JOINT ACKNOWLEDGEMENT OF GUARANTY


       


      This Joint Acknowledgement of Guaranty (this “Agreement”), effective as of May 21, 2009, is being delivered by each of the undersigned (each a “Guarantor”) in connection with that certain Amendment No. 2 to Amended and Restated Credit Facilities Agreement (the “Amendment”) between Young Innovations, Inc. ("Borrower"), Bank of America, N.A., as Administrative Agent (“Beneficiary”) and the Lenders party thereto, and effective as of the same date this Agreement is effective.  By executing this Agreement:


       


      (i) each Guarantor other than 2720 Corporate Parkway LLC and SAV-A-LIFE, LLC, acknowledges, ratifies and confirms such Guarantor’s existing Amended and Restated Unlimited Guaranty that was effective as of November 28, 2006 (a “Guaranty”) which such Guarantor executed in favor of Beneficiary;


       


      (ii) 2720 Corporate Parkway LLC acknowledges, ratifies and confirms such Guarantor’s existing Unlimited Guaranty and Joinder to Contribution and Subordination Agreement that was effective as of October 1, 2007 (also, a “Guaranty”) which such Guarantor executed in favor of Beneficiary;


       


      (iii) SAV-A-LIFE, LLC acknowledges, ratifies and confirms such Guarantor’s existing Unlimited Guaranty and Joinder to Contribution and Subordination Agreement that was effective as of December 31, 2007 (also, a “Guaranty”) which such Guarantor executed in favor of Beneficiary;


       


       (iv) each Guarantor acknowledges receipt of a copy of and hereby consents to the Amendment and hereby ratifies any other previous amendments, extensions or other modifications of any document modified by or described in the Amendment;


       


      (v) each Guarantor acknowledges and agrees that, its Guaranty remains unimpaired and continues in full force and effect, and


       


      (vi) each Guarantor represents that its Guaranty constitutes the legal, valid and enforceable obligation of such Guarantor, except to the extent that the enforceability thereof against such Guarantor may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application (whether considered in an action at law or in equity).


       


      This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Signatures to this Agreement may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.


       


      [signature pages follow]


       


       


      

      

      


       



      

      	
                  “Guarantor”

       

      YOUNG DENTAL MANUFACTURING I, LLC 

      By: YOUNG INNOVATIONS, INC, its sole member

       

       

      By:  /s/ Arthur L. Herbst, Jr.

      Name:  Arthur L. Herbst, Jr.

      Title:    President and Chief Financial Officer

       

      YOUNG ACQUISITIONS COMPANY, d/b/a PANORAMIC

       

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President 

       

      PANORAMIC RENTAL CORP.

       

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President

       

      ATHENA TECHNOLOGY, LLC

      By: YOUNG INNOVATIONS, INC, its sole member

       

       

      By:  /s/ Arthur L. Herbst, Jr.

      Name:  Arthur L. Herbst, Jr.

      Title:    President and Chief Financial Officer

       

      YOUNG PS ACQUISITIONS, LLC, d/b/a PLAK SMACKER, 

      By: YOUNG INNOVATIONS, INC, its sole member

       

       

      By:  /s/ Arthur L. Herbst, Jr.

      Name:  Arthur L. Herbst, Jr.

      Title:    President and Chief Financial Officer

       

      YOUNG COLORADO, LLC, d/b/a BIOTROL and CHALLENGE,

      By: YOUNG INNOVATIONS, INC, its sole member

       

       

      By:  /s/ Arthur L. Herbst, Jr.

      Name:  Arthur L. Herbst, Jr.

      Title:    President and Chief Financial Officer
 


      


       


       


      

      

      


       


       



      

      	
                  YI VENTURES LLC

      By: YOUNG INNOVATIONS, INC, its sole member

       

       

      By:  /s/ Arthur L. Herbst, Jr.

      Name:  Arthur L. Herbst, Jr.

      Title:    President and Chief Financial Officer

       

      MID-WEST DENTAL LABORATORY, INC. 

       

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President

       

      YOUNG OS LLC

       

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President

       

       

      YOUNG MICROBRUSH, LLC

       

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President

       

      YOUNG MICROBRUSH INTERNATIONAL, LLC

       

       

      By:
      /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President

       

      2720 CORPORATE PARKWAY LLC

       

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President

       

      SAV-A-LIFE, LLC

       

      By:  /s/ Erin Manning

      Name:  Erin Manning

      Title:    Vice President
 


      


       



      

      

      


       


      Agreed to and Accepted as of  May 21, 2009. 


       



      

      	
                  “Beneficiary”

       

      BANK OF AMERICA, N.A., as Administrative Agent

       

       

      By:  /s/ Michael Brashler

      Name:  Michael Brashler

      Title:    Vice President