall declare a dividend (or any other distribution) on its
Common Stock that would require an adjustment in the Conversion Rate pursuant to
Section 16.05; or

          (b)     the Company shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants; or

          (c)     of any reclassification or reorganization of the Common Stock of the
Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

          (d)    of the voluntary or involuntary dissolution, liquidation or winding up of
the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Debentures at his address appearing on the Debenture Register provided
for in Section 2.05 of this Indenture, as promptly as possible but in any event
at least ten (10) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

          Section 16.11.
Stockholder Rights Plans. If the rights provided for in the Company’s
stockholder rights agreement dated March 18, 2002 or in any future rights plan
adopted by the Company have separated from the shares of Common Stock in
accordance with the provisions of the applicable stockholder rights agreement so
that the holders of the Debentures would not be entitled to receive any rights
in respect of Common Stock issuable upon conversion of the Debentures, the
conversion rate will be adjusted as if the Company distributed to all holders of
Common Stock shares of the Company’s capital stock, evidences of indebtedness or
assets (including securities but excluding rights or warrants to purchase Common
Stock issued to all holders of Common Stock, Common Stock issued as a dividend
or distribution on Common Stock and cash distributions), subject to readjustment
in the event of the expiration, termination or redemption

93

of the rights. In lieu
of any such adjustment, the Company may amend such applicable stockholder rights
agreement to provide that upon conversion of the debentures the holders will
receive, in addition to the Common Stock Issuable upon such conversion, the
rights which would have attached to such Common Stock if the rights had not
become separated from the Common Stock under such applicable stockholder rights
agreement.

Article 17

Miscellaneous Provisions

          Section 17.01. Provisions Binding On Company’s
Successors. All the covenants, stipulations, promises and agreements by
the Company contained in this Indenture shall bind its successors and assigns
whether so expressed or not.

          Section 17.02. Official Acts By Successor
Corporation. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any Person that shall at the
time be the lawful sole successor of the Company.

          Section 17.03. Addresses
For Notices, Etc. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Debentures on the Company shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: to Wilson
Greatbatch Technologies, Inc., 9645 Wehrle Drive, Clarence, New York, 14031,
Telecopier No.: (716) 759-5614, Attention: Treasurer. Any notice, direction,
request or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited, postage prepaid, by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows:
Manufacturers and Traders Trust Company, One M&T Plaza, Buffalo, New York 14203,
Telecopier No.: (716) 842-4474, Attention: Corporate Trust Department.

          The Trustee, by notice to the Company, may designate additional or different
addresses for subsequent notices or communications.

          Any notice or communication mailed to a Debentureholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Debenture Register and shall be sufficiently given to him if so mailed within
the time prescribed.

          Failure to mail a
notice or communication to a Debentureholder or any defect in it shall not
affect its sufficiency with respect to other Debentureholders. 

94

If a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it.

          Section 17.04. Governing
Law. This Indenture and each Debenture shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws principles thereof.

          Section 17.05. Evidence Of Compliance With
Conditions Precedent, Certificates To Trustee. Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

          Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include: (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

          Section 17.06. Legal Holidays. In any case
in which the date of maturity of interest on or principal of the Debentures or
the redemption date of any Debenture will not be a Business Day, then payment of
such interest on or principal of the Debentures need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date of maturity or the redemption date, and no
interest shall accrue for the period from and after such date.

          Section 17.07. Trust
Indenture Act. This Indenture is hereby made subject to, and shall be
governed by, the provisions of the Trust Indenture Act required to be part of
and to govern indentures qualified under the Trust Indenture Act; provided
that unless otherwise required by law, notwithstanding the foregoing, this
Indenture and the Debentures issued hereunder shall not be subject to the
provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the Trust
Indenture Act as now in effect or as hereafter amended or modified; provided
further that this Section 17.07 shall not require this Indenture or the Trustee
to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act, 

95

nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

          Section 17.08. No Security Interest Created.
Nothing in this Indenture or in the Debentures, expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction in which property of the Company or its subsidiaries is located.

          Section 17.09. Benefits Of Indenture. 
Nothing in this Indenture or in the Debentures, express or implied, shall give
to any Person, other than the parties hereto, any paying agent, any
authenticating agent, any Debenture Registrar and their successors hereunder and
the holders of Debentures any benefit or any legal or equitable right, remedy or
claim under this Indenture.

