<PAGE>   1
                                                                    EXHIBIT 10.4


                  AMENDMENT NO. 1  TO THE AGREEMENT TO BUILD TO SUIT



                  Amendment No. 1 (this  "Amendment"),  dated as of January 31,
2001, to the Agreement to Build to Suit (the "Agreement"),  dated as of December
14, 2000, by and among SBC Wireless,  LLC ("SBCW"),  for itself and as Agent for
the SBCW Parties (as defined in Section 1.01 of the Agreement) designated on the
signature page  thereto),  SpectraSite  Holdings,  Inc.  ("TowerCo  Parent") and
SpectraSite  Communications,  Inc. ("Vendor").  Unless otherwise defined herein,
capitalized terms shall have such meanings as ascribed to them in the Agreement.

                  WHEREAS,  SBCW,  Vendor and TowerCo Parent desire to amend the
Agreement as more particularly set forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants and agreements  contained  herein,  the parties hereby agree as
follows:

                  1.       Amendment to Section 1.01.
                           -------------------------

                  The  definition  of "Existing  POPs" is hereby  deleted in its
entirety and replaced by the following:

                  "`Existing  POPs' means the sum of the POPs shown in Schedules
                  3.12(a) and 3.12(b) to this  Agreement," as such Schedules may
                  hereafter  be  amended  in  accordance   with  the  provisions
                  hereof."

                  2.       Amendment to Section 3.12.
                           -------------------------

                  Section 3.12 is hereby amended as follows:

                           2.1      The  following  parenthetical  is   hereby
inserted  after the word  "POPs" the first and third times it appears in Section
3.12(c):  "(determined  by reference  to  Schedules  3.12(a) and 3.12(b) to this
Agreement,  as such  Schedules may  hereafter be amended in accordance  with the
provisions hereof)."

                           2.2      The following clause (h) is added at the end
of Section 3.12:

                  "(h)  Notwithstanding   anything  to  the  contrary  contained
                  herein,  promptly  after  POPs for the  year  2000  have  been
                  published by the authorities  described at the end of Schedule
                  3.12(b),  Schedules  3.12(a) and  3.12(b)  shall be amended to
                  replace the POPs reflected  thereon with the POPs for the year
                  2000 as so published, and from and after such amendment,  each
                  reference to POPs included in this  Agreement,  shall refer to
                  the POPs which appear on Schedules 3.12(a) and 3.12(b),  as so
                  amended."



<PAGE>   2
                                                                               2


                  3.       Amendment to Schedule 3.12(a).
                           -----------------------------

                  Schedule  3.12(a)  is  hereby  deleted  in  its  entirety  and
replaced by Schedule 1 attached hereto and made a part hereof.

                  4.       Amendment to Schedule 3.12(b).
                           -----------------------------

                  Schedule  3.12(b)  is  hereby  deleted  in  its  entirety  and
replaced by Schedule 2 attached hereto and made a part hereof.

                  5.       Counterparts.
                           ------------

                  This  Amendment  may be executed by one or more of the parties
hereto on any number of separate counterparts and all such counterparts shall be
deemed to be one and the same  instrument.  Each party hereto  confirms that any
facsimile  copy of such party's  executed  counterpart of this Amendment (or its
signature page thereof) shall be deemed to be an executed original thereof.

                  6.       Ratification of Agreement.
                           -------------------------
                  This   Amendment   shall  not   constitute   an  amendment  or
modification of any other  provision of the Agreement not expressly  referred to
herein.  Except as expressly  amended or modified herein,  the provisions of the
Agreement are and shall remain in full force and effect.

                  7.       Governing Law.
                           -------------

                  This  Amendment  shall be  governed  by, and  interpreted  and
construed in accordance with, the laws of the State of New York,  without regard
to conflicts of laws or rules.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK





<PAGE>   3
                                                                               3


                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Amendment as of the day and year first above written.

