WAIVER AND AMENDMENT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

WAIVER AND AMENDMENT AGREEMENT

THIS WAIVER AND AMENDMENT AGREEMENT (this “ Agreement ”) is dated as of March 10, 2009, by and among Primus Telecommunications Canada Inc., a corporation organized under the laws of the province of Ontario (the “ Borrower ”), 3082833 Nova Scotia Company, an unlimited liability company organized under the laws of the province of Nova Scotia (“ Parent ” and together with the Borrower, the “ Obligors ”), the Lenders (as defined herein), Primus Telecommunications International, Inc., a Delaware corporation (“ Primus Telecommunications ”), Primus Telecommunications Holding, Inc., a Delaware corporation (“ Primus Holding ”), Primus Telecommunications Group, Incorporated, a Delaware corporation (the “ Ultimate Parent , and together with Primus Telecommunications and Primus Holding, the “ Guarantors ”; the Guarantors, together with the Obligors, are referred to herein as the “ Credit Parties ”) and Guggenheim Corporate Funding, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “ Administrative Agent ”) and as collateral agent for the Secured Creditors (in such capacity, together with its successors and assigns, if any, the “ Collateral Agent ”).

RECITALS

WHEREAS, the Borrower, Parent, the lenders party thereto from time to time (the “ Lenders ”), the Administrative Agent and the Collateral Agent entered into the Senior Secured Credit Agreement, dated as of March 27, 2007, as amended by the Amendment to the Credit Agreement, dated May 26, 2007, as further amended by the Second Amendment to the Credit Agreement, dated July 16, 2007, as further amended by the Third Amendment to the Credit Agreement, dated July 25, 2007, as further amended by the Fourth Amendment to the Credit Agreement, dated August 14, 2007, as further amended by the Fifth Amendment to the Credit Agreement, dated August 31, 2007, as further amended by the Sixth Amendment to the Credit Agreement, dated September 14, 2007, as further amended by the Seventh Amendment to the Credit Agreement, dated September 21, 2007, as further amended by the Eighth Amendment to the Credit Agreement, dated October 1, 2007, as further amended by the Ninth Amendment to the Credit Agreement, dated October 5, 2007, as further amended by the Tenth Amendment to the Credit Agreement, dated October 12, 2007, as further amended by the Eleventh Amendment to the Credit Agreement, dated October 16, 2007, as further amended by the Twelfth Amendment to the Credit Agreement, dated October 17, 2007, and as further amended by the Thirteenth Amendment to the Credit Agreement, dated December 19, 2007 (as may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower has requested the waiver of certain Events of Default under the Credit Agreement;

WHEREAS, one or more of the Guarantors intend to commence voluntary bankruptcy proceedings on or before April 1, 2009 (together with any additional voluntary or involuntary proceedings commenced by or against one or more Guarantors on or before August 31, 2010, that are jointly administered with such proceedings, the “ Proceedings ”), in the United States Bankruptcy Court for the District of Delaware (together with any other court having jurisdiction over the case from time to time, the “ Bankruptcy Court ”), in connection with a pre-packaged or pre-negotiated Chapter 11 plan of reorganization of one or more of the Guarantors (as such plan may be modified from time to time, the “ Plan ”); and

WHEREAS, the Credit Parties have requested, and the Lenders have agreed, that the Lenders will waive any Events of Default arising out of the Events (as defined below) on the terms and conditions set forth in this Agreement;

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

Section 1. Defined Terms . Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Credit Agreement (as amended by this Agreement).

Section 2. Acknowledgement of Events .

2.1. Specified Events . The parties hereto acknowledge that the following events (together, the “ Specified Events ”) have occurred and may constitute Events of Default:

2.1.1. the failure of the Borrower to maintain Hedging Agreements, Lehman Unsecured Hedging Agreements or Unsecured Hedging Agreements reasonably satisfactory to the Administrative Agent to hedge the full amount of its currency rate exposures with respect to the aggregate principal amount outstanding under the Credit Agreement, in accordance with Section 8.18 of the Credit Agreement, with respect to which failure the Administrative Agent delivered written notice to the Borrower and the Ultimate Parent on December 22, 2008, which may constitute an Event of Default under Section 11.01(f) of the Credit Agreement;

2.1.2. the actions the Guarantors have taken to authorize or effect certain actions described in Section 11.01(i) of the Credit Agreement, which may constitute an Event of Default under Section 11.01(i)(v) of the Credit Agreement; and

2.1.3. the failure by the Obligors to deliver to the Administrative Agent an Officer’s Certificate in connection with the events described in Sections 2.1.1 and 2.1.2 above, in accordance with Section 7.03 of the Credit Agreement, which may constitute an Event of Default under Section 11.01(e) of the Credit Agreement.