          Section 17.10. Table Of
Contents, Headings, Etc. The table of contents and the titles and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.

          Section 17.11.
Authenticating Agent. The Trustee may appoint an authenticating agent
that shall be authorized to act on its behalf, and subject to its direction, in
the authentication and delivery of Debentures in connection with the original
issuance thereof and transfers and exchanges of Debentures hereunder, including
under Sections 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, as fully to all intents
and purposes as though the authenticating agent had been expressly authorized by
this Indenture and those Sections to authenticate and deliver Debentures. For
all purposes of this Indenture, the authentication and delivery of Debentures by
the authenticating agent shall be deemed to be authentication and delivery of
such Debentures "by the Trustee" and a certificate of authentication executed on
behalf of the Trustee by an authenticating agent shall be deemed to satisfy any
requirement hereunder or in the Debentures for the Trustee’s certificate of
authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 9.09.

          Any corporation into
which any authenticating agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any authenticating agent shall be a party, or any
corporation succeeding to the corporate trust business of any authenticating
agent, shall be the successor of the authenticating agent hereunder, if such
successor corporation is otherwise eligible under this Section 17.11, 

96

without the execution or filing of any paper or any further act on the part
of the parties hereto or the authenticating agent or such successor corporation.

          Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Debentures as the names and
addresses of such holders appear on the Debenture Register.

          The Company agrees to pay to the authenticating agent from time to time such
reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

          The provisions of Sections 9.02, 9.03, 9.04 and 10.03 and this Section 17.11
shall be applicable to any authenticating agent.

          Section 17.12. Execution In Counterparts. 
This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

          Section 17.13. Severability. In case any
provision in this Indenture or in the Debentures shall be invalid, illegal or
unenforceable, then (to the extent permitted by law) the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Manufacturers and Traders Trust Company hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions herein above set
forth.

 

97

 

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed.



	
     	
      WILSON GREATBATCH 

             TECHNOLOGIES, INC.

    
	 	By:	
    /s/Lawrence P. Reinhold
	 	 	Name:

    Title:	Lawrence P. Reinhold

    Executive Vice President and Chief Financial Officer




 

	
     	
      MANUFACTURERS AND TRADERS TRUST

                COMPANY, as Trustee

    
	 	By:	
    /s/ Russell T. Whitley
	 	 	Name:

    Title:	Russell T. Whitley

    Assistant Vice President







EXHIBIT A


[Include only for Global Debentures:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY",
WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[Include only for Debentures that are Restricted Securities]

[THE DEBENTURE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS DEBENTURE UNDER
RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS DEBENTURE OR THE COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS DEBENTURE EXCEPT (A) TO WILSON GREATBATCH TECHNOLOGIES OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3)
PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE), IT
WILL FURNISH TO MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS DEBENTURE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS DEBENTURE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
OF THIS DEBENTURE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER FO SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE). THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(D) ABOVE OR UPON ANY TRANSFER OF
THIS DEBENTURE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
TO REGISTER ANY TRANSFER OF THIS DEBENTURE IN VIOLATION OF THE FOREGOING
RESTRICTION.]

THIS DEBENTURE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE, THE ISSUE PRICE OF EACH DEBENTURE IS $1,000 PER $1,000 OF
PRINCIPAL AMOUNT, THE ISSUE DATE IS MAY 28, 2003 AND THE COMPARABLE YIELD IS 9%,
COMPOUNDED SEMI-ANNUALLY. HOLDERS OF THIS DEBENTURE MAY OBTAIN INFORMATION
REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE
PROJECTED PAYMENT SCHEDULE FOR THIS DEBENTURE BY SUBMITTING A WRITTEN REQUEST
FOR SUCH INFORMATION TO: WILSON GREATBATCH TECHNOLOGIES, INC., 9645 WEHRLE
DRIVE, CLARENCE, NEW YORK, 14031, ATTN: TREASURER.

A-2




WILSON GREATBATCH TECHNOLOGIES, INC.



