Good day ladies and gentlemen and welcome to the Q1 2010 Entertainment Properties Trust earnings conference call. My name is Katrina and I’ll be your operator for today. At this time all participants are in listen only mode. Later we will conduct a question and answer session. (Operator instructions) I would now like to turn the conference over to your host for today, David Brain, Chief Executive Officer.

Good afternoon and thanks all for joining us. This is David Brain. I’ll start with our usual preface and that is that I need to inform you this conference call may include forward-looking statements defined by the Private Securities and Litigation Reform Act of 1995 and are identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate or other comparable terms. The company’s actual financial condition and results of operations may vary materially from those contemplated by such forward-looking statements. A discussion of factors that could cause actual results to differ materially from those forward-looking statements is contained in the company’s SEC filings including the company’s report on Form 10-K for the year ending December 31, 2009. With me to provide all of the company news is Greg Silver, our Chief Operating Officer and Mark Peterson, our Chief Financial Officer. I will remind you again that there is always a simultaneous webcast at our website at eprkc.com. There you will see a visual dimension, a presentation, again if you can pick that up it will be helpful. I will start the call with our first quarter 2010 headlines for Entertainment Properties Trust. First, earnings and business operations are in line with expectations and guidance despite some complexities in appearance and reporting. Second, portfolio tenant fundamentals continued to outperform general economic and retail data. Third, portfolio acquisitions outlined in our recent stock offering were completed and significant opportunities remain. Fourth, the Toronto, Canada Dundas Square acquisition was completed as planned as discussed in our prior calls. Now I will elaborate on these headlines a bit. Greg will then review the portfolio and recent transactions in detail, Mark will go over financial results, and of course we will take your questions following all of that. I want to…

On March 4, we completed our acquisition of the Toronto Dundas Square project by paying off the existing first position construction financing. The property is a 13-level entertainment retail center, anchored by a 24 screen AMC Theatre that is located in downtown Toronto. It contains approximately 330,000 square feet of leasable square footage, as well as 25,000 square feet of static and digital signage. As we discussed in previous calls, we, along with the construction lender, placed this property into receivership and the developer was unable to execute a refinancing of the property. Given the nature of a receivership, it was very difficult to execute a cohesive plan for the long term success of the project. As leasing, property management and signage management were all handled with temporary service providers that were focused on marshaling assets rather than positioning the asset to achieve its best financial results. Upon acquiring the asset, we have selected three different groups to manage these functions, each of which bring a wealth of experience to the property. Specifically with regard to signage which constitutes a major component of future NOI growth, we have retained Clear Channel of Canada to manage our signage assets on the Square. By affiliating with such a large advertising platform, we believe that we can leverage our assets as a component of a larger advertising campaign which should drive utilization as well as rate. In addition, subsequent to the end of the quarter, we advanced approximately $15 million to pay off the mortgage financing on our Cantera property which is held in an unconsolidated joint venture. We’re currently working with our German partners to identify a substitute financing strategy for the property. I would now like to discuss the portfolio and its performance for the quarter. The box office continued to…

Thank you Greg. Hopefully everyone listening to the call is aware of our quarterly investor supplemental which can be downloaded from our website. Before we get into details of the various line items, I think it’s first important to help you understand three offsetting items that impacted our results for the first quarter. I want to go through these with you up front, so you can more clearly understand our operating results.It’s illustrated by the first slide. During the first quarter, we recorded two items associated with the March 4 acquisition of Toronto Dundas Square. I want to first discuss the gain on acquisition at $8.4 million, or $0.19 per share. Recall that in the third quarter of 2009, we recorded approximately $35 million U.S. in loan loss reserves related to our mortgage now receivable on this project. The net carrying value at the time of acquisition was approximately $96 million Canadian, or $93 million in U.S. dollars. In conjunction with our acquisition of this project, at the conclusion of the receivership process, we paid off a first mortgage which totaled approximately $122 million Canadian, or $119 million in U.S. dollars. We obtained a third party appraisal at the time of the acquisition which valued the project at $229 million Canadian, or $223 million in U.S. dollars. Accordingly, net of working capital acquired a gain and acquisition of $8.4 million U.S. was recorded at closing. In addition, we expensed $7.5 million in U.S. dollars or $0.17 per share and transaction costs during the quarter, primarily related to transfer taxes and other costs associated with this acquisition. We had previously provided guidance for these costs of up to $8 million. [At access] acquisition we obtained a new $100 million Canadian first mortgage from a group of banks. I will discuss this…

Thank you, Mark. Thanks, Greg. My closing comments are just to reiterate I think the summary points we made that the quarter was in line with our expectations including the reported results and really the completion of the transactions as described in our last offering as well as the consolidation of the Ten Dundas property that we talked about many times as that being the end result of this process we’re in. So with that, we’ll conclude it. And in line, I think as Mark indicated, we’re in good shape on the progress and we have an outlook at some transaction opportunities. We’ll open it up to your questions now.

