<PAGE>   1

                                                                     EXHIBIT 4.2

                         [FORM OF FACE OF INITIAL NOTE]

[If Regulation S Global Note -- CUSIP Number L78029 AA0/ISIN Number USL 78029
AA03]

[If Restricted Global Note -- CUSIP Number 693645 AA1/ISIN Number US693645 AA15]

No.

     [Include if Global Note -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

     [Include if Global Note -- TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS NOTE BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE,
PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT ("RULE 144A"), TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE U.S. SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE
THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.

     THIS NOTE MAY NOT BE OFFERED OR SOLD, WHETHER DIRECTLY OR INDIRECTLY, AS
PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER, TO ANY INDIVIDUAL OR
LEGAL ENTITY ANYWHERE IN THE WORLD OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES
WHO OR WHICH TRADE OR INVEST IN NOTES IN THE CONDUCT OF THEIR PROFESSION OR
BUSINESS
<PAGE>   2

WITHIN THE MEANING OF THE EXEMPTION REGULATION OF 21 DECEMBER 1995 (AS AMENDED)
ISSUED PURSUANT TO THE NETHERLANDS' SECURITIES MARKET SUPERVISION ACT 1995 (WET
TOEZICHT EFFECTENVERKEER) (WHICH INCLUDES BANKS, BROKERS, SECURITIES
INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, INVESTMENT INSTITUTIONS, OTHER
INSTITUTIONAL INVESTORS AND OTHER PARTIES, INCLUDING TREASURY DEPARTMENTS OF
COMMERCIAL ENTERPRISES AND FINANCE COMPANIES OF GROUPS, WHICH ARE REGULARLY
ACTIVE IN THE FINANCIAL MARKETS IN A PROFESSIONAL MANNER). THE RESTRICTIONS IN
THIS PARAGRAPH SHALL CEASE TO APPLY FROM THE DATE ON WHICH THE SECURITIES BOARD
OF THE NETHERLANDS ( STICHTING TOEZICHT EFFECTENVERKEER) SHALL HAVE GRANTED A
DISPENSATION ON THE OFFERING PURSUANT TO THE EXCHANGE OFFER REGISTRATION
STATEMENT (AS DEFINED HEREIN) OR SHELF REGISTRATION STATEMENT (AS DEFINED
HEREIN), AS THE CASE MAY BE, DECLARED EFFECTIVE BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION.

             11 1/4% SENIOR SUBORDINATED GUARANTEED NOTES DUE 2009

     PTC International Finance II S.A., a societe anonyme (limited liability
company) under the laws of Luxembourg, for value received promises to pay to
Cede & Co. or registered assigns the principal sum as indicated on the Security
Register (as defined in the Indenture referred to on the reverse hereof) on
December 1, 2009.

     From November 23, 1999, or from the most recent interest payment date to
which interest has been paid or provided for, cash interest on this Note will
accrue at 11 1/4% payable semiannually on June 1 and December 1 of each year,
beginning on June 1, 2000, to the Person in whose name this Note (or any
predecessor Note) is registered at the close of business on the preceding May 15
or November 15 as the case may be.

     THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature of an authorized
signatory, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and to the provisions of the Indenture, which provisions
shall for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, PTC International Finance II S.A., has caused this Note
to be signed manually or by facsimile by its duly authorized signatory.

Dated: November 23, 1999
                                          PTC INTERNATIONAL FINANCE II S.A.,

                                          By:
                                          --------------------------------------
                                              Name:
                                              Title: Authorized Signatory

                                          By:
                                          --------------------------------------
                                              Name:
                                              Title: Authorized Signatory
<PAGE>   3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

STATE STREET BANK AND TRUST COMPANY,
as Trustee, certifies that this is one of the Notes referred to in the
Indenture.

By:
--------------------------------------
            Authorized Officer
<PAGE>   4

                     [FORM OF REVERSE SIDE OF INITIAL NOTE]

             11 1/4% Senior Subordinated Guaranteed Notes Due 2009

1.   INTEREST

     PTC International Finance II S.A., a societe anonyme (limited liability
company) under the laws of Luxembourg (such company, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the
"Issuer"), for value received promises to pay interest on the principal amount
of this Note from November 23, 1999, at the rate per annum shown above. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The
Issuer will pay interest on overdue principal at the interest rate borne by the
Notes compounded semiannually, and it shall pay interest on overdue installments
of interest at the same rate compounded semiannually to the extent lawful. Any
interest paid on this Note shall be increased to the extent necessary to pay
Additional Amounts and Special Interest as set forth in this Note.

