EDUCATION MANAGEMENT LLC AND EDUCATION MANAGEMENT FINANCE CORP. Senior Cash Pay/PIK Notes Due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2013 • Education Management Corporation • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of the date hereof by and among Education Management LLC, a Delaware limited liability company, and Education Management Finance Corp., a Delaware corporation wholly owned by Education Management LLC (the “Co-Issuer” and together with Education Management LLC, the “Issuers”), the Guarantors (as defined below) and Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each a “Dealer Manager” and, collectively, the "Dealer Managers"), each of whom has acted as a dealer manager in connection with the Issuers’ offer to exchange that commenced on February 1, 2013 (the “Exchange Offer”) (i) their Senior Cash Pay/PIK Notes Due 2018 (such Senior Cash Pay/PIK Notes due 2018 issued pursuant to the Exchange Offer, together with any PIK Notes (as defined in the Indenture) issued in respect thereof, the “Initial Securities”), to be unconditionally guaranteed (the "Guarantee