               SBCW:
               SBC WIRELESS, LLC,
               as attorney-in-fact for the SBCW Parties listed on Exhibit
               A pursuant to Section 16.17 of the Agreement


               By:/s/Kathy Rehmer
                  ------------------------------------------
                        Kathy Rehmer, as attorney-in-fact


               VENDOR:
               SPECTRASITE COMMUNICATIONS, INC.


               By:/s/ Glen Spivak
                  ------------------------------------------
                           Glen Spivak
                           Vice President


               TOWERCO PARENT:
               SPECTRASITE HOLDINGS, INC.


               By:/s/ Richard Byrne
                  ------------------------------------------
                            Richard Byrne
                            Executive Vice President




<PAGE>   4

                                                                        S-2





                                SBCW PARTIES:

                                ABILENE SMSA LIMITED PARTNERSHIP

                                       By:  SOUTHWESTERN BELL WIRELESS
                                            LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                  By:/s/Kathy Rehmer
                                                     ---------------------------
                                                      Kathy Rehmer
                                                      as Attorney-in-Fact by
                                                      Power-of-Attorney


<PAGE>   5
                                                                             S-3


                              AMARILLO SMSA LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                           By:   SBC WIRELESS, LLC, its manager



                                                 By:/s/Kathy Rehmer
                                                    ----------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney


<PAGE>   6
                                                                             S-4


                              AMCELL OF ATLANTIC CITY, LLC

                                        By:  AMERICAN CELLULAR NETWORK
                                             LLC, its manager

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   7
                                                                             S-5


                                 AMERICAN CELLULAR NETWORK
                                 COMPANY, LLC

                                             By:  SBC WIRELESS, LLC, its manager


                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   8

                                                                             S-6

                                 AMERITECH MOBILE COMMUNICATIONS,
                                 LLC


                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   9

                                                                             S-7

                                 AMERITECH WIRELESS COMMUNICATIONS,
                                 LLC


                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   10
                                                                             S-8


                                 AURORA/ELGIN CELLULAR TELEPHONE,
                                 LLC

                                        By:  AMERICAN CELLULAR NETWORK
                                             LLC, its manager

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   11

                                                                             S-9

                                 CELL SOUTH OF NEW JERSEY LLC


                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   12
                                                                            S-10


                                 CHAMPAIGN CELLTELCO

                                        By:  SOUTHWESTERN BELL MOBILE
                                             SYSTEMS   LLC, General Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   13

                                                                            S-11

                                 CINCINNATI SMSA LIMITED PARTNERSHIP

                                        By:  AMERITECH MOBILE
                                             COMMUNICATIONS LLC, General
                                                     Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   14

                                                                            S-12

                                 CORPUS CHRISTI SMSA LIMITED
                                 PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                                   LLC, its General Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   15

                                                                            S-13

                                 C-SW CELLULAR PARTNERSHIP


                               By:    SOUTHWESTERN BELL MOBILE
                                      SYSTEMS, LLC, its General Partner

                               By:    SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                                Kathy Rehmer
                                                as Attorney-in-Fact by
                                                Power-of-Attorney


                               By:    AMERICAN CELLULAR NETWORK LLC,
                                      its General Partner

                               By:    SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                                Kathy Rehmer
                                                as Attorney-in-Fact by
                                                Power-of-Attorney


<PAGE>   16

                                                                            S-14

                                 DALLAS SMSA LIMITED PARTNERSHIP

                                        By:  SOUTHWESTERN BELL WIRELESS
                                             LLC, General Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   17
                                                                            S-15


                                 DECATUR CELLULAR TELEPHONE COMPANY LLC

                                        By:    SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney


<PAGE>   18
                                                                            S-16


                                         DELAWARE VALLEY PCS COMMUNICATIONS, LLC

                                                 By:  AMERICAN CELLULAR NETWORK
                                                      LLC, its manager

                                                      By:   SBC WIRELESS, LLC,
                                                            its manager



