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”), Harrah’s Lake Charles, LLC, a Louisiana limited liability company and
Harrah’s Star Partnership, a Louisiana general partnership (collectively, the “Companies,”), and Harrah’s Operating Company, Inc., a Delaware corporation (“Harrah’s”). 
 WHEREAS, Buyer, the Selling Parties, the Companies and Harrah’s 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 Harrah’s 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 Harrah’s 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/ STEPHEN H. CAPP
		 	Stephen H. Capp
		 	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:   
	 	Harrah’s Operating Company, Inc., its sole member
					
		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD
		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 	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:   
	 	Harrah’s Operating Company, Inc., its sole member
					
		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD
		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 	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:   
	 	Harrah’s Operating Company, Inc.,
its sole member
						
		 		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD 
		 		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 		 	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:   
	 	Harrah’s Operating Company, Inc., its sole member
						
		 		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD 
		 		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 		 	Senior Vice President, CFO and Treasurer

 COMPANIES 
 HARRAHS LAKE CHARLES, LLC 
  

											
		
	By:	 	Players LC, LLC, its sole member
			
		 	 By:   
	 	Players Holding, LLC, its sole member
				
		 		 	 By:   
	 	Players International, LLC,
its sole member
					
		 		 		 	 By:   
	 	Harrah’s Operating Company, Inc., its sole member
						
		 		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD 
		 		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 		 	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:   
	 	Harrah’s Operating Company, Inc., its sole member
						
		 		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD 
		 		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 		 	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:   
	 	Harrah’s Operating Company,
Inc., its sole member
							
		 		 		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD 
		 		 		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 		 		 	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:   
	 	Harrah’s Operating Company, Inc., its sole member
						
		 		 		 		 	 By:   
	 	/s/ JONATHAN S. HALKYARD 
		 		 		 		 		 	Jonathan S. Halkyard
		 		 		 		 		 	Senior Vice President, CFO and Treasurer

 (Signatures continued on following page) 
  

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 HARRAH’S 
 HARRAH’S OPERATING COMPANY 
  

			
		
	By:	 	/s/ JONATHAN S. HALKYARD 
		 	Jonathan S. Halkyard
		 	Senior Vice President, CFO and Treasurer

  

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