2.2. Anticipated Events . Each Credit Party anticipates that an Event of Default may occur under the Credit Agreement due to (together, the “ Anticipated Events ,” and together with the Specified Events, the “ Events ”):

2.2.1. the institution of the Proceedings, constituting an Event of Default under Section 11.01(i) of the Credit Agreement and, at any time before the Plan is effective, Sections 11.01(i)(iii), (i)(v) and (i)(vi) of the Credit Agreement;

2.2.2. the occurrence of a Material Adverse Effect arising as a result of the Proceedings, constituting an Event of Default under Section 11.01(p) of the Credit Agreement;

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2.2.3. the failure of a Guarantor to make any payment when due with respect to Indebtedness or the acceleration of Indebtedness of a Guarantor, in each case at any time before the Plan is effective, constituting an Event of Default under Section 11.01(h)(i) of the Credit Agreement; and

2.2.4. certain provisions of the Guarantee being deemed invalid or unenforceable against a Guarantor in connection with the Proceedings, constituting an Event of Default under Section 11.01(k) of the Credit Agreement.

Section 3. Acknowledgment and Ratification of Obligations . Each Credit Party hereby acknowledges and agrees that:

3.1.1. the Credit Agreement and each of the other Loan Documents are valid and binding agreements, enforceable against the Credit Parties according to their terms, and each Credit Party is obligated to perform all of such Credit Party’s covenants, agreements and obligations in accordance with the Loan Documents as of the date hereof and does not have any defenses, counterclaims or rights of offset to any of such covenants, agreements or obligations (any and all of which are hereby unconditionally and irrevocably waived by each Credit Party);

3.1.2. the outstanding principal balance of the Loans as of March 10, 2009, is $35,000,000;

3.1.3. the Security Documents create and constitute valid, binding and enforceable first priority liens (subject only to Permitted Encumbrances) on, and perfected security interests in, the Collateral; and

3.1.4. except as set forth in Section 4 below, this Agreement does not constitute a waiver of any Default or Event of Default of any of the Lenders’ or Agents’ rights or remedies available at law, in equity or under the Loan Documents.

Section 4. Waiver . Subject to the terms and conditions of this Agreement, from and after the Effective Date (as defined below), the Lenders hereby waive any Events constituting Events of Default. This Agreement does not affect or restrict in any way the rights or remedies of the Lenders with respect to their claims against the Guarantors under the Guarantees, which the Credit Parties agree that the Lenders may exercise subject to the Proceedings and applicable law.

Section 5. Amendments to Credit Agreement; Additional Terms .

5.1. Applicable Margin . The definition of “Applicable Margin” in the Credit Agreement is hereby deleted and replaced by the following:

“ Applicable Margin ” means the rate per annum specified below (a) in the column under the caption “ABR Loans” for Alternate Base Rate Loans, or (b) in the column under the caption “LIBOR Loans” for LIBOR Rate Loans:

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5.2. Collateral . The definition of “Collateral” in the Credit Agreement is hereby deleted and replaced by the following:

“ Collateral ” means all Collateral, Secured Property and Pledged Securities (as each such term is defined in any of the Security Documents), and any other property or asset as to which a Security Document creates or purports to create a Lien.

5.3. Maturity Date . The definition of “Maturity Date” in the Credit Agreement is hereby deleted and replaced by the following:

“ Maturity Date ” means May 21, 2011.

5.4. Prepayment Premium . Section 3.03 of the Credit Agreement is hereby deleted and replaced by the following:

[Reserved]

5.5. Interest on Loans . Section 4.01(a) of the Credit Agreement is hereby deleted and replaced by the following:

Interest on Loans . On each Interest Payment Date the Borrower shall pay interest on each Loan, in arrears, at a rate equal to the greater of (i) the applicable LIBOR Rate or Alternate Base Rate, as applicable, plus the Applicable Margin and (ii) 2.50% plus the Applicable Margin.

