<PAGE>   1

                                                                    EXHIBIT 10.9

                                AMENDMENT NO. 1

                        TO INDENTURE DATED JULY 1, 1997

                    BETWEEN PTC INTERNATIONAL FINANCE B.V.,

                      POLSKA TELEFONIA CYFROWA SP. Z O. O.

                            AND THE BANK OF NEW YORK

                                   AS TRUSTEE

                         Dated as of November 19, 1999

Reference is made to the Indenture dated July 1, 1997 between PTC International
Finance B.V., Polska Telefonia Cyfrowa Sp. z o.o. and The Bank of New York as
Trustee (the "Indenture"). Capitalized terms used but not defined herein have
the meanings given to them in the Indenture.

SECTION 1  AMENDMENT

Section 1.01 of the Indenture is hereby amended as follows:

     Under the definition of "Permitted Investment," item (a) shall be amended
     in its entirety to read as follows:

     (a)   (i) the form of loans or advances to the Company or (ii) a Restricted
           Subsidiary, or a Person which will, upon the making of such
           Investment, become a Restricted Subsidiary; provided, however, that
           the primary business of such Restricted Subsidiary is a
           Telecommunications Business;

SECTION 2  GOVERNING LAW

This Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

SECTION 3  OTHER PROVISIONS

This Amendment incorporates all other provisions of the Indenture as if set
forth herein.
<PAGE>   2

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the date first written above.

                                          PTC INTERNATIONAL FINANCE B.V.,
                                          as Issuer,

                                          by
                                          --------------------------------------
                                             Name:
                                             Title:

                                          by
                                          --------------------------------------
                                             Name:
                                             Title:

                                          POLSKA TELEFONIA CYFROWA SP. Z O.O.,

                                          by
                                          --------------------------------------
                                             Name:
                                             Title:

                                          by
                                          --------------------------------------
                                             Name:
                                             Title:

                                          THE BANK OF NEW YORK,
                                          as Trustee,

                                          by
                                          --------------------------------------
                                             Name:
                                             Title: