-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cx3gDGGNdCQj3MXywqI7zBYvUBLPy0wGRwyECd/BgqvF8eGCn3hnsExZ2NrMb3Vf 7m5Qg0HTovCs6AqUZUji0Q== 0000950138-10-000657.txt : 20101019 0000950138-10-000657.hdr.sgml : 20101019 20101019170120 ACCESSION NUMBER: 0000950138-10-000657 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20101019 DATE AS OF CHANGE: 20101019 GROUP MEMBERS: GFIL HOLDINGS, LLC GROUP MEMBERS: JEFFREY D. GOLDSTEIN GROUP MEMBERS: RICHARD A. GOLDSTEIN GROUP MEMBERS: ROBERT S. GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISLE OF CAPRI CASINOS INC CENTRAL INDEX KEY: 0000863015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411659606 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43494 FILM NUMBER: 101130884 BUSINESS ADDRESS: STREET 1: 600 EMERSON ROAD STREET 2: SUITE 300 CITY: SAINT LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3148139200 MAIL ADDRESS: STREET 1: 600 EMERSON ROAD STREET 2: SUITE 300 CITY: SAINT LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: CASINO AMERICA INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ANUBIS II CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GFIL Holdings, LLC CENTRAL INDEX KEY: 0001502690 IRS NUMBER: 272935885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2117 STATE STREET, SUITE 300 CITY: BETTENDORF STATE: IA ZIP: 52722 BUSINESS PHONE: 563-344-5100 MAIL ADDRESS: STREET 1: 2117 STATE STREET, SUITE 300 CITY: BETTENDORF STATE: IA ZIP: 52722 SC 13D 1 schedule13d.htm SCHEDULE 13D schedule13d.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Isle of Capri Casinos, Inc.
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

147575104
(CUSIP Number)

Robert L. Newmark

Bryan Cave LLP

One Metropolitan Square

211 North Broadway, Suite 3600

St. Louis, MO 63102

(314) 259-2000

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

10/15/2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [__]

(Continued on following pages)

CUSIP No. 147575104 Schedule 13D Page 1 of 10

1. NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
JEFFREY D. GOLDSTEIN

2.         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
                                                                                                                              a.   [_ ]
                                                                                                                              b.   [X]

3. SEC USE ONLY:

4. SOURCE OF FUNDS (See Instructions): Not Applicable

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.

7. SOLE VOTING POWER: 36,000 shares

NUMBER OF

BENEFICIALLY 8. SHARED VOTING POWER: 16,164,933 shares

OWNED BY

EACH

REPORTING 9. SOLE DISPOSITIVE POWER: 36,000 shares

PERSON

WITH

10. SHARED DISPOSITIVE POWER: 16,164,933 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

16,200,933 shares

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.5%

14. TYPE OF REPORTING PERSON: IN

CUSIP No. 147575104 Schedule 13D Page 2 of 10

1. NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
RICHARD A. GOLDSTEIN

3. SEC USE ONLY:

4. SOURCE OF FUNDS (See Instructions): Not Applicable

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.

7. SOLE VOTING POWER: 29,465 shares

NUMBER OF

BENEFICIALLY 8. SHARED VOTING POWER: 16,164,933 shares

OWNED BY

EACH

REPORTING 9. SOLE DISPOSITIVE POWER: 29,465 shares

PERSON

WITH

10. SHARED DISPOSITIVE POWER: 16,164,933 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

16,194,398 shares

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.5%

14. TYPE OF REPORTING PERSON: IN

CUSIP No. 147575104 Schedule 13D Page 3 of 10

1. NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
ROBERT S. GOLDSTEIN

2.         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
                                                                                                                              a.   [    ]
                                                                                                                              b.   [X ]

3. SEC USE ONLY:

4. SOURCE OF FUNDS (See Instructions): Not Applicable

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.

7. SOLE VOTING POWER: 67,194 shares

NUMBER OF

BENEFICIALLY 8. SHARED VOTING POWER: 16,164,933 shares

OWNED BY

EACH

REPORTING 9. SOLE DISPOSITIVE POWER: 67,194 shares

PERSON

WITH

10. SHARED DISPOSITIVE POWER: 16,164,933 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

16,232,127 shares

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.6%

14. TYPE OF REPORTING PERSON: IN

CUSIP No. 147575104 Schedule 13D Page 4 of 10

1. NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
GFIL HOLDINGS, LLC

2.         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
                                                                                                                              a.   [__]
                                                                                                                              b.   [X ]

