AMENDMENT TO PURCHASE AGREEMENT

Exhibit 10.8

AMENDMENT TO PURCHASE AGREEMENT

This Amendment to Purchase Agreement (this “Amendment”) is entered into this 3rd day of October, 2006 by and between Pinnacle Entertainment Inc., a Delaware corporation (“Buyer”), Players LC, LLC, a Nevada limited liability company, Players Riverboat Management, LLC, a Nevada limited liability company, Players Riverboat II, LLC, a Louisiana limited liability company (collectively, the “Selling Parties”), Xxxxxx’x Lake Xxxxxxx, LLC, a Louisiana limited liability company and Xxxxxx’x Star Partnership, a Louisiana general partnership (collectively, the “Companies,”), and Xxxxxx’x Operating Company, Inc., a Delaware corporation (“Xxxxxx’x”).

WHEREAS, Buyer, the Selling Parties, the Companies and Xxxxxx’x are parties to that certain Purchase Agreement dated as of May 26, 2006 (the “Purchase Agreement”). All terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement;

WHEREAS, Buyer, the Selling Parties, the Companies and Xxxxxx’x desire to amend the Purchase Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment and for other good an valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Selling Parties, the Companies and Xxxxxx’x hereby covenant and agree as follows:

1. Section 2.4.1.7 shall be deleted in its entirety.

2. Section 2.4.2.2 shall be deleted in its entirety.

3. Section 5.14 shall be deleted in its entirety.

4. Except as expressly modified or amended by this Amendment, all of the terms, covenants and conditions set forth in the Purchase Agreement are hereby ratified and confirmed.

5. Except insofar as reference to the contrary is made in any such instrument, all references to the “Purchase Agreement” in any future correspondence or notice shall be deemed to refer to the Purchase Agreement as modified by this Amendment.

6. This Amendment may be signed in any number of counterparts, all of which shall constitute one and the same agreement.

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7. This Amendment shall be governed by and construed in accordance with the Laws of the State of Nevada, applicable to contracts executed in and to be performed entirely within the State of Nevada, provided, however, the laws of the State of Louisiana shall govern all matters involving the Company Real Property and any agreement intended to be enforceable under the laws of the State of Louisiana.

(Signature page follows)

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed by their respective duly authorized officers as of the date first written above.

BUYER
PINNACLE ENTERTAINMENT INC.
By:		/s/ XXXXXXX X. XXXX
		Xxxxxxx X. Xxxx
		Executive Vice President & Chief Financial Officer

SELLING PARTIES

PLAYERS LC, LLC
By:		Players Holding, LLC, its sole member
		By:		Players International, LLC, its sole member
				By:		Xxxxxx’x Operating Company, Inc., its sole member
						By:		/s/ XXXXXXXX X. XXXXXXXX
								Xxxxxxxx X. Xxxxxxxx
								Senior Vice President, CFO and Treasurer

PLAYERS RIVERBOAT MANAGEMENT, LLC
By:		Players Holding, LLC, its sole member
		By:		Players International, LLC, its sole member
				By:		Xxxxxx’x Operating Company, Inc., its sole member
						By:		/s/ XXXXXXXX X. XXXXXXXX
								Xxxxxxxx X. Xxxxxxxx
								Senior Vice President, CFO and Treasurer

(Signatures continued on following page)

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PLAYERS RIVERBOAT II, LLC
By:		Players Riverboat Management, LLC, member
		By:		Players Holding, LLC, its sole member
				By:		Players International, LLC, its sole member
						By:		Xxxxxx’x Operating Company, Inc., its sole member
								By:		/s/ XXXXXXXX X. XXXXXXXX
										Xxxxxxxx X. Xxxxxxxx
										Senior Vice President, CFO and Treasurer

By:		Players Riverboat, LLC, member
		By:		Players Holding, LLC, its sole member
				By:		Players International, LLC, its sole member
						By:		Xxxxxx’x Operating Company, Inc., its sole member
								By:		/s/ XXXXXXXX X. XXXXXXXX
										Xxxxxxxx X. Xxxxxxxx
										Senior Vice President, CFO and Treasurer

COMPANIES

HARRAHS LAKE XXXXXXX, LLC

By:		Players LC, LLC, its sole member
		By:		Players Holding, LLC, its sole member
				By:		Players International, LLC, its sole member
						By:		Xxxxxx’x Operating Company, Inc., its sole member
								By:		/s/ XXXXXXXX X. XXXXXXXX
										Xxxxxxxx X. Xxxxxxxx
										Senior Vice President, CFO and Treasurer

(Signatures continued on following page)

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HARRAHS STAR PARTNERSHIP
By:		Players Riverboat Management, LLC
		By:		Players Holding, LLC, its sole member
				By:		Players International, LLC, its sole member
						By:		Xxxxxx’x Operating Company, Inc., its sole member
								By:		/s/ XXXXXXXX X. XXXXXXXX
										Xxxxxxxx X. Xxxxxxxx
										Senior Vice President, CFO and Treasurer

By:

Players Riverboat II, LLC

By:

Players Riverboat Management, LLC, member

By:

Players Holding, LLC, its sole member

By:

Players International, LLC, its sole member

By:

Xxxxxx’x Operating Company, Inc., its sole member

By:

/s/ XXXXXXXX X. XXXXXXXX

Xxxxxxxx X. Xxxxxxxx

Senior Vice President, CFO and Treasurer

By:		Players Riverboat, LLC, member
		By:		Players Holding, LLC, its sole member
				By:		Players International, LLC, its sole member
						By:		Xxxxxx’x Operating Company, Inc., its sole member
								By:		/s/ XXXXXXXX X. XXXXXXXX
										Xxxxxxxx X. Xxxxxxxx
										Senior Vice President, CFO and Treasurer

(Signatures continued on following page)

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XXXXXX’X

XXXXXX’X OPERATING COMPANY

By:		/s/ XXXXXXXX X. XXXXXXXX
		Xxxxxxxx X. Xxxxxxxx
		Senior Vice President, CFO and Treasurer

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