Exhibit 3.9

This Certificate of Conversion to Limited Liability Company of US LEC of Tennessee Inc., a Delaware corporation (the “Company”), to US LEC of Tennessee LLC, a Delaware limited liability company (the “LLC”), has been duly executed and filed by the Company to convert the Company to the LLC pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) and the General Corporation Law of the State of Delaware (8 Del. C. § 101, et seq.).

1. The Company’s name when it was originally incorporated and immediately prior to the filing of this Certificate of Conversion to Limited Liability Company was US LEC of Tennessee Inc.

2. The Company filed its original certificate of incorporation with the Secretary of State of the State of Delaware and was first incorporated on November 14, 1997, in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to Limited Liability Company.

3. The name of the LLC into which the Company shall be converted as set forth in its certificate of formation is US LEC of Tennessee LLC.

4. The effective time of the conversion shall be 12:03 A.M. Eastern Standard Time on March 1, 2010.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to Limited Liability Company as of the date set forth below.


US LEC OF TENNESSEE INC.

By:		/s/ S. Shane Turley
Name:		S. Shane Turley
Title:		Vice President, Senior Corporate Counsel and Assistant Secretary

Date:		2/25/2010

This Certificate of Formation of US LEC of Tennessee LLC (the “LLC”), dated as of February 25, 2010, has been duly executed and is being filed by S. Shane Turley, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

FOURTH. The effective time of this Certificate of Formation shall be 12:03 A.M. Eastern Standard Time on March 1, 2010.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ S. Shane Turley

S. Shane Turley

Authorized Person