AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DOWNS RACING, L.P.

Exhibit 3.8

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

DOWNS RACING, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of the 25th day of January 2005, is made and entered into by and between the Mohegan Tribal Gaming Authority, a government instrumentality of the Mohegan Tribe of Indians of Connecticut (hereinafter sometimes referred to as the “Limited Partner”), and Mohegan Commercial Ventures PA, LLC, a limited liability company organized and existing under the laws of the State of Pennsylvania (hereinafter sometimes referred to as the “General Partner” and, together with the Limited Partner, the “Partners”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in Article I hereof.

RECITALS

A. Downs Racing, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the Commonwealth of Pennsylvania, pursuant to a Certificate of Limited Partnership filed with the Secretary of the Commonwealth of Pennsylvania (the “Pennsylvania Secretary”) effective as of January 7, 2005, and a Limited Partnership Agreement (the “Original Agreement”), dated as of January 7, 2005, by and between PNGI, LLC, a Nevada limited liability company, as general partner (the “Original General Partner”), and PNGI Pocono, Corp., a Nevada corporation (the “Original Limited Partner” and, together with the Original General Partner, the “Original Partners”).

B. Pursuant to the terms of the certain Purchase Agreement, dated as of October 14, 2004, by and among the Original Partners and the Limited Partner (the “Purchase Agreement”), the Limited Partner has caused the General Partner to be formed as a wholly owned subsidiary and the Partners have purchased the issued and outstanding partnership interests in the Partnership from the Original Partners at the closing held thereunder.

C. In accordance with the terms of the Original Agreement, and having received all necessary approvals from the Commission under the Race Horse Act, the Original Partners have taken all necessary actions to assign and transfer their partnership interests to the Partners, and the Partners have been admitted as partners of the Partnership under the terms and subject to the conditions of the Original Agreement.

D. The Partners desire to amend and restate the Original Agreement in its entirety.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree to amend and restate the Original Agreement as follows:

ARTICLE I. DEFINITIONS

The following defined terms used in this Agreement shall have the meanings specified below, in addition to any other defined terms used herein:

“ Act ” means The Pennsylvania Revised Uniform Limited Partnership Act, as amended, Pa. C.S. § 8501, et. seq.

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“ Affiliate ” means, with respect to any Partner, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Partner.

“ Agreement ” means this Agreement, as amended from time to time.

“ Bankruptcy ” means an adjudication of bankruptcy or the entry of an order for relief or the filing of a voluntary case or petition under the federal bankruptcy law or any state or local bankruptcy law and, in addition, any other status constituting bankruptcy within the meaning of the Pennsylvania Uniform Partnership Act.

“ Capital Account ” means, with respect to any Partner, the capital account established and maintained pursuant to Section 3.5.

“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money, and the value of any property or asset contributed or deemed contributed to the Partnership, net of liabilities assumed by the Partnership in connection with such contribution or as to which such property or asset is subject when contributed. In the case of a Partner that acquires an Interest in the Partnership by virtue of an assignment or transfer in accordance with the terms of this Agreement, “Capital Contribution” means the pro rata Capital Contribution of such Partner’s predecessor to an extent proportionate to the acquired Interest.

“ Commission ” means the Pennsylvania State Harness Racing Commission.

“ Effective Date ” means the date first set forth above.

“ Equity Percentage Interest ” means, as to each Partner, such Partner’s percentage interest set forth after the Partner’s name in Section 3.4 or as modified from time to time pursuant to the terms of this Agreement.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (“FASB”) or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the dater of this Agreement.

“ General Partner ” means Mohegan Commercial Ventures PA, LLC and any Person which hereafter becomes a general partner of the Partnership.

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“ Interest ” has the meaning set forth below under “Partnership Interest.”

“ Internal Revenue Code ” or “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax statute or code, and the applicable regulations thereunder. All references to specific sections of the Internal Revenue Code shall be deemed to include any provisions of the Internal Revenue Code which replace or supersede the sections in effect at the time of execution of this Agreement.

“ Limited Partner ” means Mohegan Tribal Gaming Authority, and any other Person admitted to the Partnership as a Limited Partner pursuant to this Agreement, and their respective successors as Limited Partners of the Partnership.

“ Liquidator ” means the General Partner or, if there is none at the time in question, such other Person who may be appointed in accordance with applicable law and who shall be responsible for taking all action necessary or appropriate to wind up the affairs of, and distribute the assets of, the Partnership upon its dissolution.

