<PAGE>

                                                                   Exhibit 10.37

                                     WAIVER

                  WAIVER, dated as of March 20, 2002 (this "WAIVER"), to the
Credit Agreement dated as of October 29, 1999 (as heretofore amended,
supplemented or otherwise modified, the "CREDIT AGREEMENT"), among PF.Net Corp.,
a Delaware corporation (the "BORROWER"), the Lenders from time to time party
thereto (collectively, the "LENDERS") and First Union National Bank, in its
capacity as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT")
for the Lenders.

                              W I T N E S S E T H :

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
made certain loans and other extensions of credit to the Borrower;

                  WHEREAS, the Borrower has requested that the Lenders waive
until April 15, 2002 any Defaults or Events of Default that have occurred and
are continuing under the Credit Agreement; and

                  WHEREAS, the Lenders are willing to agree to the requested
waiver, subject to the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:

                  1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms are used herein as defined in the Credit Agreement.

                  2. WAIVER. The Lenders hereby waive, but only until the
expiration of the Waiver Period (as defined below), any Default or Event of
Default under Sections 7.01(c), (d) or (e) of the Credit Agreement arising by
reason of (a) any failure by the Borrower to comply with Section 6.14 (Minimum
Cumulative Dark Fiber/Conduit Revenue/Proceeds), Section 6.15 (Minimum
Consolidated Operating Revenues) and Section 6.16 (Consolidated EBITDA) of the
Credit Agreement for the period ending March 31, 2002, (b) any failure by the
Borrower to comply with Sections 5.01(a) or (d) (Financial Statements and Other
Information) or Section 5.02(a) (Notice of Material Events) of the Credit
Agreement, (c) any failure by the Borrower to comply with Section 5.05 (Payment
of Obligations) of the Credit Agreement, (d) any failure by the Borrower to
comply with Section 6.02(ii) (Liens) of the Credit Agreement as a result of the
creation of any Lien not permitted under clause (b) of the definition of
Permitted Encumbrances or (e) any failure of any representation or warranty made
or deemed made by or on behalf of any Loan Party in connection with any
extension of credit under the Credit Agreement to have been true and correct in
all respects (or, in the case of any representation or warranty that is not
qualified as to materiality, in all material respects) as of the date made or
deemed made. The term "WAIVER PERIOD" shall mean the period from the date hereof
until the earliest to occur of (i) the occurrence of any Default or Event of
Default not expressly waived pursuant to this Waiver, (ii) April 15, 2002 or
(iii) any failure by the Borrower to comply with Section 3 of this Waiver.
<PAGE>

                  3. LIMITATION ON BORROWING AND RESTRICTED PAYMENTS. (a) The
Borrower hereby acknowledges and agrees that the Borrower shall not have the
right to, and shall not, request a borrowing of any Loan or the issuance of any
Letter of Credit, and that the Lenders shall have no obligation to make any such
Loan or issue any such Letter of Credit.

         (b) The Borrower hereby agrees that during the Waiver Period it shall
not have the right, and shall not, make any Restricted Payment, except on
account of Permitted Parent Expenses, otherwise permitted under Section 6.06(iv)
(Restricted Payments) of the Credit Agreement.

                  4. REPRESENTATIONS AND WARRANTIES. (a) After giving effect to
this Waiver, the Borrower hereby confirms, reaffirms and restates in all
respects the representations and warranties set forth in Article 3 (other than
Section 3.04(c)) of the Credit Agreement MUTATIS MUTANDIS, except that where
such representations and warranties relate to an earlier date, such
representations and warranties shall have been true and correct in all material
respects as of such earlier date.

         (b) The Borrower further represents and warrants that the Borrower and
the other Loan Parties are truly and justly indebted to the Administrative Agent
and the Lenders pursuant to the Loan Documents, without defense, counterclaim or
offset of any kind.

                  5. CONDITIONS PRECEDENT. This Waiver shall become effective on
the date of satisfaction of the following conditions precedent (the "EFFECTIVE
DATE"):

                  (a) WAIVER. The Administrative Agent shall have received
         counterparts of this Waiver, duly executed by the Borrower, the other
         Loan Parties, the Administrative Agent and the Required Lenders.

                  (b) NO DEFAULT OR EVENT OF DEFAULT. After giving effect to
         this Waiver, no Default or Event of Default shall have occurred and be
         continuing.

