<PAGE>   1
                                                                    EXHIBIT 10.2

                                                               EXECUTION VERSION

                                FOURTH AMENDMENT

                                       TO

                      MASTER EQUIPMENT FINANCING AGREEMENT

                  This Fourth Amendment (the "Fourth Amendment") to Master
Equipment Financing Agreement is entered into by and between NEXTEL
INTERNATIONAL, INC. (the "Company"), and MOTOROLA CREDIT CORPORATION, as
administrative agent (in such capacity, the "Administrative Agent"), as
collateral agent (in such capacity, the "Collateral Agent" and, together with
the Administrative Agent, the "Agents"), and as initial Lender (the "Lender").

                              W I T N E S S E T H:

                  WHEREAS, the Company, the Agents and the Lender are party to
that certain Master Equipment Financing Agreement, dated as of February 4, 1999
(as the same may heretofore have been or may hereafter be further amended or
modified, the "Financing Agreement"; capitalized terms used herein and not
otherwise defined herein having the meanings assigned thereto in the Financing
Agreement);

                  WHEREAS, the Company has requested that the Agents and the
Lender agree to certain amendments to the Financing Agreement; and

                  WHEREAS, subject to the terms and conditions set forth herein,
the Agents and the Lender are willing to undertake certain amendments to the
Financing Agreement.

                  NOW, THEREFORE, in consideration of the premises, and
intending to be legally bound hereby, the Company, the Agents and the Lender
hereby agree as follows:

                  SECTION 1.  AMENDMENTS.

                  Upon the satisfaction by the Company of the conditions
precedent set forth in Section 2 below, and in reliance on the warranties of the
Company set forth in Section 3 below, the Financing Agreement is hereby amended
as follows:

                  1.1      Effective as of January 1, 2001, the definitions of
                           "Maturity Date" and of "Payment Date" in Section 1.1
                           of the Financing Agreement are hereby amended and
                           restated in its entirety as follows:

                           "Maturity Date" means June 30, 2006, provided, if
                           such date is not a Business Day, then the Maturity
                           Date shall be the immediately preceding Business Day.


                                      -1-
<PAGE>   2
                           "Payment Date" means each Semi Annual Date in each
                           year commencing with the December 31, 2002 Semi
                           Annual Date and the last day of any Interest Period
                           for interest due on a LIBOR Advance.

                  1.2      Section 2.4(a) is hereby amended and restated in its
                           entirety to read as follows:

                                    (a) The Company shall pay to the
                           Administrative Agent the principal of the Advances
                           made by the Lenders outstanding at the close of
                           business on the Commitment Termination Date in eight
                           (8) consecutive semi-annual installments on the
                           Payment Dates (provided that the last such payment
                           shall be in an amount sufficient to repay in full the
                           principal amount of such Advances), with the amount
                           of the installment paid on each Payment Date to be
                           equal to the respective percentages of the principal
                           of such Advances outstanding at the close of business
                           on the Commitment Termination Date as set forth
                           below:

<TABLE>
<CAPTION>
                                          Percentage of Commitment Termination
                                          Date outstanding Principal
                      Payment Date        Payable on such Payment Date
                      ------------        ----------------------------
<S>                                       <C>
                      December 31, 2002               12.5%
                      June 30, 2003                   12.5%
                      December 31, 2003               12.5%
                      June 30, 2004                   12.5%
                      December 31, 2004               12.5%
                      June 30, 2005                   12.5%
                      December 31, 2005               12.5%
                      June 30, 2006                   12.5%
</TABLE>

                  1.3      Effective as of January 1, 2001, Sections 8.15(a)
                           through and including (e) of the Financing Agreement
                           are hereby amended and restated in their entirety as
                           follows:

                           (a) on the last Business Day of each fiscal quarter,
                  unencumbered cash held in an account having restrictions
                  reasonably acceptable to the Collateral Agent, in an amount
                  equal or greater than the amount of Consolidated Fixed Charges
                  of the Company and its Restricted Subsidiaries projected to be
                  payable on a prospective basis for the immediately following
                  fiscal quarter; such determination to be made on the basis of
                  the most recently delivered Approved Business Plan pursuant to
                  the Financing Agreement and the LIBOR Rate in effect on such
                  date;


                                      -2-
<PAGE>   3
                           (b) a ratio of Indebtedness to EBITDA of not greater
                  than the ratios set forth below, measured at the end of each
                  fiscal quarter of the Company commencing with the fiscal
                  quarter ending September 30, 2002:

<TABLE>
<CAPTION>
                    Quarter end date       Maximum Indebtedness to EBITDA
<S>                                        <C>
                    9/30/02                           169.6: 1
                    12/31/02                          51.0 : 1
                    3/31/03                           27.0 : 1
                    6/30/03                           18.9 : 1
                    9/30/03                           16.5 : 1
                    12/31/03                          14.0 : 1
                    3/31/04                           12.6 : 1
                    6/30/04                            8.9 : 1
                    9/30/04                            7.7 : 1
                    12/31/04                           6.6 : 1
                    3/31/05                            6.0 : 1
                    6/30/05                            6.0 : 1
                    9/30/05                            5.2 : 1
                    12/31/05                           4.5 : 1
                    3/31/06                            4.1 : 1
</TABLE>

                           (c) The product of (i) four times (ii) EBITDA,
                  measured for the most recently ended fiscal quarter commencing
                  with the fiscal quarter ending December 31, 2000, of not less
                  than the amount on the quarter end dates set forth below:

<TABLE>
<CAPTION>
                    Quarter end date                       Minimum EBITDA
<S>                                                        <C>
                    12/31/00                               (207,000,000)
                    3/31/01                                (176,000,000)
                    6/30/01                                (176,000,000)
                    9/30/01                                (102,000,000)
                    12/31/01                               (60,000,000)
                    3/31/02                                (31,000,000)
                    6/30/02                                (8,000,000)
                    9/30/02                                17,000,000
                    12/31/02                               56,000,000
</TABLE>


                                      -3-
<PAGE>   4
<TABLE>
<CAPTION>
                    Quarter end date                       Minimum EBITDA
<S>                                                        <C>
                    3/31/03                                105,000,000
                    6/30/03                                149,000,000
                    9/30/03                                171,000,000
                    12/31/03                               201,000,000
                    3/31/04                                224,000,000
                    6/30/04                                317,000,000
                    9/30/04                                364,000,000
                    12/31/04                               428,000,000
                    3/31/05                                475,000,000
                    6/30/05                                471,000,000
                    9/30/05                                541,000,000
                    12/31/05                               635,000,000
                    3/31/06                                706,000,000
</TABLE>

                           (d) minimum Adjusted Recurring Revenues, measured at
                  the end of each fiscal quarter commencing with the quarter
                  ending December 31, 2000, of not less than the amounts set
                  forth opposite the quarter end dates set forth below:

<TABLE>
<CAPTION>
                    Quarter end date         Minimum Adjusted Recurring Revenues
<S>                                          <C>
                    12/31/00                               35,000,000
                    3/31/01                                42,000,000
                    6/30/01                                49,000,000
                    9/30/01                                56,000,000
                    12/31/01                               60,000,000
                    3/31/02                                65,000,000
                    6/30/02                                72,000,000
                    9/30/02                                75,000,000
                    12/31/02                               82,000,000
                    3/31/03                                91,000,000
                    6/30/03                                86,000,000
                    9/30/03                                98,000,000
                    12/31/03                               116,000,000
                    3/31/04                                128,000,000
</TABLE>


                                      -4-
<PAGE>   5
<TABLE>
<CAPTION>
                    Quarter end date         Minimum Adjusted Recurring Revenues
<S>                                          <C>
                    6/30/04                                112,000,000
                    9/30/04                                129,000,000
                    12/31/04                               152,000,000
                    3/31/05                                168,000,000
                    6/30/05                                141,000,000
                    9/30/05                                162,000,000
                    12/31/05                               190,000,000
                    3/31/06                                211,000,000
</TABLE>

                           (e) a minimum number of Adjusted Subscribers,
                  measured at the end of each fiscal quarter commencing with the
                  quarter ending December 31, 2000, of not less than the number
                  of Subscribers set forth opposite the quarter end dates set
                  forth below:

<TABLE>
<CAPTION>
                Quarter end date                 Minimum Adjusted Subscribers
<S>                                              <C>
                    12/31/00                               227,000
                    3/31/01                                275,000
                    6/30/01                                301,000
                    9/30/01                                326,000
                    12/31/01                               354,000
                    3/31/02                                389,000
                    6/30/02                                422,000
                    9/30/02                                459,000
                    12/31/02                               499,000
                    3/31/03                                538,000
                    6/30/03                                571,000
                    9/30/03                                609,000
                    12/31/03                               654,000
                    3/31/04                                704,000
                    6/30/04                                742,000
                    9/30/04                                787,000
                    12/31/04                               839,000
                    3/31/05                                897,000
                    6/30/05                                942,000
</TABLE>


                                      -5-
<PAGE>   6
<TABLE>
<CAPTION>
                Quarter end date                 Minimum Adjusted Subscribers
<S>                                              <C>
                    9/30/05                                994,000
                    12/31/05                               1,055,000
                    3/31/06                                1,123,000
</TABLE>

                  1.4      Section 8.15(g) is hereby amended and restated in its
                           entirety as follows:

                           (g) Minimum Adjusted EBITDA, measured at the end of
                  each fiscal quarter commencing with the quarter ending
                  December 31, 2000, of not less than the Adjusted EBITDA set
                  forth opposite the quarter end dates set forth below:

<TABLE>
<CAPTION>
                Period end date                        Minimum Adjusted EBITDA
<S>                                                    <C>
                    12/31/00                               (25,000,000)
                    3/31/01                                (19,000,000)
                    6/30/01                                (15,000,000)
                    9/30/01                                 (9,000,000)
                    12/31/01                                (2,000,000)
                    3/31/02                                  1,000,000
                    6/30/02                                 11,000,000
                    9/30/02                                 10,000,000
                    12/31/02                                13,000,000
                    3/31/03                                 21,000,000
                    6/30/03                                 21,000,000
                    9/30/03                                 24,000,000
                    12/31/03                                28,000,000
                    3/31/04                                 31,000,000
                    6/30/04                                 38,000,000
                    9/30/04                                 43,000,000
                    12/31/04                                51,000,000
                    3/31/05                                 56,000,000
                    6/30/05                                 56,000,000
                    9/30/05                                 64,000,000
                    12/31/05                                76,000,000
                    3/31/06                                 84,000,000
</TABLE>


                                      -6-
<PAGE>   7
                  1.5      Schedule 1.1(h) is hereby deleted and replaced by
                           Schedule 1.1(h) hereto.

                  1.6      Notwithstanding anything contained in the Financing
                           Agreement to the contrary, Nexnet shall not be
                           considered a "Credit Party" or "Borrowing Affiliate"
                           for any purpose thereunder.

                  SECTION 2.  CONDITIONS PRECEDENT.

                           As conditions precedent to the effectiveness of the
          Fourth Amendment, each of the following shall have occurred:

                   (a) the Company shall have delivered to the Agents and the
          Lender the Fourth Amendment, duly executed and delivered and
          appropriately dated and in form and substance satisfactory to the
          Agents and the Lender;

                   (b) the Agents shall have received an opinion of counsel for
          the Company with respect to this amendment;

                   (c) all necessary consents to the Fourth Amendment have been
          obtained from third parties, including assignees of the Lender and
          insurers of the payment of Advances;

                   (d) the Agents shall have received, within 10 Business Days
          of the date hereof, (I) affirmations of guarantees from all Guarantors
          substantially in the form attached hereto together with assurances
          reasonably acceptable to the Lender from Company's local counsel in
          Mexico, Peru and the Philippines, to the effect that the Guarantees
          and the Security Documents remain in full force and effect after
          giving effect to the Fourth Amendment and (ii) a binding commitment,
          reasonably acceptable to the Agents, with respect to the purchase by
          the Company and its affiliates of minimum amounts of goods and
          services from the Lender or its affiliates;

                   (e) the Agents shall have received, within 30 days of the
          date hereof, written opinions, in each case reasonably acceptable to
          the Lender, to the effect that the guarantees and the Security
          Documents remain in full force and effect after giving effect to the
          Fourth Amendment; and

                   (f) the Company shall have delivered such other documents as
          the Agents may reasonably request;

          it being understood and agreed that the failure to satisfy any of the
          conditions in paragraphs (d) and (e) above in the time periods
          specified shall result in the Fourth Amendment being void ab initio
          and of no force and effect.


