<PAGE>   1

                                                               EXHIBIT 10.4

                                                               EXECUTION VERSION

                                 FIRST AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          EQUIPMENT FINANCING AGREEMENT

         This First Amendment (the "First Amendment") to Amended and Restated
Equipment Financing Agreement dated as of February 19, 2001 (the "Effective
Date"), is entered into by and among MCCAW INTERNATIONAL (BRAZIL), LTD. (the
"Company") and MOTOROLA CREDIT CORPORATION (the "Creditor"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings, if any,
assigned them in the Amended and Restated EFA (defined in Recital A below.)

                                R E C I T A L S:

         A. The Company and the Creditor are parties to an Amended and Restated
EFA dated as of April 28, 2000 (as heretofore amended, supplemented or otherwise
modified, the "Amended and Restated EFA"), pursuant to which the Creditor agreed
to maintain loans and make the Final Advance to the Company.

         B. The Company has requested that, subject to the terms and provisions
hereof, the Creditor consent to certain amendments to the Amended and Restated
EFA.

         C. The Creditor is willing to grant such consent, subject to the terms
and conditions of this First Amendment.


         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto 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 Amended and Restated EFA is hereby amended as
follows:

                  1.1      Effective as of January 1, 2001, the definition of
                           "Maturity Date" in Section 1.1 of the Amended and
                           Restated EFA is hereby amended and restated in its
                           entirety as follows:

                           " "Maturity Date" means June 30, 2005, provided, if
                           such date is not a Business Day, then the Maturity
                           Date shall be the immediately preceding Business
                           Day."


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<PAGE>   2

                  1.2      Schedule 1.01(d) to the Amended and Restated EFA is
                           hereby deleted and replaced with Schedule 1.01(d)
                           (Target Subscribers) attached hereto.

                  1.3      Section 2.04(a) of the Amended and Restated EFA is
                           hereby amended and restated in its entirety to read
                           as follows:


                  "(a) The Company shall pay to the Creditor the principal of
           the Advances made by the Creditor outstanding at the close of
           business on the Commitment Termination Date in eight (8) semi-annual
           installments on the Payment Dates identified below (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 such 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 Original
                                                    Principal of
         Payment Date                    Advance Payable on such Payment Date
         ------------                    ------------------------------------
<S>                                      <C>
         June 30, 2000                                    10%
       December 31, 2000                                  10%
       December 31, 2002                                  10%
         June 30, 2003                                    10%
       December 31, 2003                                  15%
         June 30, 2004                                    15%
       December 31, 2004                                  15%
         June 30, 2005                                   15%"
</TABLE>


                  1.4      Section 8.17 of the Amended and Restated EFA is
                           hereby amended and restated in its entirety as
                           follows:

         "The Company and its Subsidiaries shall have or maintain, on a
consolidated basis, at all times:

                  (a) a Fixed Charge Coverage Ratio (measured at the end of each
         fiscal quarter) of not less than 1.00 : 1.00 at the end of each fiscal
         quarter of the Company;

                  (b) EBITDA, at the end of each fiscal quarter period then
         ended (measured at the end of each fiscal quarter), of not less than
         the respective amounts set forth opposite each such date:

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<PAGE>   3

<TABLE>
<CAPTION>
            Date                                 EBITDA
            ----                                 ------
<S>                                          <C>
      March 31, 2000                         $(21,500,000)
      June 30, 2000                          $(16,400,000)
      September 30, 2000                     $(19,300,000)
      December 31, 2000                      $(22,300,000)
      March 31, 2001                         $(11,800,000)
      June 30, 2001                           $(9,900,000)
      September 30, 2001                      $(6,300,000)
      December 31, 2001                           $100,000
      March 31, 2002                            $3,800,000
      June 30, 2002                             $7,900,000
      September 30, 2002                       $10,600,000
      December 31, 2002                        $12,000,000
      March 31, 2003                           $14,600,000
      June 30, 2003                            $22,700,000
      September 30, 2003                       $24,000,000
      December 31, 2003                        $27,500,000
      March 31, 2004                           $33,000,000
      June 30, 2004                            $39,600,000
      September 30, 2004                       $47,520,000
      December 31, 2004                        $57,024,000
      March 31, 2005                           $68,428,800
      June 30, 2005                            $82,114,560
</TABLE>

                  (c) a ratio of Indebtedness to EBITDA as at the end of each
         quarterly period then ended of not greater than the ratios set forth
         opposite each such date:

