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                                                                    EXHIBIT 10.1

THIS FACILITY  AGREEMENT is dated 20 February,  2001 and amended and restated on
24 September, 2001

BETWEEN:

(1)   POLSKA TELEFONIA CYFROWA SP. Z O.O., a company  registered in the National
      Court Register under the number 0000029159 ( the "Borrower");

(2)   THE GUARANTORS listed in Schedule B;

(3)   DEUTSCHE BANK AG LONDON ("DBAG"),  DEUTSCHE BANK POLSKA S.A. ("DB Polska")
      and DRESDNER BANK LUXEMBOURG  S.A.  ("Dresdner") as lead arrangers (each a
      "Lead Arranger" and, collectively, the "Lead Arrangers");

(4)   THE BANKS listed in Schedule A;

(5)   DB POLSKA as security agent for the Banks (the "Security Agent"); and

(6)   DEUTSCHE  BANK  LUXEMBOURG  S.A.  as  facility  agent for the  Banks  (the
      "Agent").

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   Defined Terms:

      In this Agreement:

      "Accession Document"

      means an  agreement  substantially  in the form of  Schedule I pursuant to
      which a Principal Member of the Group becomes a Guarantor.

      "Accounting Period"

      in relation to any person means any period of  approximately  three months
      (ending on the last day in March,  June,  September  and  December of each
      year) or one year ending on the last day in December for which Accounts of
      such person are required to be delivered pursuant to this Agreement.

      "Accounting Principles"

      means:

      (a)   in the case of the Accounts of the  Borrower and the Group,  the IAS
            on which the  preparation  of the  Original  Borrower  Accounts  was
            based; and

      (b)   in the case of the  Accounts of each  Principal  Member of the Group
            (other than the Borrower),  the IAS or the accounting principles and
            practices generally accepted in the jurisdiction of incorporation of
            such person.


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      "Accounts"

      means from time to time:

      (a)   the latest audited  consolidated annual accounts of the Group so far
            as concerns the annual  period ending 31st  December,  1999 and each
            annual period thereafter;

      (b)   the latest audited annual  accounts of each Principal  Member of the
            Group; and

      (c)   the latest unaudited quarterly  consolidated financial statements of
            the Group or so far as concerns each quarter ending 30th  September,
            2000 and  thereafter  the latest  unaudited  quarterly  consolidated
            financial statements of the Group,

      delivered  or  required  to be  delivered  to the Agent  pursuant  to this
      Agreement, or such of those accounts as the context requires.

      "Acquisition"

      means the acquisition  directly or indirectly  (whether by one transaction
      or by a series of related  transactions) of any interest whatsoever in the
      share capital (or  equivalent) or the business or  undertaking  (including
      without  limitation,  any  franchise  rights)  or  assets  constituting  a
      separate business or undertaking of any person.

      "Additional Costs Rate"

      means,  in relation to an Advance or unpaid sum owing to a bank,  the rate
      per annum notified by any Bank to the Agent to be the cost to that Bank of
      compliance with all reserve asset,  liquidity or cash margin or other like
      requirements of the Bank of England, the Financial Services Authority, the
      European  Central  Bank  or any  other  applicable  monetary,  regulatory,
      supervisory or other authority (other than the National Bank of Poland) in
      relation  to that  Advance or unpaid sum and which in the case of the Bank
      of England and the  Financial  Services  Authority  shall be determined in
      accordance with Schedule G (Additional Costs Rate).

      "Additional Debt Amount"

      means,  at any time, an amount equal to the Euro  Equivalent of the sum of
      (a)  (euro)450,000,000  and  (b) the  amount  by  which  (euro)700,000,000
      exceeds the sum of (i) the "Total  Commitments"  under, and as defined in,
      the Main Facility Agreement at such time and (ii) the Total Commitments at
      such time.

      "Advance"

      means:

      (a)   when designated  "Tranche A", the principal amount of each borrowing
            under this Agreement from the Tranche A Commitments;

      (b)   when designated  "Tranche B", the principal amount of each borrowing
            under this Agreement from the Tranche B Commitments; and

      (c)   without  any such  designation,  a Tranche A  Advance  or  Tranche B
            Advance as the context requires;

      or, in each case, the principal amount of such borrowing  outstanding from
      time to time, as the context requires.


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      "Affiliate"

      means,  as to any person,  any other person that,  directly or  indirectly
      controls,  is controlled by or is under common control with such person or
      is a director or officer of such person.  For purposes of this definition,
      the term "control" (including the terms "controlling", "controlled by" and
      "under common control with") of a person means the  possession,  direct or
      indirect of the power to vote 5% or more of the voting  interests  of such
      person or to direct or cause the direction of the  management and policies
      of such person,  whether  through the  ownership of voting  interests,  by
      contract or otherwise.

      "Agent's Spot Rate of Exchange"

      means:

      (a)   when converting an amount into Euro or Zloty,  the Agent's spot rate
            of exchange for the purchase of Euro or Zloty in the Brussels or, as
            the case may be, Warsaw  foreign  exchange  market with the relevant
            currency at or about 11.00 a.m. on a particular day; and

      (b)   when  converting an amount of Euro or Zloty into any other currency,
            the  Agent's  spot rate of exchange  for the  purchase of such other
            currency  in the  Brussels  or as the  case may be,  Warsaw  foreign
            exchange  market with Euro or Zloty, as the case may be, at or about
            11.00 a.m. on a particular day.

      "Applicable Legal Lending Limits"

      has the meaning given to such term in Clause 5.5 (Zloty Limit).

      "Applicable Margin"

      means 1.5 per cent.  per annum  (subject to  adjustment  under Clause 10.5
      (Margin adjustment)).

      "Asset Pledge"

      means the pledge of assets in the agreed form  executed by the Borrower in
      favour of the Security Agent to be registered in accordance with the terms
      hereof.

      "Auditors"

      means Arthur  Andersen Sp. z o.o., any of the other "big five"  accounting
      firms as may from time to time be appointed by the Borrower, or such other
      firm of  internationally  recognised  auditors as may from time to time be
      appointed by the Borrower and approved by the Agent (such  approval not to
      be unreasonably withheld or delayed).

      "Availability Period"

      means the  period  starting  on the  Signing  Date and  ending on the date
      falling one month before the Final Repayment Date.

      "Bank"

      means each of the following:

      (a)   when designated "Tranche A":

            (i)   each bank or other financial institution whose name is set out
                  in Schedule A which has a Tranche A Commitment;


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            (ii)  each  bank or other  financial  institution  to  which  rights
                  and/or  obligations  under  this  Agreement  are  assigned  or
                  transferred  pursuant to Clause 30 (Changes to Parties)  under
                  Tranche A and  which  assumes  rights  and  obligations  under
                  Tranche A pursuant to a Transfer Certificate; and

      (b)   when designated "Tranche B":

            (i)   each bank or other financial institution whose name is set out
                  in Schedule A which has a Tranche B Commitment;

            (ii)  each  bank or other  financial  institution  to  which  rights
                  and/or  obligations  under  this  Agreement  are  assigned  or
                  transferred  pursuant to Clause 30 (Changes to Parties)  under
                  Tranche B and  which  assumes  rights  and  obligations  under
                  Tranche B pursuant to a Transfer Certificate; and

      (c)   without any such  designation,  a Tranche A Bank or a Tranche B Bank
            as the context requires.

      "Bank Account Side Letter"

      means the side letter  relating to bank accounts of the  Borrower's  Dutch
      and Luxembourg subsidiaries in the agreed form executed by the Borrower in
      favour of the Agent for the benefit of the Finance Parties.

      "Bank Guarantee Fund"

      means the Bank Guarantee Fund as defined in the Act on Bank Guarantee Fund
      dated 14th December, 1994 enacted under Polish law.

      "Business Day"

      means a day (not being a Saturday  or Sunday) on which  banks and  foreign
      exchange markets are open for business:

      (a)   in  relation  to a  transaction  involving  Tranche  A,  in  London,
            Luxembourg and Brussels;

      (b)   in relation to a  transaction  involving  Tranche B, in Warsaw,  or,
            only for the  purposes of  determination  of the Rate Fixing Day and
            notice of Requests, Luxembourg, Warsaw and London;

      (c)   in relation to a  transaction  involving  an Optional  Currency,  in
            London, Luxembourg and the principal financial centre of the country
            of that Optional Currency; and

      (d)   in  relation  to any date  for  payment  or  purchase  of  Euro,  in
            Luxembourg and which is also a TARGET Day.

      "Business Plan"

      means:

      (a)   on the  Signing  Date and until the first  delivery of a document to
            the Agent in accordance with Clause 8.5 (UMTS  Prepayment) or Clause
            19.2(a)(iii)  (Financial Information and Business Plan), as the case
            may be, the document delivered to the Agent as a condition precedent
            of the first drawdown in accordance with paragraph 20 of Schedule E;
            and

      (b)   thereafter  the  document  most  recently  delivered to the Agent in
            accordance with Clause 8.5 (UMTS Prepayment) or Clause  19.2(a)(iii)
            or (iv)  (Financial  Information and Business Plan), as the case may
            be,


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      and in each case such document shall include the relevant  assumptions and
      projections  associated with that document and shall be  substantially  in
      the form of the  document  referred to in  paragraph  (a) above or in such
      other form as may be agreed  between the  Borrower and the Agent acting on
      behalf of the Majority Banks.

      "Capital Expenditure"

      means any  expenditure  which should be treated as capital  expenditure in
      the  audited  consolidated  Accounts of the Group in  accordance  with the
      Accounting Principles.

      "Cash"

      means any credit balances on any deposit,  savings or current account with
      any Bank or bank or other financial  institution which has (or the Holding
      Company of which has) a long-term  debt rating of at least (a) "BBB-" from
      S&P and  "Baa3"  from  Moody's in any amount or (b) "BB" from S&P and "Ba"
      from  Moody's in such  amounts as may be agreed  between the Agent and the
      Borrower from time to time; short term government  securities of Poland, a
      member state of the European Union or a member of the G7 group of nations;
      and cash in hand but excluding  any cash on deposit in any escrow  account
      maintained to secure or fund payment of interest on high yield bonds.

      "Collateral Sharing Intercreditor Agreement"

      means an agreement substantially in the form set forth at Schedule M.

      "Commitment"

      in relation to a Bank means:

      (a)   when designated  "Tranche A", the amount appearing and designated as
            such set  opposite  its name in  Schedule  A and/or in any  Transfer
            Certificate  or  other  document  by  which  it  became  party to or
            acquired rights under this Agreement;

      (b)   when designated "Tranche B":

            (i)   at any time on or  before  the  last  day of the  Availability
                  Period,  the lower of (A) the Zloty Equivalent at that time of
                  the  amount  in Euro  appearing  and  designated  as such  set
                  opposite  its name in  Schedule  A and (B) its Zloty  Limit at
                  such time and in each case the Zloty  Equivalent of any amount
                  in  Euro  appearing  and  designated  as  such  in a  Transfer
                  Certificate or other document by which it became a party to or
                  acquired  rights under this  Agreement on or prior to the last
                  day of the Availability Period;

            (ii)  at any time after the last day of the Availability Period, the
                  amount in Zloty as calculated by the Agent in accordance  with
                  Clauses 5.5 (Zloty Limit) and 6  (Cancellation  and Reduction)
                  as being the revised Tranche B Commitment at such time and the
                  Zloty   Equivalent  of  any  amount  in  Euro   appearing  and
                  designated as such in a Transfer Certificate or other document
                  by which it became a party to or  acquired  rights  under this
                  Agreement after the last day of the Availability Period; and

      (c)   without  any such  designation,  a Bank's  Tranche A  Commitment  or
            Tranche B Commitment as the context requires,

      in each case to the extent not  cancelled,  reduced or  transferred  under
      this  Agreement  (collectively  the  "Total  Commitments"  and  where  the
      aggregate  Total  Commitments  for  Tranche  A  and  Tranche  B is  to  be
      calculated  under this  Agreement,  any  Commitment  determined as a Zloty
      amount or denominated  in Zloty will be calculated at its Euro  Equivalent
      at the time of such calculation).


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      "Dangerous Substance"

      means any  radioactive  emissions and any natural or artificial  substance
      (whether in the form of a solid, liquid, gas or vapour but excluding,  for
      the  avoidance  of doubt,  radio  waves) the  generation,  transportation,
      storage,  treatment,  use  or  disposal  of  which  (whether  alone  or in
      combination with any other substance) and including  (without  limitation)
      any controlled, special, hazardous, toxic, radioactive or dangerous waste,
      gives rise to a risk of causing harm to man or damaging the Environment or
      public health.

      "DCS-1800 Licence"

      means the licence  numbered  498/99 issued to the Borrower on 11th August,
      1999  which  licence   includes  the  permit  to  install  and  utilise  a
      telecommunications  network and the frequency allocation necessary for the
      Borrower to provide a service in the ETSI/GSM 1800MHz band.

      "Default"

      means (a) an Event of Default,  or (b) an event which,  with the giving of
      notice or lapse of time or both, would constitute an Event of Default.

      "Default Date"

      means the first date on which the Agent serves a notice under Clause 22.21
      (Acceleration)  or the date after an Event of Default  which the  Majority
      Banks determine is the Default Date.

      "Dollars" and "US$"

      means the lawful currency of the United States of America.

      "EBITDA"

      of any  person  means in  respect  of each  Ratio  Period,  the sum of the
      following for such Ratio Period:

      (a)   the net income (whether  positive or negative) before  Extraordinary
            Items;

      (b)   any Interest Payable;

      (c)   any provision for income Taxes;

      (d)   any amortisation and depreciation reflected in the relevant Accounts
            during such Ratio Period; and

      (e)   (without  double-counting)  any consolidated losses which arise as a
            result of having  Financial  Indebtedness in a currency which during
            such Ratio Period appreciates against the Zloty;

      after deducting the sum of:

      (f)   to the extent not already  deducted in determining  net income,  any
            handset  costs and other  subscriber  acquisition  costs  (including
            commissions  for  dealers,  equipment  subsidy,  and  marketing  and
            promotion but excluding market research,  public relations,  loyalty
            programmes,  activation  fees and prepaid  revenues)  whether or not
            capitalised during such Ratio Period;

      (g)   any Interest Receivable for such Ratio Period; and

      (h)   (without  double-counting)  any consolidated  gains which arise as a
            result of having  Financial  Indebtedness in a currency which during
            the relevant Ratio Period depreciates against the Zloty;


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      in each case, of such person and its Subsidiaries on a consolidated basis.

      "Environment"

      means all, or any of, the  following  media,  the air  (including  the air
      within  buildings and the air within other natural or man-made  structures
      above or below ground), water (including,  without limitation,  ground and
      surface  water)  and land  (including,  without  limitation,  surface  and
      sub-surface soil).

      "Environmental Claim"

      means any claim by any person:

      (a)   in respect of any loss or  liability  suffered  or  incurred by that
            person  as a  result  of or in  connection  with  any  violation  of
            applicable Environmental Law; or

      (b)   that  arises  as a result  of or in  connection  with  Environmental
            Contamination  and that  could  give rise to any  remedy or  penalty
            (whether  interim or final)  that may be  enforced  or  assessed  by
            private  or  public   legal  action  or   administrative   order  or
            proceedings  including,  without  limitation,  any such  claim  that
            arises from injury to persons or property.

      "Environmental Contamination"

      means each of the following and their consequences:

      (a)   any  release,   emission,  leakage  or  spillage  of  any  Dangerous
            Substance at or from any site owned or occupied by any member of the
            Group into any part of the Environment;

      (b)   any accident,  fire,  explosion or sudden event at any site owned or
            occupied by any member of the Group  which is directly  caused by or
            attributable to any Dangerous Substance; and

      (c)   any other pollution of the  Environment  arising at or from any site
            owned or occupied by any member of the Group.

      "Environmental Law"

      means all laws and regulations  concerning  pollution,  the Environment or
      Dangerous Substances.

      "Environmental Licence"

      means  any  permit,  licence,  authorisation,  consent  or other  approval
      required by any applicable Environmental Law.

      "EURIBOR"

      in relation to any Tranche A Advance made in Euro for any Interest  Period
      relating thereto, means:

      (a)   the rate per  annum  determined  by the  Banking  Federation  of the
            European  Union  which  appears on page  Euribor  01 on the  Reuters
            screen (or any other page as may replace such page on such service);
            or

      (b)   if no offered  rate  appears  on the  relevant  page of the  Reuters
            screen  or there is no  relevant  page on the  Reuters  screen,  the
            arithmetic  mean  (rounded  upward,  if  necessary,  to four decimal
            places) of the  respective  rates,  as  supplied to the Agent at its
            request, quoted by the Tranche A Reference Banks to leading banks in
            the ordinary course of business in the European interbank market,


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      at or about 11.00 a.m. on the Rate Fixing Day of such Interest  Period for
      the  offering  of  deposits  in the  currency  of the Advance for the same
      period as such Interest  Period and in an amount  comparable to the amount
      of such  Advance.  If any of the  Tranche A  Reference  Banks is unable or
      otherwise  fails  so to  supply  such  offered  rate by 1.00  p.m.  on the
      required  date,  "EURIBOR"  for the  relevant  Interest  Period  shall  be
      determined  on the  basis of the  quotations  of the  remaining  Tranche A
      Reference Banks.

      "Euro", "euro" and "(euro)"

      means the lawful  currency of the member states of the European Union that
      have  adopted  the  single   currency  in   accordance   with  the  treaty
      establishing the European Community (signed in Rome on 25 March, 1957), as
      amended  by the  Treaty on  European  Union  (signed  in  Maastricht  on 7
      February, 1992).

      "Euro Equivalent"

      means:

      (a)   in relation to an amount in Euro,  that amount (or its equivalent in
            other currencies); and

      (b)   in relation to any amount denominated in a currency other than Euro,
            the amount of Euro which the amount in such currency  would purchase
            on a  particular  day when  converted  at the  Agent's  Spot Rate of
            Exchange.

      "Event of Default"

      means an event specified as such in Clause 22.1 (Events of Default).

      "Excluded Share Capital"

      of the Group means  shares in the capital of any member of the Group owned
      by a person which is not a member of the Group which by their terms are or
      may become  redeemable  (whether or not subject to the  occurrence  of any
      contingency)   at  any  time  whilst  any  part  of  any  Advance  remains
      outstanding (whether or not due and payable) or any Commitment is in force
      or within one year after the Final Repayment Date.

      "Extraordinary Items"

      means  extraordinary items and exceptional items within the meaning in the
      IAS.

      "Facility Office"

      means:

      (a)   in  relation  to the  Agent,  the  respective  offices  notified  in
            accordance with Clause 35.2 (Addresses for notices);

      (b)   in the case of a Tranche A Bank, the office(s) notified by that Bank
            to the  Agent on or before  the date it  becomes a Tranche A Bank as
            the  office(s)  through  which  it  will  perform  all or any of its
            obligations  in  connection  with Tranche A or if two offices are so
            notified:

            (i)   for the purposes of Tranche A Advances denominated in sterling
                  and any interest or other amounts accruing in relation thereto
                  where such Tranche A Bank otherwise  performs its  obligations
                  hereunder  in  connection  with Tranche A through an office in
                  the United  Kingdom,  the office outside the United Kingdom so
                  identified as such Tranche A Bank's euro sterling office;

            (ii)  for all  other  purposes,  the  office so  identified  as such
                  Tranche A Bank's main office;


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      (c)   in the case of a Tranche B Bank, the office(s) notified by that Bank
            to the  Agent on or before  the date it  becomes a Tranche B Bank as
            the  office(s)  through  which  it  will  perform  all or any of its
            obligations in connection with Tranche B; or

      (d)   in the case of sub-paragraph  (b) or (c) above, such other office(s)
            notified by a Bank to the Agent by (unless  otherwise  agreed by the
            Agent)  not less than 5  Business  Days'  notice,  as the  office(s)
            through  which  it will  perform  all or any of its  obligations  in
            connection with Tranche A or Tranche B.

      "Fee Letters"

      means:

      (a)   the  arrangement  fee  letter  between  the Lead  Arrangers  and the
            Borrower dated on or about 16 February, 2001; and

      (b)   the agency fee letter between the Agent and the Borrower dated on or
            about 16 February, 2001;

      in each case setting out the amount of various fees  referred to in Clause
      26 (Fees).

      "Final Mandatory Registration Date"

      means the date  falling  45 days  after  the date of the  First  Mandatory
      Registration Date.

      "Final Repayment Date"

      means 31 March, 2007.

      "Finance Lease"

      means a finance lease as determined in accordance with the IAS.

      "Finance Party"

      means the Lead Arrangers, the Arrangers, each Bank, the Security Agent and
      the Agent.

      "Financial Indebtedness"

      means any indebtedness in respect of:

      (a)   moneys borrowed at banks and other financial institutions;

      (b)   any debenture, bond, note, loan stock or other security;

      (c)   any acceptance credit;

      (d)   receivables  sold or discounted  (otherwise  than on a  non-recourse
            basis);

      (e)   the  acquisition  cost of any asset to the extent  payable before or
            after the time of  acquisition or possession by the party liable (i)
            where the advance or deferred  payment is  arranged  primarily  as a
            method of raising finance or financing the acquisition of that asset
            and (ii) where  payment is deferred for more than 180 days after the
            time of acquisition or possession;

      (f)   any Finance Lease or QTE Lease;


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      (g)   any  currency  swap or interest  swap,  cap or collar  arrangements,
            future  or  option  contracts  or any  other  derivative  instrument
            calculated as the negative  mark-to-market  value of such instrument
            as of the date of calculation;

      (h)   any amount raised under any other transaction  having the commercial
            effect of a borrowing or raising of money;

      (i)   any Excluded Share Capital; or

      (j)   any  guarantee,  surety,  indemnity  or  similar  assurance  against
            financial  loss of any person in respect of any amounts  referred to
            in paragraphs (a) to (i) above.

      "First Mandatory Registration Date"

      has the meaning given to it in the Main Facility Agreement.

      "Former Shareholder Loans"

      means the $17,178,125 shareholder loan from Deutsche Telekom MobilNet GmbH
      to the Borrower, the Zloty equivalent of $39,843,750 shareholder loan from
      Elektrim S.A. to the Borrower and the  $17,578,125  shareholder  loan from
      MediaOne  International  B.V. to the Borrower  (plus,  in relation to each
      such amount, any accrued or capitalised interest in respect thereof), each
      made on August 24, 1999 and converted into Reserve Capital on 30 November,
      2000.

      "Group"

      means the Borrower and its Subsidiaries from time to time.

      "GSM Licence"

      means  the  licence  numbered  2/96/GSM2  issued to the  Borrower  on 23rd
      February,  1996 which licence includes the permit to install and utilise a
      telecommunications  network and the frequency allocation necessary for the
      Borrower to provide a service.

      "Guarantors"

      means each  Subsidiary of the Borrower listed on Schedule B and each other
      Principal Member of the Group that shall have become a guarantor  pursuant
      to Clause 23.9 (Further Guarantors).

      "Hedging Agreements"

      means any  currency  swap or interest  swap,  cap or collar  arrangements,
      future  or  option  contracts  or  any  other  derivative   instrument  or
      agreement.

      "Hedging Documents"

      means any  currency  swap or interest  swap,  cap or collar  arrangements,
      future or option contracts or any other derivative instrument or agreement
      entered  into  between  the  Borrower  and a Bank in  accordance  with the
      Hedging Policy.

      "Hedging Policy"

      means on the Signing Date the interest rate and foreign  exchange  hedging
      strategy of the Borrower  provided  pursuant to paragraph 21 of Schedule E
      and  thereafter  shall mean the most recent Hedging Policy agreed with the
      Agent in accordance with Clause 19.14 (Treasury transactions).


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      "High Yield Debt Documents"

      means:

      (a)   the indenture dated 1st July, 1997 between PTC International Finance
            B.V., the Borrower, and the Bank of New York as trustee;

      (b)   the senior  subordinated  guaranteed  discount notes due 2007 issued
            pursuant to the indenture referred to in (a) above;

      (c)   the guarantee  dated 1st July, 1997 given by the Borrower in respect
            of the obligations of PTC International Finance B.V. included in the
            terms of the indenture referred to in paragraph (a) above;

      (d)   the   onlending   agreement   dated  1st  July,   1997  between  PTC
            International Finance B.V. and the Borrower by which the proceeds of
            the  notes  referred  to in  paragraph  (b)  above  are  lent to the
            Borrower;

      (e)   the support  agreement dated 1st July, 1997 between the Borrower and
            PTC International  Finance B.V. relating to the onlending  agreement
            referred to in paragraph (d) above;

      (f)   the  indentures   each  dated  23rd   November,   1999  between  PTC
            International  Finance II S.A., PTC International  Finance (Holding)
            B.V.,  the  Borrower  and State  Street Bank and Trust  Company,  as
            trustee;

      (g)   the senior subordinated guaranteed notes due 2009 issued pursuant to
            the indentures referred to in (f) above;

      (h)   the guarantees  each dated 23rd November,  1999 given by each of the
            Borrower and PTC International  Finance (Holding) B.V. in respect of
            the obligations of PTC International Finance II S.A. included in the
            terms of each indenture referred to in paragraph (f) above;

      (i)   the  onlending  agreement  dated 23rd  November,  1999  between  PTC
            International   Finance  II  S.A.,  and  PTC  International  Finance
            (Holding)  B.V.  by which a  portion  of the  proceeds  of the notes
            referred  to in  paragraph  (g) above are lent to PTC  International
            Finance (Holding) B.V.;

      (j)   the  onlending  agreement  dated 23rd  November,  1999  between  PTC
            International  Finance  (Holding)  B.V.  and the Borrower by which a
            portion of the proceeds of the notes  referred to in  paragraph  (g)
            above are lent to the Borrower;

      (k)   the support agreement dated 23rd November, 1999 between the Borrower
            and  PTC  International  Finance  (Holding)  B.V.  relating  to  the
            onlending agreement referred to in paragraph (j) above; and

      (l)   such  other   documents  as  evidence,   and  give  effect  to,  any
            Subordinated  Debt  transactions  permitted  under the terms of this
            Agreement to be entered  into by any Obligor  after the date of this
            Agreement; provided that any such Subordinated Debt transactions are
            on substantially the same terms (including the subordination  terms)
            other than in relation  to any  discount  amounts or escrow  amounts
            (which shall be on market terms) as the High Yield Debt Documents as
            in effect on the date hereof.

      "Holding Company"

      means, in relation to a body corporate,  any other body corporate of which
      it is a Subsidiary.


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                                       12
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      "IAS"

      means  accounting  principles  issued  by  the  International   Accounting
      Standards Committee from time to time.

      "Information Memorandum"

      means the information  memorandum  dated August 2001 relating to the Group
      provided on behalf of the Borrower by the Lead Arrangers to the Banks.

      "Initial Banks"

      means Deutsche Bank Luxembourg S.A. and Dresdner.

      "Instalment Date"

      has the meaning given to it in Clause 6.4 (Reduction of Facility).

      "Intellectual Property Rights"

      means  all  know-how,   patents,   trademarks,   designs,  trading  names,
      copyrights and other  intellectual  property  rights (in each case whether
      registered or not and including all applications for the same).

      "Interest"

      means:

      (a)   interest, commissions,  commitment fees and amounts in the nature of
            interest  (including,  without  limitation,  the interest element of
            Finance Leases and QTE Leases) accrued;

      (b)   prepayment  penalties or premiums  incurred in repaying or prepaying
            any Financial Indebtedness;

      (c)   discount fees and acceptance  fees payable or deducted in respect of
            any Financial  Indebtedness  (including all  commissions  payable in
            connection with any letter of credit); and

      (d)   any net payment (or, if appropriate  in the context,  receipt) under
            any  interest  rate  or  foreign  exchange   hedging   agreement  or
            instrument, taking into account any premiums payable.

      "Interest Date"

      means, in relation to any Advance or any overdue  amount,  the last day of
      any applicable Interest Period.

      "Interest Expense on Senior Debt"

      of any person  means all  Interest  accrued  (whether or not paid) by such
      person and its  Subsidiaries on a consolidated  basis in respect of Senior
      Debt during any Ratio Period after deducting the aggregate of (a) Interest
      Receivable in such Ratio Period and (b) any  unrealised  foreign  exchange
      losses to the extent  included  as Interest  during such Ratio  Period and
      adding back any unrealised  foreign  exchange gains to the extent deducted
      as Interest  during such Ratio  Period in each case of such person and its
      Subsidiaries on a consolidated basis.

      "Interest Expense on Total Debt"

      of any person  means all  Interest  accrued  (whether or not paid) by such
      person  and its  Subsidiaries  on a  consolidated  basis  during any Ratio
      Period (including,  without limitation,  the appropriate proportion during
      such Ratio Period of any amounts  which are  attributable  to interest not
      payable in Cash in


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      accordance  with the terms of the High  Yield  Debt  Documents  during the
      period of five  years from the issue of the notes in  accordance  with the
      terms of the High Yield Debt Documents and any other interest which is not
      payable in Cash during such Ratio  Period)  after  deducting the aggregate
      of:

      (a)   Interest Receivable in such Ratio Period;

      (b)   any  Interest  accrued  during  such  Ratio  Period  in  respect  of
            Financial  Indebtedness  issued  pursuant  to the  High  Yield  Debt
            Documents to the extent that the amount of such Interest  shall have
            been and remain deposited in escrow and invested in assets permitted
            under the High Yield Debt Documents;

      (c)   any  Interest  accrued  during  such  Ratio  Period  in  respect  of
            indebtedness  consisting  of  instalment  payments  relating  to the
            acquisition by the Borrower of the GSM Licence, the DCS-1800 Licence
            or the UMTS Licence;

      (d)   any unrealised  foreign  exchange  losses to the extent  included as
            Interest during such Ratio Period; and

      (e)   any  Interest  accrued  during  such Ratio  Period in respect of QTE
            Leases,  to the extent that the amount of such  Interest  shall have
            been and remain deposited in escrow.

      in each case, of such person and its Subsidiaries on a consolidated  basis
      and  adding  back any  unrealised  foreign  exchange  gains to the  extent
      deducted  as  Interest  during  such Ratio  Period of such  person and its
      Subsidiaries on a consolidated basis.

      "Interest Payable"

      of any person means in relation to any Ratio  Period all Interest  paid or
      payable to the extent that it is included in the net income of such person
      and its Subsidiaries on a consolidated basis during such Ratio Period.

      "Interest Period"

      means,  in relation to any Advance,  each period  determined in accordance
      with Clause 9.1 (Selection and agreement).

      "Interest Receivable"

      of any person means all Interest received or receivable to the extent that
      it is included in the net income of such person and its  Subsidiaries on a
      consolidated basis during the relevant Ratio Period.

      "Investment Grade Rating"

      means the Borrower has:

      (a)   a foreign and domestic  currency  rating of BBB- or above for senior
            unsecured  debt or the  debt  represented  by the  High  Yield  Debt
            Documents, as applicable, from S&P; and

      (b)   a foreign and domestic  currency  rating of Baa3 or above for senior
            unsecured  debt or the  debt  represented  by the  High  Yield  Debt
            Documents, as applicable, from Moody's;

      except the Borrower will be deemed to have an  Investment  Grade Rating if
      it has a foreign and  domestic  currency  rating from each of these rating
      agencies and there is not more than one sub grade  difference  between the
      foreign currency ratings given by these two rating agencies and the higher
      of the two foreign  currency  ratings from these two rating  agencies is a
      rating  at least as high as the  applicable  rating  set out in (a) or (b)
      above.


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      "Issuers"

      means (a) PTC International  Finance B.V. and PTC International Finance II
      S.A.,  being the  Subsidiaries  of the Borrower which have issued or issue
      notes to the investors  pursuant to the High Yield Debt  Documents and (b)
      any Obligor  (other than the  Borrower)  which  issues  notes to investors
      pursuant  to the  High  Yield  Debt  Documents  after  the  date  of  this
      Agreement.

      "LIBOR"

      in relation to any Tranche A Advance made in a currency other than Euro or
      Zloty for any Interest Period relating thereto, means:

      (a)   other than in the case of Sterling, the rate per annum which appears
            on page Libor 01 and 02 on the Reuters  screen (or any other page as
            may replace such page on such service); or

      (b)   in the  case of  Sterling,  or if no  offered  rate  appears  on the
            relevant page of the Reuters  screen or there is no relevant page on
            the  Reuters  screen  the  arithmetic  mean  (rounded   upward,   if
            necessary,  to four  decimal  places) of the  respective  rates,  as
            supplied  to the  Agent at its  request,  quoted  by the  Tranche  A
            Reference  Banks to leading banks in the ordinary course of business
            in the European interbank market,

      at or about 11.00 a.m. on the Rate Fixing Day of such Interest  Period for
      the  offering  of  deposits  in the  currency  of the Advance for the same
      period as such Interest  Period and in an amount  comparable to the amount
      of such  Advance.  If any of the  Tranche A  Reference  Banks is unable or
      otherwise  fails  so to  supply  such  offered  rate by 1.00  p.m.  on the
      required  date,   "LIBOR"  for  the  relevant  Interest  Period  shall  be
      determined  on the  basis of the  quotations  of the  remaining  Tranche A
      Reference Banks.

      "Licence"

      means:

      (a)   the GSM Licence;

      (b)   the DCS-1800 Licence;

      (c)   the UMTS Licence;

      (d)   the licence  numbered  516/99  issued on 26th  November 1999 for the
            provision of telecommunication services; and

      (e)   any other licence for the operation of a telecommunications  network
            (including all apparatus, equipment and telecommunication systems of
            every  description  which it is  authorised  to operate or run under
            such  licence)  obtained  by any  member  of  the  Group  where  the
            revocation,  suspension or  termination of such licence might have a
            Material Adverse Effect.

      "Main Facility Agreement"

      means  the  (euro)550,000,000  facility  agreement  dated  on or  about 20
      February,  2001 between the Borrower,  the Guarantors as defined  therein,
      the Arrangers as defined therein,  the Banks as defined therein,  DBAG, DB
      Polska, Dresdner and The European Bank for Reconstruction and Development,
      as Lead Arrangers, Deutsche Bank Luxembourg S.A., as Agent, and DB Polska,
      as Security Agent.

      "Main Facility Senior Finance Documents"

      means the  "Senior  Finance  Documents"  as defined  in the Main  Facility
      Agreement.


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      "Majority Banks"

      means at any time:

      (a)   Banks  whose  Commitments  aggregate  more than 66 2/3% of the Total
            Commitments at such time; or

      (b)   if the Total  Commitments  have been  reduced  to nil,  Banks  whose
            Commitments  aggregated  more than 66 2/3% of the Total  Commitments
            immediately before the reduction;

      provided, however, that for the purposes of this definition only, any Bank
      that fails to  participate  fully in an Advance in accordance  with Clause
      5.3 (Participations in Advances) shall be deemed to have Commitments equal
      to the drawn portion of its Commitments.

      "Mandatory Cancellation Date"

      has the meaning given to it in Clause 6.1 (Mandatory Cancellation).

      "Material Adverse Effect"

      means any effect which,  in the reasonable  opinion of the Majority Banks,
      is or is likely to be materially adverse to:

      (a)   the ability of any Obligor to perform its payment  obligations under
            this Agreement or other material obligations under any of the Senior
            Finance Documents; or

      (b)   the business, financial condition,  operations or performance of the
            Group (taken as a whole).

      "Material Contracts"

      means:

      (a)   the Licences;

      (b)   the interconnect  agreements referred to in paragraph 23 of Schedule
            E or any  interconnect  agreements  resulting from the  negotiations
            referred to in that paragraph;

      (c)   the supply  agreement  dated 5th June,  1996  between the  Borrower,
            Siemens AG and ZWUT SA as amended;

      (d)   the supply  agreement  dated 5th June, 1996 between the Borrower and
            Ericsson Radio Systems AB and Ericsson Sp. z o.o., as amended; and

      (e)   the supply  agreement dated 28th July, 1999 between the Borrower and
            Alcatel Polska SA;

      together  with any  agreements  replacing  any of the  above and any other
      agreements  fundamental  to the business of the Group which if  cancelled,
      terminated,  revoked or not replaced, would be reasonably likely to have a
      Material Adverse Effect.

      "Moody's"

      means Moody's Investor Services, Inc.

      "Necessary Authorisations"

      means all material approvals,  authorisations and licences (other than any
      Licence) from, all rights  granted by and all filings,  registrations  and
      agreements with, any government or other regulatory


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      authority  necessary in order to enable the Borrower and its  Subsidiaries
      to construct, maintain and operate the Network.

      "Net Proceeds"

      means the aggregate value of  consideration  received by any member of the
      Group in respect of any disposal of any assets  (including shares in other
      Group  members) by a member of the Group to any third party which is not a
      member of the Group after deduction of:

      (a)   all amounts paid or provided  for or on account of Taxes  applicable
            to, or to any gain  resulting  from,  the disposal of such assets or
            the discharge of any liability secured on such assets; and

      (b)   all  costs,  fees,  expenses  and  the  like  properly  incurred  in
            arranging and effecting that disposal.

      "Network"

      means any  network  operated by the  Borrower  or any other  member of the
      Group and operated or run by it pursuant to any Licence.

      "New Facility"

      means one or more  credit  facilities  (other  than  pursuant  to the Main
      Facility  Agreement) or other Financial  Indebtedness of the type referred
      to in clause (a) or (b) of the definition of "Financial  Indebtedness"  of
      the  Borrower  and any  guarantees  by the  Obligors  of each such  credit
      facility or other  Financial  Indebtedness in each case ranking pari passu
      (other  than,  in the case of an  unsecured  facility  or other  Financial
      Indebtedness,  as to security) with the Tranches;  provided, however, that
      to the extent  that the terms of any such  credit  facility  or other debt
      instrument require scheduled repayment of principal  thereunder during the
      term of this Agreement,  no such repayments  shall occur on any date other
      than on an Instalment  Date and no such repayment shall exceed the Maximum
      Repayment Amount at such time; provided further,  however, that all or any
      part  of  any  New  Facility  may  be  repaid,  replaced,  substituted  or
      refinanced by another New Facility.  "Maximum  Repayment Amount" means, at
      any  Instalment  Date,  an  amount  equal  to (a) the  product  of (i) the
      commitments in effect under such credit  facility or other debt instrument
      as of the date of  incurrence  thereof  and (ii) the  principal  amount of
      Advances  required to be repaid on that Instalment Date pursuant to Clause
      7(a)  (Repayment)  divided  by (b) the  Commitments  in effect on the date
      hereof.

      "Obligor"

      means the Borrower and each Guarantor.

      "Optional Currency"

      means for the purposes of Tranche A, Dollars, Deutschmarks,  Swiss Francs,
      sterling,  Japanese Yen and Zloty to the extent that at any relevant  time
      Zloty is  acceptable  to all  Tranche  A Banks  and at such time is freely
      transferable  and convertible  into Euro and deposits of which are readily
      available in the London money market.

      "Ordinary Share Pledges"

      means the Polish law pledges in the agreed form in favour of the  Security
      Agent of at least 51 per cent of the Shares.

      "Original Borrower Accounts"

      means the annual audited Accounts of the Borrower for the year ending 31st
      December, 1999.


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                                       17
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      "Original Euro Amount"

      means, in relation to a Tranche A Utilisation:

      (a)   if that Tranche A Utilisation  is denominated in Euro, the amount of
            that Utilisation; or

      (b)   if  that  Tranche  A  Utilisation  is  denominated  in  an  Optional
            Currency, the amount in Euro of that Tranche A Utilisation specified
            in the relevant Request.

      "Party"

      means a party to this Agreement.

      "Permitted Distribution"

      means:

      (a)   a distribution of dividends on or in respect of any share capital of
            any member of the Group;

      (b)   a  distribution  of interest  at a rate no higher than the  interest
            rate   applicable  to  the  Former   Shareholder   Loans  in  effect
            immediately  before their  conversion  into  Reserve  Capital on the
            Shareholder  Loans in  accordance  with the terms thereof or, during
            the UMTS Approved Period and the UMTS Prepayment  Period,  principal
            of or other payments under the Shareholder  Loans in accordance with
            the terms thereof; or

      (c)   a   distribution   of  interest  on  or  other  payments  under  the
            Subordinated Debt (other than the Shareholder  Loans), in accordance
            with the terms of the High Yield Debt Documents,

      which  is  permitted   in   accordance   with  Clause   19.18   (Permitted
      Distributions).

      "Permitted Investments"

      means investments in:

      (a)   government securities of:

            (i)   Poland;

            (ii)  a member state of the European Union; or

            (iii) a member of the G7 group of nations,

            which, if they are registered securities,  are securities over which
            the Borrower has granted  security in favour of the Finance  Parties
            in the  jurisdiction  of the issuer in a manner  satisfactory to the
            Agent (acting reasonably), and which, if they are bearer securities,
            are  securities  deposited  in an  account  over  which the  Finance
            Parties have security; or

      (b)   certificates of deposits,  notes,  acceptances issued by and deposit
            and  current  accounts of and time  deposits  with any Bank or other
            bank  which  is  an  authorised   institution   for  accepting  such
            investments and which:

            (i)   in  the  case  of  investments  in  Poland,  is an  authorised
                  institution  in the  Republic  of Poland  for  accepting  such
                  investments  with (or the  Holding  Company  of  which  has) a
                  long-term  debt  rating  of at least (a)  "BBB-"  from S&P and
                  "Baa3"  from  Moody's  in any  amount or (b) "BB" from S&P and
                  "Ba" from Moody's in such amounts as agreed  between the Agent
                  and the Borrower from time to time;


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            (ii)  in the case of any account other than the  collection  account
                  for  subscriber  receivables,  is a Bank with (or the  Holding
                  Company of which has) a long-term  debt rating of at least (a)
                  "BBB-" from S&P and "Baa3"  from  Moody's in any amount or (b)
                  "BB" from S&P and "Ba" from  Moody's in such amounts as agreed
                  between the Agent and the Borrower from time to time; or

            (iii) in  the  case  of  the   collection   account  for  subscriber
                  receivables, is a major recognised bank in Poland with (or the
                  Holding  Company of which has) a  long-term  debt rating of at
                  least (a)  "BBB-"  from S&P and  "Baa3"  from  Moody's  in any
                  amount  or (b) "BB"  from S&P and "Ba"  from  Moody's  in such
                  amounts as agreed between the Agent and the Borrower from time
                  to time and the  Agent  is  satisfied  that  there  are  first
                  priority Security  Interests created by the Security Documents
                  over that account and such bank has agreed to waive its rights
                  of set-off over such account.

      "Pledge Law"

      means  the  Law on  Registered  Pledge  and  The  Pledge  Register  of 6th
      December,  1996  (Journal of Law, No. 149, Item 703), as amended from time
      to time.

      "Principal Member of the Group"

      means at any time:

      (a)   the Borrower;

      (b)   the Issuers;

      (c)   any other member of the Group:

            (i)   whose EBITDA  constitutes  more than 5% of EBITDA of the Group
                  at such time and,  if the  aggregate  EBITDA of the  Principal
                  Members  of the Group  constitutes  less than 90% of EBITDA of
                  the Group,  the next largest members of the Group by reference
                  to EBITDA so that EBITDA of the Principal Members of the Group
                  constitutes at least 90% of EBITDA of the Group;

            (ii)  whose gross assets constitute more than 5% of the consolidated
                  gross  assets of the Group at such time and, if the  aggregate
                  gross assets of the Principal  Members of the Group constitute
                  less than 90% of the  consolidated  gross assets of the Group,
                  the next  largest  members of the Group by  reference to gross
                  assets so that the gross  assets of the  Principal  Members of
                  the Group  constitute at least 90% of the  consolidated  gross
                  assets of the Group; or

            (iii) whose  turnover  constitutes  more than 5% of  turnover of the
                  Group at such  time  and,  if the  aggregate  turnover  of the
                  Principal  Members of the Group  constitutes  less than 90% of
                  turnover of the Group,  the next largest  members of the Group
                  by  reference  to turnover so that  turnover of the  Principal
                  Members of the Group  constitutes  at least 90% of turnover of
                  the Group,

            all as shown in the most  recent  annual  Accounts of such member of
            the Group and the annual consolidated Accounts of the Group; and

      (d)   any  member  of the Group to whom all or a  substantial  part of the
            assets of a Principal Member of the Group are transferred.


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      "QTE Leases"

      means tax  advantaged  synthetic  leases  pursuant  to which the  Borrower
      effectively sells and leases back "qualified  technological  equipment" as
      defined at Section 168(i)(2) of the United States Internal Revenue Code.

      "Qualifying Bank"

      means, at any time, a bank or financial institution which is at that time:

      (a)   resident in the Republic of Poland; or

      (b)   resident (as such term is defined in the appropriate double taxation
            treaty)  in a country  with  which  the  Republic  of Poland  has an
            appropriate  double taxation treaty giving residents of that country
            complete exemption from Polish Taxation on interest and which:

            (i)   does not carry on business in the Republic of Poland through a
                  permanent establishment with which the indebtedness under this
                  Agreement  in  respect  of  which  the  interest  is  paid  is
                  effectively connected; and

            (ii)  has submitted all of the necessary forms completed in a proper
                  manner together with all necessary documents and has taken all
                  necessary  steps in order to secure  total  relief from Polish
                  Taxation in respect of interest and/or  commissions to be paid
                  to it under this Agreement pursuant to such treaty.

            For this purpose  "double  taxation  treaty" means any convention or
            agreement  between the  government of the Republic of Poland and any
            other  government  for the  avoidance  of  double  taxation  and the
            prevention of fiscal evasion with respect to Taxes on income.

      "Rate Fixing Day"

      means in relation to an Interest Period:

      (a)   (if the  currency  is Euro) two TARGET  Days before the first day of
            such Interest Period; and

      (b)   (for Zloty or any other  currency  (other than  Euro)) two  Business
            Days before the first day of such Interest Period.

      "Ratio Period"

      means each period  covered by the four  consecutive  quarterly  Accounting
      Periods ending on the last day of a quarterly Accounting Period.

      "Reduction Amount"

      has the meaning given to it in Clause 6.4 (Reduction of Facility).

      "Reference Banks"

      means:

      (a)   when designated "Tranche A", the principal Luxembourg offices of the
            Agent,  Dresdner  and a Tranche A Bank  selected  by the Agent after
            consultation with the Borrower;

      (b)   when  designated  "Tranche B", the  principal  Warsaw  offices of DB
            Polska, Wielkopolski Bank Kredytowy S.A. and Citibank (Poland) S.A.;


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                                       20
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      (c)   without  designation  the Tranche A Reference Banks or the Tranche B
            Reference Banks as the context requires,

      and in each case such other Banks as may become  Reference  Banks pursuant
      to Clause 30.4 (Reference Banks).

      "Refixing Date"

      has the meaning given to it in Clause 5.5 (Zloty Limit).

      "Registered Share Pledges"

      means the first  priority  Polish law  pledges  in favour of the  Security
      Agent in the  agreed  form  pledging  at  least 51 per cent of the  Shares
      registered or to be registered in the register of pledges in Warsaw.

      "Request"

      means a  request,  substantially  in the  form of  Schedule  H made by the
      Borrower to the Agent for an Advance to be made under this Agreement.

      "Reserve Capital"

      means amounts  contributed to the Borrower's reserve capital as additional
      payments (known as doplaty under the Polish Commercial Code).

      "Restricted Payment"

      means any payment (whether in cash, property,  securities or otherwise) on
      account of the purchase,  redemption,  reduction or other  acquisition  or
      retirement of any of the share capital of any member of the Group not held
      by a member of the Group.

      "Restricted Period"

      means the period from the date of this  Agreement  until the date on which
      the Borrower achieves an Investment Grade Rating.

      "Restricted Person"

      means the Shareholders,  any Affiliate of a Shareholder or any partnership
      in which any of the  Shareholders or any of their  Affiliates is a partner
      (either directly or through any intermediate partnerships).

      "Rollover Date"

      means the date on which the Interest Period for an Advance commences.

      "S&P"

      means Standard and Poor's, a division of The McGraw-Hill Companies, Inc.

      "Security"

      means any  property  or assets in which a Security  Interest is granted in
      accordance with the terms of the Security Documents.


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      "Security Documents"

      means each of the security  documents  identified  in Schedule D which are
      entered into in accordance with the terms of this Agreement, together with
      such other  security  documents and guarantees as may from time to time be
      entered into by the Borrower or a Subsidiary  of the Borrower in favour of
      a  Finance  Party or the  Security  Agent  pursuant  to any of the  Senior
      Finance Documents.

      "Security Interest"

      means any mortgage,  pledge,  lien, charge,  assignment for the purpose of
      providing security, hypothecation or other security interest.

      "Senior Debt"

      of  any  person  means  without  duplication  the  consolidated  Financial
      Indebtedness   (including,   for  the   avoidance   of  doubt,   Financial
      Indebtedness  pursuant to Finance Leases and obligations in respect of QTE
      Leases  (valued  at the  principal  amount of such  Finance  Leases or QTE
      Leases or, if such QTE Leases have been  defeased,  at the residual  value
      thereof),  the monthly  mark-to-market value of Hedging Agreements entered
      into in relation to any Senior Debt and the negative  mark-to-market value
      (if any) of any Hedging  Agreement entered in respect of interest payments
      in relation to any Financial  Indebtedness  incurred  pursuant to the High
      Yield  Debt   Documents)  of  such  person  and  its   Subsidiaries  on  a
      consolidated  basis  but  excluding,  to  the  extent  otherwise  included
      therein,  (a) Subordinated  Debt so long as such  Subordinated  Debt has a
      maturity  falling at least twelve months after the Final  Repayment  Date,
      (b) the Subordinated Debt referred to in paragraphs (a) through (e) of the
      definition  of High Yield Debt  Documents,  (c) any  amounts on deposit in
      escrow  accounts  of the  Borrower  or any of  its  Subsidiaries  and  (d)
      instalment payments (if any) due for the GSM Licence, the DCS-1800 Licence
      or the UMTS Licence owing to the government of the Republic of Poland (but
      including  any  letter of  credit,  bank  guarantee,  performance  bond or
      similar instrument issued in respect of such instalment payments)).

      "Senior Finance Documents"

      means each of:

            (i)   this Agreement;

            (ii)  the Fee Letters;

            (iii) the Security Documents;

            (iv)  each  document  evidencing  a  transaction  designated  to  be
                  secured by the  Security  Documents  pursuant to Clause  19.14
                  (Treasury Transactions);

            (v)   the Side Letter;

            (vi)  a side letter in the agreed form from the  Shareholders to the
                  Agent,  pursuant to which the Shareholders agree to notify the
                  Agent of any pledge of the Shares;

            (vii) each Accession Agreement;

            (viii)the  Collateral  Sharing  Intercreditor   Agreement  or  other
                  intercreditor  or  security  sharing   agreement  between  the
                  Finance Parties,  the creditors under the Main Facility Senior
                  Finance  Documents and the  creditors  under any New Facility;
                  and

            (ix)  any  other  document  designated  as such by the Agent and the
                  Borrower.


