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Rxhibit 3
November 12, 1997
Applied Graphics Technologies, Inc.
c/o Daily News
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxxxx
Re: Registration Rights Agreement dated April 16, 1996 between
Applied Graphics Technologies, Inc. (the "COMPANY") and Applied
Printing Technologies, L.P. (the "BORROWER") (the "REGISTRATION
AGREEMENT")
Ladies and Gentlemen:
The Borrower and BankBoston, N.A. (the BANK") have entered into a Pledge
Agreement of even date herewith (as amended from time to time, the "PLEDGE
AGREEMENT"), pursuant to which the Borrower has pledged certain "Covered Shares"
(this and any other capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Registration
Agreement) to the Bank, and in so doing has created an Encumbrance in favor of
the Bank, as Pledgee.
Pursuant to Section 12.6 of the Registration Agreement, the Bank hereby
agrees to be bound by the provisions of the Registration Agreement upon the
Bank's acquisition of the Covered Shares pursuant to and upon a default under
the Pledge Agreement.
Very truly yours,
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Its: Vice President
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