<TABLE>
<CAPTION>

                Date                       Indebtedness to
                ----                       ---------------
                                               EBITDA
                                               ------
<S>                                        <C>
      March 31, 2002                           41.1 : 1.00
      June 30, 2002                            17.3 : 1.00
      September 30, 2002                       12.8 : 1.00
      December 31, 2002                         9.8 : 1.00
      March 31, 2003                            8.1 : 1.00
      June 30, 2003                             4.3 : 1.00
      September 30, 2003                        4.1 : 1.00
      December 31, 2003                         2.9 : 1.00
      March 31, 2004                            2.4 : 1.00
      June 30, 2004                             2.0 : 1.00
      September 30, 2004                        1.7 : 1.00
      December 31, 2004                         1.4 : 1.00
      March 31, 2005                            1.2 : 1.00
</TABLE>
                                      -3-
<PAGE>   4

<TABLE>
<CAPTION>
<S>                                             <C>
      June 30, 2005                             1.0 : 1.00
</TABLE>

                  (d) minimum Recurring Revenues, as at the end of each
         quarterly period then ended, of not less than the respective amounts
         set forth opposite each such date:

<TABLE>
<CAPTION>

           Date                               Recurring Revenues
           ----                               ------------------
<S>                                           <C>
      March 31, 2000                            $8,700,000
      June 30, 2000                             $9,700,000
      September 30, 2000                       $13,000,000
      December 31, 2000                        $16,900,000
      March 31, 2001                           $22,300,000
      June 30, 2001                            $27,700,000
      September 30, 2001                       $30,900,000
      December 31, 2001                        $35,000,000
      March 31, 2002                           $39,700,000
      June 30, 2002                            $43,500,000
      September 30, 2002                       $48,500,000
      December 31, 2002                        $53,500,000
      March 31, 2003                           $59,200,000
      June 30, 2003                            $63,800,000
      September 30, 2003                       $67,600,000
      December 31, 2003                        $71,800,000
      March 31, 2004                          $ 77,291,552
      June 30, 2004                           $ 83,203,121
      September 30, 2004                      $ 89,566,830
      December 31, 2004                       $ 96,417,260
      March 31, 2005                          $103,791,640
      June 30, 2005                           $111,730,041
</TABLE>

                  (e) a minimum number of Subscribers, as at the end of each
         quarterly period then ended, of not less than the number of Subscribers
         set forth opposite each such date:

<TABLE>
<CAPTION>

            Date                                 Subscribers
            ----                                 -----------
<S>                                              <C>
      March 31, 2000                               115,000
      June 30, 2000                                129,000
      September 30, 2000                           154,000
      December 31, 2000                            190,000
      March 31, 2001                               226,000
      June 30, 2001                                253,000
      September 30, 2001                           280,000
      December 31, 2001                            311,000
</TABLE>

                                       -4-
<PAGE>   5

<TABLE>
<CAPTION>
<S>                                              <C>
      March 31, 2002                               345,000
      June 30, 2002                                370,000
      September 30, 2002                           398,000
      December 31, 2002                            431,000
      March 31, 2003                               468,000
      June 30, 2003                                489,000
      September 30, 2003                           513,000
      December 31, 2003                            538,000
      March 31, 2004                               568,737
      June 30, 2004                                601,231
      September 30, 2004                           635,581
      December 31, 2004                            671,894
      March 31, 2005                               710,281
      June 30, 2005                                750,861
</TABLE>

                  (f) a minimum amount of Adjusted Paid-In Capital at all times
         for each calendar quarter in an amount equal to the actual cash
         requirements for such calendar quarter as provided in the Adjusted
         Paid-In Capital Schedule (in the form of Schedule 1.01(c) attached
         hereto) provided by the Company as part of the compliance package
         delivered with the financial statements required under Sections 8.2 and
         8.3. As set forth in the Adjusted Paid-In Capital Schedule (Schedule
         1.01(c)), a deficiency in Adjusted Paid-In Capital for any calendar
         quarter must be contributed into the Company within fifteen (15) days
         from the end of the applicable reporting period.

         Notwithstanding anything herein to the contrary (including, without
         limitation, the provisions of Section 11.1 hereof), (i) a breach of
         Section 8.17(d) hereof shall not constitute an Event of Default
         hereunder unless the Company is in breach of such Section 8.17(d) as of
         two (2) consecutive quarter end dates and (ii) a breach of Section
         8.17(b) or Section 8.17(c) hereof as of any quarter end date shall not
         constitute an Event of Default hereunder unless the aggregate
         Subscribers as of the end of such quarter were less than the "Target
         Subscribers" set forth opposite the quarter end dates set forth in
         Schedule 1.01(d)."

                  SECTION 2.  CONDITIONS.