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      "Shareholder Loans"

      means  all  amounts  borrowed  by an  Obligor  from  a  Shareholder  or an
      Affiliate  of a  Shareholder  which is not a member  of the  Group and all
      amounts  contributed by Shareholders to the Borrower's  reserve capital as
      additional  payments (known as doplaty under the Polish  Commercial Code),
      which  shall  be  subordinated  to  the  amounts  outstanding  under  this
      Agreement  on  terms  substantially  the  same or more  favourable  to the
      Finance  Parties  as the  subordination  terms in effect  with  respect to
      Former  Shareholder  Loans  immediately  prior  to their  conversion  into
      Reserve Capital.

      "Shareholders"

      means each  shareholder  from time to time of the Borrower being as at the
      date of this Agreement,  Elektrim S.A.,  Deutsche  Telekom  MobilNet GmbH,
      Deutsche Telekom A.G., MediaOne  International  B.V.,  Elektrim-Autoinvest
      S.A., Elektrim  Telekomunikacja Sp. z o.o., Polpager Sp. z o.o. and Carcom
      Warszawa Sp. z o.o.

      "Shareholders' Agreement"

      means the  Shareholders'  Agreement dated 21st December,  1995 between the
      Shareholders (other than Carcom Sp. z o.o.) as amended from time to time.

      "Shares"

      means the equity share capital of the Borrower.

      "Side Letter"

      means the letter between  Elektrim S.A. and the Agent dated on or about 16
      February, 2001.

      "Signing Date"

      means the date of this Agreement.

      "Sterling", "sterling" and "(pound)"

      means the lawful currency for the time being of the United Kingdom.

      "Subordinated Creditor"

      means each person who lends a Shareholder Loan and each noteholder and the
      trustee under the High Yield Debt Documents.

      "Subordinated Debt"

      means:

      (a)   all amounts  outstanding  under or in connection with the High Yield
            Debt  Documents  including  for the  avoidance of doubt  between the
            Borrower  and each  Issuer on the terms as set out in the High Yield
            Debt Documents as at the Signing Date;

      (b)   any actual or contingent  liability  under any guarantee and support
            agreement  given by the Borrower  referred to in the  definition  of
            High Yield Debt  Documents on the terms as set out in the High Yield
            Debt Documents as at the Signing Date;

      (c)   all Shareholder Loans;


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      (d)   any  intercompany  debt which is subordinated in right of payment to
            the amounts owing hereunder on terms substantially the same as those
            subordination terms set forth in the subordination agreements listed
            at Schedule D, paragraph 4; and

      (e)   any other  present  and future  sums,  liabilities  and  obligations
            (whether actual or contingent) payable, owing, due or incurred by an
            Obligor  which are  subordinate  in right of payment to the  amounts
            owing   hereunder   on  terms   substantially   the  same  as  those
            subordination  terms  set  forth in the High  Yield  Debt  Documents
            existing as of the date hereof.

      "Subsidiary"

      means,  an  entity  from  time to time of which a  person  has  direct  or
      indirect  control or owns directly or indirectly more than fifty per cent.
      (50%) of the share capital or similar right of ownership.

      "TARGET"

      means Trans-European Automated Real-time Gross Settlement Express Transfer
      payment system.

      "TARGET Day"

      means any day on which  TARGET is open for the  settlement  of payments in
      Euro.

      "Tax on Overall Net Income"

      of a person  shall be  construed  as a  reference  to Tax (other  than Tax
      deducted or withheld from any payment) imposed on that person on:

            (i)   the net income, profits or gains of that person world-wide; or

            (ii)  such of its income,  profits or gains as arise in or relate to
                  the  jurisdiction  in which  it is  resident  or in which  its
                  principal office (and/or its Facility Office) is located.

      "Taxes"

      means all income and other taxes and  levies,  imposts,  duties,  charges,
      deductions  and  withholdings  in the nature or on account of tax together
      with interest thereon and penalties and fees with respect thereto, if any,
      and any payments made on or in respect  thereof,  and "Tax" and "Taxation"
      shall be construed accordingly.

      "Telecom Business"

      means the development, ownership or operation of a mobile telephony system
      and other telephony,  telecommunication,  information or internet services
      and any other services  ancillary,  related or  complementary  to any such
      system or such other services.

      "Tranche"

      means:

      (a)   when designated  "Tranche A", the revolving loan tranche referred to
            in Clause 2.1(a)(i) (Tranche A);

      (b)   when designated  "Tranche B", the revolving loan tranche referred to
            in Clause 2.1(a)(ii) (Tranche B); and

      (c)   without any such designation, Tranche A or Tranche B, as the context
            requires.


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      "Transaction Documents"

      means:

            (i)   the Senior Finance Documents;

            (ii)  the High Yield Debt Documents;

            (iii) the Shareholders' Agreement;

            (iv)  the Main Facility Senior Finance Documents; and

            (v)   any other document  designated as such in writing by the Agent
                  and the Borrower.

      "Transfer Certificate"

      has the meaning given to it in Clause 30.3 (Procedure for transfers).

      "UMTS Approval Banks"

      means at any time, each  Commitment  Bank and, if all Commitment  Banks do
      not constitute the Majority Banks at such time, such other Banks such that
      the aggregate  Commitments of the Commitment Banks and such other Banks at
      such time  constitute  at least  66 2/3% of the Total Commitments  at such
      time; provided that if the Total Commitments have been reduced to nil, for
      purposes of this definition "Commitments" and "Total Commitments" shall be
      the Commitments and Total  Commitments in effect  immediately  before such
      reduction. For the purposes of this definition, a "Commitment Bank" means,
      at any time,  any Lead  Arranger or a Bank with a  Commitment  of at least
      (euro)50,000,000 at such time.

      "UMTS Approved Period"

      means the period from the date on which the UMTS  Approval  Banks  approve
      the UMTS Business Plan in accordance with Clause 8.5 (UMTS  Prepayment) to
      the Final Repayment Date.

      "UMTS Business Plan"

      means an updated Business Plan incorporating the acquisition and financing
      of the UMTS  Licence and all UMTS  Expenditures  in the Republic of Poland
      (including  financial  projections  (including  projected  profit and loss
      accounts,  balance  sheets  and cash flow  statements  for the  Borrower's
      fiscal  years from 2001 to 2007)  reflecting  the  anticipated  additional
      Financial  Indebtedness,  Shareholder  Loans and/or capital  contributions
      that will or may be required) and  demonstrating  that  implementation  of
      such  Business  Plan  will  not  result  in a  breach  of  the  Borrower's
      obligations  under Clause  19.26  (Financial  Indebtedness),  Clause 19.33
      (UMTS Licence) and Clause 21 (Financial Undertakings) and that no Event of
      Default  is  reasonably  likely  to or  will  occur  as a  result  of  the
      implementation of such Business Plan in accordance with the terms thereof.

      "UMTS Exclusion Period"

      means the period from the earlier of (a) the date of  notification  of the
      second and final  rejection of the UMTS Business Plan by the UMTS Approval
      Banks  pursuant  to  Clause  8.5 (UMTS  Prepayment)  and (b) the one month
      anniversary  of the date on which the UMTS Approval  Banks first  rejected
      the UMTS Business Plan pursuant to Clause 8.5 (UMTS Prepayment) unless the
      Borrower  shall have  submitted a revised UMTS Business Plan prior to such
      one month  anniversary  until the earlier to occur of the (i) first day of
      the UMTS Prepayment Period and (ii) the Final Repayment Date.


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      "UMTS Expenditure"

      means amounts spent for capital expenditures, working capital requirements
      and operating expenses associated with the UMTS business,  as well as UMTS
      licence fee payments other than the UMTS Licence Initial Instalments.

      "UMTS Licence"

      means the licence  numbered  2/UMTS  issued to the Borrower on 20 December
      2000 to provide  telecommunications  services  meeting the  European  UMTS
      telecommunications  standard  including  a  permit  to  install  and use a
      telecommunications  network and  allocation  of  frequencies  in the 2 GHz
      band.

      "UMTS Licence Initial Instalments"

      means the UMTS Licence fee payments  required prior to or within the first
      12 months following the award of the UMTS Licence to the Borrower.

      "UMTS Pre-Approval Period"

      means the period from the date hereof  until the  earliest to occur of (a)
      the date on which the UMTS  Approval  Banks approve the UMTS Business Plan
      in accordance with Clause 8.5 (UMTS Prepayment);  (b) the first day of the
      UMTS Exclusion  Period;  (c) the first day of the UMTS Prepayment  Period;
      and (d) the Final Repayment Date.

      "UMTS Prepayment Notice"

      has the meaning given to it in Clause 8.5 (UMTS Prepayment).

      "UMTS Prepayment Period"

      means the  period  from the date on which  the  Borrower  delivers  a UMTS
      Prepayment  Notice pursuant to Clause 8.5(b) (UMTS Prepayment) to the date
      of prepayment specified therein.

      "Utilisation"

      means:

      (a)   when designated  "Tranche A", a utilisation  under this Agreement of
            Tranche A;

      (b)   when designated  "Tranche B", a utilisation  under this Agreement of
            Tranche B; and

      (c)   without any such designation,  a utilisation of Tranche A or Tranche
            B, as the context requires.

      "Utilisation Date"

      means each date on which an Advance was or is to be made.

      "WIBOR"

      in relation to any Advance made in Zloty for any Interest  Period relating
      thereto means:

      (a)   the offered  rate which  appears on page WIBO on the Reuters  screen
            (or any other page as may replace such page on such service); or


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      (b)   if one only or no  offered  rate  appears  on the  WIBO  page of the
            Reuters  screen or there is no relevant page on the Reuters  screen,
            the arithmetic mean (rounded  upward,  if necessary,  to two decimal
            places) of the  respective  rates,  as  supplied to the Agent at its
            request, quoted by the Tranche B Reference Banks to leading banks in
            the ordinary course of business in the Warsaw interbank market,

      at or about 11.00 a.m. on the Rate Fixing Day of such Interest  Period for
      the  offering of  deposits  in Zloty for the same period as such  Interest
      Period and in an amount comparable to the amount of such Advance, provided
      that if any of the Tranche B Reference  Banks is unable or otherwise fails
      so to supply such offered rate by 1.00 p.m. on the required date,  "WIBOR"
      for the relevant  Interest  Period shall be determined on the basis of the
      quotations of the remaining Tranche B Reference Banks.

      "Zloty" and "PLN"

      means the lawful currency for the time being of the Republic of Poland.

      "Zloty Equivalent"

      means:

            (i)   in relation to any amount in Zloty, that amount; and

            (ii)  in relation to any amount denominated in a currency other than
                  Zloty the amount of Zloty  which the  amount of such  currency
                  would  purchase  on a  particular  day when  converted  at the
                  Agent's Spot Rate of Exchange.

      "Zloty Limit"

      means, in relation to a Tranche B Bank, the amount in Zloty which:

      (a)   from the date of this  Agreement up to but not  including  the first
            Refixing  Date,  is set  opposite the name of that Tranche B Bank in
            Schedule  A and/or  stated  before  the first  Refixing  Date in any
            Transfer  Certificate  or other document by which it becomes a party
            to or acquired rights under this Agreement; and

      (b)   as at each Refixing Date,  subject to the  limitations  contained in
            Clause 5.5 (Zloty Limit),  is equal to its Zloty Limit  increased or
            decreased, as the case may be, to compensate for any depreciation or
            appreciation  of the Zloty  against  the Euro and  notified to it in
            accordance  with Clause 5.5 (Zloty  Limit)  having  regard to Clause
            5.5(e)  (Zloty  Limit) and/or stated since the last Refixing Date in
            any  Transfer  Certificate  or other  document by which it becomes a
            party to or acquired rights under this Agreement,

      in each case to the extent not  cancelled,  reduced or  transferred  under
      this Agreement.

1.2   Construction

      (a)   In this Agreement, save where the context otherwise requires:

            (i)   references  to  documents  being in the  "agreed  form"  means
                  documents (A) in a form previously  agreed in writing by or on
                  behalf  of  the  Agent  and  the  Borrower,  or  (B) in a form
                  substantially as set out in any Schedule to any Senior Finance
                  Document,  or (C) (if not falling  within (A) or (B) above) in
                  form and substance  satisfactory to the Agent acting on behalf
                  of the Majority Banks;

            (ii)  an "amendment" includes a supplement, novation or re-enactment
                  and "amended" is to be construed accordingly;


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            (iii) "assets" includes present and future properties,  revenues and
                  rights of every description;

            (iv)  an   "authorisation"   includes  an  authorisation,   consent,
                  approval,   resolution,    licence,   exemption,   filing   or
                  registration;

            (v)   "control"  means  the  power  to  direct  the  management  and
                  policies of an entity, whether through the ownership of voting
                  capital, by contract or otherwise;

            (vi)  "first priority" means,  with respect to any Security Interest
                  in any  asset,  a  Security  Interest  in such  asset that has
                  priority over all other Security Interests in such asset other
                  than Security Interests securing obligations in respect of the
                  Main  Facility  Senior  Finance  Documents or any New Facility
                  which  rank  pari  passu as a result of the  operation  of the
                  Collateral Sharing Intercreditor Agreement;

            (vii) references  to  "indebtedness"  shall  be  construed  so as to
                  include  any  obligation  or  liability  (whether  present  or
                  future,  actual or contingent) for the payment or repayment of
                  money;

            (viii)a "month" is a reference to a period  starting on one day in a
                  calendar month and ending on the numerically corresponding day
                  in the  next  calendar  month,  except  that  if  there  is no
                  numerically  corresponding  day in the  month  in  which  that
                  period ends, that period shall end on the last Business Day in
                  that calendar month;

            (ix)  an amount  "outstanding" under or in respect of any Advance at
                  any time is the  principal  amount  thereof  from time to time
                  outstanding;

            (x)   a "regulation" includes any regulation having the force of law
                  and/or,  rule, official directive or guideline (whether or not
                  having the force of law) having  authority to regulate banking
                  activity in Poland or any other  jurisdiction  through which a
                  Bank makes its  participation in the Advances  available or in
                  which  a  Bank  or  its   Holding   Company   is   located  or
                  incorporated; or

            (xi)  a provision of law is a reference to that provision as amended
                  or re-enacted;

            (xii) a Clause  or a  Schedule  is a  reference  to a clause of or a
                  schedule to this Agreement;

            (xiii) a person includes its successors and assigns;

            (xiv) a Transaction  Document or another  document is a reference to
                  that Transaction Document or other document as amended;

            (xv)  the contents page of, and headings in, this  Agreement are for
                  convenience  only and  shall be  ignored  in  construing  this
                  Agreement; and

            (xvi) unless  the  contrary  intention  appears,  a time of day is a
                  reference  to  London  time  in  the  case  of any  notice  or
                  determination  under  Tranche A and Warsaw time in the case of
                  any notice or determination under Tranche B.

      (b)   Unless  the  contrary  intention  appears,  a term used in any other
            Senior  Finance  Document  or  in  any  notice  given  under  or  in
            connection with any Senior Finance  Document has the same meaning in
            that Senior Finance Document or notice as in this Agreement.


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2.    FACILITY AND RELATED MATTERS

2.1   Facility

      (a)   Subject  to the terms of this  Agreement,  the  Banks  agree to make
            available  to the  Borrower a revolving  credit  facility  where the
            aggregate principal amount of Utilisations made shall not exceed the
            Total  Commitments in effect from time to time. The facility will be
            made available in the following tranches:

            (i)   Tranche A

                  a euro  revolving  credit tranche which shall be available for
                  drawing in euro or Optional Currencies where the Original Euro
                  Amount of  Tranche A  Utilisations  made  shall not exceed the
                  Tranche  A Total  Commitments  (being  as at the  date of this
                  Agreement (euro)20,000,000); and

            (ii)  Tranche B

                  a Zloty revolving  credit tranche which shall be available for
                  drawing  in Zloty  where  the  aggregate  principal  amount of
                  Tranche B  Utilisations  made shall not  exceed the  Tranche B
                  Total Commitments  (being as at the date of this Agreement the
                  Zloty  Equivalent  of  (euro)130,000,000, subject to the Zloty
                  Limits).

      (b)   Upon five Business Days' prior notice to the Borrower and the Agent,
            any Initial Bank may, immediately prior to a transfer by it pursuant
            to  Clause  30.2   (Changes  to  Parties),   redenominate   (i)  its
            participation  in any or all Tranche A Advances  and an equal amount
            of the  Tranche  A  Commitments  into  Zloty  and  redesignate  such
            participations  in Tranche A Advances and such Tranche A Commitments
            as  participations  in Tranche B Advances and Tranche B Commitments,
            respectively, effective as of the end of the Interest Period then in
            effect for such  Advances  (and  immediately  prior to the Effective
            Date (as defined in the relevant Transfer Certificate)) and (ii) any
            or all undrawn Tranche A Commitments into Zloty and redesignate such
            Commitments  as  Tranche  B  Commitments  effective  as of the  date
            specified in such  notice.  The amount of the Tranche B Advance into
            which an  Initial  Bank's  participation  in a Tranche A Advance  is
            redenominated  will be the Zloty  Equivalent  of the  Original  Euro
            Amount  of that  participation  as at 11:00  am  Warsaw  time  three
            Business Days before the relevant Effective Date. In connection with
            any such  redenomination and redesignation,  each Bank shall, on the
            Effective Date  therefor,  pay to the Agent such amounts and in such
            currencies  as the Agent shall  designate  by notice to the Banks at
            least three  Business  Days prior to such  Effective  Date,  and the
            Agent shall,  on such Effective  Date, pay to the Banks such amounts
            and in such  currencies,  in each case, as the Agent shall determine
            may be  necessary  to ensure that the Tranche A Lenders  participate
            ratably  in the  outstanding  Tranche  A  Advances  based  on  their
            respective   Tranche  A  Commitments   and  the  Tranche  B  Lenders
            participate  ratably in the outstanding  Tranche B Advances based on
            their respective Tranche B Commitments.

2.2   Nature of the Banks' rights and obligations

      (a)   No Bank is obliged to participate in the making of any Utilisation:

            (i)   in the  case of a  Tranche  A  Utilisation,  if to do so would
                  cause  the  Original  Euro  Amount  of  the  aggregate  of its
                  participations in the Tranche A Utilisations outstanding under
                  this Agreement to exceed its Tranche A Commitment; or

            (ii)  in the  case of a  Tranche  B  Utilisation,  if to do so would
                  cause the  aggregate  of its  participations  in the Tranche B
                  Utilisations  outstanding  under this  Agreement to exceed its
                  Tranche B Commitment.


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      (b)   The  obligations of each Bank under this Agreement are several.  The
            failure of a Bank to carry out its obligations  under this Agreement
            shall not  relieve  any  other  party of its  obligations  under any
            Senior Finance  Document.  No Finance Party shall be responsible for
            the  obligations of any other Finance Party under the Senior Finance
            Documents.

      (c)   The rights of a Finance Party under the Senior Finance Documents are
            divided rights.  Each Finance Party may, except as otherwise  stated
            herein, separately enforce those rights.

      (d)   Nothing in this  Agreement  constitutes  a  partnership  between the
            Finance Parties.

2.3   [Intentionally omitted]

2.4   Parallel Debt and Security

      For the purpose of ensuring and  preserving the validity and continuity of
      the security  rights  created under or pursuant to the Security  Documents
      referred to in Paragraphs 1, 7, 8 and 9 of Schedule D, the Borrower hereby
      irrevocably and unconditionally undertakes to pay and to procure that each
      of its Subsidiaries  irrevocably and unconditionally  undertakes to pay to
      the  Security  Agent  any and all  amounts  owing by the  Obligors  to the
      Finance Parties under the Senior Finance Documents (the "Obligations").

      The Borrower and the Security Agent  acknowledge that for this purpose all
      obligations  of the  Obligors  to the  Finance  Parties  under the  Senior
      Finance  Documents  are also  obligations  of the Obligors to the Security
      Agent,  which are separate and independent from, and without prejudice to,
      their  identical  obligations  to the  Finance  Parties  under the  Senior
      Finance  Documents,  provided,  however,  that the amounts due and payable
      under this Clause (the  "Parallel  Debt") shall be decreased to the extent
      that the Borrower or any of its  Subsidiaries  has paid any amounts to the
      Finance  Parties  or any of  them  in  respect  of  the  Obligations,  the
      Obligations  shall be  decreased by any amount paid by the Borrower or any
      of its Subsidiaries to the Security Agent in respect of the Parallel Debt,
      and the Parallel Debt shall not exceed the aggregate of the Obligations.

      Nothing in this Clause  shall in any way negate or affect the  obligations
      which the Obligors have to the Finance  Parties  under the Senior  Finance
      Documents.

      For the purpose of this Clause the Security Agent acts in its own name and
      on behalf of itself and not as agent or  representative of any other party
      hereto,  and any security  rights  granted to the Security Agent to secure
      the  Parallel  Debt are  granted to it in its  capacity as creditor of the
      Parallel Debt.

      Any amount received by the Security Agent in relation to the Parallel Debt
      and pursuant to the foreclosure of security rights granted to it to secure
      this debt,  shall be  applied by the  Security  Agent in  accordance  with
      Clause 31.2 (Application of payments).

3.    PURPOSE AND RESPONSIBILITY

3.1   Purpose

      The proceeds of each Utilisation shall be applied in or towards:

      (a)   the  refinancing of the existing  DM672,000,000  facility  agreement
            between the  Borrower,  Citibank N.A. as  Co-ordinator  and Citibank
            (Poland)  S.A. and  Citibank  N.A. as Security  Agents,  inter alia,
            dated 17th December, 1997;

      (b)   the financing of ongoing  capital  expenditure  and working  capital
            requirements  of the  Borrower  and  its  wholly-owned  Subsidiaries
            involved in the Telecom Business,  including,  inter alia, operating
            losses and financial expenses but excluding UMTS Expenditures,  UMTS
            License fees and UMTS Licence Initial Instalments;


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      (c)   the provision of an amount, together with amounts drawn for the same
            purpose  under  the  Main  Facility  Agreement,  of up to  the  Euro
            Equivalent of  (euro)15,000,000  in cash  collateral  for letters of
            credit;

      (d)   the funding by the Borrower of UMTS Licence Initial Instalments paid
            or to be  paid  in  connection  with  the  acquisition  of the  UMTS
            Licence;  provided  that the  aggregate  amount of all  Utilisations
            hereunder  and all  "Utilisations"  under and as defined in the Main
            Facility  Agreement incurred in each case for the purpose of funding
            the   UMTS   Licence   Initial    Instalments    does   not   exceed
            (euro)150,000,000  (or the Euro Equivalent  thereof,  if incurred in
            another  currency);  and provided further that the maximum aggregate
            principal   amount  of  all  Financial   Indebtedness   (other  than
            Shareholders  Loans) incurred  (whether  hereunder or otherwise) for
            the purpose of funding the UMTS Licence Initial Instalments does not
            exceed an amount  equal to the  lower of  (euro)250,000,000  (or the
            Euro Equivalent thereof, if incurred in another currency) and 2/3 of
            the Euro  Equivalent  of the  aggregate  amount of all UMTS  Licence
            Initial Instalments; and

      (e)   the financing of any UMTS Expenditures:

            (i)   during the UMTS  Pre-Approval  Period in an  amount,  together
                  with  amounts  drawn  for the  same  purpose  under  the  Main
                  Facility   Agreement,   of  up  to  the  Euro   Equivalent  of
                  (euro)25,000,000;

            (ii)  during the UMTS Prepayment Period, in an amount, together with
                  any  Utilisations  made pursuant to sub-Clause (i) above,  and
                  together  with amounts  drawn for the same  purpose  under the
                  Main  Facility  Agreement,  of up to the  Euro  Equivalent  of
                  (euro)75,000,000; and

            (iii) during the UMTS Approved Period, in any amount.

3.2   Responsibility

      Without  prejudice  to the terms of this  Agreement,  none of the  Finance
      Parties  shall be bound to  enquire  as to the use or  application  of the
      proceeds of any  Utilisation,  nor shall any of them be responsible for or
      for the consequences of such use or application.

4.    CONDITIONS PRECEDENT

4.1   Conditions Precedent to first Utilisation

      The obligations of each Finance Party to the Borrower under this Agreement
      with  respect to the making of the first  Utilisation  are  subject to the
      conditions  precedent  that the Agent has  received  all of the  documents
      listed in Schedule E in the agreed form.

4.2   Conditions Precedent to each Utilisation

      The obligation of each Bank to  participate in any  Utilisation is subject
      to the further  conditions  precedent that on both the date of the Request
      and on the Utilisation Date:

      (a)   no Default  is  outstanding  or might  result  from the  Utilisation
            (including  without limitation pro forma compliance with Clause 21.1
            (Senior Debt to EBITDA)  calculated based on the Group's Accounts in
            respect of the most  recent  quarterly  Accounting  Period for which
            financial statements are available);

      (b)   the representations and warranties in Clause 18 (Representations and
            Warranties)  to be  repeated  on  those  dates  are  correct  in all
            material  respects  and will be  correct  in all  material  respects
            immediately after the making of the Utilisation;


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      (c)   in the case of a Utilisation for the purpose of financing the amount
            of any UMTS  Licence  Initial  Instalment  as  referred to in Clause
            3.1(d)  (Purpose),  the Borrower has delivered to the Agent evidence
            reasonably satisfactory to the Agent that the Shareholders have made
            after  the date  hereof or will make on or prior to the date of such
            Utilisation  capital  contributions or Shareholder  Loans in amounts
            that will ensure that  immediately  following such  Utilisation  the
            principal amount of Financial  Indebtedness  (other than Shareholder
            Loans) incurred (whether hereunder or otherwise) for the purposes of
            funding  such  UMTS  Licence  Initial  Instalments  as  well  as all
            previous UMTS Licence  Initial  Instalments  paid does not exceed an
            amount  equal  to the  lower of (i)  (euro)250,000,000  (or the Euro
            Equivalent thereof, if incurred in another currency) and (ii) 2/3 of
            the Euro  Equivalent  of the  aggregate  amount of such UMTS Licence
            Initial Instalment and all previous UMTS Licence Initial Instalments
            paid;  provided  that the Reserve  Capital cash payment of the Zloty
            equivalent  of  US$4,000,000  made by  certain  Shareholders  to the
            Borrower  on  30  November,  2000  shall  be  counted  as a  capital
            contribution  made  after the date  hereof by  Shareholders  for the
            purposes of Clauses 3.1, 4.2, 19.26 and 19.33; and

      (d)   in the case of a Utilisation consisting of a Tranche A Advance, that
            Tranche  A (as  defined  in the Main  Facility  Agreement)  is fully
            drawn,  and in the case of a  Utilisation  consisting of a Tranche B
            Advance,  that Tranche B (as defined in the Main Facility Agreement)
            is fully drawn.

4.3   Conditions  Precedent to the initial  Utilisation of Commitments in excess
      of the Euro Equivalent of (euro)100,000,000

      The obligation of each Bank to  participate in the initial  Utilisation of
      Commitments  in  excess  of the Euro  Equivalent  of  (euro)100,000,000 is
      subject to the further  conditions  precedent  that the Agent has received
      all of the documents listed in Schedule N in the agreed form.

5.    ADVANCES

5.1   Delivery of Request

      The  Borrower  may  request a  Utilisation  if the Agent  receives  a duly
      completed  Request by not later than 11.00 a.m. Warsaw time three Business
      Days  before the  proposed  Utilisation  Date for a Tranche A  Utilisation
      denominated  in Euro,  four Business Days before the proposed  Utilisation
      Date for a Tranche A Utilisation  denominated in an Optional  Currency and
      three Business Days before the proposed  Utilisation  Date for a Tranche B
      Utilisation. Each Request is irrevocable.

5.2   Form of Request

      (a)   Each  Request  will not be regarded  as having  been duly  completed
            unless it specifies:

            (i)   whether the  Utilisation is a Tranche A Advance or a Tranche B
                  Advance;

            (ii)  the proposed  Utilisation  Date, which shall be a Business Day
                  falling  after  the  date on  which  the  Agent  notifies  the
                  Borrower  and  the  Banks  that  the  documentary   conditions
                  precedent  in  Schedule  E appear  on their  face to have been
                  satisfied  or waived  but on or before  the date  falling  one
                  month before the Final Repayment Date;

            (iii) the  currency  of the  Utilisation  which  must  be Euro or an
                  Optional  Currency  for Tranche A  Utilisations  and Zloty for
                  Tranche B Utilisations;

            (iv)  the  amount of the  proposed  Utilisation  which  shall be the
                  balance of the undrawn  Commitments for Tranche A or Tranche B
                  as applicable or:

                  (A)   subject to paragraph  (B),  shall be a minimum amount of
                        an  Original  Euro  Amount (in the case of Tranche A) of
                        (euro)5,000,000 or the Zloty Equivalent


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                        thereof (in the case of Tranche B) rounded up or down to
                        the nearest  PLN 10,000 and an  integral  multiple of an
                        Original  Euro  Amount  (in the  case of  Tranche  A) of
                        (euro)5,000,000  or the Zloty Equivalent thereof (in the
                        case of Tranche B) rounded up or down to the nearest PLN
                        10,000; and

                  (B)   for an  Advance  which is being  drawn to  provide  cash
                        cover for a letter of credit or bank guarantee permitted
                        by Clause 19.26(b)  (Financial  Indebtedness) shall be a
                        minimum  amount of an Original  Euro Amount (in the case
                        of Tranche A) of (euro)1,000,000 or the Zloty Equivalent
                        thereof  (in the  case  of  Tranche  B) and an  integral
                        multiple of an Original Euro Amount thereof;

            (v)   the duration of its Interest  Period,  which shall comply with
                  the terms of Clause 9 (Interest Periods); and

            (vi)  the details of the bank and  account to which the  proceeds of
                  the proposed Advance are to be made available.

      (b)   Each  Request must specify one  Utilisation  only,  but the Borrower
            may, subject to the other terms of this Agreement, deliver more than
            one Request on any one day. Unless otherwise agreed by the Agent, no
            more than twenty  Utilisations  under any Tranche may be outstanding
            at one time.

      (c)   The Agent shall promptly (and in any event before 10.00 a.m.  Warsaw
            time two Business  Days before the relevant  Utilisation  Date for a
            Tranche A  Utilisation  and three  Business Days before the relevant
            Utilisation  Date for a Tranche B  Utilisation)  notify each Bank in
            the relevant Tranche of each Request, confirming that all conditions
            precedent have been met.

      (d)   Subject  to the terms of this  Agreement,  each  Tranche A Bank will
            make its participation in a Tranche A Advance available to the Agent
            for the Borrower on the relevant Utilisation Date.

      (e)   Subject  to the terms of this  Agreement,  each  Tranche B Bank will
            make its participation in a Tranche B Advance available to the Agent
            for  the  Borrower  by  10.00  a.m.  Warsaw  time  on  the  relevant
            Utilisation Date.

5.3   Participations in Advances

      The  amount  of each  Tranche  A Bank's  participation  in each  Tranche A
      Advance shall be the proportion  which the undrawn and uncancelled  amount
      of its Tranche A Commitment bears to the undrawn and uncancelled amount of
      the  Tranche A Total  Commitments.  The  amount  of each  Tranche B Bank's
      participation  in a Tranche B Advance  shall be the  proportion  which the
      undrawn and  uncancelled  proportion of its Tranche B Commitment  bears to
      the undrawn and uncancelled amount of the Tranche B Total Commitments.

5.4   [Intentionally omitted]

5.5   Zloty Limit

      (a)   On 30 June and 31 December  of each year until the first  Instalment
            Date,  thereafter on each  Instalment Date and, at all times, on any
            other  date on which  the  Tranche  B  Commitments  are  reduced  in
            accordance  with  Clause  6  (Cancellation  and  Reduction)  (each a
            "Refixing Date") the Agent will recalculate the Zloty Limits of each
            Tranche B Bank on such  date,  or if any such date is not a Business
            Day in London and Warsaw, on the first preceding Business Day.

      (b)   The  Zloty  Limit of each  initial  Tranche B Bank will be set on or
            before the  Signing  Date and,  for the  purposes of  paragraph  (a)
            above,  the Agent will recalculate the Zloty Limit of each Tranche B
            Bank by increasing  it or  decreasing  it, as the case may be, by an
            amount which


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            reflects the  depreciation  or appreciation of the Zloty against the
            Euro as  determined  by  reference  to the one month  average of the
            Zloty/Euro  exchange  rate  based  on such  rates  published  by the
            National  Bank  of  Poland  in  the  one  month  period  immediately
            preceding the applicable Refixing Date.

      (c)   Promptly upon  recalculating the Zloty Limit of each Tranche B Bank,
            the Agent  will  notify  each  Tranche B Bank of its  revised  Zloty
            Limit.

      (d)   If the revised  Zloty  Limit for a Tranche B Bank would  breach that
            part of that Tranche B Bank's legal  lending  limit under Polish law
            for  the  Borrower,  the  Group  or any of the  Shareholders  (or if
            relevant,  any Holding  Company,  a shareholder or other  Subsidiary
            thereof) which it has allocated to Tranche B (the "Applicable  Legal
            Lending Limits"), that Tranche B Bank will promptly notify the Agent
            and the Borrower and it will use its reasonable  efforts to increase
            such Applicable Legal Lending Limits so that the revised Zloty Limit
            would not breach such Applicable Legal Lending Limits or to transfer
            part of its Tranche B Commitment  to another Bank or another bank or
            financial  institution  which has  capacity to allocate  part of its
            Applicable Legal Lending Limits to Tranche B.

      (e)   If the  Tranche  B Bank  fails to  increase  such  Applicable  Legal
            Lending  Limits or transfer its Tranche B Commitment  in  accordance
            with  paragraph  (c),  its Zloty Limit will only be increased to the
            maximum  it  can  allocate  to  Tranche  B  without   breaching  its
            Applicable Legal Lending Limits.

      (f)   If the  Applicable  Legal  Lending  Limits of any Tranche B Bank are
            increased at any time during the Availability  Period, the Bank will
            take into account the likely  requirements  for future  increases in
            the Zloty  Equivalent  of the  Tranche B  Commitments  (taking  into
            account  previous  depreciation  of the Zloty against the Euro) when
            considering  other  lending  opportunities  which could utilise such
            Applicable Legal Lending Limits and, without legal commitment,  will
            take  reasonable  care to  ensure  that it will be able to meet  the
            likely  requirements for future increases in the Zloty Equivalent of
            the Tranche B Commitments.

6.    CANCELLATION AND REDUCTION

6.1   Mandatory Cancellation

      (a)   On each date on which a mandatory  repayment  of  principal  and, if
            applicable,  concurrent  cancellation of commitments  (the amount of
            any such repayment and cancellation  being a "New Facility Repayment
            Amount")  is  required  under and in respect of any New  Facility (a
            "Mandatory Cancellation Date"), the Commitments will be cancelled by
            the Euro  Equivalent  of an  amount  equal  to the  then  applicable
            Cancellation  Amount.  "Cancellation  Amount" means, at any time, an
            amount  equal  to (i) the  product  of (A) the  Commitments  then in
            effect and (B) the applicable New Facility  Repayment Amount divided
            by (ii) the commitments then in effect under that New Facility.

      (b)   If, by the First Mandatory  Registration  Date, (i) the Asset Pledge
            has not been  registered  in the  register  of pledges in Warsaw and
            (ii)  Shareholders  owning  at least 51% of the  outstanding  Shares
            shall have  failed to execute and  deliver  the  requisite  Ordinary
            Share Pledges and Registered Share Pledges to the Security Agent and
            failed to have filed such Registered  Share Pledges for registration
            in the  register  of pledges in Warsaw and the Agent  shall not have
            received an opinion of counsel  satisfactory  to it, the Commitments
            will,  immediately  upon the  earlier  to occur  of (x)  receipt  of
            written  notice of the Agent  (acting upon the  instructions  of the
            Majority  Banks)  and (y) the 30th  Business  Day  after  the  First
            Mandatory Registration Date, be reduced to nil.

      (c)   If, by the Final Mandatory  Registration  Date, (i) the Asset Pledge
            has not been  registered  in the  register  of pledges in Warsaw and
            (ii) the  Registered  Share  Pledge has not been  registered  in the
            register of pledges in Warsaw,  the  Commitments  will,  immediately
            upon the earlier to


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            occur of (x) receipt of written notice of the Agent (acting upon the
            instructions  of the Majority  Banks) and (y) the 30th  Business Day
            after the Final Mandatory Registration Date, be reduced to nil.

6.2   Voluntary Cancellation

      The  Borrower  may,  by giving not less than three  Business  Days' (for a
      cancellation  of  Tranche A  Commitments)  and ten  Business  Days' (for a
      cancellation of Tranche B Commitments)  prior notice to the Agent,  cancel
      the unutilised  portion of the Commitments in whole or in part (but, if in
      part, in a minimum  amount of  (euro)10,000,000 for Tranche A or the Zloty
      Equivalent  thereof  (rounded up or down to the nearest  10,000 Zloty) for
      Tranche B, and an integral  multiple of (euro)5,000,000  for Tranche A or,
      the Zloty  Equivalent  thereof  (rounded up or down to the nearest  10,000
      Zloty) for Tranche B).

6.3   Additional right of cancellation

      If:

      (a)   the  Borrower is required  to pay to a Bank any  additional  amounts
            under Clause 14(a) (Taxes); or

      (b)   the  Borrower is required to pay to a Bank any amount  under  Clause
            16.1 (Increased costs),

      then,  without  prejudice to the  obligations  of the Borrower under those
      Clauses,  the Borrower may,  whilst the  circumstances  continue,  serve a
      notice of cancellation on that Bank through the Agent. On the date falling
      five Business Days after the date of service of that notice the Commitment
      of that Bank shall be cancelled.

6.4   Reduction of Facility

      The Tranche A Total  Commitments and the Tranche B Total  Commitments will
      reduce and be cancelled  on 30 September  2005 and on the last day of each
      quarter  thereafter  until the Final  Repayment  Date  (each date for such
      reduction  of the  Facilities  being an  "Instalment  Date") by the amount
      (each such amount being a "Reduction  Amount") set opposite the applicable
      Instalment Date below:

      Instalment Date        Reduction Amount

      30 September 2005      (euro)7,500,000
      20 February 2006      (euro)22,500,000
      31 March 2006         (euro)30,000,000
      30 June 2006          (euro)30,000,000
      30 September 2006     (euro)30,000,000
      Final Repayment Date  (euro)30,000,000
                           --------------------
                            (euro)150,000,000
                           --------------------

6.5   Adjustment of Cancellation and Reduction Amounts

      (a)   The amount of each  cancellation  in  accordance  with Clause 6.1(a)
            (Mandatory Cancellation) or Clause 6.2 (Voluntary Cancellation) will
            be  applied  so as to reduce  the  Reduction  Amounts  as set out in
            Clause  6.4  (Reduction  of  Facility)  in  inverse  order  of their
            maturity; and


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      (b)   The amount of each  cancellation  in  accordance  with Clause 6.1(a)
            (Mandatory  Cancellation) or Clause 6.2 (Voluntary  Cancellation) or
            Clause 6.4(a)  (Reduction of Facility) will be applied as near as is
            practicable  between  Tranche A and  Tranche B by  reference  to the
            proportion  which,  at the  time  of  such  cancellation,  the  Euro
            Equivalent  of the Total  Commitments  of each Tranche  bears to the
            Euro Equivalent of the Total Commitments under both Tranches.

6.6   Miscellaneous provisions

      (a)   Any  notice of  cancellation  under  this  Agreement  shall  only be
            effective on actual receipt by the Agent. The Agent will then notify
            the Banks promptly of receipt of any such notice.

      (b)   No cancellation of the Commitments is permitted except in accordance
            with the express terms of this Agreement.

      (c)   Any  notice  of  cancellation  shall be  irrevocable  and no  amount
            cancelled may subsequently be reinstated.

      (d)   Without  prejudice to Clause 6.5  (Adjustment  of  Cancellation  and
            Reduction  Amounts) any cancellation under this Clause 6 (other than
            a cancellation in accordance  with Clause 6.3  (Additional  right of
            cancellation))  will be applied pro rata between the  Commitments of
            each Bank in the relevant Tranche.

7.    REPAYMENT

      (a)   The Borrower will repay  Utilisations  on each  Instalment  Date and
            each Mandatory Cancellation Date in such amount as will ensure that:

            (i)   the  Tranche  A  Utilisations  do not  exceed  the  Tranche  A
                  Commitments  then  in  effect  (after  giving  effect  to  any
                  reduction and cancellation of Commitments on such date); and

            (ii)  the  Tranche  B  Utilisations  do not  exceed  the  Tranche  B
                  Commitments  then  in  effect  (after  giving  effect  to  any
                  reduction and cancellation of Commitments on such date).

      (b)   If at any time the Zloty Limits of any Tranche B Bank are reduced in
            accordance with Clause 5.5 (Zloty Limit) below the Zloty  Equivalent
            of the Tranche B Advances  outstanding  and owing to such  Tranche B
            Bank at such time,  the  Borrower  will repay  Utilisations  in such
            amounts as will ensure that such Tranche B Advances are equal to the
            Zloty Limits of such Tranche B Bank at such time.

      (c)   If, by the First Mandatory  Registration  Date: (i) the Asset Pledge
            has not been  registered  in the  register  of pledges in Warsaw and
            (ii)  Shareholders  owning  at least 51% of the  outstanding  Shares
            shall have  failed to execute and  deliver  the  requisite  Ordinary
            Share Pledges and Registered Share Pledges to the Security Agent and
            failed to have filed such Registered  Share Pledges for registration
            in the  register  of pledges in Warsaw and the Agent  shall not have
            received  an  opinion of counsel  satisfactory  to it, the  Borrower
            will,  immediately  upon the  earlier  to occur  of (x)  receipt  of
            written  notice of the Agent  (acting upon the  instructions  of the
            Majority  Banks)  and (y) the 30th  Business  Day  after  the  First
            Mandatory Registration Date, repay all Utilisations.

      (d)   If, by the Final Mandatory  Registration  Date, (i) the Asset Pledge
            has not been  registered  in the  register  of pledges in Warsaw and
            (ii) the  Registered  Share  Pledge has not been  registered  in the
            register of pledges in Warsaw,  the Borrower will,  immediately upon
            the earlier to occur of (x)  receipt of written  notice of the Agent
            (acting upon the  instructions  of the  Majority  Banks) and (y) the
            30th Business Day after the Final Mandatory Registration Date, repay
            all Utilisations.


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      (e)   The  Borrower  will repay all  Utilisations  on the Final  Repayment
            Date.

8.    PREPAYMENT

8.1   Prohibition

      The  Borrower  may not  prepay  all or any part of any  Advance  except as
      expressly provided in this Agreement.

8.2   Voluntary prepayment of Advances

      (a)   Subject to paragraph  (c) below,  the  Borrower,  on giving not less
            than three  Business  Days (for a prepayment  of Tranche A Advances)
            and ten Business Days (for a prepayment of Tranche B Advances) prior
            written notice to the Agent (which shall promptly give notice of the
            same to the Banks in the Tranche under which a Utilisation  is being
            prepaid) specifying,  inter alia, the amount and date for prepayment
            and,  identifying  the  Advance  concerned,  may prepay any  Advance
            without  penalty on the Interest Date  applicable to such Advance(s)
            (or, subject to Clause 24 (Indemnities), at any other time) in whole
            or in part.

      (b)   Any prepayment of part of an Advance shall be in a minimum amount of
            an Original Euro Amount of  (euro)5,000,000  (in the case of Tranche
            A) or the  Zloty  Equivalent  thereof  (in the  case of  Tranche  B)
            rounded  up or down to the  nearest  10,000  Zloty  and an  integral
            multiple of an Original Euro Amount of (euro)5,000,000  (in the case
            of  Tranche  A) or the  Zloty  Equivalent  thereof  (in the  case of
            Tranche B) rounded up or down to the nearest 10,000 Zloty.

      (c)   Any  such   prepayment   shall  be  applied  pro  rata  against  the
            participations of the Banks in the Advances prepaid.

8.3   Additional right of prepayment

      If  the  Borrower  serves  a  notice  of  cancellation  under  Clause  6.3
      (Additional right of cancellation) in relation to a Bank, on the date that
      such Bank's Commitment is cancelled, the Borrower shall prepay all of that
      Bank's participations in Advances.

8.4   General provisions relating to prepayment

      (a)   Any  notice  of  prepayment  given  under  this  Agreement  shall be
            irrevocable, and the Borrower shall be bound to prepay in accordance
            with such notice.

      (b)   Amounts  repaid  or  prepaid  in  respect  of  any  Advance  may  be
            reborrowed hereunder subject to the other terms of this Agreement.

      (c)   Any repayment or prepayment of any  Utilisation  under any provision
            of this  Agreement  shall be made  together  with  interest and fees
            accrued on the amount repaid or prepaid and any amount which becomes
            due and payable as a result of that repayment or prepayment pursuant
            to Clause 24 (Indemnities).

8.5   UMTS Prepayment

      (a)   The Borrower  may, at any time,  submit a UMTS  Business Plan to the
            Banks, in a form reasonably  satisfactory to the Agent, for approval
            by the UMTS Approval Banks. The UMTS Approval Banks shall, within 21
            days after  receipt of such  Business  Plan,  approve or reject such
            UMTS Business Plan by written notice from the Agent to the Borrower.
            In the event that the UMTS Approval  Banks reject such UMTS Business
            Plan,  the Borrower  shall have one month from the date on which the
            Agent  notifies the Borrower of such  rejection to submit an amended
            UMTS Business Plan to the Banks, in a form  reasonably  satisfactory
            to the Agent,  for approval by the UMTS  Approval  Banks,  which the
            UMTS Approval Banks shall, within


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            21 days after the receipt of such amended Business Plan,  approve or
            reject by written notice from the Agent to the Borrower. If the UMTS
            Approval  Banks  (through  the Agent) fail to notify the Borrower of
            their approval or rejection of any such UMTS Business Plan delivered
            pursuant to this Clause 8.5 within the applicable 21 day period, the
            UMTS  Approval  Banks  shall be  deemed to have  approved  such UMTS
            Business Plan.

      (b)   If the UMTS Approval  Banks reject any UMTS Business Plan  submitted
            by the Borrower  pursuant to this Clause 8.5, the Borrower may elect
            by written notice (a "UMTS  Prepayment  Notice") to the Agent (which
            shall promptly give notice of the same to the Banks), given no later
            than  one  month  from  the date on which  the  Agent  notifies  the
            Borrower of its second and final  rejection,  to prepay the Advances
            in full and cancel the Commitments in full within nine months of the
            delivery of such UMTS  Prepayment  Notice.  Any such UMTS Prepayment
            Notice shall specify the date of such  prepayment  and  cancellation
            and if such UMTS  Prepayment  Notice is given,  the  Borrower  shall
            prepay  the   Advances  in  full  and  the   Commitments   shall  be
            automatically cancelled in full on the date specified therein.

9.    INTEREST PERIODS

9.1   Selection and agreement

      (a)   The duration of each  Interest  Period for an Advance shall be three
            months;  provided,  however,  that the Borrower may notify the Agent
            not later  than five  Business  Days  prior to the first day of each
            Interest  Period,  specifying  that the  duration  of such  Interest
            Period:

            (i)   for Tranche A Advances,  shall be one, two, three,  six or, as
                  may be agreed by the Agent,  acting on the instructions of all
                  the Tranche A Banks,  twelve  months;  provided  further  that
                  until  the   completion  of   syndication  to  the  reasonable
                  satisfaction  of the Agent,  each Interest Period shall be one
                  month; and

            (ii)  for Tranche B Advances, shall be one, three, six or, as may be
                  agreed by the  Agent,  acting on the  instructions  of all the
                  Tranche B Banks, twelve months.

      (b)   Any  Interest  Period  for which no  effective  selection  notice is
            received by the Agent shall be of three months' duration.

      (c)   No Interest Date may overrun an Instalment Date if, having regard to
            the  Interest  Dates of  outstanding  Advances,  it would  cause the
            Commitments  to be exceeded if the relevant  Advance were not repaid
            on that Instalment Date.

9.2   Duration

      (a)   Each Interest  Period for an Advance shall commence on the expiry of
            its immediately preceding Interest Period.

      (b)   If any Interest  Period for any Advance would otherwise end on a day
            which is not a Business Day, such Interest  Period shall end instead
            on the next Business Day in that calendar month (if there is one) or
            the preceding Business Day (if there is not).

9.3   Notification

      The Agent will  notify the Banks  participating  in that  Advance  and the
      Borrower of the  duration  and rate of interest  of each  Interest  Period
      relating to each Advance under that Tranche  promptly  after  ascertaining
      the same.


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9.4   Adjustments

      (a)   If two or more Interest  Periods relating to Advances under the same
            Tranche  denominated in the same currency end at the same time, then
            on the last day of those Interest  Periods,  those Advances shall be
            consolidated  into  and  treated  as  a  single  Advance  and  shall
            constitute one  Utilisation  for the purposes of Clause 5.2(b) (Form
            of Request).

      (b)   The Agent and the  Borrower  may enter into such other  arrangements
            for the  consolidation and splitting of Advances or Interest Periods
            as permitted under 9.1(a) and as they may agree.

10.   INTEREST

10.1  Rate

      The rate of interest  applicable to each Advance for each Interest  Period
      applicable to it shall be the rate per annum determined by the Agent to be
      the aggregate of:

      (a)   the Applicable Margin;

      (b)   (i)   in the case of any  Tranche  A  Advance  made in any  Optional
                  Currency, LIBOR on the Rate Fixing Day therefor;

            (ii)  in the case of any Tranche A Advance made in Euro,  EURIBOR on
                  the Rate Fixing Day therefor; and

            (iii) in the case of any  Advance  made in Zloty,  WIBOR on the Rate
                  Fixing Day therefor; and

      (c)   the Additional Costs Rate.

10.2  Due dates

      Save as otherwise  provided in this  Agreement,  accrued  interest on each
      Advance is payable by the Borrower on the last day of each Interest Period
      for that Advance and, if the Interest Period is twelve months in duration,
      six monthly.