2.   SPECIAL INTEREST

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated November 23, 1999, among the Issuer, Polska Telefonia
Cyfrowa Sp. z o.o. (the "Guarantor") and the Initial Purchasers (the
"Registration Rights Agreement").

     In the event that (a) the Exchange Offer Registration Statement (as defined
in the Registration Rights Agreement) is not filed with the U.S. Securities and
Exchange Commission (or the Exchange Offer Registration Statement is not
submitted to the Securities Board of The Netherlands (the "Securities Board"))
on or prior to the 90th calendar day following the date of original issuance of
the Notes, (b) the Exchange Offer Registration Statement is not declared
effective prior to the 150th day following the date of original issuance of the
Notes or (c) the Exchange Offer is not consummated or a Shelf Registration
Statement (as defined in the Registration Rights Agreement) with respect to the
Notes is not declared effective (or the Securities Board does not grant a
dispensation with respect to such Shelf Registration Statement) on or prior to
the 180th day following the date of original issuance of the Notes (each event
referred to in clauses (a) through (c) above, a "Registration Default"),
interest shall accrue (in addition to the stated interest on the Notes) from and
including the next day following such Registration Default. In each case such
additional interest (the "Special Interest") shall be payable in cash
semiannually in arrears each June 1 and December 1 of each year, commencing on
the first such date following any Registration Default, at a rate per annum
equal to 0.50% of the principal amount of the Notes (determined daily) with
respect to the first 90-day period following such Registration Default. Such
amount of Special Interest will increase by an additional 0.50% per annum to a
maximum of 1.50% per annum for each subsequent 90-day period until such
Registration Default has been cured. Upon the cure of any Registration Default
Special Interest with respect to such default shall cease to accrue from the
date of the filing, effectiveness or consummation that cured such default, as
the case may be, if the Issuer and Guarantor are otherwise in compliance with
this paragraph. However, if, after any such Special Interest ceases to accrue, a
different Registration Default occurs, Special Interest will again accrue as
described.

     In the event that a Shelf Registration Statement is declared effective
pursuant to the Registration Rights Agreement, if the Guarantor fails to keep
such Shelf Registration Statement continuously effective for the period required
by the Registration Rights Agreement, then from such time as the Shelf
Registration Statement is no longer effective until the earlier of (i) the date
that the Shelf Registration Statement is again deemed effective, (ii) the date
that is the second anniversary of the date (the "Effective Date") such Shelf
Registration Statement is declared effective (or, in the case of a Shelf
Registration Statement filed at the request of an Initial Purchaser, the first
anniversary of the Effective Date) or (iii) the date as of which all of the
Notes are sold pursuant to the Shelf Registration Statement, Special Interest
shall accrue at a rate per annum equal to 0.50% of the principal amount of the
Notes (determined daily)(to be increased to 1.00% if when and for so long as the
Shelf Registration Statement is no longer effective for 45 days or more) and
shall be payable in cash semiannually in arrears each June 1 and December 1.
<PAGE>   5

     During any 365-day period, the Issuer and the Guarantor shall have the
ability to suspend the availability of a Shelf Registration Statement for up to
two periods of up to 45 consecutive days (except for the consecutive 45-day
period immediately prior to maturity of the Notes), but no more than an
aggregate 60 days during any 365-day period, if any event occurs as a result of
which it shall be necessary, in the good faith determination of the Management
Board of the Guarantor, to amend the Shelf Registration Statement or amend or
supplement any prospectus or prospectus supplement thereunder in order that each
such document not include any untrue statement of fact or omit to state a
material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made.

3.   ADDITIONAL AMOUNTS

     All payments made by the Issuer, under or with respect to this Note, and by
the Guarantor and Holdings under or with respect to the Notes Guarantees, shall
be made free and clear of and without withholding or deduction, for or on
account of any present or future tax, duty, levy, impost, assessment or other
governmental charge imposed or levied by or on behalf of the government of
Luxembourg, The Netherlands or Poland or any political subdivision or taxing
authority or agency thereof or therein (hereinafter "Taxes") unless the Issuer,
Holdings or the Guarantor, as the case may be, is required to withhold or deduct
Taxes by law or by the interpretation or administration thereof. If the Issuer,
Holdings or the Guarantor is so required to withhold or deduct any amount for or
on account of Taxes from any payment made under or with respect to this Note or
the Notes Guarantees, respectively, the Issuer, Holdings or the Guarantor will
pay such additional amounts ("Additional Amounts") as may be necessary so that
the net amount received by each Holder (including Additional Amounts) after such
withholding or deduction will not be less than the amount such Holder would have
received if such Taxes had not been required to be withheld or deducted;
provided, however, that the foregoing obligation to pay Additional Amounts does
not apply to (a) any Taxes that would not have been so imposed but for the
existence of any present or former connection between the relevant Holder (or
between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of power over the relevant Holder, if the relevant Holder is an
estate, nominee, trust or corporation) and Luxembourg, The Netherlands or Poland
or any political subdivision or taxing authority or agency thereof or therein
(other than the mere receipt of such payment or the ownership or holding outside
of Luxembourg, The Netherlands or Poland of such Note); (b) any estate,
inheritance, gift, sales, excise, transfer, personal property tax or similar
tax, assessment or governmental charge; or (c) any Taxes payable otherwise than
by deduction or withholding from payments of principal of (or premium, if any,
on) or interest on such Note; nor will Additional Amounts be paid (i) if the
payment could have been made without such deduction or withholding if the
beneficiary of the payment had presented the Note for payment within 30 days
after the date on which such payment or such Note became due and payable or the
date on which payment thereof is duly provided for, whichever is later, except
to the extent that the Holder would have been entitled to Additional Amounts had
the Note been presented on the last day of such 30-day period, or (ii) with
respect to any payment of principal of (or premium, if any, on) or interest on
such Note to any Holder who is a fiduciary or partnership or any Person other
than the sole beneficial owner of such payment, to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such a partnership or the
beneficial owner of such payment would not have been entitled to the Additional
Amounts had such beneficiary, settlor, member or beneficial owner been the
actual Holder of such Note. The foregoing provisions shall survive any
termination or discharge of the Indenture and shall apply mutatis mutandis to
any jurisdiction in which any successor Person to the Issuer, Holdings or the
Guarantor is organized or any political subdivision or taxing authority or
agency thereof or therein.

4.   METHOD OF PAYMENT

     The Issuer shall pay interest on this Note (except defaulted interest) to
the persons who are registered Holders of this Note at the close of business on
the Record Date for the next Interest Payment Date even if this Note is canceled
after the Record Date and on or before the Interest Payment Date. The Issuer
shall pay principal and interest in money of the United States in immediately
available funds that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Issuer by check mailed to the Holder.
<PAGE>   6

     The amount of payments in respect of interest on each Interest Payment Date
to each Holder shall correspond to the aggregate principal amount of Notes
represented by the Regulation S Global Note and the Restricted Global Note, as
established by the Registrar at the close of business on the relevant Record
Date. Payments of principal shall be made upon surrender of the Regulation S
Global Note and the Restricted Global Note to the Paying Agent.

     [If certificated Note -- Payment of the principal of, premium, if any, and
interest on any certificated Note will be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Register or, if
so required by applicable law, at the office or agency of the Paying Agent;
provided that notwithstanding the foregoing, a Holder of Notes of $1,000,000 or
more in aggregate principal amount of the Notes may elect to receive payments of
any interest on the Notes (other than at maturity) by electronic transfer of
same-day funds to an account maintained by such Holder of Notes if appropriate
wire transfer instructions are received by the Paying Agent not less than 15
calendar days prior to such payment. Unless such designation is revoked, and
provided such Holder of Notes continues to hold $1,000,000 or more in aggregate
principal amount of the Notes, any such designation made by such Holder of Notes
with respect to such certificated Notes will remain in effect with respect to
any future payments with respect to such Notes payable to such Holder of Notes.]

