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                                                                  Exhibit 10.10
                                                                  -------------


                           [Form of Waiver Letter]

             [ON LETTERHEAD OF POLSKA TELEFONIA CYFROWA SP. Z O.O.]



To:      Citibank International plc and Citibank (Poland) S.A.
         as Agents on behalf of the Banks party to the Loan Agreement
         referred to below


                                                                          , 1999

Dear Sir/Madam

We refer to:

(i)     the Loan Agreement dated 17th December, 1997 between Polska Telefonia
        Cyfrowa Sp. z o.o. as Borrower, the Arrangers and the Banks referred to
        therein, Citibank International plc and Citibank (Poland) S.A. as
        Agents, Citibank (Poland) S.A. and Citibank, N.A. as Security Agents and
        Citibank, N.A. as Co-ordinator (the "LOAN AGREEMENT"); and

(ii)    the waiver and consent (the "ORIGINAL WAIVER") granted to the Borrower
        by the Majority Banks on 4 August, 1999.

Terms defined in the Loan Agreement shall have the same meaning where used in
this letter, unless otherwise defined or the context otherwise requires.

We are writing to advise as follows:

(i)     The Borrower, acting through its Luxembourg Subsidiary established by it
        for this purpose ("PTC INTERNATIONAL FINANCE II S.A.") is contemplating
        incurring Financial Indebtedness by the issue of further high yield debt
        ("FURTHER HIGH YIELD DEBT"):

        (a)     the aggregate face value of which, less the Escrow Amounts (as
                defined below), will be at least US$150,000,000 (or its
                equivalent in any other currency or currencies);

        (b)     the maturity of which will be not earlier than the maturity of
                the existing high yield debt issued pursuant to the High Yield
                Debt Documents (the "EXISTING HIGH YIELD DEBT"), being July 1,
                2007;

        (c)     which will be (a) guaranteed by the Borrower (b) subordinated in
                right of payment and priority to amounts outstanding under the
                Senior Finance Documents on terms substantially similar to the
                subordination terms contained in the High Yield Debt Documents
                relating to the Existing High Yield Debt and (c) rank pari passu
                with the Existing High Yield Debt;

        (d)     the proceeds of which in an amount equal to the aggregate face
                amount

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                of the notes issued in relation thereto less any discounts,
                commissions, fees, costs and expenses will be disbursed by PTC
                International Finance II S.A. to a Dutch Subsidiary established
                for this purpose of the Borrower ("PTC INTERNATIONAL FINANCE
                (HOLDING) B.V.") and an intercompany loan from PTC International
                Finance II S.A. to PTC International Finance (Holding) B.V. will
                arise in an amount equal to such aggregate face amount of such
                notes (the "FIRST ON-LOAN");

        (e)     the proceeds of the First On-loan less any discounts,
                commissions, fees, costs, expenses and amounts placed by PTC
                International Finance (Holding) B.V. in an Escrow Account(s) (as
                defined below) will be disbursed by PTC International Finance
                (Holding) B.V. to the Borrower and an intercompany loan from PTC
                International Finance (Holding) B.V. to the Borrower will arise
                in an amount equal to the aggregate face amount of such notes
                less amounts held in the Escrow Account(s) (the "SECOND
                ON-LOAN");

        (f)     which will involve an escrow arrangement pursuant to which:

                (a)     amounts ("ESCROW AMOUNTS") which (together with interest
                        and/or investment gains or income accruing or arising
                        thereon or in relation thereto sufficient to cover the
                        first five semi-annual instalments of interest payable
                        on the Further High Yield Debt) will be placed by or on
                        behalf of PTC International Finance (Holding) B.V. in an
                        account or accounts (each an "ESCROW ACCOUNT") from
                        which amounts equal to each of the first five
                        instalments of interest payable on the Further High
                        Yield Debt shall be debited and applied in payment of
                        each such instalment; and

                (b)     a first priority Security Interest will be created over
                        the Escrow Account(s) and any balance from time to time
                        standing to the credit thereof in favour of the
                        noteholders holding such Further High Yield Debt or the
                        trustee of such noteholders.

