THIS ESCROW AGREEMENT is made as of the 18th day of January, 2000, by and among the PORT
AUTHORITY OF THE CITY OF ST. LOUIS, MISSOURI, a public corporation ("Borrower"), PRESIDENT
RIVERBOAT CASINO-MISSOURI, INC., a Missouri corporation ("Company"), and U.S. TITLE
GUARANTY COMPANY, INC., a Missouri corporation, as escrow agent (the "Escrow Agent").
A. President Casinos, Inc. ("Guarantor") has entered into a Guaranty of Completion Agreement with the
Borrower of even date herewith, pursuant to which Guarantor guarantees the completion of certain improvements
by Company described in a Relocation Funding Agreement of even date herewith, as hereafter defined.
B. As further security for Guarantor's obligations under the Guaranty of Completion, Company has agreed to
place certain monies on deposit with Escrow Agent for the benefit of Borrower.
C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in that
certain Relocation Funding Agreement dated as of January 18, 2000 (the "Relocation Funding Agreement")
among the City of St. Louis, Missouri, Borrower, Company and Mercantile Bank National Association ("Bank").
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
APPOINTMENT OF ESCROW AGENT
The Escrow Agent is hereby appointed to act as Escrow Agent hereunder and agrees to accept and to hold the
Escrow Deposit (as defined in Article II hereof) in accordance with the terms hereof.
ESTABLISHMENT OF ESCROW
On the date of final signatures of the Relocation Funding Agreement, Company shall deposit with the Escrow
Agent Five Hundred Thousand Dollars ($500,000.00) (such amount, as so deposited, being referred to as the
"Escrow Deposit"), to be held by the Escrow Agent in escrow pending rele