3. SEC USE ONLY:

4. SOURCE OF FUNDS (See Instructions): OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE

7. SOLE VOTING POWER: 16,065,457 shares

NUMBER OF

BENEFICIALLY 8. SHARED VOTING POWER: 0 shares

OWNED BY

EACH

REPORTING 9. SOLE DISPOSITIVE POWER: 16,065,457 shares

PERSON

WITH

10. SHARED DISPOSITIVE POWER: 0 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

16,065,457 shares

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.1%

14. TYPE OF REPORTING PERSON: OO

CUSIP No. 147575104 Schedule 13D Page 5 of 10

EXPLANATORY NOTE: This Amendment No. 8 is being filed to report that the persons filing this Schedule 13D (the “Filing Persons”) have entered into a Contribution Agreement, dated as of October 15, 2010 (the “Contribution Agreement”), pursuant to which the Filing Persons and certain other Goldstein family trusts or entities, including Goldstein Group, Inc., B.I.J.R.R. Isle, Inc., B.I. Isle Partnership, L.P., Rob Isle Partnership, L.P., Rich Isle Partnership, L.P., Jeff Isle Partnership, L.P., I.G. Isle Partnership, and the Robert S. Goldstein 2008 Irrevocable Trust (collectively, the “Goldstein Family Group”) have contributed their respective shares of common stock, par value $.01 per share (the “Common Stock”), of Isle of Capri Casinos, Inc., a Delaware corporation (“ Isle of Capri” or the “Issuer”), to GFIL Holdings, LLC, a Delaware limited liability company (“GFIL”), in exchange for membership interests in GFIL. The Goldstein Family Group has formed GFIL and entered into the transactions set forth in the Contribution Agreement to provide for the collective ownership of their shares of the Common Stock. As a result of the contributions of Common Stock pursuant to the Contribution Agreement, each of Goldstein Group, Inc., B.I.J.R.R. Isle, Inc., B.I. Isle Partnership, L.P., Rob Isle Partnership, L.P., Rich Isle Partnership, L.P., Jeff Isle Partnership, L.P., I.G. Isle Partnership, and the Robert S. Goldstein 2008 Irrevocable Trust no longer have any voting or investment power over the Common Stock and, accordingly, are not included as Filing Persons to this Amendment No. 8 to Schedule 13D.

In addition, this Amendment No. 8 reports that the parties to that certain Agreement, dated as of April 30, 2010 (the “Goldstein Family Agreement”), have terminated the Goldstein Family Agreement effective as of October 15, 2010. As previously reported, the Goldstein Family Agreement included, among other things, an agreement by the parties thereto to coordinate their efforts with each other with respect to their ownership of securities of the Issuer and ensure that their respective interests were appropriately considered by the Board of Directors of the Issuer. In addition, this Amendment No. 8 reports that the actions contemplated by that certain Agreement, dated as of June 27, 2010 (the “Governance Agreement”), entered into by certain members of the Goldstein family and the Issuer with respect to proposed amendments to the Issuer’s certificate of incorpor ation and bylaws and other corporate governance matters has terminated in accordance with its terms such that the amendments and corporate governance matters did not go into effect.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Jeffrey D. Goldstein, Richard A. Goldstein, Robert S. Goldstein and GFIL Holdings, Inc.

(a) - (c) Jeffrey D. Goldstein is a Director of Isle of Capri and the brother of Richard A. Goldstein and Robert S. Goldstein. Jeffrey D. Goldstein is the Chairman and President of Alter Company, a wholly-owned subsidiary of the Goldstein Group, Inc., whose principal business is the transportation of commodities on the inland waterways, the Vice Chairman of the Board and President of Goldstein Group, Inc., and is a member of the Board of Managers of GFIL Holdings, Inc. Jeffrey D. Goldstein’s business address is 2117 State Street, Suite 300, Bettendorf, Iowa 52722.

Richard A. Goldstein is a Director of Isle of Capri and the brother of Jeffrey D. Goldstein and Robert S. Goldstein, Vice President of Alter Trading Corporation, a wholly-owned subsidiary of the Goldstein Group, Inc., whose principal business is scrap metal recycling, Executive Vice President of Goldstein Group, Inc., and is a member of the Board of Managers of GFIL Holdings, Inc. Richard A. Goldstein’s business address is 700 Office Parkway, St. Louis, Missouri 63141. Alter Trading Corporation has no ownership of securities of Isle of Capri.

Robert S. Goldstein is a Director and Vice Chairman of Isle of Capri, and the brother of Jeffrey D. Goldstein and Richard A. Goldstein. Robert S. Goldstein is the Chairman, Chief Executive Officer and President of Alter Trading Corporation and has been associated with

CUSIP No. 147575104 Schedule 13D Page 6 of 10

that company since 1977, the Chairman of the Board and CEO of Goldstein Group, Inc., and is a member of the Board of Managers of GFIL Holdings, Inc. Mr. Goldstein’s business address is 700 Office Parkway, St. Louis, Missouri 63141.

GFIL Holdings, LLC is a Delaware limited liability company formed by certain members of the Goldstein Family for the purpose of providing for the collective ownership of their shares of Isle of Capri. The business address of GFIL Holdings, LLC is 2117 State Street, Suite 300, Bettendorf, Iowa 52722.

(d) - (e) During the last five years, none of the persons filing this Schedule 13D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each of the persons filing this report is the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The members of the Goldstein Family Group have entered into a Contribution Agreement, dated as of October 15, 2010 (the “Contribution Agreement”), pursuant to which the Filing Persons and certain other Goldstein family trusts or entities (collectively, the “Goldstein Family Group”) have contributed an aggregate of 16,065,457 shares of common stock, par value $.01 per share (the “Common Stock”), of Isle of Capri Casinos, Inc., a Delaware corporation (“Isle of Capri” or the “Issuer”), to GFIL Holdings, LLC, a Delaware limited liability company (“GFIL”), in exchange for an aggregate of 16,065,457 units of membership interests in GFIL. For purposes of the Contribution Agreement, the value associated with each share of Common Stock contributed by the members of the Goldstein Family Group was $7.89, which was the closing price of the C ommon Stock on October 14, 2010, as reported by the Nasdaq Stock Market. A copy of the Contribution Agreement is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 4. PURPOSE OF TRANSACTION

As set forth in Item 3 above, as of October 15, 2010, the members of the Goldstein Family Group have entered into the Contribution Agreement pursuant to which the members of the Goldstein Family Group have contributed an aggregate of 16,065,457 shares of Common Stock to GFIL in exchange for an aggregate of 16,065,457 units of membership interests in GFIL. The Goldstein Family Group has formed GFIL and entered into the transactions set forth in the Contribution Agreement to provide for the collective ownership of their shares of the Common Stock. GFIL is managed by a board of managers consisting of representatives elected by the members of three family groups. The initial managers are Jeffrey D. Goldstein, Richard A. Goldstein and Robert S. Goldstein.