5.   PAYING AGENT AND REGISTRAR

     Initially, State Street Bank and Trust Company or one of its affiliates
will act as Paying Agent and Registrar. The Issuer and the Guarantor may appoint
and change any Paying Agent, Registrar or Co-Registrar without prior notice. The
Guarantor or any of its Wholly Owned Subsidiaries incorporated in the United
States may act as Paying Agent, Registrar or Co-Registrar.

6.   INDENTURE

     The Issuer issued the Notes under an indenture dated as of November 23,
1999 ("the Indenture"), among the Issuer, the Guarantor, Holdings and State
Street Bank and Trust Company, as trustee (the "Trustee"). The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of
the Indenture and, to the extent required by any amendment after such date, as
so amended (the "U.S. Trust Indenture Act"). Terms defined in the Indenture and
not defined herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all such terms, and Holders of the Notes are referred to
the Indenture and the U.S. Trust Indenture Act for a statement of those terms.

     The Notes are unsecured senior subordinated obligations of the Issuer and
are limited to an aggregate principal amount at maturity of $150,000,000
(subject to Section 2.07 of the Indenture). The Indenture imposes certain
limitations on the Issuer, the Guarantor, Holdings and their affiliates,
including, without limitation, limitations on the incurrence of indebtedness and
issuance of preferred stock, the payment of dividends and other payment
restrictions affecting the Guarantor and its subsidiaries, the sale of assets,
transactions with and among affiliates of the Guarantor, Change of Control and
Liens.

7.   OPTIONAL REDEMPTION

     The Notes will not be redeemable at the option of the Issuer prior to
December 1, 2004, except as described in paragraph 8 below and in the next
paragraph. On and after such date, the Notes will be redeemable at the option of
the Issuer, in whole or in part, on not less than 30 days' nor more than 60
days' notice, in amounts of US$1,000 or integral multiples thereof at the
following redemption prices (expressed as percentages of principal amount at
maturity), plus accrued and unpaid interest (if any) to the redemption date, if
redeemed during the 12-month period beginning on the dates indicated below
(subject to the right of holders of record on the relevant Record Dates to
receive interest due):
<PAGE>   7

<TABLE>
<CAPTION>
YEAR                                                          REDEMPTION PRICE
----                                                          ----------------
<S>                                                           <C>
December 1, 2004............................................      105.625%
December 1, 2005............................................      103.750%
December 1, 2006............................................      101.875%
December 1, 2007 and thereafter.............................      100.000%
</TABLE>

     In the event that, prior to December 1, 2002, the Guarantor receives
proceeds from the sale of its common stock in one or more Public Equity
Offerings, the Issuer may, at its election, use all or a portion of such
proceeds, upon receipt of such proceeds or portion thereof from the Guarantor in
prepayment of the Intercompany Receivables, to redeem up to a maximum of 35% of
the initial aggregate principal amount of the Notes at a Redemption Price equal
to 111.25% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any (including Special Interest, if any), and Additional Amounts, if
any, to the redemption date (subject to the right of Holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment
Date); provided, however, that (a) after giving effect to any such redemption,
at least 60% of the original principal amount at maturity of the Notes remains
outstanding and (b) the Issuer has received an equivalent amount of proceeds as
prepayment of Intercompany Receivables. Any such redemption shall be made within
75 days of the closing of a Public Equity Offering upon not less than 30 nor
more than 60 days' notice mailed to each Holder of Notes being redeemed and
otherwise in accordance with the procedures set forth in the Indenture.