21⁄4% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2013

CUSIP: 972232AA0


No. 1                                                                                                                                                     $_____________

          Wilson Greatbatch Technologies, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to CEDE & CO. or
its registered assigns, [the principal sum of _____________ DOLLARS] [the
principal sum set forth on Schedule I hereto] on June 15, 2013 at the office or
agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually on June 15 and December 15 of each
year, commencing December 15, 2003, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum of 21⁄4%, from the June 15
or December 15, as the case may be, next preceding the date of this Debenture to
which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from
the date of this Debenture, or unless no interest has been paid or duly provided
for on the Debentures, in which case from May 28, 2003 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after any June 1 or December 1, as the case may be, and
before the following June 15 or December 15, this Debenture shall bear interest
from such June 15 or December 15; provided that if the Company shall
default in the payment of interest due on such June 15 or December 15, then this
Debenture shall bear interest from the next preceding June 15 or December 15 to
which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for on such Debenture, from May 28, 2003. Contingent
interest, if any, will accrue for any six month interest period and be payable
to holders of this Debenture on the applicable interest payment date to the
person in whose name this Debenture is registered on the corresponding record
date. Except as otherwise provided in the Indenture, the interest payable on the
Debenture pursuant to the Indenture on any June 15 or December 15 will be paid
to the Person entitled thereto as it appears in the Debenture Register at the
close of business on the record date, which shall be the June 1 or December 1
(whether or not a Business Day) next preceding such June 15 or December 15, as
provided in the Indenture; provided that any such interest not punctually
paid or duly provided for shall be payable as provided in the Indenture. The
Company shall pay 

 



1For
Global Debentures only

A-3



interest (i) on any Debentures in certificated form by check
mailed to the address of the Person entitled thereto as it appears in the
Debenture Register or (ii) on any Global Debenture by wire transfer of
immediately available funds to the account of the Depositary or its nominee. 

          The Company promises to pay interest on overdue principal, premium, if any,
and (to the extent that payment of such interest is enforceable under applicable
law) interest at the rate of 31⁄4%, per annum. 

          Reference is made to the further provisions of this Debenture set forth on
the reverse hereof, including, without limitation, provisions giving the holder
of this Debenture the right to convert this Debenture into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

          This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York, without regard to conflicts
of laws principles thereof.

          This Debenture shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

A-4

 

          IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed.



	
     	
    WILSON GREATBATCH

           TECHNOLOGIES, INC.

    
    
	 	By:	 
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	 	 




TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Debentures described in the within-named Indenture.



MANUFACTURERS AND TRADERS

   TRUST COMPANY, as Trustee





	By:	 
	 	Authorized Signatory


                                                                               
                , or

                

                

	By:	 
	 	
    As Authenticating Agent

    (if different from Trustee)



 



	 	By:	 
	 	 	Authorized Signatory




A-5



FORM OF REVERSE OF DEBENTURE



WILSON GREATBATCH TECHNOLOGIES, INC.



21⁄4% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2013



          This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 21⁄4% Convertible Subordinated Debentures Due 2013
(herein called the "Debentures"), limited in aggregate principal amount
to $170,000,000, issued and to be issued under and pursuant to an Indenture
dated as of May 28, 2003 (herein called the "Indenture"), between the
Company and Manufacturers and Traders Trust Company, as trustee (herein called
the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Debentures.

          In case an Event of Default shall have occurred and be continuing, the
principal of, premium, if any, and accrued interest, including contingent
interest, if any, on all Debentures may be declared by either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debentures
then outstanding, and upon said declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions provided in the
Indenture.

          The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of at least a majority in aggregate principal
amount of the Debentures at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Debentures; provided that
no such supplemental indenture shall (i) extend the fixed maturity of any
Debenture, or reduce the rate or extend the time of payment of interest,
including contingent interest, if any, or Liquidated Damages, if any, thereon,
or reduce the principal amount thereof or premium, if any, thereon, or reduce
any amount payable upon redemption or repurchase thereof, or impair the right of
any Debentureholder to institute suit for the payment thereof, or make the
principal thereof or interest or premium, if any, thereon payable in any coin or
currency other than that provided in the Debentures, or change the obligation of
the Company to redeem any Debenture on a redemption date in a manner adverse to
the holders or change the obligation of the Company to redeem any Debenture upon
the happening of a Fundamental Change in a manner adverse to the holder of the
Debentures, or change the obligation of the Company to repurchase any Debenture
on a Repurchase Date in a manner adverse to the holder of the Debentures, or
impair the right to convert the Debentures into Common Stock subject to the
terms set forth in the Indenture, including Section 16.06 thereof, without the
consent of the holder of each Debenture so affected, or modify any of 