(Operator Instructions) Our first question will come from Jordan Sadler - Keybanc Capital Markets. Jordan Sadler – Keybanc Capital Markets: Mark, could you – I may have missed this because I hopped off for a second, but did you discuss guidance – I know previously it was $311 to $326 after the acquisition charges? Do you have an update for us or does that still stand?

I think we’re still comfortable with that guidance. As David said, the quarter was in line with our expectations.

Right. At this time we’re not really revising guidance. We said that the quarter is in line and we’re staying the course with the guidance previously offered, Jordan. Jordan Sadler – Keybanc Capital Markets:

That’s fair. But Jordan, we’re trying to determine when, you know the kind of the velocity of when that will come, and if that’s later or earlier, how that will impact us.

And so we don’t really change those… we have those kind of definitive?

We like to have a little more definition to it before we revise guidance so…

Sure, that’s fair. Is it also accurate in terms of characterization? Previously you thought that would take out later in the year, the investment activity, and now it sounds like you’ve got a bit more flurry of activity?

That’s fair to say Jordan, yeah. That we think that we’re accelerating the velocity of that.

All the same, that’s one of the reasons we have a range and we’re not really prepared to adjust the range yet.

When we confirm guidance, we’re talking about axioms. Of course, we had the gain of acquisition that technically is part of FFO but we’re really talking about ex the unusual items in terms of being right out of our expectations.

Okay. And in terms of the activity Greg, maybe can you frame it up? I know you said theatres and charter schools mostly, but what are you seeing on the pricing front? What’s going on in your world? Is it getting more competitive? Are cap rates coming down, or is it still pretty attractive?

I think Jordan, it’s still really attractive. We said we did that rate of transaction. That was probably a high watermark, so I think you can see cap rates, you know if you say that’s we said earlier that we think in the ten to eleven range, we’re comfortable operating in. We feel that there’s opportunities out there in that range.

Okay, that’s helpful. And then just one last before I jump back in the queue. Can you give us the current yield on Dundas Square, the occupancy and then just as you’re getting in there, any sort of near term opportunities?

Well I think we’ve said the yield on our current investment is about 7%, that our occupancy is about 90%, 91%. I think what I tried to lay out for you is in the signage opportunity. If you recall the way that property, the way it was being operated, it was being operated as a standalone property with a standalone group marketing the signage. And so therefore, you couldn’t be part of an entire…

Just following up on Jordan’s questions on the acquisitions. The $125 of potential additional acquisitions, is that all locally within the U.S.?

Yes.

Okay. And then regarding the charter schools, could you talk a little bit more about the yield? We have seen competition increase in that space. Just sort of what yield you are seeing and then what should be comfortable with?

I mean, I think it’s going to migrate around that 10% yield. That’s kind of what we kind of set the margin there. Now it plays a little different with the way the direct financing lease says, but I think it’s more a function of you know, you want to get a yield that’s commiserate with what the property can tolerate and be successful with and we think that’s around an appropriate yield for this space.

Okay, and then any information you can give us on the [inaudible] leasing.

Well, like I said, we’ve said before, we continue to evaluate where we’re going to go with that, and I think as we get more… Technically, the AMC’s obligation to tell us whether or not they’re going to exercise their options, doesn’t come until the summer, so we don’t have a formal… What we told you before, is we thought three of those four would be just rolled into their options. That one would have an opportunity to resize, and we continue to work through that, and determine kind of what the right sizing of that is.

Okay, and then I just have one more for Mark. With respect to guidance, the increase in operating expenses in G&A. I know there was that small one-time insurance expense in G&A. But is this a run rate that we can expect going forward to that same guidance?

For G&A, I would take out that $4,000 or so variance. $500,000 and that’s pretty representative of a G&A run rate. We don’t give G&A guidance by quarter of course, but that is more representative I think, yes.

And the operating expenses?

