exv3w13

Exhibit 3.13

[ILLEGIBLE]

ARTICLES OF ORGANIZATION

Memphis Networx, LLC

Pursuant to the provisions of Section 48-205-101 of the Tennessee Limited Liability Company Act, the undersigned natural person, having the capacity to contact, executes and submits these Articles of Organization for the purposes of forming a limited liability company under the laws of the State of Tennessee to be known a Memphis Networx, LLC (the “Company”)”:

1. The name of the limited liability company is:

Memphis Networx, LLC

2. The street address of the Company’s initial registered office and the name of the initial registered agent in the State of Tennessee is:

WT&C Corporate Services. Inc.
1500 Nashville City Center
511 Union Street
Nashville, Davidson County, Tennessee 37219-1750

3. The street address of the principal executive offices of the Company is:

7555 Appling Center Drive
Memphis, Tennessee 38133-5069

4. There were two (2) Members of the Company as of the date of the filing of these Articles

5. The initial Members admitted to the Company are A&L Networks-Tennessee, LLC and Memphis Light, Gas, and Water Division, a division of the City of Memphis, Tennessee.

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6. The name and address of the organizer of the Company is:


[ILLEGIBLE]		John Knox Walkup WYATT, TARRANT & COMBS 1500 Nashville City Center 511 Union Street Nashville, Davidson County, Tennessee 37219-1750

7. The Company of the board managed.

8. All deeds, mortgages, bonds, contracts or other instruments must be signed by the Chief Manager or by any other Manager with the approval of the Members to be binding upon the Company.

9. The Secretary may certify the identity of each of the Company’s Managers, Governors, and Members and may provide certified copies or extracts of resolutions adopted from time to time by the Company’s Board of Governors or its Members. All persons shall be entitled to rely upon the contents of such certificates and no person shall have any duty to inquire into whether the contents of any such certificate is valid.

10. The transfer or assignment of a Member’s Interest may be limited or restricted by the Company’s Operating Agreement or an agreement among the Members.

11. The Operating Agreement may specify that none or less than all of the events listed in Section 48-245-101(a)(5)(A)-(K) of the Act shall constitute Dissolution Events.

12. Initially, the sole business purpose of the Company shall be to do or cause to be done such acts or things as reasonably necessary to seek and obtain regulatory approval for the Company to provide the services authorized by Tennessee Code Annotated Sections 7-52-401, et seq. Subject to obtaining, and only to the extent permitted by the necessary regulatory approvals, the business of the company shall be to (i) provide the services authorized by Tennessee Code Annotated Sections 7-52-401, et seq., (ii) acquire, construct, own, improve, operate, lease, maintain, sell, mortgage, pledge, and otherwise deal and trade in, any related system, plant, equipment or other property, and (iii) exercise all rights and powers and engage in all activities related to the foregoing and legally permissible under the Act.

13. To the fullest extent provided under the Act, no Member, Governor, Manager, or agent of the Company shall have any personal responsibility or liability for the obligations or acts of the Company or any other Member, Governor, Manager or agent of the Company.

14. The Company shall have all of the powers available to it under the Tennessee Limited Liability Company Act.

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15. All terms as used in these Articles shall have the meanings provided in the Operating Agreement.

IN WITNESS WHEREOF, these Articles of Organization have been executed on this 8^th day of November, 1999.



	By:	/s/ John Knox Walkup
		John Knox Walkup, Organizer

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		SECRETARY OF STATE DIVISION OF BUSINESS SERVICES 312 Eighth Avenue North 6^th Floor, William R. Snodgrass Tower Nashville, TN 37243

MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-108 of the Tennessee Business Corporation Act, Sections 48-55-102 and 48-65-108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:

1.		The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporated herein by reference.

2.		The street address of its current registered office is 511 Union Street, Suite 1500, Nashville, TN 37219.

3.		The name of the current registered agent is WY&C CORPORATE SERVICES, INC.

4.		The street address (including county) of the new registered office is:

		2525 West End Avenue, Suite 1500 Nashville, TN 37203-2423 Davidson County, TN

5.		After the change, the street addresses of the registered office and the business office of the registered agent will be identical.