A-6



the provisions of Section 12.02 or Section 8.07 thereof, except to increase
any such percentage or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the holder of each Debenture
so affected, or change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 6.01 thereof, or
reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all Debentures then outstanding. Subject to the provisions of the Indenture,
the holders of a majority in aggregate principal amount of the Debentures at the
time outstanding may on behalf of the holders of all of the Debentures waive any
past default or Event of Default under the Indenture and its consequences except
(A) a default in the payment of interest, or any premium on, or the principal
of, any of the Debentures, (B) a failure by the Company to convert any
Debentures into Common Stock of the Company, (C) a default in the payment of the
redemption price pursuant to Article 3 of the Indenture, (D) a default in the
payment of the repurchase price pursuant to Article 3 of the Indenture, or (E) a
default in respect of a covenant or provisions of the Indenture which under
Article 12 of the Indenture cannot be modified or amended without the consent of
the holders of each or all Debentures then outstanding or affected thereby. Any
such consent or waiver by the holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Debenture and any Debentures which
may be issued in exchange or substitution hereof, irrespective of whether or not
any notation thereof is made upon this Debenture or such other Debentures.

          The indebtedness evidenced by the Debentures is, to the extent and in the
manner provided in the Indenture, expressly subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company,
whether outstanding at the date of the Indenture or thereafter incurred, and
this Debenture is issued subject to the provisions of the Indenture with respect
to such subordination. Each holder of this Debenture, by accepting the same,
agrees to and shall be bound by such provisions and authorizes the Trustee on
its behalf to take such action as may be necessary or appropriate to effectuate
the subordination so provided and appoints the Trustee his attorney-in-fact for
such purpose.

          No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest, including contingent interest, if any, on this Debenture at the place,
at the respective times, at the rate and in the coin or currency herein
prescribed.

          Interest on the Debentures shall be computed on the basis of a 360-day year
of twelve 30-day months.

A-7



          The Debentures are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Debentures, Debentures may be exchanged for a
like aggregate principal amount of Debentures of any other authorized
denominations.

          At any time on or after June 20, 2010 and prior to maturity, the Debentures
may be redeemed at the option of the Company, in whole or in part, upon mailing
a notice of such redemption not less than 30 days but not more than 60 days
before the redemption date to the holders of Debentures at their last registered
addresses, all as provided in the Indenture, at a redemption price equal to 100%
of the principal amount of debentures being redeemed and accrued and unpaid
interest, including contingent interest, if any, to, but excluding, the
redemption date; provided that if the redemption date is on a June 15 or
December 15, then the interest payable on such date shall be paid to the holder
of record on the preceding June 1 or December 1, respectively.

          The Company may not give notice of any redemption of the Debentures if a
default in the payment of interest, or premium, if any, on the Debentures has
occurred and is continuing.

          The Debentures are not subject to redemption through the operation of any
sinking fund.

          If a Fundamental Change occurs at any time prior to maturity of the
Debentures, this Debenture will be redeemable on a Fundamental Change Redemption
Date, 30 days after notice thereof, at the option of the holder of this
Debenture at a redemption price equal to 100% of the principal amount thereof,
together with accrued interest to (but excluding) the redemption date;
provided that if such Fundamental Change Redemption Date falls after a
record date and on or prior the corresponding interest payment date, the
interest payable on such interest payment date shall be paid to the holder of
record of this Debenture on the preceding June 1 or December 1, respectively.
The Debentures will be redeemable in multiples of $1,000 principal amount. The
Company shall mail to all holders of record of the Debentures a notice of the
occurrence of a Fundamental Change and of the redemption right arising as a
result thereof on or before the 10th day after the occurrence of such
Fundamental Change. For a Debenture to be so redeemed at the option of the
holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such
Debenture with the form entitled "Option to Elect Repayment Upon a
Fundamental Change" on the reverse thereof duly completed, together with
such Debenture, duly endorsed for transfer, on or before the 30th day after the
date of such notice of a Fundamental Change

A-8



 (or if such 30th day is not a Business Day, the immediately succeeding
Business Day).

          Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the holder, all or any portion of
the Debentures held by such holder on June 15, 2010 in whole multiples of $1,000
at a purchase price of 100% of the principal amount, plus any accrued and unpaid
interest, on such Debenture up to the Repurchase Date. To exercise such right, a
holder shall deliver to the Company such Debenture with the form entitled "Repurchase
Notice" on the reverse thereof duly completed, together with the Debenture,
duly endorsed for transfer, at any time from the opening of business on the date
that is 20 Business Days prior to such Repurchase Date until the close of
business on the Repurchase Date, and shall deliver the Debentures to the Trustee
(or other paying agent appointed by the Company) as set forth in the Indenture.

