ITC DELTACOM INC
EQUIPMENT SCHEDULE
<DOCUMENT>
<TYPE>EX-10.42.2
<SEQUENCE>9
<FILENAME>dex10422.txt
<DESCRIPTION>EQUIPMENT SCHEDULE
<TEXT>
<PAGE>

<TABLE>
                                                                                                   Exhibit 10.42.2
<S>                             <C>                          <C>                  <C>                   <C>
Lessor    General Electric Capital                                                               Equipment Schedule
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Lessee    ITC/\DeltaCom Communications, Inc.

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Billing Address                                              Attention
1791 O.G. Skinner Drive                                      Ivor Fredrickson
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City                                     County/Province              State/Country               Zip Code
West Point                               Troupl                       GA                          31833
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Installation Site                   City                     County/Province      State/Country      Zip Code
1530 Deltacom Drive                 Anniston                 Calhoun              AL                 36201
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Supplier Name                                                   Purchase Option           Advance Payment
Lucent                                                       [X](A) $1.00         00.00 The Advance Payment shall
                                                             [_](B) FMV           be applied to the first     and
                                                             [_](C)               last     Rent payment(s).
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Agreement No./Schedule No.      Price                             Payment Nos.    Lease Rate Factor       Rent
7101273-001                     $368,060.00
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Date of Schedule                Initial Term (months)
12/12/01                                       060                    1-18              0.00740         $ 2,723.64
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Commitment Date                 Payment Period
11/01/01                        x Monthly               Other        19-60              0.02779         $10,228.38
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   TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Schedule)
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</TABLE>

The terms and conditions of the Master Lease Agreement between Lessor and Lessee
referenced above are made a part of this Schedule. Lessor and Lessee hereby
agree to the terms defined above and further agree as set forth herein.

1. ADVANCE PAYMENT: Lessee shall pay to Lessor, upon the execution and delivery
of this Schedule, the advance payment set forth above ("Advance Payment") in
consideration of the Lessor holding funds available to purchase the Equipment
and obtain the Software and as compensation for Lessor's review of Lessee's
credit and document preparation. Upon Lessor's acceptance of the Lease, the
Advance Payment shall be applied to the payment of Rent as set forth above. Any
Advance Payment shall be non-refundable if Lessee fails to timely provide all
documentation or satisfy all conditions required by this Lease.

2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has signed and received
a copy of the Supplier Agreement. If Lessee is required to make payments to
Supplier under the Supplier Agreement prior to the Commencement Date ("Purchase
Price Payments"), Lessee requests Lessor to pay such payments subject to the
following terms and conditions. The Price will be increased by adding a price
adjustment for each Purchase Price Payment. Each such price adjustment shall be
computed by multiplying the Purchase Price Payment paid by Lessor to Supplier by
a rate equal to the "Base Lending Rate" from time to time designated by Citibank
N.A., NY, NY in effect on the date Lessor makes the first Purchase Price Payment
plus two and one-half percent, divided by 360, and multiplied by the actual
number of days elapsed from the date of the Purchase Price Payment to the
Commencement Date or, if the Lease does not commence, to the date Lessee refunds
the Purchase Price Payments to Lessor in accordance with Section 3. In no event
will all or any price adjustment(s) exceed any limits imposed by applicable law.
The periodic Rent shall be increased as a result of adding to the Price of the
System an amount equal to the total price adjustment(s).

3. ACCEPTANCE: Lessee agrees to accept the System for purposes of this Lease by
signing the Acceptance Certificate within ten (10) days after the System has met
the acceptance criteria specified in the Supplier Agreement. If Lessee fails or
refuses to sign the Acceptance Certificate within such (10) ten day period,
Lessor may declare Lessee's assignments and Lessor's agreement to pay the Price
set forth in Section 1 of the Agreement and Section 2 of this Schedule to be
null and void ab initio and thereupon the Lease shall terminate. Lessor shall
then have no obligations under the Lease and Lessee shall, within ten (10) days
of a demand therefore, immediately pay to Lessor all Purchase Price Payments and
all price adjustment(s) under Section 2 herein as well as Lessor's out-of-pocket
expenses.

4. MAINTENANCE, USE, AND OPERATION: At all times during the Term, at its sole
cost and expense, Lessee shall maintain the System in good repair, condition and
working order, ordinary wear and tear excepted. Lessee shall use the System and
all parts thereof for its designated purpose and in compliance with all
applicable laws, shall keep the System in its possession and control and shall
not permit the System to be moved from the Installation Site set forth above
without Lessor's prior written consent.