                                      -7-
<PAGE>   8
                  SECTION 3.  REPRESENTATIONS AND WARRANTIES.

                  To induce the Agents and the Lender to enter into the Fourth
         Amendment, the Company hereby represents and warrants to the Agents and
         the Lender as of the date hereof (and shall be deemed to represent and
         warrant as of the initial date of effectiveness of this Fourth
         Amendment) that:

                  (a) The representations and warranties contained in the
         Financing Agreement and the other Credit Documents are true and correct
         in all material respects on and as of the date hereof except for
         representations and warranties that speak as of a particular date, in
         which case such representations and warranties are true as of such
         date;

                  (b) The consolidated audited balance sheets of the Company and
         its Subsidiaries and consolidated statements of operations, changes in
         stockholders' equity and cash flows of the Company and its Subsidiaries
         each as of December 31, 1999, and all other information and data
         heretofore furnished by the Company, or any agent of the Company on
         behalf of the Company to the Administrative Agent, including, the
         quarterly (each as at September 30, 2000) consolidated balance sheets
         and consolidated statements of operations, changes in stockholders'
         equity and cash flows, have been prepared in accordance with GAAP and
         fairly present the condition and results of operations of the Company
         and its Subsidiaries as of such dates or for such periods;

                  (c) The consolidated audited balance sheets of each of the
         Borrowing Affiliates and their respective Subsidiaries and consolidated
         statements of operations, stockholders' equity and cash flows of each
         of the Borrowing Affiliates and their respective Subsidiaries, each as
         at December 31, 1999, have been prepared in accordance with GAAP and
         fairly represent in all material respects the condition and results of
         operations of such Borrowing Affiliate and its Subsidiaries as of such
         dates or for such periods;

                  (d) Each Affiliated Credit Party has made all material
         required contributions under the Plans for all periods through and
         including September 30, 2000, or adequate accruals therefor have been
         provided for in the financial statements referenced in paragraph (b)
         above;

                  (e) The actuarial value of vested benefits required to be
         funded by each Affiliated Credit Party, or with respect to which such
         Affiliated Credit Party is liable, under the Plans, determined using
         the actuarial methods and assumptions used by the relevant Plan's
         actuary as of the last valuation date for which an actuarial valuation
         was completed to determine such Plan's funded status, did not as of the
         last valuation date as of which an actuarial valuation has been
         completed, which in the case of any individual Plan was not earlier
         than January 1, 2000, exceed the actuarial value of the assets of the
         Plans allocable to such vested and non-vested benefits by a material
         amount; and


                                      -8-
<PAGE>   9
                  (f) After giving effect to the Fourth Amendment, no Default or
         Event of Default has occurred and is continuing and all of the
         guarantees and Security Documents shall be in full force and effect
         with the same priority (and with no need for any additional agreements,
         instruments or filings to preserve the effectiveness or priority ) as
         in effect immediately prior to the Fourth Amendment.

                  SECTION 4.  GENERAL.

                  4.1 Reservation of Rights; Subsequent Adjustment. The Company
                  acknowledges and agrees that the execution and delivery of the
                  Fourth Amendment shall not be deemed (a) to create a course of
                  dealing or otherwise obligate the Agents or the Lender to
                  forbear or execute similar amendments under the same or
                  similar circumstances in the future, or (b) as a waiver by the
                  Agents or the Lender of any covenant, condition, term or
                  provision of the Financing Agreement or any of the other
                  Credit Documents, and the failure of the Agents or the Lender
                  to require strict performance by the Company or any other
                  Credit Party of any provision thereof shall not waive, affect
                  or diminish any right of the Agents or the Lender to
                  thereafter demand strict compliance therewith. The Agents and
                  the Lender hereby reserve all rights granted under the
                  Financing Agreement, the other Credit Documents and the Fourth
                  Amendment.

                  4.2 Full Force and Effect. As hereby modified, the Financing
                  Agreement and each of the other Credit Documents shall remain
                  in full force and effect and each is hereby ratified, approved
                  and confirmed in all respects.

                  4.3 Affirmation. The Company hereby affirms its obligations
                  under Section 4 of the Financing Agreement and agrees to pay
                  on demand all reasonable costs and expenses of the Agents and
                  the Lender in connection with the preparation, execution and
                  delivery of the Fourth Amendment and all instruments and
                  documents delivered in connection herewith.