                                                        By:/s/Kathy Rehmer
                                                          ----------------------
                                                            Kathy Rehmer
                                                            as Attorney-in-Fact
                                                            by Power-of-Attorney


<PAGE>   19
                                                                            S-17


                                          DETROIT SMSA LIMITED PARTNERSHIP

                                                 By: AMERITECH MOBILE
                                                     COMMUNICATIONS LLC, General
                                                              Partner

                                                      By:   SBC WIRELESS, LLC,
                                                            its manager



                                                         By:/s/Kathy Rehmer
                                                            --------------------
                                                            Kathy Rehmer
                                                            as Attorney-in-Fact
                                                            by Power-of-Attorney


<PAGE>   20

                                                                            S-18

                                   EASTERN MISSOURI CELLULAR LIMITED PARTNERSHIP

                                                 By:  SOUTHWESTERN BELL WIRELESS
                                                      LLC, General Partner

                                                      By:   SBC WIRELESS, LLC,
                                                            its manager



                                                        By:/s/Kathy Rehmer
                                                           ---------------------
                                                            Kathy Rehmer
                                                            as Attorney-in-Fact
                                                            by Power-of-Attorney


<PAGE>   21

                                                                            S-19

                                   GARY CELLULAR TELEPHONE COMPANY

                                          By:  SOUTHWESTERN BELL MOBILE
                                               SYSTEMS   LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                        ------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   22
                                                                            S-20


                                   HOUMA THIBADOUX CELLULAR PARTNERSHIP

                                          By:  SBC WIRELESS, LLC, its General
                                                       Partner



                                          By:/s/Kathy Rehmer
                                             -----------------------------------
                                               Kathy Rehmer
                                               as Attorney-in-Fact by Power-of-
                                               Attorney


<PAGE>   23

                                                                            S-21

                                   JOLIET CELLULAR TELEPHONE, LLC

                                          By:  AMERICAN CELLULAR NETWORK
                                               LLC, its manager

                                             By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney




<PAGE>   24

                                                                            S-22

                                   KANSAS CITY SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   25

                                                                            S-23

                                   LUBBOCK SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   26

                                                                            S-24

                                   MADISON SMSA LIMITED PARTNERSHIP

                                          By:  AMERICAN MOBILE
                                               COMMUNICATIONS LLC, General
                                                       Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   27

                                                                            S-25

                               MCALLEN-EDINBURG-MISSION SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   28

                                                                            S-26

                                   MIDLAND-ODESSA SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   29

                                                                            S-27

                                   MILWAUKEE SMSA LIMITED PARTNERSHIP

                                          By:  AMERITECH MOBILE
                                               COMMUNICATIONS LLC, General
                                                       Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   30

                                                                            S-28

                                   MISSOURI RSA 8 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   31
                                                                            S-29


                                   MISSOURI RSA 9B1 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   32

                                                                            S-30

                                   MISSOURI RSA 11/12 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   33

                                                                            S-31

                                 NEHOLDINGS, LLC

                                   By:    SBC WIRELESS, LLC, its manager



                                        By:/s/Kathy Rehmer
                                           ------------------------------------
                                           Kathy Rehmer
                                           as Attorney-in-Fact by Power-of-
                                           Attorney



<PAGE>   34

                                                                            S-32

                                   OKLAHOMA CITY SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   35

                                                                            S-33

                                   OKLAHOMA RSA 3 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                      Kathy Rehmer
                                                      as Attorney-in-Fact by
                                                      Power-of-Attorney


<PAGE>   36

                                                                            S-34

                                   OKLAHOMA RSA 9 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   37

                                                                            S-35

                                   PACIFIC TELESIS MOBILE SERVICES, LLC

                                          By:  SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney




<PAGE>   38

                                                                            S-36

                                   ST. JOSEPH SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney


<PAGE>   39

                                                                            S-37

                                 SAN ANTONIO SMSA LIMITED PARTNERSHIP

                                        By:    SOUTHWESTERN BELL WIRELESS LLC,
                                               its General Partner