        Incurring Financial Indebtedness in a manner referred to in this
        paragraph (A), giving a guarantee as referred to in this paragraph (A)
        and creating security referred to in sub-paragraph (b) of paragraph
        (A)(vi) above, would constitute a breach of undertakings under Clauses
        20.26 (Financial Indebtedness), 20.8 (Negative Pledge) and 20.12 (Loans
        and Guarantees) and, in each case, a resulting Event of Default under
        Clause 23.3 (Breach of Obligations) of the Loan Agreement.

(b)     The Borrower is contemplating incurring Financial Indebtedness by
        entering into arrangements with its vendors ("VENDOR FINANCING
        ARRANGEMENTS") whereby payments to such vendors may be deferred for
        periods which would or might constitute a breach of undertakings under
        Clause 20.26(a)(iv) and a resulting Event of Default under Clause 23.3
        (Breach of Obligations) of the Loan Agreement.

(c)     The Borrower is contemplating entering into hedging transactions
        ("RELEVANT HEDGING

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        TRANSACTIONS") in accordance with Clause 20.14 of the Loan Agreement and
        otherwise in accordance with the Hedging Policy with Banks or other
        financial institutions which are underwriters of the Further High Yield
        Debt, certain of which Relevant Hedging Transactions will be unsecured
        and not designated Senior Finance Documents.

        Incurring Financial Indebtedness by the Borrower in a manner referred to
        in this paragraph (C) would or might constitute a breach of undertakings
        under Clause 20.26 (Financial Indebtedness) and a resulting Event of
        Default under Clause 23.3 (Breach of Obligations) of the Loan Agreement.

(d)     The Borrower is hereby requesting the consent of the Majority Banks to
        permit the Borrower to utilise the entire undrawn portion of the Total
        Commitments under the Loan Agreement.

(e)     The Borrower is contemplating incurring Financial Indebtedness by:

        (A)     borrowing from its Shareholders;

        (B)     borrowing or obtaining other forms of credit from any reputable
                bank or other financial institution; or

        (C)     a combination of the foregoing.

                (together "ADDITIONAL FINANCING ARRANGEMENTS").

        Incurring Financial Indebtedness by the Borrower in a manner referred to
        in paragraph (E)(i) above is permitted under Clause 20.26(a)(iii)
        provided that such Financial Indebtedness is subordinated to the amounts
        outstanding under the Loan Agreement on terms reasonably satisfactory to
        the Majority Banks. Incurring Financial Indebtedness by the Borrower in
        the manner referred to in paragraph (E)(ii) and (E)(iii) would
        constitute a breach of undertaking under Clause 20.26 (Financial
        Indebtedness) and a resulting Event of Default under Clause 23.3 (Breach
        of Obligations) of the Loan Agreement.

(A)     In connection with the Loan Agreement we hereby request that you sign
        this letter as evidence of your agreement to the following:

(A)     In relation to the matters set out in paragraph (A) above, you agree to
        waive a breach of undertakings under Clauses 20.26 (Financial
        Indebtedness), Clause 20.8 (Negative Pledge) and 20.12 (Loans and
        Guarantees) of the Loan Agreement and any resulting Event of Default
        under Clause 23.3 (Breach of Obligations) of the Loan Agreement, arising
        as a result of the issue of the Further High Yield Debt and the related
        guarantee given by the Borrower and security in relation to the Escrow
        Account(s) provided by PTC International Finance (Holding) B.V.,
        provided that:

        (a)     PTC International Finance (Holding) B.V. and PTC International
                Finance II S.A. are deemed to be Principal Members of the Group
                for the purposes of the Senior Finance Documents; and

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        (b)     securities and guarantees in favour of the Finance Parties on
                terms substantially similar to those existing in relation to PTC
                International Finance B.V. are given by the Borrower, PTC
                International Finance (Holding) B.V. and PTC International
                Finance II S.A. (including, without limitation, a pledge by the
                Borrower of its shares in PTC International Finance (Holding)
                B.V., a pledge by PTC International Finance (Holding) B.V. of
                its shares in PTC International Finance II S.A., a pledge by PTC
                International Finance (Holding) B.V. of its accounts (other than
                the Escrow Account(s)), a pledge by PTC International Finance II
                S.A. of its accounts, pledges by PTC International Finance
                (Holding) B.V. and PTC International Finance II S.A. of all
                receivables, and guarantees by PTC International Finance
                (Holding) B.V. and PTC International Finance II S.A. of the
                Borrower's obligations under the Senior Finance Documents);