8.   OPTIONAL TAX REDEMPTION

     This Note may also be redeemed, as a whole but not in part, at the election
of the Issuer, upon not less than 30 nor more than 60 days notice delivered to
each Holder of Notes in accordance with the procedures set forth in the
Indenture, at the Redemption Price equal to 100% of their principal amount, plus
interest accrued and unpaid to the redemption date, if any (including Special
Interest, if any), if, as a result of any amendment to, or change in, the laws
(or any rules or regulations thereunder) of Luxembourg, The Netherlands or
Poland or any political subdivision or taxing authority thereof or therein (or,
in the case of Additional Amounts payable by a successor Person to the Issuer,
Holdings or the Guarantor, of the jurisdiction in which such successor Person is
organized or any political subdivision or taxing authority thereof or therein),
or any amendment to or change in any official interpretation or application of
such laws or rules or regulations or any execution of or amendment to any treaty
affecting taxation to which Luxembourg, The Netherlands or Poland (or any
political subdivision or taxing authority thereof or therein; or any other
relevant jurisdiction or political subdivision or taxing authority) is a party,
which amendment or change or execution is effective on or after the date of the
Indenture (or, in the case of Additional Amounts payable by a successor Person
to the Issuer, Holdings or the Guarantor, the date on which such successor
Person became such pursuant to applicable provisions of the Indenture), either
the Issuer with respect to the Notes or the Guarantor or Holdings with respect
to the Notes Guarantees or the Notes has become or will become obligated to pay
Additional Amounts (as described above in Paragraph 3), or the Guarantor or
Holdings has become or will become obligated to pay similar Additional Amounts
with respect to the Intercompany Receivables, on the next date on which any
amount would be payable with respect to the Notes or the Intercompany
Receivables, as the case may be, and such obligation cannot be avoided by the
use of reasonable measures available to the Issuer, Holdings or the Guarantor as
the case may be; provided, however, that (1) no such notice of redemption may be
given earlier than 90 days prior to the earliest date on which the Issuer,
Holdings or the Guarantor, as the case may be, would be obligated to pay such
Additional Amounts were a payment in respect of the Notes or the Notes
Guarantees then due, and (2) at the time such notice of redemption is given,
such obligation to pay such Additional Amounts remains in effect. Immediately
prior to the mailing of any notice of redemption pursuant to this paragraph, the
Issuer shall deliver to the Trustee a certificate stating that the Issuer is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Issuer so to redeem
have occurred.

9.   NOTICE OF REDEMPTION

     Notice of redemption will be mailed first-class postage prepaid at least 30
days but not more than 60 days before the redemption date to the Holder of this
Note to be redeemed at the addresses contained in the Security Register. If this
Note is in a denomination larger than $1,000 of principal amount at maturity it
may be redeemed
<PAGE>   8

in part but only in integral multiples of $1,000 at maturity. In the event of a
redemption of less than all of the Securities, the Notes for redemption will be
chosen by the Trustee in accordance with the Indenture. If this Note is redeemed
subsequent to a Record Date with respect to any Interest Payment Date specified
above, then any accrued interest will be paid to the Holder of this Note at the
close of business on such Record Date. If money sufficient to pay the redemption
price of and accrued interest on all Notes (or portions thereof) to be redeemed
on the redemption date is deposited with the applicable Paying Agent on or
before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Notes (or such portions
thereof) called for redemption.

10. REPURCHASE AT THE OPTION OF HOLDERS

     If a Change of Control occurs (as defined in the Indenture), the Issuer
shall be required to offer to purchase on the Purchase Date all or any part of
(equal to $1,000 or an integral multiple thereof) this Note at a purchase price
equal to 101% of the principal amount hereof, plus any accrued and unpaid
interest hereon, if any, to the Purchase Date, which date shall be no earlier
than 30 days nor later than 60 days from the date notice of such offer is
mailed, other than as required by law. The Issuer shall purchase all Notes
properly and timely tendered in the Change of Control Offer and not withdrawn in
accordance with the procedures set forth in such notice. The Change of Control
Offer will state, among other things, the procedures that Holders of the Notes
must follow to accept the Change of Control Offer. The Guarantor and Holdings
will advance to the Issuer as a prepayment under the Intercompany Receivables an
amount of funds sufficient to consummate the Change of Control Offer, and the
Issuer's obligation to repurchase the Notes upon a Change of Control will be
guaranteed on a subordinated basis by the Guarantor pursuant to the Parent
Guarantees.

     Within five Business Days from the date the aggregate amount of Excess
Proceeds exceeds $10.0 million (taking into account income earned on such Excess
Proceeds, if any), the Guarantor, directly or through the Issuer, shall be
required to make an offer to purchase the Notes and the Euro Notes, which offer
shall be in the amount of the Excess Proceeds, at a redemption price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon,
if any (including Special Interest, if any), to the Purchase Date.