As previously disclosed, the Filing Persons and certain other members of the Goldstein family were previously parties to an Agreement, dated as of April 30, 2010 (the “Goldstein Family Agreement”), related to their ownership of the Issuer’s stock. The Goldstein Family Agreement included, among other things, an agreement by the parties to coordinate their efforts with each other with respect to their ownership of securities of the Issuer and ensure the interests of the Goldstein family were appropriately considered by the Board of Directors of the Issuer. In connection with the contribution of Common Stock to GFIL pursuant to the Contribution Agreement, the parties terminated the Goldstein Family Agreement effective as of O ctober 15, 2010.

CUSIP No. 147575104 Schedule 13D Page 7 of 10

As previously disclosed, the Filing Persons and certain other Goldstein family trusts or entities and a Special Committee of the Board of Directors of the Company engaged in various discussions directed at facilitating a proposed public offering of Common Stock by the Issuer while giving due consideration of the majority ownership position of the Goldstein family. On June 27, 2010, members of the Goldstein family and the Issuer entered into an Agreement, dated as of June 27, 2010 (the “Governance Agreement”), pursuant to which the Goldstein family agreed to approve certain amendments to the Issuer’s certificate of incorporation and the Issuer’s bylaws and agreed to support the Issuer’s efforts to raise capital. Under the terms of the Governance Agreement, if an underwriting ag reement with respect to a firm commitment underwritten offering of shares of the Common Stock was not executed on or prior to July 23, 2010, the agreement would lapse and, as a result, the amendments to the certificate of incorporation and bylaws and other governance matters would not go into effect. Before July 23, 2010, the Issuer postponed its planned public offering and the Governance Agreement provisions did not go into effect.

Except as set forth herein, the Filing Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Filing Persons intends to review its holdings in the Issuer from time to time. Depending upon various factors, the Filing Persons may at any time determine to sell all or part of their holdings in the Issuer, acquire additional shares of Common Stock, in either case in the open market, in privately negotiated transactions or otherwise, or engage or participate in a transaction or series of transactions with the purpose or effect of influencing control over the Issuer. These factors include, without limitation:

• the price and availability of the Common Stock,

• subsequent developments affecting the Issuer,

• the business prospects of the Issuer,

• global and U.S. market and economic conditions,

• tax and estate planning considerations,

• other investment and business opportunities available to the Filing Persons,

• changes in law or government regulations,

• the costs associated with maintaining the public listing of the Issuer,

• discussions with the Issuer’s Board of Directors, management and third parties, and

• other factors deemed relevant by the persons filing this schedule.

* * * * * *

Each of Jeffrey D. Goldstein, Richard A. Goldstein and Robert S. Goldstein is a member of the Board of Directors of Isle of Capri. In such capacities, each of them is party to decision-making that from time to time involves matters related to those described in Items 4(b) through (j) of Schedule 13D. Responses set forth herein refer to plans or proposals of the Filing Persons only, and are not intended to include decisions of Isle of Capri in which Jeffrey D. Goldstein, Robert S. Goldstein or Richard A. Goldstein may participate as members of the Board of Directors of Isle of Capri. Each of Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein expressly disclaims any obligation to report on any plans or proposals with respect to the transactions described in this Item 4 that develop solely as a result of his involvement in the ongoing management of Isle of Capri a s a member of its Board of Directors.

CUSIP No. 147575104 Schedule 13D Page 8 of 10

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) As of the date of this Schedule 13D, the persons filing this Schedule 13D Amendment beneficially owned in the aggregate 16,297,592 shares of Common Stock, or approximately 49.8% of the issued and outstanding shares of Common Stock. The percentage above is calculated based upon the 32,747,672 shares of Common Stock issued and outstanding (which number excludes shares held by Isle of Capri) as of August 31, 2010.

(b) The number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is reflected in the table below for each of the persons filing this Schedule 13D Amendment:

Name

Sole Voting

Shared Voting

Sole Dispositive
Power

Shared
Dispositive

Power

Jeffrey D. Goldstein

Richard A. Goldstein

Robert S. Goldstein

GFIL Holdings, LLC

36,000

29,465

67,194

16,065,457 (4)

16,164,933 (1)

16,164,933 (2)

16,164,933 (3)

36,000

29,465

67,194

16,065,457 (4)

16,164,933 (1)

16,164,933 (2)

16,164,933 (3)

___________________

(1) Includes 16,065,457 shares of which Jeffrey D. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership, 75,000 shares in a family private foundation of which he is a director, and 24,476 shares held in an IRA account over which Mr. Goldstein has a power of attorney which includes voting and dispositive power. Such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares.

(2) Includes 16,065,457 shares of which Richard A. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership, 75,000 shares in a family private foundation of which he is a director, and 24,476 shares held in an IRA account over which Mr. Goldstein has a power of attorney which includes voting and dispositive power. Such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares.