5. PERSONAL PROPERTY: The System is, and shall at all times remain, personal
property even if the Equipment is affixed or attached to real property or any
improvements thereon. At Lessor's request, Lessee shall, at no charge, promptly
affix to the System any tags, decals, or plates furnished by Lessor indicating
Lessor's interest in the System and Lessee shall not permit their removal or
concealment. At Lessee's expense, Lessee shall (a) at all times keep the System
free and clear of all liens and encumbrances, except those described in Section
6 and those arising through the actions of Lessor, and (b) otherwise cooperate
to defend Lessor's interest in the System and to maintain the status of the
System and all parts thereof as personal property. If requested by Lessor,
Lessee will, at Lessee's expense, furnish a waiver of any interest in the System
from any party having an interest in the real estate or building in which the
System is located. Lessor may inspect the System and any related maintenance
records at any time during Lessee's normal business hours.

6. TRUE LEASE AND SECURITY INTEREST: If Lessee has selected Purchase Option B,
(a) Lessor holds title to the Equipment and the right to use the Software and
Lessor shall be entitled to all tax benefits resulting therefrom, (b) Lessee
shall have no right, title or interest therein, other than possession and use as
a lessee and non-exclusive sublicensee, and (c) Lessee and Lessor intend

<PAGE>
this Lease to create a true lease and not a security interest, and the
provisions of this Section or the filing of any financing statements with
respect to this Lease shall not be deemed evidence of any contrary intent but of
an attempt to protect Lessor's rights and title. Regardless of the purchase
option selected, and without limiting or negating the foregoing sentence, to
secure the performance of Lessee's obligations under this Lease including,
without limitation, the repayment of any Purchase Price Payments, price
adjustments and out-of-pocket expenses under Section 3 above, Lessee hereby
grants to Lessor a first priority security interest in Lessee's existing and
future right, title and interest in, to and under (i) the System including all
additions, attachments, accessions, and leased Modifications and Additions (as
defined in Section 7 below) thereto, and replacements therefor, (ii) the
applicable Supplier Agreement, and (iii) all products and proceeds of the
foregoing including, without limitation, insurance proceeds, rents and all sums
due or to become due to Lessee with respect to any of the foregoing, and all
monies received in respect thereof.

7. MODIFICATIONS, ADDITIONS AND ALTERATIONS: After the Commencement Date of this
Lease and without notice to Lessor, Lessee may, at Lessee's expense, alter or
modify any item of Equipment with an upgrade, accessory or any other equipment
that meets the specifications of the System's manufacturer for use on or in
connection with the System ("Modification") or with Software or other associated
items or materials that meet the specifications of such manufacturer and are to
be used on or in connection with such System ("Addition"). Any other
modification or addition ("Alteration") shall be permitted only upon written
notice to Lessor and at Lessee's expense and risk, and any such Alteration shall
be removed and the System restored to its normal, unaltered condition at
Lessee's expense prior to its return to Lessor. If not removed upon return of
the System, any Modification or Addition shall become, without charge, the
property of Lessor free and clear of all encumbrances. Restoration will include
replacement of any parts removed in connection with the installation of an
Alteration, Modification or Addition. Any Equipment or Software installed in
connection with warranty or maintenance service or manufacturer's upgrades
provided at no charge to Lessee shall be the property of Lessor.


8. LEASES FOR MODIFICATIONS AND ADDITIONS: During the Term of this Lease, at
Lessee's request, Lessor may elect to lease to Lessee Modifications and
Additions ("CSO Equipment") subject to the terms of this Lease. While the CSO
Equipment shall be added to and become a part of this Lease as of the CSO
Commencement Date (as defined below), the CSO Lease Addendum shall be assigned a
separate Schedule number. The lease for CSO Equipment shall expire at the same
time as this Lease. The applicable Lease Rate Factor shall be Lessor's
then-current Lease Rate Factor for similar transactions based upon the remaining
length of the Term. The rent for CSO Equipment shall be determined by Lessor who
shall adjust the then-current Rent and notify Lessee in writing of such
adjustment(s), which shall be effective as of the first day of the month
following the date of the notice (or the date of the notice if it is the first
day of the month) ("CSO Commencement Date"). Any adjustment notice shall be
added to and become a part of this Lease.