11. DENOMINATIONS

     The Notes are in denominations of $1,000 and integral multiples of $1,000
of principal amount at maturity. The transfer of Notes may be registered, and
Notes may be exchanged, as provided in the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.

12. UNCLAIMED MONEY

     All moneys paid by the Issuer, Holdings or the Guarantor to the Trustee or
a Paying Agent for the payment of the principal of, or premium, if any, or
interest on, any Notes that remain unclaimed at the end of two years after such
principal, premium or interest has become due and payable may be repaid to the
Issuer, Holdings or the Guarantor, subject to applicable law, and the Holder of
such Note thereafter may look only to the Issuer, Holdings or the Guarantor for
payment thereof.

13. DISCHARGE AND DEFEASANCE

     Subject to certain conditions, the Issuer at any time may terminate some or
all of its obligations and the obligations of the Guarantor and Holdings under
the Notes, the Indenture and the Notes Guarantees if the Issuer irrevocably
deposits with the Trustee money or U.S. Government Securities for the payment of
principal and interest on the Notes to redemption or maturity, as the case may
be.

14. AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions set forth in the Indenture, the Indenture may
be amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the relevant Notes then outstanding
and any existing default or compliance with any provisions may be waived with
the consent of the
<PAGE>   9

Holders of at least a majority in aggregate principal amount of the relevant
Notes then outstanding. However, without the consent of each Holder of an
outstanding Note, no amendment may, among other things, (i) reduce the amount of
Notes whose Holders must consent to an amendment, (ii) reduce the rate of or
extend the time for payment of interest on any Note, (iii) reduce the principal
of or extend the Stated Maturity of any Note, (iv) reduce the premium payable
upon the redemption of any Note or change the time or times at which any Note
may or shall be redeemed, (v) make any Note payable in money other than that
stated in the Note, (vi) impair the right of any Holder of Notes to institute
suit for the enforcement of any payment on or with respect to any Notes, (vii)
release any security that may have been granted in respect of the Notes, (viii)
make any change to the provisions described in Article 10 of the Indenture that
adversely affects the rights of any Holder of Notes under such provisions, or
(ix) modify any of the provisions of the Dollar Escrow Agreement.

     Without the consent of any Holder of the Notes, the Issuer, the Guarantor
and the Trustee may, among other things, amend or supplement the Indenture to
cure any ambiguity, omission, defect or inconsistency, to provide for the
assumption by a Successor Issuer of the obligations of the Issuer, or a
Successor Company of the obligations of the Guarantor, under the Indenture and
this Note, to add Guarantees with respect to the Notes or to secure the Notes,
to add to the covenants of the Issuer or the Guarantor for the benefit of the
Holders of the Notes or to surrender any right or power conferred upon the
Issuer or the Guarantor, to make any change that does not adversely affect the
rights of any Holder of the Notes, to make any change to the provisions
described in Article 10 of the Indenture that would limit or terminate the
benefits available to any holder of Senior Debt under such provisions or to
comply with any requirement of the SEC in connection with the qualification of
the Indenture under the U.S Trust Indenture Act. Any amendment pursuant to the
preceding paragraph and this paragraph may not make any change that adversely
affects the rights under the provisions described in Article 10 of the Indenture
of any holder of Senior Debt then outstanding unless the holders of such Senior
Debt (or any group or representative thereof authorized to give a consent that
would be binding on all the holders of such Senior Debt) consent to such change.

     The consent of the holders of the Notes is not necessary under the
Indenture to approve the particular form of any proposed amendment. It is
sufficient if such consent approves the substance of the proposed amendment.

     After an amendment under the Indenture becomes effective, the Guarantor is
required to mail to each registered holder of the relevant Notes at his address
appearing in the Security Register a notice briefly describing such amendment.
However, the failure to give such notice to all holders of the Notes, or any
defect therein, will not impair or affect the validity of the amendment.

15. DEFAULTS AND REMEDIES

     The Notes have the Events of Default as set forth in Section 6.01 of the
Indenture. If an Event of Default occurs and is continuing, the Trustee, by
notice to the Guarantor, or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding by notice to the Guarantor and the Trustee,
subject to certain limitations, may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
and shall result in the Notes being due and payable immediately upon the
occurrence of such Events of Default.

     Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes may direct the Trustee in its exercise of any trust or power. The Holders
of a majority in aggregate principal amount of the Notes then outstanding by
written notice to the Trustee may rescind any acceleration and its consequence
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal, premium, if any, or interest that has become due solely because of
such acceleration. The above description of Events of Default and remedies is
qualified by reference, and subject in its entirety, to the more complete
description thereof contained in the Indenture.
<PAGE>   10

16. TRUSTEE DEALINGS WITH THE ISSUER

     Subject to certain limitations imposed by the U.S. Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Issuer, the Guarantor or any of their or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar or Co-registrar may do the same with like rights.

17. NO RECOURSE AGAINST OTHERS

     A director, officer, employee, or stockholder, as such, of the Issuer,
Holdings or the Guarantor shall not have any liability for any obligations of
the Issuer, Holdings or the Guarantor under the Notes, the Indenture or the
Notes Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. By accepting a Note, each Holder shall waive and
release all such liability. The waiver and release are part of the consideration
for the issue of the Notes.

18. AUTHENTICATION

     This Note shall not be valid until an authorized officer of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the
other side of this Note.

19. GOVERNING LAW

     THE NOTES AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     The Issuer or the Guarantor will furnish to any Holder of Notes upon
written request and without charge to the Holder of Notes a copy of the
Indenture which has in it the text of this Note in larger type. Requests may be
made to:

                       PTC International Finance II S.A.
                 in care of Polska Telefonia Cyfrowa Sp. z o.o.
                             Al. Jerozolimskie 181
                             02-222 Warsaw, Poland
                           Telephone: 48-22-699-6250
                           Facsimile: 48-22-699-6239
                          Attention: Treasury Manager
<PAGE>   11

                                     PARENT

                                   GUARANTEE

     For value received, the Guarantor, as principal obligor and not merely as
surety, hereby unconditionally and irrevocably guarantees on an unsecured senior
subordinated basis to the Holder of this Note and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal of,
premium, if any, and interest on this Note when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Issuer under the Indenture (including, without limitation, obligations to
the Trustee and the obligations to pay Special Interest, if any, and Additional
Amounts, if any) and the Notes and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer under the
Indenture and the Notes (all the foregoing being hereinafter collectively called
the "Obligations"). The Guarantor further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
the Guarantor, and that the Guarantor will remain bound by Article 11 of the
Indenture notwithstanding any extension or renewal of any Obligation.

     The obligations of the Guarantor to the Holder of this Note and to the
Trustee pursuant to this Guarantee and the Indenture (including, without
limitation, the provisions relating to submission to jurisdiction and
appointment of CT Corporation System set forth in the Indenture) are expressly
set forth in the Indenture to which reference is hereby made for the precise
terms of such obligations. This Guarantee shall be governed by, and construed in
accordance with, with the laws of the State of New York.

     This Guarantee is dated the date of the Note upon which it is endorsed.

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

                                          POLSKA TELEFONIA CYFROWA SP. Z O.O.

                                          By:
                                          --------------------------------------
                                              Name:
                                              Title:

                                          By:
                                          --------------------------------------
                                              Name:
                                              Title:
<PAGE>   12

                                    HOLDINGS

                                   GUARANTEE

     For value received, Holdings, as principal obligor and not merely as
surety, hereby unconditionally and irrevocably guarantees on a senior
subordinated basis to the Holder of this Note and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal of,
premium, if any, and interest on this Note when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Issuer under the Indenture (including, without limitation, obligations to
the Trustee and the obligations to pay Special Interest, if any, and Additional
Amounts, if any) and the Notes and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer under the
Indenture and the Notes (all the foregoing being hereinafter collectively called
the "Obligations"). Holdings further agrees that the Obligations may be extended
or renewed, in whole or in part, without notice or further assent from Holdings,
and that the Holdings will remain bound by Article 11 of the Indenture
notwithstanding any extension or renewal of any Obligation. The obligations of
Holdings under this Guarantee are secured pursuant to the Escrow and Security
Agreement dated November 23, 1999 (as amended or modified from time to time, the
"Escrow Agreement") made by Holdings in favor of the Trustee for the benefit of
the Holders of the Notes. Notwithstanding the foregoing or anything to the
contrary set forth in Article 11 of the Indenture, Holdings' liability under
this Guarantee and any rights and remedies of the Trustee or any Holder against
Holdings in respect of the Obligations shall be limited to any rights such
parties have to proceed against the Collateral (as defined in the Escrow
Agreement).