(3) Includes 16,065,457 shares of which Robert S. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership, 75,000 shares in a family private foundation of which he is a director, and 24,476 shares held in an IRA account over which Mr. Goldstein has a power of attorney which includes voting and dispositive power. Such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares.

(4) Shares owned by GFIL Holdings, Inc. are reported as beneficially owned by Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein.

CUSIP No. 147575104 Schedule 13D Page 9 of 10

Except to the extent expressly stated herein, each Filing Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Filing Person.

(c) Except as described in Item 3 hereof, the persons filing this Schedule 13D amendment did not engage in any transactions in shares of Isle of Capri during the last 60 days except that on October 5, 2010, Jeffrey D. Goldstein, Richard A. Goldstein and Robert S. Goldstein received a grant of 21,197, 21,197, and 38,861 shares of restricted stock, respectively.

(d) To the knowledge of the persons filing this Schedule 13D amendment, no other persons, have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, the shares owned by such persons.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended to add the following:

On October 15, 2010, the members of the Goldstein Family Group entered into the Contribution Agreement, the terms of which are described in Item 3 hereof and incorporated by reference herein.

As described in Item 4 hereof and incorporated by reference herein, in connection with the contribution of Common Stock to GFIL pursuant to the Contribution Agreement, the parties to the Goldstein Family Agreement terminated the Goldstein Family Agreement effective as of October 15, 2010.

On July 23, 2010, the actions contemplated by the Governance Agreement did not go into effect in accordance with the terms of the Governance Agreement, as described in Item 4 hereof and incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is amended to add the following:

Exhibit Description

99.1 Contribution Agreement, dated as of October 15, 2010, by and among GFIL Holdings, LLC, Richard A. Goldstein, Jeffrey D. Goldstein Trust, Richard A. Goldstein Trust, Robert S. Goldstein Trust, Goldstein Group, Inc., B.I. Isle Partnership, L.P., Rob Isle Partnership, L.P., Rich Isle Partnership, L.P., Jeff Isle Partnership, L.P., I.G. Isle Partnership, Jeffrey D. Goldstein 2008 Irrevocable Trust, Richard A. Goldstein 2008 Irrevocable Trust and Robert S. Goldstein 2008 Irrevocable Trust.

99.2 Termination Agreement, dated as of October 15, 2010, by and among Jeffrey D. Goldstein, Richard A. Goldstein, Robert S. Goldstein, Goldstein Group, Inc., B.I.J.R.R. Isle, Inc., B.I. Isle Partnership, L.P., Rob Isle Partnership, L.P., Rich Isle Partnership, L.P., Jeff Isle Partnership, L.P., I.G. Isle Partnership, L.P., Robert S. Goldstein 2008 Irrevocable Trust, Joshua Millan and Nathan Millan.

99.3 Joint Filing Agreement and Power of Attorney dated as of October 15, 2010.

CUSIP No. 147575104 Schedule 13D Page 10 of 10

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 15, 2010

/s/ Jeffrey D. Goldstein

Jeffrey D. Goldstein

/s/ Richard A. Goldstein

Richard A. Goldstein

/s/ Robert S. Goldstein

Robert S. Goldstein

GFIL HOLDINGS, LLC

By: /s/ Robert S. Goldstein*

Robert S. Goldstein, its Attorney-in-Fact

*By: /s/ Robert S. Goldstein

Robert S. Goldstein

Attorney-in-Fact

EX-99 2 contributionagreementgfil_v6.htm EXHIBIT 99.1 CONTRIBUTION AGREEMENT contributionagreementgfil_v6.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.1

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of this 15th day of October, 2010, by and among GFIL Holdings, LLC, a Delaware limited liability company (“GFIL”), and each of the parties set forth on the signature pages hereto (each, a “Securityholder” and collectively, the “Securityholders”).

RECITALS

WHEREAS, each Securityholder is the record or beneficial owner of shares of the common stock, par value $.01 per share (the “Common Stock”), of Isle of Capri Casinos, Inc., a Delaware corporation, as set forth in Exhibit A attached hereto;

WHEREAS, to provide for the collective ownership of the Common Stock owned by Securityholders and other perceived benefits, the Securityholders have determined it advisable to contribute their respective shares of Common Stock set forth on Exhibit A to GFIL in exchange for newly-issued units of membership interests in GFIL (“Units”) pursuant to the terms and conditions set forth herein (the “Contributions”); and

WHEREAS, each of the parties hereto desires to set forth certain representations, warranties, covenants and indemnity obligations made to induce the others to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises, the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

ARTICLE 1

CONTRIBUTIONS TO GFIL

1.1 Contributions to GFIL.

Subject to the terms and conditions hereof and effective as of the date hereof, each Securityholder hereby irrevocably contributes, assigns, transfers, conveys and delivers to GFIL as capital all legal and beneficial right title and interest in and to the Common Stock set forth opposite such Securityholder’s name on Exhibit A hereto, free and clear of all liens, proxies, powers of attorney, voting trusts and voting agreements and arrangements (collectively, “Encumbrances”), except for any such Encumbrances arising under applicable federal and state securities laws; provided that nothing herein shall be deemed to modify, alter, rescind or revoke any such existing Encumbrance on the shares, partnership interests or membership interests evidencing ownership in any Securityholder. In connection with the Contributions, on the date hereof each such Securityholder shall (i) either (a) deliver to GFIL all original stock certificates or other documents representing the Common Stock contributed by such Securityholder and any executed stock powers or other documents of transfer which GFIL shall reasonably request, or (b) cause the broker or other custodian holding the Common Stock beneficially owned by the Securityholder in “street name” to deliver the Common Stock to GFIL’s account as directed by GFIL, (ii) execute and deliver to GFIL that certain Limited Liability Agreement of GFIL Holdings, LLC dated as of June 28, 2010 in the

form attached hereto as Exhibit B (the “Operating Agreement”). Simultaneously upon Goldstein Group, Inc.’s contribution in connection with this Agreement, GFIL hereby agrees to refund its initial capital contribution of twenty dollars ($20.00).