6.		The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list have been notified of the change of address for the registered office.


	WT&C CORPORATE SERVICES, INC.
September 11, 2000	By:	/s/ Carolyn F. Wiley
Signature Date		Secretary Signature of Registered Agent
		Carolyn F. Wiley Printed or Typed Name

MASS CHANGE OF REGISTERED OFFICE (BY AGENT) Attachment

0049161

0253816

0287844

0300733

0310576

0324803

0337946

0352673

0360921

0375664

0057907

0263807

0288043

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0352842

0362078

0377246

0103422

0274180

0290063

0303441

0315543

0327191

0339215

0352843

0365573

0377984

0112399

0275167

0290536

0303603

0315544

0329694

0339386

0354303

0365683

0378030

0114851

0280890

0291079

0303773

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0340084

0355080

0365953

0379620

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0291235

0204062

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0282608

0292194

0304332

0319335

0331009

0341976

0356060

0367609

0382103

0207184

0282609

0292384

0304832

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0331011

0343309

0356637

0367782

0383048

0210653

0283420

0293442

0304840

0320179

0332125

0346811

0358009

0368228

0384421

0211713

0283534

0295701

0305319

0321227

0333558

0346812

0358492

0369500

0384932

0214284

0284603

0298729

0306219

0321435

0334184

0347054

0360070

0369637

0388035

0222235

0284908

0298961

0307454

0321935

0334283

0348636

0359277

0371146

0391134

0239157

0287248

0299756

0307724

0321953

0336479

0349532

0360018

0371805

0360070

0242766

0287535

0300154

0309101

0322344

0337400

0349533

0360019

0372457

0246371

0287784

0300155

0309157

0322624

0337401

0350888

0360150

0374409

0246510

0287785

0300316

0310190

0323107

0337945

0352253

0360534

0374941

Attachment to Mass Change of Registered Office for WT&C CORPORATE SERVICES, INC., page 1 of 1 pages

LIMITED LIABILITY COMPANY ANNUAL REPORT Annual Report Filing Fee Due: $50 per member, with a minimum fee of $300 and a maximum fee of $3000. There is an additional fee of $20 if any changes are made in block #5 to the registered agent/office. Please return completed form to: TENNESSEE SECRETARY OF STATE Attn: Annual Report 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 CURRENT FISCAL YEAR CLOSING MONTH 12 IF DIFFERENT. CORRECT MONTH IS THIS REPORT IS DUE ON OR BEFORE 04/01/02 (1) SECRETARY OF STATE CONTROL # 0379620 FEIN: 62-1799063 (2A.) NAME AND MAILING ADDRESS OF COMPANY MEMPHIS NETWORX, LLC 7555 APPLING CTR. DR MEMPHIS, TN 38133 11/08/1999 FOR PROFIT (2B.) STATE OR COUNTRY OF FORMATION: TENNESSEE (2C.) ADD OR CHANGE MAILING ADDRESS: 7620 APPLING CTR. DR SUITE 101 MEMPHIS, TN 38133-5074 (3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE. 7555 APPLING CTR. DR, MEMPHIS, TN 38133 B. CHANGE OF PRINCIPAL ADDRESS: STREET CITY STATE ZIP CODE + 4 7620 APPLING CTR DR STE 101 MEMPHIS, TN 38133-5074 **BLOCK 4 MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED** (4) NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF ITS GOVERNORS, IF BOARD MANAGED: THE MANAGERS, IF MEMBER MANAGED. (ATTACH ADDITIONAL SHEET IF NECESSARY) NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE+4 Herman Morris, Jr. 220 South Main Street Memphis, TN 38103-3917 Larry Thompson 220 South Main Street Memphis, TN 38103-3917 John McCullough 220 South Street Memphis, TN 38103-3917 Andrew P. Seamon 6410 Poplar Avenue, Suite 395 Memphis, TN 38119 Frank A. McGrew, IV 6410 Poplar Avenue, Suite 395 Memphis, TN 38119 Luke Yaneey 411 West Park Loop Memphis, TN 38111 BOARD MANAGED MEMBER MANAGED THIS LLC IS PROHIBITED FROM ENGAGING IN BUSINESS IN TENNESSEE (5) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS: WT&C CORPORATE SERVICES, INC. B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS. 2525 WEST END AVENUE, SUITE 1500, NASHVILLE, TN 37203-1423 C. INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE. (i) CHANGE OF REGISTERED AGENT: (ii) CHANGE OF REGISTERED OFFICE: STREET CITY STATE (MUST BE IN TN) ZIP CODE + 4 COUNTY (6) NUMBER OF MEMBERS AT THE DATE OF THIS FILING: 2 (7) SIGNATURE /s/ Mark Luis (8)DATE 3-22-02 (9) TYPE/PRINT NAME OF SIGNER: Mark Luis (10) TITLE OF SIGNER CEO **THIS REPORT MUST BE DATED AND SIGNED** CONTINUED ON BACK

