Exhibit 3.9
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
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| Entity Number | | Certificate of Limited Partnership | | |
| 3272669 | | (15 Pa.C.S. § 8511) | | |
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Name ESQUIRE ASSIST | | | | | | Document will be returned to the name and address you enter to the left. |
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Address COUNTER PICKUP | | | | | | ï |
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City | | State | | Zip Code | | |
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| Fee: $125 | | | | Filed in the Department of State on JAN 07 2005 |
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| THIS IS A TRUE COPY OF | | | | /s/ PEDRO A. CORTES |
THE ORIGINAL SIGNED DOCUMENT FILED WITH THE DEPARTMENT OF STATE. | | | | Secretary of the Commonwealth |
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
| | 1. | The name of the limited partnership(may contain the word “company”, or “limited” or “limited partnership” or any abbreviation): |
BACKSIDE, L.P.
| | 2. | The (a) address of the limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: |
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| | | (a) Number and Street | | City | | State | | Zip | | County |
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| | | (b) Name of Commercial Registered Office Provider | | County |
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c/o CT CORPORATION SYSTEM | | LUZERNE* |
| * | The registered office of the association represented shall be deemed for venue and official publication purposes to be located in the county so named. |
| | 3. | The name and business address of each general partner of the partnership is: |
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| | | Name | | Address |
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| | | PNGI, LLC HUGHES CTR., STE. 170, 3763 HOWARD HUGHES PARKWAY, LAS VEGAS, NV 89109 |
DSCB: 15-8511-2
| 4. | Check, and if appropriate complete, one of the following: |
| x | The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State. |
| ¨ | The formation of the limited partnership shall be effective on: at . |
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5. The specified effective date, if any is: | | |
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| month | | date | | year | | hour, if any | | |
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| IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 5th day of January, 2005 |
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| PNGI, LLC, its general partner |
| BY: | | PNGI POCONO, CORP. its sole member |
| BY: | | |
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| /s/ Robert S. Ippolito |
| Signature |
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| Robert S. Ippolito |
| Name |
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| Secretary and Treasurer |
| Title |
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Certificate of Amendment-Domestic
(15 Pa.C.S.)
Entity Number
3272669
x Limited Partnership (§ 8512)
¨ Limited Liability Company (§ 8951)
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Name ESQUIRE ASSIST | | | | | | Document will be returned to the name and address you enter to the left. |
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Address COUNTER PICK-UP | | | | | | ï |
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City | | State | | Zip Code | | |
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| Fee: $70 | | | | Filed in the Department of State on FEB 04 2005 |
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| | | | | /s/ PEDRO A. CORTES |
| | | | | Secretary of the Commonwealth |
In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:
| | 1. | The name of the limited partnership/limited liability company is: |
BACKSIDE, L.P.
| | 2. | The date of filing of the original Certificate of Limited Partnership/Organization: JANUARY 7, 2005 |
| | 3. | Check, and if appropriate complete, one of the following: |
| | x | The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows: |
AS OF JANUARY 25, 2005, SECTION 3 OF THE CERTIFICATE OF LIMITED PARTNERSHIP IS AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
MOHEGAN COMMERCIAL VENTURES PA, LLC, 1 MOHEGAN SUN BLVD., UNCASVILLE, CT 06382-0488
| | ¨ | The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof. |
| | 4. | Check, and if appropriate complete, one of the following: |
| | x | The amendment shall be effective upon filing this Certificate of Amendment in the Department of State. |
| | ¨ | The amendment shall be effective on: at . |
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| | | THIS IS A TRUE COPY OF THE ORIGINAL SIGNED DOCUMENT FILED WITH THE DEPARTMENT OF STATE. |
| | 5. | Check if the amendment restates the Certificate of Limited Partnership/Organization: |
| | ¨ | The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited Partnership/Organization and all previous amendments thereto. |
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| IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed as of this 25th day of JANUARY, 2005. |
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NEW GENERAL PARTNER: BACKSIDE, L.P. |
BY: MOHEGAN COMMERCIAL VENTURES PA, LLC, its general partner |
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| Name of Limited Partnership/Limited Liability Company |
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| /s/ Peter Roberti |
| PETER ROBERTI Signature |
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| VICE PRESIDENT |
| Title |
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| IN TESTIMONY WHEREOF, the undersigned limited partnership/limited company has caused this Certificate of Amendment to be executed as of this 25th day of JANUARY, 2005. |
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WITHDRAWING GENERAL PARTNER: BACKSIDE, L.P. |
BY: PNGI, LLC |
BY: PNGI POCONO, CORP., its sole member |
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| Name of Limited Partnership/Limited Liability Company |
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| BY: | | /s/ Robert S. Ippolito |
| ROBERT S. IPPOLITO Signature |
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| SECRETARY AND TREASURER |
| Title |