CSO Equipment must be ordered by Lessee from the Supplier. On the date any CSO
Equipment is delivered to Lessee, Supplier shall pass title to such CSO
Equipment (other than any Software which shall be licensed and/or sublicensed)
directly to Lessor. Such title shall be good and marketable and free and clear
of any and all liens and encumbrances of any nature whatsoever. Lessor shall
promptly pay to Supplier the appropriate price of the CSO Equipment after the
later of (a) the date the CSO Equipment is installed and functioning, or (b)
Lessor's receipt of a full and complete listing of the CSO Equipment and the
Supplier's invoice. No interest shall be payable by Lessor to Supplier with
respect to such payment. Lessor's agreement to lease any CSO Equipment is
subject to the condition that the Price payable to Supplier with respect thereto
shall not exceed $100,000.00 or be less than $1,000.00, and is subject to
satisfactory credit review by Lessor of Lessee's credit at the time of the CSO.

9. RETURN OF SYSTEM: (a) Upon any termination of this Lease pursuant to the term
hereof prior to the end of the Term, (b) at Lessor's request upon the occurrence
of an Event of Default, or (c) if Lessee has not exercised its Purchase Option
set forth herein at the end of the applicable Term, Lessee shall, at its own
risk and sole expense, immediately return the System to Lessor by properly
removing, disassembling and packing it for shipment, loading it on board a
carrier acceptable to Lessor, and shipping the same to a destination in the
continental United States specified by Lessor, freight and insurance prepaid.
The returned System shall be in the same condition and operating order as
existed when received, ordinary wear and tear excepted. If Lessee does not
immediately return the System to Lessor as required, Lessee shall pay to Lessor,
on demand, an amount equal to the then-current Rent prorated on a daily basis
for each day from and including the termination or expiration date of the Lease
through and including the day Lessee ships the System to Lessor in accordance
with this Section. Lessee shall pay to Lessor, upon written demand, any amount
necessary to place the System in good repair, condition and working order,
ordinary wear and tear excepted.

10. PURCHASE OPTION: At the expiration of the Initial Term or any Term, if
Lessee has performed all terms and conditions of the Lease, except the return of
the System pursuant to Section 9 herein, Lessee shall have the right to purchase
all, but not less than all, of the Equipment and all leased Modifications and to
receive an assignment of all, but not less than all, non-exclusive sublicenses
to use the Software and Additions, if any, for the purchase price described
below subject to the following terms and conditions:

If Lessee has elected Purchase Option B or C above, Lessee shall provide written
notice to Lessor at least six (6) months prior to such purchase that Lessee has
elected to exercise its Purchase Option. In any event, upon exercise of its
purchase option, Lessee shall purchase the Equipment and all leased
Modifications and obtain a non-exclusive sublicense to use the associated
Software and Additions AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME
DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN SECTION 9 OF THE
AGREEMENT. Lessee also shall be responsible for the payment of any sales tax or
other fees in connection with Lessee's exercise of this Purchase Option. The
purchase price shall be due and payable to Lessor by Lessee at the expiration of
the applicable Term.

Upon satisfaction by Lessee of the purchase conditions, Lessor's sole and
exclusive obligations under this Purchase Option shall be to deliver to Lessee
good title to such Equipment and leased Modifications such as Lessor received
from the Supplier, to assign to Lessee a non-exclusive sublicense, as described
in the Supplier Agreement, to use the associated Software and Additions, free
and clear of all liens, encumbrances and rights of others arising solely out of
or created by Lessor's actions. Lessor's assignment of the sublicense is limited
to such sublicense as Lessor can assign without incurring further cost and is
subject to all applicable terms and conditions of the license and/or sublicense
set forth in the Supplier Agreement.

The purchase price shall be as follows:

(a) Purchase Option A. If Lessee has selected Purchase Option A above, the
purchase price shall be $1.00.

(b) Purchase Option B. If Lessee has selected Purchase Option B above, the
purchase price shall be the installed fair market value thereof assuming the
System is in good repair, condition and working order, ordinary wear and tear
excepted ("FMV"). The FMV shall be determined by Lessor and Lessee. If Lessor
and Lessee are unable to agree, the FMV shall be determined by an independent
appraiser selected by Lessor and approved by Lessee which approval shall not be
unreasonably withheld or delayed. Lessee shall bear the fees of the appraiser.

(c) Purchase Option C. If Lessee has selected Purchase Option C, the purchase
price shall be the product obtained by multiplying the Price, as it may have
been adjusted, by the percent set forth in Option C above.

11. LEASE RATE: By signing a Lease with a Purchase Option A or Purchase Option
C, Lessee agrees to pay Rent (consisting of a principal payment for Equipment
and, if applicable, Software, maintenance, and/or other costs) based on the
Price of such items and a Lease charge derived from an implied interest rate
("Lease Rate"). The Lease Rate, as used to calculate the portion of each monthly
Rent payment that constitutes a lease charge, may be determined by applying to
the Price, the rate that will amortize such Price (adjusting for any Advance
Rent) down to the amount of the Purchase Option at a constant rate over the
Initial Term by payment of the monthly Rent. The Lease Rate is the constant rate
referred to in the preceding sentence. The Lease Rate can also be calculated
using the Price as the present value, the Purchase Option as the future value,
the Rent as the payment and the stated Term.

