Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On December 15, 2008 and December 16, 2008, Greatbatch, Inc. (the "Company") entered into privately negotiated agreements under which it repurchased $21.8 million in aggregate principal amount of its outstanding $1,000 par value, 2 1/4% Convertible Subordinated Debentures dated May 2003 and due June 2013 (the "Debentures") at $845.38 per $1,000 of principal. The primary purpose of this transaction was to retire the Debentures, which contained a put option exercisble on June 15, 2010, at a discount. These transactions were funded with availability under the Company's existing $235 million line of credit at an interest rate of approximately 3.2% which is fixed for 6 months and will vary with the LIBOR index thereafter. These transactions were treated as an extinguishment of debt for accounting purposes and resulted in a pre-tax gain of approximately $3.2 million, which was recorded in the fourth quarter of 2008.