          Holders have the right to withdraw any Repurchase Notice by delivering to the
Trustee (or other paying agent appointed by the Company) a written notice of
withdrawal up to the close of business on the Repurchase Date, all as provided
in the Indenture.

          If cash, sufficient to pay the purchase price of all Debentures or portions
thereof to be purchased as of the Repurchase Date is deposited with the Trustee
(or other paying agent appointed by the Company), on the Business Day following
the Repurchase Date, interest will cease to accrue on such Debentures (or
portions thereof) immediately after such Repurchase Date, and the holder thereof
shall have no other rights as such other than the right to receive the purchase
price upon surrender of such Debenture.

          Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to the final maturity date of the Debentures,
the holder hereof has the right, at its option, to convert each $1,000 principal
amount of the Debentures into 24.8219 shares of the Company’s Common Stock (a
conversion price of approximately $40.29 per share), as such shares shall be
constituted at the date of conversion and subject to adjustment from time to
time as provided in the Indenture, upon surrender of this Debenture with the
form entitled "Conversion Notice" on the reverse thereof duly completed,
to the Company at the office or agency of the Company maintained for that
purpose in accordance with the terms of the Indenture, or at the option of such
holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Debenture, duly endorsed
by, or accompanied by instruments of transfer in form satisfactory to the
Company duly executed by, the holder or by his duly authorized attorney. The
Company will notify the holder thereof of any event triggering the right to
convert the Debentures as specified above in accordance with the Indenture. 

A-9



          No adjustment in respect of interest on any Debenture converted or dividends
on any shares issued upon conversion of such Debenture will be made upon any
conversion except as set forth in the next sentence. If this Debenture (or
portion hereof) is surrendered for conversion during the period from the close
of business on any record date for the payment of interest to the close of
business on the Business Day preceding the following interest payment date and
has not been called for redemption by the Company on a redemption date that
occurs during such period, this Debenture (or portion hereof being converted)
must be accompanied by payment, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest otherwise payable
on such interest payment date on the principal amount being converted;
provided that no such payment shall be required (1) if the Company has
specified a redemption date that is after a record date and prior to the next
interest payment date, (2) if the Company has specified a redemption date
following a fundamental change that is during such period or (3) to the extent
of any overdue interest, if any overdue interest exists at the time of
conversion with respect to such debenture. 

          No fractional shares will be issued upon any conversion, but an adjustment
and payment in cash will be made, as provided in the Indenture, in respect of
any fraction of a share which would otherwise be issuable upon the surrender of
any Debenture or Debentures for conversion. 

          A Debenture in respect of which a holder is exercising its right to require
redemption upon a Fundamental Change or repurchase on a Repurchase Date may be
converted only if such holder withdraws its election to exercise either such
right in accordance with the terms of the Indenture.

          Any Debentures called for redemption, unless surrendered for conversion by
the holders thereof on or before the close of business on the Business Day
preceding the redemption date, may be deemed to be redeemed from the holders of
such Debentures for an amount equal to the applicable redemption price, together
with accrued but unpaid interest to, but excluding, the date fixed for
redemption, by one or more investment banks or other purchasers who may agree
with the Company (i) to purchase such Debentures from the holders thereof and
convert them into shares of the Company’s Common Stock and (ii) to make payment
for such Debentures as aforesaid to the Trustee in trust for the holders.

          Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Debenture or Debentures of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental
charge imposed in connection therewith.

A-10



          The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Debenture Registrar may deem and treat the registered
holder hereof as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Debenture
Registrar) for the purpose of receiving payment hereof, or on account hereof,
for the conversion hereof and for all other purposes, and neither the Company
nor the Trustee nor any other authenticating agent nor any paying agent nor
other conversion agent nor any Debenture Registrar shall be affected by any
notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, satisfy and
discharge liability for monies payable on this Debenture.