                                        By:    SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney



<PAGE>   40

                                                                            S-38

                                SBMS CELLULAR TELECOMMUNICATIONS BLOOMINGTON LLC

                                        By:    SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney



<PAGE>   41

                                                                            S-39

                                SBMS CELLULAR TELECOMMUNICATIONS SPRINGFIELD LLC

                                        By:    SBC WIRELESS, LLC, its manager



                                         By:/s/Kathy Rehmer
                                            ------------------------------------
                                               Kathy Rehmer
                                               as Attorney-in-Fact by
                                               Power-of-Attorney




<PAGE>   42

                                                                            S-40

                                    SNET CELLULAR LLC

                                           By:    SBC WIRELESS, LLC, its manager



                                              By:/s/Kathy Rehmer
                                                 -------------------------------
                                                 Kathy Rehmer
                                                 as Attorney-in-Fact by
                                                 Power-of-Attorney




<PAGE>   43

                                                                            S-41

                                            SOUTHWESTERN BELL MOBILE SYSTEMS LLC

                                           By:    SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                               Kathy Rehmer
                                               as Attorney-in-Fact by
                                               Power-of-Attorney


<PAGE>   44

                                                                            S-42

                                            SOUTHWESTERN BELL WIRELESS, LLC

                                           By:    SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                                  Kathy Rehmer
                                                  as Attorney-in-Fact by
                                                  Power-of-Attorney




<PAGE>   45

                                                                            S-43

                                   SPRINGWICH CELLULAR LIMITED PARTNERSHIP

                                            By:  SNET CELLULAR LLC, General
                                                 Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                                 Kathy Rehmer
                                                 as Attorney-in-Fact by
                                                 Power-of-Attorney


<PAGE>   46

                                                                            S-44

                                            TEXAS RSA 6 LIMITED PARTNERSHIP

                                            By:  SOUTHWESTERN BELL WIRELESS
                                                 LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                                  Kathy Rehmer
                                                  as Attorney-in-Fact by
                                                  Power-of-Attorney


<PAGE>   47
                                                                            S-45


                                     TEXAS RSA 7B 1 LIMITED PARTNERSHIP

                                         By:  SOUTHWESTERN BELL WIRELESS
                                              LLC, General Partner

                                         By:   SBC WIRELESS, LLC, its manager



                                         By:/s/Kathy Rehmer
                                            ------------------------------------
                                                Kathy Rehmer
                                                as Attorney-in-Fact by
                                                Power-of-Attorney


<PAGE>   48

                                                                            S-46

                                      TEXAS RSA 9B 1 LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                      By:   SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         --------------------------------------
                                            Kathy Rehmer
                                            as Attorney-in-Fact by
                                            Power-of-Attorney


<PAGE>   49

                                                                            S-47

                                    TEXAS RSA 9B4 LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                      By:   SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                            Kathy Rehmer
                                            as Attorney-in-Fact by
                                            Power-of-Attorney


<PAGE>   50


                                                                            S-48
                                     TEXAS RSA 10B1 LIMITED PARTNERSHIP

                                        By:  SOUTHWESTERN BELL WIRELESS
                                             LLC, General Partner

                                        By:   SBC WIRELESS, LLC, its manager



                                        By:/s/Kathy Rehmer
                                           ------------------------------------
                                              Kathy Rehmer
                                              as Attorney-in-Fact by
                                              Power-of-Attorney



<PAGE>   51
                                                                            S-49



                                   TEXAS RSA 18 LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                      By:   SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                            Kathy Rehmer
                                            as Attorney-in-Fact by
                                            Power-of-Attorney



<PAGE>   52

                                                                            S-50

                                     TEXAS RSA 19 LIMITED PARTNERSHIP

                                     By:  SOUTHWESTERN BELL WIRELESS
                                          LLC, General Partner

