Supplemental Indenture



 Exhibit 4.1 

SUPPLEMENTAL INDENTURE 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of October 13, 2011, among ECS Douglas I, LLC, a Delaware limited liability company, EPT Dallas, LLC, a Delaware
limited liability company, EPT Fontana, LLC, a Delaware limited liability company, EPT Twin Falls, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing
Subsidiaries”), Entertainment Properties Trust, a Maryland real estate investment trust (the “Issuer”), the other Guarantors (as defined in the Indenture referred to below) and UMB Bank, n.a., as trustee under the Indenture
referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of June 30, 2010 (the
“Indenture”), providing for the issuance of 7.750% Senior Notes due 2020 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth herein
(the “Notes Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 2. Agreement to Guarantee. The Guaranteeing Subsidiaries hereby agree as follows: 

(a) Subject to Article 10 of the Indenture, the Guaranteeing Subsidiaries hereby, jointly and severally with all other
Guarantors, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that: 
 (i) the principal of, and premium, if any, and
interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 







 (ii) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. 
 (b) The obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, other than payment in full of all
Obligations under the Notes. 
 (c) The following is hereby waived: diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 

(d) This Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes
and the Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors, or any
custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiaries shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
 (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6
of the Indenture for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. 

(h) The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under this Notes Guarantee. 
 (i) In accordance with
Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance law, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the 







 
Indenture, this Notes Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Notes Guarantee will not constitute a fraudulent transfer
or conveyance. 
 3. Guaranteeing Subsidiaries may Consolidate, etc., on Certain Terms. 

(a) No Guaranteeing Subsidiary may sell or otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person, other than the Issuer or another Guarantor unless: 

(i) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(ii) subject to Section 10.05 of the Indenture, the Person acquiring the property in any such sale or disposition or
the Person formed by or surviving any such consolidation or merger assumes all of the obligations of such Guaranteeing Subsidiary under the Indenture and this Notes Guarantee pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee. 
 (b) In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Notes Guarantee endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by the Guaranteeing Subsidiary, such successor Person shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as a Guaranteeing
Subsidiary. Such successor Person thereupon may cause to be signed any or all of the Notes Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuer and delivered to the
Trustee. All the Notes Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such
Notes Guarantees had been issued at the date of the execution hereof. 
 (c) Except as set forth in Articles 4
and 5 and Section 10.04 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guaranteeing Subsidiary with or into the
Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guaranteeing Subsidiary as an entirety or substantially as an entirety to the Issuer or another Guarantor. 

4. Releases. 
 (a) The Notes Guarantee of a Guaranteeing Subsidiary shall be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guaranteeing Subsidiary under
those circumstances specified in Section 10.05 of the Indenture shall not be required to assume the obligations of such Guaranteeing Subsidiary. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of
Counsel stating that the provisions of Section 10.05 of the Indenture have been complied with, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its obligations
under this Notes Guarantee. 
 (b) Any Guarantor not released from its obligations under its Notes Guarantee
shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. 







 5. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder, equity holder or agent of a Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or a Guaranteeing Subsidiary under the Notes, this Notes Guarantee, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy. 

6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. 
 8. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof. 
 9. The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuer.

 [signature on following pages] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated: October 13, 2011 

 

			
	Guaranteeing Subsidiaries:
	
	ECS DOUGLAS I, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT DALLAS, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT FONTANA, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT TWIN FALLS, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	Issuer:
	
	ENTERTAINMENT PROPERTIES TRUST
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President









 
			
	Existing Guarantors:
	
	30 WEST PERSHING, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT DOWNREIT II, Inc.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT HUNTSVILLE, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	MEGAPLEX FOUR, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	WESTCOL CENTER, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT MELBOURNE, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President









 
			
	CROTCHED MOUNTAIN PROPERTIES, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EDUCATION CAPITAL SOLUTIONS, LLC
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPR HIALEAH, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT 909, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT CROTCHED MOUNTAIN, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT KALAMAZOO, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President









 
			
	EPT MAD RIVER, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT MOUNT ATTITASH, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT MOUNT SNOW, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT NINETEEN, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT SKI PROPERTIES, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	EPT WATERPARKS, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President









 
			
	MEGAPLEX NINE, INC.
		
	By:	 	/s/ Mark Peterson
		 	Mark Peterson, Vice President


  

			
	Trustee:
	
	UMB BANK, N.A., as Trustee
		
	By:	 	/s/ Anthony P. Hawkins
		 	Name: Anthony P. Hawkins
		 	Title: Vice President