Operating expenses were impacted to some degree this quarter at White Plains, which kind of a non-cash item. But they were higher that we’d expect on a run rate basis by probably a $1 million. And second of all, of course the acquisition of Toronto Dundas Square certainly affects the operating expenses going forward. And it also, in the quarter, we had a partial quarter for 10 Dundas, so that will of course annualize as we go.

White Plans recorded some bad debts during the quarter related to some receivables outstanding that shouldn’t repeat itself frankly, that happened in the quarter.

Any specific on that?

It’s a Capelli entity.

And our next question will come from Anthony Paolone - JPMorgan.

Question on the G&A, I know it’s been hit on before, but were there any legal fees related to Capelli in the quarter hitting that number as well?

No, very little. We did have some, but it was probably around $50,000 or something. So it was not a significant event in the first quarter.

And you expect that to be steady for the rest of the year?

No, we budgeted, I think we talked about in our annual budget, something like $1 million for the year for those legal expenses. So we expect that could increase as we go forward, but we have that contemplated in our guidance.

Okay. And from a practical point of view, what’s the status of Concord? Is there anything going on at the site? Any update on the potential to issue industrial revenue bonds, or anything else going on there we should be aware of?

I mean, physically, I don’t think there’s anything going on at the site. As far as discussing the improvements, as you can imagine, since we’re embroiled in litigation, we’re not getting monthly updates from Capelli on the matter. So I think where we’re at is that we’re not seeing significant progress.

You know what, it’s technically not in default. It’s in default of its loan to us, but it’s not in default under the underlying property loan and first mortgage. I just hate to comment on what a lender might do. I don’t know. Again, since that’s a note that we’re suing on to one of the Capelli related entities, I don’t know that we want to talk about how you would potentially settle that out anyway.

Your next question comes from Paul Adornato - BMO Capital Markets.

You talked about the speeding of digital conversion at some of the theatres, and the possibility that it might feed the recognition of percentage rent. I was wondering if you could just quantify that a little bit. How much more growth in receipts do you need before you’ll hit some of those percentage rent hurdles?

Well, I think what we’ve said Paul is it’s really theatre by theatre. I think we could cross over with as little as another 10% year growth, and others are much further off depending upon where the percentage rent rate. But I think the overall aspect that we’re very excited about, especially with the 3D component, you’re already seeing a $3 upcharge that falls right to the revenue line. And as we talked about, when you move to our alternative content where you’re talking about maybe sporting events or music events, where the ticket prices moving from an average ticket of $7-$10 to an average ticket of $15-$20, that’s a meaningful movement that can seriously drive top-line revenue substantially. START FILE 5

What are the prospects of those additional events utilizing the theaters in the immediate term?

We are seeing it now in the sense that we had an entire group of our theaters that were simulcasting a UFC event; one of the mixed martial arts. I don’t know what the correct term is for that. We are doing that. We’ve seen concerts. We’ve seen it used for business events. I think the issue is, as we have consistently talked about, that the platform has to be big enough and you have to have a sufficient number of sites where someone will contract for those rights to simultaneously broadcast it. Therefore one of the issues was that the penetration level wasn’t high enough. Now with the acceptance of the importance of 3-D and how that is driving the movie business, you are seeing more digital conversion, which broadens that platform and allows you greater penetration.

Okay. So in terms of the critical mass, at the [inaudible] level, they are contracting with individual exhibitors. Is that the way it works?

Either that or on a large group like the three large guys have their group through NCM where they may be handling the contractual part of the alternative content.

Your next question comes from Andrew Dizio – Janney Montgomery Scott. Andrew Dizio – Janney Montgomery Scott: When you talk about your potential investments for the rest of the year, would that be in terms of sale/lease packs or would that be more in terms of community capital towards the construction of new charter schools or theaters?

It’s really going to be investments of in-place properties, so largely in theaters.

So lease backs, Andrew. Andrew Dizio – Janney Montgomery Scott: When you talk about your utilization rate for the charter schools, is that for the ‘09-‘10 school year? Do you have any visibility on the ’10 – ’11 year?

It is really for the ’09-’10 school year. There is really no visibility yet. That will come in the fall. Next quarter, we will begin to have some visibility on that. Andrew Dizio – Janney Montgomery Scott : When you look at your additional land interest that you have on the [Splitter Bond] property in the Kansas City area, are you seeing any interest in acquisitions or additional development on that land?