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A complete description of the System is set forth on the Equipment and Software
                 Listing attached hereto and made a part hereof.
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General Electric Capital Corporation      ITC/\DeltaCom Communications, Inc.


BY            /s/ Henry Cruz              BY        /s/ Ivor Fredrickson
   ------------------------------------     ------------------------------------
        Authorized Representative                 Authorized Representative

PRINT NAME        Henry Cruz              PRINT NAME       Ivor Fredrickson
           ----------------------------              ---------------------------
TITLE Portfolio Manager  DATE: 12/31/01   TITLE  VP and Treasurer  DATE 12/31/01
      ------------------       --------         ------------------      --------
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<PAGE>
--------------------------------------------------------------------------------
 Lessor  General Electric Capital Corporation                 Equipment Schedule
                                                                  Addendum No. 1
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 Lessee  ITC/\DeltaCom Communications, Inc.      Master Lease Agreement Dated
         ("Lessee")                              December 31, 2001--Schedule No.
                                                 7101273-001
================================================================================

Contemporaneously with the entry into the Equipment Schedule referred to above
(the "Schedule"), Lessor and Lessee agree:

     1.  Capitalized terms used herein shall have the meaning set out in the
         Schedule and each of the capitalized terms used but not defined in the
         Schedule shall have the meaning set out in the Master Lease Agreement.

     2.  Clause (i) of the last sentence of Section 6 of the Schedule shall be
         deleted and replaced with the following:

         "(i) the System, including all Modifications and Additions (as defined
         in Section 7 below) thereto that are leased from the Lessor, and
         replacements therefor, and".

     3.  Section 7 of the Schedule is amended and restated as follows:

         "7. MODIFICATIONS, ADDITIONS AND ALTERATIONS: After the Commencement
         Date of this Lease and without notice to Lessor, Lessee may, at
         Lessee's expense, alter or modify any item of Equipment with a
         severable upgrade, accessory or any other equipment that meets the
         specifications of the System's manufacturer for use on or in connection
         with the System ("Modification") or with severable Software or other
         associated items or materials that meet the specifications of such
         manufacturer and are to be used on or in connection with such System
         ("Addition"), provided that any such Modification or Addition that is
         unseverable from the System shall not be subject to a lien by any
         Person other than Lessor without the prior written consent of Lessor.
         Any severable Modification or Addition ("Alteration") shall be
         permitted at Lessee's expense and risk, and any such Alteration shall
         be removed and the System restored to its normal, unaltered condition
         at Lessee's expense prior to its return to Lessor. With respect to
         unseverable Modification or Addition, Lessee shall not undertake any
         such Modification or Addition without the prior written consent of
         Lessor. Restoration will include replacement of any parts removed in
         connection with the installation of an Alteration, Modification or
         Addition. Any Equipment or Software installed in connection with
         warranty or maintenance service or manufacturer's upgrades provided at
         no charge to Lessee shall be the property of Lessor."

     4.  Clause (a) of Section 9 of the Schedule shall be deleted.

     5.  Lessee shall fulfill all of its obligations under the Schedule
         promptly, unless the Schedule otherwise provides that Lessee shall
         fulfill such obligation in a specified number of days.

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 General Electric Capital Corporation     ITC/\DeltaCom Communications, Inc.


 BY   /s/ Henry Cruz                      BY   /s/ Ivor Fredrickson
      ----------------------------------       ---------------------------------
          Authorized Representative               Authorized Representative

PRINT NAME  Henry Cruz                    PRINT NAME  Ivor Fredrickson
            ----------------------------              --------------------------
TITLE  Portfolio Manager  DATE  12/21/01  TITLE   VP, Treasurer   DATE  12/31/01
                         -------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
                                                              Agreement Addendum
                                                                     (continued)
--------------------------------------------------------------------------------


       6.  Notwithstanding anything in the Schedule to the contrary, if the
           Schedule requires Lessee to pay expenses or attorneys' fees of
           Lessor, Lessee shall only be obligated to pay those expenses and
           attorneys' fees of Lessor under the Schedule which are reasonable.

       7.  The Schedule, as amended hereby, remains in full force and effect and
           is hereby ratified by the parties hereto.

































3/98(C)Telecom Financial Services Legal Staff                             Page 2

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