ARTICLES OF AMENDMENT TO ARTICLES OF ORGANIZATION (LLC) Department of State Corporate Filings 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 For Office Use Only RECEIVED STATE OF TENNESSEE 2007 AUG 22 AM 10:57 RILEY DARNELL SECRETARY OF STATE LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN) 0379620 PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT OR §48-249-204 OF THE TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF ORGANIZATION: PLEASE MARK THE BLOCK THAT APPLIES: AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. AMENDMENT IS TO BE EFFECTIVE, (DATE) (TIME). (NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING. 1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD: Memphis Networx, LLC IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW: ZAYO Bandwidth Tennessee, LLC 2. PLEASE INSERT ANY CHANGES THAT APPLY: A. PRINCIPAL ADDRESS: STREET ADDRESS CITY STATE/COUNTY ZIP CODE B. REGISTERED AGENT: CT Corporation System C. REGISTERED ADDRESS: 800 S. Gay Street, Suite 2021 STREET Knoxville CITY TN STATE 37929 ZIP CODE Knox COUNTY D. OTHER CHANGES: 3. THE AMENDMENT WAS DULY ADOPTED ON July MONTH 31 DAY 2007 YEAR (If the amendment is filed pursuant to the provision of §48-209-104 of the TN LLC Act, please also complete the following by checking one of the two boxes:) AND THE AMENDMENT WAS DULY ADOPTED BY THE BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED MEMBERS GENERAL COUNSEL & SECRETARY SIGNER’S CAPACITY /s/ Scott E. Beer SIGNATURE Scott E. Beer NAME OF SIGNER (TYPED OR PRINTED) SS-4247 (REV. 01/06) Filing Fee: $20.00 RDA2458