Yes, we are seeing several, at least in preliminary stages. The official groundbreaking for the casino that is going adjacent or across from the speedway was last week. So that project is going in at least initially without a large hospitality component. So there is a lot of other kind of factors that are occurring out there that seem to be driving interest in the area. Nothing at the level that we are ready to discuss. Andrew Dizio – Janney Montgomery Scott: Okay, great. Actually I do have one final question. When you look forward, again your additional investments and everything coming online, in Florida do you have any interests in becoming an unsecured debt issuer or do you think that you will stick with secure financing?

Well that is a question that really we’ve been interested in exploring. So we have some interest in it. Given the market and giving the strength of that window that has stayed open through the turmoil of credit markets at a much greater sense than did a lot of our funding, I think it is in our interest to look at that. If we have an interest in it, we will continue to examine that possibility.

Your next question comes from Rich Moore – RBC Capital Markets Rich Moore – RBC Capital Markets: Just for modeling purposes, when do you close Dundas again in the fourth quarter?

March 4. Rich Moore – RBC Capital Markets: March 4, okay. You had said that you are trying eventually to find a joint-venture partner, possibly sell it, that kind of thing. It seemed that maybe a joint-venture partner was getting closer last quarter. Is there any update on your thoughts there?

Rich, I don’t think our thoughts have changed. I think really what we wanted to do was stabilize the property and get some groups in there. I mean if we need to, I think we are still interested in exploring those ideas. You know it’s March… We are talking less than 45 days really. So we were just trying to get a flat form and a stabilization that we can grow from and at least have discussions with. Rich Moore – RBC Capital Markets: Okay, so no real update on a partner at this point.

No real update or no real change on the strategy. We have stabilized it with some of the new parties involved in the operations and buildings. Some of that ought to take place a little bit before we pick a partner. Rich Moore – RBC Capital Markets: On the theater side of things, as you are looking at theaters, originally or a short while back I think the strategy was to find landlords that had theaters that maybe needed capital or that kind of thing. Now it seems like theaters are a gold mine. I’m wondering where you are seeing potential theater acquisitions and what form might they take?

I still think the portfolio deals of opportunities. We feel very good about those that we are still having access to those. I think what it means, Rich, is that it is important to be the leader of a certain class so that if somebody… I mean it is easy to find us when you are looking for theaters. Generally, if for whatever reason, somebody may be looking to dispose it or whatever, maybe they are looking for what they think are greater opportunities somewhere else; those opportunities find their way to us. So I think we still feel very good about it. Rich Moore – RBC Capital Markets: You are seeing a pickup I take it in theater possibilities, is that true?

That’s true. Rich Moore – RBC Capital Markets: The same thing on the charter school side of things, I remember you had said I think Dave that you thought there would be 400 to 500 schools built a year. That gives you pretty good pickings for finding new opportunities. Is that accelerating as well?

I don’t really have any statistics on 400 to 500. We know that’s been the run rate. My guess is that given the political climate it probably is going to pick up, but yes we are usually looking at things that have been open 2 to 3 years Rich, so it is still picking out of that pool that have established enrollments. It is a large opportunity set. The momentum is positive in the industry I will tell you. Rich Moore – RBC Capital Markets: Then the last thing on charter schools again, that 86% is that for what is actually there or does that include what you could bill the school out to?

No that’s the quote. When we say… We realized that we were talking about occupancy and the reality is the utilization factor. All of our schools are occupied.

So they are 100% occupied in terms of being used.

But it is how much is current enrollment with regards as compared to its regulated capacity. So if we have a school that has 400 kids in it currently, but it has 500 available slots, then that is 80% utilization. We are at 86% utilization. Rich Moore – RBC Capital Markets: Okay. I did have one more thing. The wineries that you had, I didn’t quite get what you were getting at. What happened exactly in the wineries in the quarter?

In EOS, we had a winery and a vineyard property that we placed along ourselves with Farm Credit. The inventory lender had put it into receivership. We thought we did that and we did that together with them because the thought process was, Rich, that being able to sell or re-lease this property with not only the physical assets that we have, but also the inventory and brand that they may control will give us both a greater maximization of value.

This is the property with the dispute among the operator that we executed the sale/lease back with another party who is executor and acquisitioned to buy the operating interest, but it’s unclear. There is a dispute going on between the two and the receiver is in place to make sure that the brand isn’t diminished as a result of that dispute.

Your next question is from Jordan Sadler – Keybanc Capital Market Jordan Sadler – Keybanc Capital Market : I just need some clarification on the $0.7 million charge during the quarter related to a Capelli loan and debt? Would that also relate to that $1 million bad debt expense in White Plains or is that separate?