10.3  Default interest

      (a)   If the  Borrower  fails to pay any  amount  payable  by it under the
            Senior Finance Documents, it shall, forthwith on demand by the Agent
            pay interest on the overdue  amount from the due date up to the date
            of actual payment, as well after as before judgment,  at a rate (the
            "default  rate")  determined  by the Agent to be two per  cent.  per
            annum  above the rate which  would have been  payable if the overdue
            amount had, during the period of non-payment, constituted an Advance
            in the currency of the overdue amount for such  successive  Interest
            Periods  of  such  duration  as the  Agent  may  determine  (each  a
            "Designated  Interest Period") or if of principal,  if such due date
            falls  during an Interest  Period,  the rate on the  overdue  amount
            under Clause 10.1 (Rate) immediately before the due date during such
            Interest Period.

      (b)   The default rate will be  determined  by the Agent on each  Business
            Day or two Business  Days or Target Days before the first day of the
            relevant Designated Interest Period, as appropriate.

      (c)   If the Agent determines that deposits in the currency of the overdue
            amount are not at the  relevant  time being  made  available  by the
            Reference  Banks to leading banks in the London,  European or Warsaw
            interbank  market  (as   applicable),   the  default  rate  will  be
            determined  by  reference  to the cost of funds to each of the Banks
            from whatever sources it may reasonably select.


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10.4  Notification

      The  Agent  shall  promptly  notify  the  Borrower  and the  Banks  of the
      determination  by the Agent of a Designated  Interest Period and a default
      rate of interest under this Agreement.

10.5  Margin adjustment

      (a)   The  Applicable  Margin  will  be 1.5 per  cent.  per  annum  unless
            adjusted in accordance with this Clause 10.5.

      (b)   The Borrower will deliver to the Agent (by no later than the date it
            delivers to the Agent the quarterly financial  statements  specified
            in Clause 19.2(a)(ii)(A)  (Financial Information and Business Plan))
            a  notice  signed  by a  member  of the  Management  Board or by the
            Borrower's  Group  Treasurer in the agreed form (a "Margin  Notice")
            specifying  the ratio of Senior  Debt to  EBITDA  as  calculated  in
            accordance  with Clause 21.1  (Senior Debt to EBITDA) as at the date
            to which the relevant  financial  statements  were  prepared for the
            purposes  of  calculating  whether  the  Applicable  Margin is to be
            adjusted in accordance with this Clause 10.5.

      (c)   Subject  to  paragraph  (d) below,  the  Applicable  Margin  will be
            adjusted  (upwards or downwards) to the  percentage  rates per annum
            specified  in Column 1 below set  opposite  the range into which the
            ratio of Senior  Debt of the Group to EBITDA of the Group,  as shown
            in the Margin Notice, falls:

                    Column 1                            Column 2
                Applicable Margin               Senior Debt/EBITDA ratio

                      1.50%                             >3.0 : 1
                      1.40%                      </= 3.0 : 1 and >2.0 : 1
                      1.30%                            </=2.0 : 1

      (d)   The  adjustment  (if any)  specified  in (c) above will apply to the
            Applicable Margin and all then outstanding Advances with effect from
            the date on which  the  Margin  Notice  was  received.  If the first
            Utilisation  hereunder  occurs  prior  to  the  date  on  which  the
            financial statements specified in Clause  19.2(a)(ii)(A)  (Financial
            Information and Business Plan) relating to the quarterly  Accounting
            Period ending 31 December,  2000 are delivered to the Agent together
            with the requisite Margin Notice then the Applicable Margin shall be
            determined by reference to the quarterly  financial  statements  and
            the  requisite  Margin Notice  relating to the quarterly  Accounting
            Period ending 30  September,  2000 and for this purpose the Borrower
            shall deliver to the Agent such quarterly  financial  statements and
            Margin  Notice on or before  the date on which the first  Request is
            delivered by the Borrower hereunder.

      (e)   If the Borrower fails to deliver a Margin Notice in accordance  with
            paragraph (b) above the Applicable  Margin with effect from the last
            date  permitted for delivery of the relevant  accounts  under Clause
            19.2(a)(ii)(A)  (Financial  Information  and Business  Plan) will be
            1.50%  provided that if that Margin Notice is delivered  later,  the
            Applicable  Margin will be adjusted in  accordance  with this Clause
            10.5 with effect from the date the Margin Notice is delivered.

11.   SELECTION OF OPTIONAL CURRENCIES

11.1  Selection

      (a)   The  Borrower  may select the currency of a Tranche A Advance for an
            Interest Period in either the relevant  Request or if the Advance is
            outstanding,  a notice  received  by the Agent  not later  than four
            Business Days before the first day of that Interest  Period.  In the
            latter case, the Borrower may specify whether that Tranche A Advance
            is to be  denominated  in more than one  currency,  and,  if so, the
            amount in Euro of each such currency (being a minimum Original


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            Euro  Amount  of   (euro)10,000,000   or  an  integral  multiple  of
            (euro)5,000,000 or the balance of the Tranche A Advance, if more).

      (b)   The  currency of each  Tranche A Advance must be Euro or an Optional
            Currency.

      (c)   If the Borrower  fails to give a notice in respect of an outstanding
            Tranche A Advance in  accordance  with  paragraph  (a)  above,  that
            Tranche A Advance  will  remain  denominated  for its next  Interest
            Period in the same currency in which it is then denominated.

      (d)   Each part of a Tranche A  Advance  which is to be  denominated  in a
            different  currency  from any other  part of that  Tranche A Advance
            will be treated as a separate Tranche A Advance.

      (e)   The  Borrower may not choose a currency if as a result the Tranche A
            Advances  would be  denominated  at any one time in more  than  five
            currencies.

      (f)   The Agent shall  notify  each  Tranche A Bank of the  currency,  the
            Original  Euro  Amount and the amount of its  participation  in each
            Tranche A Advance  promptly (and in any event,  before 1 p.m.  three
            Business Days before the relevant  Utilisation  Date) after they are
            ascertained.

11.2  Revocation of currency

      If before 9.30 a.m. Warsaw time on any Rate Fixing Day, the Agent receives
      notice from a Tranche A Bank that:

      (a)   it is impracticable for the Tranche A Bank to fund its participation
            in the Tranche A Advance in the relevant  Optional  Currency  during
            that  Interest  Period in the  ordinary  course of  business  in the
            European interbank market; and/or

      (b)   the use of the proposed  Optional  Currency might contravene any law
            or regulation,

      the Agent shall give notice to the  Borrower and to the Tranche A Banks to
      that effect before 11.00 a.m. Warsaw time on that day. In this event:

            (i)   the  Borrower  and the  Tranche  A Banks  may  agree  that the
                  drawdown will not be made; or

            (ii)  in the absence of agreement and in any other case:

                  (1)   that  Tranche A Bank's  participation  in the  Tranche A
                        Advance  (or,  if  more  than  one  Tranche  A  Bank  is
                        similarly    affected,    those    Tranche    A   Bank's
                        participations  in the  Tranche  A  Advances)  shall  be
                        treated as a separate  Tranche A Advance  denominated in
                        Euro during the relevant Interest Period;

                  (2)   in the  definition  of "LIBOR" or "EURIBOR"  (insofar as
                        such  definition  applies to that  Tranche A Advance) in
                        Clause 1.1 (Definitions):

                        (A)   there  shall be  substituted  for the time  "11.00
                              a.m." the time "1.00 p.m."; and

                        (B)   paragraph (c) of that definition shall apply.

11.3  Sterling

      Each  Tranche A Bank shall  advance  its  participation  in any  Tranche A
      Advance in Sterling through a Facility Office outside the United Kingdom.


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12.   AMOUNT OF OPTIONAL CURRENCIES

12.1  Drawdowns

      If a Tranche A Advance is to be drawn down in an  Optional  Currency,  the
      amount of each  Tranche A Bank's  participation  in that Tranche A Advance
      will be determined by converting into that Optional Currency the Tranche A
      Bank's participation in the Original Euro Amount of that Tranche A Advance
      on the basis of the Agent's  Spot Rate of  Exchange  three  Business  Days
      before its Utilisation Date.

12.2  Change of currency

      (a)   If a Tranche A Advance is to be continued  during its next  Interest
            Period in a different  currency  (the "new  currency")  from that in
            which  it is  currently  denominated,  then,  on the last day of its
            current Interest Period:

            (i)   each  Tranche  A  Bank  shall  pay  an  amount  equal  to  its
                  participation  in the  amount of such  Tranche A Advance as of
                  the beginning of its next Interest  Period in the new currency
                  (the "New  Amount")  to the Agent,  who shall hold the same on
                  behalf of such Tranche A Bank;

            (ii)  the Agent shall:

                  (A)   apply  the New  Amount so made  available  to it by each
                        Tranche  A Bank  in or  towards  the  purchase  of  such
                        Tranche A Bank's portion of the amount of such Tranche A
                        Advance  as of the  last  day of  its  current  Interest
                        Period  (the  "Existing  Amount")  and pay the amount so
                        purchased to such Tranche A Bank; and

                  (B)   pay any  portion of the amount made  available  to it by
                        the Tranche A Banks and not applied in  accordance  with
                        paragraph (A) above to the Borrower; and

            (iii) the  Borrower  shall pay to the Agent for the  account of each
                  Tranche  A Bank a sum  equal to the  amount  (if any) by which
                  such  Tranche A Bank's  share of the  Existing  Amount of such
                  Tranche A Advance exceeds the portion thereof purchased by the
                  Agent pursuant to paragraph (ii)(A) above.

      (b)   If the new  currency  is Euro,  the amount of each  Tranche A Bank's
            participation in that Tranche A Advance will be its participation in
            the Original Euro Amount of that Tranche A Advance for that Interest
            Period.

      (c)   If the new  currency  is an  Optional  Currency,  the amount of each
            Tranche A Bank's  participation  in that  Tranche A Advance  will be
            determined by converting into the new currency its  participation in
            the  Original  Euro Amount of that Tranche A Advance on the basis of
            the Agent's  Spot Rate of Exchange  three  Business  Days before the
            commencement of that Interest Period.

12.3  Same Optional Currency

      (a)   If a Tranche A Advance is to be continued  during its next  Interest
            Period  in the  same  Optional  Currency  as  that  in  which  it is
            denominated  during its  current  Interest  Period,  there  shall be
            calculated  the  difference  between  the  amount  of the  Tranche A
            Advance (in that Optional  Currency) for the current Interest Period
            and for the next  Interest  Period.  The  amount  of the  Tranche  A
            Advance  for  the  next  Interest   Period  will  be  determined  by
            notionally  converting into that Optional Currency the Original Euro
            Amount of the  Tranche A Advance  on the basis of the  Agent's  Spot
            Rate of Exchange two Business Days before the  commencement  of that
            Interest Period.


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      (b)   At the end of the current  Interest  Period (but  subject  always to
            paragraph (c) below):

            (i)   if the amount of the Tranche A Advance  for the next  Interest
                  Period is less than for the  preceding  Interest  Period,  the
                  Borrower shall repay the difference; or

            (ii)  if the amount of the Tranche A Advance  for the next  Interest
                  Period is greater,  each Tranche A Bank shall  forthwith  make
                  available to the Agent for the Borrower its  participation  in
                  the difference.

      (c)   If the Agent's  Spot Rate of Exchange for the next  Interest  Period
            shows an  appreciation  or  depreciation  of the  Optional  Currency
            against  Euro of less  than five per cent.  when  compared  with the
            Original  Exchange  Rate,  no amounts  are payable in respect of the
            difference.  In this Clause 12,  "Original  Exchange Rate" means the
            Agent's Spot Rate of Exchange used for determining the amount of the
            Optional  Currency for the Interest Period which is the later of the
            following:

            (i)   the  Interest  Period  during  which the Tranche A Advance was
                  first  denominated in that Optional  Currency if the Tranche A
                  Advance has since then remained  denominated  in that Optional
                  Currency; and

            (ii)  the most recent Interest Period  immediately  prior to which a
                  difference was required to be paid under this Clause 12.3.

12.4  Prepayments and repayments

      If a Tranche A Advance  is to be repaid  or  prepaid  by  reference  to an
      Original Euro Amount, the Optional Currency amount to be repaid or prepaid
      shall be determined by reference to the Agent's Spot Rate of Exchange last
      used for  determining  the  Optional  Currency  amount  of that  Tranche A
      Advance  under this Clause 12 or, if  applicable,  the  Original  Exchange
      Rate.

12.5  Notification

      The Agent shall  notify the  Tranche A Banks and the  Borrower of Optional
      Currency  amounts  (and the  applicable  Agent's  Spot  Rate of  Exchange)
      promptly after they are ascertained.

13.   PAYMENTS

13.1  Place

      All payments by the Borrower or a Bank under the Senior Finance  Documents
      shall be made to the Agent to its  account  at such  office or bank in the
      principal financial centre of the country of the relevant currency (or, in
      the case of Euro,  any  financial  centre in which  payment in Euro can be
      effected) as it may notify to the Borrower or that Bank for this  purpose.
      Notwithstanding  the  above,  all  payments  by the  Borrower  to any Lead
      Arranger under Clauses 26 (Fees) and 27 (Expenses) shall be made direct to
      such Lead  Arranger  in the manner  agreed by such Lead  Arranger  and the
      Borrower.  Payments  by Banks to the Agent  under  Tranche B shall be made
      prior to 10 a.m. Warsaw time on the date such payment is due.

13.2  Funds

      Payments under the Senior Finance Documents to the Agent shall be made for
      value on the due date at such  times  and in such  funds as the  Agent may
      specify  to the Party  concerned  as being  customary  at the time for the
      settlement  of  transactions  in the  relevant  currency  in the place for
      payment.


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13.3  Distribution

      (a)   Each  payment  received  by  the  Agent  under  the  Senior  Finance
            Documents for another Party shall, subject to paragraphs (b) and (c)
            below,  be made  available by the Agent to that Party by payment (on
            the date and in the  currency  and funds of  receipt) to its account
            with such office or bank in the  principal  financial  centre of the
            country  of the  relevant  currency  (or,  in the case of Euro,  any
            financial centre in which payment in Euro can be effected) as it may
            notify to the Agent for this purpose by not less than five  Business
            Days' prior notice.

      (b)   The Agent may apply any amount received by it for the Borrower in or
            towards  payment  (on the  date  and in the  currency  and  funds of
            receipt)  of any  amount  due from the  Borrower  under  the  Senior
            Finance Documents or in or towards the purchase of any amount of any
            currency to be so applied.

      (c)   Where a sum is to be paid to the  Agent  under  the  Senior  Finance
            Documents  for another  Party,  the Agent is not obliged to pay that
            sum to that  Party  until it has  established  that it has  actually
            received that sum. The Agent may,  however,  assume that the sum has
            been paid to it in accordance with this Agreement,  and, in reliance
            on that  assumption,  make  available to that Party a  corresponding
            amount.  If the sum has not been  made  available  but the Agent has
            paid a  corresponding  amount to another  Party,  that  Party  shall
            forthwith  on demand by the Agent  refund the  corresponding  amount
            together  with  interest  on that amount from the date of payment to
            the date of receipt, calculated at a rate determined by the Agent to
            reflect its cost of funds.

      (d)   The Agent  shall not be  obliged to pay any amount in Zloty if it is
            unable to establish  that it has actually  received such amount from
            the Borrower or the Tranche B Banks prior to 10 a.m.  Warsaw time on
            the date such payment should otherwise be made.

13.4  Currency

      (a)   Subject to  paragraph  (e) below,  a repayment  or  prepayment  of a
            Utilisation  or any part of a Utilisation is payable in the currency
            in which the Utilisation is denominated on its due date.

      (b)   Interest is payable in the currency in which the relevant  amount in
            respect of which it is payable is denominated.

      (c)   Amounts payable in respect of costs, indemnities, expenses and Taxes
            and the like are payable in the currency in which they are incurred.

      (d)   Any other amount  payable  under the Senior  Finance  Documents  is,
            except as otherwise provided in this Agreement, payable in Euro.

      (e)   For the purpose of the effectiveness and enforcement of the notarial
            deed of submission to execution pursuant to Art. 777 Sec. 1.5 of the
            Polish  Code of  Civil  Procedure  and  the  other  Polish  Security
            Documents,  the Parties agree that,  with respect to the  Borrower's
            payment of the  obligations  referred to in paragraphs (a), (b), (c)
            and (d) above, the Finance Parties shall,  without  prejudice to the
            Finance  Parties'  rights to claim  such  payments  in the  relevant
            currencies and without  prejudice to mandatory  provisions of Polish
            law, be entitled to claim such payments from the Borrower be made in
            Euro.

13.5  Set-off and counterclaim

      All payments made by the Borrower under the Senior Finance Documents shall
      be made without set-off or counterclaim.


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13.6  Non-Business Days

      (a)   If a payment  under the  Senior  Finance  Documents  is due on a day
            which is not a Business  Day,  the due date for that  payment  shall
            instead  be the next  Business  Day in the same  calendar  month (if
            there is one) or the preceding Business Day (if there is not).

      (b)   During any  extension  of the due date for payment of any  principal
            under this  Agreement  interest is payable on that  principal at the
            rate payable on the original due date.

13.7  Partial payments

      If the Agent receives a payment  insufficient to discharge all the amounts
      then due and payable by the Borrower under the Senior  Finance  Documents,
      the Agent shall apply that payment towards the obligations of the Borrower
      under  the  Senior  Finance  Documents  in  accordance  with  Clause  31.2
      (Application of payments).

14.   TAXES

      (a)   All  payments by the  Obligors  under the Senior  Finance  Documents
            shall be made  without  any  deduction  and  free  and  clear of and
            without  deduction  for or on account  of any  Taxes,  except to the
            extent that the payor is required by law to make payment  subject to
            any Taxes.  Subject to paragraph (b) below, if any Tax or amounts in
            respect of Tax must be  deducted,  or any other  deductions  must be
            made,  from any amounts  payable or paid by an  Obligor,  or paid or
            payable by the Agent to a Finance  Party,  under the Senior  Finance
            Documents, that Obligor shall pay at the same time, or promptly upon
            notification  by the Agent where the  deduction has been made by the
            Agent,  such  additional  amounts as may be necessary to ensure that
            the  relevant  Bank  receives a net amount  equal to the full amount
            which it would have  received  had payment not been made  subject to
            Tax or any other deduction.

      (b)   An Obligor is not obliged to pay any additional  amount  pursuant to
            paragraph (a) above (i) in respect of any deduction  which would not
            have been  required  if,  upon  reasonable  written  request of such
            Obligor to the Agent and the relevant  Finance  Party,  the relevant
            Finance Party had completed a tax residence certificate confirmed or
            issued by the  applicable  tax  authority of each Finance  Party,  a
            declaration, claim, exemption or other applicable form which it was,
            at the time of such request, lawfully able to complete and which did
            not require  disclosure of  information  which the relevant  Finance
            Party reasonably considered to be confidential or (ii) in respect of
            any Tax on overall  net income of a Bank (or the  overall net income
            of a division or branch of the Bank) imposed in the  jurisdiction in
            which its principal office or Facility Office is situated.

      (c)   If:

            (i)   on the Signing Date,  any Bank which is a Party on the Signing
                  Date is not a Qualifying Bank; or

            (ii)  after the Signing Date, a Bank ceases to be a Qualifying Bank,
                  other  than as a result of the  introduction  of,  suspension,
                  withdrawal or cancellation  of, or change in, or change in the
                  official    interpretation,    administration    or   official
                  application of, any law,  regulation  having the force of law,
                  tax treaty or any published  practice or published  concession
                  of the Polish tax  authorities or any other relevant taxing or
                  fiscal authority in any  jurisdiction  with which the relevant
                  Bank has a connection, occurring after the Signing Date; or

            (iii) on the date of any transfer  under Clause 30.2  (Transfers  by
                  Banks), a New Bank (as such term is defined in that Clause) is
                  not a Qualifying Bank,


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            then the  Borrower  shall not be  liable  to pay to that Bank  under
            paragraph (a) above any amount in respect of Taxes levied or imposed
            by the Polish  taxing  authority  or any taxing  authority  of or in
            Poland in excess of the amount it would have been  obliged to pay if
            that Bank had been a Qualifying Bank.

      (d)   If an Obligor  makes a payment  pursuant to paragraph  (a) above for
            the  account  of any  Bank  and such  Bank  determines,  in its sole
            discretion,  that it has received or been granted a credit  against,
            or relief or remission  or repayment  of, any Tax paid or payable by
            it (a "Tax  Credit")  which is  attributable  to that payment or the
            corresponding  payment under the Senior Finance  Documents such Bank
            shall,  to the  extent  that it can do so without  prejudice  to the
            retention  of the  amount  of  such  credit,  relief,  remission  or
            repayment, pay to the Obligor such amount as the Bank acting in good
            faith  determines to be attributable to such payments and which will
            leave the Bank (after such  payment) in no better or worse  position
            than it would have been if the Obligor had not been required to make
            any deduction or withholding.

      (e)   Nothing in this Clause 14 shall  interfere  with the right of a Bank
            to arrange  its tax  affairs in  whatever  manner it thinks fit and,
            without  limiting  the  foregoing,   no  Bank  shall  be  under  any
            obligation  to  claim  a Tax  Credit  or to  claim a Tax  Credit  in
            priority to any other claims,  relief, credit or deduction available
            to it.  Notwithstanding  any other  provision  of this Clause 14, no
            Bank shall be obliged to disclose  any  information  relating to its
            tax affairs or any computations in respect thereof.

      (f)   Each Obligor shall:

            (i)   pay when  due all  Taxes  required  by law to be  deducted  or
                  withheld  by it from any  amounts  paid or  payable  under the
                  Senior Finance Documents;

            (ii)  within 30 days of the payment being made, deliver to the Agent
                  for the relevant  Finance Party evidence  satisfactory to that
                  Finance Party  (including all relevant Tax receipts  within 30
                  days or if  later,  as soon as they  are  available)  that the
                  payment has been duly remitted to the  appropriate  authority;
                  and

            (iii) forthwith on demand  indemnify  each Finance Party against any
                  loss  or  liability  which  that  Finance  Party  incurs  as a
                  consequence of the non-payment of those Taxes.

      (g)   Each Bank  represents to the Agent that, in the case of a Bank which
            is a Bank on the  Signing  Date  and,  in the  case of a Bank  which
            becomes  a Bank  after  the date of this  Agreement,  on the date it
            becomes a Bank, in relation to the Facilities, it is:

            (i)   either:

                  (A)   not  resident in the United  Kingdom for United  Kingdom
                        tax purposes; or

                  (B)   a bank as  defined  in  section  840A of the  Income and
                        Corporation  Taxes Act 1988 and  resident  in the United
                        Kingdom; and

            (ii)  beneficially entitled to the principal and interest payable by
                  the Agent to it under this Agreement;

            and, if it is able to make those representations on the Signing Date
            or the date it becomes a Bank,  shall forthwith  notify the Agent if
            either representation ceases to be correct.

15.   MARKET DISRUPTION

15.1  Disruption events

      (a)   If, in relation to any  proposed  Tranche A Advance and any Interest
            Period relative thereto:


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            (i)   no, or where there is more than one  Tranche A Reference  Bank
                  only one,  Tranche A Reference  Bank supplies an interest rate
                  to the Agent as  required  by the  definition  of  "LIBOR"  or
                  "EURIBOR"  after the Agent has requested  such a rate from the
                  Tranche A Reference Banks; or

            (ii)  the Agent has received  notification  from a Tranche A Bank or
                  Banks  whose   participations   in  such   Tranche  A  Advance
                  constitute  at least  forty per  cent.  (40%) by value of such
                  Tranche A Advance  that by reason of  circumstances  affecting
                  the European interbank market:

                  (A)   deposits in the  currency of such  Tranche A Advance for
                        the  same  period  as  such  Interest   Period  are  not
                        available to them in the interbank  market in sufficient
                        amounts in the ordinary course of business to fund their
                        respective  participations in such Tranche A Advance for
                        such Interest Period, or

                  (B)   whilst such deposits are so available,  the cost of such
                        deposits  exceeds  LIBOR or  EURIBOR  as  determined  in
                        relation  to such  Tranche A Advance  for such  Interest
                        Period,

                  the  Agent  shall   promptly  give  written   notice  of  such
                  determination  or notification to the Borrower and each of the
                  Tranche A Banks and each  Tranche A Bank which is  affected by
                  the  circumstances  described in paragraph (ii) above shall be
                  an "Affected Bank".

      (b)   If, in relation to any  proposed  Tranche B Advance and any Interest
            Period relative thereto:

            (i)   fewer than three Tranche B Reference  Banks supply an interest
                  rate to the Agent as required by the definition of WIBOR after
                  the  Agent  has  requested  such a rate  from  the  Tranche  B
                  Reference Banks; or

            (ii)  the Agent has received  notification  from a Tranche B Bank or
                  Banks  whose   participations   in  such   Tranche  B  Advance
                  constitute  at least  forty per  cent.  (40%) by value of such
                  Tranche B Advance  that by reason of  circumstances  affecting
                  the Warsaw interbank market:

                  (A)   deposits in Zloty for the same  period as such  Interest
                        Period are not available to them in the interbank market
                        in sufficient amounts in the ordinary course of business
                        to fund their respective  participations in such Tranche
                        B Advance for such Interest Period, or

                  (B)   whilst such deposits are so available,  the cost of such
                        deposits exceeds WIBOR as determined in relation to such
                        Tranche B Advance for such Interest Period,

                  the  Agent  shall   promptly  give  written   notice  of  such
                  determination  or notification to the Borrower and each of the
                  Tranche B Banks and each  Tranche B Bank which is  affected by
                  the  circumstances  described in paragraph (ii) above shall be
                  an "Affected Bank".

15.2  Effect

      After the  giving  of any  notice by the  Agent  pursuant  to Clause  15.1
      (Disruption  events) to the effect that it has  received  notification  in
      accordance with Clause 15.1 (Disruption events):

      (a)   each  Bank  which  is not an  Affected  Bank  shall  be  obliged  to
            participate in the Advance to which such notification relates; and


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      (b)   each Affected  Bank,  other than an Affected Bank to which funds are
            not  reasonably  available,  shall be obliged to  participate in the
            Advance to which the  notification  relates  subject to Clause  15.3
            (Negotiation and Substitute Basis).

15.3  Negotiation and Substitute Basis

      (a)   During the period of 30 days (the "30 Day Period")  after the giving
            of any  notice by the Agent  pursuant  to  Clause  15.1  (Disruption
            events),  the Agent (in consultation  with the Banks in the relevant
            Tranche) shall negotiate with the Borrower in good faith with a view
            to ascertaining  whether a substitute  basis (a "Substitute  Basis")
            may be  agreed  for  the  making  of  further  Advances  and/or  the
            maintaining  of any  existing  Advances  by the Banks to which  such
            notice by the Agent related for the current Interest Period relative
            to those Advances.  If a Substitute Basis is agreed by all the Banks
            in the relevant  Tranche and the  Borrower,  such  Substitute  Basis
            shall apply in accordance  with its terms from the  commencement  of
            the next  Interest  Period  relating to each relevant  Advance.  The
            Agent  shall not agree  any  Substitute  Basis on behalf of any Bank
            without the prior consent of that Bank.

      (b)   From the beginning of the 30 Day Period to the  commencement  of the
            next  Interest  Period  relating  to  each  relevant  Advance,  each
            Affected Bank's  participation in each outstanding  Advance to which
            such  notification  related shall bear interest  during the Interest
            Period therefor until and unless such Substitute Basis is agreed, at
            the Applicable  Margin plus the rate certified by such Affected Bank
            to be its cost of  funds  (from  such  source  as it may  reasonably
            select) for such Interest Period.

      (c)   If the Agent and the Borrower  fail to agree on a  Substitute  Basis
            within  30 days  from  the  date  of such  notice  the  Agent  shall
            determine  the rate of  interest  to apply to each  Affected  Bank's
            participation  in each then  existing  Advance  during such Interest
            Period by reference to the  Applicable  Margin plus the cost to such
            Affected Bank of funding the portion of the Advances scheduled to be
            outstanding  during such Interest  Period from  whatever  sources it
            reasonably selects out of those sources then available to it.

16.   INCREASED COSTS

16.1  Increased costs

      (a)   Subject to Clause 16.3 (Exceptions), the Borrower shall forthwith on
            demand by a Bank  through the Agent pay to that Bank,  the amount of
            any increased cost incurred by it or any of its Holding Companies as
            a result of:

            (i)   the  introduction  of, or any  change in, or any change in the
                  interpretation  or  application  of,  any  law  or  regulation
                  applicable to a whole class of financial institutions of which
                  that Bank is one; or

            (ii)  compliance  with any  regulation  made  after the date of this
                  Agreement,

            including  any law or  regulation  relating to  Taxation,  change in
            currency of a country or reserve asset, special deposit, cash ratio,
            liquidity  or  capital  adequacy  requirements  or any other form of
            banking or monetary control.

      (b)   In this Agreement "increased cost" means:

            (i)   an  additional  cost  incurred by a Bank or any of its Holding
                  Companies  as  a  result  of  it  having   entered   into,  or
                  performing,  maintaining or funding its obligations under, any
                  Senior Finance Document; or

            (ii)  that portion of an  additional  cost incurred by a Bank or any
                  of its Holding Companies in making, funding or maintaining all
                  or any advances comprised in a class of


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                  advances formed by or including that Bank's  participations in
                  the Utilisations made or to be made under this Agreement as is
                  attributable to that Bank making, funding or maintaining those
                  participations; or

            (iii) a  reduction  in any  amount  payable  to a Bank or any of its
                  Holding  Companies or the effective return to a Bank or any of
                  its Holding  Companies  under this Agreement or (to the extent
                  that it is attributable to this Agreement) on its capital; or

            (iv)  the amount of any payment made by a Bank or any of its Holding
                  Companies,  or the  amount  of any  interest  or other  return
                  foregone by a Bank or any of its Holding Companies, calculated
                  by reference to any amount received or receivable by that Bank
                  or any of its  Holding  Companies  from any other  Party under
                  this Agreement.

16.2  Bank Guarantee Fund

      (a)   Where any Tranche B Bank (or its Holding Company) is obliged to make
            a payment into the Bank Guarantee Fund as a result of it maintaining
            its Commitment,  making,  funding or maintaining all or any advances
            comprised in a class of advances formed by or including its (or such
            Finance  Party's)  participation  in some or all of the Utilisations
            made or to be made under this  Agreement,  that  Tranche B Bank may,
            within  30 days of making a payment  into the Bank  Guarantee  Fund,
            send to the  Agent  a  notice  of  such  payment.  The  Agent  shall
            reasonably  determine  the amount  which was paid by that  Tranche B
            Bank to the Bank Guarantee Fund which is  attributable  on the basis
            of Polish law to its making,  funding or maintaining  Advances under
            this Agreement or  maintaining  its  obligation,  if any, to provide
            Utilisations.  The  Agent  shall  send a  certificate  signed by its
            senior credit officer of the amount so determined to the Borrower.

      (b)   Within 30 days after receipt of a certificate presented by the Agent
            in accordance  with  paragraph (a) above,  the Borrower shall pay to
            the Agent for the account of the relevant Tranche B Bank (or, as the
            case may be, Holding  Company of such Tranche B Bank) the amount set
            out in the  certificate  (in the absence of manifest error) so as to
            compensate  such  Tranche B Bank (or such  Holding  Company) for the
            payment into the Bank Guarantee Fund.

16.3  Exceptions

      Clause 16.1 (Increased costs) does not apply to any increased cost:

      (a)   compensated for by the operation of Clause 14 (Taxes) or the payment
            of the Additional Costs Rate; or

      (b)   attributable  to any Tax on  Overall  Net  Income  of a Bank (or the
            overall net income of a division  or branch of the Bank)  imposed in
            the jurisdiction in which its principal office or Facility Office is
            situate; or

      (c)   of which the  relevant  Finance  Party  was aware  more than 90 days
            prior to notifying the Borrower  thereof with a  computation  of the
            relevant cost; or

      (d)   arising  directly  out  of  the  implementation  by  the  applicable
            authorities  having  jurisdiction over such Bank and/or its Facility
            Office  of  the  matters  set  out  in the  statement  of the  Basle
            Committee on Banking  Regulations  and  Supervisory  Practices dated
            July,  1988  and  entitled  "International  Convergence  of  Capital
            Measurement  and  Capital  Standards",  or  the  directives  of  the
            European  Council (as amended or  supplemented  prior to the Signing
            Date) of 17th  April,  1989 on the own funds of credit  institutions
            (89/229/EEC)  and of 18th  December,  1989 on the solvency ratio for
            credit  institutions  (89/647/EEC),  in each case to the  extent and
            according to the timetable provided therein.


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17.   ILLEGALITY AND MITIGATION

17.1  Illegality

      If it is or becomes unlawful in any jurisdiction for a Bank to give effect
      to any of its  obligations as contemplated by this Agreement or to fund or
      maintain its participation in any Utilisation, then:

      (a)   that Bank may notify the Borrower through the Agent; and

      (b)   if that Bank so notifies the Borrower (through the Agent),

            (i)   the Borrower shall prepay the  participations  of that Bank in
                  all the Utilisations; and

            (ii)  the Commitments of that Bank shall be cancelled,

            in each case  forthwith  or if later,  the latest date  permitted by
            applicable  law as notified to the Borrower by such Bank through the
            Agent.

17.2  Mitigation

      Notwithstanding  the  provisions of Clauses 14 (Taxes),  15.1  (Disruption
      events), 16.1 (Increased Costs) and 17.1 (Illegality), if in relation to a
      Bank or (as the case may be) the Agent  circumstances  arise  which  would
      result in:

      (a)   any deduction,  withholding or payment of the nature  referred to in
            Clause 14 (Taxes); or

      (b)   any market  disruption  of the  nature  referred  to in Clause  15.1
            (Disruption events); or

      (c)   any  increased  cost  of  the  nature  referred  to in  Clause  16.1
            (Increased Costs); or

      (d)   a notification pursuant to Clause 17.1 (Illegality),

      then without in any way  limiting,  reducing or otherwise  qualifying  the
      rights of such Bank or the Agent,  such Bank shall  promptly upon becoming
      aware of the same  notify the Agent  thereof  (whereupon  the Agent  shall
      promptly  notify  the  Borrower)  and such Bank  shall use all  reasonable
      endeavours to transfer its  participation  in the relevant Tranche and its
      rights hereunder and under the Senior Finance Documents to another bank or
      Facility Office not affected by the  circumstances  having the results set
      out in (a), (b) or (c) above or otherwise  take such  reasonable  steps as
      may be open to it to mitigate the effects of such circumstances but always
      taking into  account that such Bank shall not be under any  obligation  to
      take any such  action if, in its  opinion,  to do so would or might have a
      material  adverse  effect  upon  its  business,  operations  or  financial
      condition  or would  involve it in any  unlawful  activity or any activity
      that is contrary to its policies or any request,  guidance or directive of
      any  competent  authority  (whether  or not  having  the  force of law) or
      (unless  indemnified to its reasonable  satisfaction)  would involve it in
      any significant expense or tax disadvantage.

18.   REPRESENTATIONS AND WARRANTIES

18.1  Representations and warranties

      The Borrower  makes the  representations  and  warranties  set out in this
      Clause 18 to each of the Finance Parties.

18.2  Status

      (a)   It is a limited  liability  company,  duly  incorporated and validly
            existing  under  the laws of  Poland  and each  other  Obligor  is a
            corporation or limited  liability  company,  duly  incorporated  and
            validly   existing  under  the  laws  of  the  jurisdiction  of  its
            incorporation; and


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      (b)   each  member of the Group has the power to own its  assets and carry
            on its business as it is being conducted.

18.3  Powers and authority

      Each  Obligor has the power to enter into and  perform,  and has taken all
      necessary action to authorise the entry into, performance and delivery of,
      the  Senior  Finance  Documents  to which it is or will be a party and the
      transactions contemplated by those Senior Finance Documents.

18.4  Legal validity

      Each  Senior  Finance  Document to which any Obligor is or will be a party
      constitutes,   or  when  executed  in  accordance   with  its  terms  will
      constitute,  its  legal,  valid  and  binding  obligation  enforceable  in
      accordance with its terms subject to applicable  insolvency and other laws
      affecting creditors' rights generally.

18.5  Authorisations

      (a)   All  authorisations  required or the absence of which may  prejudice
            the Finance Parties in connection with the entry into,  performance,
            validity and  enforceability of the Senior Finance Documents and the
            transactions  contemplated by the Senior Finance Documents have been
            obtained or effected and are in full force and effect.

      (b)   The  Borrower  holds the GSM Licence,  the DCS-1800  Licence and the
            UMTS Licence and each Obligor holds all Necessary Authorisations and
            has received no notice of proceedings  relating to the revocation of
            the GSM Licence, the DCS-1800 Licence, the UMTS Licence or any other
            licence, certificate,  franchise or permit, which individually or in
            the aggregate,  if the subject of an unfavourable ruling or finding,
            would have a Material Adverse Effect.

18.6  Pari passu ranking

      Each Obligor's  obligations  under the Senior  Finance  Documents rank and
      will  rank  at  least  pari  passu  with  all  its  other   unsecured  and
      unsubordinated  obligations  except for obligations  which are mandatorily
      preferred by law applying to companies generally.

18.7  Stamp duties

      No stamp or  registration  duty or similar Taxes or charges are payable in
      Poland,  the  Netherlands,  Luxembourg or England in respect of any Senior
      Finance  Document  other  than   registration  fees  in  relation  to  the
      registration  of  pledges  under  the  Pledge  Law  or  the  laws  of  the
      Netherlands,  Luxembourg  or England  relating to the granting of Security
      Interests which have been paid by the Borrower.

18.8  Immunity

      (a)   The  execution  by each Obligor of each Senior  Finance  Document to
            which it is or will be a party constitutes,  and its exercise of its
            rights and performance of its obligations  under each Senior Finance
            Document  will  constitute,  private  and  commercial  acts done and
            performed for private and commercial purposes.

      (b)   No Obligor will be entitled to claim immunity from suit,  execution,
            attachment  or  other  legal  process  in any  proceedings  taken in
            Poland,  the  Netherlands,  Luxembourg or England in relation to any
            Senior Finance Document.

18.9  Non-conflict

      The entry into and  performance  by any Obligor  of, and the  transactions
      contemplated by, the Senior Finance Documents do not and will not:


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      (a)   conflict with any law or  regulation  or judicial or official  order
            with which such Obligor is required to comply; or

      (b)   conflict  with the  constitutional  documents  of any  member of the
            Group; or

      (c)   conflict  with any document  which is binding upon any member of the
            Group or any asset of any member of the Group.

18.10 No default

      (a)   No Default is  outstanding  or might  result  from the making of any
            Utilisation; and

      (b)   no other event is outstanding  which constitutes (or with the giving
            of notice or lapse of time  might  constitute)  a default  under any
            document which is binding on any member of the Group or any asset of
            any  member of the Group to an  extent  or in a manner  which  could
            reasonably be expected to have a Material Adverse Effect.

18.11 Litigation

      No litigation,  arbitration or administrative  proceedings are current or,
      to its knowledge,  pending or threatened,  which, if adversely determined,
      could reasonably be expected to have a Material Adverse Effect.

18.12 Accounts

      (a)   The Original Borrower Accounts:

            (i)   have  been   prepared  in  accordance   with  the   Accounting
                  Principles consistently applied; and

            (ii)  fairly represent the financial condition of the Borrower as at
                  the date to which they were drawn up,

            and  there has been no  material  adverse  change  in the  business,
            financial  condition,  operations or performance of the Group (taken
            as a whole) since the date to which those Accounts were drawn up.

      (b)   The annual audited  Accounts of the Group and each Principal  Member
            of the Group most recently delivered to the Agent after the Original
            Borrower Accounts:

            (i)   have  been   prepared  in  accordance   with  the   Accounting
                  Principles consistently applied; and

            (ii)

                  (A)   in the case of a Principal  Member of the Group,  fairly
                        represent  the  financial  condition  of each  Principal
                        Member  of the  Group as at the date to which  they were
                        drawn up; and

                  (B)   in the case of the Group, fairly represent the financial
                        condition of the Group as at the date to which they were
                        drawn up,

            and no event has occurred which would have a Material Adverse Effect
            since the date those Accounts were drawn up.


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18.13 Security Interests

      (a)   The security  conferred by the Security  Documents  constitutes,  or
            will when executed and/or registered (as applicable)  constitute,  a
            first ranking Security  Interest of the type therein  described over
            the  security  assets  referred to therein and no Security  Interest
            exists over its or any of its Subsidiaries' assets which would cause
            a breach of Clause 19.8 (Negative Pledge).

      (b)   No member of the Group  owns any bank  account  other  than (i) bank
            accounts subject to a first ranking  Security  Interest in favour of
            the Finance Parties, (ii) escrow accounts permitted under the Senior
            Finance Documents or (iii) bank accounts subject to the Bank Account
            Side Letter.

      (c)   None of the shares  pledged by any Obligor  pursuant to any Security
            Document is evidenced by a share certificate.

18.14 Information Memorandum

      (a)   All information contained in the Information  Memorandum (other than
            information  in reports from third parties that has been provided to
            the  Borrower  by such  third  parties)  was  true  in all  material
            respects at its date, all calculations  made in the financial models
            in the  Information  Memorandum  have  been made  correctly  and all
            expressions   of  opinion  or  intention   and  all   forecasts  and
            projections  made by it (including  any  assumptions,  forecasts and
            projections  made in  connection  with the banking  base case in the
            Information Memorandum) contained in the Information Memorandum were
            arrived at after careful consideration,  were fair and were based on
            reasonable grounds.

      (b)   So far as it is aware after due and  careful  review and enquiry all
            factual  information  furnished  by the  Borrower or its advisors on
            which the  Information  Memorandum  is based or which is referred to
            therein was true in all material respects as at its date.

      (c)   The  Information  Memorandum did not omit anything which is material
            in the  context  of the  business  and  financial  condition  of the
            Borrower.

      (d)   As at the Signing Date,  nothing has occurred  since the date of the
            Information  Memorandum  which renders the  information  therein (as
            updated  prior to the  Signing  Date)  untrue or  misleading  in any
            material  respect  and  which  is  material  in the  context  of the
            business and financial condition of the Borrower.

18.15 Intellectual Property Rights

      (a)   It (and each of its Subsidiaries) owns or has the legal right to use
            all the  Intellectual  Property  Rights  which are  material  to the
            conduct  of the  business  of the  Group  taken  as a  whole  or are
            required  by it in  order  for it to carry  on its  business  in all
            material  respects as it is being  conducted on the Signing Date and
            as far as it is aware it does not (nor do any of its  Subsidiaries),
            in carrying on its  business,  infringe  any  Intellectual  Property
            Rights of any third  party in any way which  would  have a  Material
            Adverse Effect.

      (b)   None of the  Intellectual  Property Rights which are material in the
            context  of the  business  of any  member  of the  Group  is, to its
            knowledge,  being  infringed  nor,  to its  knowledge,  is there any
            threatened  infringement of those  Intellectual  Property Rights, by
            any third party which would have a Material Adverse Effect.

      (c)   All  registered  Intellectual  Property  Rights  owned by it (or any
            Subsidiary  of it) and  which are  material  to the  conduct  of the
            business of any member of the Group are  subsisting  and all actions
            (including  payment of all fees)  required to  maintain  the same in
            full force and effect have been taken,  where lack of subsistence or
            failure  to take any  such  action  would  have a  Material  Adverse
            Effect.


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18.16 Environmental matters

      (a)   It  and  its   Subsidiaries   (i)  have   obtained   all   requisite
            Environmental  Licences required for the carrying on of its business
            as currently  conducted and (ii) have at all times complied with the
            terms and conditions of such  Environmental  Licences and (iii) have
            at all times complied with all other applicable  Environmental Laws,
            which in each such case,  if not  obtained or complied  with,  would
            have a Material Adverse Effect.

      (b)   So far as it is aware after due enquiry,  there is no  Environmental
            Claim pending or  threatened,  against any member of the Group which
            is reasonably  likely to be decided against that member of the Group
            and which if so decided would have a Material Adverse Effect.

      (c)   So far as it is aware after due enquiry,  no Dangerous Substance has
            been used,  disposed of,  generated,  stored,  transported,  dumped,
            released,  deposited,  buried or emitted  at, on,  from or under any
            premises  (whether or not owned,  leased,  occupied or controlled by
            any member of the Group and including  any offsite waste  management
            or  disposal  location  utilised  by any  member  of the  Group)  in
            circumstances  where this would be reasonably  likely to result in a
            liability  on any  member of the Group  which  would have a Material
            Adverse Effect.

18.17 Material Contracts

      (a)   Each of the  Material  Contracts  to which  any  Obligor  is a party
            constitutes  its  legal,   valid  and  binding   obligation  and  is
            enforceable  against  it in  accordance  with its terms  subject  to
            applicable  insolvency  and other laws affecting  creditors'  rights
            generally, and all authorisations,  approvals,  consents,  licences,
            exemptions, filings, registrations,  recordings,  notarisations, and
            other matters,  official or otherwise,  necessary in connection with
            the entry into,  performance  and validity by and in respect of that
            party and  enforceability  against that party have been  obtained or
            effected and are in full force and effect.

      (b)   Neither  (i) it nor any  member  of the Group is in breach of any of
            its material  obligations under any Licence,  nor (ii) is it nor any
            member of the Group in  breach of any of its  obligations  under any
            other Material Contract in a manner or to such an extent which would
            be reasonably likely to have a Material Adverse Effect.

      (c)   There is no material  dispute  between  any parties to the  Material
            Contracts and there have been no material amendments to any Material
            Contract  since the form  provided to the Agent prior to the Signing
            Date.

18.18 Times for Making Representations and Warranties

      (a)   The  representations  and  warranties  set out in this Clause 18 are
            made on the date of this Agreement.

      (b)   The representations and warranties set out in Clauses 18.2 (Status),
            18.3   (Powers  and   authority),   18.4  (Legal   validity),   18.5
            (Authorisation),  18.6 (Pari Passu Ranking),  18.8 (Immunity),  18.9
            (Non-conflict),  18.10 (No default),  18.11  (Litigation),  18.12(b)
            (Accounts),   18.13   (Security   Interests)  and  18.17   (Material
            Contracts)  are deemed to be repeated by the Borrower on the date of
            each Request,  each Rollover  Date and each  Utilisation  Date as if
            they had been  given on such  dates  having  regard to the facts and
            circumstances existing on such dates.


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19.   UNDERTAKINGS

19.1  Duration

      The  undertakings in this Clause 19 shall remain in force from the date of
      this  Agreement  and for so long as any  amount  is or may be  outstanding
      under any Senior Finance Document or any Commitment is in force.

19.2  Financial Information and Business Plan

      (a)   The  Borrower  shall  procure  that there shall be  furnished to the
            Agent in sufficient  copies (in electronic form, if agreed to by the
            Agent)  for  each  of  the  Banks   (or,   in  the  case  of  Clause
            19.2(a)(vii), for each of the Tranche B Banks):

            (i)   as soon as the same are available (and in any event within 120
                  days) after the end of each annual Accounting Period:

                  (A)   the audited consolidated  Accounts of the Group for that
                        financial year; and

                  (B)   the audited  Accounts for that  financial  year for each
                        Principal Member of the Group;

            (ii)  as soon as the same are available  (and in any event within 45
                  days) after the end of each quarterly Accounting Period:

                  (A)   the financial statements and the unaudited  consolidated
                        Accounts  of  the  Borrower  and,  for  each   quarterly
                        Accounting Period ending on or after 31 March, 2001, the
                        financial  statements  and  the  unaudited  consolidated
                        Accounts of the Group for that Accounting Period;

                  (B)   the   details  of  the   exposure   under  any   hedging
                        transaction  or hedging line of credit  designated  as a
                        "Senior Finance  Document"  pursuant to Clause 19.14(c);
                        and

                  (C)   a list of each Principal Member of the Group;  provided,
                        however,  that the Borrower shall also procure that such
                        list be furnished upon the request of the Agent.

            (iii) as soon as the same is  available  (and in any event within 60
                  days after the commencement of each annual Accounting Period),
                  an  updated  Business  Plan  covering  the period to the Final
                  Repayment Date which has been approved by the management board
                  of the Borrower, on the basis that such Business Plan shall be
                  subject to approval by the  supervisory  board of the Borrower
                  and,  if such  supervisory  board  makes any  changes  to such
                  Business Plan, as soon as practicable  after such changes have
                  been made (and in any event  within 1 week of the  approval of
                  the Business Plan by such supervisory board, the Business Plan
                  as changed by such supervisory board);

            (iv)  as  soon as the  same is  available  (and in any  event  by 31
                  March, 2001) the UMTS Business Plan approved by the management
                  board  of  the  Borrower  and  the  supervisory  board  of the
                  Borrower;

            (v)   as soon as the same is  available  (and in any event within 45
                  days) after the end of each  quarterly  Accounting  Period,  a
                  report in an agreed form  setting out  performance  indicators
                  covering  the  level  of,  among  other  things,  subscribers,
                  network  coverage,  revenue per subscriber,  acquisition costs
                  per subscriber, churn and Capital


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                  Expenditure  of the  Borrower  and  its  Subsidiaries  for the
                  previous quarterly Accounting Period;

            (vi)  as soon as the same is  available  (and in any event within 45
                  days)  after  the end of each  quarterly  Accounting  Period a
                  report  in  an  agreed  form   setting  out  the   information
                  (including  any  reconciliation  between  the  accounts of the
                  Borrower and its Subsidiaries) that is needed to calculate the
                  financial   covenants   contained  in  Clause  21   (Financial
                  undertakings) and the results of such calculations;

            (vii) at the same time as the annual audited  consolidated  Accounts
                  are delivered  pursuant to paragraph  (i)(A) above a report of
                  the Auditors in a form reasonably satisfactory to the Agent:

                  (A)   setting   out   in   reasonable   detail    computations
                        establishing,  as at the date of such Accounts,  whether
                        the Borrower  complied with each of the financial ratios
                        set out in Clause 21 (Financial Undertakings);

                  (B)   stating  whether  the  Auditors  in the  course of their
                        audit  discovered any breach of the  obligations set out
                        in Clause 21 (Financial Undertakings); and

                  (C)   a letter explaining any differences  between the format,
                        headings   and   characterisations   used  where   those
                        differences  would  affect the  ability of the Agent and
                        the Banks to calculate  the  components of the financial
                        ratios in Clause 21 (Financial Undertakings); and

            (viii)at the same  time  that  they are  submitted  to the  National
                  Statistical  Office in Poland,  copies of forms F-01 and F-02;
                  and

            (ix)  at the same  time  that  they  are  submitted,  copies  of all
                  regular,  periodic  and special  reports and all  registration
                  statements, that the Borrower or any of its Subsidiaries files
                  with  the   Securities   and   Exchange   Commission   or  any
                  governmental authority that may be substituted  therefore,  or
                  with any national securities exchange.