(A)     (c)     the Further High Yield Debt (including the guarantee, the First
                On-loan and the Second On-loan) is subordinated in right of
                payment and priority to amounts outstanding under the Senior
                Finance Documents in a manner substantially similar to the
                subordination terms contained in the Existing High Yield other
                than in relation to the amounts standing to the credit of each
                Escrow Account;

        (d)     any amounts released from the Escrow Account(s) to PTC
                International Finance (Holding) B.V. are promptly on-lent to the
                Borrower, except to the extent that such amounts represent
                payments of any amounts due on the High Yield Debt (including
                each of the first five instalments of interest) in accordance
                with the terms of the Escrow Account(s). Any such further
                on-loan shall be subordinated in right of payment and priority
                to amounts outstanding under the Senior Finance Documents in a
                manner substantially similar to the subordination terms
                contained in the Existing High Yield;

(B)     (e)     the documentation relating to the issue of the Further High
                Yield Debt is substantially similar to the High Yield Debt
                Documents (other than as regards the covenants and other
                commercial terms of the Further High Yield Debt and provisions
                relating to the Escrow Amounts and Escrow Account(s)) and is
                designated as High Yield Debt Documents for the purposes of
                paragraph (f) of the definition of High Yield Debt Documents in
                the Loan Agreement; and

        (f)     the aggregate face value of the notes issued in relation to the
                Further High Yield Debt less the Escrow Amounts is not less than
                US$150,000,000 (or its equivalent in any other currency or
                currencies).

(A)     In relation to the matters set out in paragraph B above, you agree that
        (a) the reference to 90 days in paragraph (e) of the definition of
        "FINANCIAL INDEBTEDNESS" in Clause 1.1 of the Loan Agreement shall
        henceforth be read and construed as though it were a reference to 180
        days and (b) Clause 20.26(a)(iv) of the Loan Agreement shall henceforth
        be read and construed as though the vendor financings therein referred
        to were vendor financings with payment terms of 180 days or more.

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(B)     In relation to the matters set out in paragraph (C) above, you agree to
        waive a breach of undertakings under Clause 20.26 (Financial
        Indebtedness) and a resulting Event of Default under Clause 23.3 (Breach
        of Obligations) of the Loan Agreement arising as a result of the
        Borrower incurring any Financial Indebtedness under any Relevant Hedging
        Transactions provided that (a) such Relevant Hedging Transactions are
        entered into with Banks or other financial institutions which are
        underwriters of the further High Yield Debt, (b) are within the terms of
        the Hedging Policy and (c) the Borrower procures that the details of the
        exposure under each such Relevant Hedging Transaction is reported
        pursuant to Clause 20.2(a)(ii) (B) whether or not such Relevant Hedging
        Transaction is designated as a "Senior Finance Document" pursuant to
        Clause 20.14(c).

(C)     You hereby confirm that the updated Hedging Policy dated 20th October,
        1999 is acceptable to you.

(D)     In relation to the matters set out in paragraph (D) above, you hereby
        agree that:

        (a)     you have received the updated Business Plan dated 21st October,
                1999 ("UPDATED BUSINESS Plan") and you agree that
                notwithstanding the requirements of Clause 4.2(c) of the Loan
                Agreement, the proceeds of future Utilisations may be applied
                for the purposes provided in Clause 3.1(c) of the Loan
                Agreement;

        (b)     Clause 4.2(d)(ii) shall cease to apply and Clause 4.2(d) shall
                be read and construed as if the words "the lower of" in line 6
                of Clause 4.2(d) were omitted; and

        (c)     notwithstanding that the Borrower's financial performance as
                projected by the Updated Business Plan may result in breaches of
                financial covenants in the Loan Agreement and indicates the
                necessity of a refinancing of the December 2000 principal
                repayments, you agree that neither those prospective breaches
                nor that potential refinancing shall be taken as an event which,
                with the lapse of time, would constitute an Event of Default for
                the purposes of the term "Default" in Clause 4.2(a) of the Loan
                Agreement, but this shall not prevent the operation of the
                drawstop under Clause 4.2(a) if those breaches actually occur or
                if any such principal repayment is not made, nor shall they
                affect any other conditions to drawing under the Loan Agreement,
                nor shall the operation of Clause 4.2(a) be affected in relation
                to any other breach or default.