1.2 Acceptance of Contribution; Issuance of Units.

GFIL hereby accepts the Contributions of the Securityholders set forth in Section 1.1 hereof and, in exchange for the Contributions, GFIL hereby (i) issues to each Securityholder the number of Units set forth opposite such Securityholder’s name on Exhibit C hereto, and (ii) admits each Securityholder as a Member subject to the terms and conditions set forth in the Operating Agreement. Effective on the date hereof, GFIL hereby amends Exhibit A to the Operating Agreement to reflect the issuance of the Units as reflected on Exhibit C hereto.

1.3 Synchronization.

In order to assure consistent treatment of the Contributions, the parties agree that (a) the transfers effected hereby shall be deemed to have occurred on the date hereof notwithstanding any other date recorded in the stock transfer records of Isle of Capri Casinos, Inc or the clearing brokerage firm, and (b) the value associated with each share of Common Stock included within the Contributions shall be, for all purposes, $7.89, which was the closing price for the shares of Common Stock at the close of The NASDAQ Stock Market on the last trading day prior to the date hereof.

ARTICLE 2
REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE SECURITYHOLDERS

Each of the Securityholders, individually and not jointly, hereby represents and warrants to GFIL and the other Securityholders as follows:

2.1 Authorization.

(a) The Securityholder has the requisite right, power and authority to enter into this Agreement and the agreements and documents related hereto to which it is a party and to consummate the transactions contemplated by, and otherwise to comply with and perform its obligations under, this Agreement and the agreements related hereto;

(b) &nb sp; The execution and delivery by the Securityholder of this Agreement and the agreements related hereto to which such Securityholder is a party and the consummation by the Securityholder of the transactions contemplated by, and other compliance with and performance of its obligations under, this Agreement and the agreements related hereto have been duly authorized by all necessary corporate, partnership or other action, as the case may be, on the part of such Securityholder in compliance with governing or applicable agreements, instruments or other documents and applicable law;

(c) Each of this Agreement and the agreements related hereto to which the Securityholder is a party constitutes the valid and binding agreement of the Securityholder that is enforceable against each Securityholder in accordance with its terms, except as enforceability

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may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization, or other similar laws affecting creditor’s rights generally and to the discretionary nature of specific performance and other equitable remedies; and

(d) The Securityholder has good and marketable title to the Common Stock set forth opposite its name on Exhibit A hereto, free and clear of all Encumbrances, except those restrictions imposed by applicable securities laws.

2.2 No Violation.

The execution and delivery by Securityholder of this Agreement and the related agreements referred to herein and the consummation by Securityholder of the transactions contemplated by, and other compliance with or performance under, them, do not (and will not with the passage of time or the giving of notice or both) constitute a violation of, be in conflict with, or constitute a default under (a) any term or provision of any organizational document applicable to such Securityholder, (b) any contract, agreement, commitment, undertaking or understanding to which such Securityholder is a party or by which it or any of its properties are subject or bound, (c) any judgment, decree or order of any governmental authority to which Securityholder or any of its properties are subject or bound, or (d) any applicable law, except for any of the foregoing which would not, individually or in the aggreg ate, materially impair the ability of the Securityholder to perform this Agreement.

2.3 No Consents Required,

To the knowledge of Securityholder, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority, regulatory authority, or other public or private third party on the part of Securityholder is required in connection with its execution or delivery of, or its performance under, this Agreement or its consummation of the transactions contemplated by this Agreement, except as may have been obtained by Securityholder prior to the date hereof and except (i) as has been obtained or made by the Securityholder prior to the date hereof, and (ii) compliance with certain reporting requirements under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.4 Further Assurances.

The Securityholder from time to time after the Closing Date shall at GFIL’s request, execute, acknowledge and deliver to GFIL such instruments and conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications, and further assurances as GFIL may reasonably require in order to carry out, evidence and confirm the intended purposes of this Agreement.

2.5 Limited Power of Attorney.

For purposes of facilitating the transactions contemplated herein, by execution of this Agreement each of the Securityholders hereby irrevocably constitutes and appoints Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein, and each of them, with full power of substitution, his agent and attorney-in-fact, in his name, place and stead, to make, execute, acknowledge, swear to, and deliver and publish any and all stock powers, transfer acknowledgements and any and all other documents and instruments that may be required or advisable to be executed and delivered by the Securityholder to effect the transactions contemplated herein. It is expressly understood and intended by each Securityholder that the grant of the foregoing power of attorney is coupled with an interest and shall be irrevocable. Said power of attorney shall survive the death, bankruptcy or mental incapacit ation

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of such Securityholder, to the extent he may legally contract for such survival. Any person dealing with GFIL may conclusively presume and rely upon the fact that any instrument referred to above, executed by such agent and attorney-in-fact, is authorized, regular and binding, without further inquiry. If required, each Securityholder shall execute and deliver to GFIL, within five days after the receipt of a request therefor, such further designations, powers of attorney or other instruments that such agent and attorney-in-fact shall reasonably deem necessary for purposes of this provision.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF GFIL

GFIL hereby represents and warrants to each of the Securityholders on the date of this Agreement as follows:

3.1 Corporate Existence; Charter and By-Laws.

GFIL is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. GFIL has the requisite limited liability company power and authority to own, operate and lease its properties and to carry on its business as currently conducted. True and correct copies of the Certificate of Formation of GFIL and the Operating Agreement as currently in effect are attached hereto as Exhibit B.

