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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 Agreement, permitting Cohen & Steers, on behalf of certain
accounts and institutions, to acquire up to an aggregate of 20% (but not more
than 20%), as determined by reference to liquidation value, of the issued and
outstanding Series B Preferred Shares to be sold in the Offering.

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2.       REPRESENTATIONS AND WARRANTIES OF COHEN & STEERS

         Cohen & Steers represents and warrants to and agrees with EPR as
follows:

         2.1 In connection with, and as a condition to, the grant by the Board
of an exemption from the Ownership Limit to permit Cohen & Steers, on behalf of
certain accounts and institutions, to hold up to an aggregate of 20% (but not
more than 20%), as determined by reference to liquidation value, of the issued
and outstanding Series B Preferred Shares, Cohen & Steers represents to EPR and
covenants that no person or entity who would be considered to be an "individual"
for purposes of Section 542(a)(2) of the Code would be considered, after taking
into account the ownership attribution rules under Section 544 of the Code (as
modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code), the beneficial
owner of more than 9.8% of the issued and outstanding Shares (assuming for this
purpose that such "individual" is not considered to own any Shares other than
solely by reason of Cohen & Steers' ownership of Shares). Cohen & Steers
acknowledges and agrees that, if at any time the foregoing covenant and
representation would not be accurate, the maximum number of Series B Preferred
Shares that Cohen & Steers could own would be automatically reduced (without the
requirement for any action by EPR), to the number of Series B Preferred Shares
that would cause the covenant in the preceding sentence to be accurate.

         2.2 Cohen & Steers acknowledges that, notwithstanding the waiver of the
Ownership Limit granted pursuant to this Agreement, the Board is not granting an
exemption from any other ownership restrictions set forth in Article Ninth or
with respect to any Shares other than the Series B Preferred Shares.

         2.3 Cohen & Steers acknowledges that EPR is a "domestically controlled
REIT" under the Code, and agrees that EPR may take such actions as the Board, in
its sole and absolute discretion, deems necessary and advisable to preserve
EPR's status as a "domestically controlled REIT" under the Code, and to ensure
that EPR is not "closely held" within the meaning of Section 856(h) of the Code,
including but not limited to the designation of any Series B Preferred Shares or
other securities of EPR the acquisition of which by Cohen & Steers or the
accounts or institutions for which it acts could cause EPR to become "closely
held" or to lose its status as a "domestically controlled REIT," as Excess
Shares subject to the Excess Share provisions of Article Ninth, notwithstanding
any other provision of this Agreement or the waiver granted hereby.

         2.4 Cohen & Steers acknowledges and agrees that any violation of its
representations, warranties or covenants in this Section 2 will result in the
application of the remedies set forth in Article Ninth in respect to any of the
Shares that constitute Excess Shares in accordance with Article Ninth.

3.       MISCELLANEOUS

         3.1 Additional Actions and Documents

         Each of the parties hereby agrees to use its reasonable best efforts to
cause to be taken such further actions, to execute, deliver and file or use its
reasonable best efforts to cause to be executed, delivered and filed such
further documents, and to obtain such consents, as may be


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necessary or as may be reasonably requested in order to fully effectuate the
purposes, terms and conditions of this Agreement.

         3.2 Assignment

         Neither party may assign its rights and obligations under this
Agreement, in whole or in part, without the prior written consent of the other
party, and any such assignment contrary to the terms hereof shall be null and
void and of no force and effect. In no event shall the assignment by either
party of its respective rights or obligations under this Agreement release such
party from its liabilities and obligations hereunder.

         3.3 Amendment

         This Agreement constitutes the full and entire understanding of the
parties with respect to the subject matters herein. No amendment, modification
or discharge of this Agreement shall be valid or binding unless set forth in
writing and duly executed and delivered by the party against whom enforcement of
the amendment, modification, or discharge is sought.

         3.4 Waiver

         No waiver shall be valid against any party hereto unless made in
writing and signed by the party against whom enforcement of such waiver is
sought and then only to the extent expressly specified therein.

         3.5 Governing Law

         This Amendment shall be governed by and construed under the laws of the
State of Maryland (without regard for the choice of law provisions thereof).

         3.6 Severability

         If any clause or provision of this Agreement operates or would
prospectively operate to invalidate this Agreement in whole or in part, then
only such clause or provision shall be ineffective, and the remainder of this
Agreement shall remain operative and in full force and effect.

         3.7 Incorporation of Recitals

         The recitals hereto are incorporated herein as part of this Agreement.

         3.8 Execution in Counterparts

         This Agreement may be executed in counterparts. All counterparts shall
collectively constitute a single Agreement.


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         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date set forth above.

                                         ENTERTAINMENT PROPERTIES TRUST


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         COHEN & STEERS CAPITAL MANAGEMENT, INC.


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


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