5.6. Hedging . Section 8.18 of the Credit Agreement is hereby deleted and replaced by the following:

[Reserved]

5.7. Refinancing of Lehman Loan . Section 8.21 of the Credit Agreement is hereby deleted and replaced by the following:

[Reserved]

5.8. Default as to Other Indebtedness . Section 11.01(h)(iii) of the Credit Agreement is hereby deleted and replaced by the following:

[Reserved]

5.9. Events of Default . Each of the following shall, for all purposes, constitute an Event of Default under Section 11.01 of the Credit Agreement:

5.9.1. the Bankruptcy Court shall enter an order denying confirmation of the Plan, or the Proceedings shall be converted to a case under Chapter 7 of Title 11 of the United States Code;

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5.9.2. the Plan shall not have been confirmed by the Bankruptcy Court and become effective on or before August 31, 2010;

5.9.3. the Plan shall be confirmed or become effective without the reinstatement at effectiveness of each Guarantee on terms identical to such Guarantee existing on the date hereof as a valid, unsubordinated obligation of the applicable Guarantor, or the Plan is confirmed without any Guarantor holding, directly or indirectly, substantially all of its current assets and businesses;

5.9.4. the Bankruptcy Court shall enter any order that impairs the enforceability of this Agreement or any Loan Document (except as provided herein in connection with the obligations of the Guarantors under the Guarantee), as reasonably determined by the Administrative Agent;

5.9.5. any representation or warranty made by a Credit Party in this Agreement shall prove to be untrue in any material respect as of the date hereof;

5.9.6. any Credit Party shall default in the performance of any obligation under this Agreement that is not cured within 10 Business Days following notice thereof from the Administrative Agent; and

5.9.7. the Guarantee or any other Loan Document executed by a Guarantor shall cease to be valid and binding on or enforceable against any Guarantor.

5.10. Mandatory Prepayment Schedule . In addition to the obligations of the Borrower under Article III of the Credit Agreement, and notwithstanding anything to the contrary in Section 3.02(d) of the Credit Agreement, the Borrower shall prepay the outstanding principal of the Loans, without premium or penalty, on the dates and in the amounts set forth below:

All prepayments pursuant to this Section 5.10 shall be made in accordance with Sections 3.04 and 3.05 of the Credit Agreement. Each such prepayment shall be accompanied by the payment of (a) all accrued and unpaid interest with respect to the principal being prepaid through the date of

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prepayment and (b) any amount contemplated by Section 4.03 of the Credit Agreement. All prepayments pursuant to this Section 5.10 shall (i) be applied on a pro rata basis to the Term A Loans and the Term B Loans and (ii) shall be reduced in order of maturity by any prepayments of the Loans pursuant to Section 3.01 or 3.02 of the Credit Agreement (excluding the payment made to satisfy the condition precedent to this Agreement in Section 8.3 (the “ Required Prepayment ”)). The Lenders hereby waive any notice of the Required Prepayment that may be required under the Credit Agreement.

5.11. Second-Lien Term Loan . Notwithstanding anything to the contrary in Sections 9.01 or 9.02 of the Credit Agreement, the Borrower shall be permitted to create, incur, assume, guarantee or suffer to exist, or otherwise become or remain liable with respect to, a term loan, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding, secured by a second-priority Lien (the “ Second-Lien Term Loan ”) and guarantees by the Credit Parties (other than the Borrower); provided, that (a) the Second-Lien Term Loan shall not mature, or provide for any amortization payments, prior to the Maturity Date and (b) the Second-Lien Term Loan shall be subject to an intercreditor agreement, between the Lenders and the lenders in connection with the Second-Lien Term Loan, whose terms and conditions shall be satisfactory to the Administrative Agent.

5.12. Default Interest Rate . Notwithstanding the occurrence of the Events, Section 4.01(b) of the Credit Agreement shall not apply from the date hereof unless and until an Event of Default occurs. Each Credit Party agrees that this Section 5.12 shall not constitute a waiver by the Lenders of their rights pursuant to Section 4.01(b) of the Credit Agreement at any time after the occurrence of an Event of Default.

Section 6. Covenants .

6.1. No Obligor shall make, nor shall any Guarantor take any action to facilitate an Obligor in making, any Restricted Payment or Ultimate Parent Payment to any Guarantor except as permitted by the terms of the Loan Documents (as modified by this Agreement). In the event that, notwithstandi