                  4.4 Successors and Assigns. The Fourth Amendment shall be
                  binding upon and shall inure to the benefit of the Company,
                  the Agents and the Lender and the respective successors and
                  assigns of the Company, the Agents and the Lender.

                  4.5 Counterparts. The Fourth Amendment may be executed in any
                  number of counterparts and by the different parties on
                  separate counterparts, and each such counterpart shall be
                  deemed to be an original, but all such counterparts shall
                  together constitute but one and the same Fourth Amendment.

                                   * * * * *


                                      -9-
<PAGE>   10
         IN WITNESS WHEREOF, the Company, the Agents and the Lender have
executed this Fourth Amendment as of the 19th day of February, 2001.

                                     COMPANY:

                                     NEXTEL INTERNATIONAL, INC.


                                 By: /s/ Robert J. Gilker
                                    --------------------------------------------
                                 Name:   Robert J. Gilker
                                      ------------------------------------------
                                 Title:  Vice President and General Counsel
                                       -----------------------------------------

                                     LENDER:

                                     MOTOROLA CREDIT CORPORATION


                                 By:  /s/ Gary B. Tatje
                                    --------------------------------------------
                                 Name:    Gary B. Tatje
                                      ------------------------------------------
                                 Title:   Vice President
                                       -----------------------------------------

                                     AGENTS:

                                     MOTOROLA CREDIT CORPORATION,
                                     as Administrative Agent

                                 By: /s/ Gary B. Tatje
                                    --------------------------------------------
                                 Name:   Gary B. Tatje
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------

                                     MOTOROLA CREDIT CORPORATION,
                                     as Collateral Agent

                                 By: /s/ Gary B. Tatje
                                    --------------------------------------------
                                 Name:   Gary B. Tatje
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                      -10-
<PAGE>   11
                                 Schedule 1.1(h)

<TABLE>
<CAPTION>
                         TOTAL ENDING CONSOLIDATED
                               DIGITAL SUBSCRIBERS
<S>                      <C>
4Q00                               538,496
1Q01                               632,146
2Q01                               720,267
3Q01                               814,645
4Q01                               915,566
1Q02                             1,022,001
2Q02                             1,134,497
3Q02                             1,252,623
4Q02                             1,374,215
1Q03                             1,492,409
2Q03                             1,595,040
3Q03                             1,713,066
4Q03                             1,851,618
1Q04                             2,005,565
2Q04                             2,119,442
3Q04                             2,250,402
4Q04                             2,404,137
1Q05                             2,574,954
2Q05                             2,703,776
3Q05                             2,851,922
4Q05                             3,025,832
1Q06                             3,219,066
</TABLE>


                                      -11-
<PAGE>   12
ACKNOWLEDGMENT AND CONSENT(1)

         For the avoidance of doubt, and without limitation of the intent and
effect of Section 4 of its Borrowing Affiliate Guaranty or of any Security
Documents (as such terms are defined in the Master Equipment Financing Agreement
referred to in the Fourth Amendment to Master Equipment Financing Agreement (the
"Amendment"), to which this Acknowledgement and Consent is appended), each of
the undersigned hereby unconditionally and irrevocably (i) acknowledges receipt
of a copy of the Master Equipment Financing Agreement and the Amendment, and
(ii) consents to all of the terms and provisions of the Master Equipment
Financing Agreement as amended by the Amendment.

         Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Master Equipment Financing
Agreement referred to herein. This Acknowledgement and Consent is for the
benefit of the Lenders and the Agents and their respective successors and
assigns. No term or provision of this Acknowledgment and Consent may be modified
or otherwise changed without the prior written consent of the Agents, given as
provided in the Master Equipment Financing Agreement. This Acknowledgement and
Consent shall be binding upon the successors and assigns of each of the
undersigned. This Acknowledgement and Consent may be executed by any of the
undersigned in separate counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgement and Consent as of February 20, 2001.


                                       COMUNICACIONES
                                       NEXTEL DE MEXICO S.A. DE C.V.


                                       By: /s/ Sergio Cervantes Javarro
                                          -------------------------------------
                                       By:
                                          -------------------------------------


                                       NEXTEL DE PERU S.A.