      (b)   The Borrower  shall supply to the Agent  together with the quarterly
            Accounts  specified in paragraph (a)(ii) above and, in the case only
            of  (ii)  below,  at any  other  time  if the  Agent  reasonably  so
            requests,  a  certificate  substantially  in the form of  Schedule J
            signed by a member of the  management  board of the  Borrower on its
            behalf:

            (i)   setting out in reasonable detail computations establishing, as
                  at the  date  of the  latest  Accounts,  whether  each  of the
                  financial ratios set out in Clause 21 (Financial Undertakings)
                  were  complied  with  and  certifying  that  (A) the  relevant
                  Accounts  fairly  represent  the  financial  position  of  the
                  Borrower or the Group,  as  applicable,  and (B) the  relevant
                  Accounts  were  prepared  in  accordance  with the  Accounting
                  Principles or the terms of Clause 19.7 (Accounting  Standards)
                  has been complied with; and

            (ii)  certifying  that,  so far as he is aware,  having  made proper
                  enquiries,  no  Default  is  outstanding  or, if a Default  is
                  outstanding,  specifying  the Default  and the steps,  if any,
                  being taken to remedy it.

      (c)   The  Borrower  shall  supply to the Agent  promptly  at any time the
            Agent reasonably requests it, the amount of Senior Debt of the Group
            outstanding at the time of the Agent's request.

19.3  Information - Miscellaneous

      The Borrower  shall supply to the Agent in  sufficient  copies for all the
      Banks, if the Agent so requests:


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      (a)   all documents or information  relating to matters which are material
            to the  Borrower's  or the  Group's  business,  assets or  financial
            condition  and which are  likely  to  result in a  Material  Adverse
            Effect or which are  despatched by it to its creditors (or any class
            of them) at the same time as they are despatched;

      (b)   promptly upon  becoming  aware of them,  details of any  litigation,
            arbitration  or   administrative   proceedings  which  are  current,
            threatened  or pending  and which if,  adversely  determined,  could
            reasonably be expected to have a Material Adverse Effect; and

      (c)   promptly,  such further  information in the possession or control of
            any  member of the  Group  regarding  its  financial  condition  and
            operations as any Finance Party  (through the Agent) may  reasonably
            request.

19.4  Notification of Default

      The Borrower shall notify the Agent of any Default (and the steps, if any,
      being  taken  to  remedy  it)  promptly  upon  it  becoming  aware  of its
      occurrence.

19.5  Authorisations

      (a)   The Borrower shall promptly:

            (i)   obtain, maintain and comply with the terms of; and

            (ii)  supply certified copies to the Agent of,

            any  authorisation  required (or the absence of which may  prejudice
            the Finance  Parties)  under any law or  regulation  to enable it or
            another member of the Group to perform its obligations under, or for
            the validity or  enforceability  of, any Senior Finance  Document to
            which it or another member of the Group is a party.

      (b)   The Borrower  shall  promptly  obtain or cause to be obtained  every
            Necessary Authorisation and ensure that:

            (i)   none of the Necessary  Authorisations  is revoked,  cancelled,
                  suspended, withdrawn, terminated, expires or is not renewed or
                  otherwise ceases to be in full force and effect; and

            (ii)  no  Necessary  Authorisation  is modified and no member of the
                  Group  commits  any breach of the terms or  conditions  of any
                  Necessary Authorisation

            which, in the case of (i) or (ii), is reasonably likely to result in
            a Material Adverse Effect.

19.6  Audit and Accounting Dates

      The Borrower will ensure that:

      (a)   the annual Accounts to be delivered to the Agent pursuant to Clauses
            19.2(a)(i) and 19.2(a)(vi) (Financial information and Business Plan)
            are audited by the Auditors;

      (b)   it shall at all times have duly  appointed  the Auditors as auditors
            and each  Principal  Member of the Group shall at all times have the
            Auditors as duly appointed auditors (where required by law); and

      (c)   it will not, and no member of the Group will,  change the end of its
            annual  Accounting  Period without the prior written  consent of the
            Agent acting on the instructions of the Majority Banks.


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19.7  Accounting Standards

      The Borrower will ensure that:

      (a)   all Accounts  shall be prepared in  accordance  with the  Accounting
            Principles  or  shall  indicate  in notes  to or  accompanying  such
            Accounts any material departures from the Accounting Principles;

      (b)   all Accounts shall (in the case of annual Accounts) fairly represent
            (subject  to  adjustments  which  fall  to be made at the end of the
            financial year) the consolidated  financial  position and results of
            operations of the relevant member of the Group and its  Subsidiaries
            (in the case of consolidated Accounts) or its financial position and
            results of operations (in the case of unconsolidated  Accounts),  as
            at the end of and for the Accounting Period to which they relate.

19.8  Negative Pledge

      (a)   The Borrower  shall not,  and shall  procure that no other member of
            the Group will, create or permit to subsist any Security Interest on
            any of its assets or undertaking.

      (b)   Paragraph (a) does not apply to the following Security Interests:

            (i)   any Security  Interest  existing at the date of this Agreement
                  and detailed in Schedule F provided that the amount secured by
                  such  Security  Interest  is not  increased  above the  amount
                  stated or described  in that  Schedule as reduced from time to
                  time;

            (ii)  any Security Interest constituted or evidenced by the Security
                  Documents or the Main Facility Senior Finance Documents;

            (iii) a lien arising by  operation of law in the ordinary  course of
                  business and securing amounts not more than 60 days overdue;

            (iv)  any  Security  Interest  which arises as a result of or in the
                  course of legal  proceedings the enforcement or realisation of
                  which is stayed  (A) by reason of the  claims in  relation  to
                  which such Security  Interest  arises being  contested in good
                  faith or (B)  pending or during the  hearing of an appeal made
                  against the judgment or order creating the same;

            (v)   (A)   any Security  Interests  over assets  acquired after the
                        Signing Date to secure only Financial  Indebtedness used
                        to acquire such assets,  including Security Interests in
                        favour of a vendor over assets acquired by way of vendor
                        financings   permitted  under  Clause  19.26  (Financial
                        Indebtedness)  where the payment  terms exceed 180 days;
                        provided,  however, that no such Security Interest shall
                        extend to cover any property other than the assets being
                        acquired and that, in the case of vendor financings, the
                        aggregate   fair  market  value  of  such   assets,   as
                        determined  based on the  purchase  price (net of taxes)
                        set forth on the  invoice  therefor,  acquired by way of
                        all such  vendor  financings  does not  exceed  the Euro
                        Equivalent of (euro)50,000,000 at any time;

                  (B)   any rights by way of  reservation  or retention of title
                        to  secure   only   Financial   Indebtedness   or  other
                        obligations incurred to acquire goods which are acquired
                        by or  supplied to the  Borrower or any other  member of
                        the Group in the ordinary  course of its business  after
                        the  Signing  Date;  provided,  however,  that  no  such
                        Security  Interest  shall  extend to cover any  property
                        other than the goods being acquired;

                  so long as the amount of the Financial  Indebtedness  incurred
                  before,  on or after the Signing  Date which is secured by the
                  Security Interests referred to in sub-Clauses (A)


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                  and  (B)  above  would  not  cause  the  limit  on   Financial
                  Indebtedness set forth therefor in Clause 19.26(a)  (Financial
                  Indebtedness) to be breached;

            (vi)  any Security  Interest  securing any New Facility  pursuant to
                  security  documentation in form and substance  satisfactory to
                  the Agent,  acting on the  instruction of the Majority  Banks;
                  provided that:

                  (A)   such Security Interest shall effectively rank pari passu
                        with the Security  Interests  granted under the Security
                        Documents;

                  (B)   the Security  Interest  shall not extend to or cover any
                        assets not  subject to the  Security  Interests  granted
                        under the Security Documents;

                  (C)   the secured  creditors under any such New Facility shall
                        have entered into the Collateral  Sharing  Intercreditor
                        Agreement; and

                  (D)   the security  agent under any such New Facility shall be
                        satisfactory to the Agent and the Security Agent, acting
                        reasonably;

            (vii) any Security  Interest in any escrow accounts  pledged to high
                  yield bondholders and in amounts on deposit thereon;

            (viii)any Security  Interest in (a) any escrow accounts (and amounts
                  on deposit therein)  established for the purpose of supporting
                  obligations  under a QTE Lease,  so long as the aggregate fair
                  market  value of the  assets  which  are the  subject  of such
                  leases at the time such leases are entered into as  determined
                  by an independent market consultant approved by the Agent does
                  not exceed the Euro  Equivalent of  (euro)100,000,000  at such
                  time  or (b) any  single  purpose  accounts  (and  amounts  on
                  deposit therein) in the name of an Issuer or any other finance
                  subsidiary  through which  payments  within 5 Business Days of
                  high yield bond interest are made, provided that the aggregate
                  amount on  deposit  therein  shall not  exceed at any time the
                  amount of the next payment of high yield bond interest;

            (ix)  any  Security  Interests  in  favour of a vendor  over  assets
                  acquired by way of vendor  financings  where the payment terms
                  do not  exceed  180  days;  provided,  however,  that  no such
                  Security  Interest  shall extend to cover any  property  other
                  than the assets being acquired;

            (x)   any  Security  Interest  securing   indebtedness  incurred  to
                  refinance  other  indebtedness  permitted to be secured by any
                  Security  Interests  permitted under paragraphs  (b)(i) to (v)
                  above provided that the replacement Security Interest does not
                  cover any assets other than the original assets subject to the
                  original  Security  Interest and that the aggregate  principal
                  amount secured thereby is not increased; and

            (xi)  any  Security  Interest  over cash  collateral  in relation to
                  letters of credit,  guarantees or bonds which are permitted to
                  be issued under Clause 19.26(b)  (Financial  Indebtedness)  so
                  long as the aggregate  amount of such cash collateral does not
                  exceed (euro)15,000,000 at any time.

19.9  Transactions Similar to Security

      The  Borrower  shall not,  and shall  procure  that no other member of the
      Group will sell,  transfer  or  otherwise  dispose of any of its assets on
      terms  whereby it is or may be leased to or  re-acquired  or acquired by a
      member of the Group or any of its related entities in circumstances  where
      the  transaction is entered into primarily as a method of raising  finance
      or of financing the acquisition of an asset other than:


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      (a)   in  connection  with Finance  Leases  permitted in  accordance  with
            Clause 19.26(a) (Financial Indebtedness);

      (b)   in connection  with QTE Leases  permitted in accordance  with Clause
            19.26(a) (Financial Indebtedness); or

      (c)   any goods acquired in the ordinary course of the Borrower's business
            which are transferred upon acquisition back to the vendor thereof in
            relation to the financing of the  acquisition  price thereof so long
            as the amount of the Financial  Indebtedness incurred in relation to
            the  financing  of the  acquisition  would  not  cause  any limit on
            Financial   Indebtedness   contained  in  Clause  19.26   (Financial
            Indebtedness)  to be breached  and that  Financial  Indebtedness  is
            incurred after the Signing Date,

      provided  that,  in  relation  to any  Finance  Lease or QTE  Lease,  such
      security  interest  relates  solely to the  assets  which are the  subject
      matter of such lease.

19.10 Disposals

      (a)   The Borrower  shall not,  and shall  procure that no other member of
            the Group  will,  either in a single  transaction  or in a series of
            transactions  whether  related  or not and  whether  voluntarily  or
            involuntarily,  sell, transfer,  grant or lease or otherwise dispose
            of any of its assets.

      (b)   Paragraph (a) does not apply to:

            (i)   disposals  made  in the  ordinary  course  of  trading  of the
                  disposing entity;

            (ii)  disposals  of non core  assets  of the  Group on terms no less
                  favourable  to the Group  than  arm's-length  terms  where the
                  consideration is received in Cash;

            (iii) disposals of assets  which are surplus,  obsolete or redundant
                  plant and  equipment on terms no less  favourable to the Group
                  than on arm's length terms where the consideration is received
                  in Cash;

            (iv)  disposals of assets in exchange for other assets comparable or
                  superior as to type, value and quality;

            (v)   disposals  of assets to become the subject of a Finance  Lease
                  permitted   pursuant   to   Clause   19.26(a)(iv)   (Financial
                  Indebtedness) for fair value;

            (vi)  disposals  of  assets  to become  the  subject  of a QTE Lease
                  pursuant to Clause  19.26(a)(v)  (Financial  Indebtedness) for
                  fair value; or

            (vii) disposal  of  assets  on  arm's  length  terms  for  Cash  not
                  otherwise permitted pursuant to (i) to (vi) (inclusive) above,

                  (A)   the Net  Proceeds  of which,  in the case of any  single
                        transaction  or series of  related  transactions  do not
                        exceed the Euro Equivalent of (euro)500,000; and

                  (B)   the Euro  Equivalent  of the Net  Proceeds of which when
                        aggregated  with the Euro Equivalent of the Net Proceeds
                        of all other such  disposals  in any  annual  Accounting
                        Period do not exceed (euro)5,000,000.

            This provision is intended to operate notwithstanding the invalidity
            or   unenforceability  of  any  provision  of  a  Security  Document
            restricting disposals.


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19.11 Pari passu ranking

      The Borrower shall procure that its  obligations  under the Senior Finance
      Documents,  do rank and will rank at least pari  passu  (save by reason of
      and to the  extent  of  the  security  afforded  thereto  by the  Security
      Documents or any  documents  evidencing  security  under the New Facility)
      with  all its  other  present  and  future  unsecured  and  unsubordinated
      obligations, other than obligations which are mandatorily preferred by law
      applying to companies generally.

19.12 Loans and guarantees

      (a)   The Borrower  will not, and will procure that no other member of the
            Group will:

            (i)   make any loans,  provide credit, enter into any hire purchase,
                  rental,  finance  or  operating  lease as lessor or  otherwise
                  enter into  transactions  where third parties incur  Financial
                  Indebtedness in its favour; or

            (ii)  give any guarantee to or for the benefit of any person,

      other than loans or guarantees:

                  (A)   arising under the Transaction Documents;

                  (B)   between  one member of the Group and  another  member of
                        the Group so long as the  business of such member of the
                        Group  is  solely  related  to  the  Borrower's  Telecom
                        Business   where  the   requirements   of  Clause  19.32
                        (Security  and bank  accounts) in relation to the giving
                        of  guarantees  and security by the relevant  members of
                        the Group have been complied with;

                  (C)   the aggregate  Euro  Equivalent of which does not exceed
                        (euro)20,000,000 outstanding at any time;

                  (D)   arising  in  the  ordinary  course  of  business  of the
                        relevant member of the Group; or

                  (E)   loans to employees  the  aggregate  Euro  Equivalent  of
                        which does not exceed  (euro)10,000,000  outstanding  at
                        any time.

      (b)   The   Borrower   will  not,  and  will  procure  that  none  of  its
            Subsidiaries  will,  agree to change the interest rates set forth in
            any of the Onlending  Agreement  between PTC  International  Finance
            B.V. and the Borrower dated 1 July,  1997,  the Onlending  Agreement
            between  PTC  International  Finance  II S.A and  PTC  International
            Finance   (Holding)   B.V.  or  the  Onlending   Agreement   between
            International Finance (Holding) B.V. and the Borrower, each dated 23
            November, 1999 or any other onlending agreement entered into between
            any  members of the Group from time to time in  accordance  with the
            terms hereof  without the consent of the Majority  Banks,  except in
            order  to  ensure  that at the end of the  discount  or  zero-coupon
            periods,  as  applicable,  of the bonds issued  pursuant to the High
            Yield Debt  Documents,  the proceeds of which are on-lent  under the
            terms  of  the  relevant  onlending  agreement,  the  amount  of the
            proceeds (with any capitalised interest) on-lent from the respective
            issuer  to the  Borrower  is  equal  to  the  nominal  value  of the
            respective bonds.

19.13 Operating Leases

      The Borrower  will not, and will procure that no other member of the Group
      will,  after the Signing Date enter into any operating  lease as lessee of
      or in respect  of  equipment,  machinery  or plant  (other  than any motor
      vehicles)  if the  equipment,  machinery  or  plant  concerned  is of such
      importance  in the  business  of the  Group  taken  as a whole  that  such
      business would be materially and adversely affected were the

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      leases for such equipment,  machinery or plant to be terminated  early and
      the right to possession of the  equipment,  machinery or plant lost to the
      Group.

19.14 Treasury transactions

      (a)   The  Borrower  will  enter  into such  hedging  transactions  as are
            required in  accordance  with the Hedging  Policy and may enter into
            such other hedging  transactions  as are generally  envisaged by the
            spirit of the Hedging  Policy but  otherwise  it will not,  and will
            procure that none of its Subsidiaries  will, enter into any interest
            rate  swap,  cap,  ceiling,  collar or floor or any  currency  swap,
            futures,  foreign exchange or commodity  contract or option (whether
            over  the  counter  or  exchange  traded)  or any  similar  treasury
            transaction.

      (b)   The Borrower  will use all  reasonable  endeavours to agree with the
            Agent,  acting on behalf of the Majority  Banks,  an updated Hedging
            Policy on an annual basis.

      (c)   The Agent,  at the  request of the  Borrower,  shall  designate  any
            hedging transaction or documents evidencing a hedging line of credit
            with a Bank,  which is in accordance with the Hedging  Policy,  as a
            "Senior Finance  Document" with its obligations to that Bank secured
            by the Security Documents.

19.15 Receivables disposals

      The Borrower  will not, and will procure that no other member of the Group
      will, sell,  transfer or otherwise dispose of any of its receivables other
      than:

      (a)   the discounting of bills or notes in the ordinary course of trading;

      (b)   the sale of bad debts to a Subsidiary  or in the ordinary  course of
            business on arm's length terms on either a recourse or  non-recourse
            basis where the seller receives Cash on completion of the sale; or

      (c)   a discount to a subscriber in the ordinary course of business.

19.16 Acquisitions and Investments

      The Borrower  will not, and will procure that no other member of the Group
      will:

      (a)   make any Acquisition; or

      (b)   make any investment with Cash,

      other than:

            (i)   a Permitted Investment;

            (ii)  capital  expenditures in the Telecom  Business of any Obligor;
                  and

            (iii) an investment in a Subsidiary or Affiliate of the Borrower, so
                  long  as the  business  of such  Subsidiary  or  Affiliate  is
                  related to the Borrower's Telecom Business;  provided that the
                  aggregate amount of investments in Subsidiaries and Affiliates
                  that are not Obligors shall not exceed the Euro  Equivalent of
                  (euro)50,000,000 at any time.

19.17 Restricted Distributions

      Except as provided in Clause 19.18 (Permitted Distributions), the Borrower
      will not and will procure that no other member of the Group (other than by
      any member of the Group in favour of the Borrower or another member of the
      Group which is directly or indirectly wholly owned by the Borrower) will:

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      (a)   make or  resolve  to make  any  distribution,  dividend,  Restricted
            Payment  or other  payment  (in cash or in kind) on or in respect of
            any share capital,  Reserve Capital or equivalent of a member of the
            Group;

      (b)   make or resolve to make  (whether in cash,  property,  securities or
            otherwise)  any  redemption,   repurchase,  defeasance,  retirement,
            return or repayment of any of its share  capital or  equivalent of a
            member  of the  Group  (other  than by way of a  reduction  of share
            capital without any payment to shareholders);

      (c)   make or  resolve  to make any  redemption,  repurchase,  defeasance,
            repayment,  prepayment  or  payment  (in  cash  or in  kind)  of the
            principal  of, or  interest  (whether or not  capitalised)  or other
            amount   on   or  in   respect   of   Subordinated   Debt   or   any
            sub-participation  or cash collateral  arrangement in respect of any
            Subordinated Debt;

      (d)   make  or  resolve  to make  any  other  transfer  of  assets  to any
            Shareholder or other Restricted Person; or

      (e)   exercise any right of set-off in respect of any Subordinated Debt.

19.18 Permitted Distributions

      (a)   Any  member  of the Group may make or  resolve  to make a  Permitted
            Distribution  of the type  referred  to in clause  (a) or (b) of the
            definition of "Permitted  Distribution"  so long as before and after
            giving effect to such  Permitted  Distribution,  the ratio of Senior
            Debt of the Group to EBITDA  of the Group  (calculated  based on the
            financial  statements of the Borrower  most  recently  available and
            giving pro forma  effect to such  Permitted  Distribution)  shall be
            less than 3.0:1.0.

      (b)   So  long  as  no  Event  of  Default  shall  have  occurred  and  be
            continuing, the relevant Issuer, holding company of an Issuer or the
            Borrower  may make any  payment  due by it under the High Yield Debt
            Documents if:

            (i)   in the  case  of a  payment  by  the  relevant  Issuer  to the
                  relevant trustee, a Payment Blockage Notice (as defined in the
                  applicable  High Yield Debt  Documents) does not apply to that
                  payment; or

            (ii)  in the  case  of the  payment  by the  Borrower  or a  holding
                  company of an Issuer to the  relevant  Issuer,  the payment to
                  the trustee  which such payment is to fund is not subject to a
                  Payment  Blockage  Notice (as defined in the  applicable  High
                  Yield Debt Documents).

      (c)   Without  prejudice to  sub-Clause  19.18(d),  so long as no Event of
            Default shall have occurred and be  continuing,  the Borrower or any
            member of the Group may make  payments of interest in respect of any
            transaction   described  in  paragraph  (e)  of  the  definition  of
            Subordinated Debt.

      (d)   Unless a Default has  occurred and is  continuing,  the whole or any
            part of the Subordinated Debt may be repaid,  replaced,  substituted
            or refinanced by way of an equity  contribution,  Reserve Capital or
            other  Subordinated  Debt;  provided  that in the case of such other
            Subordinated Debt, the maturity date of such other Subordinated Debt
            is no earlier than 12 months after the Final Repayment Date.

19.19 Certification of Payment Amounts

      Where any  Permitted  Distribution,  other than pursuant to the High Yield
      Debt Documents, is proposed to be made pursuant to Clause 19.18 (Permitted
      Distributions) the Borrower shall, prior to making such


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      payment,  provide to the Agent not less than 10  Business  Days before the
      proposed date for the Distribution,  a certificate signed by an authorised
      signatory of the Borrower showing:

      (a)   the date and amount of such proposed Distribution;

      (b)   such  calculations in reasonable detail as are necessary to show how
            the payment  figure was arrived at and that the provisions in Clause
            19.18 (Permitted Distributions) have been complied with; and

      (c)   all calculations  required under Clause 21 (Financial  Undertakings)
            calculated   before  and  after  giving   effect  to  such  proposed
            Distribution.

19.20 Share Capital

      The Borrower will not and will procure that no member of the Group will:

      (a)   other than in the case of the  Borrower,  issue any  Excluded  Share
            Capital;

      (b)   issue any new share  capital or grant any option  over any shares to
            any person except:

            (i)   in the case of any  Subsidiary of the Borrower,  shares issued
                  to another member of the Group,  where a Security Agent or the
                  Banks  already have  security over the shares of the issuer of
                  any such new  shares in which  case the new share  capital  or
                  option may be issued or  granted  once the  relevant  Security
                  Agent or the  Agent has  confirmed  to the  Borrower  that the
                  member of the Group to whom such new  shares  are to be issued
                  has  provided  security  over such shares to a Security  Agent
                  and/or the Finance  Parties to the reasonable  satisfaction of
                  Security   Agent  and  the  Agent   have   obtained   whatever
                  certificates,  corporate authorities or opinions they may deem
                  necessary; and

            (ii)  the Borrower may issue new share capital in  consideration  of
                  cash  or a  contribution  in kind  by any  Shareholder  of any
                  Shareholder  Loan  or  any  Reserve  Capital,   provided  that
                  promptly after the issuance thereof, the Borrower shall notify
                  the Finance  Parties as to the number of shares issued and the
                  identity of the person to which such shares were issued; or

      (c)   undertake an initial  public  offering  without giving prior written
            notice to the Banks through the Agent.

19.21 Intellectual Property Rights

      The Borrower will, and will procure that each of its Subsidiaries will:

      (a)   promptly  make  such  registrations  and pay such  fees and  similar
            amounts  as are  necessary  to keep  those  registered  Intellectual
            Property Rights owned by the Group which are material to the conduct
            of the business of the Group taken as a whole from time to time;

      (b)   not infringe in carrying on its business any  Intellectual  Property
            Rights of any third  party in any way which  would  have a  Material
            Adverse Effect;

      (c)   promptly  take  such  steps  as  are   necessary  and   commercially
            reasonable (including,  without limitation, the institution of legal
            proceedings) to prevent third parties  infringing those Intellectual
            Property  Rights  referred to in  paragraph  (a) above and  (without
            prejudice  to  paragraph  (a) above)  take such  other  steps as are
            reasonably  practicable  to maintain and  preserve its  interests in
            those rights;

      (d)   promptly  upon  being  required  to do so by the Agent or a Security
            Agent,  comply  with  all  proper  instructions  of the  Agent  or a
            Security Agent which the Agent or a Security Agent is


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            entitled  to give  under the  Security  Documents  in respect of its
            Intellectual Property Rights referred to in paragraph (a) above;

      (e)   not  sell,  transfer,  lease,  licence  on  an  exclusive  basis  or
            otherwise  dispose of all or any part of its  interest in any of the
            Intellectual  Property  Rights  referred to in  paragraph  (a) above
            (whether  in a single  transaction  or in a series  of  transactions
            whether  related or not and whether  voluntarily  or  involuntarily)
            save:

            (i)   as effected pursuant to any of the Security Documents; or

            (ii)  for any  licence  arrangements  in  respect  of  those  rights
                  entered  into  with  members  of the Group for so long as they
                  remain members of the Group; or

            (iii) for any  licence  arrangements  in  respect  of  those  rights
                  entered  into  with  any  third  party,  where  those  licence
                  arrangements are entered into on arms' length terms and in the
                  ordinary  course of business and which do not  materially  and
                  adversely  affect the  interests of the Banks under the Senior
                  Finance Documents; and

      (f)   not  permit any  registration  of any of the  Intellectual  Property
            Rights referred to in paragraph (a) above to be abandoned, cancelled
            or to lapse or to be liable to any claim of abandonment  for non-use
            or otherwise.

19.22 Environmental Matters

      The  Borrower  will and will  procure  that each other member of the Group
      will:

      (a)   (i) obtain all  requisite  Environmental  Licences  required for the
            carrying on of its business as currently conducted, (ii) comply with
            the  terms  and  conditions  of  all  such  Environmental   Licences
            applicable  to  it  and  (iii)  comply  with  all  other  applicable
            Environmental Laws, in each case where failure to do so would have a
            Material Adverse Effect;

      (b)   promptly upon receipt of the same, notify the Agent and the Security
            Agent of any Environmental  Claim pending or threatened  against any
            member of the Group  which if  decided  against  that  member of the
            Group would be reasonably likely to have a Material Adverse Effect;

      (c)   not use,  dispose of, generate,  store,  transport,  dump,  release,
            deposit, bury or emit at, on, from or under any premises (whether or
            not owned, leased, occupied or controlled by any member of the Group
            and  including any offsite  waste  management  or disposal  location
            utilised  by any  member of the Group) any  Dangerous  Substance  in
            circumstances  where this would be reasonably  likely to result in a
            liability  on any  member of the Group  which  would have a Material
            Adverse Effect.

      The Borrower  shall supply to the Agent in  sufficient  copies for all the
      Banks,  if the Agent so  requests,  within  60 days  after the end of each
      annual Accounting  Period, a report, in form and scope satisfactory to the
      Agent, on  environmental,  health and safety issues arising in relation to
      the Borrower or its Telecom Business during such annual Accounting Period,
      including   compliance  by  the  Borrower  with  Environmental  Laws,  any
      violations thereof and fines and remedial action relating thereto,  public
      complaints and environmental emergencies.

19.23 Insurance

      The Borrower shall,  and shall procure that each other member of the Group
      will maintain insurance with financially sound and reputable insurers with
      respect to its assets of an  insurable  nature  against  such risks and in
      such amounts as are normally maintained by persons carrying on the same or
      a similar  class of business  and will  provide the Agent  details of such
      insurances,  promptly after each renewal and such other times as the Agent
      may reasonably request.


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19.24 Change of Business

      The  Borrower  and the Group  shall  conduct at all times only the Telecom
      Business.

19.25 Mergers

      The Borrower  will not, and will procure that no other member of the Group
      will, enter into any merger, amalgamation, reconstruction or consolidation
      with any other person or business other than:

      (a)   a conversion  by the  Borrower  into a joint stock  company  (Spolka
            Akcyjna);

      (b)   a merger  where  the  Borrower  or the  relevant  Subsidiary  is the
            surviving legal entity; or

      (c)   a merger where the Borrower or the  relevant  Subsidiary  is not the
            surviving legal entity but the surviving legal entity of such merger
            assumes the obligations of the Borrower or the relevant Subsidiary,

      in each case where the Majority Banks are satisfied,  in their  reasonable
      opinion,  that (i) the net assets of the  Borrower  or its  Subsidiary  or
      their  successor  (as the  case  may be) are no  less  than  those  of the
      Borrower or its  Subsidiary  immediately  prior to the merger and (ii) the
      most recent  Business Plan  (updated to reflect the merger or  conversion)
      demonstrates  that the resulting entity will be able to comply with all of
      the  obligations  of the  Borrower or the  relevant  Subsidiary  under the
      Senior  Finance  Documents  to at least the same extent as the Borrower or
      the relevant Subsidiary would have been able to do.

19.26 Financial Indebtedness

      (a)   The Borrower  will not, and will procure that no member of the Group
            will,  incur or permit to subsist any Financial  Indebtedness  other
            than:

            (i)   indebtedness under the Senior Finance Documents;

            (ii)  any existing  Financial  Indebtedness  set forth in Schedule K
                  and any refinancing of any such Financial  Indebtedness marked
                  by an  asterisk in Schedule  K;  provided  that the  principal
                  amount of such  refinancing  Financial  Indebtedness  does not
                  exceed the principal  amount being  refinanced and the obligor
                  of the new  Financial  Indebtedness  remains  the  same as the
                  obligor of the refinanced Financial Indebtedness;

            (iii) Financial Indebtedness incurred in accordance with the Hedging
                  Policy and pursuant to any (a) Hedging  Agreement in effect as
                  of the date hereof and set forth in  Schedule  L,  intended to
                  hedge  against   interest   rate  or  foreign   exchange  rate
                  fluctuations,  (b) Hedging Agreement intended to hedge against
                  interest rate or foreign exchange rate  fluctuations  relating
                  to  any  Financial   Indebtedness  under  the  Senior  Finance
                  Documents,  (c) Hedging  Agreement  intended to hedge  against
                  interest rate or foreign exchange rate  fluctuations  relating
                  to any  interest  amounts  payable  under any High  Yield Debt
                  Documents and (d) Hedging Agreement  intended to hedge against
                  any  foreign  exchange  rate  fluctuations   relating  to  the
                  principal  outstanding  under any High Yield  Debt  Documents;
                  provided  that any such  Hedging  Agreement as is described in
                  this  sub-clause  (d) is  unsecured  and  subordinated  to the
                  Financial Indebtedness under the Senior Finance Documents;

            (iv)  Financial  Indebtedness  consisting of vendor financings where
                  the  payment  terms  exceed 180 days so long as the  aggregate
                  amount outstanding  thereunder does not at any time exceed the
                  Euro Equivalent of (euro)50,000,000;

            (v)   during the UMTS Pre-Approval Period:


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                  (A)   (x)   Subordinated  Debt (other than Shareholder  Loans)
                              of an Obligor  (and any  Subordinated  Debt of the
                              Borrower  incurred  from  the  onlending  of  such
                              Subordinated Debt of the Obligor) so long as after
                              giving pro forma effect thereto, the Borrower will
                              be in compliance with its  undertakings  contained
                              in Clause 21 (Financial Undertakings); and

                        (y)   Financial  Indebtedness  incurred  pursuant to any
                              New  Facility;  provided  that  before  and  after
                              giving  effect  to  the  incurrence  of  such  New
                              Facility,  no Default  shall have  occurred and be
                              continuing;

                  in either  case for the  purpose of funding  the UMTS  Licence
                  Initial Instalments provided that:

                              (aa)  the maximum  aggregate  principal  amount of
                                    the  Financial  Indebtedness  referred to in
                                    (x) and (y) above  shall  not,  at any time,
                                    exceed   (euro)100,000,000   (or  the   Euro
                                    Equivalent  thereof,  if incurred in another
                                    currency); and

                              (bb)  immediately following the application of any
                                    such  Financial  Indebtedness  in payment of
                                    any  UMTS  Licence  Initial  Instalment  the
                                    aggregate  principal amount of all Financial
                                    Indebtedness  (other than Shareholder Loans)
                                    incurred  (whether  hereunder or  otherwise)
                                    for  the  purpose  of  financing  such  UMTS
                                    Licence Initial  Instalment and all previous
                                    UMTS Licence Initial  Instalments  shall not
                                    exceed an  amount  equal to the lower of (i)
                                    (euro)250,000,000    (or   Euro   Equivalent
                                    thereof,  if incurred  in another  currency)
                                    and (ii) 2/3 of the Euro  Equivalent  of the
                                    aggregate   amount  of  such  UMTS   Licence
                                    Initial  Instalment  and all  previous  UMTS
                                    Licence Initial Instalments;

                  (B)   Subordinated   Debt  of  an  Obligor  so  long  as  such
                        Subordinated  Debt  is  zero-coupon  or the  payment  of
                        interest on such  Subordinated Debt is secured with cash
                        on deposit in an escrow  account  and the period  during
                        which  such  Subordinated  Debt  is zero  coupon  or the
                        interest  thereon is escrowed  extends  beyond the Final
                        Repayment  Date and so long as the proceeds  thereof are
                        used for  general  corporate  purposes  other  than UMTS
                        Expenditures;

                  (C)   Financial  Indebtedness  of  an  Obligor  consisting  of
                        Shareholder Loans, the proceeds of which are used (i) to
                        purchase the UMTS Licence or (ii) for general  corporate
                        purposes other than UMTS Expenditures;

            (vi)  during the UMTS Approved Period:

                  (A)   Subordinated  Debt of an Obligor  (and any  Subordinated
                        Debt of the Borrower incurred from the onlending of such
                        Subordinated  Debt of the  Obligor)  so  long  as  after
                        giving pro forma effect thereto, the Borrower will be in
                        compliance with its undertakings  contained in Clause 21
                        (Financial Undertakings);

                  (B)   Financial Indebtedness consisting of:


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                        (x)   Financial  Indebtedness  incurred  pursuant to any
                              New  Facility;  provided  that  before  and  after
                              giving  effect  to  the  incurrence  of  such  New
                              Facility,  no Default  shall have  occurred and be
                              continuing;

                        (y)   Financial   Indebtedness   or  other   obligations
                              incurred  pursuant  to QTE  Leases  (and  (without
                              double-counting)  any  letter of credit  issued in
                              connection  therewith) in an aggregate  amount not
                              exceeding the Euro Equivalent of (euro)100,000,000
                              and Finance Leases;

                  provided that the aggregate  principal amount outstanding (or,
                  in the case of QTE Leases and letters of credit referred to in
                  sub-Clause  (y) above,  upon  defeasance  in accordance to the
                  terms  thereof,  the  residual  amount  thereof)  of all  such
                  Financial   Indebtedness  or  other  obligations  incurred  in
                  accordance with this  sub-Clause (B) and any amounts  incurred
                  pursuant  to  sub-Clause   (v)(A)(y)  above  during  the  UMTS
                  Pre-Approval   Period  does  not,  at  any  time,  exceed  the
                  Additional Debt Amount;

            (vii) during the UMTS Prepayment Period:

                  (A)   Subordinated  Debt of an Obligor  (and any  Subordinated
                        Debt of the Borrower incurred from the onlending of such
                        Subordinated  Debt of the  Obligor)  so  long  as  after
                        giving pro forma effect thereto, the Borrower will be in
                        compliance with its undertakings  contained in Clause 21
                        (Financial Undertakings);

                  (B)   Financial  Indebtedness  consisting of vendor financings
                        where the payment  terms exceed 180 days, so long as the
                        aggregate amount outstanding  thereunder does not at any
                        time exceed the Euro Equivalent of (euro)75,000,000;

            (viii) during the UMTS Exclusion Period;

                  (A)   Subordinated   Debt   of  an   Obligor   consisting   of
                        Shareholder Loans; and

                  (B)   Subordinated  Debt (other than Shareholder  Loans) of an
                        Obligor  (and  any  Subordinated  Debt  of the  Borrower
                        incurred from the onlending of such Subordinated Debt of
                        the  Obligor)  so  long  as  such  Subordinated  Debt is
                        zero-coupon   or  the   payment  of   interest  on  such
                        Subordinated  Debt is secured with cash on deposit in an
                        escrow   account  and  the  period   during  which  such
                        Subordinated Debt is zero-coupon or the interest thereon
                        is escrowed  extends beyond the Final Repayment Date and
                        so long as the  proceeds  thereof  are used for  general
                        corporate purposes other than UMTS Expenditures; and

            (ix)  Indebtedness under the Main Facility Senior Finance Documents,
                  so  long  as  the  aggregate   principal  amount   outstanding
                  thereunder   does   not   exceed   the  Euro   Equivalent   of
                  (euro)550,000,000.

      (b)   The  Borrower   may  not,  and  shall   procure  that  none  of  its
            Subsidiaries  will,  incur or permit to subsist any  indebtedness by
            the issue of any letters of credit,  bank guarantees,  bonds for the
            performance  of bids,  tenders or contracts  or similar  instruments
            other than:

            (i)   letters  of  credit,  bank  guarantees,  performance  bonds or
                  similar   instruments  with  tenors  not  exceeding  one  year
                  incurred  by a member of the Group in the  ordinary  course of
                  its business or issued in support of  Financial  Indebtedness,
                  the  aggregate  principal  amount of which does not exceed the
                  Euro Equivalent of (euro)15,000,000; or


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            (ii)  letters of credit,  bonds or guarantees in connection with the
                  leasehold  interests  of the  Borrower  in  property  which is
                  required for the  Borrower's  business where the amount of the
                  letters  of  credit,  bonds or  guarantees  does not  exceed 6
                  months rent for the leasehold interest in respect of which the
                  letter of credit, bond or guarantee is issued.

      (c)   Notwithstanding the foregoing,  any Financial Indebtedness,  letters
            of credit, bank guarantees, performance bonds or similar instruments
            incurred  during a  period  in which  it was  permitted  under  this
            Agreement  to be  incurred  shall be deemed to be  permitted  in any
            subsequent  period if it would not otherwise  have been permitted to
            be incurred under this Agreement during such subsequent period.

19.27 Arm's-length Terms

      The Borrower  will not, and will procure that no other member of the Group
      will,  incur any  liability  to or for the  benefit  of, or enter into any
      arrangement  with  any  Restricted  Person  (other  than  in  relation  to
      Subordinated  Debt) or  other  person  owned  in whole or in part,  either
      directly or indirectly, by a Shareholder or which are on terms no worse to
      the Group than on an arm's length basis in the ordinary course of business
      and, in respect of agreements  entered into after the Signing Date,  where
      there have been bona fide negotiations relating to such terms.

19.28 Compliance with Laws

      The Borrower  will, and will procure that each of its  Subsidiaries  will,
      comply  in  all  respects  with  all  applicable   material  laws,  rules,
      regulations and orders of any governmental authority,  having jurisdiction
      over it or any of its assets the  failure  to comply  with which  would be
      reasonably likely to have a Material Adverse Effect.

19.29 Auditors

      The Borrower will instruct the Auditors to discuss the Group's  and/or any
      Group member's financial position with the Agent on request from the Agent
      at the expense of the Borrower  (following  consultation with the Borrower
      and not more than once in each annual  Accounting  Period) up to an amount
      in each case,  of  US$1,500  except  that such limit  shall not apply if a
      Default subsists and has not been waived.  The Agent will inform the Banks
      of the results of any such discussions.

19.30 The Pledge Law

      (a)   The Borrower shall procure that the Security  Documents  referred to
            in Schedule D are duly  authorised  and executed  (unless  otherwise
            specified in Schedule E), and the  security is  registered  promptly
            (unless otherwise  specified in Schedule E) with the requisite court
            to the  extent  required  by the Pledge Law and all fees are paid in
            connection  with  such   registration  at  the  time  of  or  before
            registration;  provided,  however  that the  Asset  Pledge  shall be
            executed by the Borrower and be held in escrow by the Security Agent
            until the date of  deregistration of the Polish asset pledge made by
            the  Borrower in favor of Citibank  International  plc and  Citibank
            (Poland) S.A. (the "Citibank Pledge").

      (b)   The Borrower  shall  procure that  appropriate  application  for the
            registration of the documents referred to in paragraph (a) above are
            lodged promptly after the deregistration of the Citibank Pledge.

      (c)   The Borrower shall procure that all pledges of collateral  under the
            facility  agreement dated 17th December,  1997 between the Borrower,
            the  arrangers  named  therein,  the banks named  therein,  Citibank
            International  plc as Facility A Agent and Security Agent,  Citibank
            (Poland)  S.A. as Facility B Agent and  Security  Agent and Citibank
            N.A. as  Co-ordinator  shall be deleted from the register of pledges
            maintained by the Warsaw court promptly after the Signing Date.


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      (d)   The Borrower  shall execute a notarial deed in favour of the Finance
            Parties under which it will submit to execution  with respect to the
            obligation  to repay the  Advances  pursuant to Art. 777 Sec. 1.5 of
            the Polish Code of Civil Procedure, and a notarial deed in favour of
            the Security  Agent with respect to the  obligation to surrender the
            Borrower's movables pursuant to Art. 777 Sec. 1.4 of the Polish Code
            of Civil  Procedure  not later  than the  Business  Day  immediately
            following the Signing Date.

      (e)   The  Borrower  shall (i)  execute a  notarial  deed in favour of the
            Security  Agent with  respect to the  obligation  to  surrender  the
            Borrower's  movables  pursuant to Art. 777 1.4 of the Polish Code of
            Civil  Procedure  not later than five  Business  Days  following the
            execution of the Amendment Agreement No. 1 to the Asset Pledge dated
            24th September,  2001, and (ii) shall procure that the authorization
            of the  Shareholders  to enter into such  notarial  deed is obtained
            within two months of the execution of such notarial deed.

      (f)   The Borrower  shall  procure that a resolution  of the  Shareholders
            authorising the execution of a deed of voluntary submission pursuant
            to Art. 777 Sec. 1.5 of the Polish Code of Civil  Procedure up to an
            amount of  (euro)300,000,000  is  obtained  within two months of the
            execution of such notarial deed.

      (g)   The Borrower  shall  procure that a resolution  of the  Shareholders
            authorizing the execution of Amendment  Agreement No. 1 to the Asset
            Pledge dated 24th September,  2001 and amending prior resolutions of
            the  Shareholders  numbered 3/2001,  4/2001,  and 5/2001 is obtained
            within two months of the execution of such  Amendment  Agreement No.
            1.

19.31 Principal Members of the Group

      The Borrower will procure that all  Principal  Members of the Group become
      Guarantors  and grant  security over their assets in  accordance  with the
      terms of this Agreement.

19.32 Security and Bank Accounts

      (a)   The Borrower will procure that where the Borrower or another  member
            of the Group  creates or  acquires a  Subsidiary  after the  Signing
            Date:

            (i)   the Holding Company of that  Subsidiary  gives to the Security
                  Agent security over all of the shares in the Subsidiary; and

            (ii)  that  Subsidiary,  if it constitutes a Principal Member of the
                  Group, gives a guarantee of all amounts  outstanding under the
                  Senior Finance Documents;

            in each case, in such form as the Agent may  reasonably  require and
            any person who  provides  the  security or  guarantees  provides the
            Security  Agent  with  such  corporate  authorities,   certificates,
            evidence of  registrations  and opinions as the  Security  Agent may
            require in each case simultaneously with the creation or acquisition
            of the Subsidiary.

      (b)   The Borrower will,  upon the  acquisition of any material  assets or
            property not yet subject to the Security Documents, give security to
            the Security  Agent,  to the extent it is legally able to, over such
            assets or  property,  and will  procure  that each  Subsidiary  that
            constitutes  a  Principal  Member of the Group give  security to the
            Security  Agent,  to the extent it is legally  able to,  over all or
            substantially  all of its assets,  in each case on such terms and in
            such form as the Agent may reasonably require (subject,  however, to
            any  exceptions  contained in the  Security  Documents in the agreed
            form on the  Signing  Date) and will  procure  that any  person  who
            provides  the  security   provides  the  Security  Agent  with  such
            corporate authorities,  certificates,  evidence of registrations and
            opinions as the  Security  Agent may require as soon as  practicable
            after the  acquisition  of such  assets or  property or after it has
            become aware that the  Subsidiary  has become a Principal  Member of
            the Group, as the case may be.


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      (c)   The  Borrower  will use all  reasonable  endeavours  to  assist  the
            Finance Parties in any enforcement proceedings in the event that the
            security created, if any, over any of the Shares is enforced.

      (d)   The  Borrower  will  procure  that each  member  of the  Group  will
            maintain all its bank accounts:

            (i)   in the case of any account other than the  collection  account
                  for subscriber  receivables,  with a Bank or any bank or other
                  financial  institution in London, Poland or Amsterdam with (or
                  the Holding  Company of which has) a long-term  debt rating of
                  at least (a) "BBB-"  from S&P and "Baa3"  from  Moody's in any
                  amount  or (b) "BB"  from S&P and "Ba"  from  Moody's  in such
                  amounts as agreed between the Agent and the Borrower from time
                  to time, or

            (ii)  in  the  case  of  the   collection   account  for  subscriber
                  receivables, a Bank or any bank or other financial institution
                  in Poland,  with a long-term  debt rating of at least (a) "BBB
                  -" from S&P and "Baa3" from  Moody's in any amount or (b) "BB"
                  from S&P and "Ba"  from  Moody's  in such  amounts  as  agreed
                  between the Agent and the Borrower,

            and the Agent is reasonably  satisfied that there are first priority
            Security  Interests  created  by the  Security  Documents  over such
            accounts (other than over those accounts subject to the Bank Account
            Side Letter) and such bank has agreed to waive its rights of set off
            over such account.

19.33 UMTS Licence

      (a)   The Borrower  shall not borrow,  and shall not permit any members of
            the  Group  to  borrow,  more,  in  the  aggregate,  than  the  Euro
            Equivalent of the lesser of (euro)250,000,000 and 662/3 per cent. of
            the UMTS Licence  Initial  Instalments by way of  Subordinated  Debt
            (other  than  Shareholder  Loans) and Senior Debt for the purpose of
            funding UMTS Licence  Initial  Instalments.  The Borrower  shall not
            make, or permit any member of the Group to make, any payments (other
            than those described in the previous  sentence)  related to the UMTS
            Licence  Initial   Instalments  unless  such  UMTS  Licence  Initial
            Instalments  are  funded by the  Shareholders  pursuant  to  capital
            contributions or Shareholder Loans.

      (b)   (i) During  the UMTS  Pre-Approval  Period and (ii)  during the UMTS
            Exclusion  Period,  the  Borrower  shall  furnish  to the  Agent  in
            sufficient  copies for each of the Banks a certificate on each March
            31, June 30,  September 30 and December 31 occurring during the UMTS
            Pre-approval  Period and on the date  falling  three months from the
            date of the first day of the UMTS  Exclusion  Period and every three
            months thereafter, setting forth all amounts spent on purchasing the
            UMTS Licence and UMTS  Expenditures  of the Group and the equivalent
            amount in capital  contributions  or Shareholder  Loans to the Group
            and  demonstrating   compliance  with  Clause  19.26(a)   (Financial
            Indebtedness).

19.34 UMTS Expenditure

      The Borrower  will not, and will procure that no other member of the Group
      will, incur any UMTS Expenditure during (a) the UMTS Pre-Approval  Period,
      other than for an amount of up to the Euro  Equivalent of (euro)25,000,000
      in  aggregate  and  (b)  the  UMTS  Exclusion  Period,  unless  such  UMTS
      Expenditures  are funded  through  capital  contributions  or  Shareholder
      Loans.

20.   SYSTEM UNDERTAKINGS

20.1  Network

      The  Borrower  will  procure  that the Network is  designed,  constructed,
      completed,  operated and run in a safe, efficient and business-like manner
      in accordance with:


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      (a)   the requirements of each Licence;

      (b)   requirements relating thereto in any Material Contract;

      (c)   all applicable Polish laws and regulations; and

      (d)   reasonable and prudent industry standards applicable in Poland,

      which,  in the case of paragraphs  (b) and (c) above,  are material to the
      Network or which, if a member of the Group does not so design,  construct,
      complete, operate or run, may have a Material Adverse Effect.

20.2  Material Contracts

      (a)   Subject to paragraph (b) below,  the Borrower  will,  and will cause
            each of its  Subsidiaries  to,  comply  with all of its  obligations
            under the Material Contracts to which it is a party where failure so
            to comply is reasonably likely to have a Material Adverse Effect.

      (b)   (i)   Save in the circumstances  identified in paragraph (ii) below,
                  the  Borrower  will  not,  and  will  not  permit  any  of its
                  Subsidiaries  to,  give  any  consent  under or agree to waive
                  amend or terminate any Material Contract where to do so in the
                  case of a waiver or amendment is  reasonably  likely to have a
                  Material Adverse Effect.

            (ii)  For the avoidance of doubt,  the  provisions of  sub-paragraph
                  (i)  above and  paragraph  (c) below  shall not  prohibit  the
                  Borrower  from   terminating,   or   permitting   any  of  its
                  Subsidiaries to terminate, any Material Contract provided that
                  such  Material   Contract  is  replaced  by  an  agreement  on
                  substantially the same or better terms.

      (c)   The  Borrower  will,  and will  cause each of its  Subsidiaries  to,
            maintain  and in  good  faith  enforce  in a  manner  it  reasonably
            considers appropriate its rights under the Material Contracts and on
            applicable  terms,  regulations  and  authorisations  to the  extent
            necessary in order to ensure:

            (i)   its compliance with its  obligations  under the Senior Finance
                  Documents; and

            (ii)  if material to the interests of the Finance  Parties under the
                  Senior Finance Documents, the performance by the other parties
                  thereto of their obligations under the Material Contracts.

      (d)   The Borrower will, and will cause its  Subsidiaries  to, perform its
            obligations  under  all  material  leases,  permissions,   consents,
            approvals,  licences,  easements, rights of way and any other rights
            if failing to do so is reasonably  likely to have a Material Adverse
            Effect.

      (e)   The Borrower will promptly provide the Agent for distribution to the
            Banks  at  intervals  of no more  than 3  months'  duration,  notice
            (together with such details as the Agent may reasonably  request) of
            any  interconnection  agreements  or  Licences  entered  into by any
            member of the Group since the date of this  Agreement,  or if later,
            the date on which the Borrower last provided notice pursuant to this
            Clause 20.2(e).