No that is really separate. The million dollars is more related to tenants, which that he has a hand in at White Plains. The $700,000 really happened at New Rochelle, another project with Capelli. That was basically that they made an unauthorized loan to our partner in that venture and we then went and seized the bank accounts and changed the manager, but we thought that we really needed to reserve that $700,000. It’s a reserve that we put in place for an unauthorized loan. We are not sure that we will ever get paid back. Jordan Sadler – Keybanc Capital Market : Okay, he is a principal partner?

He controls that partner that made the unauthorized loan. Jordan Sadler – Keybanc Capital Market : Okay and that received the proceeds.

Yes. Jordan Sadler – Keybanc Capital : As far as percentage rents go, I know they were up. Can you just explain, and you may have done this before so I apologize, but in terms of incremental investment, is there some sort of allowance, return on capital granted, to the investor or the tenant that maybe adjusts sort of the percentage rent level higher? Or do you just receive the benefit of higher rents on the back of their investment?

We receive the benefits on the back of their investment, but remember we were talking about the digital. That is generally being financed with the savings that the distributing companies are saving by moving from celluloid print and delivery to digital print and delivery.

You make the point overtly they are making an additional investment in the property, even though it may be economically subsidized by the studios. But no, we’re not adjusting our percentage rent rates as a result of this improvement of the property. Jordan Sadler – Keybanc Capital Market : It’s just inherently increasing the value of your properties.

Correct. Jordan Sadler – Keybanc Capital Market : So what do we think is the potential here for percentage rent this year versus last year rent? I know there was a substantial increase in the 1Q number over the 1Q ’09. Mark, do you have any sense?

Last year was about $1.5 million. We try not to over project percentage rents because it is not assured. I think we’re projecting upwards of $300,000 to $400,000 improvement this year over last, so this year something like $1.7 million, $1.8 million. Jordan Sadler – Keybanc Capital Market : And you’re at $700,000 so far.

Yes, it doesn’t all come in pro rata. It’s based on lease maturities. Jordan Sadler – Keybanc Capital Market : Who owns the gaming license at the Concord?

The development entity does. Jordan Sadler – Keybanc Capital Market : Gaming is illegal in the State of New York, so is the property owned by the developer and how do they have the license?

The point is that if I can go a little bit with where I think you’re going, the entitlement for the 25% gaming tax runs to the land. The actual site. The physical gaming license is in Capelli’s name, but if someone else would have gave me license could benefit that 25% gaming tax by doing it on that property. Jordan Sadler – Keybanc Capital Market : Is there a tribe associated with the land?

It’s a New York state legislature granted.. It’s not associated with Indian gaming. That’s the way most people know that lower tax rate in New York, but this is the only, this is not associated with Indian gaming. Jordan Sadler – Keybanc Capital Market : Is it a unique property in the State of New York?

Yes it is. It has site-specific legislation and the specific legislation is the only license granted and it does have to do with just this site for purposes of it being an empire district and a variety of other things and so it was unique legislation and a unique license.

Your next question comes from Jonathan Braatz - Kansas City Capital.

Returning back to [inaudible] how many of your theaters have moved to 3D and digital and how many are really engaged in offering alternative content at this time?

99% of our theaters have 3D capability. We’re already there. Our chain is pretty much there completely. The issue is mainly, is the platform big enough with other theaters, not necessarily just ours. We know across the board that there are events at our properties whether they be music or the sporting events that we talked about or live events. I would say right now of our 90 theaters, 25 – 30 are involved in those currently.

Ultimately they could all be involved in that.

That’s our hope, yes.

Secondly, any advance pre-season activity regarding the Schlitterbahn parks that you can tell us?

I don’t have that information with me. I can see if I can run that down and get back to you.

I assume they do sell pre-season --

They do.

The only reports I can give you on the advance secrets of the weekend seasons are already open in Galveston and South Padre and for the Schlitterbahn parks are those are running ahead of last year pretty substantially but I don’t have the figure at hand to give you. It’s a small, small number relative to the season coming up.

That concludes the Q&A portion. I will now turn the call back to David Brain for closing remarks.

Again, thank everyone for joining us and we always look forward to talking to you. If you need anything supplementary be in touch with us and we’ll talk to you next quarter. Thank you.

Ladies and gentlemen, that concludes today’s conference. Thank you for your participation. You may now disconnect. Have a great day.