                                     By:   SBC WIRELESS, LLC, its manager



                                     By:/s/Kathy Rehmer
                                        ----------------------------------------
                                           Kathy Rehmer
                                           as Attorney-in-Fact by
                                           Power-of-Attorney


<PAGE>   53
                                                                            S-51


                                  TEXAS RSA 20B1 LIMITED PARTNERSHIP

                                   By:  SOUTHWESTERN BELL WIRELESS
                                        LLC, General Partner

                                   By:   SBC WIRELESS, LLC, its manager



                                   By:/s/Kathy Rehmer
                                      ------------------------------------------
                                         Kathy Rehmer
                                         as Attorney-in-Fact by
                                         Power-of-Attorney


<PAGE>   54
                                                                            S-52


                              OPEKA SMSA LIMITED PARTNERSHIP

                                    By:  SOUTHWESTERN BELL WIRELESS
                                         LLC, General Partner

                                         By:   SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                   Kathy Rehmer
                                                   as Attorney-in-Fact by
                                                   Power-of-Attorney



<PAGE>   55

                                                                            S-53

                         VINELAND CELLULAR TELEPHONE
                         COMPANY LLC

                                By:    SBC WIRELESS, LLC, its manager



                                       By:/s/Kathy Rehmer
                                          -------------------------------------
                                             Kathy Rehmer
                                             as Attorney-in-Fact by
                                             Power-of-Attorney




<PAGE>   56
                                                                            S-54


                           WASHINGTON/BALTIMORE CELLULAR LIMITED PARTNERSHIP

                                  By:  WASHINGTON/BALTIMORE
                                       CELLULAR HOLDCO LLC, General
                                               Partner

                                       By:   SBC WIRELESS, LLC, its manager



                                             By:/s/Kathy Rehmer
                                                --------------------------------
                                                   Kathy Rehmer
                                                   as Attorney-in-Fact by
                                                   Power-of-Attorney


<PAGE>   57

                                                                            S-55

                                WICHITA SMSA LIMITED PARTNERSHIP

                                       By:  SOUTHWESTERN BELL WIRELESS
                                            LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                  By:/s/Kathy Rehmer
                                                     ---------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   58

                                                                            S-56

                                WORCESTER TELEPHONE COMPANY

                                       By:  SOUTHWESTERN BELL MOBILE
                                            SYSTEMS LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                  By:/s/Kathy Rehmer
                                                     ---------------------------
                                                        Kathy Rehmer
                                                        as Attorney-in-Fact by
                                                        Power-of-Attorney


<PAGE>   59
                                                                            S-57


                                               CCPR OF THE VIRGIN ISLANDS, INC.



                                                By:/s/Paul R. Driscoll
                                                   -----------------------------
                                                      Paul R. Driscoll
                                                      Vice President




<PAGE>   60

                                                                            S-58

                                               CCPR SERVICES, INC.



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                     Paul R. Driscoll
                                                     Vice President





<PAGE>   61

                                                                            S-59

                                               PINE BLUFF CELLULAR, INC.



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                     Paul R. Driscoll
                                                     Vice President





<PAGE>   62

                                                                            S-60

                                      PINNACLE CELLULAR LIMITED PARTNERSHIP


                                        By:      OZARK CELLULAR
                                                 CORPORATION, as general partner



                                        By:/s/Paul R. Driscoll
                                           ------------------------------------
                                              Paul R. Driscoll
                                              Vice President





<PAGE>   63
                                                                            S-61


                                               RADIOFONE HOLDINGS, INC.



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                    Paul R. Driscoll
                                                    Vice President




<PAGE>   64

                                                                            S-62

                                        SAN JUAN CELLULAR TELEPHONE COMPANY

                                        By:    CCPR, INC., General Partner


                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                     Paul R. Driscoll
                                                     Vice President



<PAGE>   65

                                                                            S-63

                                               USVI CELLULAR TELEPHONE
                                               CORPORATION



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                    Paul R. Driscoll
                                                    Vice President