      (f)   If  the  Agent  notifies  the  Borrower  that  as a  result  of  the
            enforcement of the security created over the Borrower's business and
            assets pursuant to the terms of this Agreement all or  substantially
            all of the business or assets of the Borrower are to be  transferred
            to another company, the Borrower will use all reasonable  endeavours
            to ensure that the Material Contracts and any other rights necessary
            for the operation and  maintenance of the Network are transferred to
            such other company.


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20.3  Operations

      The  Borrower  will  procure  that  it has at all  times  available  to it
      operating and  maintenance  personnel  trained to operate and maintain the
      Network  properly  and  efficiently  within  all  manufacturers'  material
      guidelines and specifications and to respond to emergency conditions.

20.4  Maintenance and Reinstatement

      The Borrower will keep and use all  reasonable  endeavours to keep or will
      procure that the Network and, without limitation,  all assets forming part
      of the Network are kept in good and efficient operating condition and that
      material defects, imperfections and other faults are promptly remedied and
      made  good  and  that  repairs,  renewals,  replacements,   additions  and
      improvements thereto required to such end are promptly made.

20.5  Power to Remedy

      (a)   In case of default by the  Borrower  in  complying  with Clause 20.4
            (Maintenance and reinstatement),  the Borrower will permit the Agent
            or its agents and  contractors to enter  facilities  relating to the
            Network  and to comply  with or object to any  notice  served on the
            Borrower in respect of the  Network  and to effect  such  repairs or
            insurance  or  generally  do such things or pay all  reasonable  and
            properly  incurred  costs,  charges and  expenses as are  reasonably
            necessary  to  prevent  or remedy  any  breach of that  Clause or to
            comply with or object to any notice.

      (b)   The Borrower will indemnify and keep the Agent  indemnified  against
            all  losses,  costs,  charges  and  expenses  properly  incurred  in
            connection with the exercise of the powers  contained in this Clause
            20.5 unless the same arises as a result of any gross  negligence  or
            wilful  misconduct  on the  part  of  the  Agent  or  its  officers,
            employees, directors, agents or contractors.

21.   FINANCIAL UNDERTAKINGS

21.1  Senior Debt to EBITDA

      The Borrower will procure that the amount of Senior Debt of the Group will
      not at any time  during  the  period  from each  date (the  "Determination
      Date")  which  falls two  Business  Days after the date on which the Agent
      receives the Accounts in respect of a quarterly Accounting Period referred
      to in the table  below up to but  excluding  the next  Determination  Date
      exceed  the amount of EBITDA of the Group for the Ratio  Period  ending on
      the last day of each quarterly  Accounting Period referred to in the table
      below multiplied by the multiplier set opposite such quarterly  Accounting
      Period in the table below:

                  Accounting Period                    Multiplier

      Each quarterly  Accounting  Period ending on         4.0
      or after the 31st December,  2000 but before
      31st December, 2003

      Each quarterly  Accounting  Period ending on         3.5
      or after 31st December, 2003 but before 31st
      December, 2004

      Each quarterly  Accounting  Period ending on         3.0
      or after 31st December, 2004 and thereafter


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21.2  EBITDA to Interest Expense on Senior Debt

      The Borrower will procure that the ratio of EBITDA to Interest  Expense on
      Senior Debt, in each case of the Group on a consolidated  basis,  for each
      Ratio Period ending:

      (a)   on or after 31st December,  2000 but before 31st December, 2002 will
            not be less than 2.5:1; and

      (b)   on or after 31st December, 2002 will not be less than 3.0:1.

21.3  EBITDA to Interest Expense on Total Debt

      The Borrower will procure that the ratio of EBITDA to Interest  Expense on
      Total Debt, in each case of the Group on a  consolidated  basis,  for each
      Ratio Period ending:

      (a)   on or after 31st December,  2000 but before 31st December, 2001 will
            not be less than 1.50:1; and

      (b)   on or after 31st December,  2001 but before 31st December, 2002 will
            not be less than 1.75:1; and

      (c)   on or after 31st December,  2002 but before 31st December, 2003 will
            not be less than 2.00:1; and

      (d)   on or after 31st December, 2003 but on or before 31st December, 2004
            will not be less than 2.25:1; and

      (e)   on or after 31st December, 2004 will not be less than 2.50:1.

21.4  Calculation

      (a)   All  the  terms  used  in  this  Clause  21  are  to  be  calculated
            substantially in accordance with the Accounting Principles and where
            applicable on the basis of information  supplied  pursuant to Clause
            19.2 (Financial information and Business Plan).

      (b)   Any amount outstanding in a currency other than Zloty is to be taken
            into account at its Zloty Equivalent  calculated on the basis of the
            National  Bank of  Poland's  fixing rate  applicable  on the day the
            relevant amount falls to be calculated.

22.   DEFAULT

22.1  Events of Default

      Each of the events set out in Clause 22.2 (Non-payment) to 22.20 (Material
      adverse  change)  is an Event of  Default  (whether  or not  caused by any
      reason outside the control of the Borrower or of any other person).

22.2  Non-Payment

      The Borrower  does not pay on the due date any amount  payable by it under
      any Senior Finance  Document at the place and in the funds expressed to be
      payable,  except  for any such  amount  which is unpaid  due to  technical
      delays in the  transmission  of funds  which are beyond the control of the
      Borrower and which is paid in full within three  Business  Days of the due
      date for payment.


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22.3  Breach of Obligations

      (a)   There is any breach of the provisions of Clauses 19.4  (Notification
            of Default),  19.8 (Negative Pledge),  19.9 (Transactions similar to
            security),  19.33 (UMTS  Licence),  19.34 (UMTS  Expenditure)  or 21
            (Financial undertakings).

      (b)   There is any breach of the provisions of Clauses 19.10  (Disposals),
            19.11 (Pari passu ranking),  19.16  (Acquisitions  and investments),
            19.17  (Restricted  distributions),  19.20  (Share  capital),  19.24
            (Change   of   business),    19.25   (Mergers),   19.26   (Financial
            Indebtedness)  or 19.30 (The  Pledge Law) and either (i) such breach
            is  unremedied  for 14 days after the  earlier  of (A) the  Borrower
            becoming  aware of such  breach and (B)  receipt by the  Borrower of
            written notice from the Agent  requiring the failure to be remedied,
            or (ii) the Majority Banks (acting  reasonably)  notify the Borrower
            that in their  opinion  such  breach  cannot or is not  likely to be
            remedied within 14 days from the date of such notice.

      (c)   Any  Obligor  or any  Shareholder  fails to  comply  with any  other
            provision  of any Senior  Finance  Document  and, if such default is
            capable  of remedy  within  such  period,  within 30 days  after the
            earlier of the Obligor or Shareholder becoming aware of such default
            and receipt by the Obligor or  Shareholders  and (if  different) the
            Borrower of written  notice from the Agent  requiring the failure to
            be  remedied,  that  Obligor  or  Shareholders  fails  to cure  such
            default.

22.4  Misrepresentation/Breach of Warranty

      Any  representation,  warranty  or  statement  made  or  repeated  by  the
      Borrower,  any  Obligor or any other  party to a Senior  Finance  Document
      (other than a Finance  Party),  in any Senior  Finance  Document or in any
      certificate or statement  delivered by or on behalf of any Obligor,  other
      member of the Group or other  party to a Senior  Finance  Document  (other
      than a Finance Party), under any Senior Finance Document,  is incorrect in
      any respect  which is material  when made or deemed to be made or repeated
      by reference to the facts and circumstances then subsisting.

22.5  Cross-default

      (a)   Any amount in respect of Financial  Indebtedness  of a member of the
            Group is not paid when due; or

      (b)   an event of default howsoever described (or any event which with the
            giving of notice,  lapse of time or any combination of the foregoing
            would constitute such an event of default) occurs under any document
            relating to Financial Indebtedness of a member of the Group; or

      (c)   any  Financial  Indebtedness  of  a  member  of  the  Group  becomes
            prematurely due and payable or is placed on demand as a result of an
            event of default  (howsoever  described) under the document relating
            to that Financial Indebtedness; or

      (d)   any commitment for, or underwriting  of, any Financial  Indebtedness
            of a member of the Group is cancelled or suspended as a result of an
            event of default  (howsoever  described) under the document relating
            to that Financial Indebtedness; or

      (e)   any Security Interest securing Financial Indebtedness over any asset
            of a member of the Group becomes enforceable,

      and the  aggregate  of all such  Financial  Indebtedness  as  described in
      paragraphs  (a) to (e) above of all members of the Group  exceeds the Euro
      Equivalent of  (euro)10,000,000.

22.6  Invalidity

      (a)   Any of the Senior Finance  Documents  ceases to be in full force and
            effect  or  ceases  to  constitute  the  legal,  valid  and  binding
            obligation of any Obligor or other party to it (other than


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            a Finance Party) enforceable in accordance with its terms subject to
            applicable  insolvency  and other laws affecting  creditors'  rights
            generally.

      (b)   Any Security Document fails,  after the first Utilisation (or in the
            case of those  Security  Documents  listed at subclauses  (i), (ii),
            (iii) and (iv) of  paragraph  25 of  Schedule E, after the date such
            Security  Documents  are  required to be  delivered  to the Security
            Agent in accordance  with the terms of the Senior Finance  Documents
            (including,  without limitation, to the extent required by the terms
            of the Senior Finance  Documents,  Registered Share Pledges pledging
            at least 51% of the  Shares in favour  of the  Security  Agent),  to
            provide  first  priority  security in favour of the  Security  Agent
            and/or the Banks over the assets over which  security is intended to
            be given by that  Security  Document  other  than  where (i) such an
            event can be remedied,  (ii) the Borrower is diligently taking steps
            to remedy  such event and (iii) such event is  remedied  in a manner
            reasonably  acceptable  to the  Majority  Banks within 30 days after
            notice  from the Agent to the  Borrower  requiring  such event to be
            remedied.

      (c)   It shall be unlawful  for any Obligor or any other party (other than
            a Finance Party) to perform any of its obligations  under any of the
            Senior  Finance  Documents  which  if  not  performed  would  in the
            reasonable  opinion of the Majority  Banks be materially  adverse to
            the Banks.

22.7  Insolvency

      (a)   A Principal Member of the Group is declared  insolvent by a court of
            competent jurisdiction,  is unable to pay its debts as they fall due
            or admits inability to pay its debts as they fall due; or

      (b)   a Principal  Member of the Group suspends  making payments on all or
            any  class of its debts or  announces  an  intention  to do so, or a
            moratorium is declared in respect of any of its indebtedness; or

      (c)   a   Principal   Member  of  the  Group,   by  reason  of   financial
            difficulties,  begins negotiations with one or more of its creditors
            with  a view  to  the  readjustment  or  rescheduling  of any of its
            indebtedness.

22.8  Insolvency proceedings

      (a)   Any  formal  proposal  by a  Principal  Member  of the  Group to its
            creditors or a petition is made or resolution  passed with a view to
            a  composition,  general  assignment  of all assets of any Principal
            Member  of the  Group  or  arrangement  with  any  creditors  of any
            Principal  Member of the Group  unless the terms  thereof  have been
            previously approved by the Majority Banks; or

      (b)   (i)   a meeting of any Principal  Member of the Group is convened by
                  at least 10% of its  shareholders  or its management  board or
                  directors for the purpose of voting on any  resolution for (or
                  to petition for) its winding-up or for its  administration and
                  either (A) the Majority Banks (acting in good faith)  consider
                  that such  meeting  is not being  convened  for  frivolous  or
                  vexatious  purposes  or  (B)  the  Borrower  is  not  able  to
                  demonstrate  to the  reasonable  satisfaction  of the Majority
                  Banks that such  resolution  or  petition  is  unlikely  to be
                  passed or made at such meeting; or

            (ii)  any such resolution is passed; or

      (c)   any  person  presents  a  petition  for  the  winding-up  or for the
            administration of any Principal Member of the Group as a result of a
            claim   for   an   amount   exceeding   the   Euro   Equivalent   of
            (euro)10,000,000  and either (i) the Majority Banks consider (acting
            reasonably) that such petition is not frivolous or vexatious or (ii)
            the same is not being contested in good faith; or

      (d)   an order  for the  winding-up  or  administration  of any  Principal
            Member of the Group is made; or


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      (e)   any  other  action  is  taken  with  a view  to the  administration,
            custodianship,   liquidation,   winding-up  or  dissolution  of  any
            Principal  Member of the Group or any other  insolvency  proceedings
            involving  any  Principal  Member of the Group  and  either  (i) the
            Majority  Banks  (acting in good faith)  consider such action is not
            frivolous or  vexatious  or (ii) the same is not being  contested in
            good faith, other than in each case:

            (i)   in connection with a solvent winding-up of a Subsidiary of the
                  Borrower,  other than the Issuers the terms of which have been
                  approved by the Majority Banks; or

            (ii)  in  connection  with a solvent  winding-up  of an Issuer where
                  arrangements  have been made for the  Borrower  to assume  the
                  obligations  under the relevant  High Yield Debt  Documents on
                  similar terms (mutatis  mutandis) as at the Signing Date or on
                  such other terms as are  satisfactory  to the  Majority  Banks
                  (acting reasonably).

22.9  Appointment of Receivers and Managers

      (a)   Any liquidator,  official receiver,  judicial custodian,  compulsory
            manager,  receiver,  administrative  receiver,  administrator or the
            like is appointed in respect of any Principal Member of the Group or
            any part of its assets; or

      (b)   a resolution of the board of directors of a Principal  Member of the
            Group is passed  for the  appointment  of a  liquidator,  trustee in
            bankruptcy,   judicial  custodian,   compulsory  manager,  receiver,
            administrative receiver, administrator or the like; or

      (c)   any other  steps are taken to enforce any  Security  Interest or any
            part of the assets of any  Principal  Member of the Group in respect
            of a sum owed of at least the Euro  Equivalent of  (euro)10,000,000,
            other than in each case:

            (i)   in connection with a solvent winding-up of a Subsidiary of the
                  Borrower other than the Issuers,  the terms of which have been
                  approved by the Majority Banks; or

            (ii)  in  connection  with a solvent  winding-up  of an Issuer where
                  arrangements  have been made for the  Borrower  to assume  the
                  obligations  under the relevant  High Yield Debt  Documents on
                  similar terms (mutatis  mutandis) as at the Signing Date or on
                  such other terms as are  satisfactory  to the  Majority  Banks
                  (acting reasonably).

22.10 Creditors' Process

      Any attachment, sequestration, distress or execution affects any asset the
      value  of  which in  aggregate  exceeds  the  Euro  Equivalent  of  (euro)
      10,000,000 of a Principal Member of the Group and is not discharged within
      30 days.

22.11 Analogous Proceedings

      There  occurs,  in relation to a member of the Group,  any event  anywhere
      which,  in the opinion of the Majority  Banks,  appears to correspond with
      any of those mentioned in Clauses 22.7  (Insolvency) to 22.10  (Creditors'
      process) (inclusive).

22.12 Cessation of Business

      Any Principal Member of the Group (other than an Issuer where arrangements
      have  been  made for the  Borrower  to assume  the  obligations  under the
      relevant High Yield Debt Documents on similar terms (mutatis  mutandis) as
      at the  Signing  Date or on such other  terms as are  satisfactory  to the
      Majority Banks (acting  reasonably)) ceases or threatens to cease to carry
      on all or a substantial part of its principal business.


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22.13 Rescission of Agreements

      Any  member  of the  Group or any  Shareholder  party to a Senior  Finance
      Document rescinds any Senior Finance Document in whole or in part.

22.14 Ownership of the Borrower

      (a)   There is a change  of  ownership  of any of the  Shares  during  the
            Restricted Period without the consent of the Majority Banks if after
            giving effect to such transfer:

            (i)   Deutsche  Telekom A.G.,  Deutsche Telekom MobilNet GmbH and/or
                  T-Mobile  International  A.G. cease to own, either directly or
                  indirectly,  and legally and beneficially,  at least 25.01% of
                  the Shares; or

            (ii)  Elektrim S.A. and/or Elektrim Telekomunikacja Sp. z o.o. cease
                  to  own,  either  directly  or  indirectly,  and  legally  and
                  beneficially, at least 25.01% of the Shares.

      (b)   There  is a change  of  ownership  of any of the  Shares  after  the
            Restricted  Period  without the consent of the Majority Banks if (i)
            after  giving  effect  to  such  transfer,  Deutsche  Telekom  A.G.,
            Deutsche Telekom MobilNet GmbH,  T-Mobile  International A.G. and/or
            another  internationally  recognised cellular operator of comparable
            standing and comparable  credit rating cease to own, either directly
            or indirectly, and legally and beneficially,  at least 25.01% of the
            Shares or (ii) any person or two or more  persons  acting in concert
            other than Deutsche  Telekom A.G.,  Deutsche  Telekom MobilNet GmbH,
            T-Mobile  International A.G., MediaOne  International B.V., Elektrim
            S.A. and/or Elektrim Telekomunikacja Sp. z o.o., Vivendi S.A. or any
            wholly owned  Subsidiary of the foregoing shall own, either directly
            or indirectly,  and legally and beneficially,  through any contract,
            arrangement,  understanding,  relationship or otherwise,  (x) voting
            power which  includes the power to vote, or to direct the voting of,
            and/or (y)  investment  power which includes the power to dispose of
            or to direct the disposition of Shares  representing  25% or more of
            the combined voting power of all voting interests of the Borrower.

      (c)   Any  Shareholder  creates,  incurs,  assumes or suffers to exist any
            lien,  security interest or other charge or encumbrance of any kind,
            or any  other  type of  preferential  arrangement  on the  Shares to
            secure  any  Financial  Indebtedness  (other  than  under the Senior
            Finance Documents) of any member of the Group.

22.15 Proceedings

      (a)   There is current or pending any  litigation,  dispute,  arbitration,
            administrative,   regulatory   or  other   proceedings   or  enquiry
            concerning or involving any Principal  Member of the Group which, if
            adversely  determined,  is  reasonably  likely  to  have a  Material
            Adverse Effect.

      (b)   Any  judgment or order for an amount  which is greater than the Euro
            Equivalent of  (euro)10,000,000 is made against any Principal Member
            of the Group which is material in the context of the  operations  of
            the business of the Principal Member of the Group, is not subject to
            an appeal and which is not  satisfied  within 20 days of the passing
            of such judgment or order.

22.16 High Yield Debt Documents

      An  Issuer  or the  Borrower  fails to  comply  with  any of the  material
      provisions  of, or its  material  obligations  under,  the High Yield Debt
      Documents.


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22.17 Loss of Licences, Breach of Material Contracts, Shareholders' Agreement

      (a)   Any Licence is:

            (i)   terminated,  suspended  or  revoked or does not remain in full
                  force and effect or otherwise expires and is not renewed prior
                  to its expiry (in each case, without replacement by Licence(s)
                  having  substantially  equivalent  effect)  except  where  the
                  Borrower is contesting  the same in good faith by  appropriate
                  proceedings  and is lawfully able to continue its business and
                  operations; or

            (ii)  modified  in a manner  which is  reasonably  likely  to have a
                  Material  Adverse Effect or breached in any material  respect;
                  or

      (b)   any  event  occurs  which is  reasonably  likely to give rise to the
            revocation,  termination  or  suspension  of  any  Licence  (without
            replacement)  in such  circumstance  where the Borrower is unable to
            demonstrate  to the  reasonable  satisfaction  of the Majority Banks
            within  30  days  of such  event  occurring  that  either  (i)  such
            termination,  suspension or revocation  will not occur or (ii) if it
            does  occur,  it will be  contested  in good  faith  by  appropriate
            proceedings  and the Borrower  will be lawfully able to continue its
            operations while such termination, suspension or revocation is being
            contested; or

      (c)   any  other  Material  Contract,   Shareholder  Loan  or  Transaction
            Document  is  varied,  breached,  cancelled,  suspended,  withdrawn,
            revoked or terminated in a manner or circumstances  which would have
            a Material Adverse Effect; or

      (d)   any of  the  rights  of the  Shareholders  under  the  Shareholders'
            Agreement are reduced or diminished in a manner which could or would
            be prejudicial to the Finance Parties or the Shareholders' Agreement
            is  cancelled,  suspended  or  terminated  (unless  replaced  by  an
            agreement in substantially the same terms) or materially  amended in
            a manner that would result in a Material  Adverse Effect;  provided,
            however that, if so requested by the  Borrower,  the Majority  Banks
            shall  confirm  within  14 days  after  such  request  whether  such
            amendment would result in a Material Adverse Effect.

22.18 Government Action

      Any  governmental  action,  including  nationalisation,  expropriation  or
      imposition of exchange controls is taken which, in the reasonable  opinion
      of the Majority Banks, would have a Material Adverse Effect.

22.19 [Intentionally Omitted]

22.20 Material Adverse Change

      Any event or series of events  occurs  which is likely to have a  Material
      Adverse Effect.

22.21 Acceleration

      On and at any time after the  occurrence  of an Event of Default the Agent
      may,  and shall if so directed  by the  Majority  Banks,  by notice to the
      Borrower do any or all of the following:

      (a)   cancel all or any part of the Tranche A Total Commitments and/or the
            Tranche B Total Commitments; and/or

      (b)   demand that all or part of the Advances  outstanding,  together with
            accrued  interest  and any or all other  amounts  accrued  under the
            Senior Finance Documents, be immediately due and payable,  whereupon
            they shall become immediately due and payable; and/or


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      (c)   demand that all or part of the  Advances  are  repayable  on demand,
            whereupon they shall  immediately  become repayable on demand by the
            Agent acting on the instructions of the Majority Banks; and/or

      (d)   enforce or instruct the Security Agent to enforce all or part of the
            security  constituted under or pursuant to the Security Documents or
            enforce any other right held by it.

23.   GUARANTEES

23.1  Guarantee

      In  consideration  of the Finance Parties entering into the Senior Finance
      Documents each Guarantor (jointly and severally with the other Guarantors)
      irrevocably and unconditionally:

      (a)   guarantees   to  each  Finance   Party  as  principal   obligor  the
            performance by each other Obligor of all its  obligations  under the
            Senior  Finance  Documents  and the  payment  when due by each other
            Obligor of all sums payable under the Senior Finance Documents;

      (b)   undertakes  with each Finance  Party that if any other Obligor fails
            to  pay  any of  the  indebtedness  referred  to in  Clause  23.1(a)
            (Guarantee) on its due date it will pay that sum on demand; and

      (c)   indemnifies  each  Finance  Party  on  demand  against  all  losses,
            damages,  costs and expenses  incurred by such Finance Party arising
            as a result  of any  obligation  of any  Obligor  under  the  Senior
            Finance  Documents  being  or  becoming  unenforceable,  invalid  or
            illegal.

23.2  Guarantors as Principal Debtors

      As between each  Guarantor and the Finance  Parties but without  affecting
      the  obligations  of the Borrower,  each  Guarantor  shall be liable under
      Clause 23.1  (Guarantee) as if it were the sole  principal  debtor and not
      merely a surety. Accordingly, its obligations thereunder and any liability
      deriving therefrom shall not be discharged or affected by any circumstance
      which would so discharge or affect such  obligations  or liability of such
      Guarantor were the sole principal debtor including:-

      (a)   any time,  indulgence,  waivers or consents  given to any Obligor or
            any other person;

      (b)   any  amendment,  variation  or  modification  to any Senior  Finance
            Document or any other  security or  guarantee or any increase in the
            amount of the Facilities;

      (c)   the  making or  absence  of any  demand on any  Obligor or any other
            person for payment or performance of any other  obligations,  or the
            application  of any moneys at any time  received from any Obligor or
            any other person;

      (d)   the   enforcement,   perfecting  or  protecting  of  or  absence  of
            enforcement,  perfecting or protecting of any security, guarantee or
            undertaking  (including,  without  limitation,  all  or  any  of the
            obligations and liabilities of any Obligor);

      (e)   the  release,  taking,  giving  or  abstaining  from  taking  of any
            security,  guarantee or undertaking (including,  without limitation,
            the Senior Finance Documents);

      (f)   the  insolvency,  winding-up,  administration,  receivership  or the
            commencement of any other insolvency procedure under the laws of any
            relevant  jurisdiction in relation to any Obligor, any Finance Party
            or any other person or the making of any  arrangement or composition
            with or for the  benefit  of  creditors  by any other  Obligor,  any
            Finance Party or any other person;

      (g)   any  amalgamation,  merger or change in  constitution in relation to
            any Obligor, any Finance Party or any other person;


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      (h)   the illegality,  invalidity or  unenforceability of or any defect in
            any provision of any Finance  Document or any security,  obligations
            or liabilities arising or expressed to arise thereunder;

      (i)   any Finance Party ceasing or refraining from giving credit or making
            loans or advances to or  otherwise  dealing  with any Obligor or any
            other person or any other security, guarantee or undertaking; or

      (j)   any other circumstance which, but for this provision,  might operate
            to release or otherwise exonerate the Guarantor from its obligations
            hereunder.

23.3  Other Guarantors

      It is  specifically  acknowledged  and agreed that the Finance Parties may
      from  time to time  make  any  arrangement,  compromise,  waiver  or other
      dealing with any Obligor in relation to any guarantee or other obligations
      under the Senior Finance  Documents  which such Finance  Parties may think
      fit and no such  arrangement,  compromise,  waiver or other  dealing shall
      exonerate or discharge  any other Obligor from its  obligations  under the
      Senior Finance Documents.

23.4  Guarantors' Obligations Continuing

      Each  Obligor's  obligations  under this  Agreement are and will remain in
      full force and effect by way of continuing  security  until no sum remains
      to be lent or remains  payable under this  Agreement.  Furthermore,  those
      obligations  are  additional to, and not instead of, any security or other
      guarantee  or  indemnity  at any time  existing  in favour of any  person,
      whether from that Obligor or otherwise  and each Obligor  waives any right
      it may have to require  any Finance  Party to enforce  any such  security,
      guarantee or indemnity before claiming against it.

23.5  Exercise of Guarantors' Rights

      So long as any sum remains  payable or capable of becoming  payable  under
      the Senior Finance Documents:

      (a)   any right of an  Obligor  (by  reason of  performance  of any of its
            obligations hereunder), to be indemnified by any other Obligor or to
            take the benefit of or enforce any security or other guarantee or to
            receive any payment from any other  Obligor  shall be exercised  and
            enforced by such Obligor and shall only be exercised and enforced by
            such  Obligor  in such  manner  and on such  terms as the  Agent may
            require; and

      (b)   any amount  received or recovered by such Obligor as a result of any
            exercise  of any such right  shall be held in trust for the  Finance
            Parties and immediately paid to the Agent.

23.6  Avoidance of Payments

      Each Obligor  shall on demand  indemnify  the Agent and each Finance Party
      against any funding or other cost, loss, expense or liability sustained or
      incurred by it as a result of it being  required  for any reason to refund
      all or part of any amount received or recovered by it from such Obligor in
      respect  of any sum  payable  by any  Obligor  under  any  Senior  Finance
      Document.

23.7  Suspense Accounts

      Any amount received or recovered by any Finance Party (otherwise than as a
      result of a payment by a Borrower  to the Agent) in respect of any sum due
      and  payable  by any  Borrower  under  this  Agreement  may be placed in a
      suspense  account and kept there for so long as the recipient  thinks fit.
      Amounts deposited in any such account shall accrue interest at the Agent's
      usual rate for  deposits of a similar  amount and nature from time to time
      and interest accrued shall be credited to such account.


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23.8  Primary Obligations

      As a separate and alternative  stipulation,  each Obligor  unconditionally
      and irrevocably agrees that any sum expressed to be payable by any Obligor
      under  this  Agreement  but which is for any  reason  (whether  or not now
      existing  and whether or not now known or  becoming  known to any party to
      this  Agreement)  not  recoverable  from  such  Obligor  on the basis of a
      guarantee shall nevertheless be recoverable from it as if it were the sole
      principal debtor and shall be paid by it to the Agent on demand.

23.9  Further Guarantors

      The Borrower will:

      (a)   procure that any person that becomes  Principal  Member of the Group
            (other than the  Borrower)  which is not a Guarantor  shall  (unless
            prohibited  by law) become a Guarantor  by  delivering  an Accession
            Document duly executed by it and by the Borrower to the Agent within
            10 Business Days after such person becomes a Principal Member of the
            Group pursuant to the terms of this Agreement;

      (b)   procure  that any  Principal  Member  of the Group  (other  than the
            Borrower)  which enters into an Accession  Document  shall within 10
            Business Days thereafter  execute such Security Documents (in favour
            of the Security Agent for the benefit of the Finance Parties) as the
            Agent shall reasonably require; and

      (c)   procure that there shall be delivered to the Agent with the original
            executed  Accession  Document and any such Security  Documents  such
            evidence of the due  execution  of the  Accession  Document and such
            Security  Documents as the Agent shall require together with a legal
            opinion reasonably satisfactory to the Agent.

24.   INDEMNITIES

24.1  Currency Indemnity

      (a)   If a Finance  Party  receives  an amount in respect of an  Obligor's
            liabilities  under the Senior Finance Documents or if that liability
            is converted  into a claim,  proof,  judgment or order in a currency
            other than the currency  (the  "contractual  currency") in which the
            amount is expressed to be payable under the relevant  Senior Finance
            Document:

            (i)   such  Obligor  shall   indemnify  that  Finance  Party  as  an
                  independent  obligation  against any loss or liability arising
                  out of or as a result of the conversion;

            (ii)  if the amount  received by that Finance Party,  when converted
                  into the  contractual  currency  at a market rate in the usual
                  course of its  business  is less than the  amount  owed in the
                  contractual  currency,  such Obligor shall forthwith on demand
                  pay to  that  Finance  Party  an  amount  in  the  contractual
                  currency equal to the deficit; and

            (iii) such  Obligor  shall  forthwith  on demand pay to the  Finance
                  Party  concerned  any  exchange  costs  and Taxes  payable  in
                  connection with any such conversion.

      (b)   Each Obligor waives any right it may have in any jurisdiction to pay
            any amount under the Senior  Finance  Documents in a currency  other
            than that in which it is expressed to be payable.

24.2  Other Indemnities

      The Borrower  shall  forthwith  on demand  indemnify  each  Finance  Party
      against  any loss or  liability  which  that  Finance  Party  incurs  as a
      consequence of:

      (a)   the  occurrence  of any Default  including a breach by a Shareholder
            which is not an Obligor of a Senior  Finance  Document to which such
            Shareholder is a party;


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      (b)   the operation of Clause 22.21 (Acceleration);

      (c)   any payment of principal or an overdue  amount being  received  from
            any source  otherwise  than on the last day of a  relevant  Interest
            Period or  Designated  Interest  Period (as  defined in Clause  10.3
            (Default interest)) relative to the amount so received;

      (d)   an Advance (or part of an Advance) not being  prepaid in  accordance
            with a notice of  prepayment  or (other than by reason of negligence
            or default by that  Finance  Party) an Advance  not being made after
            the Borrower has delivered a Request;

      (e)   any act or omission by the Borrower which invalidates the Insurances
            (as defined in the Asset Pledge);

      (f)   the   design,    manufacture,    testing,    maintenance,    repair,
            refurbishment,  condition, service, overhaul, modification,  change,
            loss, damage,  removal or storage of any of the Movables (as defined
            in the Asset Pledge) or any part thereof;

      (g)   the transfer,  ownership,  delivery,  non-delivery,  import, export,
            possession, use, operation, registration,  non-registration, leasing
            or  sub-leasing  of any of the  Movables  (as  defined  in the Asset
            Pledge) or any part thereof;

      (h)   the retaking of possession of any of the Movables (as defined in the
            Asset Pledge) or any part thereof and entering upon any premises for
            this purpose  (including the exercise of the Security Agent's powers
            set forth in Clause 6.4 of the Asset Pledge); or

      (i)   the  exercise  or  purported  exercise  of  any  rights,  powers  or
            discretions  vested  in the  Security  Agent  pursuant  to the Asset
            Pledge,  any  Ordinary  Share  Pledge  and/or any  Registered  Share
            Pledge.

      The  Borrower's  liability  in each case  includes  any loss or expense on
      account of funds  borrowed,  contracted for or utilised to fund any amount
      payable under any Senior Finance Document, any amount repaid or prepaid or
      any Advance.

25.   AGENT, SECURITY AGENT, LEAD ARRANGERS, ARRANGERS AND BANKS

25.1  Appointment and duties of the Agent and the Security Agent

      (a)   Subject  to  Clause  25.15(f)  (Resignation  of Agent  and  Security
            Agent),  each  Finance  Party (other than the Agent and the Security
            Agent,  respectively)  irrevocably  appoints the Agent to act as its
            agent and the Security  Agent to act as its security agent under and
            in connection with the Senior Finance Documents.

      (b)   Each Party  irrevocably  authorises the Agent and the Security Agent
            on its behalf to perform  the duties  and to  exercise  the  rights,
            powers and discretions that are  specifically  delegated to it under
            or in connection  with the Senior Finance  Documents,  together with
            any other incidental rights, powers and discretions.

      (c)   The Agent and the  Security  Agent have only those  duties which are
            expressly  specified in this Agreement and in the Security Documents
            and Collateral Sharing Intercreditor Agreement,  respectively. Those
            duties are solely of a mechanical and administrative nature.

25.2  Role of the Lead Arrangers and Arrangers

      Except  as  specifically  provided  in this  Agreement,  neither  the Lead
      Arrangers nor the Arrangers have any  obligations of any kind to any other
      Party under or in connection with any Senior Finance Document.


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25.3  Relationship

      The  relationship  between the Agent and the  Security  Agent,  on the one
      hand, and the other Finance  Parties,  on the other hand, is that of agent
      and principal only. Nothing in this Agreement constitutes the Agent or the
      Security  Agent as  fiduciary  for any other Party or any other person and
      neither the Agent nor the  Security  Agent need keep any moneys paid to it
      for a Party  segregated  from its  assets  or be  liable  to  account  for
      interest on those moneys.

25.4  Majority Banks' Instructions

      (a)   Each of the  Agent  and,  subject  to the  terms  of the  Collateral
            Sharing  Intercreditor  Agreement,  the Security Agent will be fully
            protected  if it acts in  accordance  with the  instructions  of the
            Majority Banks in connection  with the exercise of any right,  power
            or discretion or any matter not expressly provided for in the Senior
            Finance Documents. Any such instructions given by the Majority Banks
            will  be  binding  on  all  the  Banks.   In  the  absence  of  such
            instructions, each of the Agent and the Security Agent may act as it
            considers to be in the best interests of the Banks.

      (b)   Neither the Agent nor the  Security  Agent is  authorised  to act on
            behalf of a Bank (without first  obtaining  that Bank's  consent) in
            any legal or arbitration  proceedings relating to any Senior Finance
            Document.

25.5  Delegation

      The  Agent  and the  Security  Agent  may act  under  the  Senior  Finance
      Documents through their respective personnel and agents.

25.6  Responsibility for Documentation

      None of the Agent, the Security Agent, the Lead Arrangers or the Arrangers
      are responsible to any other Party for:

      (a)   the execution, genuineness,  validity, enforceability or sufficiency
            of any Senior Finance Document or any other document;

      (b)   the  collectability  of amounts  payable  under any  Senior  Finance
            Document; or

      (c)   the accuracy of any statements  (whether written or oral) made in or
            in connection with any Senior Finance Document.

25.7  Default

      (a)   Neither  the Agent nor the  Security  Agent is obliged to monitor or
            enquire as to whether or not a Default  has  occurred.  Neither  the
            Agent nor the Security Agent will be deemed to have knowledge of the
            occurrence of a Default. However, if the Agent or the Security Agent
            receives notice from a Party referring to this Agreement, describing
            the  Default  and  stating  that the  event is a  Default,  it shall
            promptly notify the Banks.

      (b)   Each of the Agent or the  Security  Agent may require the receipt of
            security satisfactory to it, whether by way of payment in advance or
            otherwise,  against any liability or loss which it will or may incur
            in taking any  proceedings or action arising out of or in connection
            with  any  Senior  Finance   Document   before  it  commences  those
            proceedings or takes that action.


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25.8  Exoneration

      (a)   Without  limiting  paragraph  (b) below,  neither  the Agent nor the
            Security  Agent  will be liable to any  other  Party for any  action
            taken or not  taken by it under  or in  connection  with any  Senior
            Finance  Document,  unless caused by its gross  negligence or wilful
            misconduct.

      (b)   No Party may take any proceedings  against any officer,  employee or
            agent of the Agent or the Security  Agent in respect of any claim it
            might have against the Agent or the Security  Agent or in respect of
            any act or  omission  of any kind  (including  gross  negligence  or
            wilful misconduct) by that officer, employee or agent in relation to
            any Senior Finance Document.

25.9  Reliance

      Each of the Agent and the Security Agent may:

      (a)   rely on any notice or  document  believed  by it to be  genuine  and
            correct  and to have been signed by, or with the  authority  of, the
            proper person;

      (b)   rely on any  statement  made by a director or employee of any person
            regarding any matters  which may  reasonably be assumed to be within
            his knowledge or within his power to verify; and

      (c)   engage,  pay for and rely on legal  or other  professional  advisers
            selected  by  it  (including  those  in  its  employment  and  those
            representing a Party other than itself).

25.10 Credit Approval and Appraisal

      Without  affecting  the  responsibility  of the Borrower  for  information
      supplied  by it or on its behalf in  connection  with any  Senior  Finance
      Document, each Bank confirms that it:

      (a)   has made its own  independent  investigation  and  assessment of the
            financial  condition  and  affairs of the  Borrower  and its related
            entities in connection with its  participation in this Agreement and
            has not relied exclusively on any information  provided to it by the
            Agent,  the Security Agent,  any of the Lead Arrangers or any of the
            Arrangers in connection with any Senior Finance Document; and

      (b)   will  continue  to  make  its  own  independent   appraisal  of  the
            creditworthiness  of the Borrower and its related entities while any
            amount is or may be outstanding  under the Senior Finance  Documents
            or any Commitment is in force.

25.11 Information

      (a)   The Agent shall  promptly  forward to the person  concerned  or make
            available for his  inspection the original or a copy of any document
            which is delivered to the Agent by a Party for that person.

      (b)   The Agent shall promptly  supply a Bank with a copy of each document
            received  by the Agent under  Clause 4.1  (Conditions  precedent  to
            first  Utilisation),  upon the  request  and at the  expense of that
            Bank.

      (c)   Except where this Agreement  specifically  provides  otherwise,  the
            Agent is not obliged to review or check the accuracy or completeness
            of any document it forwards to or makes  available for inspection by
            another Party.

      (d)   Except as provided  above,  neither the Agent nor the Security Agent
            has a duty:


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            (i)   either  initially or on a continuing basis to provide any Bank
                  with any credit or other information  concerning the financial
                  condition  or  affairs  of  the  Borrower  or of  its  related
                  entities,  whether  coming into its possession  before,  on or
                  after the date of this Agreement; or

            (ii)  unless specifically requested to do so by a Bank in accordance
                  with a Senior Finance Document, to request any certificates or
                  other documents from the Borrower.

25.12 The Agent,  the  Security  Agent,  the Lead  Arrangers  and the  Arrangers
      individually

      (a)   If it is also a Bank,  each of the Agent,  the Security  Agent,  the
            Lead  Arrangers  and the  Arrangers  has the same  rights and powers
            under this Agreement as any other Bank and may exercise those rights
            and powers as though it were not the Agent,  the Security Agent, the
            Lead Arrangers or the Arrangers as the case may be.

      (b)   Each of the Agent,  the Security  Agent,  the Lead Arrangers and the
            Arrangers may:

            (i)   carry  on any  business  with  the  Borrower  or  its  related
                  entities;

            (ii)  act as agent for, or in relation to any  financing  involving,
                  the Borrower or its related entities; and

            (iii) retain any  profits or  remuneration  in  connection  with its
                  activities  under this  Agreement or in relation to any of the
                  foregoing.

      (c)   In acting as the Agent or the  Security  Agent,  as the case may be,
            the agency  division of the Agent or the Security Agent, as the case
            may be,  will  be  treated  as a  separate  entity  from  its  other
            divisions and departments.  Any information acquired by the Agent or
            the Security Agent,  as the case may be, which,  in its opinion,  is
            acquired by it  otherwise  than in its  capacity as the Agent or the
            Security  Agent may be treated as  confidential  by the Agent or the
            Security Agent and will not be deemed to be information possessed by
            the Agent or the Security Agent in its capacity as such.

      (d)   The  Borrower  irrevocably  authorises  each  of the  Agent  and the
            Security  Agent  to  disclose  to  the  other  Finance  Parties  any
            information  which,  in the  opinion  of the  Agent or the  Security
            Agent,  as the case may be, is  received  by it in its  capacity  as
            Agent or the Security Agent.

25.13 Indemnities

      (a)   Without  limiting the  liability  of the  Borrower  under the Senior
            Finance Documents, each Bank shall forthwith on demand indemnify the
            Agent and the  Security  Agent  for that  Bank's  proportion  of any
            liability or loss  incurred by the Agent or the Security  Agent,  as
            the case may be, in any way relating to or arising out of its acting
            as Agent or Security Agent, as the case may be, except to the extent
            that the  liability  or loss  arises  from the gross  negligence  or
            wilful  misconduct of the Agent or Security  Agent,  as the case may
            be.

      (b)   A Bank's  proportion of the liability set out in paragraph (a) above
            at any time will be the proportion  which its  participation  in the
            Euro  Equivalent  of  Utilisations  bears to all  such  Utilisations
            outstanding  on the date of the  demand.  However,  if there  are no
            Utilisations  outstanding  on the date of demand or the Default Date
            has occurred,  then the proportion will be the proportion  which its
            Commitment  bears  to  the  Total   Commitments  or,  if  the  Total
            Commitments have then been cancelled,  bore to the Total Commitments
            immediately before being cancelled.


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25.14 Compliance

      (a)   Each of the Agent and the  Security  Agent may  refrain  from  doing
            anything which might, in its opinion, constitute a breach of any law
            or regulation or be otherwise  actionable at the suit of any person,
            and may do anything which, in its opinion, is necessary or desirable
            to comply with any law or regulation of any jurisdiction.

      (b)   Without  limiting  paragraph  (a) above,  neither  the Agent nor the
            Security  Agent  need  disclose  any  information  relating  to  the
            Borrower or any of its related entities if the disclosure  might, in
            the  reasonable   opinion  of  the  Agent  or  the  Security  Agent,
            constitute a breach of any law or  regulation or any duty of secrecy
            or  confidentiality  or be otherwise  actionable  at the suit of any
            person.

25.15 Resignation of the Agent and the Security Agent

      (a)   Notwithstanding  its  irrevocable  appointment,  the  Agent  or  the
            Security  Agent may  resign  by  giving  notice to the Banks and the
            Borrower, in which case the Agent or the Security Agent, as the case
            may be, may,  with the prior written  consent of the Borrower  (such
            consent not to be unreasonably  withheld),  and subject, in the case
            of  the  Security   Agent,   to  Clause  25.17  (Security  Agent  as
            Administrator) and the Collateral Sharing  Intercreditor  Agreement,
            forthwith  appoint  one of its  Affiliates  as  successor  Agent  or
            Security Agent or, failing that, the Majority Banks, subject, in the
            case of the  Security  Agent,  to Clause  25.17  (Security  Agent as
            Administrator) and the Collateral Sharing  Intercreditor  Agreement,
            may  appoint a  successor  Agent or  Security  Agent  with the prior
            written consent of the Borrower (such consent not to be unreasonably
            withheld or delayed).

      (b)   If the  appointment of a successor  Agent or Security Agent is to be
            made by the Majority  Banks but they have not,  within 30 days after
            notice of resignation, appointed a successor Agent or Security Agent
            which  accepts the  appointment,  the Agent or  Security  Agent may,
            subject,  in the  case  of  the  Security  Agent,  to  Clause  25.17
            (Security  Agent  as  Administrator)   and  the  Collateral  Sharing
            Intercreditor  Agreement,  appoint  a  successor  Agent or  Security
            Agent.

      (c)   The resignation of an Agent or Security Agent and the appointment of
            any  successor  Agent or Security  Agent will both become  effective
            only upon the successor  Agent or Security  Agent  notifying all the
            Parties that it accepts its appointment. On giving the notification,
            the successor  Agent or Security  Agent will succeed to the position
            of the Agent or Security  Agent in respect of the relevant  Facility
            and the term  "Agent" or  "Security  Agent" will mean the  successor
            Agent or Security Agent, as the case may be.

      (d)   The  retiring  Agent or Security  Agent shall make  available to the
            successor  Agent or Security  Agent such  documents  and records and
            provide such assistance as the successor Agent or Security Agent may
            reasonably  request for the purposes of performing  its functions as
            the Agent or Security Agent under the Senior Finance Documents.

      (e)   Upon  its  resignation  becoming  effective,  this  Clause  25 shall
            continue to benefit the retiring  Agent or Security Agent in respect
            of any action taken or not taken by it under or in  connection  with
            the  Senior  Finance  Documents  while it was the Agent or  Security
            Agent, and, subject to paragraph (d) above, it shall have no further
            obligations under any Senior Finance Document.

      (f)   The  Majority  Banks may, by notice to the Agent or Security  Agent,
            subject,  in the  case  of  the  Security  Agent,  to  Clause  25.17
            (Security  Agent  as  Administrator)   and  the  Collateral  Sharing
            Intercreditor  Agreement,  require it to resign in  accordance  with
            paragraph (a) above. In this event,  the Agent or the Security Agent
            shall resign in accordance with paragraph (a) above but it shall not
            be entitled to appoint one of its  Affiliates as successor  Agent or
            Security Agent.


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25.16 Banks

      (a)   The Agent may treat each Bank as a Bank,  entitled to payments under
            this Agreement and as acting through its Facility  Office(s)  unless
            it has received not less than five Business  Days' prior notice from
            that Bank to the contrary.

      (b)   The Agent may at any time,  and shall if  requested  to do so by the
            Majority Banks, convene a meeting of the Banks.

25.17 Security Agent as Administrator

      (a)   Each Finance Party irrevocably  authorises the Security Agent to act
            as administrator  of a registered  pledge to secure all debts of the
            Obligors  hereunder by way of a registered  pledge or other Security
            Interests   established   over  the   Borrower's   assets   and  the
            Shareholders' assets and enter into such intercreditor  arrangements
            as  contemplated by the Security  Documents in the Security  Agent's
            name but for the account of the Finance Parties.

      (b)   The  Security  Agent in its capacity as  administrator  or otherwise
            under the Security Documents:

            (i)   is  not  liable  for  any  failure,   omission  or  defect  in
                  perfecting or registering the security  constituted or created
                  by any Security  Document in the absence of wilful  misconduct
                  or gross negligence on the part of the Security Agent; and

            (ii)  may accept without  enquiry such title as any Obligor may have
                  to any asset secured by any Security Document.

      (c)   Each Finance Party hereby irrevocably appoints the Security Agent as
            its attorney to enter into the Security Documents and the Collateral
            Sharing Intercreditor Agreement on its behalf.

      (d)   Notwithstanding  anything to the  contrary  contained  in any Senior
            Finance Document, with respect to any Security located in Luxembourg
            or subject to a Security  Document  governed by Luxembourg  law, the
            Security  Agent shall be the Group Security Agent (as defined in the
            Collateral Sharing Intercreditor Agreement).

26.   FEES

26.1  Commitment Fee

      (a)   The Borrower  will pay to the Agent in Euro for  distribution  among
            the Tranche A Banks pro rata to the  aggregate  of their  respective
            Tranche A  Commitments  a commitment  fee in respect of Tranche A of
            0.50 per cent. per annum on the daily undrawn balance of the Tranche
            A Commitments.

      (b)   The Borrower will pay to the Agent in Zloty for  distribution  among
            the Tranche B Banks pro rata to the  aggregate  of their  respective
            Tranche B  Commitments  a commitment  fee in respect of Tranche B of
            0.50 per cent. per annum on the daily undrawn balance of the Tranche
            B Commitments.

      (c)   Commitment  fees  from  the  Signing  Date  shall be  calculated  in
            accordance  with  paragraphs  (a) and (b) above and shall be payable
            quarterly in arrears.

26.2  Front-end Fee

      The Borrower  shall pay to the Agent for the account of the Lead Arrangers
      a front-end  fee in the amount and on the dates agreed in the relevant Fee
      Letter.


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26.3  Agency Fees

      The Borrower  shall pay to the Agent and the Security  Agent for their own
      account agency fees in the amounts and on the dates agreed in the relevant
      Fee Letter.

26.4  VAT and Other Taxes

      Any fee  referred to in this Clause 26 is exclusive of any value added tax
      or any other Tax which might be chargeable in connection with that fee. If
      any value added tax or other Tax is so chargeable, it shall be paid by the
      Borrower at the same time as it pays the relevant fee or if no VAT invoice
      has then  been  received,  then  within 7  Business  Days of  receiving  a
      relevant VAT invoice.

27.   EXPENSES

27.1  Initial and Special Costs

      The Borrower shall  forthwith on demand pay the Agent,  the Security Agent
      and each Lead  Arranger  the amount of all  reasonable  costs and expenses
      (including legal fees) incurred by any of them in connection with:

      (a)   the negotiation, preparation, printing and execution of:

            (i)   this  Agreement  and any other  documents  referred to in this
                  Agreement; and

            (ii)  any other Senior Finance  Document  executed after the date of
                  this Agreement; and

            (iii) the syndication of each Tranche;

      (b)   any  amendment,  waiver,  consent  or  suspension  of rights (or any
            proposal for any of the foregoing)  requested by or on behalf of the
            Borrower  and  relating to a Senior  Finance  Document or a document
            referred to in any Senior Finance Document.

27.2  Enforcement Costs

      The  Borrower  shall  forthwith  on demand pay to each  Finance  Party the
      amount  of all  costs  and  expenses  (including  legal  fees and costs of
      valuations)  incurred by it in connection  with the enforcement of, or the
      preservation of any rights under, any Senior Finance Document.

28.   STAMP DUTIES

      The Borrower  shall pay, and  forthwith on demand  indemnify  each Finance
      Party   against  any  liability  it  incurs  in  respect  of,  any  stamp,
      registration  and  similar Tax which is or becomes  payable in  connection
      with the entry into,  performance  or  enforcement  of any Senior  Finance
      Document.

29.   AMENDMENTS AND WAIVERS

29.1  Procedure

      (a)   Subject to Clause 29.2 (Exceptions),  any term of the Senior Finance
            Documents  may be amended or waived or any action  consented to with
            the agreement of the Borrower and the Majority Banks.  The Agent may
            effect, on behalf of the Finance Parties,  an amendment,  consent or
            waiver to which they or the Majority Banks have agreed.