                                       By: /s/ Alfonso de Orbegoso
                                          -------------------------------------
                                       By:
                                          -------------------------------------

                       [additional signature page follows]

------------------------
(1) To be executed by all Borrowing Affiliates.


                                      -12-
<PAGE>   13
                                        NEXTEL COMMUNICATIONS PHILIPPINES, INC.


                                        By: /s/ Antonio M. Urera
                                           -------------------------------------

                                        By:
                                           -------------------------------------


                                      -13-
<PAGE>   14
                          ACKNOWLEDGMENT AND CONSENT(2)


         For the avoidance of doubt, and without limitation of the intent and
effect of Section 4 of its Affiliate Parent Guaranty or of any of the Security
Documents (as such terms are defined in the Master Equipment Financing Agreement
referred to in the Fourth Amendment to Master Equipment Financing Agreement (the
"Amendment"), to which this Acknowledgement and Consent is appended), each of
the undersigned hereby unconditionally and irrevocably (i) acknowledges receipt
of a copy of the Master Equipment Financing Agreement and the Amendment, and
(ii) consents to all of the terms and provisions of the Master Equipment
Financing Agreement as amended by the Amendment.

         Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Master Equipment Financing
Agreement referred to herein. This Acknowledgement and Consent is for the
benefit of the Lenders and the Agents and their respective successors and
assigns. No term or provision of this Acknowledgment and Consent may be modified
or otherwise changed without the prior written consent of the Agents, given as
provided in the Master Equipment Financing Agreement. This Acknowledgement and
Consent shall be binding upon the successors and assigns of each of the
undersigned. This Acknowledgement and Consent may be executed by any of the
undersigned in separate counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgement and Consent as of February 20, 2001.


                                   NEXTEL INTERNATIONAL (DELAWARE), LTD.


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------
                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------


                                   NEXTEL INTERNATIONAL (HOLDINGS), LTD.


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------
                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------

----------------------

(2) To be executed by all Third Party Guarantors and all Affiliated Parent
Guarantors. Counsel to the Company to confirm that this list is complete.


                                      -14-
<PAGE>   15
                                   NEXTEL INTERNATIONAL (PHILIPPINES) LLC


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------

                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------


                                   TOP MEGA ENTERPRISE, LTD.


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------

                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------


                                   NEXTEL INTERNATIONAL (JAPAN), LTD.


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------

                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------


                                   NEXTEL INTERNATIONAL (MEXICO), LTD.


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------

                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------


                                   NEXTEL INTERNATIONAL (PERU) LLC


                                   By: /s/ Robert J. Gilker
                                      ------------------------------------------

                                   By: /s/ Mercedes Barreras
                                      ------------------------------------------


                                   GAMBOA HOLDINGS, INC.

                                   By: /s/ Jose S. Alejandro
                                      ------------------------------------------


                                      -15-
<PAGE>   16
                           ACKNOWLEDGMENT AND CONSENT

         For the avoidance of doubt, and without limitation of any applicable
provisions of the Amended and Restated Stockholder Guarantor Pledge or the other
Security Documents (as such terms are defined in the Master Equipment Financing
Agreement referred to in the Fourth Amendment to Master Equipment Financing
Agreement (the "Amendment"), to which this Acknowledgement and Consent is
appended), each of the undersigned hereby unconditionally and irrevocably (i)
acknowledges receipt of a copy of the Master Equipment Financing Agreement and
the Amendment, and (ii) consents to all of the terms and provisions of the
Master Equipment Financing Agreement as amended by the Amendment.

         Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Master Equipment Financing
Agreement referred to herein. This Acknowledgement and Consent is for the
benefit of the Lenders and the Agents and their respective successors and
assigns. No term or provision of this Acknowledgment and Consent may be modified
or otherwise changed without the prior written consent of the Agents, given as
provided in the Master Equipment Financing Agreement. This Acknowledgement and
Consent shall be binding upon the successors and assigns of each of the
undersigned. This Acknowledgement and Consent may be executed by any of the
undersigned in separate counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgement and Consent as of February 20, 2001.


                                 NEXTEL INTERNATIONAL, INC.


                                 By: /s/ Robert J. Gilker
                                    --------------------------------------------

                                 By: /s/ Mercedes Barreras
                                    --------------------------------------------



                                      -16-