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~ l I L 1146R . This ACQUISITION AND AMENDMENT AGREEMENT, dated as of October 25, 1985, is by and among the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, an industrial development authority duly organized and existing under and pursuant to the Constitution of the State of California, THE BANK OF CALIFORNIA, N .A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, with a corporate trust office located at San Francisco, California, as Trustee ("Trustee"), CHASE LINCOLN FIRST BANK, N.A.. a national banking association duly organized and existing under the laws of the United States of America with its principal office at One Lincoln First Square, Rochester, New York 14643 ("Chase Lincoln"), POLYCLAD LAMINATES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts having its principal office at 45 Tannery Street, Franklin, New Hampshire 03235, ("Guarantor"), LAMINATION TECHNOLOGY, INC., a corporation duly organized and existing under the laws of the State of Delaware having its principal office at 2720 South Main . Street, Santa Ana, California 92707 (the "Company"), and THE FIRST NATIONAL BANK OF BOSTON, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, having its principal office at 100 Federal Street, Boston, Massachusetts 0211 0 ("FNBB"). WHEREAS, FNBB proposes to purchase from Chase Lincoln the Industrial Development Revenue Bonds, Series 1985 (Lamination Technology Inc. Project) (the "Bonds") issued by the Industrial Development Authority of the City of Santa Ana, California; and WHEREAS, Polyclad Laminates, Inc. has purchased the Company from Hadco Corporation and desires the Trustee to release Hadco Corporation from its Guaranty of the Bonds and to become Guarantor itself, the parties hereto are willing to amend the Indenture of Trust and the Loan Agreement dated as of February 1, 1985, by this Acquisition and Amendment Agreement;