3.2 Authorization.

(a) GFIL has the right, power and authority to enter into this Agreement and the related agreements referred to herein, and to consummate the transactions contemplated by, and otherwise to comply with and to perform under, this Agreement and the related agreements referred to herein;

(b) The execution and delivery by GFIL of this Agreement and the related agreements referred to herein, and the consummation by GFIL of the transactions contemplated by, and other compliance with or performance under this Agreement and the related agreements referred to herein, have been duly authorized by all necessary action on the part of GFIL in compliance with governing or applicable agreements, instruments or other documents to which GFIL is a party (including the Certificate of Formation and Operating Agreement of GFIL) and applicable law; and

(c) This Agreement and the related agreements referred to herein constitute the valid and binding agreements of GFIL that are enforceable against GFIL in accordance with their terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization, or other similar laws affecting creditor’s rights generally and to the discretionary nature of specific performance and other equitable remedies.

3.3 No Violation.

The execution and delivery by GFIL of this Agreement and the related agreements referred to herein and the consummation by GFIL of the transactions contemplated by, and other compliance with or performance under, them, do not (and will not with the passage of time or the giving of notice or both) constitute a violation of, be in conflict

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with, or constitute a default under (a) any term or provision of the Certificate of Formation or Operating Agreement of GFIL, (b) any contract, agreement, commitment, undertaking or understanding to which GFIL is a party or by which it or any of its properties are subject or bound, (c) any judgment, decree or order of any governmental authority to which GFIL or any of its properties are subject or bound, or (d) any applicable law, except for any of the foregoing which would not, individually or in the aggregate, materially impair the ability of GFIL to perform this Agreement.

3.4 No Consents Required.

To the knowledge of GFIL, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority, regulatory authority, or other public or private third party on the part of GFIL is required in connection with its execution or delivery of, or its performance under, this Agreement or its consummation of the transactions contemplated by this Agreement, except as may have been obtained by GFIL prior to the date hereof and except (i) as has been obtained or made by the Securityholder prior to the date hereof, and (ii) compliance with certain reporting requirements under Section 13(d) of the Exchange Act.

3.5 Units Validly Issued.

All of the Units to be issued to the Securityholders pursuant to the terms of this Agreement, are duly authorized, validly issued, fully paid and non-assessable.

ARTICLE 4
FEDERAL AND OTHER SECURITIES LAWS

4.1 Investment Representations.

(a) This Agreement is made with each Securityholder in reliance upon each Securityholder’s representations to GFIL, which by its execution hereof each Securityholder hereby confirms, that the Units to be received by it pursuant to this Agreement will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same. By executing this Agreement, each Securi tyholder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Units.

(b) Each Securityholder understands that the Units are not registered under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the sale provided for in this Agreement and the issuance of Units hereunder should be exempt from registration under the Securities Act and that GFIL’s reliance on such exemption is predicated on each Securityholder’s representations set forth herein.

(c) Each Securityholder represents that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act.

(d) Each Securityholder represents that it is experienced in evaluating and investing in companies such as GFIL, is able to fend for itself in the transactions contemplated by

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this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. Each Securityholder further represents that it has had access, during the course of the transaction and prior to its purchase of the Units, to certain additional information regarding GFIL and its operations and that it has had, during the course of the transaction and prior to its execution hereof, the opportunity to ask questions of, and to receive answers from GFIL concerning the terms and conditions of the offering of the Units and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access.

(e) Each Securityholder understands that the Units may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Units or an available exemption from registration under the Securities Act, the Units must be held indefinitely. Each Securityholder represents that, in the absence of an effective registration statement covering the Units, it will sell, transfer or otherwise dispose of the Securities only in a manner consistent with its representations set forth herein and pursuant to a valid exemption from registration.

(f) Each Securityholder acknowledges that transfer and assignment of the Units is restricted under the terms of the Operating Agreement, and represents that the Securityholder will not transfer or assign of the Units except in accordance with the provisions of the Operating Agreement.

ARTICLE 5
MISCELLANEOUS

5.1 Indemnification.

By execution of this Agreement, each Securityholder hereby acknowledges that GFIL shall be entitled to full indemnification by such Securityholder of the following:

(a) any and all loss, liability or damage (including judgments and settlement payments) incurred by GFIL incident to, arising in connection with or resulting from any misrepresentation, breach, nonperformance or inaccuracy of any representation, warranty or covenant by such Securityholder made or contained in this Agreement or in any exhibit, certificate or other document executed and delivered to GFIL by such Securityholder; and

(b) any and all costs, expenses and all other actual damages incurred in claiming, contesting or remedying any breach, misrepresentation, nonperformance or inaccuracy described above, or in enforcing its rights to indemnification hereunder, including, by way of illustration and not limitation, all legal and accounting fees, other professional expenses and all filing fees and collection costs incident thereto and all such fees, costs and expenses incurred in defending claims which, if successfully prosecuted, would have resulted in loss, liability, cost, expense or other damages.

