AGREEMENT REGARDING OWNERSHIP LIMIT WAIVER

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                                                                     EXHIBIT 4.7

                   AGREEMENT REGARDING OWNERSHIP LIMIT WAIVER

         This Agreement is entered into as of January 12, 2005, by Entertainment

Properties Trust, a Maryland real estate investment trust ("EPR"), and Cohen &

Steers Capital Management, Inc. ("Cohen & Steers").

                                    RECITALS

         A. EPR has elected, effective for its taxable years ending on and after

December 31, 1997, to be treated as a real estate investment trust ("REIT") for

purposes of the Internal Revenue Code of 1986, as amended (the "Code"). EPR's

Amended and Restated Declaration of Trust ("Declaration of Trust") contains

certain ownership limitations relating to EPR's qualification as a REIT,

including a limitation on the percentage of EPR's outstanding shares of

beneficial interest ("Shares") that any Person (as defined in the Declaration of

Trust) may own (the "Ownership Limit").

         B. Article Ninth, Section 11 of the Declaration of Trust provides that

the Board of Trustees of EPR (the "Board"), in its sole discretion, may exempt a

Person from the Ownership Limit if such Person provides to the Board such

representations and undertakings as the Board, in its sole and absolute

discretion, may require, and such Person agrees that any violation of such

representations and undertakings or any attempted violation thereof will result

in an application of the remedies set forth in Article Ninth of the Declaration

of Trust ("Article Ninth") with respect to shares held in excess of the

Ownership Limit ("Excess Shares").

         C. EPR intends to issue 3,200,000 of its 7.75% Series B cumulative

redeemable preferred shares of beneficial interest (liquidation preference -

$25.00 per share) (the "Series B Preferred Shares") on or about January 19, 2005

in connection with an underwritten public offering thereof (the "Offering"), and

Cohen & Steers, on behalf of certain accounts and institutions, desires to

acquire approximately 20% (as determined with reference to liquidation value),

in the aggregate, of the Series B Preferred Shares to be issued in the Offering.

         D. Cohen & Steers has requested that the Board grant Cohen & Steers a

waiver of the Ownership Limit that will permit Cohen & Steers, on behalf of

certain accounts and institutions, to acquire Series B Preferred Shares in the

amount described herein, and the Board desires to grant such waiver, conditioned

upon the continued accuracy of the representations and undertakings made by

Cohen & Steers in this Agreement.

         In consideration of the foregoing and the mutual promises and covenants

contained herein, the parties agree as follows:

1.       REPRESENTATIONS AND WARRANTIES OF EPR

         EPR represents and warrants that the Board has approved an exemption

from the Ownership Limit for the acquisition of Series B Preferred Shares by

Cohen & Steers, conditioned upon Cohen & Steers' representations and

undertakings in this Agreem