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

                   2.1 the Company shall have delivered to the Creditor the
          First Amendment, duly executed and delivered and appropriately dated
          and in form and substance satisfactory to the Creditor;

                   2.2 the Creditor shall have received an opinion of counsel
          for the Company with respect to this amendment, reasonably acceptable
          to the Creditor, and shall, within 30 days

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<PAGE>   6

         of the date hereof, receive an opinion of Brazilian counsel to the
         Company with respect to the collateral in respect of the obligations of
         the Company and the other Credit Parties under the Amended and Restated
         EFA, as amended by this amendment, such opinion of Brazilian counsel to
         be reasonably acceptable to the Creditor;

                   2.3 each of the Credit Parties shall have, within 10 Business
         Days of the date hereof, (a) executed an affirmation of their
         obligations in respect of the Amended and Restated EFA and the Credit
         Documents to which they are a party, such affirmation to be in form and
         substance reasonably satisfactory to the Creditor and (b) a binding
         commitment, reasonably acceptable to the Creditor, with respect to the
         purchase by the Company and its affiliates of minimum amounts of goods
         and services from the Creditor or its affiliates;

                  2.4 all necessary consents to the First Amendment have been
         obtained from third parties, including assignees of the Creditor and
         insurers of the payment of Advances;

                  2.5 the Company shall have delivered such other documents as
         the Creditor may reasonably request;

         it being understood and agreed that the failure to satisfy any of the
         conditions in paragraphs 2.2 and 2.3 above in the time periods
         specified shall result in the First Amendment being void ab initio and
         of no force and effect.


                  SECTION 3.  REPRESENTATIONS AND WARRANTIES.

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

                   3.1 The representations and warranties contained in the
         Amended and Restated EFA 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;

                   3.2 There has been no Material Adverse Effect since September
         30, 2000;

                  3.3 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 Creditor, 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

                                       -6-
<PAGE>   7

         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;

                  3.4 Each Credit Party has made all material required
         contributions under the Plans for all periods through and September 30,
         2000, or adequate accruals therefor have been provided for in the
         financial statements referenced in paragraph 3.3 above; and

                  3.5 After giving effect to the First 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 First Amendment.

                  SECTION 4. GENERAL.

                  4.1 Reservation of Rights. The Company acknowledges and agrees
         that the execution and delivery of the First Amendment shall not be
         deemed (i) to create a course of dealing or otherwise obligate the
         Creditor to forbear or execute similar amendments under the same or
         similar circumstances in the future, or (ii) as a waiver by the
         Creditor of any covenant, condition, term or provision of the Amended
         and Restated EFA or any of the other Credit Documents, and the failure
         of the Creditor 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 Creditor to thereafter demand strict
         compliance therewith. The Creditor hereby reserves all rights granted
         under the Amended and Restated EFA, the other Credit Documents and the
         First Amendment.

                  4.2 Full Force and Effect. As hereby modified, the Amended and
         Restated EFA 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 Amended and Restated EFA and agrees to pay on
         demand all reasonable costs and expenses of the Creditor in connection
         with the preparation, execution and delivery of the First Amendment and
         all instruments and documents delivered in connection herewith.

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

                                      -7-

<PAGE>   8
                  4.5 Counterparts. The First 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 First Amendment.

                                    * * * * *

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<PAGE>   9

         IN WITNESS WHEREOF, the Company and the Creditor have executed this
First Amendment as of the 19th day of February, 2001.

                                    COMPANY:


                                    MCCAW INTERNATIONAL (BRAZIL), LTD.


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

                                    MOTOROLA CREDIT CORPORATION


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


                                   -9-

<PAGE>   10
                                SCHEDULE 1.01(d)

                              "TARGET SUBSCRIBERS"

<TABLE>
<CAPTION>
                        Date                               Subscribers
                        ----                               -----------
<S>                                                        <C>
                   March 31, 2000                           143,559
                   June 30, 2000                            171,135
                   September 30, 2000                       210,987
                   December 31, 2000                        251,624
                   March 31, 2001                           280,864
                   June 30, 2001                            311,575
                   September 30, 2001                       345,661
                   December 31, 2001                        383,031
                   March 31, 2002                           411,292
                   June 30, 2002                            442,130
                   September 30, 2002                       479,418
                   December 31, 2002                        520,497
                   March 31, 2003                           543,421
                   June 30, 2003                            569,974
                   September 30, 2003                       598,256
                   December 31, 2003                        628,283
                   March 31, 2004                           664,179
                   June 30, 2004                            702,125
                   September 30, 2004                       742,239
                   December 31, 2004                        784,646
                   March 31, 2005                           829,475
                   June 30, 2005                            876,865
</TABLE>
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