Exhibit 3.9

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number	Certificate of Limited Partnership
3272669	(15 Pa.C.S. § 8511)

Name ESQUIRE ASSIST			Document will be returned to the name and address you enter to the left.
Address COUNTER PICKUP			ï
City	State	Zip Code

Fee: $125	Filed in the Department of State on JAN 07 2005
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:

(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

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                    .

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

(15 Pa.C.S.)

Entity Number

3272669

x    Limited Partnership (§ 8512)            

¨    Limited Liability Company (§ 8951)

Name ESQUIRE ASSIST			Document will be returned to the name and address you enter to the left.
Address COUNTER PICK-UP			ï
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:

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                     .

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: BACKSIDE, L.P.
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 company has caused this Certificate of Amendment to be executed as of this 25th day of JANUARY, 2005.
WITHDRAWING GENERAL PARTNER: BACKSIDE, 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