Exhibit 3.11
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Entity Number | Certificate of Limited Partnership | |||||||
3272664 | (15 Pa.C.S. § 8511) |
Name | Document will be returned to the name and address you enter to the left. | |
ESQUIRE ASSIST | ||
Address | ï | |
COUNTER PICKUP | ||
City State Zip Code | ||
Fee: $125 | ||
Filed in the Department of State on Jan 07 2005 | ||
THIS IS A TRUE COPY OF THE ORIGINAL SIGNED | /s/ PEDRO A. CORTES | |
Secretary of the Commonwealth | ||
DOCUMENT FILED WITH | ||
THE DEPARTMENT OF STATE. |
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): |
MILL CREEK LAND, 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: |
(a) Number and Street | City | State | Zip | County |
(b) Name of Commercial Registered Office Provider | County |
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: |
Name | Address |
PNGI, LLC, HUGHES CTR., STE. 170, 3763 HOWARD HUGHES PARKWAY, LAS VEGAS, NV 89109
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 . |
Date Hour |
5. | The specified effective date, if any is: |
month | date | year | hour, if any |
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 | ||
PNGI, LLC, its general partner | ||
BY: PNGI POCONO, CORP., its sole member | ||
BY: | ||
/s/ Robert S. Ippolito | ||
Signature | ||
Robert S. Ippolito | ||
Name | ||
Secretary and Treasurer | ||
Title |
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Certificate of Amendment-Domestic | ||||||||
Entity Number | (15 Pa.C.S.) | |||||||
3272664 | ||||||||
x Limited Partnership (§ 8512) | ||||||||
¨ Limited Liability Company (§ 8951) |
Name | Document will be returned to the name and address you enter to the left. | |
ESQUIRE ASSIST | ||
Address | ï | |
COUNTER PICK-UP | ||
City State Zip Code | ||
Fee: $70 | ||
Filed in the Department of State on FEB 04 2005 | ||
/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: |
MILL CREEK LAND, 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 . |
Date Hour |
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. |
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. | ||
NEW GENERAL PARTNER: | ||
MILL CREEK LAND, LP. | ||
BY: MOHEGAN COMMERCIAL VENTURES PA, LLC, its general partner | ||
Name of Limited Partnership/Limited Liability Company | ||
/s/ Peter Roberti | ||
PETER ROBERTI Signature | ||
VICE PRESIDENT | ||
Title | ||
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. | ||
WITHDRAWING GENERAL PARTNER: | ||
MILL CREEK LAND, L.P. | ||
BY: PNGI, LLC | ||
BY: PNGI POCONO, CORP., its sole member | ||
Name of Limited Partnership/Limited Liability Company | ||
BY: | /s/ Robert S. Ippolito | |
ROBERT S. IPPOLITO Signature | ||
SECRETARY AND TREASURER | ||
Title |