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5.2 Waiver.

By execution of this Agreement, each Securityholder hereby acknowledges that Goldstein Group, Inc. has pledged its Units (as defined in the Operating Agreement) in GFIL pursuant to the terms of a pledge agreement with The National Bank (the “Pledge”). With respect to such Pledge by Goldstein Group, Inc., each Securityholder hereby waives any restrictions on Transfer (as defined in the Operating Agreement) pursuant to Article XI of the Operating Agreement that otherwise might have prevented the Pledge and hereby consents to the Pledge.

5.3 Notices.

Any notices or other communications required or permitted hereunder to GFIL shall be sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, addressed as follows

GFIL Holdings, LLC

2117 State Street, Suite 300

Bettendorf, Iowa 52722

Attn: Board of Managers

or such substituted address of as GFIL shall have given notice to the others in writing in the manner set forth in this Section 5.2.

In the case of any Securityholder, any notices or other communications required or permitted hereunder shall be sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the address of such Securityholder as reflected on the books and records of GFIL or such substituted address of the Securityholder as such Securityholder shall have given notice to GFIL in writing in the manner set forth in this Section 5.2.

5.4 Amendment.

This Agreement may be amended or modified in whole or in part only by an agreement in writing executed by all parties hereto and making specific reference to this Agreement.

5.5 Counterparts.

This Agreement may be executed in one or more counterparts including signatures received by facsimile, all of which taken together shall constitute one instrument.

5.6 Binding on Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto and their respective successors and assigns in accordance with the terms hereof. No Securityholder may assign its interest under this Agreement without the prior written consent of GFIL.

5.7 Severability.

In the event that any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement and any other application thereof shall not in any way be affected or impaired thereby; provided, however, that to the extent permitted by applicable law, any invalid, illegal, or unenforceable provision may be

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considered for the purpose of determining the intent of the parties in connection with the other provisions of this Agreement.

5.8 Headings.

The headings in the sections and subsections of this Agreement are inserted for convenience only and in no way alter, amend, modify, limit or restrict the contractual obligations of the parties.

5.9 Expenses.

Each of the parties hereto shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated, including, but not limited to, legal and accounting fees and expenses.

5.10 Exhibits.

All Exhibits attached to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

5.11 Entire Agreement.

All prior negotiations and agreements among the parties hereto are superseded by this Agreement, and there are no representations, warranties, understandings or agreements other than those expressly set forth herein or in an Exhibit delivered hereto, except as modified in writing concurrently herewith or subsequent hereto.

5.12 Governing Law.

This Agreement shall be governed by and construed and interpreted according to the laws of the State of Delaware, determined without reference to conflicts of law principles.

[the remainder of this page is left intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

GFIL Holdings, LLC

By: /s/ Jeffrey D. Goldstein

Name: Jeffrey D. Goldstein

Title: Manager

By: /s/ Richard A. Goldstein_____ _

Name: Richard A. Goldstein

Title: Manager

By: /s/ Robert S. Goldstein_______

Name: Robert S. Goldstein

Title: Manager

/s/ Richard A. Goldstein_ _

Richard A. Goldstein

Jeffrey D. Goldstein Trust

By: /s/ Jeffrey D. Goldstein

Name: Jeffrey D. Goldstein

Title: Trustee

-9-

	Richard A. Goldstein Trust By: /s/ Richard A. Goldstein___ Name: Richard A. Goldstein Title: Trustee
	Robert S. Goldstein Trust By: /s/ Robert S. Goldstein Name: Robert S. Goldstein Title: Trustee
	Goldstein Group, Inc., an Iowa corporation By: /s/ Jeffrey D. Goldstein Name: Jeffrey D. Goldstein Title: President
	B.I. Isle Partnership, L.P., a Missouri limited partnership By: B.I.J.R.R. Isle, Inc., a Missouri corporation, its general partner By: /s/ Robert S. Goldstein Name: Robert S. Goldstein Title: President

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Rob Isle Partnership, L.P., a Missouri limited partnership

By: B.I.J.R.R. Isle, Inc., a Missouri corporation, its general partner

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: President

Rich Isle Partnership, L.P., a Missouri limited partnership

By: B.I.J.R.R. Isle, Inc., a Missouri corporation, its general partner

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: President

Jeff Isle Partnership, L.P., a Missouri limited partnership

By: B.I.J.R.R. Isle, Inc., a Missouri corporation, its general partner

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: President

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I.G. Isle Partnership, L.P., a Missouri limited partnership

By: B.I.J.R.R. Isle, Inc., a Missouri corporation, its general partner

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: President

Jeffrey D. Goldstein 2008 Irrevocable Trust

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: Trustee

By: /s/ Richard A. Goldstein

Name: Richard A. Goldstein

Title: Trustee

By: /s/ Samantha M. Goldstein_

Name: Samantha M. Goldstein

Title: Trustee

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Richard A. Goldstein 2008 Irrevocable Trust