                  (c) FEES AND EXPENSES. The Administrative Agent shall have
         received payment of all fees and expenses required to be paid pursuant
         to Section 9.03 of the Credit Agreement for which invoices have been
         presented.

                  6. CONTINUING EFFECT; NO OTHER WAIVERS OR AMENDMENTS. Except
as expressly waived hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect. The waiver contained herein shall not constitute a waiver, amendment or
modification of any other provision of the Credit Agreement or the other Loan
Documents and does not indicate the Lenders' willingness to consent to any other
waiver, amendment or modification of the Credit Agreement or the other Loan
Documents. The Administrative Agent and the Lenders expressly reserve the right
to exercise all of their rights and remedies under the Credit Agreement, the
other Loan Documents and applicable law at any time after the expiration of the
Waiver Period in respect of the occurrence and continuance of any Default or
Event of Default waived pursuant to Section 2.

                  7. GUARANTORS. Each Loan Party party to a Guarantee
acknowledges and consents to all of the terms and conditions of this Waiver and
agrees that this Waiver does not


                                       2
<PAGE>

operate to reduce or discharge such Loan Party's obligations under such
Guarantee or the other Loan Documents to which such Loan Party is a party.

                  8. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK.

                  9. COUNTERPARTS. This Waiver may be executed by the parties
hereto in any number of separate counterparts, each of which when so executed
and delivered shall be deemed to be an original, and all of which taken together
shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Waiver by facsimile transmission shall
be as effective as delivery of a manually executed counterpart of this Waiver.


                                       3
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be executed by their duly authorized representatives as of the date first
above written.

                                     PF.NET CORP.


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name:  W. Terrell Wingfield Jr.
                                     Title: Vice President


                                     VELOCITA CORP.


                                     By: /s/ KIRBY G. PICKLE, JR.
                                         --------------------------------
                                     Name:  Kirby G. Pickle, Jr.
                                     Title: Chief Executive Officer


                                     PF.NET CONSTRUCTION CORP.


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name:  W. Terrell Wingfield Jr.
                                     Title: Vice President


                                     PF.NET SUPPLY CORP.


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name:  W. Terrell Wingfield Jr.
                                     Title: Vice President


                                     PF.NET NETWORK SERVICES CORP.


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name:  W. Terrell Wingfield Jr.
                                     Title: Vice President
<PAGE>

                                     PF.NET PROPERTY CORP.


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name: W. Terrell Wingfield Jr.
                                     Title: Vice President


                                     PF.NET VIRGINIA CORP.


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name: W. Terrell Wingfield Jr.
                                     Title: Vice President


                                     PF.NET VIRGINIA, LLC


                                     By: /s/ W. TERRELL WINGFIELD JR.
                                         --------------------------------
                                     Name: W. Terrell Wingfield Jr.
                                     Title: Vice President


                                     FIRST UNION NATIONAL BANK,
                                     as Administrative Agent and as a Lender


                                     By: /s/ G. C. ULLRICH
                                         --------------------------------
                                     Name:  G. C. Ullrich
                                     Title: Senior Vice President


                                     BANK OF AMERICA, N.A.


                                     By: /s/ PATRICK HONEY
                                         --------------------------------
                                     Name:  Patrick Honey
                                     Title: Vice President
<PAGE>

                                     BANKERS TRUST COMPANY


                                     By: /s/ ANCA TRIFAN
                                         --------------------------------
                                     Name:  Anca Trifan
                                     Title: Director


                                     CISCO SYSTEMS CAPITAL CORPORATION


                                     By: /s/ BRIAN P. FUKUHARA
                                         --------------------------------
                                     Name:  Brian P. Fukuhara
                                     Title: Chief Credit Officer


                                     CREDIT LYONNAIS NEW YORK BRANCH


                                     By: /s/ LINDA D. TULLOCH
                                         --------------------------------
                                     Name:  Linda D. Tulloch
                                     Title: Vice President


<PAGE>

                                     WESTDEUTSCHE LANDESBANK
                                     GIROZENTRALE


                                     By: /s/ PETER STEVENSON
                                         --------------------------------
                                     Name:  Peter Stevenson
                                     Title: Associate Director


                                     By: /s/ CYRIL DERVELOY
                                         --------------------------------
                                     Name:  Cyril Derveloy
                                     Title: Associate Director