LIMITED LIABILITY COMPANY ANNUAL REPORT Annual Report Filing Fee Due: $50 per member, with a minimum fee of $300 and a maximum fee of $3000. There is an additional fee of $20 if any changes are made in block #6 to the registered agent/office. Please return completed form to: TENNESSEE SECRETARY OF STATE Attn: Annual North 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 CURRENT FISCAL YEAR CLOSING MONTH 12 THIS REPORT IS DUE ON OR BEFORE 04/01/08 (1) SECRETARY OF STATE CONTROL 0379620 (2A.) NAME AND MAILING ADDRESS OF COMPANY ZAYO BANDWIDTH TENNESSEE, LLC 7620 APPLING CTR DR STE 101 MEMPHIS, TN 38133-5074 (2B.) STATE OR COUNTRY OF FORMATION (2C.) ADD OR CHANGE MAILING ADDRESS: 901 Front St, Ste 200 Louisville ca 80027 (3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE. 7620 APPLING CTR. DR SUITE 101 MEMPHIS, TN 38133-5074 B. CHANGE OF PRINCIPAL ADDRESS: STREET CITY STATE ZIP CODE + 4 7620 (4) This LLC is BOARD MANAGED DIRECTOR MANAGED MANAGER MANAGED MEMBER MANAGED (check one box) If board, director, or manager managed, provide the names and business addresses, including zip codes, of the governors, directors, or managers (or their equivalent), respectively. Attach an additional sheet if necessary. NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE+4 John Scarats 901 Front St, Ste 200 Louisville CO 80027 Ken desGarennes 901 Front St, Ste 200 Louisville CO 80027 Scott Beer 901 Front St, Ste 200 Louisville CO 80027 (5) Provide the names and business addresses, including zip codes, of the LLC managers (if governed by the LLC Act), or any officers (if governed by the Revised LLC Act), (or their equivalent), respectively. Attach an additional sheet if necessary. Name Business Address City, State, Zip code+4 John Scarats 901 Front St, Ste 200 Louisville Ca, 80027 Ken desGarennes 901 Front St, Ste 200 Louisville CO 80027 Scott Beer 901 Front St, Ste 200 Louisville Ca, 80027 (6) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS: CT CORPORATION SYSTEM B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS: 800 S. GAY ST., SUITE 2021, KNOXVILLE, TN 37929 C. INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE. (i.) CHANGE OF REGISTERED AGENT: (ii.) CHANGE OF REGISTERED OFFICE (Street Address): (City) (State) TN (Zip Code + 4) (County) (7) Number of member on the date the annual report is executed if there are more than six(6) members: This LLC is prohibited from engaging in business in Tennessee (check box if applicable). (8) SIGNATURE /s/ Ken desGarennes (9) DATE 5/8/08 (10) TYPE/PRINT NAME OF SIGNER Ken desGarennes (11) TITLE OF SIGNER CFO ** THIS REPORT MUST BE DATED AND SIGNED ** ss-4253(Rev. 01-08) INSTRUCTION: www.state.in.us/sos/ or 816-741-2288 ROA 1678 RECEIVED STATE OF TENNESSEE 2008 MAY 13 AM 9:49 FILEY DARNELL SECRETARY OF STATE

Tennessee Limited Liability Company Annual Report Form AR Filling #: 02225358 Status: Complete File online at: http://TNBear.TN.gov/AR Due on/Before: 04/01/2010 This Annual Report has been successfully paid for and submitted. Your Annual Report will be reviewed by Business Services and filed within 48 hours. Please keep this report for your records. Annual Report Filing Fee Due: $300 minimum plus $50 for each member over 6 to a maximum of $3000 $20 additional if changes are made in block 3 to the registered agent/office SOS Control Number: 379620 Limited Liability Company — Domestic Date Formed: 11/08/1999 Formation Locale: Shelby County (1) Name and Mailing Address: ZAYO BANDWIDTH TENNESSEE, LLC 901 FRONT ST SUITE 200 LOUISVILLE, CO 80027-0000 USA (2) Principal Office Address: 7620 APPLING CTR. DR STE 101 MEMPHIS, TN 38133-5074 USA (3) Registered Agent (RA) and Registered Office (RO) Address: CT CORPORATION SYSTEM 800 S GAY ST STE 2021 KNOXVILLE, TN 37929 USA Agent Changed: No (4) This LLC is (change if incorrect):Director Managed, Manager Managed, Member Managed, Board Managed (appropriate if formed prior to 1/1/2006 only). If board, director, or manager managed, provide the names and business addresses, including zip codes, of the governors, directors, or managers (or their equivalent), respectively. Name Business Address City, State, Zip Daniel P. Caruso 901 Front Street, Suite 200 Louisville, CO 80027 Gillis Cashman 901 Front Street, Suite 200 Louisville, CO 80027 John Siegel 901 Front Street, Suits 200 Louisville, CO 80027 John A. Downer 901 Front Street, Suite 200 Louisville, CO 80027 Michael Choe 901 Front Street, Suite 200 Louisville, CO 80027 (5) Provide the names and business addresses, including zip codes, of the LLC managers (if governed by the LLC Act), or any officers (if governed by the Revised LLC Act), (or their equivalent), respectively. Name Business Address City, State, Zip (6) Number of members on the date the annual report is executed if there are more than six (6) members: 1 This LLC is prohibited from doing business in Tennessee (check if applicable) (7) Signature: Electronic(8) Date: 03/22/2010 5:25 PM (9) Type/Print Name:Daniel P. Caruso (10) Title: Manager SS-4253 RDA 1678