          No recourse for the payment of the principal of or any premium or interest on
this Debenture, or for any claim based hereon or otherwise in respect hereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any supplemental indenture or in any Debenture, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

          The Company agrees, and by acceptance of a Debenture,
each beneficial holder of a Debenture will be deemed to have agreed to treat the
Debentures as indebtedness of the Company for U.S. federal income tax purposes
that are subject to the regulations governing contingent payment debt
instruments. A Holder of Debentures may obtain the amount amount of original
issue discount, issue date, yield to maturity, comparable yield and projected
payment schedule for the Debentures, determined by the Company pursuant to Treas.
Reg. Sec. 1.1275-4, by submitting a written request for it to the Company at the
following address: Wilson Greatbatch Technologies, Inc., 9645 Wehrle Drive,
Clarence, NY 14031, Attention: Treasurer.

          This Debenture shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with the laws of New
York, without regard to conflicts of laws principles thereof.

          Terms used in this Debenture and defined in the Indenture are used herein as
therein defined.

A-11




ABBREVIATIONS


          The following abbreviations, when used in the inscription of the face of this
Debenture, shall be construed as though they were written out in full according
to applicable laws or regulations.

	TEN COM - 	as tenants in common 
    	UNIF GIFT MIN ACT -___ Custodian
    ___
	TEN ENT - 	as tenant by the entireties
    	(Cust) (Minor)
	JT TEN - 	as joint tenants with right of
    survivorship and not as tenants in common	under Uniform Gifts to Minors
    Act

    ____________________________

    (State)


          Additional abbreviations may also be used though not in the above list.






CONVERSION NOTICE

    
    TO:     WILSON GREATBATCH TECHNOLOGIES, INC.

               
    MANUFACTURERS AND TRADERS TRUST COMPANY

    

          The undersigned registered owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into shares of Common Stock of
Wilson Greatbatch Technologies, Inc. in accordance with the terms of the
Indenture referred to in this Debenture, and directs that the shares issuable
and deliverable upon such conversion, together with any check in payment for
fractional shares and any Debentures representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture. If
shares or any portion of this Debenture not converted are to be issued in the
name of a person other than the undersigned, the undersigned will provide the
appropriate information below and pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest, including contingent interest, if any, accompanies this Debenture.

Dated: ______________________



	 	 


Signature(s)

                      
                    
                  
                
              
            
          
        
      
    
  

	 	 


Signature(s) must be guaranteed by an "eligible
                        guarantor institution" meeting the requirements of
                        the Debenture Registrar, which requirements include
                        membership or participation in the Security Transfer
                        Agent Medallion Program ("STAMP") or such other "signature
                        guarantee program" as may be determined by the
                        Debenture Registrar in addition to, or in substitution
                        for, STAMP, all in accordance with the Securities
                        Exchange Act of 1934, as amended.

                      
                    
                  
                
              
            
          
        
      
    
  

	 	 


Signature Guarantee

                      
                    
                  
                
              
            
          
        
      
    
  

Fill in the registration of shares of Common Stock if to be issued, and
Debentures if to be delivered, other than to and in the name of the registered
holder:

__________________________

(Name)





______________________________

(Street Address)





______________________________

(City, State and Zip Code) 





______________________________

Please print name and address



Principal amount to be converted

(if less than all):



$_____________________________



Social Security or Other Taxpayer

Identification Number:





______________________________








OPTION TO ELECT REDEMPTION

UPON A FUNDAMENTAL CHANGE

    
    TO:     WILSON GREATBATCH TECHNOLOGIES, INC.

               
    MANUFACTURERS AND TRADERS TRUST COMPANY

    

          The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Wilson Greatbatch Technologies, Inc. (the
"Company") as to the occurrence of a Fundamental Change with respect to
the Company and requests and instructs the Company to redeem the entire
principal amount of this Debenture, or the portion thereof (which is $1,000 or a
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Debenture at the price of 100% of such entire
principal amount or portion thereof, together with accrued interest to, but
excluding, the Fundamental Change Redemption Date, to the registered holder
hereof. Capitalized terms used herein but not defined shall have the meanings
ascribed to such terms in the Indenture.

Dated: ______________________

______________________________



______________________________

Signature(s)

                        

                        

                        NOTICE: The above signatures of the holder(s) hereof
                        must correspond with the name as written upon the face
                        of the Debenture in every particular without alteration
                        or enlargement or any change whatever.