                However, subject to the foregoing, it is the intention that
                within the current terms of the Senior Finance Documents,
                further Utilisations of the unutilised Total Commitments be made
                available to the Borrower notwithstanding its predicted
                financial condition under the Updated Business Plan

        (d)     Provided always that your agreement to (a), (b) and (c) above
                shall take effect only if and when the Borrower shall have
                received proceeds of the Further High Yield Debt which after
                deducting the Escrow Amounts shall be

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                at least US$150,000,000 (less only the amount of any discounts,
                commissions, fees, costs and expenses incurred directly in
                relation to the same).

(b)     In relation to the matters set out in paragraph (E) above, you agree to
        waive any breach of undertaking under Clause 20.26 (Financial
        Indebtedness) and any resulting Event of Default under Clause 23.3
        (Breach of Obligations) of the Loan Agreement arising as a result of the
        Borrower incurring Financial Indebtedness as a result of entering into
        any Additional Financing Arrangements provided that such Financial
        Indebtedness is subordinated pursuant to a subordination agreement
        substantially similar in all material respects to the Subordination
        Agreements dated August 24, 1999 and entered into between the Security
        Agent, the Borrower and each Subordinated Lender party thereto
        ("EXISTING SUBORDINATION AGREEMENTS").

(c)     You agree that any Financial Indebtedness incurred under the Further
        High Yield Debt, or any Additional Financing Arrangement subordinated as
        provided in 6 above, shall be disregarded for the purposes of the
        definition of "Senior Debt" set out in Clause 1.1 of the Loan Agreement.

(d)     You agree that interest accruing on the Further High Yield Debt during
        the period commencing on the issue date thereof and ending on the date
        on which the fifth semi-annual instalment of interest falls to be made
        shall be disregarded from the "INTEREST" element of the calculation of
        "INTEREST EXPENSE" set out in Clause 1.1 of the Loan Agreement.

(e)     You hereby agree that the documentation relating to the issue of the
        Further High Yield Debt shall be designated as "HIGH YIELD DEBT
        DOCUMENTS" for the purposes of paragraph (f) of the definition of "HIGH
        YIELD DEBT DOCUMENTS" in the Loan Agreement.

(f)     You hereby agree that for the purposes of paragraph 1(c) and paragraph 6
        any determination by the Agent (i) that the Further High Yield Debt has
        been subordinated on terms substantially similar to the subordination
        terms contained in the High Yield Debt Documents relating to the
        Existing High Yield Debt and/or (ii) that for the purposes of paragraph
        6 any Financial Indebtedness arising out of any Additional Financing
        Arrangements has been subordinated pursuant to a subordination agreement
        substantially similar in all material respects to the Existing
        Subordination Agreement shall be binding on the Banks (the Banks
        agreeing that the Agent's determination relates only to the wording of
        the express terms relating to subordination, as identified to the Agent
        by Allen & Overy, contained in those documents).

The Borrower hereby confirms the following:

I       Except as provided herein and in the Original Waiver, the provisions of
        Clause 22 (Financial Undertakings) of the Loan Agreement are complied
        with and will continue to be complied with following the issue of the
        Further High Yield Debt, entry into any of the Vendor Financing
        Arrangements and any of the Relevant Hedging Transactions, and the
        utilisation of the unutilised portion of the Total Commitments

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        under the Loan Agreement.

II      Except as waived by or consented to in this letter, no Default is
        outstanding and continuing.

III     Except for the waivers and consents specifically referred to in this
        letter, the Loan Agreement remains in full force and effect without any
        further waiver.

IV      Your agreement to the waivers and consent sought in this letter shall
        not in any way be construed as a waiver of any other term of the Loan
        Agreement.

This letter and the waivers and consents herein shall be governed by, and
construed in accordance with, English law.

Please sign and return a copy of this letter to Mr. Paul Thompson, Citibank
Loans Agency, by facsimile to 44 171 500 4482 by not later than Thursday
11 November, 1999.

Yours faithfully


For and on behalf of
POLSKA TELEFONIA CYFROWA SP. Z O.O.



We agree to the above
For and on behalf of


[name of Bank]

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