“ Partnership Assets ” means all of the properties owned by the Partnership, whether tangible, intangible, real, personal or mixed.

“ Partnership Interest ” means the interest in the Partnership representing any Partner’s right to receive distributions from the Partnership and to receive allocations of profits, gains, credits and losses, as evidenced by the Partnership Interest Certificate.

“ Partnership Interest Certificate ” means the certificate issued to a Partner evidencing its Partnership Interest.

“ Person ” means any individual, trust, corporation, partnership, limited liability company, proprietorship, joint venture, association, joint-stock company, unincorporated organization or any other entity.

“ Race Horse Act ” means the Pennsylvania Race Horse Industry Reform Act, as amended, 4 Pa. C.S. §325.101, et. seq.

“ Regulations ” or “ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time. All references to specific sections of the Regulations shall be deemed to include any provisions of the Regulations which replace or supersede the sections in effect at the Effective Date.

ARTICLE II. FORMATION

2.1 Continuation . The Partners hereby agree to continue the Partnership pursuant to the Act and upon the terms and conditions set forth in this Agreement. Except as provided to the contrary in this Agreement, the rights and obligations of the Partners and any permitted assignees, if any, with respect to the Partnership, and the administration of the Partnership, shall be governed by the Act.

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2.2 Name . The name of the Partnership shall be Downs Racing, L.P. or such other name as may hereafter be chosen from time to time by the General Partner, and the Partners shall file assumed name certificates and otherwise conform with the local laws as necessary to establish the Partnership’s name as the General Partner alone determines to be appropriate, and the Partners shall take any action which may be necessary to accomplish that change of name in compliance with the local laws in any area in which the Partnership operates.

2.3 Certificates . The General Partner shall cause to be filed each such instrument or document that is required under the laws of the Commonwealth of Pennsylvania, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner herein) and filed for recording in the appropriate public offices within the Commonwealth of Pennsylvania or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the Commonwealth of Pennsylvania or such other jurisdiction.

2.4 Principal Place of Business . The principal place of business of the Partnership shall be at 1280 Highway 315, Wilkes-Barre, Pennsylvania, 18702, or at such place as the General Partner may from time to time designate. The General Partner may change the principal place of business of the Partnership at any time upon reasonable notice to each Limited Partner. The Partnership may maintain such other offices and places of business as the General Partner may from time to time deem advisable.

2.5 Term . The term of the Partnership shall be perpetual, unless the Partnership is sooner dissolved in accordance with the provisions of this Agreement.

2.6 Purpose of the Partnership . The purpose of the Partnership is to engage in all lawful business for which the limited partnerships may be formed under the Act, and to exercise all powers enumerated in the Act necessary or convenient therefore. Initially, the Partnership shall own and operate businesses and facilities for the conduct of harness racing, gaming operations and off track wagering facilities in Pennsylvania and engage in all lawful activities ancillary thereto.

ARTICLE III. PARTNERS’ CAPITAL CONTRIBUTIONS, PERCENTAGE INTERESTS

AND CAPITAL ACCOUNTS

3.1 Capital Contributions . Upon the execution and delivery hereof, the Partners will be deemed to have made an aggregate Capital Contribution of $1,000, which shall be allocated between the Partners in accordance with their respective Equity Percent Interests as shown in Section 3.4 hereof. Each Partner’s Capital Contribution will thereafter be set forth on the books and records of the Partnership.

3.2 Additional Capital Contributions . Except as otherwise expressly provided herein or as agreed in writing by a Partner and the Partnership, no Partner shall be required to make any additional Capital Contribution to the Partnership.

3.3 Return of Capital Contribution . Except as specifically provided in this Agreement, no Partner shall be entitled to demand or receive the return of his Capital Contribution. Upon

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dissolution and liquidation of the Partnership, the Partners shall look solely to the Partnership assets for the return of their Capital Contributions, and no Partner shall be liable for such return, even if such assets are insufficient to return the full amount of such Capital Contributions.

3.4 Equity Percentage Interests .

3.5 Loans and Guarantees by Partners and Affiliates . If a Partner or any Partner’s Affiliate chooses to loan funds to the Partnership, the loan shall be on such terms as are approved by all Partners. If a Partner chooses to guarantee a loan to the Partnership or otherwise to incur personal liability with respect to a loan to the Partnership, the Partnership shall pay the Partner fair and reasonable compensation therefor and shall reimburse, indemnify and hold the Partner harmless for any loss, cost or expense incurred by the Partner with respect to the loan.

3.6 No Obligation of General Partner to Provide Additional Funds . Except as otherwise specifically provided in this Agreement, the General Partner shall have no obligation to the Partnership or the Partners to make any Capital Contributions, loans or advances to the Partnership, or otherwise supply or make available any funds to the Partnership, even if the failure to do so would result in a default in any of the Partnership’s obligations, a foreclosure on the Partnership’s property or other adverse consequence to the Partnership.

3.7 Capital Accounts .

(a) “ Capital Account ” means the separate Capital Account that shall be established and maintained for each Partner under this Agreement. The Capital Account of each Partner shall be credited with the cash and the fair market value of any property (net of liabilities assumed by the Partnership and liabilities to which such property is subject) contributed to the Partnership by such Partner, plus all net income or gain of the Partnership allocated to such Partner pursuant to Sections 4.3 and 4.4 and shall be debited with the all net loss or deductions of the Partnership allocated to such Partner pursuant to Sections 4.3 and 4.4 and all cash and the fair market value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner.

(b) No Partner shall have any obligation to eliminate a deficit balance in its Capital Account at any time, or bring its Capital Account into any particular parity with any other Partner’s Capital Account at any time, although this sentence shall not limit a Partner’s obligation pursuant to other sections of this Agreement. No General Partner shall have any obligation to make up any deficit balance in any Partner’s Capital Account.

ARTICLE IV. PROFIT, LOSS AND DISTRIBUTIONS

4.1 Distributions . Cash available for distribution from all sources shall be distributed to the Partners from time to time, as determined by the General Partner, in proportion to their respective Equity Percentage Interests.

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4.2 In-Kind Distributions . Except as otherwise provided in this Agreement, assets of the Partnership (other than cash) may be distributed in kind to the extent determined by the General Partner. If any assets of the Partnership are distributed to the Partners in kind, such assets shall be valued on the basis of the fair market value thereof on the date of distribution.

4.3 Allocation of Net Income and Net Loss . Net income or net loss (and each item of income, gain, loss and deduction thereof) for any fiscal year or other applicable accounting period shall be allocated to the Partners, in proportion to their respective Equity Percentage Interests.

4.4 General . If an Interest in the Partnership is transferred and/or modified in accordance with the provisions of this Agreement, there shall be allocated to each Partner who held the transferred and/or modified Interest in the Partnership during the fiscal year of the transfer and/or modification the product of (a) the Partnership’s net income or net loss allocable to such transferred and/or modified Interest for such fiscal year, and (b) a fraction, the numerator of which is the number of days such Partner held the transferred and/or modified Interest during such fiscal year, and the denominator of which is the total number of days in such fiscal year; provided, however, that if the General Partner so determines, such net income or net loss shall be allocated by closing the books of the Partnership immediately after the transfer and/or modification of an Interest in the Partnership. Such allocation shall be made without regard to the date, amount or recipient of any distributions which may have been made with respect to such transferred Interest.

4.5 Determination of Cash Available for Distribution . The General Partner shall determine, in its sole discretion, what portion of the Partnership’s cash from any source, including, without limitation, Capital Contributions, operations, financings, refinancings and dispositions, shall be distributed. In making such determination, the General Partner may, in its sole discretion, establish reserves for working capital, maintenance, repairs, capital expenditures or other items and the satisfaction of liabilities (including, without limitation, contingent liabilities) as they come due or may come due.

4.6 Taxes Withheld . Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership on behalf of any Partner under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner pursuant to Section 4.1 hereof, the excess shall constitute a loan from the Partnership to such Partner (a “Tax Payment Loan”), which Tax Payment Loan shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the prime rate of interest plus 2% as such rate is set forth in the Wall Street Journal from time to time. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Partner and then to the repayment of the principal of all Tax Payment Loans of such Partner. The General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provisions of any Withholding Tax Act applicable to the Partnership and to carry out the

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provisions of this Section. Nothing in this Section shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act.

ARTICLE V. MANAGEMENT POWERS, DUTIES AND RESTRICTIONS

5.1 Management Authority of the General Partner .

(a) Except as otherwise specifically provided herein, the General Partner shall have full, complete and exclusive discretion and power to take, without the consent of the Limited Partners, any and all action of whatsoever type that the Partnership is authorized to take and to make all decisions with respect thereto, including without limitation the power:

(1) to purchase or otherwise acquire, construct, deal in, sell, lease or otherwise dispose of interests in real property, depreciabl