     The obligations of Holdings to the Holder of this Note and to the Trustee
pursuant to this Guarantee and the Indenture (including, without limitation, the
provisions relating to submission to jurisdiction and appointment of CT
Corporation System set forth in the Indenture) are expressly set forth in the
Indenture to which reference is hereby made for the precise terms of such
obligations. This Guarantee shall be governed by, and construed in accordance
with, with the laws of the State of New York.

     This Guarantee is dated the date of the Note upon which it is endorsed.

     IN WITNESS WHEREOF, Holdings has caused this Guarantee to be duly executed.

                                          PTC INTERNATIONAL FINANCE (HOLDINGS)
                                          B.V.

                                          By:
                                          --------------------------------------
                                              Name:
                                              Title:

                                          By:
                                          --------------------------------------
                                              Name:
                                              Title:
<PAGE>   13

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to
---------------------------------------------------------------------

--------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. no.)

--------------------------------------------------------------------------------
(Print or type assignee's name, address and postal code)
and irrevocably appoint                                     agent to transfer
this Note on the books of the Issuer. The agent may substitute another to act
for him.

Your Signature:
--------------------------------------------------------------------------------
       (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:
--------------------------------------------------------------------------------
      (Participant in a recognized signature guarantee medallion program)

Date:  ____________________________

Certifying Signature: 2

Signature Guarantee:
--------------------------------------------------------------------------------
      (Participant in a recognized signature guarantee medallion program)

     In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is 40 days after the later of the
date of original issuance of such Notes and the last date, if any, on which such
Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned
confirms that such Notes are being transferred in accordance with the transfer
restrictions set forth in such Notes and:

CHECK ONE BOX BELOW
(1)     [ ]     to the Issuer; or
(2)     [ ]     pursuant to and in compliance with Rule 144A under the U.S.
                Securities Act 1933; or,
(3)     [ ]     pursuant to and in compliance with Regulation S under the U.S.
                Securities Act of 1933; or
(4)     [ ]     pursuant to another available exemption from the registration
                requirements of the U.S. Securities Act of 1933; or
(5)     [ ]     pursuant to an effective registration statement under the U.S.
                Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Notes evidenced by this certificate in the name of any person other than
the registered Holder thereof; provided, however, that if box (2) is checked, by
executing this form, the Transferor is deemed to have certified that such Notes
are being transferred to a person it reasonably believes is a "qualified
institutional buyer" as defined in Rule 144A under the U.S. Securities Act of
1933 who has received notice that such transfer is being made in reliance on
Rule 144A, if box (3) is checked, by executing this form, the Transferor is
deemed to have certified that such transfer is made pursuant to an offer and
sale that occurred outside the United States in compliance with Regulation S
under the U.S. Securities Act, and if box (4)is checked, the Trustee may
require, prior to registering any such transfer of the Notes such legal
opinions, certifications and other information as the Issuer has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from or in a transaction not subject to, the registration requirements of the
U.S. Securities Act of 1933.
<PAGE>   14

Signature
--------------------------------------------------------------------------------

Signature Guarantee:
--------------------------------------------------------------------------------
      (Participant in a recognized signature guarantee medallion program)

Date:  ____________________________

Certifying Signature: 3

Signature Guarantee:
--------------------------------------------------------------------------------
      (Participant in a recognized signature guarantee medallion program)
<PAGE>   15

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note or a portion thereof repurchased
pursuant to Sections 3.08 and 4.12 or 4.14 of the Indenture, check the box: [ ]

     If the purchase is in part, indicate the portion (in denominations of
$1,000 or any integral multiple thereof) to be purchased:

Your signature:
--------------------------------------------------------------------------------
       (Sign exactly as your name appears on the other side of this Note)

Date:  ____________________________

Certifying Signature: 4

Signature Guarantee:
--------------------------------------------------------------------------------
      (Participant in a recognized signature guarantee medallion program)