      (b)   The Agent shall  promptly  notify the other Parties of any amendment
            or waiver effected under paragraph (a) above, and any such amendment
            or waiver shall be binding on all the Parties.


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29.2  Exceptions

      (a)   Any amendment,  waiver,  variation,  modification  or consent of, or
            action  with  respect to, any term of the Senior  Finance  Documents
            shall  require the consent of the  Borrower and each of the Banks if
            it relates to:

            (i)   the  definition  of  "Majority  Banks" in Clause 1.1  (Defined
                  terms);

            (ii)  an  extension of the date for, or a decrease in an amount or a
                  change in the  currency  of, any payment to any Bank under the
                  Senior Finance  Documents  (including  the  Applicable  Margin
                  (other than in accordance  with the terms of this  Agreement),
                  any fee payable  under  Clause 26.1  (Commitment  fee) and any
                  amount payable pursuant to Clause 7 (Repayment));

            (iii) an increase in any Bank's Commitment;

            (iv)  any release of a Security Document or a Guarantor;

            (v)   a term of a Senior Finance  Document which expressly  requires
                  the consent of that Bank;

            (vi)  Clause 2.2 (Nature of Bank's rights and  obligations),  Clause
                  30.2  (Transfers  by  Banks),  Clause  30.1  (Transfer  by  an
                  Obligor), Clause 31 (Set-off and redistribution),  Clause 38.1
                  (Arbitration) or this Clause 29; or

            (vii) the definition of "UMTS Approval Banks" in Clause 1.1 (Defined
                  Terms).

      (b)   An amendment or waiver that affects the rights and/or obligations of
            the Agent or the  Security  Agent may not be  effected  without  the
            agreement of the Agent or the Security Agent, as applicable.

29.3  Waivers and remedies cumulative

      The rights of each Finance Party under the Senior Finance Documents:

      (a)   may be exercised as often as necessary;

      (b)   are  cumulative  and not  exclusive  of its rights under the general
            law; and

      (c)   may be waived only in writing and specifically.

      Delay in exercising or  non-exercise  of any such right is not a waiver of
      that right.

29.4  Remedies cumulative

      The rights and remedies of each of the Finance  Parties in this  Agreement
      may be  exercised  as  often  as  necessary  and  are  cumulative  and not
      exclusive of any rights or remedies provided by law.

30.   CHANGES TO PARTIES

30.1  Transfers by an Obligor

      No  Obligor  may  assign,  transfer,  novate or  dispose of any of, or any
      interest  in,  its rights  and/or  obligations  under the  Senior  Finance
      Documents.


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30.2  Transfers by Banks

      (a)   A Bank (the "Existing  Bank") may at any time assign or transfer any
            of its  rights  and/or  obligations  under  this  Agreement  and the
            Collateral  Sharing  Intercreditor  Agreement  to  another  bank  or
            financial institution (the "New Bank") with, in the case of any bank
            or financial  institution  other than a Bank or an Affiliate of such
            Existing  Bank,  the prior  written  consent of the  Borrower,  such
            consent not to be unreasonably withheld or delayed; provided that:

            (i)   such  assignment  and/or  transfer  shall be in the  amount of
                  (euro)5,000,000  and an integral multiple of  (euro)1,000,000,
                  in the case of an assignment  and/or  transfer under Tranche A
                  and in the amount of the Zloty  Equivalent of  (euro)3,000,000
                  and an integral multiple of  (euro)500,000,  in the case of an
                  assignment and/or transfer under Tranche B, except in the case
                  of an assignment or transfer  which has the effect of reducing
                  the participation of the relevant Bank to zero; and

            (ii)  if the Borrower fails to respond to a request for such consent
                  within 10 Business Days after such request, the Borrower shall
                  be deemed to have given its consent under this Clause 30.2(a).

      (b)   A transfer and/or  assignment of obligations  will be effective only
            if the New Bank  confirms  to the  Agent  and the  Borrower  that it
            undertakes  to be  bound  by the  terms  of this  Agreement  and the
            Collateral  Sharing  Intercreditor  Agreement  as a Bank in form and
            substance   satisfactory   to  the  Agent  or  executes  a  Transfer
            Certificate  and serves the attached  notice on the Borrower and the
            Agent. On the transfer and/or assignment  becoming effective in this
            manner the Existing Bank shall be relieved of its obligations  under
            this Agreement and the Collateral Sharing Intercreditor Agreement to
            the extent  that they are  transferred  and/or  assigned  to the New
            Bank.

      (c)   Nothing  in  this  Agreement  restricts  the  ability  of a Bank  to
            sub-contract  an obligation  if that Bank remains  liable under this
            Agreement and the  Collateral  Sharing  Intercreditor  Agreement for
            that obligation.

      (d)   On each  occasion an Existing Bank assigns  and/or  transfers any of
            its  Tranche A  Commitment  and/or its Tranche B  Commitment  and/or
            rights and/or  obligations  under this  Agreement and the Collateral
            Sharing Intercreditor Agreement to any bank or financial institution
            other than an Affiliate of such Existing  Bank,  the New Bank shall,
            on the date the  assignment  or transfer  takes  effect,  pay to the
            Agent  for its own  account a fee of  (euro)1,500,  in the case of a
            transfer  and/or  assignment  under Tranche B and (euro)5,000 in the
            case of a transfer and/or assignment under Tranche A.

      (e)   An Existing Bank is not responsible to a New Bank for:

            (i)   the  execution,   genuineness,   validity,  enforceability  or
                  sufficiency  of any  Senior  Finance  Document  or  any  other
                  document;

            (ii)  the collectability of amounts payable under any Senior Finance
                  Document; or

            (iii) the accuracy of any statements  (whether written or oral) made
                  in or in connection with any Senior Finance Document.

      (f)   Each New Bank  confirms to the Existing  Bank and the other  Finance
            Parties that it:

            (i)   has made its own independent  investigation  and assessment of
                  the financial  condition and affairs of the Obligors and their
                  related entities in connection with its  participation in this
                  Agreement and has not relied  exclusively  on any  information


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                  provided to it by the  Existing  Bank in  connection  with any
                  Senior Finance Document; and

            (ii)  will  continue to make its own  independent  appraisal  of the
                  creditworthiness  of the Obligors and their  related  entities
                  while any amount is or may be outstanding under this Agreement
                  or any Commitment is in force.

      (g)   Nothing in any Senior Finance Document obliges an Existing Bank to:

            (i)   accept a re-transfer  from a New Bank of any of the Commitment
                  and/or  rights and/or  obligations  assigned,  transferred  or
                  novated under this Clause; or

            (ii)  support  any losses  incurred by the New Bank by reason of the
                  non-performance  by the Borrower of its obligations  under the
                  Senior Finance Documents or otherwise.

      (h)   Any  reference in this  Agreement to a Bank  includes a New Bank but
            excludes  a Bank if no  amount  is or may be owed to or by it  under
            this  Agreement and its  Commitment has been cancelled or reduced to
            nil.

      (i)   If at any time any Bank  assigns  or  transfers  any of its  rights,
            benefits and obligations  hereunder or transfers its Facility Office
            and at the time of such  assignment  or  transfer  there  arises  an
            obligation  on the part of the  Borrower  under Clause 14 (Taxes) or
            Clause 16 (Increased  costs)(other  than a payment in respect of the
            Bank  Guarantee  Fund)  to pay to  such  Bank  or  its  assignee  or
            transferee  any amount in excess of the amount  the  Borrower  would
            have then been obliged to pay but for such  assignment  or transfer,
            then the  Borrower  shall not be  obliged  to pay the amount of such
            excess.

30.3  Procedure for Transfers

      A transfer and/or  assignment may be effected if the Existing Bank and the
      New Bank deliver to the Agent a duly completed certificate,  substantially
      in the form of Schedule C (a "Transfer Certificate").

30.4  Reference Banks

      If a Reference  Bank (or, if a Reference  Bank is not a Bank,  the Bank of
      which  it is an  Affiliate)  ceases  to be a Bank,  the  Agent  shall  (in
      consultation  with the Borrower) appoint another Bank or an Affiliate of a
      Bank to replace that Reference Bank.

30.5  Register

      The Agent shall keep a register  of all the  Parties and shall  supply any
      other  Party (at that  Party's  expense)  with a copy of the  register  on
      request.

31.   SET-OFF AND REDISTRIBUTION

31.1  Set-off

      Each  Finance  Party may (but shall not be obliged to) set off against any
      obligation  of any  Obligor due and payable by it to or for the account of
      such Finance  Party under this  Agreement  and not paid on the due date or
      within any  applicable  grace period any moneys held by such Finance Party
      for the  account  of such  Obligor  at any  office of such  Finance  Party
      anywhere and in any currency,  whether or not matured.  Such Finance Party
      may effect such  currency  exchanges as are  appropriate  to implement the
      set-off and any usual charges in relation to such currency exchanges shall
      be paid by such  Obligor.  Any Finance  Party which has set off shall give
      prompt notice of that fact to the relevant Obligor.


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31.2  Application of Payments

      (a)   If the Agent  receives a payment  insufficient  to discharge all the
            amounts  then due and  payable  by the  Borrower  under  the  Senior
            Finance Documents,  the Agent shall, subject,  however, to the terms
            of  the  Collateral  Sharing  Intercreditor  Agreement,  apply  that
            payment  towards the  obligations  of the Borrower  under the Senior
            Finance  Documents  in the  following  order (after  converting  the
            payment into the currency  necessary to make payment of the relevant
            amounts due in the  currencies  in which they are due at the Agent's
            Spot Rate of Exchange):

            (i)   first, to the  reimbursement  of the Security Agent for all of
                  the amounts  advanced by it to preserve,  maintain and protect
                  the  Security  in the  event of a  Default  under  the  Senior
                  Finance Documents;

            (ii)  second,  to the  reimbursement  of the Security  Agent for all
                  amounts  expended  by it in  obtaining  and  disposing  of the
                  Security  (including,  without  limitation,  reasonable  legal
                  fees,  trustees'  fees and other  expenses of  collection  and
                  enforcement of remedies);

            (iii) third,  in or towards  payment of any unpaid  fees,  costs and
                  expenses  of the Agent  under  the  Senior  Finance  Documents
                  (including,  without limitation, amounts advanced by the Agent
                  on behalf of any other Finance Party under the Senior  Finance
                  Documents)  pro rata  between the amounts of such unpaid fees,
                  costs and expenses;

            (iv)  fourth,  in or  towards  payment  pro  rata  to  the  relevant
                  proportions of any accrued  interest and fees due to each Bank
                  but unpaid under the Senior Finance Documents ;

            (v)   fifth,  in  or  towards  payment  pro  rata  to  the  relevant
                  proportions of any principal due to each Bank but unpaid under
                  the  Senior  Finance  Documents  (including  any  amounts  due
                  pursuant to a Hedging Document  designated as such pursuant to
                  Clause 19.14(c) (Treasury Transactions)); and

            (vi)  sixth,  in  or  towards  payment  pro  rata  to  the  relevant
                  proportions  of any other sum due but unpaid  under the Senior
                  Finance Documents.

      (b)   For the purposes of paragraph (a) above, "the relevant  proportions"
            means the proportion which the Euro Equivalent of the amount of each
            Bank's actual  participations in the amounts that have fallen due in
            the same class as set out in  paragraph  (a) above bears to the Euro
            Equivalent  of the  aggregate  amount of all such  amounts that have
            fallen due at that time.

      (c)   The Agent shall, if so directed by all the Banks, vary the order set
            out in sub-paragraphs (a)(ii) to (iv) above and it shall without any
            legal commitment use reasonable endeavours to notify the Borrower of
            any such variation.

      (d)   Paragraphs  (a), (b) and (c) above will  override any  appropriation
            made by an Obligor or a Shareholder.

      (e)   For the  purposes of this Clause 31.2 any Euro  Equivalent  shall be
            calculated  as at the  date 2  Business  Days  prior to the date the
            Agent makes any relevant application. Not earlier than 20 days after
            the Default Date,  all of the Banks may give notice to the Agent and
            the  Borrower  requiring  that all amounts  outstanding  in Optional
            Currencies  shall be converted  into Euro.  If the Banks give such a
            notice,  such amounts  outstanding  in Optional  Currencies  will be
            converted into Euro at the Agent's Spot Rate of Exchange on the date
            that  such  notice is  received  by the  Agent  and  thereafter  the
            Borrower will repay the amounts  outstanding in Optional  Currencies
            to all  Banks  in  Euro  by  reference  to the  amount  in  Euro  as
            calculated by the Agent.


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31.3  Redistribution and Loss Sharing

      (a)   If any amount  owing by an Obligor  to a Bank is  discharged  by the
            proceeds on enforcement of security being  allocated to that Bank in
            priority to other Banks  (pursuant  to Polish law or  otherwise)  or
            otherwise by enforcement of security,  that Bank shall pay over that
            amount to the Group  Security  Agent (as  defined in the  Collateral
            Sharing Intercreditor Agreement) in accordance with the terms of the
            Collateral Sharing Intercreditor Agreement.

      (b)   If any amount owing by an Obligor to a Bank (the "recovering  Bank")
            is discharged by payment, set-off or by any other manner (other than
            under the circumstances described in subclause (a) above) other than
            (w) through the Agent in accordance  with Clause 13 (Payments),  (x)
            in accordance with the applicable  priority at the relevant time set
            out in Clause 31.2  (Application  of payments) or (y) in  accordance
            with a  guarantee  from an  affiliate  of such Bank (a  "recovery"),
            then:

            (i)   the recovering Bank shall,  within three Business Days, notify
                  details of the recovery to the Agent;

            (ii)  that Agent shall  determine  whether the recovery is in excess
                  of the amount which the  recovering  Bank would have  received
                  had the recovery been received by the Agent and distributed in
                  accordance  with  Clause  13  (Payments)  and  the  applicable
                  priorities  at  the  relevant  time  set  out in  Clause  31.2
                  (Application of payments);

            (iii) subject  to Clause  31.5  (Exceptions),  the  recovering  Bank
                  shall,  within three Business Days of demand by the Agent, pay
                  to the Agent an  amount  (the  "redistribution")  equal to the
                  excess in the currency in which the  recovering  Bank made the
                  recovery;

            (iv)  that  Agent  shall  treat the  redistribution  as if it were a
                  payment by the Borrower under Clause 13 (Payments)  and, after
                  converting the redistribution into the currencies necessary to
                  make  payments of amounts due to the Banks in the  currency in
                  which they are due at the Agent's  Spot Rate of  Exchange,  it
                  shall  pay the  redistribution  to the Banks  (other  than the
                  recovering  Bank) in accordance with Clause 31.2  (Application
                  of payments); and

            (v)   after payment of the full redistribution,  the recovering Bank
                  will be  subrogated  to the  portion of the claims  paid under
                  paragraph  (iv) above and the Borrower will owe the recovering
                  Bank a debt which is equal to the redistribution,  immediately
                  payable and of the type originally discharged.

31.4  Reversal of Redistribution

      If after the operation of Clause 31.3 (Redistribution and loss sharing):

      (a)   a recovering Bank must subsequently return a recovery,  or an amount
            measured by reference to a recovery, to an Obligor; and

      (b)   the recovering  Bank has paid a  redistribution  in relation to that
            recovery,

      each Bank shall,  within three  Business Days of demand by the  recovering
      Bank  through  the  Agent   reimburse  the  recovering  Bank  all  or  the
      appropriate  portion of the redistribution paid to that Bank together with
      interest  on the  amount to be  returned  to the  recovering  Bank for the
      period whilst it held the  redistribution.  Thereupon,  the subrogation in
      Clause  31.3(b)(v)  (Redistribution  and loss  sharing)  will  operate  in
      reverse to the extent of the reimbursement.


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31.5  Exceptions

      A recovering Bank is not obliged to share with any other Bank under Clause
      31.3  (Redistribution  and loss  sharing) any amount which the  recovering
      Bank has received or recovered as a result of taking legal proceedings, if
      the  other  Bank  had  an   opportunity  to  participate  in  those  legal
      proceedings but did not do so or did not take separate legal proceedings.

32.   DISCLOSURE OF INFORMATION

      (a)   A Bank may disclose to one of its Affiliates or any person with whom
            it is proposing to enter, or has entered into, any kind of transfer,
            participation or other agreement in relation to this Agreement:

            (i)   a copy of any Senior Finance Document; and

            (ii)  any  information  which  that  Bank has  acquired  under or in
                  connection with any Senior Finance Document;

            so long as in all cases, any recipient thereof has previously agreed
            in writing to keep the  content of such Senior  Finance  Document or
            such  information  confidential  and not to disclose it to any other
            person.

      (b)   Subject to sub-Clause (a) above, the parties will keep  confidential
            the Senior Finance  Documents and all information  that they acquire
            under or in connection  with the Senior Finance  Documents save that
            such information may be disclosed:

            (i)   if so required by law or  regulation  or if  requested  by any
                  regulator  with  jurisdiction  over any  Finance  Party or any
                  affiliate of any Finance Party;

            (ii)  if it comes into the public  domain (other than as a result of
                  a breach of this Clause 32);

            (iii) to auditors, professional advisers or rating agencies; or

            (iv)  in connection with any legal proceedings.

      The  provisions of this Clause 32 shall  supersede any  undertakings  with
      respect to confidentiality previously given by any Finance Party in favour
      of any Obligor.

33.   SEVERABILITY

      If a  provision  of any Senior  Finance  Document  is or becomes  illegal,
      invalid or unenforceable in any jurisdiction, that shall not affect:

      (a)   the validity or  enforceability  in that  jurisdiction  of any other
            provision of the Senior Finance Documents; or

      (b)   the validity or enforceability in other jurisdictions of that or any
            other provision of the Senior Finance Documents.

34.   COUNTERPARTS

      Each  Senior   Finance   Document   may  be  executed  in  any  number  of
      counterparts,  and this has the same  effect as if the  signatures  on the
      counterparts were on a single copy of the Senior Finance Document.


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35.   NOTICES

35.1  Communications in Writing

      Any  communication  to be made  under or in  connection  with  the  Senior
      Finance  Documents shall be made in writing and, unless otherwise  stated,
      may be made by fax or letter or (to the extent that the relevant party has
      specified such address pursuant to Clause 35.2 (Addresses)) by e-mail.

35.2  Addresses

      (a)   The address and fax number,  and (if so specified)  e-mail  address,
            and, where appropriate,  web site (and the department or officer, if
            any, for whose  attention the  communication  is to be made) of each
            party for any  communication  or  document  to be made or  delivered
            under or in connection with the Senior Finance Documents is:

            (i)   in the case of the  Borrower,  that  identified  with its name
                  below;

            (ii)  in the case of each Bank or any other  Obligor,  that notified
                  in  writing  to the  Agent on or prior to the date on which it
                  becomes a party; and

            (iii) in  the  case  of  the  Agent  or  the  Security  Agent,  that
                  identified with its name below,

            or any substitute address,  fax number,  e-mail address, web site or
            department or officer,  or initial  e-mail  address as the party may
            notify to the Agent (or the Agent may  notify to the other  parties,
            if a change is made by the  Agent)  by not less  than five  Business
            Days' written notice.

      (b)   The address,  e-mail  address and  facsimile  number of the Borrower
            are:

            Al. Jerozolimskie 181
            02-222 Warsaw 1
            Poland

            Tel:        +48 22 413 6000
            Facsimile:  +48 22 413 6239
            Email:      jeastick@era.pl
                        gludziak@era.pl
            Attn:       Finance Director/Group Treasurer

            or such  other as the  Borrower  may notify to the Agent by not less
            than five Business Days' notice.

      (c)   The address, e-mail address and facsimile number of the Agent are:

            Deutsche Bank Luxembourg S.A.
            2, Boulevard Konrad Adenauer
            L-1115 Luxembourg

            Tel:        +353 42122 781/294
            Facsimile:  +353 42122 287
            Email:      credit.dblux@db.com
            Attn:       International Loans & Agency Services, Project Finance

            or such  other as the Agent may  notify to the other  Parties by not
            less than five Business Days' notice.

      (d)   the  address,  email  address and  facsimile  number of the Security
            Agent are:


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            Deutsche Bank Polska S.A.
            Al. Armii Ludowej 26
            609 Warszawa
            Poland

            Tel:        +48 22 579 91 82
            Facsimile:  +48 22 579 91 61
            Email:      ewa.skomorowska@db.com
            Attn:       Ewa Skomorowska (Collateral Unit)

            or such other as the Security  Agent may notify to the other Parties
            by not less than five Business Days' notice.

35.3  Delivery

      (a)   Any  communication  or document  made or  delivered by one person to
            another under or in  connection  with the Senior  Finance  Documents
            will only be effective:

            (i)   if by way of fax or e-mail, when received in legible form; or

            (ii)  if by way of  letter,  when it has been  left at the  relevant
                  address or five  Business  Days after being  deposited  in the
                  post  postage  prepaid in an envelope  addressed to it at that
                  address; or

            (iii) where reference in such  communication  is to a web site, when
                  the delivery of the letter,  fax or, as the case may be e-mail
                  referring the addressee to such web site is effective;

            and, if a particular  department  or officer is specified as part of
            its address  details  provided  under  Clause 35.2  (Addresses),  if
            addressed to that department or officer.

      (b)   Any  communication  or document to be made or  delivered to an Agent
            will be effective only when actually received by such Agent and then
            only if it is expressly  marked for the attention of the  department
            or officer  identified  with such  Agent's  signature  below (or any
            substitute  department  or officer such Agent shall specify for this
            purpose).

      (c)   All notices from or to an Obligor shall be sent through the Agent.

      (d)   Any  communication  or document  made or delivered to any Obligor in
            accordance  with  this  Clause  will be  deemed to have been made or
            delivered to each of the Obligors.

35.4  Notification of address, fax number and e-mail address

      Promptly upon receipt of notification of an address, fax number or (as the
      case may be) e-mail or change of address, fax number or e-mail pursuant to
      Clause 35.2 (Addresses) or changing its own address, fax number or e-mail,
      the Agent shall notify the other parties.

36.   EVIDENCE AND CALCULATIONS

36.1  Accounts

      Accounts  maintained by a Finance Party in connection  with this Agreement
      are prima facie evidence of the matters to which they relate.


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36.2  Certificates and Determinations

      Any  certification or determination by a Finance Party of a rate or amount
      under the Senior Finance  Documents is, in the absence of manifest  error,
      prima facie evidence of the matters to which it relates.

36.3  Calculations

      Interest  and the fees  payable  under  Clause 26.1  (Commitment  Fee) (in
      relation to Tranche A),  accrue from day to day and are  calculated on the
      basis of the actual  number of days elapsed and a year of 360 days,  or in
      the case of fees payable under Clause 26.1  (Commitment  Fee) (in relation
      to Tranche B) and interest payments under Tranche B, 365 days.

37.   LANGUAGE

      (a)   Any notice  given  under or in  connection  with any Senior  Finance
            Document shall be in English.

      (b)   All other documents  provided under or in connection with any Senior
            Finance Document shall be:

            (i)   in English; or

            (ii)  if  not  in  English,   accompanied  by  a  certified  English
                  translation and, in this case, the English  translation  shall
                  prevail  unless the document is a statutory or other  official
                  document.

      (c)   Counterparts of this Agreement shall be executed in both the English
            and the Polish languages.  In the event of any inconsistency between
            the  English  text and the  Polish  text,  the  English  text  shall
            prevail.

38.   JURISDICTION

38.1  Submission

      For the benefit of each Finance Party,  the Obligors agree that the courts
      of England have jurisdiction to settle any disputes in connection with any
      Senior Finance Document and accordingly submits to the jurisdiction of the
      English courts.

38.2  Service of Process

      Without prejudice to any other mode of service, the Borrower:

      (a)   irrevocably  appoints  Clifford  Chance  Secretaries  Limited as its
            agent for service of process in relation to any  proceedings  before
            the English courts in connection  with any Senior Finance  Document;
            and

      (b)   agrees that failure by a process agent to notify the Borrower of the
            process will not invalidate the proceedings concerned; and

      (c)   consents to the service of process  relating to any such proceedings
            by prepaid  posting of a copy of the  process to its address for the
            time being applying under Clause 35.2 (Addresses for notices).


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38.3  Forum Conveniens and Enforcement Abroad

      The Borrower:

      (a)   waives  objection to the English  courts on grounds of  inconvenient
            forum or  otherwise  as regards  proceedings  in  connection  with a
            Senior Finance Document; and

      (b)   agrees  that a judgment or order of an English  court in  connection
            with a Senior  Finance  Document is conclusive and binding on it and
            may be enforced against it in the courts of any other jurisdiction.

38.4  Non-exclusivity

      Nothing  in this  Clause 38 limits  the right of a Finance  Party to bring
      proceedings  against  an  Obligor in  connection  with any Senior  Finance
      Document:

      (a)   in any other court of competent jurisdiction; or

      (b)   concurrently in more than one jurisdiction.

38.5  Arbitration

      Notwithstanding Clauses 38.1 (Submission) to 38.4 (Non-exclusivity):

      (a)   all the Parties agree that if all the Banks so require; and

      (b)   for the  benefit  of each  Bank,  the  Borrower  agrees if a Bank so
            requires,

      any dispute arising out of or in connection with a Senior Finance Document
      (including any question regarding its existence,  validity or termination)
      shall be referred to and finally  resolved by arbitration  under the Rules
      of the London Court of International Arbitration (the "Rules") which rules
      are deemed to be  incorporated  by reference  into this Clause  38.5.  The
      Tribunal shall consist of a sole  arbitrator  agreed upon by the Borrower,
      the Agent and the Banks in  writing  (subject  to the Rules) or, if not so
      agreed  within 21 days of the Banks or a Bank  requiring the dispute to be
      referred to arbitration,  a sole  arbitrator  appointed in accordance with
      the  Rules.  The place of any such  arbitration  shall be  London  and the
      language English.

39.   Waiver of Immunity

      The Borrower irrevocably and unconditionally:

      (a)   agrees  that  if  a  Finance   Party  brings   proceedings   in  any
            jurisdiction  against  it or its  assets  in  relation  to a  Senior
            Finance  Document,  no immunity from those  proceedings  (including,
            without  limitation,  suit,  attachment  prior  to  judgment,  other
            attachment,   the   obtaining  of   judgment,   execution  or  other
            enforcement)  will be  claimed  by or on  behalf  of  itself or with
            respect to its assets;

      (b)   waives any such right of immunity  which it or its assets now has or
            may subsequently acquire to the fullest extent permitted by the laws
            of such jurisdiction; and

      (c)   consents  generally in respect of any such proceedings to the giving
            of any relief or the issue of any process in  connection  with those
            proceedings,  including, without limitation, the making, enforcement
            or execution against any assets whatsoever  (irrespective of its use
            or intended use) of any order or judgment which may be made or given
            in those proceedings.

      In furtherance of the foregoing the Borrower  represents and warrants that
      this  Agreement  and the  incurring  by the  Borrower of the  Tranches are
      commercial rather than public or governmental acts and


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      that the Borrower is not entitled to claim immunity from legal proceedings
      with respect to itself or any of its assets on the grounds of  sovereignty
      or otherwise under any law or in any  jurisdiction  where an action may be
      brought for the  enforcement  of any of the  obligations  arising under or
      relating to this Agreement.  To the extent that the Borrower or any of its
      assets has or hereafter  may acquire any right to immunity  from  set-off,
      legal  proceedings,  attachment  prior to judgment,  other  attachment  or
      execution  of judgment on the grounds of  sovereignty  or  otherwise,  the
      Borrower hereby  irrevocably  waives such rights to immunity in respect of
      its obligations arising under or relating to this Agreement.

40.   GOVERNING LAW

      This  Agreement  shall be governed by and  construed  in  accordance  with
      English law.

41.   THIRD PARTIES

      A person  who is not a party to this  Agreement  has no  right  under  the
      Contracts  (Rights of Third  Parties)  Act 1999 to enforce or to enjoy the
      benefit of any terms of this Agreement.

IN WITNESS  WHEREOF the parties to this  Agreement have caused this Agreement to
be duly executed on the date first written above.


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                                   SCHEDULE A

                                      BANKS

 Bank                                 Tranche A     Tranche B        Zloty
                                      Commitment    Commitment       Limit
                                      (euro)        (euro)           PLN

 Tranche A Banks

 Mizuho Band Nederland N.V.       (euro)5,000,000
 Bank Austria Aktiengesellschaft        7,500,000
 The Royal Bank of Scotland plc         7,500,000


 Total Tranche A Commitments:   (euro)20,000,000

 Tranche B Banks

 Deutsche Bank Polska S.A.                    (euro)500,000       PLN1,926,800
 Kredyt Bank S.A.                                   15,500,000       59,730,800
 ING Bankael(1)ski S.A.                             9,000,000        34,682,400
 ING Bank N.V., Warsaw Branch                       9,000,000        34,682,400
 Westdeutsche Landesbank Polska                     7,500,000        28,902,000
 S.A.                                               7,500,000        28,902,000
 LG Petro Bank S.A.                                 14,500,000       55,877,200
 BIG Bank GDANSKI S.A.                              12,000,000       46,243,200
 Bank Ochronyaerodowiska S.A.                       14,500,000       55,877,200
 Powszechny Bank Kredytowy S.A. w
 Warszawie                                          24,000,000       92,486,400
 Bank Przemys(3)owo-Handlowy S.A.                   5,000,000        19,268,000
 Bank Gospodarki -wynooeciowej S.A.                 11,000,000       42,389,600
 BRE Bank S.A.

 Total Tranche B Commitments:                 (euro)130,000,000   PLN500,968,000


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                                   SCHEDULE B

                                   GUARANTORS


PTC International Finance B.V.

PTC International Finance (Holding) B.V.

PTC International Finance II S.A.


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                                   SCHEDULE C

                          FORM OF TRANSFER CERTIFICATE

DATED [            ]


BETWEEN

(1)   [               ](the "Transferor") of [               ]; and

(2)   [               ](the "Transferee") of [               ].

                       POLSKA TELEFONIA CYFROWA SP. Z O.O.
           (euro)100,000,000 Credit Agreement dated 20 February, 2001

NOW IT IS HEREBY AGREED as follows:

1.    DEFINITIONS AND INTERPRETATIONS

1.1   Definitions

      "Credit  Agreement" means the facility  agreement dated 20 February,  2001
      between  Polska  Telefonia  Cyfrowa Sp. z o.o.,  the Guarantors as defined
      therein,  the Arrangers as defined therein,  the Banks as defined therein,
      Deutsche  Bank AG London,  Deutsche  Bank Polska S.A.  and  Dresdner  Bank
      Luxembourg,  S.A. as Lead Arrangers,  Deutsche Bank  Luxembourg,  S.A., as
      Agent, and Deutsche Bank Polska S.A., as Security Agent.

      "Effective Date" means [             ].

      "Transferred   Advances"  means  a  principal   amount  of  the  following
      Utilisations:

      [describe Advances, amount, Interest Periods, Tranche etc].

      "Transferred  Commitment" means [so far as concerns Tranche A (euro)[  ]],
      and so far as concerns Tranche B, (euro)[  ]].

      ["Transferred Zloty Limit" means [       ].]

1.2   Interpretation

      In this Transfer  Certificate terms defined in the Credit Agreement shall,
      unless otherwise  defined herein or the context otherwise  requires,  have
      the same meaning.

2.    ASSIGNMENT AND TRANSFER

      With effect on and from the Effective Date:

      (a)   the  Transferor  hereby  assigns and transfers to the Transferee its
            rights to and obligations in relation to the  Transferred  Advances,
            [and]  the  Transferred   Commitments  [and  the  Transferred  Zloty
            Limit](1) under the Credit  Agreement  together with its obligations
            in  relation  to the  Transferred  Commitments  and all  rights  and
            benefits under the Senior Finance Documents relevant thereto; and

----------
(1) N.B. - Use only for Tranche B during Availability Period


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      (b)   the  Transferee  will  become  a  party  to the  Collateral  Sharing
            Intercreditor Agreement as a Supplemental Bank Finance Party.

3.    NOTICE OF TRANSFER

      The  parties  hereto  agree that a notice of  transfer  in the form of the
      Annexure  shall,  following  execution of this  Agreement,  be sent to the
      Borrower and the Agent.

4.    APPLICABLE LAW

      This Transfer  Certificate shall be governed by and construed with English
      law.

5.    TRANSFEREE REPRESENTATIONS

      The Transferee hereby:

      (a)   represents to the Agent that on the  Effective  Date, in relation to
            the Tranches, it is either:

            (i)   not  resident  in the United  Kingdom  for United  Kingdom tax
                  purposes; or

            (ii)  a  bank  as  defined  in  section   840A  of  the  Income  and
                  Corporation Taxes Act 1988 and resident in the United Kingdom;
                  and

            beneficially  entitled to the principal and interest  payable by the
            Agent to it under this  Agreement  and,  if it is able to make those
            representations  on the Effective Date,  shall forthwith  notify the
            Agent if either representation ceases to be correct;

      (b)   confirms  that it has  received  from the  Transferor  a copy of the
            Credit Agreement  together with such other documents and information
            as it has requested in connection with this Transfer Certificate;

      (c)   without affecting the  responsibility of any Obligor for information
            supplied  by it or on its  behalf  in  connection  with  any  Senior
            Finance Document, the Transferee confirms that it:

            (i)   has made its own independent  investigation  and assessment of
                  the financial  condition and affairs of the Obligors and their
                  related  entities in connection with its  participation in the
                  Credit  Agreement  and  has  not  relied  exclusively  on  any
                  information  provided to it by the Agent,  the Security Agent,
                  any Lead  Arranger  or any  Arranger  in  connection  with any
                  Senior Finance Document; and

            (ii)  will  continue to make its own  independent  appraisal  of the
                  creditworthiness  of the Obligors and their  related  entities
                  while any  amount is or may be  outstanding  under the  Senior
                  Finance Documents or any Commitment is in force; and

      (d)   represents  and warrants to the  Transferor and all other parties to
            the Credit  Agreement that it has the power to become a party to the
            Credit Agreement and the Collateral Sharing Intercreditor  Agreement
            as a "Bank" and a "Supplemental  Bank Finance Party",  respectively,
            on the terms herein and therein set out and has taken all  necessary
            steps  to  authorise   execution   and  delivery  of  this  Transfer
            Certificate.

6.    TRANSFEREE COVENANTS

      The Transferee hereby undertakes with the Transferor and all other parties
      to the Credit Agreement that:


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      (a)   it will perform in accordance  with its terms all those  obligations
            which, by the terms of the Credit  Agreement,  will be assumed by it
            following delivery of this Transfer Certificate to the Agent; and

      (b)   it will comply with its  obligations  under the  Collateral  Sharing
            Intercreditor Agreement as a Supplemental Bank Finance Party.

7.    EXCLUSION OF TRANSFEROR'S LIABILITIES

      Neither   the   Transferor   nor  any  other   Finance   Party  makes  any
      representation or warranty or assumes any responsibility with respect to:

      (a)   the execution, genuineness,  validity, enforceability or sufficiency
            of any Senior Finance Document or any other document;

      (b)   the  collectability  of amounts  payable  under any  Senior  Finance
            Document; or

      (c)   the accuracy of any statements  (whether written or oral) made in or
            in connection with any Senior Finance Document.

8.    NOVATION

      Upon receipt of this Transfer Certificate by the Agent the Transferee will
      become  a  party  to the  Credit  Agreement  and  the  Collateral  Sharing
      Intercreditor  Agreement,  on and with effect from the  Effective  Date in
      substitution   for  the  Transferor  with  respect  to  those  rights  and
      obligations  which by the terms of the Credit  Agreement,  the  Collateral
      Sharing Intercreditor  Agreement and this Transfer Certificate are assumed
      by the Transferee and the Transferor is accordingly released from all such
      obligations.

IN  WITNESS   whereof  the  parties  hereto  have  entered  into  this  Transfer
Certificate on the date stated at the head of this Transfer Certificate.

Transferor

[                       ]

By:


Transferee

[                       ]

By:


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--------------------------------------------------------------------------------


*[Borrower
POLSKA TELEFONIA CYFROWA SP. Z O.O.

By:]

[Without  prejudice to the foregoing  execution of this Transfer  Certificate by
the parties  hereto,  [Name of  Transferee]  hereby  expressly and  specifically
confirms its  agreement  with the  granting of  jurisdiction  to English  courts
provided  for in the Credit  Agreement,  the  Collateral  Sharing  Intercreditor
Agreement and in any other Senior Finance Documents,  for the purpose of Article
1 of  the  Protocol  annexed  to the  Convention  on the  Jurisdiction  and  the
Enforcement of Judgments in Civil and  Commercial  Matters signed at Brussels on
27 September, 1968, as amended.


For [Name of Transferee]


By:________________________

Name:
Title:]**


----------
*     Required in the event of a transfer to Transferee that is not a Bank or an
      Affiliate  of the  Transferor;  provided,  however,  that  the  Borrower's
      consent  shall not be  required  if the  Borrower  fails to  respond  to a
      request  for its consent  within 10  Business  Days after the date of this
      Transfer  Certificate,  the  Borrower  shall be deemed  to have  given its
      consent.

**    Required in the event of a transfer to Transferee  that is incorporated in
      Luxembourg.


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--------------------------------------------------------------------------------


                                    ANNEXURE

                    NOTICE OF TRANSFER TO BORROWER AND AGENT


To:   POLSKA TELEFONIA CYFROWA SP. Z O.O. (the "Borrower")

      DEUTSCHE BANK LUXEMBOURG, S.A.

      DEUTSCHE BANK POLSKA S.A.


[               ]  (the  "Transferor") and  [              ]  (the "Transferee")
hereby give notice that  pursuant to the terms of a transfer  certificate  dated
[           ],  (the "Transfer  Certificate") a copy of which is enclosed,  made
between the Transferor and the Transferee relating to a facility agreement dated
20 February,  2001 (the "Credit Agreement") between the Borrower,  Deutsche Bank
AG London Branch,  Deutsche Bank Polska S.A. and Dresdner Bank Luxembourg,  S.A.
as Lead  Arrangers,  the  Arrangers  named  therein,  the Banks  named  therein,
Deutsche  Bank  Luxembourg,  S.A. as Agent,  and Deutsche  Bank Polska S.A.,  as
Security  Agent,  the Transferor has, with effect from [       ] (the "Effective
Date") effected the transfer stated in the Transfer Certificate.  The Transferee
agrees,  with  effect  from the  Effective  Date,  to be bound by the  terms and
conditions of the Senior  Finance  Documents as if it had been an original party
to the Credit Agreement as a Bank with a participation in the Utilisations equal
to the Transferred  Advances,  [and] with the Transferred  Commitments [and with
the Zloty Limit(2)] stated in the Transfer Certificate.

Dated [          ]

By:


By:


----------
(2) N.B. - Use only for Tranche B during Availability Period


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                                   SCHEDULE D

                               SECURITY DOCUMENTS

1.    The Asset Pledge.

2.    Registration of security over Intellectual Property Rights of the Borrower
      at the Patent Office in Poland.

3.    Pledge agreements in respect of the receivables of each of the Issuers and
      PTC  International  Finance  (Holding)  B.V.  in the agreed form signed by
      relevant Issuer and PTC International  Finance (Holding) B.V. in favour of
      Deutsche Bank Polska S.A. as Security Agent:

      (a)   Deed of Pledge of Accounts  Receivable of PTC International  Finance
            (Holding) B.V. and PTC International Finance B.V.; and

      (b)   Deed of Pledge of Accounts  Receivable of PTC International  Finance
            II S.A.

4.    Subordination Agreements in the agreed form:

      (a)   signed by the Borrower and PTC International  Finance (Holding) B.V.
            in favour of Deutsche Bank Polska S.A. as Security Agent;

      (b)   signed  by  PTC   International   Finance  (Holding)  B.V.  and  PTC
            International Finance II S.A. in favour of Deutsche Bank Polska S.A.
            as Security Agent; and

      (c)   signed by PTC International  Finance B.V. and the Borrower in favour
            of Deutsche Bank Polska S.A. as Security Agent.

5.    Pledge  over the  shares  of each  Issuer  and PTC  International  Finance
      (Holding)  B.V. in the agreed form  executed by the  Borrower in favour of
      Deutsche Bank Polska S.A. as Security Agent:

      (a)   Share Pledge Agreement over the shares of PTC International  Finance
            B.V. and PTC International  Finance (Holding) B.V. from the Borrower
            in favour of Deutsche Bank Polska S.A. and

      (b)   Share Pledge Agreement over the shares of PTC International  Finance
            II S.A. from PTC  International  Finance (Holding) B.V. in favour of
            Deutsche Bank Polska S.A.

6.    A Pledge  over cash in the agreed  form in  respect of the moneys  held on
      bank accounts established after the date hereof in favour of Deutsche Bank
      Polska S.A. as Security Agent.

7.    Mortgages  over any real property  having a fair market value in excess of
      (euro)3,000,000 as determined by an independent market consultant approved
      by the  Agent  owned by the  Borrower  or any of its  Subsidiaries  in the
      agreed form.

8.    Ordinary Share Pledges.

9.    Registered Share Pledges.

10.   The Bank Account Side Letter.


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                                   SCHEDULE E

                        DOCUMENTARY CONDITIONS PRECEDENT


The Borrower

1.    Documents,  dated  no  earlier  than 30  days  prior  to the  date of this
      Agreement, necessary for demonstrating the capability and authorisation of
      the Borrower to execute and perform this Agreement including:

      (a)   notarised  copy  of  the  Borrower's   Limited   Liability   Company
            Agreement;

      (b)   an original or  notarised  copy of the  Borrower's  extract from the
            commercial register not older than one month; and

      (c)   originals or notarised  copies of all other documents  demonstrating
            changes in any circumstances  attested to by the documents  referred
            to in this paragraph if such circumstances have any influence on the
            capability  or  authorisation  of the Borrower to execute or perform
            the Senior Finance Documents.

2.    (a)   A copy of a  resolution  of the  management  board  of the  Borrower
            approving the terms of, and the  transactions  contemplated  by, the
            Senior Finance Documents.

      (b)   A copy of a  resolution  of the  supervisory  board of the  Borrower
            approving the terms of, and the  transactions  contemplated  by, the
            Senior Finance Documents.

      (c)   A copy of a resolution  of the  management  board of the Borrower to
            the  effect  that  they  have  in good  faith  determined  that  any
            encumbrance or restriction contained in the Subordination  Agreement
            dated as of 23rd  November  1999 between PTC  International  Finance
            (Holding)  B.V. and PTC  International  Finance II, S.A., as amended
            and re-executed as of the date hereof, are no less favourable in any
            material  respect,  taken as a whole, to the holders of each of: (i)
            the $253,203,000  10-3/4% senior  subordinated  guaranteed  discount
            notes due 2007 issued by PTC  International  Finance B.V.,  (ii) the
            $150,000,000  11-1/4% senior subordinated  guaranteed notes due 2009
            issued  by  PTC   International   Finance  II  S.A.  and  (iii)  the
            (euro)300,000,000  11-1/4% senior subordinated  guaranteed notes due
            2009  issued  by  PTC  International  Finance  II  S.A.  than  those
            encumbrances  and  restrictions   contained  in  such  Subordination
            Agreement prior to such amendment and  re-execution,  as required by
            Section 4.11(a)(v) of each of the indentures  referred to in clauses
            (a) and (f) of the High Yield Debt Documents.

3.    A specimen of the  signature of each person  authorised to sign the Senior
      Finance  Documents on behalf of the  Borrower and to sign and/or  despatch
      all documents  and notices to be signed and/or  despatched by the Borrower
      under or in connection with the Senior Finance Documents.

4.    (a)   A certificate  of a member of the  management  board of the Borrower
            certifying that the incurrence of Utilisations  will be permitted in
            accordance  with  Sections  4.09 and 4.16 of each of the  indentures
            dated 23rd November, 1999 between PTC International Finance II S.A.,
            PTC  International  Finance  (Holding)  B.V., the Borrower and State
            Street Bank and Trust  Company,  as trustee (the "1999  Indentures")
            and the  indenture  dated 1st July,  1997 between PTC  International
            Finance B.V., the Borrower, and The Bank of New York as trustee (the
            "1997 Indenture").

      (b)   A certificate of an authorised signatory of the Borrower certifying:

            (i)   that each of PTC International Finance B.V., PTC International
                  Finance II S.A. and PTC  International  Finance (Holding) B.V.
                  is a  "Restricted  Subsidiary"  as defined in each of the 1999
                  Indentures and the 1997 Indenture; and


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            (ii)  that each copy document  delivered under paragraphs 1, 2 and 3
                  above is correct,  complete and in full force and effect as at
                  a date no earlier than the date of this Agreement.

PTC International Finance B.V.

5.    A copy of the constitutional documents of PTC International Finance B.V.

6.    A copy of a  resolution  of the board of  directors  of PTC  International
      Finance B.V. approving the terms of, and the transactions contemplated by,
      the Senior Finance Documents to which it is a party.

7.    A  specimen  of the  signature  of each  person  authorised  to  sign  the
      documents  referred to in paragraph 6 above on behalf of PTC International
      Finance B.V. and to sign and/or  despatch all  documents and notices to be
      signed and/or  despatched by PTC  International  Finance B.V.  under or in
      connection with those documents.

8.    A  certificate  of an  authorised  signatory  of  PTC  International  B.V.
      certifying that each copy document  delivered under  paragraphs 5, 6 and 7
      above is  correct,  complete  and in full force and effect as at a date no
      earlier than the date of this Agreement.

PTC International Finance II S.A.

9.    A copy of the  constitutional  documents of PTC  International  Finance II
      S.A.

10.   A copy of a  resolution  of the board of  directors  of PTC  International
      Finance II S.A. approving the terms of, and the transactions  contemplated
      by, the Senior Finance Documents to which it is a party.

11.   A  specimen  of the  signature  of each  person  authorised  to  sign  the
      documents referred to in paragraph 10 above on behalf of PTC International
      Finance II S.A. and to sign and/or  despatch all  documents and notices to
      be signed and/or despatched by PTC International  Finance II S.A. under or
      in connection with those documents.

12.   A certificate of an authorised  signatory of PTC International  Finance II
      S.A.  certifying that each copy document  delivered under paragraphs 9, 10
      and 11 above is  correct,  complete  and in full  force and effect as at a
      date no earlier than the date of this Agreement.

PTC International Finance (Holding) B.V.

13.   A copy  of the  constitutional  documents  of  PTC  International  Finance
      (Holding) B.V.

14.   A copy of a  resolution  of the board of  directors  of PTC  International
      Finance  (Holding)  B.V.  approving  the  terms of,  and the  transactions
      contemplated by, the Senior Finance Documents to which it is a party.

15.   A  specimen  of the  signature  of each  person  authorised  to  sign  the
      documents referred to in paragraph 14 above on behalf of PTC International
      Finance  (Holding)  B.V.  and to sign and/or  despatch all  documents  and
      notices  to be  signed  and/or  despatched  by PTC  International  Finance
      (Holding) B.V. under or in connection with those documents.

16.   A certificate  of an  authorised  signatory of PTC  International  Finance
      (Holding)  B.V.   certifying  that  each  copy  document  delivered  under
      paragraphs 13, 14 and 15 above is correct,  complete and in full force and
      effect as at a date no earlier than the date of this Agreement.

Miscellaneous

17.   Legal opinions from each of:

      (a)   Shearman & Sterling;

      (b)   Soltysinski, Kawecki & Szlezak;

      (c)   Nauta Dutilh; and

      (d)   Elvinger, Hoss & Prussen.


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                                      110
--------------------------------------------------------------------------------


18.   The Fee Letters duly executed in the agreed form.

19.   National  Bank of Poland  permit  for the  Borrower  to  borrow  and repay
      Utilisations  and all  other  amounts  payable  under the  Senior  Finance
      Documents in the currency in which they are due.

20.   The Business Plan in the agreed form.

21.   The Hedging Policy in the agreed form.

22.   Certified  copies  of the GSM  Licence,  the  DCS-1800  Licence,  the UMTS
      Licence and the supply  agreements  referred to in paragraphs (c), (d) and
      (e) of the  definition  of  "Material  Contracts"  in Clause 1.1  (Defined
      terms).

23.   Certified  copies of the duly  executed  interconnection  agreements  with
      Telekomunikacja Polska Spo(3)ka Akcyjna,  Polkomtel S.A. and PTK Centertel
      in form and substance reasonably satisfactory to the Agent.

24.   Evidence of the irrevocable  acceptance of the person appointed as process
      agent under  Clause 38.2  (Service of process) to act as agent for service
      of process.

25.   Execution of each Security  Document  listed in Schedule D by the Obligors
      party thereto other than (i)  mortgages,  (ii) the Ordinary Share Pledges,
      (iii)  pledges  over cash in respect of moneys held on bank  accounts  and
      (iv) the Registered Share Pledges which shall be in the agreed form.

26.   Collateral Sharing  Intercreditor  Agreement duly executed in the form set
      forth at Schedule M.

27.   A copy of any other governmental or other authorisation, approval or other
      document,  opinion or assurance,  including without  limitation a document
      evidencing  approval  by  the  Shareholders,  necessary  or  desirable  in
      connection with the entry into and  performance  of, and the  transactions
      contemplated  by, any Senior  Finance  Document  or for the  validity  and
      enforceability of any Senior Finance Document.

28.   [intentionally omitted]

29.   A search in respect of each member of the Group at the register of pledges
      maintained by the Warsaw court,  the Central  Registry of Treasury Pledges
      in Poland, the Commercial Register of the Chamber of Commerce and Industry
      of Amsterdam, and the Greffe de la 2e section du Tribunal d'Arrondissement
      de et a Luxembourg showing,  inter alia, no Security Interests over any of
      its  assets  (other  than  any  permitted  under  this  Agreement)  and no
      appointment of a receiver, liquidator or administrator or the presentation
      of any petition in respect of any of the same.

30.   Evidence that the insurances  required to be taken out in accordance  with
      Clause 19.23  (Insurance) of this Agreement have been taken out and are in
      full force and  effect in the form of a  confirmation  in the agreed  form
      from the relevant insurers.

31.   An instruction  to the Agent that all fees payable in accordance  with the
      Fee Letters and all other fees,  costs and  expenses  (including,  without
      limitation, legal fees and all costs of registration,  property transfers,
      security or otherwise)  details of which are known at the Signing Date may
      be deducted from the first Advance under this Agreement.