By: /s/ Jeffrey D. Goldstein

Name: Jeffrey D. Goldstein

Title: Trustee

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: Trustee

Robert S. Goldstein 2008 Irrevocable Trust

By: /s/ Michael F. Goldstein

Name: Michael F. Goldstein

Title: Trustee

By: /s/ Marc D. Goldstein

Name: Marc D. Goldstein

Title: Trustee

By: /s/ Lauren S. Goldstein

Name: Lauren S. Goldstein

Title: Trustee

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	EXHIBIT A

Securityholder Ownership of Common Stock

Record Owner/Account Name		Number of Shares

B.I. Isle Partnership, L.P.		4,502,625
Goldstein Group, Inc.		2,898,243
Jeff Isle Partnership, L.P.		1,400,000
Rob Isle Partnership, L.P.		1,400,000
Rich Isle Partnership, L.P.		1,400,000
I.G. Isle Partnership, L.P.		570,490
Jeffrey D. Goldstein 2008 Irrevocable Trust		540,000
Robert S. Goldstein 2008 Irrevocable Trust		540,000
Richard A. Goldstein 2008 Irrevocable Trust		540,000
Jeffrey D. Goldstein Trust		817,109
Robert S. Goldstein Trust		780,966
Richard A. Goldstein Trust		671,222
Richard A. Goldstein		4,802

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EXHIBIT B

Certificate of Formation and Operating Agreement of GFIL

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EXHIBIT C

Member Name and Address	Capital Contributions	Number and Kind of Units	Family Designation

BI Isle Partnership, L.P. c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$35,525,711.25	4,502,625	N/A
Goldstein Group, Inc. 2117 State Street Suite 300 Bettendorf, Iowa 52722	$22,867,137.27	2,898,243	N/A
Jeff Isle Partnership, L.P. c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$11,046,000.00	1,400,000	Jeff Family
Rob Isle Partnership, L.P. c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$11,046,000.00	1,400,000	Rob Family
Rich Isle Partnership, L.P. c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$11,046,000.00	1,400,000	Rich Family
Robert S. Goldstein Trust u/a dated 3/15/2001 2117 State Street Suite 300 Bettendorf, Iowa 52722	$6,161,821.74	780,966	Rob Family
Richard A. Goldstein Trust u/a dated 3/6/2001 2117 State Street Suite 300 Bettendorf, Iowa 52722	$5,295,941.58	671,222	Rich Family

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EXHIBIT C

Member Name and Address	Capital Contributions	Number and Kind of Units	Family Designation

Jeffrey D. Goldstein Trust u/a dated 3/20/2001 2117 State Street Suite 300 Bettendorf, Iowa 52722	$6,446,990.01	817,109	Jeff Family
I.G. Isle Partnership, L.P. c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$4,501,166.10	570,490	N/A
Jeffrey D. Goldstein 2008 Irrevocable Trust c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$4,260,600.00	540,000	Jeff Family
Robert S. Goldstein 2008 Irrevocable Trust c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$4,260,600.00	540,000	Rob Family
Richard A. Goldstein 2008 Irrevocable Trust c/o Michael Newmark Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102	$4,260,600.00	540,000	Rich Family
Richard A. Goldstein 2117 State Street Suite 300 Bettendorf, Iowa 52722	$37,887.78	4,802	Rich Family
Total	$126,756,455.73	16,065,457

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EX-99 3 terminationagreement2.htm EXHIBIT 99.2 TERMINATION AGREEMENT terminationagreement2.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.2

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement”) dated as of October 15, 2010, is made by and among Jeffrey D. Goldstein, Richard A. Goldstein, Robert S. Goldstein, Goldstein Group, Inc., B.I.J.R.R. Isle, Inc., B.I. Isle Partnership, L.P., Rob Isle Partnership, L.P., Rich Isle Partnership, L.P., Jeff Isle Partnership, L.P., I.G. Isle Partnership, L.P., Robert S. Goldstein 2008 Irrevocable Trust, Joshua Millan and Nathan Millan (each a “Party” and collectively, as the “Parties”).

WHEREAS, the Parties constitute all of the parties to that certain Agreement, dated as of April 30, 2010 (the “Goldstein Family Agreement”), related to the ownership by the Parties, direct or beneficial, of the common stock of Isle of Capri Casinos, Inc., a Delaware corporation (the “Company”); and

WHEREAS, certain of the Parties have formed GFIL Holdings, LLC (“GFIL”) to provide for the collective ownership of their respective shares of common stock of the Company; and

WHEREAS, in connection with the formation of GFIL, the Parties have deemed it advisable to terminate Goldstein Family Agreement effective as of the date hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. The Parties hereby terminate the Goldstein Family Agreement, and all agreements and obligations therein, effective as of October 15, 2010.

2. The Parties agrees to jointly prepare and file an amendment to the Schedule 13D filed by the Parties to reflect the termination of the Goldstein Family Agreement and agree that this Termination Agreement shall be filed as an exhibit to such amendment.

3. This Termination Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

4. Termination Agreement shall be binding on and be enforceable by and against each party hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns.

5. This Termination Agreement shall be governed and construed in accordance with the internal laws of the State of Missouri.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the parties hereto has caused this Termination Agreement to be executed as of the 15th day of October, 2010.

/s/ Jeffrey D. Goldstein_ _____________

Jeffrey D. Goldstein

/s/ Richard A. Goldstein _______________

Richard A. Goldstein

/s/ Robert S. Goldstein__________

Robert S. Goldstein

GOLDSTEIN GROUP, INC.

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein ________________

Title: Chairman and CEO ________

B.I.J.R.R. ISLE, INC.

By: /s/ Robert S. Goldstein

Name: Robert S. Goldstein

Title: President

B.I. ISLE PARTNERSHIP, L.P.