Aki S-4 Registration of securities issued in business combination transactions

Exhibit 10.9

EXECUTION COPY

PATENT SECURITY AGREEMENT, dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”),  the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”) and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).

Reference is made to the Security Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among Holdings, the Borrower, the Subsidiary Grantors and the Administrative Agent.  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”)).  The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.  Holdings and the Subsidiary Grantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.   The rules of construction specified in Section 1(a) of the Security Agreement also apply to this Agreement.

SECTION 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II (the “Patents”), and all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

SECTION 3. Security Agreement.  The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the

security interests granted to the Administrative Agent pursuant to the Security Agreement; provided that the security interests granted herein shall automatically terminate upon the termination, release or other discharge of the security interests in the Patent Collateral granted pursuant to the Security Agreement as contemplated by the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JOSTENS IH CORP.,
	By	/s/ David A. Tayeh
		Name:  David Tayeh
		Title:    Secretary
JOSTENS SECONDARY HOLDINGS CORP.,
	By	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
	THE LEHIGH PRESS, INC.
	By	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
	By	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director
	By	/s/ Vanessa Gomez
		Name:  Vanessa Gomez
		Title:    Associate

3

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    JOSTENS, INC.
By	/s/ David A. Tayeh
	Name:  David A. Tayeh
	Title:    Chief Financial Officer
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    AKI, INC.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    IST, INC.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

Schedule I

Subsidiary Grantors

The Lehigh Press, Inc.

Jostens, Inc.

AKI, Inc.

IST Corp.

Schedule II

I. Patents

II. Patent Applications

III. Patent Licenses