32.   Evidence reasonably  satisfactory to the Agent that the facility agreement
      dated 17th  December,  1997  between the  Borrower,  the  arrangers  named
      therein, the banks named therein, Citibank International plc as Facility A
      Agent and Security Agent,  Citibank  (Poland) S.A. as Facility B Agent and
      Security  Agent and  Citibank  N.A.  as  Co-ordinator  will be repaid  and
      cancelled,  all pledges of collateral  thereunder will be promptly deleted
      from the register of pledges  maintained  by the Warsaw court and Citibank
      International  plc as  Facility  A Agent and  Citibank  (Poland)  S.A.  as
      Facility B Agent will issue final and  unconditional  acknowledgements  of
      discharge  of all  obligations  secured by such pledges by way of a payoff
      letter in the agreed form and releases in the agreed form.

33.   A compliance certificate in the form set forth at Schedule J.

34.   The executed Side Letter from Elektrim S.A. to the Agent.

35.   A side  letter from the  Shareholders  to the Agent,  in the agreed  form,
      providing  that the  Shareholders  notify  the Agent  upon a pledge of the
      Shares by any Shareholders.

36.   Certified  executed  copies of each of the Main  Facility  Senior  Finance
      Documents.


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                                      111
--------------------------------------------------------------------------------

                                   SCHEDULE F

                           EXISTING SECURITY INTERESTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Persons
                                                                                                    Description of     Entitled to
Name of Company                   Property Charged                Date of creation                  Charge             the Charge
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                             <C>                               <C>                <C>
1.  Polska  Telefonia  Cyfrowa    Assets of Polska  Telefonia     15 April 1998                     Registered         Citibank
    Sp. z o.o.                    Cyfrowa Sp. z o.o.                                                Pledge             (Poland) S.A.
------------------------------------------------------------------------------------------------------------------------------------
                                  Shares and future shares in
2.  Elektrim S.A.                 Polska  Telefonia   Cyfrowa     14 September 1998 (pledge over    Registered         Citibank
                                  Sp. z o.o.                      shares and future shares)         Pledge             (Poland) S.A.
------------------------------------------------------------------------------------------------------------------------------------
3.  BRE Bank S.A.                 Shares and future shares in     21  April  1998  (pledge  over    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     shares)   (on  12  June   2000    Pledge             (Poland) S.A.
                                  Sp. z o.o.                      Elektrim S.A. was entered as a
                                                                  pledgor  in  the  Register  of
                                                                  Pledges)

                                                                  13  May  1999   (pledge   over
                                                                  future    shares)    (on    24
                                                                  September  1999  Elektrim S.A.
                                                                  submitted  an  application  to
                                                                  change   the   entry   in  the
                                                                  Register of Pledges)
------------------------------------------------------------------------------------------------------------------------------------
4.  Carcom Warszawa Sp. z o.o.    Shares and future shares in     7  April  1998   (pledge  over    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     shares)                           Pledge             (Poland) S.A.
                                  Sp. z o.o.
                                                                  29  May  1999   (pledge   over
                                                                  future shares)
------------------------------------------------------------------------------------------------------------------------------------
5.  De Te Mobil                   Shares and future shares in     Registered   pledge  agreement    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     was signed on 30 January  1998    Pledge             (Poland) S.A.
                                  Sp. z o.o.                      but the pledges  have not been
                                                                  registered yet
------------------------------------------------------------------------------------------------------------------------------------
6.  Elektrim Autoinvest S.A.      Shares and future shares in     Registered   pledge  agreement    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     was signed on 15 January  1998    Pledge             (Poland) S.A.
                                  Sp. z o.o.                      but the pledges  have not been
                                                                  registered yet
------------------------------------------------------------------------------------------------------------------------------------
7.  Kulczyk Holding S.A.          Shares and future shares in     The     registered      pledge    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     agreement  was  signed  on  15    Pledge             (Poland) S.A.
                                  Sp. z o.o.                      January  1998  but the  pledge
                                                                  over   shares   has  not  been
                                                                  registered    yet.    On    24
                                                                  September  1999  Elektrim S.A.
                                                                  submitted  an  application  to
                                                                  change   the   entry   in  the
                                                                  Register of Pledges.
                                                                  The pledge over future  shares
                                                                  was   registered  on  24  June
                                                                  1998.  On  24  September  1999
                                                                  Elektrim  S.A.   submitted  an
                                                                  application   to  change   the
                                                                  entry  in  the   Register   of
                                                                  Pledges.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                      112
--------------------------------------------------------------------------------


<TABLE>
<S>                               <C>                             <C>                               <C>                <C>
------------------------------------------------------------------------------------------------------------------------------------
8.  Polpager Sp. z o.o.           Shares and future shares in     2  July  1998   (pledge   over    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     shares)                           Pledge             (Poland) S.A.
                                  Sp. z o.o.
                                                                  28 October  1998  (pledge over
                                                                  future shares)
------------------------------------------------------------------------------------------------------------------------------------
9.  TUiR Warta S.A.               Shares and future shares in     16  March  1999  (pledge  over    Registered         Citibank
                                  Polska  Telefonia   Cyfrowa     shares)                           Pledge             (Poland) S.A.
                                  Sp. z o.o.
                                                                  (On 24 September 1999 Elektrim
                                                                  S.A.  submitted an application
                                                                  to  change  the  entry  in the
                                                                  Register of Pledges.)

                                                                  6 January  1999  (pledge  over
                                                                  new shares) (Elektrim S.A. was
                                                                  entered  as a  pledgor  in the
                                                                  Register of Pledges)
------------------------------------------------------------------------------------------------------------------------------------
10. Media    One   (US    West    Shares and future shares in     The     registered      pledge    Registered         Citibank
    International B.V.)           Polska  Telefonia   Cyfrowa     agreement  was  signed  on  29    Pledge             (Poland) S.A.
                                  Sp. z o.o.                      January  1998 but the  pledges
                                                                  have not been registered yet
------------------------------------------------------------------------------------------------------------------------------------
11. Drugi    Polski    Fundusz    Future   shares  in  Polska     18 May 2000                       Registered         Citibank
    Rozwoju BRE                   Telefonia   Cyfrowa  Sp.  z                                       Pledge             (Poland) S.A.
                                  o.o.                            (On 24 September 1999 Elektrim
                                                                  S.A.  submitted an application
                                                                  to  change  the  entry  in the
                                                                  Register of Pledges.)
------------------------------------------------------------------------------------------------------------------------------------
12. PTC International  Finance    Present and future accounts     17.12.97                          First priority     Citibank N.A.
    B.V.                          receivable                                                        right of pledge
------------------------------------------------------------------------------------------------------------------------------------
13. Polska  Telefonia  Cyfrowa    Present  and future  shares     17.12.97                          First right of     Citibank N.A.
    Sp. z o.o.                    in    PTC     International                                       pledge
                                  Finance B.V.
------------------------------------------------------------------------------------------------------------------------------------
14. Polska  Telefonia  Cyfrowa    Deposit moneys                  17.12.97                          Charge and         Citibank N.A.
    Sp.   z   o.o.   and   PTC                                                                      assignment
    International Finance
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                      113
--------------------------------------------------------------------------------


<TABLE>
<S>                               <C>                             <C>                               <C>                <C>
------------------------------------------------------------------------------------------------------------------------------------
15. PTC International  Finance    Accounts                        17.12.97                          First priority     Citibank N.A.
    B.V.                                                                                            right of pledge
------------------------------------------------------------------------------------------------------------------------------------
16. PTC International  Finance    Present  and future  shares     23.11.99                          Pledge             Citibank N.A.
    (Holding) B.V.                in    PTC     International
                                  Finance II S.A.
------------------------------------------------------------------------------------------------------------------------------------
17. PTC International  Finance    Present and future accounts     23.11.99                          First priority     Citibank N.A.
    (Holding) B.V.                receivable                                                        right of pledge
------------------------------------------------------------------------------------------------------------------------------------
18. PTC International  Finance    Receivables                     23.11.99                          First priority     Citibank N.A.
    (Holding) B.V.                                                                                  right of pledge
------------------------------------------------------------------------------------------------------------------------------------
19. PTC International  Finance    All monies and  present and     23.11.99                          Pledge             Citibank N.A.
    II S.A.                       future    assets   in   the
                                  account
------------------------------------------------------------------------------------------------------------------------------------
20. PTC International  Finance    Accounts receivable             23.11.99                          Pledge             Citibank N.A.
    II S.A.
------------------------------------------------------------------------------------------------------------------------------------
21. Polska  Telefonia  Cyfrowa    Present  and future  shares     23.11.99                          First priority     Citibank N.A.
    Sp. z o.o.                    in    PTC     International                                       right of pledge
                                  Finance (Holding) B.V.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                   SCHEDULE G

                              ADDITIONAL COSTS RATE

1.    The Additional Costs Rate shall be:

      for all  Banks,  the  rate  determined  by the  Agent  to be  equal to the
      arithmetic mean (rounded upwards, if necessary, to four decimal places) of
      the rates notified by each of the Banks in accordance  with its respective
      status weighted in proportion to the percentage participation of that Bank
      in the  related  Advance  to the  Agent  as the  rate  resulting  from the
      application (as appropriate) of the following formulae:
            in relation to Sterling Advances:

                                 XL + S(L-D) + (E x 0.01)
                                 ------------------------
                                       100 - (X+S)

            in relation to other Advances:

                                        E x 0.01
                                        --------
                                          300

            where, in each case, on the day of application of a formula:

            X     is the  percentage of Eligible  Liabilities  (in excess of any
                  stated  minimum) by  reference  to which that Bank is required
                  under or  pursuant to the Bank of England Act 1998 to maintain
                  cash ratio deposits with the Bank of England;

            L     is the percentage  rate of interest  (excluding the Applicable
                  Margin and any amounts  compensated under the Additional Costs
                  Rate) payable for the relevant Interest Period on the Advance;

            E     is the  rate of  charge  being  payable  by  that  Bank to the
                  Financial  Services  Authority  ("FSA")  pursuant to paragraph
                  2.02 or 2.03 (as the case may be) of the Fees Regulations (but
                  where, for this purpose,  the figures at paragraph 2.02(b) and
                  2.03(b)  of the Fees  Regulations  shall be deemed to be zero)
                  and  expressed in pounds per (pound)1  million of the Fee Base
                  of that Lender;

            S     is the level of interest bearing Special  Deposits,  expressed
                  as a percentage  of Eligible  Liabilities,  which that Bank is
                  required to  maintain by the Bank of England (or other  United
                  Kingdom governmental authorities or agencies); and

            D     is the  percentage  rate  per  annum  payable  by the  Bank of
                  England to that Bank on Special Deposits.

            (X, L, S and D shall be  expressed in the formula as numbers and not
            as percentages. A negative result obtained from subtracting D from L
            shall be counted as zero).

2.    For the purposes of this Schedule G:-

      "Eligible  Liabilities" and "Special  Deposits" have the meanings given to
      those  terms  under or  pursuant to the Bank of England Act 1998 or by the
      Bank of England (as may be appropriate),  on the day of the application of
      the formula;


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      "Fee Base" has the  meaning  given to that term for the  purposes  of, and
      shall be calculated in accordance with, the Fees Regulations;

      "Fees Regulations" means, as appropriate, either:

      (a)   the Banking Supervision (Fees) Regulations 1998; or

      (b)   such regulations as from time to time may be in force, relating to
            the payment of fees for banking supervision in respect of periods
            subsequent to 31 March 1999.

3.    The  Additional  Costs Rate shall be  calculated at or about 11.00 a.m. on
      the  first  day of each  Interest  Period  and for  the  duration  of such
      Interest  Period  and shall be payable  on the date on which  interest  is
      payable in respect of the relevant Advance in accordance with the terms of
      this Agreement.

4.    Each Bank shall determine the Additional  Costs Rate by application of the
      relevant  formula  set out in  paragraph  1 above on the first day of each
      Interest Period and shall notify the Agent of such  determination  as soon
      as it has been made.  Promptly upon receipt of notifications  from each of
      the Banks,  the Agent shall  calculate the  Additional  Costs Rate for the
      purposes of this Agreement as a weighted average of the Banks'  Additional
      Cost Rates (weighted in proportion to the percentage participation of each
      Bank in the relevant Advance) expressed as a percentage rate per annum.

5.    In the event that there is any change in applicable law or regulation,  or
      the interpretation  thereof,  by any agency of any state, or in the nature
      of any request or requirement  by the Financial  Services  Authority,  the
      Bank of England, or other applicable banking or regulatory authority,  the
      effect of which is to impose,  modify or deem  applicable  any fees or any
      reserve, special deposit, liquidity or similar requirements against assets
      held by, or deposits  in, or for the account of, or advances by the Banks,
      or in any other  respect  whatsoever,  the Agent shall be entitled to vary
      the  formula  set  forth in  paragraph  1 above so as (but  only so as) to
      restore the Banks' position - in terms of overall return to the Banks - to
      that which prevailed before such change became necessary.  The Agent shall
      notify the Borrower of any such necessary variation to the formula and the
      formula,  as so varied,  shall be the  formula  for the  purposes  of this
      Agreement with effect from the date of notification.


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                                   SCHEDULE H

                         FORM OF REQUEST FOR AN ADVANCE

To:   Deutsche Bank Luxembourg, S.A., as Agent.

From: POLSKA TELEFONIA CYFROWA SP. Z O.O.

Date: [               ]


POLSKA TELEFONIA CYFROWA SP. Z O.O.
E100,000,000 Facility Agreement dated 20 February, 2001

1.    We wish to borrow an Advance as follows:-

      (a)   Tranche: [A/B]

      (b)   Utilisation Date: [           ]

      (c)   Currency/Amount: [           ]

      (d)   Interest Period: [           ]

      (e)   Payment instructions: [           ].

      (f)   [Original Euro Amount: [           ].]*

2.    We confirm that the Advance  referred to in this Request will be repaid on
      the  date  and in  accordance  with  the  terms  set  out in the  Facility
      Agreement.

3.    We  confirm  that  each  condition  specified  in Clause  4.2  (Conditions
      Precedent to each Utilisation) is satisfied on the date of this Request.

[4.   We confirm  that the  proceeds of the Advance  referred to in this Request
      will be used for the purpose set forth in Clause 3.1 (d)(Purpose).]**

By:

POLSKA TELEFONIA CYFROWA SP. Z O.O.
Authorised Signatory


------------
 *  Tranche A only

**  Include when applicable


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                                   SCHEDULE I

                               ACCESSION DOCUMENT

THIS ACCESSION AGREEMENT is made [              ]

BETWEEN:-

(1)                             (No.    ) (the "New Guarantor");

(2)   POLSKA TELEFONIA CYFROWA SP. Z O.O., (No.    ) (the "Borrower");

(3)   DEUTSCHE BANK  LUXEMBOURG,  S.A. in its capacity as Agent under the Credit
      Agreement.


WHEREAS:-

(A)   This  Agreement is entered into in  connection  with a facility  agreement
      (the "Credit Agreement") dated 20 February,  2001 and made between,  inter
      alia, the Borrower, the Guarantors named therein, Deutsche Bank AG London,
      Deutsche  Bank Polska S.A.  and  Dresdner  Bank  Luxembourg,  S.A. as Lead
      Arrangers, the Arrangers named therein, Deutsche Bank Luxembourg, S.A., as
      Agent, and Deutsche Bank Polska S.A., as Security Agent.

(B)   This  Agreement  has been entered into to record the  admission of the New
      Guarantor as a Guarantor under the Credit Agreement.


NOW IT IS HEREBY AGREED AS FOLLOWS:-

1.    DEFINITIONS

      Terms  defined in the Credit  Agreement  shall have the same  meaning when
      used in this Agreement.

2.    ADMISSION OF NEW GUARANTOR

2.1   The New Guarantor  agrees to become a Guarantor under the Credit Agreement
      and agrees to be bound by the terms of the Credit  Agreement  as if it had
      been named as a Guarantor thereunder.

2.2   The New Guarantor  thereby confirms the appointment of the Borrower as its
      agent on the terms  provided  for in the Credit  Agreement  in relation to
      Obligors.

2.3   The New Guarantor confirms that its address details for notices the Credit
      Agreement are as follows:-

      Address:
      Facsimile:
      Telex:
      Attention of:

2.4   By their signature below the parties to this Agreement (other than the New
      Guarantor)  confirm  their  acceptance of the New Guarantor as a Guarantor
      for the purpose of the Credit Agreement.

3.    GOVERNING LAW AND SUBMISSION TO JURISDICTION

      The provision of Clauses 38 (Jurisdiction), 39 (Waiver of Immunity) and 40
      (Governing Law) shall apply to this Accession  Agreement as though set out
      in full herein, mutatis mutandis.


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--------------------------------------------------------------------------------


IN WITNESS whereof the parties have caused this Agreement to be duly executed on
the date first written above.



New Guarantor
[Name]


-----------------------------
By:



Borrower
POLSKA TELEFONIA CYFROWA SP. Z O.O.


-----------------------------
By:



Agent
DEUTSCHE BANK LUXEMBOURG, S.A.


-----------------------------
By:



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                                   SCHEDULE J

                         FORM OF COMPLIANCE CERTIFICATE

                          DATED AS OF _________________


      The undersigned  hereby certifies that [s]he is a member of the management
board of Polska  Telefonia  Cyfrowa Sp. z o.o. (the "Borrower") and that as such
[s]he is authorized to execute this certificate on behalf of the Borrower.  With
reference to the facility  agreement dated as of 20 February,  2001 (the "Credit
Agreement";  terms defined  therein and not otherwise  defined herein being used
herein as therein defined) among the Borrower, the guarantors party thereto from
time to time,  Deutsche  Bank AG London,  Deutsche Bank Polska S.A. and Dresdner
Bank Luxembourg,  S.A., as Lead Arrangers, the Arrangers party thereto, Deutsche
Bank Luxembourg,  S.A. as Agent, Deutsche Bank Polska S.A. as Security Agent and
the Banks party thereto from time to time, the  undersigned  further  certifies,
represents and warrants as follows:

      (a)   attached  to  this  Certificate  as  Annex  A are  the  calculations
            necessary  to confirm  compliance  with the  covenants  contained in
            Clauses 21.1, 21.2 and 21.3 (Financial  Undertakings)  of the Credit
            Agreement as of _________________.

      (b)   the  consolidated  financial  statements  of the  Borrower  and  its
            Subsidiaries   (the   "Group")  for  the   quarterly   period  ended
            _______________  attached hereto as Annex B are complete and correct
            and present fairly, in accordance with the accounting  standards set
            forth in Clause 19.7 (Accounting Standards) of the Credit Agreement,
            the financial  position of the Group as at the end of such quarterly
            accounting  period, and the results of operations and cash flows for
            such  quarterly  period,  and for the elapsed  portion of the fiscal
            year ended with the last day of such quarterly period; and

      (c)   no Default is outstanding.

                                    POLSKA TELEFONIA CYFROWA SP. Z O.O.



                                    By
                                       --------------------------------
                                       Title


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--------------------------------------------------------------------------------


                        ANNEX A TO COMPLIANCE CERTIFICATE

                              Senior Debt to EBITDA
Ratio Period ended:
                                                                       ------


Borrowings under any Senior Debt facility
Overdrafts

Mark-to-market  value of  Hedging  Agreements  in  respect  of
Senior   Debt   Negative   mark-to-market   value  of  Hedging
Agreements in respect of Interest  payments in relation to any
Financial  Indebtedness  incurred  pursuant  to the High Yield
Debt Documents Finance Leases QTE Lease obligations Letters of
credit and bank guarantees Any other Senior Debt

Total Senior Debt

Net income before Extraordinary Items
Interest Payable
Income Taxes
Amortisation and depreciation
Consolidated losses arising as a result of having Financial
   Indebtedness in a currency which appreciated against the
   Zloty (without double-counting)

Subtotal:
                                                                      ------

Less:
Handset costs and other subscriber acquisition costs, whether or
   not capitalised, to the extent not already deducted in
   determining net income
Interest Receivable
Consolidated gains arising as a result of having Financial
   Indebtedness in a currency which depreciated against the
   Zloty (without double-counting)

Subtotal:
                                                                      ------

EBITDA for the Ratio Period

----------------------------------------------------------------------------
Senior Debt to EBITDA ratio
----------------------------------------------------------------------------
Permitted level (to Dec 2003 - not more than 4:1)                     4.00:1

In compliance (YES/NO)


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                 EBITDA to Interest Expense on Senior Debt


Interest accrued on Senior Debt
less Interest Receivable
less unrealised  foreign exchange losses to the extent included as Interest
plus unrealised foreign exchange gains to the extent deducted as Interest

Interest Expense on Senior Debt

EBITDA for the Ratio Period

----------------------------------------------------------------------------
EBITDA to Interest Expense on Senior Debt ratio
----------------------------------------------------------------------------
Permitted level : (to Dec 2002 - not less than 2.5:1)                  2.5:1

In compliance (YES/NO)


                    EBITDA to Interest Expense on Total Debt


Interest accrued on all debt
less Interest Receivable
less Interest accrued covered by amounts deposited in escrow
less  Interest
accrued in respect of GSM Licence, DCS-1800 Licence and
   UMTS Licence indebtedness
less nrealised  foreign  exchange losses to the extent included as Interest
less Interest accrued in respect of QTE Leases covered by amounts deposited
   in escrow
Plus unrealised foreign exchange gains to the extent included as Interest

Interest Expense on Total Debt

EBITDA for the Ratio Period

----------------------------------------------------------------------------
EBITDA to Interest Expense on Total Debt ratio
----------------------------------------------------------------------------
Permitted level : (to Dec 2001 - not less than 1.5:1)                  1.5:1

In compliance (YES/NO)


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                                   SCHEDULE K

      EXISTING FINANCIAL INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                            Description of    Debt Certificate    Final         Outstanding           Facility Limit
Grantor/Counterparty  Debt Issuer/Borrower  Indebtedness      Number/Facility     Maturity      Principal Amount
                                                              Agreement Number                  as of 31 December
                                                                                                2000/Negative
                                                                                                mark-to-market
                                                                                                value as of 31
                                                                                                December 2000
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>               <C>                 <C>           <C>                   <C>
N/A                   PTC International     10 3/4% Senior    N/A                 July 1, 2007  USD 253 million       N/A
                      Finance B.V.          Subordinated                                        at final maturity
                                            Guaranteed
                                            Discount Notes
------------------------------------------------------------------------------------------------------------------------------------
N/A                   PTC International     11 1/4% Senior    N/A                 December 1,   Euro 300 million      N/A
                      Finance II S.A.       Subordinated                          2009          and USD 150
                                            Guaranteed                                          million at final
                                            Discount Notes                                      maturity
------------------------------------------------------------------------------------------------------------------------------------
Mahler                PTC Sp. z o.o.        Finance lease of  N/A (Finance Lease  March, 2012   USD 53.6 million      N/A
                                            headquarters      Agreement of 23                   (value of future
                                                              April 1997)                       lease payments as
                                                                                                of 31 December
                                                                                                2000)
------------------------------------------------------------------------------------------------------------------------------------
Ministry of           PTC Sp. z o.o.        Licence GSM 900   2/96/GSM2           March 31,     Euro 56 100 000       N/A
Communications                              - the remaining                       2001
                                            instalment
------------------------------------------------------------------------------------------------------------------------------------
Ministry of           PTC Sp. z o.o.        Licence GSM 1800  498/99              September     Euro 33 431 000       N/A
Communications                              - remaining                           30, 2002
                                            instalments
------------------------------------------------------------------------------------------------------------------------------------
Ministry of           PTC Sp. z o.o.        Licence UMTS      2/UMTS issued       September     Euro 650 000 000      N/A
Communications                                                December 20, 2000   30, 2022
------------------------------------------------------------------------------------------------------------------------------------
*BRE BANK SA          PTC Sp. z o.o.        Overdraft limit   02/162/98/Z/VV      N/A           PLN 25 950 222.67     PLN 30 000 000
------------------------------------------------------------------------------------------------------------------------------------
*CITIBANK             PTC Sp. z o.o.        Overdraft &       Framework           N/A           Guarantee: PLN 6      DEM 11 350 000
(Poland) SA                                 Guarantee Limit   Agreement No.                     303 159.65 as of
                                                              145/98                            31 December 2000
                                                                                                Overdraft: PLN 10
                                                                                                392 199.26 as of
                                                                                                31 December 2000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                      123
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                            Description of    Debt Certificate    Final         Outstanding          Facility Limit
Grantor/Counterparty  Debt Issuer/Borrower  Indebtedness      Number/Facility     Maturity      Principal Amount
                                                              Agreement Number                  as of 31 December
                                                                                                2000/Negative
                                                                                                mark-to-market
                                                                                                value as of 31
                                                                                                December 2000
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>               <C>                 <C>           <C>                  <C>
*CITIBANK             PTC Sp. z o.o.        Credit Card Limit Agreement of        N/A           97 675.09 PLN as     PLN 1 338 000
(Poland) SA                                                   April, 2000                       of 31 December
                                                                                                2000
------------------------------------------------------------------------------------------------------------------------------------
*ING BARINGS          PTC Sp. z o.o.        Guarantee Limit   N/A                 N/A           6 413 055.10 PLN     USD 3 500 000
                                                                                                as of 31 December
                                                                                                2000
------------------------------------------------------------------------------------------------------------------------------------
*Deutsche Bank        PTC Sp. z o.o.        Short Term        N/A                 N/A           N/A                  Euro 5 000 000,
Polska S.A.                                 Facility Limit                                                           out of which
                                                                                                                     Euro 2 000 000
                                                                                                                     represents
                                                                                                                     overdraft limit
------------------------------------------------------------------------------------------------------------------------------------
ING Barings           PTC Sp. z o.o.        Guarantee issued  GO/03337            January 31,   PLN4,950,664.28      N/A
                                            in favour of                          2001
                                            Mahler Sp.
                                            z o.o. with
                                            respect to
                                            finance lease
                                            payments
------------------------------------------------------------------------------------------------------------------------------------
N/A                   PTC Sp. z o.o.        Unconditional     N/A                 July 1, 2007  USD 253 million      N/A
                                            Guarantee issued
                                            in favour of
                                            holders of
                                            10 3/4% Senior
                                            Subordinated
                                            Guaranteed
                                            Discount Notes
------------------------------------------------------------------------------------------------------------------------------------
N/A                   PTC Sp. z o.o.        Unconditional     N/A                 December 1,   Euro 300 million     N/A
                                            and Irrevocable                       2009          and USD 150
                                            Guarantee issued                                    million
                                            in favour of
                                            holders of
                                            11 1/4% Senior
                                            Subordinated
                                            Guaranteed
                                            Discount Notes
------------------------------------------------------------------------------------------------------------------------------------
Citibank              PTC Sp. z o.o.        NDF Buy EUR 10    N/A                 April 2,      PLN  5 404 500.00    N/A
                                            000 000.00                            2001
------------------------------------------------------------------------------------------------------------------------------------
                      PTC Sp. z o.o.        NDF Buy EUR 10    N/A                 April 2,      PLN  5 397 500.00    N/A
Citibank                                    000 000.00                            2001
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                      124
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                            Description of    Debt Certificate    Final         Outstanding           Facility Limit
Grantor/Counterparty  Debt Issuer/Borrower  Indebtedness      Number/Facility     Maturity      Principal Amount
                                                              Agreement Number                  as of 31 December
                                                                                                2000/Negative
                                                                                                mark-to-market
                                                                                                value as of 31
                                                                                                December 2000
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>               <C>                 <C>           <C>                   <C>
                      PTC Sp. z o.o.        NDF Buy EUR 10    N/A                 April 2,      PLN  5 396 500.00     N/A
ING                                         000 000.00                            2001
------------------------------------------------------------------------------------------------------------------------------------
                      PTC Sp. z o.o.        NDF Buy EUR 10    N/A                 April 2,      PLN  5 408 500.00     N/A
Citibank                                    000 000.00                            2001
------------------------------------------------------------------------------------------------------------------------------------
                      PTC Sp. z o.o.        NDF Buy EUR 10    N/A                 April 2,      PLN  5 436 500.00     N/A
ING                                         000 000.00                            2001
------------------------------------------------------------------------------------------------------------------------------------
                      PTC Sp. z o.o.        NDF Buy EUR 6     N/A                 April 2,      PLN  2 983 815.00     N/A
Merrill Lynch                               100 000.00                            2001
------------------------------------------------------------------------------------------------------------------------------------
                      PTC Sp. z o.o.        Forward Buy EUR   N/A                 June 1,       PLN  11 107 125.00    N/A
                                            16 875 000.00                         2001
Citibank                                    (SWAP)
------------------------------------------------------------------------------------------------------------------------------------
ING                   PTC Sp. z o.o.        Forward Buy EUR   N/A                 June 1,       PLN  4 738 078.13     N/A
                                            8 437 500.00                          2001
                                           (SWAP)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                   SCHEDULE L

                           EXISTING HEDGING AGREEMENTS


ISDA Agreements concluded with:
Dresdner Bank AG dated 19 September 2000;
Merrill Lynch Capital Services, INC dated 15 March 2000;
ABN AMRO Bank NV dated 15 March 2000; and
Citibank NA dated 5 May 2000.


Quasi ISDA Agreements concluded with Polish banks:
BRE Bank SA dated 22 March 2000;
Citibank (Poland) SA dated 6 March 2000; and
ING Bank NV (Oddzia(3) Warszawa) dated 6 March 2000.


Other hedging agreements concluded with Polish banks:
ABN AMRO Bank (Polska) SA dated 15 March 2000.


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                                   SCHEDULE M
                   COLLATERAL SHARING INTERCREDITOR AGREEMENT


THIS COLLATERAL  SHARING  INTERCREDITOR  AGREEMENT (this "Agreement") is made on
____________ .


BETWEEN:

(1)   The Finance Parties listed in Schedule I hereto; and

(2)   DEUTSCHE BANK POLSKA S.A., as Group Security Agent for the Finance Parties
      (each as defined below).

WHEREAS:

      A.  POLSKA  TELEFONIA  CYFROWA  SP. Z O.O.,  a company  registered  in the
Commercial  Register of the  District  Court in Warsaw  under  number 45740 (the
"Company")  has  entered  into  (a)  that  certain  (euro)550,000,000   Facility
Agreement  dated on or about 16 February,  2001 (the "Main Facility  Agreement")
between (i) the Company, as Borrower, (ii) the other Obligors (as defined below)
party thereto, as Guarantors, (iii) the Banks referred to therein, (iv) Deutsche
Bank AG London, Deutsche Bank Polska S.A., Dresdner Bank Luxembourg S.A. and the
European  Bank  for  Reconstruction  and  Development,  as Lead  Arrangers,  (v)
Deutsche Bank Luxembourg  S.A., as Agent, and (vi) Deutsche Bank Polska S.A., as
Security Agent, and (b) that certain (euro)100,000,000  Facility Agreement dated
on or about 16 February,  2001 (the "Supplemental  Facility  Agreement") between
(i) the  Company,  as  Borrower,  (ii) the  other  Obligors  party  thereto,  as
Guarantors,  (iii) the Banks referred to therein,  (iv) Deutsche Bank AG London,
Deutsche Bank Polska S.A. and Dresdner Bank Luxembourg  S.A., as Lead Arrangers,
(v) Deutsche Bank Luxembourg S.A., as Agent, and (vi) Deutsche Bank Polska S.A.,
as Security Agent.

      B. In connection  with the Main Facility  Agreement,  each of the Obligors
granted to the Main Bank Finance Parties (as defined below) a security  interest
in all of its rights, title and interest in the Security (as defined below), for
the purpose,  among other things, of securing and providing for the repayment of
all  amounts  owing  from  time to time  under  or in  connection  with the Main
Facility Agreement.

      C. In connection with the  Supplemental  Facility  Agreement,  each of the
Obligors granted to the  Supplemental  Bank Finance Parties (as defined below) a
security interest in all of its rights, title and interest in the Security,  for
the purpose,  among other things, of securing and providing for the repayment of
all amounts owing from time to time under or in connection with the Supplemental
Facility Agreement.

      D. It is  anticipated  that the Company and the other  Obligors  may incur
additional financial  indebtedness to third parties, and to the extent that such
additional financial indebtedness is Additional Secured Indebtedness (as defined
below),  the lenders of such Additional  Secured  Indebtedness will share in the
Security.

      E. It is further  anticipated that the Company and the other Obligors may,
from time to time,  enter  into  certain  interest  rate  and/or  currency  swap
agreements with certain Main Bank Finance  Parties or Supplemental  Bank Finance
Parties  or  their  respective  affiliates  (such  Main  Bank  Finance  Parties,
Supplemental  Bank  Finance  Parties and  affiliates  being,  collectively,  the
"Hedging  Banks"),  and to the extent that such swap agreements are Secured Swap
Agreements  (as  defined  below) the  relevant  Hedging  Banks will share in the
Security.

      F. In order to determine the rights and  responsibilities of the Main Bank
Finance Parties, the Supplemental Bank Finance Parties, the Secured Swap Finance
Parties (as defined below),  the Additional  Finance Parties (as defined below),
the Representatives (as defined below) and the Group Security Agent with respect
to the Security,  and in consideration  therefor,  the parties have entered into
this Agreement.


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--------------------------------------------------------------------------------

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   Definitions: In this Agreement, unless the context otherwise requires, the
      following expressions have the following meanings:

      "Agents" means (a) the Agent (as defined in the Main Facility  Agreement),
      (b) the Agent (as defined in the Supplemental Facility Agreement), (c) the
      person(s),  if any,  designated to act as facility  agent,  administrative
      agent or  paying  agent or in a  similar  capacity  under  the  Additional
      Secured  Indebtedness  Finance  Documents and (d) the  person(s),  if any,
      designated to act as facility agent,  administrative agent or paying agent
      or in a similar capacity under the Secured Swap Finance Documents.

      "Agent's Spot Rate of Exchange" means:

      (a)   when converting an amount into Euro, the Group Security Agent's spot
            rate of exchange for the  purchase of Euro in the  Brussels  foreign
            exchange  market with the  relevant  currency at or about 11.00 a.m.
            (Brussels time) on a particular day; and

      (b)   when converting an amount of Euro into any other currency, the Group
            Security  Agent's  spot rate of  exchange  for the  purchase of such
            other currency in the Brussels  foreign exchange market with Euro at
            or about 11.00 a.m. (Brussels time) on a particular day.

      "Business  Day"  means a day  (other  than a  Saturday,  Sunday  or public
      holiday)  which is a day on which  banks are open for  business in London,
      Luxembourg and Warsaw.

      "Default" means any event of default under any Finance  Document,  and any
      event  which with the giving of notice or the lapse of time,  or both,  or
      the  making  of any  determination  or  the  fulfilment  of any  condition
      provided for in the relevant  agreement would  constitute such an event of
      default.

      "Finance Documents" means:

      (a)   when designated "Main Bank", the Senior Finance Documents as defined
            in the Main Facility Agreement;

      (b)   when designated "Supplemental Bank", the Senior Finance Documents as
            defined in the Supplemental Facility Agreement;

      (c)   when designated  "Additional Secured  Indebtedness",  the agreements
            and instruments for the time being evidencing the Additional Secured
            Indebtedness and governing the terms thereof;

      (d)   when designated  "Secured Swap", the Secured Swap Agreements and the
            other  agreements and instruments for the time being entered into in
            connection therewith and governing the terms thereof; and

      (e)   without any such designation,  the Main Bank Finance Documents,  the
            Supplemental  Bank  Finance   Documents,   the  Additional   Secured
            Indebtedness   Finance   Documents  and  the  Secured  Swap  Finance
            Documents.

      "Finance Parties" means:

      (a)   when designated  "Main Bank", the Finance Parties (as defined in the
            Main  Facility  Agreement)  that have  executed  this  Agreement  or
            acceded to this Agreement pursuant to a Transfer Certificate

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                                      128
--------------------------------------------------------------------------------

            (as  defined  in  the  Main  Facility  Agreement)  or by  executing,
            together with the Group Security  Agent,  a Finance Party  Accession
            Agreement;

      (b)   when designated "Supplemental Bank", the Finance Parties (as defined
            in the  Supplemental  Facility  Agreement)  that have  executed this
            Agreement  or  acceded  to this  Agreement  pursuant  to a  Transfer
            Certificate (as defined in the Supplemental  Facility  Agreement) or
            by executing,  together  with the Group  Security  Agent,  a Finance
            Party Accession Agreement;

      (c)   when designated "Additional",  the lenders from time to time (and/or
            their agent(s)) under the Additional  Secured  Indebtedness  Finance
            Documents that have acceded to this Agreement by executing, together
            with the Group Security Agent, a Finance Party Accession Agreement;

      (d)   when designated  "Secured Swap", the Hedging Banks from time to time
            (and/or their agent(s)) that enter into Secured Swap Agreements with
            the  Company  in their  capacity  as swap  counterparties  under the
            Secured Swap  Agreements  and that have acceded to this Agreement by
            executing,  together with the Group Security  Agent, a Finance Party
            Accession Agreement; and

      (e)   without any such  designation,  the Main Bank Finance  Parties,  the
            Supplemental  Bank Finance Parties,  the Additional  Finance Parties
            and the Secured Swap Finance Parties.

      "Finance  Party  Accession   Agreement"   means  an  accession   agreement
      substantially in the form set out in Schedule II hereto.

      "Group" means the Company and its subsidiaries.

      "Group  Security  Agent"  means  Deutsche  Bank Polska S.A.  acting in its
      capacity as trustee and/or agent in relation to the Security Documents and
      in relation to this  Agreement on behalf of the Finance  Parties,  or such
      other person as may from time to time be appointed pursuant to Clause 8.9.

      "Indebtedness" means:

      (a)   when designated  "Main Bank",  all Obligations now or hereafter due,
            owing or incurred to the Main Bank Finance  Parties (or any of them)
            by any  Obligor  under  or in  respect  of  the  Main  Bank  Finance
            Documents (or any of them);

      (b)   when  designated   "Supplemental   Bank",  all  Obligations  now  or
            hereafter  due, owing or incurred to the  Supplemental  Bank Finance
            Parties (or any of them) by any  Obligor  under or in respect of the
            Supplemental Bank Finance Documents (or any of them);

      (c)   when  designated   "Additional  Secured",  all  Obligations  now  or
            hereafter due, owing or incurred to the Additional  Finance  Parties
            (or any of them) by any Obligor under or in respect of  indebtedness
            incurred pursuant to and in accordance with Clause 19.26(a)(v)(A)(y)
            or  19.26(a)(vi)(B)(x)  of the Main  Facility  Agreement  and Clause
            19.26(a)(v)(A)(y) or 19.26(a)(vi)(B)(x) of the Supplemental Facility
            Agreement and secured by Security  Interests  permitted pursuant to,
            and  granted in  accordance  with,  Clause  19.8(b)(vi)  of the Main
            Facility  Agreement  and  Clause  19.8(b)(vi)  of  the  Supplemental
            Facility Agreement;

      (d)   when designated "Secured Swap" all Obligations now or hereafter due,
            owing or  incurred to the Secured  Swap  Finance  Parties (or any of
            them) by any Obligor under or in respect of Secured Swap  Agreements
            or  under  or in  respect  of  Secured  Swap  Finance  Documents  in
            connection therewith; and


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      (e)   without any such designation,  the Main Bank Indebtedness and/or the
            Supplemental  Bank  Indebtedness   and/or  the  Additional   Secured
            Indebtedness  and/or the Secured Swap  Indebtedness,  as the context
            requires.

      "Majority  Finance  Parties" means, at any time, the Finance Parties whose
      Proportionate Interests aggregate at least fifty-one per cent (51%) of all
      the Proportionate Interests.

      "Net Swap Amounts"  means, at any time, (a) with respect to a Secured Swap
      Finance  Party,  the net amount (if any)  owing by any  Obligor  under all
      Secured Swap  Agreements  with that Secured Swap Finance  Party which have
      been  terminated  at such time,  and (b) with  respect to all Secured Swap
      Finance  Parties,  the sum of the Net Swap  Amounts for all  Secured  Swap
      Finance Parties (and, for the avoidance of doubt, the parties confirm that
      the Net Swap Amounts for all Secured  Swap Finance  Parties is not reduced
      by any net amount  owed by a Secured  Swap  Finance  Party to any  Obligor
      under the Secured Swap  Agreements  with that Secured Swap Finance Party),
      as such "Net Swap Amounts" are calculated by the Group Security Agent (any
      such calculation being conclusive, absent manifest error).

      "Obligations"  means,  with  respect to any person,  all  liabilities  and
      obligations in any currency of such person of any kind, including, without
      limitation,  any liability of such person on any claim, whether or not the
      right of any  creditor  to  payment in respect of such claim is reduced to
      judgment, liquidated,  unliquidated, fixed, contingent, matured, disputed,
      stayed or otherwise  affected by any  bankruptcy  or insolvency or similar
      proceeding.   Without  limiting  the  generality  of  the  foregoing,  the
      Obligations of any Obligor under the Finance  Documents  include,  without
      limitation,  the  obligation  to pay  principal,  interest,  reimbursement
      obligations,  letter  of  credit  commissions,  charges,  expenses,  fees,
      attorney's fees and disbursements,  indemnity and other amounts payable by
      such  Obligor  under any Finance  Document or any  extensions  or renewals
      thereof,  whether  or not owed  alone or  jointly  with any other  person,
      whether  owed as  principal or surety,  whether  current or otherwise  and
      whether  or not from  time to time  decreased  or  extinguished  and later
      increased, created or incurred, and all or any portion of such obligations
      or  liabilities  that  are  paid,  to the  extent  all or any part of such
      payment is avoided or  recovered  directly  or  indirectly  from the Group
      Security Agent or any Finance Party as a preference,  invalid  transfer or
      otherwise.

      "Obligors"  means the Company and each other member of the Group which has
      undertaken  (or in the future  undertakes)  Obligations to a Finance Party
      pursuant to one or more of the Finance Documents.

      "Proportionate Interest" of a Finance Party means, as of any time at which
      such interest shall be determined,  a fraction,  the numerator of which is
      the  Obligations  representing  outstanding  principal,  actual,  but  not
      contingent,  reimbursement  obligations  in  respect  of letters of credit
      and/or bank guarantees and Net Swap Amounts owing to such Finance Party at
      such  time,  and the  denominator  of which is the  aggregate  Obligations
      representing   outstanding   principal,   actual,   but  not   contingent,
      reimbursement  obligations  in respect of  letters of credit  and/or  bank
      guarantees and Net Swap Amounts owing to all Finance Parties at such time.
      Any  Obligations  denominated in a currency other than Euros will, for the
      purposes of this definition,  be translated into Euros at the Agent's Spot
      Rate of  Exchange  on the  Business  Day  prior to the  date on which  the
      Proportionate Interests are to be determined.

       "Representatives"  means (a) the  Security  Agent (as defined in the Main
      Facility   Agreement),   (b)  the  Security   Agent  (as  defined  in  the
      Supplemental  Facility  Agreement),  (c) the person(s) designated as agent
      and/or  trustee  with  respect to security  under the  Additional  Secured
      Indebtedness  Finance  Documents,  provided  if at any time an  Additional
      Finance  Party  shall not have  appointed  an agent  and/or  trustee,  the
      Additional  Finance Party shall be the  Representative for itself, and (d)
      the persons(s) designated as agent and/or trustee with respect to security
      under  the  Secured  Swap  Finance  Documents,  provided  if at any time a
      Secured  Swap  Finance  Party  shall not have  appointed  an agent  and/or
      trustee,  the Secured Swap Finance Party shall be the  Representative  for
      itself.

      "Secured  Swap  Agreement"  means any  interest  rate or foreign  exchange
      hedging  agreement or arrangement  entered into in accordance  with Clause
      19.14(a) of the Main Facility Agreement and Clause


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      19.14(a) of the  Supplemental  Facility  Agreement and secured by Security
      Interests  permitted  pursuant to, and granted in accordance with, Clauses
      19.14(c)  and  19.8(b)(ii)  of the Main  Facility  Agreement  and  Clauses
      19.14(c) and 19.8(b)(ii) of the Supplemental Facility Agreement.

      "Security"  means any  property or assets in which a Security  Interest is
      granted in accordance with the terms of the Security Documents.

      "Security  Documents" means (a) the Security  Documents (as defined in the
      Main Facility  Agreement),  (b) the Security  Documents (as defined in the
      Supplemental  Facility  Agreement),  and (c) all other documents creating,
      evidencing  or  granting  a  Security  Interest  in favour of the  Finance
      Parties  (or any of them) in respect  of the  Obligations  of any  Obligor
      under the Finance  Documents (or any of them). For the avoidance of doubt,
      "Security  Documents" shall not include any guarantee from an affiliate of
      a Finance Party.

      "Security Interest" means any mortgage,  pledge, lien, charge,  assignment
      for the purpose of providing  security,  hypothecation  or other  security
      interest.

      "Transferor" has the meaning assigned to it in Clause 5.1.

      "Transferee" has the meaning assigned to it in Clause 5.1.

1.2   Construction:  In this Agreement, unless the context otherwise requires:

      (a)   a reference to any party hereto is, where  relevant,  deemed to be a
            reference to or to include, as appropriate,  that party's respective
            permitted assignees, transferees and successors in title;

      (b)   references   to  Clauses,   and   Schedules   are   references   to,
            respectively,  clauses  of  and  schedules  to  this  Agreement  and
            references to this Agreement include the Schedules;

      (c)   a reference to (or to any  specified  provision of ) any  agreement,
            deed or other  instrument  is to be construed as a reference to that
            agreement,  deed or other instrument or that provision as amended to
            date  and as  from  time  to  time  amended,  varied,  supplemented,
            restated or novated but  excluding  for this purpose any  amendment,
            variation,  supplement  or  modification  which is  contrary  to any
            provision of this Agreement;

      (d)   a reference to a statute or statutory  instrument is to be construed
            as a reference to that statute or statutory  instrument  as the same
            may have been,  or may from time to time  hereafter  be,  amended or
            re-enacted;

      (e)   a time of day is a reference to London time;

      (f)   the index to and the  headings in this  Agreement  are  inserted for
            convenience only and are to be ignored in construing this Agreement;

      (g)   words  importing  the plural  shall  include the  singular  and vice
            versa;

      (h)   a  "person"  includes  any  person,   firm,  company,   corporation,
            government,  state or  agency  of a state or any  other  undertaking
            (within the meaning of Section  259(1) of the Companies Act 1985) or
            other entity or  association  (whether or not having  separate legal
            personality), or any two or more of the foregoing;

      (i)   "subsidiary"  means, with respect to any person,  any corporation or
            other person more than fifty per cent.  (50%) of whose securities or
            other  ownership  interests  having  ordinary  voting  power for the
            election  of  directors  or  similar   representatives  (other  than
            securities having such power only by

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            reason of the  happening  of a  contingency)  are, as of the date of
            determination  thereof,  directly or indirectly owned by such person
            or one or more of such person's subsidiaries; and

      (j)   "affiliate"  means in relation  to any person (i) any person  (other
            than a subsidiary) which, directly or indirectly,  is in control of,
            is controlled  by, or is under common  control with such person,  or
            (ii) any person who is a director or officer (A) of such person, (B)
            of any  subsidiary of such person or (C) of any person  described in
            Clause (i) above.

2.    PURPOSE AND RANKING

2.1   Purpose: The principal purpose of this Agreement is that:

      (a)   each Finance Party holding Security shall hold it for the benefit of
            the Group  Security Agent and all the Finance  Parties,  pro rata in
            accordance with their respective  Proportionate  Interests from time
            to time; and

      (b)   enforcement  of the  Security  or  amendment  to  Finance  Documents
            adversely  affecting the Security shall only be undertaken  with the
            consent of the Majority Finance Parties.

2.2   No Prohibition  of Finance  Parties:  Except as expressly  provided to the
      contrary in this Agreement or any Finance Document to which it is a party,
      any Finance Party may:

      (a)   demand  or  receive  payment,  prepayment  or  repayment  of, or any
            distribution   in  respect  of  (or  on  account  of),  any  of  the
            Indebtedness  in cash or in kind or apply any money or  property  in
            discharge of any Indebtedness;

      (b)   discharge  any of the  Indebtedness  by  set-off  or  any  right  of
            combination of accounts;

      (c)   subject to Clause 2.3, amend, vary, waive or release any term of any
            of the Finance Documents of which it is the holder or to which it is
            a party,  provided that any amendment or variation of the Additional
            Secured  Indebtedness  Finance  Documents  or Secured  Swap  Finance
            Documents not  permitted by the  provisions of the Main Bank Finance
            Documents or the Supplemental Bank Finance Documents as in effect on
            the date  hereof  shall  result in the  termination  of all  further
            rights and claims of the relevant Additional Finance Parties (in the
            case of such an  amendment or  variation  to an  Additional  Secured
            Indebtedness  Finance  Document)  or of the  relevant  Secured  Swap
            Finance  Parties (in the case of such an amendment or variation to a
            Secured Swap Finance Document);

      (d)   accelerate any of the  Indebtedness or otherwise  declare any of the
            Indebtedness owing to it payable on a Default or otherwise;

      (e)   enforce the Indebtedness owing to it by execution or otherwise;

      (f)   petition for (or vote in favour of any  resolution  for) or initiate
            or  participate  in or  support or take any steps with a view to any
            insolvency,   liquidation,    reorganisation,    administration   or
            dissolution proceedings,  or any voluntary arrangement or assignment
            for the benefit of  creditors or any similar  proceedings  involving
            the Obligors, whether by petition, convening a meeting, voting for a
            resolution or otherwise; or

      (g)   otherwise  exercise any rights or pursue any remedy for the recovery
            of any of the  Indebtedness or in respect of any breach of covenant,
            misrepresentation  or  non-observance of any provision of any of the
            Finance Documents evidencing or governing Indebtedness owing to it.


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2.3   Limitations on Amendments to Finance Documents:  No amendment,  variation,
      waiver or consent given under or in connection with the Finance  Documents
      shall:

      (a)   adversely  affect  the  Security  or  the  rights,   preferences  or
            priorities of the Finance Parties under this Agreement;

      (b)   release,  invalidate  or  impair  any of the  Security,  or cause or
            permit the Security to constitute  security for less than all of the
            relevant  category of  Indebtedness  arising  under or in connection
            with the Finance Documents; or

      (c)   increase  the  principal  amount  of  the  Indebtedness,  except  as
            permitted  by the  Main  Facility  Agreement  and  the  Supplemental
            Facility Agreement;

      unless in each case  such  amendment,  variation,  waiver  or  consent  is
      approved by the Group Security Agent, acting on the instructions of all of
      the Finance Parties.

3.    HOLDING OF SECURITY

      Where any  Security  conferred  by the  Security  Documents is held by one
      Finance  Party as trustee  for the  benefit  of itself  and other  Finance
      Parties, it shall be so held on a pari passu basis, pro rata in accordance
      with  the  respective  Proportionate  Interests  of the  relevant  Finance
      Parties from time to time.