                        

                        Principal amount to be repaid (if less than all):

                        

                        ______________________________

                        

                        ______________________________

                        Social Security or Other Taxpayer Identification
                        Number

                        
                        
                        
 

                      
                    
                  
                
              
            
          
        
      
    
  

REPURCHASE NOTICE

    
    TO:    WILSON GREATBATCH TECHNOLOGIES, INC.

             
    MANUFACTURERS AND TRADERS TRUST COMPANY

    

          The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Wilson Greatbatch Technologies, Inc. (the
"Company") regarding the right of holders to elect to require the Company
to repurchase the Debentures and requests and instructs the Company to repay the
entire principal amount of this Debenture, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, in accordance with the
terms of the Indenture at the price of 100% of such entire principal amount or
portion thereof, together with accrued interest to, by excluding, the Repurchase
Date, to the registered holder hereof. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture. The
Debentures shall be repurchased by the Company as of the Repurchase Date
pursuant to the terms and conditions specified in the Indenture. If the Company
elects to pay the purchase price, in whole or in part, in shares of Common Stock
but such portion of the purchase price shall ultimately be paid to such holder
entirely in cash because any of the conditions to payment of the purchase price
in shares of Common Stock is not satisfied prior to the close of business on the
applicable Repurchase Date, the undersigned registered owner elects:

[ ]           to withdraw this Repurchase Notice as to $[ ] principal amount of the
Debentures to which this Repurchase Notice relates (Certificate Numbers: ), or



[ ]           to receive cash in respect of $[ ] principal amount of the Debentures to
which this Repurchase Notice relates.



          Dated:

          Signature(s):

          NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Debenture in every particular without
alteration or enlargement or any change whatever.

          Debenture Certificate Number (if applicable):

          Principal amount to be repurchased (if less than all):

          Social Security or Other Taxpayer Identification Number:




ASSIGNMENT


          For value received ______________________________hereby sell(s) assign(s) and
transfer(s) unto ___________________________________ (Please insert social
security or other Taxpayer Identification Number of assignee) the within
Debenture, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Debenture on
the books of the Company, with full power of substitution in the premises.

          In connection with any transfer of the Debenture prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision) (other than any transfer pursuant to
a registration statement that has been declared effective under the Securities
Act), the undersigned confirms that such Debenture is being transferred:

	 	[  ]	
    To Wilson Greatbatch Technologies, Inc. or a
        subsidiary thereof; or

	 	[  ]	
    To a "qualified institutional buyer" in
        compliance with Rule 144A under the Securities Act of 1933, as amended;
        or

	 	[  ]	
    Pursuant to and in compliance with Rule 144
        under the Securities Act of 1933, as amended; or

	 	[  ]	
    Pursuant to a Registration Statement which has
    been declared effective under the Securities Act of 1933, as amended, and
    which continues to be effective at the time of transfer; 



and unless the Debenture has been transferred to Wilson Greatbatch
Technologies, Inc. or a subsidiary thereof, the undersigned confirms that such
Debenture is not being transferred to an "affiliate" of the Company as
defined in Rule 144 under the Securities Act of 1933, as amended.




          Unless one of the boxes is checked, the Trustee will refuse to register any
of the Debentures evidenced by this certificate in the name of any person other
than the registered holder thereof.

Dated: ______________________

______________________________

                        

                        ______________________________

                        Signature(s)

                        

                        Signature(s) must be guaranteed by an "eligible
                        guarantor institution" meeting the requirements of
                        the Debenture Registrar, which requirements include
                        membership or participation in the Security Transfer
                        Agent Medallion Program ("STAMP") or such other "signature
                        guarantee program" as may be determined by the
                        Debenture Registrar in addition to, or in substitution
                        for, STAMP, al in accordance with the Securities
                        Exchange Act of 1934, as amended.

                        ______________________________

                        Signature Guarantee

                        

                      
                    
                  
                
              
            
          
        
      
    
  

NOTICE: The signature on the Conversion Notice, the Option to Elect
Redemption Upon a Fundamental Change, the Repurchase Notice or the Assignment
must correspond with the name as written upon the face of the Debenture in every
particular without alteration or enlargement or any change whatever.





Schedule I



[Include Schedule I only for a Global Debenture]





WILSON GREATBATCH TECHNOLOGIES 1⁄4 INC.

21⁄4% Convertible Subordinated Debenture Due 2013



No. _______








	
    Date
	
    Principal Amount
	
    Notation Explaining Principal
    Amount Recorded
	
    Authorized Signature of
    Trustee or Custodian