4.    ENFORCEMENT OF SECURITY

4.1   Actions of Security Agent and Representatives:

      (a)   For so long as this Agreement shall be in effect,  subject to Clause
            2.3,  (i) the Group  Security  Agent  shall act in  relation  to the
            Security Documents solely in accordance with the instructions of the
            Majority Finance Parties and (ii) each  Representative  shall act in
            relation to the Security  Documents  solely in  accordance  with the
            instructions of the Group Security Agent (acting on the instructions
            of the Majority Finance Parties).

      (b)   Without limiting the generality of the foregoing, each Finance Party
            agrees that, so long as this Agreement  shall be in effect,  subject
            to Clause 2.3, the Majority  Finance Parties shall have the sole and
            exclusive  right to direct the Group Security  Agent,  and the Group
            Security Agent (acting on the  instructions of the Majority  Finance
            Parties)  shall  have the sole and  exclusive  right to direct  each
            Representative, in the administration and enforcement of all matters
            in respect of the Security,  including the right to direct the sale,
            transfer,   lease  or  other   disposition  of  any  Security,   the
            foreclosure  or  forbearance  from  foreclosure  in  respect  of any
            Security  and  the   acceptance  of  Security  in  full  or  partial
            satisfaction   of  any   amount   outstanding   in  respect  of  any
            Indebtedness.

      (c)   Except as otherwise  specified herein,  each Representative and each
            other Finance Party agrees not to ask, demand,  sue for or otherwise
            exercise any right or remedy in respect of the Security,  or take or
            receive  from  any  Obligor  or  any  other   person,   directly  or
            indirectly,  in cash or  other  property,  whether  pursuant  to any
            judicial or non-judicial enforcement, collection, execution, levy or
            foreclosure  proceedings or otherwise,  including by deed in lieu of
            foreclosure, any Security or any part thereof or interest therein.


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4.2   Assistance: Each Representative and each other Finance Party shall execute
      or procure the execution of and deliver to the Group  Security  Agent such
      powers  of  attorney,  proxies,   authorisations,   assignments  or  other
      instruments as may be reasonably  requested by the Group Security Agent to
      file any claims or take any action or institute any  proceedings  that the
      Group  Security Agent may deem  reasonably  necessary or desirable for the
      collection  of any of the  Security or  otherwise to enforce the rights of
      the Group Security Agent or any  Representative or any other Finance Party
      with respect to any of the Security.

4.3   Turnover:  All  payments  or  distributions  upon or with  respect  to the
      Security  that are  received by any  Representative  or any other  Finance
      Party  other than  pursuant to Clause 5 shall be received in trust for the
      benefit of the Group  Security  Agent and the  Finance  Parties,  shall be
      segregated  from other funds and property held by such  Representative  or
      such other Finance Party,  as the case may be, and shall forthwith be paid
      over to the Group Security Agent in the same form as so received (with any
      necessary  endorsement) to be held as part of the Security and applied and
      distributed in accordance with Clause 5.

4.4   Inconsistency: In the event that the terms of any Security Document or any
      terms  relating to Security  contained in any other  Finance  Document are
      inconsistent with the terms of this Agreement, the terms of this Agreement
      shall be controlling.

5.    PROPORTIONATE DIVISION OF PROCEEDS

      Any and all proceeds of the Security  received by the Group Security Agent
      shall be applied as follows:

            First,  to the  reimbursement  of the Group  Security Agent and each
            Representative  for all of the amounts  advanced by it to  preserve,
            maintain  and protect the  Security in the event of a Default by any
            Obligor under the Finance Documents;

            Second,  to the  reimbursement  of the Group Security Agent and each
            Representative  for all  amounts  expended  by it in  obtaining  and
            disposing of the Security (including, without limitation, reasonable
            legal fees,  trustees'  fees and other  expenses of  collection  and
            enforcement of remedies);

            Third,  in payment of any unpaid  fees,  costs and  expenses  of the
            Agents (in their respective  capacities as Agents) under the Finance
            Documents  (including,  without limitation,  amounts advanced by any
            Agent on  behalf  of any  other  Finance  Party  under  the  Finance
            Documents);

            Fourth,  in payment to the  Finance  Parties of  Obligations  of the
            Obligors  (or any of them)  under the Finance  Documents  (or any of
            them) in respect of interest and fees then due and payable;

            Fifth,  in payment to the  Finance  Parties  of  Obligations  of the
            Obligors  (or any of them)  under the Finance  Documents  (or any of
            them) in respect of reimbursement  obligations in respect of letters
            of credit  and/or bank  guarantees,  principal and Net Swap Payments
            then due and payable;

            Sixth, in payment to the Finance  Parties of all other  undischarged
            Obligations  of the  Obligors  (or any of them)  under  the  Finance
            Documents (or any of them);

            Seventh,  if any of the  Obligations in respect of the  Indebtedness
            shall remain outstanding or may thereafter mature or accrue, any and
            all surplus proceeds shall be held by the Group Security Agent, in a
            market rate interest  bearing  account,  to secure such  Obligations
            accruing thereafter and such proceeds shall be deemed to be Security
            hereunder; and

            Eighth,  any surplus  remaining shall be allocated to the payment of
            the person or persons legally entitled thereto;


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      provided,  however,  that to the extent such proceeds are  insufficient to
      reimburse all of the Obligations  and other amounts  afforded a particular
      priority as set forth above,  such proceeds  shall be  distributed  to the
      Finance Parties pro rata based on such Obligations and other amounts owing
      to such Finance Parties, respectively.

6.    ADDITIONAL PARTIES

6.1   Assignment and Transfers by the Finance Parties:

      (a)   A Finance  Party,  or any successor or assign of such party (in this
            capacity the "Transferor")  may assign or otherwise  transfer all or
            any part of its rights and/or  obligations  under this  Agreement to
            any person (a  "Transferee")  to whom a  Transferor  is permitted to
            assign or otherwise  transfer rights and/or obligations under and in
            accordance with the Main Bank Finance  Documents,  the  Supplemental
            Bank Finance  Documents,  the Secured Swap Finance  Documents or the
            Additional Secured  Indebtedness  Finance Documents (as the case may
            be).

      (b)   Such assignment or transfer will become  effective upon execution by
            the Group Security Agent of a Finance Party Accession  Agreement (in
            substantially  the form of  Schedule II hereto) or, in the case of a
            Transferee  that  is or  is  to be a  Main  Bank  Finance  Party  or
            Supplemental Bank Finance Party, a Transfer  Certificate (as defined
            in  the  Main  Facility  Agreement  or  the  Supplemental   Facility
            Agreement,  as the case may be),  in either  case,  duly  completed,
            executed and delivered to the Group  Security  Agent by or on behalf
            of such  Transferee  pursuant to which the  Transferee  agrees to be
            bound by all of the terms of this  Agreement as if it had originally
            been  party  to this  Agreement  as a Main  Bank  Finance  Party,  a
            Supplemental  Bank Finance Party, a Secured Swap Finance Party or an
            Additional  Finance Party (as the case may be)  (including,  for the
            avoidance of doubt,  appointing the Group Security Agent as security
            agent and trustee under the Security  Documents)  and, to the extent
            permitted  by  applicable  law  and  the  Finance   Documents,   the
            Representative  of  the  Transferee  may  execute  a  Finance  Party
            Accession Agreement on behalf of the Transferee.

6.2   Accession of Finance Parties:

      (a)   Each  Additional  Finance  Party  shall  accede  to the  rights  and
            obligations  specified for Additional Finance Parties herein by duly
            completing,  executing and  delivering to the Group Security Agent a
            Finance Party Accession  Agreement  pursuant to which the Additional
            Finance Party agrees to be bound by all the terms of this  Agreement
            as  if  it  had  originally  been  party  to  this  Agreement  as an
            Additional  Finance Party and, to the extent permitted by applicable
            law and the Additional Secured Indebtedness  Finance Documents,  and
            if the Group  Security Agent is satisfied it is authorised to do so,
            the  Representative  of an  Additional  Finance  Party may execute a
            Finance Party Accession Agreement on behalf of an Additional Finance
            Party (including,  for the avoidance of doubt,  appointing the Group
            Security  Agent as  security  agent and trustee  under the  relevant
            Security  Documents).  Such  accession  will become  effective  upon
            execution  by  the  Group  Security  Agent  of  such  Finance  Party
            Accession Agreement.

      (b)   Each  Secured  Swap  Finance  Party  shall  accede to the rights and
            obligations   of  a  Secured  Swap  Finance  Party  herein  by  duly
            completing,  executing and  delivering to the Group Security Agent a
            Finance Party Accession Agreement pursuant to which the Secured Swap
            Finance Party agrees to be bound by all the terms of this Agreement,
            in its  capacity  as a  Secured  Swap  Finance  Party,  as if it had
            originally  been party to this  Agreement  as a Secured Swap Finance
            Party and, to the extend permitted by applicable law and the Secured
            Swap Finance Documents, and if the Group Security Agent is satisfied
            it is  authorised  to do so, the  Representative  of a Secured  Swap
            Finance  Party may execute a Finance  Party  Accession  Agreement on
            behalf of a Secured Swap Finance Party (including, for the avoidance
            of doubt,  appointing the Group Security Agent as security agent and
            trustee under the relevant Secured Documents).


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6.3   Group Security Agent:

      (a)   Each of the parties to this  Agreement  (other than the relevant new
            Transferee,  Secured Swap Finance Party or Additional Finance Party)
            hereby irrevocably authorises the Group Security Agent to execute on
            its behalf any Finance Party Accession Agreement which has been duly
            completed,  executed  and  delivered  on behalf of a  Transferee,  a
            Secured Swap Finance Party or an Additional Finance Party.

      (b)   The  Group  Security  Agent  will  promptly   execute  any  properly
            completed Finance Party Accession Agreement delivered to it.

      (c)   The Group Security Agent will promptly notify the Representatives of
            the receipt and execution by it on their behalf of any Finance Party
            Accession Agreement.

6.4   Benefit of Agreement:  This Agreement will be binding upon, and ensure for
      the benefit of, each party to it and its or any  subsequent  successor  or
      assign.

7.    REPRESENTATION AND WARRANTIES

      Each party to this Agreement  (other than the EBRD) hereby  represents and
      warrants  to and for the  benefit  of each of the  other  parties  to this
      Agreement that it has all necessary  consents,  approvals,  authorisations
      and legal  capacity  to enter into this  Agreement  and the other  Finance
      Documents to which it is party and all  necessary  corporate,  shareholder
      and other  action has been  taken to ensure  that this  Agreement  and the
      other  Finance  Documents to which it is a party has been validly  entered
      into by it and creates legal, valid,  binding and enforceable  obligations
      upon it.

8.    INFORMATION AND COOPERATION

8.1   Default:  Upon any party hereto  receiving  notice of the  occurrence of a
      Default, such party will promptly notify the other Representatives  and/or
      Group Security Agent, as the case may be, in writing of such Default.

8.2   Waiver of Defaults:  Upon the waiver or remedy of a Default in  accordance
      with the Finance  Documents,  the relevant  Representative  will  promptly
      notify the  Representatives  and/or Group Security  Agent, as the case may
      be, in writing of such waiver or remedy.

8.3   Consultation: The Group Security Agent shall, so far as practicable in the
      circumstances from time to time, consult with the Representatives:

      (a)   before  taking any formal steps to exercise  any remedy  against any
            member of the Group; and

      (b)   generally with regard to significant matters affecting the rights of
            the parties as regulated by this Agreement;

      but  nothing  in this  Clause  8.3 or  elsewhere  in this  Agreement  will
      invalidate or otherwise affect any action or step taken in accordance with
      this Agreement but without such consultation.


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8.4   Notification of Breach: Each party to this Agreement will notify the Group
      Security Agent of any breach of the provisions of this Agreement  promptly
      upon such party becoming aware of such breach.

8.5   Other Information:  Each Representative and each other Finance Party shall
      furnish to the Group  Security  Agent  such  information  relating  to the
      Obligations owing to the Finance Parties as the Group Security Agent shall
      reasonably request.

9.    APPOINTMENT AND DUTIES OF THE GROUP SECURITY AGENT

9.1   Appointment and duties of the Group Security Agent:

      (a)   Deutsche  Bank  Polska S.A. is hereby  appointed  as Group  Security
            Agent to act as agent and  security  trustee  for the purpose of the
            Security  Documents  and this  Agreement  and is hereby  irrevocably
            authorised to exercise such rights,  powers and  discretions  as are
            specifically  delegated to it by the terms of the Security Documents
            and  this  Agreement,  together  with all such  rights,  powers  and
            discretions as are incidental thereto,  and to give a good discharge
            for any moneys payable under the Security Documents.

      (b)   The Group  Security  Agent  shall  not have,  nor be deemed to have,
            assumed any obligations to, or trust or fiduciary relationship with,
            any party to this  Agreement  or any Finance  Party other than those
            for  which  specific  provision  is made by the  Security  Documents
            entered into by it and this Agreement.

      (c)   The Group  Security  Agent  shall not be or be deemed to be agent or
            trustee  for any  party to this  Agreement  other  than the  Finance
            Parties.

9.2   The Group Security Agent's Duties:  The Group Security Agent shall:

      (a)   promptly send to the  Representatives  details of each communication
            received by it under this Agreement or under the Security Documents;

      (b)   promptly  send to each  Representative  a copy of any legal  opinion
            delivered  to it  under  this  Agreement  or  any  of  the  Security
            Documents and of any document or information received by it pursuant
            to this Agreement or any of the Security Documents;

      (c)   act  in  accordance  with  any  written  instructions  given  by the
            Majority Finance Parties in accordance with this Agreement;

      (d)   have only those duties,  obligations and responsibilities  expressly
            specified in the Security Documents or this Agreement; and

      (e)   promptly notify each Representative of the occurrence of any Default
            on becoming aware of it.

9.3   The Group  Security  Agent's  Rights:  Subject to the  provisions  of this
      Agreement, the Group Security Agent may:

      (a)   perform any of its duties,  obligations and  responsibilities  under
            the  Security   Documents  or  this  Agreement  by  or  through  its
            personnel,  delegates or agents  selected by it with reasonable care
            (on the basis that the Group  Security  Agent may extend the benefit
            of  any  indemnity  received  by  it  hereunder  to  its  personnel,
            delegates or agents);

      (b)   refrain from exercising any right,  power or discretion vested in it
            under the Security  Documents or this  Agreement  until it, where so
            required  hereunder,  has received  instructions  in accordance with
            this Agreement;


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      (c)   refrain from doing  anything  which would or might in its reasonable
            opinion be contrary to any law,  directive  or judgment of any court
            of any applicable  jurisdiction or otherwise render it liable to any
            person and may do  anything  which is in its  opinion  necessary  to
            comply with any such law, directive or judgment;

      (d)   assume that no Default has  occurred  unless an officer of the Group
            Security Agent, while active on the account of the Company, acquires
            actual knowledge to the contrary;

      (e)   refrain from taking any step (or further step) to protect or enforce
            the rights of any Finance Party under any of the Security  Documents
            or this Agreement  until it has been  indemnified  and/or secured to
            its satisfaction against any costs, losses,  expenses or liabilities
            (including legal fees) which it would or might sustain or incur as a
            result;

      (f)   rely on any communication or document  reasonably  believed by it to
            be genuine and correct  and assume it to have been  communicated  or
            signed by the  person by whom it  purports  to be  communicated  and
            signed;

      (g)   rely as to any matter of fact which might  reasonably be expected to
            be within the knowledge of any person on a statement by or on behalf
            of such person;

      (h)   obtain and pay for such legal or other expert  advice or services as
            may be  reasonably  necessary or desirable  in  connection  with the
            fulfillment of its duties hereunder and rely on any such advice;

      (i)   accept  without  enquiry  such title as an  Obligor  may have to any
            asset or assets  intended to be the subject of the security  created
            by the Security Documents; and

      (j)   hold or deposit any title  deeds,  Security  Documents  or any other
            documents  in  connection  with  any of the  assets  charged  by the
            Security  Documents with any reputable bankers or banking company or
            any company whose business includes  undertaking the safe custody of
            deeds or documents or with any  reputable  lawyer or firm of lawyers
            and it shall not be responsible for or be required to insure against
            any loss incurred in connection with any such holding or deposit and
            it may pay all sums  required to be paid on account or in respect of
            any such deposit.

9.4   Exoneration of the Group Security Agent:  Neither the Group Security Agent
      nor any of its personnel or agents:

      (a)   shall be responsible  for the adequacy,  accuracy or completeness of
            any  representation,  warranty,  statement  or  information  in  the
            Security Documents or this Agreement or any notice or other document
            delivered  under the  Security  Documents  or this  Agreement  by or
            against the parties other than the Group Security Agent;

      (b)   shall  be  responsible  for  the  execution,   delivery,   validity,
            legality,  adequacy,  enforceability or admissibility in evidence of
            any of the Security Documents or this Agreement by the parties other
            than the Group Security Agent;

      (c)   shall be obliged to enquire as to the occurrence or  continuation of
            a  Default  or  as  to  the   accuracy   or   completeness   of  any
            representation or warranty made by any person;

      (d)   shall be  responsible  for any  failure of any Obligor or any of the
            Finance  Parties duly and  punctually  to observe and perform  their
            respective   obligations  under  the  Security   Documents  or  this
            Agreement;


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      (e)   shall be responsible  for the  consequences of relying on the advice
            of any professional  advisers  selected by any of them in connection
            with the Security Documents or this Agreement;

      (f)   shall be liable for acting (or  refraining  from  acting) in what it
            believes  in good faith to be in the best  interests  of the Finance
            Parties or any of them in circumstances where it has been unable, or
            it is not  practicable,  to obtain  instructions  in accordance with
            this Agreement; or

      (g)   shall  be  liable  for  anything  done or not done by it under or in
            connection  with the Security  Documents  or this  Agreement in each
            case, save in the case of its own negligence or willful misconduct.

9.5   The Group Security Agent as Finance Party:

      (a)   For so long as it is a Finance  Party in a  capacity  other  than as
            Group Security  Agent,  the Group Security Agent shall have the same
            rights,  powers and obligations  under the Finance  Documents as any
            other Finance  Party and may exercise  those rights and powers as if
            it were not also acting as Group Security Agent.

      (b)   The Group Security Agent may:

            (i)   retain for its own benefit and  without  liability  to account
                  any fee or other sum receivable by it for its own account; and

            (ii)  accept  deposits  from,  lend money to,  provide any advisory,
                  trust or other services to or engage in any kind of banking or
                  other  business  with  any  party  to  this  Agreement  or any
                  subsidiary or any party (and, in each case,  may do so without
                  liability to account).

9.6   Communications and Information:

      (a)   The Group  Security  Agent will not be  obligated to transmit to the
            Finance  Parties any information in any way relating to the Security
            Documents or this Agreement  which the Group Security Agent may have
            acquired  otherwise  than in its capacity as Group  Security  Agent.
            Notwithstanding  anything  to  the  contrary  expressed  or  implied
            herein, the Group Security Agent shall not as between itself and the
            Finance  Parties be bound to disclose to any Finance  Party or other
            person any information,  disclosure of which might in the opinion of
            the Group  Security Agent result in a breach of any law or directive
            or be otherwise actionable at the suit of any person.

      (b)   In acting as Group Security Agent for the Finance  Parties or any of
            them, the Group Security  Agent's banking  division shall be treated
            as a separate  entity  from any other of its  divisions  (or similar
            unit of the Group Security Agent in any subsequent  re-organisation)
            or affiliates (the "Other  Divisions") and, in the event that any of
            the Other  Divisions  should act for the Company or any other member
            of the  Group in a  corporate  finance  or other  advisory  capacity
            ("Advisory  Capacity"),  any information given by the Company or any
            other  member of the Group to one of the  Other  Divisions  is to be
            treated as  confidential  and will not be  available  to the Finance
            Parties or the banking  division of the Group Security Agent without
            the consent of the Company, provided that:

            (i)   the consent of the  Company  shall not be required in relation
                  to any  information  which  the  Group  Security  Agent in its
                  discretion  determines  relates  to a Default or in respect of
                  which  the  Finance  Parties  to  which  such  information  is
                  disclosed have given a  confidentiality  undertaking in a form
                  satisfactory  to the Group  Security  Agent  and the  relevant
                  member of the Group acting reasonably; and

            (ii)  if  representatives  or employees of the Group  Security Agent
                  receive  information in relation to a Default whilst acting in
                  an Advisory  Capacity,  they will not be obligated to disclose
                  such information to  representatives or employees of the Group
                  Security Agent in


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                  their  capacity  as  Group  Security  Agent  or to  any of the
                  Finance  Parties  if  to  do  so  would  breach  any  rule  or
                  regulation or fiduciary duty imposed upon such persons.

9.7   Non-Reliance  on the Group  Security  Agent:  Each  Finance  Party will be
      solely  responsible  for  making  its own  independent  investigation  and
      appraisal   of   the   business,    operations,    financial    condition,
      creditworthiness,  status and affairs of the Company and each other member
      of the  Group  and has not  relied,  and will not at any time  rely on the
      Group Security Agent:

      (a)   to  provide  it  with  any  information  relating  to the  business,
            operations,  financial  condition,   creditworthiness,   status  and
            affairs of the Company or any other  member of the Group (other than
            as is explicitly required by Clause 8.2); or

      (b)   to check  or  enquire  into  the  adequacy  or  completeness  of any
            information  provided by an Obligor under or in connection  with any
            of the  Security  Documents or this  Agreement  (whether or not such
            information has been or is at any time circulated to it by the Group
            Security Agent); or

      (c)   to assess or keep under review the business,  operations,  financial
            condition, creditworthiness, status or affairs of the Company or any
            other member of the Group.

9.8   Indemnity to the Group Security Agent:  Each Finance Party shall on demand
      indemnify the Group Security Agent against its  Proportionate  Interest of
      any cost,  loss,  expense or liability  sustained or incurred by the Group
      Security Agent in complying with any instructions from the Finance Parties
      or otherwise sustained or incurred by it in its capacity as Group Security
      Agent for the Finance  Parties  under or in  connection  with the Security
      Documents  or  this  Agreement  or  in  the  performance  of  its  duties,
      obligations  and  responsibilities  under the  Security  Documents or this
      Agreement,  except to the extent  sustained or incurred as a result of the
      negligence or wilful  misconduct of the Group Security Agent or any of its
      personnel.

9.9   Resignation of the Group Security Agent: Appointment of a successor:

      (a)   The Group Security Agent may, subject to Clause 9.9(d) below, resign
            its  appointment  at any  time by  giving  30  days'  notice  to the
            Representatives and the Company.

      (b)   The Group  Security  Agent may be  removed by the  Majority  Finance
            Parties at any time.

      (c)   A successor Group Security Agent shall be selected:

            (i)   by the retiring  Group  Security  Agent  nominating one of its
                  affiliates as successor  Group Security Agent in its notice of
                  resignation; or

            (ii)  if the retiring Group Security Agent makes no such nomination,
                  by the Majority Finance Parties  nominating one of the Finance
                  Parties  as  successor   Group   Security   Agent   (following
                  consultation with the Company); or

            (iii) if the  Majority  Finance  Parties  have  failed to nominate a
                  successor  Group  Security Agent within 30 days after the date
                  of the retiring Group Security  Agent's notice of resignation,
                  by the retiring Group Security Agent  (following  consultation
                  with the Company)  nominating a financial  institution of good
                  standing to be the successor Group Security Agent.

      (d)   The  resignation  of the  retiring  Group  Security  Agent  and  the
            appointment  of the successor  Group Security Agent will (subject as
            provided in Clause 9.9(g) below) become effective upon the successor
            Group  Security  Agent  accepting its  appointment as Group Security
            Agent in writing at which time:


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            (i)   the successor  Group  Security  Agent will become bound by all
                  the  obligations  of  the  Group  Security  Agent  and  become
                  entitled to all the rights,  privileges,  powers,  authorities
                  and discretions of the Group Security Agent hereunder;

            (ii)  the agency of the retiring Group Security Agent will terminate
                  but without  prejudice to any rights or liabilities  which the
                  retiring  Group  Security  Agent may have  accrued or incurred
                  prior to the termination of its agency; and

            (iii) the retiring Group Security Agent will be discharged  from any
                  further  liability or obligation  under or in connection  with
                  the Security Documents or this Agreement.

      (e)   The retiring Group Security Agent will co-operate with the successor
            Group  Security  Agent in order to  ensure  that its  functions  are
            transferred to the successor  Group Security Agent and will promptly
            make available to the successor  Group Security Agent such documents
            and  records  as  have  been  maintained  in  connection  with  this
            Agreement in order that the successor  Group  Security Agent is able
            to discharge its functions.

      (f)   The  provisions  of this  Agreement  will continue in effect for the
            benefit  of any  retiring  Group  Security  Agent in  respect of any
            action  taken or  omitted  to be taken by it or any event  occurring
            before the termination of its agency.

      (g)   The Group Security Agent's  resignation  shall not take effect until
            all necessary  agreements  and  documents  have been entered into in
            order  to  substitute  its  successor  as  holder  of  the  Security
            Documents  and each other party  agrees to  promptly  enter into any
            documents reasonably required for this purpose.

9.10  Role of the Group Security Agent:  The Group Security Agent shall hold the
      benefit  of the  Security  Documents  to which  it is  party as agent  and
      trustee for itself and the  Finance  Parties  and apply all  payments  and
      other benefits  received by it by reason  thereof,  or otherwise  realised
      thereunder, in accordance with this Agreement.

9.11  Change of Office of the Group Security Agent: The Group Security Agent may
      at any time and from time to time in its sole discretion by written notice
      to the Company and each of the other Finance Parties designate a different
      office in Poland  from  which its  duties  as Group  Security  Agent  will
      thereafter be performed.

9.12  Luxembourg Security: Notwithstanding anything to the contrary contained in
      any Finance  Document,  with respect to any Security located in Luxembourg
      or  subject  to a  Security  Document  governed  by  Luxembourg  law,  the
      Representative  acting as security agent under any Security Document shall
      be the Group Security Agent.

10.   NOTICE

10.1  Communications  in  Writing:  Any  communication  to be made  under  or in
      connection  with  this  Agreement  shall be made in  writing  and,  unless
      otherwise stated,  may be made by fax or letter or (to the extent that the
      relevant  party has  specified  such  address  pursuant  to Clause 10.2 by
      e-mail.

10.2  Addresses:

      (a)   The address and fax number,  and (if so specified)  e-mail  address,
            and, where appropriate,  web site (and the department or officer, if
            any, for whose  attention the  communication  is to be made) of each
            party for any  communication  or  document  to be made or  delivered
            under or in connection with this Agreement is:


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            (i)   in the  case of the  Company,  that  identified  with its name
                  below;

            (ii)  in the case of each Finance Party or any other  Obligor,  that
                  notified in writing to the Group Security Agent on or prior to
                  the date on which it becomes a party; and

            (iii) in the case of the Group Security Agent,  that identified with
                  its name below,

            or any substitute address,  fax number,  e-mail address, web site or
            department or officer,  or initial  e-mail  address as the party may
            notify to the Group  Security Agent (or the Group Security Agent may
            notify  to the  other  parties,  if a  change  is made by the  Group
            Security Agent) by not less than five Business Days' written notice.

      (b)   The  address,  facsimile  number  and  e-mail  address  of the Group
            Security Agent are:

            Deutsche Bank Polska S.A.
            Plac Grzybowski 12/14/16
            00-104 Warszawa
            Poland
            Tel:        +48 22 6525203
            Facsimile:  +48 22 6240418
            Email:      ewa.skomorowska@db.com
            Attn:       Ewa Skomorowska (Collateral Unit)

      or such other as the Group  Security Agent may notify to the other parties
      by not less than five Business Days' notice.

10.3  Delivery:

      (a)   Subject to subclause (b) below,  any  communication or document made
            or delivered by one person to another  under or in  connection  with
            this Agreement will only be effective:

            (i)   if by way of fax or e-mail, when received in legible form; or

            (ii)  if by way of  letter,  when it has been  left at the  relevant
                  address or five  Business  Days after being  deposited  in the
                  post  postage  prepaid in an envelope  addressed to it at that
                  address; or

            (iii) where reference in such  communication  is to a web site, when
                  the delivery of the letter,  fax or, as the case may be e-mail
                  referring the addressee to such web site is effective;

            and, if a particular  department  or officer is specified as part of
            its address details provided under Clause 10.2, if addressed to that
            department or officer.

      (b)   Any  communication  or document to be made or delivered to the Group
            Security Agent will be effective only when actually received by such
            person.

      (c)   All notices to an Obligor in relation to the Security,  the Security
            Documents or the enforcement thereof shall be sent through the Group
            Security Agent.


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10.4  Notification  of address,  fax number and e-mail  address:  Promptly  upon
      receipt of notification of an address,  fax number or (as the case may be)
      e-mail or change of address,  fax number or e-mail pursuant to Clause 10.2
      or changing  its own  address,  fax number or e-mail,  the Group  Security
      Agent shall notify the other parties.

11.   NO IMPLIED WAIVERS

11.1  No Waiver: No failure or delay by any of the Finance Parties in exercising
      any right,  power or privilege  under this  Agreement  shall  operate as a
      waiver  thereof  nor shall any  single or partial  exercise  or any right,
      power or privilege  preclude any other or further  exercise thereof or the
      exercise of any other right, power or privilege.

11.2  Cumulative Rights: The rights and remedies of the Finance Parties provided
      in this  Agreement  are  cumulative  and not  exclusive  of any  rights or
      remedies provided by law.

11.3  Waiver in  writing:  A waiver  given or  consent  granted  by the  Finance
      Parties under this  Agreement  will be effective  only if given in writing
      and then only in the instance and for the purpose for which it is given.

12.   INVALIDITY OF ANY PROVISION

      If any  provision  of this  Agreement  is or becomes  invalid,  illegal or
      unenforceable  in any respect  under any law, the  validity,  legality and
      enforceability  of  the  remaining  provisions  will  not be  affected  or
      impaired in any way.

13.   TERMINATION

      This Agreement shall terminate upon the latest to occur of (a) the payment
      in  full  in  cash  of  the  Indebtedness,  (b)  the  termination  of  the
      commitments, if any, under the Finance Documents and (c) the expiration or
      termination of the Secured Swap Finance Documents; provided that Clauses 9
      and 15 shall survive any such termination.

14.   LANGUAGE

      (a)   Any notice given under or in connection with this Agreement shall be
            in English.

      (b)   All  other  documents  provided  under or in  connection  with  this
            Agreement shall be:

            (i)   in English; or

            (ii)  if  not  in  English,   accompanied  by  a  certified  English
                  translation and, in this case, the English  translation  shall
                  prevail  unless the document is a statutory or other  official
                  document.

      (c)   Counterparts of this Agreement shall be executed in both the English
            and the Polish languages.  In the event of any inconsistency between
            the  English  text and the  Polish  text,  the  English  text  shall
            prevail.


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15.   GOVERNING LAW AND ARBITRATION

15.1  Governing  Law: This  Agreement  shall be governed by and construed in all
      respects in accordance with English law.

15.2  Arbitration

      Subject to Clause 15.3,  any dispute,  controversy or claim arising out of
      or in connection with this Agreement, including any question regarding the
      existence,  validity,  interpretation,   breach  or  termination  of  this
      Agreement (a "Dispute")  shall be finally  resolved in accordance with the
      UNCITRAL  Arbitration  Rules as at present in force. The arbitral tribunal
      shall  consist  of a sole  arbitrator  (the  "Tribunal").  The  appointing
      authority  shall be the London  Court of  International  Arbitration.  The
      place of  arbitration  shall be London,  England and the language shall be
      English. Any award of the sole arbitrator shall be binding from the day it
      is made and the parties  hereby  waive any rights to refer any question of
      law and any right of appeal on the law  and/or  merits to any  court.  The
      Tribunal  shall not be  authorised  to take or  provide,  and the  parties
      hereto  other  than the EBRD  shall  not be  authorised  to seek  from any
      judicial authority, any interim measures of protection or pre-award relief
      against  the  EBRD,  any  provisions  of the  UNCITRAL  Arbitration  Rules
      notwithstanding. The Tribunal shall have authority to consider and include
      in any proceeding,  decision or award any further dispute properly brought
      before it by the EBRD (but no other party)  insofar as such dispute arises
      out of this Agreement,  but, subject to the foregoing, no other parties or
      other  disputes shall be included in, or  consolidated  with, the arbitral
      proceedings.

15.3  Submission

      Notwithstanding  Clause 15.2, a party may, subject to Clause 15.5,  before
      taking a substantive step in any arbitration proceedings,  refer a Dispute
      exclusively  to the  courts of England  and each  party to this  Agreement
      hereby  submits  to  the  jurisdiction  of  such  courts.   However,  such
      submission  to the  jurisdiction  of  the  English  courts  will  only  be
      effective, in so far as EBRD is concerned, if EBRD's consent,  pursuant to
      Clause 15.5, is obtained prior to the commencement of any such action.

15.4  Forum Conveniens and Enforcement Abroad

      All parties to this Agreement:

      (a)   waive  objection  to the English  courts on grounds of  inconvenient
            forum or otherwise as regards  proceedings  in connection  with this
            Agreement; and

      (b)   agree that a judgment  or order of an  English  court in  connection
            with this  Agreement  is  conclusive  and  binding  on it and may be
            enforced against it in the courts of any other jurisdiction.

15.5  EBRD Consent

      Notwithstanding  Clause 15.3,  no Dispute may be referred to the courts of
      England  by any  party to this  Agreement  on behalf  of or  involving  or
      including EBRD without the prior written consent of EBRD.

15.6  Non-waiver

      Nothing in this Agreement shall be construed as a waiver,  renunciation or
      other modification of any immunities, privileges or exemptions of the EBRD
      accorded   under  the  Agreement   Establishing   the  European  Bank  for
      Reconstruction and Development, international convention or any applicable
      law.


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16.   COUNTERPARTS

      This  Agreement may be executed in any number of  counterparts  and all of
      such counterparts taken together shall be deemed to constitute one and the
      same instrument.

17.   AMENDMENTS TO THIS AGREEMENT

      This  Agreement  may be  amended  by a  written  instrument  signed by the
      Finance Parties or, to the extent signature by a Representative is capable
      of binding the relevant Finance Parties, their respective Representatives.

18.   THIRD PARTIES

      A person  who is not a party to this  Agreement  has no  right  under  the
      Contracts  (Rights of Third  Parties)  Act 1999 to enforce or to enjoy the
      benefit of any terms of this Agreement.

      IN WITNESS  WHEREOF this  Agreement  has been duly executed by each of the
      parties hereto the day and year first above written.


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                                   SCHEDULE I

                                 FINANCE PARTIES


Deutsche  Bank  Luxembourg  S.A.,  as  facility  agent  under the Main  Facility
Agreement

Deutsche Bank Polska S.A., as security agent under the Main Facility Agreement

Banks under the Main Facility Agreement

   Bank fur Arbeit und Wirtschaft Aktiengesellschaft

   Bank ael(1)ski Spo(3)ka Akcyjna

   Bank Zachodni, S.A.

   Bayerische Landesbank Girozentrale

   BIG Bank GDANSKI S.A.

   BRE Bank S.A.

   Citibank (Poland) S.A.

   Deutsche Bank Luxembourg S.A.

   Deutsche Bank Polska S.A.

   Dresdner Bank Luxembourg S.A.

   The European Bank for Reconstruction and Development

   Industriebank von Japan (Deutschland) Aktiengesellschaft

   ING Bank N.V., Warsaw Branch

   Kreditanstalt fur Wiederaufbau

   Kredyt Bank S.A.

   LG PetroBank S.A.

   Mizuho Bank Nederland NV

   Powszechny Bank Kredytowy S.A. w Warszawie

   Westdeutsche Landesbank Girozentrale, London Branch

   Wielkopolski Bank Kreditowy S.A.

Deutsche Bank Luxembourg S.A., as facility agent under the Supplemental Facility
Agreement


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Deutsche Bank Polska S.A., as security agent under the Supplemental Facility
Agreement

Banks under the Supplemental Facility Agreement

   Deutsche Bank Luxembourg S.A.

   Deutsche Bank Polska S.A.

   Dresdner Bank Luxembourg S.A.


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                                   SCHEDULE II

                        FINANCE PARTY ACCESSION AGREEMENT


THIS AGREEMENT is made on

BETWEEN:

(1)   [                     ] (the "New Finance Party") and

(2)   Deutsche Bank Polska S.A., in its capacity as Group  Security  Agent under
      the Intercreditor Agreement.

RECITAL:

      (A)   This Agreement is supplemental to a Collateral Sharing Intercreditor
            Agreement dated __ February,  2001 (the  "Intercreditor  Agreement")
            between,  amongst others,  Polska  Telefonia  Cyfrowa Sp. z o.o. and
            Deutsche Bank Polska S.A. as Group Security Agent.

      (B)   This  Agreement has been entered into to record the accession of the
            New Finance Party as a [Main Bank Finance Party]  [Supplemental Bank
            Finance  Party]  [Additional  Finance  Party][Secured  Swap  Finance
            Party] under the Intercreditor  Agreement pursuant to the provisions
            of Clause [5.1]/[5.2] thereof.

NOW THIS AGREEMENT WITNESSES as follows:

1.    Definitions

      Terms defined in the  Intercreditor  Agreement shall have the same meaning
      when used in this Agreement.

2.    Accession  of New [Main Bank  Finance  Party]  [Supplemental  Bank Finance
      Party] [Additional Finance Party][Secured Swap Finance Party]

2.1   The New Finance Party hereby agrees to become,  with immediate  effect,  a
      [Main Bank Finance Party]  [Supplemental  Bank Finance Party]  [Additional
      Finance  Party][Secured  Swap Finance Party] and agrees to be bound by all
      of the terms of the  Intercreditor  Agreement as if it had originally been
      party thereto as a [Main Bank Finance  Party]  [Supplemental  Bank Finance
      Party] [Additional  Finance  Party][Secured Swap Finance Party] thereunder
      including, for the avoidance of doubt, appointing the Group Security Agent
      as security agent and trustee under the relevant Security Documents.

2.2   The New Finance  Party  confirms  that its address  details for notices in
      relation to Clause 9 of the Intercreditor Agreement are as follows:

      Address:    o

      Facsimile:  o

      Email:      o

      Attention:  o

2.3   By its signature below, the Group Security Agent (for itself and on behalf
      of the Obligors and the Finance  Parties)  confirms the acceptances of the
      New  Finance  Party as a [Main  Bank  Finance  Party]  [Supplemental  Bank
      Finance Party] [Additional Finance  Party][Secured Swap Finance Party] for
      all purposes under the  Intercreditor  Agreement in accordance with Clause
      5.3 thereof.


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3.    Law

      This  Agreement  shall  be  governed  and  construed  in all  respects  in
      accordance with English law.

4.    Counterparts

      The  Agreement  may be executed in any number of  counterparts  and all of
      such counterparts taken together shall be deemed to constitute one and the
      same instrument.

IN WITNESS  whereof this Agreement has been duly executed the day and year first
above written.


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                     SIGNATORIES TO THE ACCESSION AGREEMENT

The New [Main Bank Finance Party]  [Supplemental Bank Finance Party] [Additional
Finance Party][Secured Swap Finance Party][Representative of such person]

By:
    ---------------------------
Name:
Title:

The Group Security Agent

DEUTSCHE BANK POLSKA S.A.

By:
    ---------------------------
Name:
Title:


[Without prejudice to the foregoing,  execution of this Agreement by the parties
hereto,  [Main Bank Finance Party] [Supplemental Bank Finance Party] [Additional
Finance Party][Secured Swap Finance Party][Representative of such person] hereby
expressly  and  specifically   confirms  its  agreement  with  the  granting  of
jurisdiction to English courts provided for in this Agreement for the purpose of
Article 1 of the Protocol  annexed to the Convention on the Jurisdiction and the
Enforcement of Judgments in Civil and  Commercial  Matters signed at Brussels on
27 September, 1968, as amended.]*


------------
* required in the event that new party is incorporated in Luxembourg.


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Group Security Agent

DEUTSCHE BANK POLSKA S.A.


By:
    ---------------------------                 ---------------------------
Name:
Title:


Security Agent for the Main Bank Facility

DEUTSCHE BANK POLSKA S.A.
for itself and on behalf of the Banks


By:
    ---------------------------                 ---------------------------
Name:
Title:


Agent for the Main Bank Facility

DEUTSCHE BANK LUXEMBOURG S.A.


By:
    ---------------------------                 ---------------------------
Name:
Title:


Security Agent for the Supplemental Bank Facility


DEUTSCHE BANK POLSKA S.A.
for itself and on behalf of the Banks

By:
    ---------------------------                 ---------------------------
Name:
Title:


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Agent for the Supplemental Bank Facility

DEUTSCHE BANK LUXEMBOURG S.A.

By:
    ---------------------------                 ---------------------------
Name:
Title:


[Agent for the New Facility

NAME OF AGENT BANK

By:
    ---------------------------                 ---------------------------
Name:
Title:]


Without  prejudice to the foregoing,  execution of this Agreement by the parties
hereto, Deutsche Bank Luxembourg S.A. hereby expressly and specifically confirms
its agreement with the granting of  jurisdiction  to English courts provided for
in this  Agreement  for the purpose of Article 1 of the Protocol  annexed to the
Convention on the  Jurisdiction  and the  Enforcement  of Judgments in Civil and
Commercial Matters signed at Brussels on 27 September, 1968, as amended.


For DEUTSCHE BANK LUXEMBOURG S.A.


By:
    ---------------------------                 ---------------------------
Name:
Title:


Without  prejudice to the foregoing,  execution of this Agreement by the parties
hereto, Dresdner Bank Luxembourg S.A. hereby expressly and specifically confirms
its agreement with the granting of  jurisdiction  to English Courts provided for
in this  Agreement  for the purpose of Article 1 of the Protocol  annexed to the
Convention on the  Jurisdiction  and the  Enforcement  of Judgments in Civil and
Commercial Matters signed at Brussels on 27 September, 1968, as amended. *

For DRESDNER BANK LUXEMBOURG S.A.


By
    ---------------------------                 ---------------------------
Name:
Title:


-------------
*  Repeat this specific acceptance of jurisdiction clause for any other party
   incorporated in Luxembourg.


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                                   SCHEDULE N

                   ADDITIONAL DOCUMENTARY CONDITIONS PRECEDENT

1.    A resolution of the  Shareholders  (i) authorising the execution of a deed
      of voluntary  submission  pursuant to Art. 777 Sec. 1.5 of the Polish Code
      of Civil Procedure up to an amount of  E300,000,000;  (ii) authorising the
      execution  of Amendment  Agreement  No. 1 to the Asset  Pledge;  and (iii)
      amending prior resolutions of the Shareholders numbered 3/2001, 4/2001 and
      5/2001.

2.    Registration of the Asset Pledge, as amended by Amendment  Agreement No. 1
      to the Asset  Pledge  dated  24th  September,  2001 with the  register  of
      pledges kept by the  District  Court in Warsaw or refusal by such court to
      register  such  Asset  Pledge  on the  basis  that  such  registration  is
      unnecessary or inappropriate.

3.    Execution  by the  Borrower  of the  notarial  deed  referred to in Clause
      19.30(e)(Pledge Law).

4.    Confirmatory legal opinions of So(3)tysinski  Kawecki & Szlezak in Poland,
      Nauta  Dutilh  in  The  Netherlands  and  Elvinger,   Hoss  &  Prussen  in
      Luxembourg.


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                        SIGNATORIES TO FACILITY AGREEMENT

Borrower

POLSKA TELEFONIA CYFROWA SP. Z O. O.


By:
    ---------------------------
Name:
Title:


Guarantors

PTC International Finance B.V.


By:
    ---------------------------
Name:
Title:


PTC International Finance (Holding) B.V.


By:
    ---------------------------
Name:
Title:

PTC International Finance II S.A.


By:
    ---------------------------
Name:
Title:


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Lead Arrangers

DEUTSCHE BANK AG LONDON, as Lead Arranger


By:
    ---------------------------
Name:
Title:



DEUTSCHE BANK POLSKA, S.A., as Lead Arranger


By:
    ---------------------------
Name:
Title:



DRESDNER BANK LUXEMBOURG S.A., as Lead Arranger


By:
    ---------------------------
Name:
Title:



Tranche A Banks

MIZUHO BANK NEDERLAND N.V.

By:
    ---------------------------
Name:
Title:

BANK AUSTRIA AKTIENGESELLSCHAFT

By:
    ---------------------------
Name:
Title:

THE ROYAL BANK OF SCOTLAND PLC

By:
    ---------------------------
Name:
Title:


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Tranche B Banks

DEUTSCHE BANK POLSKA S.A.

By:
    ---------------------------
Name:
Title:

KREDYT BANK S.A.

By:
    ---------------------------
Name:
Title:

ING BANKaeL(Y)SKI S.A.

By:
    ---------------------------
Name:
Title:

ING BANK N.V., WARSAW BRANCH

By:
    ---------------------------
Name:
Title:

WESTDEUTSCHE LANDESBANK POLSKA S.A.

By:
    ---------------------------
Name:
Title:

LG PETRO BANK S.A.

By:
    ---------------------------
Name:
Title:


BIG BANK GDANSKI S.A.

By:
    ---------------------------
Name:
Title:


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BANK OCHRONYaeRODOWISKA S.A.

By:
    ---------------------------
Name:
Title:

POWSZECHNY BANK KREYTOWY S.A. W WARSZAWIE

By:
    ---------------------------
Name:
Title:

BANK PRZEMYS(pound)OWO-HANDLOWY S.A.

By:
    ---------------------------
Name:
Title:

BANK GOSPODARKI -WYNOaeCIOWEJ S.A.

By:
    ---------------------------
Name:
Title:

BRE BANK S.A.

By:
    ---------------------------
Name:
Title:


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Agent

DEUTSCHE BANK LUXEMBOURG S.A., as Agent


By:
    ---------------------------
Name:
Title:



Security Agent

DEUTSCHE BANK POLSKA S.A., as Security Agent


By:
    ---------------------------
Name:
Title:


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Without  prejudice to the foregoing  execution of this  Agreement by the parties
hereto,  PTC  International  Finance II S.A. hereby  expressly and  specifically
confirms its  agreement  with the  granting of  jurisdiction  to English  courts
provided  for in this  Agreement  for the  purpose of Article 1 of the  Protocol
annexed to the Convention on the  Jurisdiction  and the Enforcement of Judgments
in Civil and  Commercial  Matters  signed at Brussels on 27 September,  1968, as
amended.


For PTC INTERNATIONAL FINANCE II S.A.


By:
    ---------------------------
Name:
Title:

Without  prejudice to the foregoing  execution of this  Agreement by the parties
hereto, Deutsche Bank Luxembourg S.A. hereby expressly and specifically confirms
its agreement with the granting of  jurisdiction  to English courts provided for
in this  Agreement  for the purpose of Article 1 of the Protocol  annexed to the
Convention on the  Jurisdiction  and the  Enforcement  of Judgments in Civil and
Commercial Matters signed at Brussels on 27 September, 1968, as amended.


For DEUTSCHE BANK LUXEMBOURG S.A.


By:
    ---------------------------
Name:
Title:

Without  prejudice to the foregoing  execution of this  Agreement by the parties
hereto, Deutsche Bank Luxembourg S.A. hereby expressly and specifically confirms
its agreement with the granting of  jurisdiction  to English courts provided for
in this  Agreement  for the purpose of Article 1 of the Protocol  annexed to the
Convention on the  Jurisdiction  and the  Enforcement  of Judgments in Civil and
Commercial Matters signed at Brussels on 27 September, 1968, as amended.


For DRESDNER BANK LUXEMBOURG S.A.


By:
    ---------------------------
Name:
Title:


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                                    CONTENTS


Clause                                                                 Page

1.    INTERPRETATION......................................................1
2.    FACILITY AND RELATED MATTERS.......................................28
3.    PURPOSE AND RESPONSIBILITY.........................................29
4.    CONDITIONS PRECEDENT...............................................30
5.    ADVANCES...........................................................31
6.    CANCELLATION AND REDUCTION.........................................33
7.    REPAYMENT..........................................................35
8.    PREPAYMENT.........................................................36
9.    INTEREST PERIODS...................................................37
10.   INTEREST...........................................................38
11.   SELECTION OF OPTIONAL CURRENCIES...................................39
12.   AMOUNT OF OPTIONAL CURRENCIES......................................41
13.   PAYMENTS...........................................................42
14.   TAXES..............................................................44
15.   MARKET DISRUPTION..................................................45
16.   INCREASED COSTS....................................................47
17.   ILLEGALITY AND MITIGATION..........................................49
18.   REPRESENTATIONS AND WARRANTIES.....................................49
19.   UNDERTAKINGS.......................................................54
20.   SYSTEM UNDERTAKINGS................................................70
21.   FINANCIAL UNDERTAKINGS.............................................72
22.   DEFAULT............................................................73
23.   GUARANTEES.........................................................79
24.   INDEMNITIES........................................................81
25.   AGENT, SECURITY AGENT, LEAD ARRANGERS, ARRANGERS AND BANKS.........82
26.   FEES...............................................................87
27.   EXPENSES...........................................................88
28.   STAMP DUTIES.......................................................88
29.   AMENDMENTS AND WAIVERS.............................................88
30.   CHANGES TO PARTIES.................................................89
31.   SET-OFF AND REDISTRIBUTION.........................................91
32.   DISCLOSURE OF INFORMATION..........................................94
33.   SEVERABILITY.......................................................94
34.   COUNTERPARTS.......................................................94
35.   NOTICES............................................................95
36.   EVIDENCE AND CALCULATIONS..........................................96
37.   LANGUAGE...........................................................97
38.   JURISDICTION.......................................................97
39.   Waiver of Immunity.................................................98
40.   GOVERNING LAW......................................................99
41.   THIRD PARTIES......................................................99


                                      (i)

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                                    SCHEDULES


A.    Banks................................................................. 103
B.    Guarantors............................................................ 104
C.    Form of Transfer Certificate.......................................... 105
D.    Security Documents.................................................... 110
E.    Documentary Conditions Precedent...................................... 111
F.    Existing Security Interests........................................... 115
G.    Additional Costs Rate................................................. 118
H.    Form of Request for an Advance........................................ 120
I.    Accession Document.................................................... 121
J.    Form of Compliance Certificate........................................ 123
K.    Existing Financial Indebtedness....................................... 127
L.    Existing Hedging Agreements........................................... 130
M.    Collateral Sharing Intercreditor Agreement............................ 131
N.    Additional Documentary Conditions Precedent........................... 154


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