OLD DOMINION ELECTRIC COOPERATIVE
EXHIBIT 10.64
<DOCUMENT>
<TYPE>EX-10.64
<SEQUENCE>3
<FILENAME>dex1064.txt
<DESCRIPTION>EXHIBIT 10.64
<TEXT>
<PAGE>

                                                                   Exhibit 10.64

================================================================================

                                Amendment No.1 To
                             Participation Agreement

                          Dated as of December 19, 2002

                                      among

                       Old Dominion Electric Cooperative,

                      State Street Bank and Trust Company,
                      not in its individual capacity except
                        as expressly provided herein, but
                            solely as Owner Trustee,

                      Wachovia Bank, National Association,

                          Utrecht-America Finance Co.,

                                       And

                         Cedar Hill International Corp.

                        Clover Unit 1 Generating Facility
                                       and
                                Common Facilities

================================================================================

<PAGE>

                    AMENDMENT NO.1 TO PARTICIPATION AGREEMENT

     This AMENDMENT NO.1 TO PARTICIPATION AGREEMENT, dated as of December 19,
2002 (this "Amendment"), among (i) OLD DOMINION ELECTRIC COOPERATIVE, a utility
aggregation cooperative organized under the laws of the Commonwealth of Virginia
(herein together with its successors and assigns, called "Old Dominion"), (ii)
STATE STREET BANK AND TRUST COMPANY, a state-chartered trust company organized
and existing under the laws of the Commonwealth of Massachusetts, not in its
individual capacity, except as expressly provided herein, but solely as trustee
under the Trust Agreement (as hereinafter defined) (herein in such capacity,
together with its successors and assigns, called the "Owner Trustee" and herein
in its individual capacity, together with its successors and assigns, called the
"Trust Company"), (iii) WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as
First Union National Bank, successor-in-interest to First Union National Bank of
Florida), a national banking association organized under the laws of the United
States, as Owner Participant (herein in such capacity, together with its
successors and assigns, called the "Owner Participant"), (iv) UTRECHT-AMERICA
FINANCE CO., a Delaware corporation, as the Series A Lender (herein in such
capacity, together with its successors and assigns, called the "Series A
Lender") and as Agent for the Lenders (herein in such capacity, together with
its successors and assigns, called the "Agent"), and (v) CEDAR HILL
INTERNATIONAL CORP., a corporation organized under the laws of the State of
Delaware, as Series B Lender (herein in such capacity, together with its
successors and assigns, called the "Series B Lender").

                                   WITNESSETH:

     WHEREAS, Old Dominion, the Owner Trustee, the Owner Participant,
Utrecht-America Finance Co., as the Original Lender and the Agent, entered into
the Participation Agreement, dated as of February 29, 1996 (the "Participation
Agreement"), relating to the lease of the Equipment Interest and the Foundation
Interest from Old Dominion to the Owner Trustee under the Equipment Head Lease
and the Foundation Head Lease, respectively, and concurrently therewith the
lease of the Equipment Interest and the Foundation Interest to Old Dominion
under the Equipment Operating Lease and the Foundation Operating Lease,
respectively;

     WHEREAS, the Holder of the Series B Loan Certificate exercised its rights
to cause the Series B Loan Certificate to be repaid pursuant to Section 10.2 of
the Participation Agreement;

     WHEREAS, in connection with the mandatory prepayment of the Series B Loan
Certificate on the date hereof, (i) the Loan Agreement will be amended and
restated, (ii) the Owner Trustee will issue new Loan Certificates to the Lenders
and the Loan Certificates previously issued by the Owner Trustee will be
cancelled, (iii) the Equipment Operating Lease and the Foundation Operating
Lease each will be amended, (iv) the Deposit Agreement and the Deposit Pledge
Agreement will be terminated and a substitute deposit agreement and deposit
pledge agreement will be entered into by Old Dominion and the Owner Trustee, and
(v) the Payment Undertaking Agreement will be amended (such documents and
amendments entered into in connection with such mandatory prepayment, together
with this Amendment, collectively are called the "Loan Refinancing Documents"
and the transactions contemplated hereby and thereby are called the "Loan
Refinancing"); and

<PAGE>

     WHEREAS, in connection with the execution and delivery of the Loan
Refinancing Documents, the parties hereto desire to amend the Participation
Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS; GENERAL PROVISIONS

     The capitalized terms used in this Amendment (including the recitals) and
not otherwise defined herein shall have the respective meanings specified in
Appendix A to the Participation Agreement, as amended hereby. All references to
sections, schedules and exhibits herein are to sections, schedules and exhibits
of this Amendment unless otherwise indicated and the words "herein", "hereof"
and "hereunder" and other words of similar import refer to this Amendment as a
whole and not to any particular section or other subdivision. The general
provisions of Appendix A to the Participation Agreement, as amended hereby, also
shall apply to this Amendment.

SECTION 2. LOAN REFINANCING

     Section 2.1 The parties hereto hereby waive the obligation of Old Dominion
to deliver a request and authorization to issue additional Loan Certificates in
accordance with Section 2.11(b) of the Loan Agreement in connection with the
issuance of the Series 2002 Loan Certificates and the consummation of the Loan
Refinancing.

     Section 2.2 The Owner Participant agrees that the execution and delivery of
this Amendment shall constitute, without further act, authorization and
direction by the Owner Participant to the Owner Trustee to execute and deliver
each Loan Refinancing Document to which it is a party.

SECTION 3. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS

     Section 3.1 Representations and Warranties of the Owner Trustee and the
Trust Company. Except as set forth in the last sentence of this Section 3.1, the
Trust Company, in its individual capacity, represents and warrants that, as of
the date hereof:

     (a) the Trust Company is a state-chartered trust company duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts, has the corporate power and authority, as Owner Trustee and/or in
its individual capacity to the extent expressly provided herein or in the Trust
Agreement, to enter into and, assuming due authorization, execution and delivery
of the Trust Agreement by the Owner Participant, perform its obligations under
the Loan Refinancing Documents and the other Operative Documents to which it is
a party;

     (b) (i) the Loan Refinancing Documents and the other Operative Documents to
which the Trust Company, in its individual capacity or as Owner Trustee, is a
party (other than the Loan Certificates dated as of the date hereof) have been
duly authorized, executed and delivered by the Trust Company, in its individual
capacity or as Owner Trustee, as the case may be, and

                                                                               2

<PAGE>

(ii) assuming the due authorization, execution and delivery of the Loan
Refinancing Documents and the other Operative Documents by each party thereto
other than the Trust Company or the Owner Trustee, as the case may be, and
assuming the due, authorization, execution and delivery of the Trust Agreement
by the Owner Participant, the Loan Refinancing Documents and the other Operative
Documents (other than the Loan Certificates dated as of the date hereof) to
which the Trust Company or the Owner Trustee, as the case may be, is a party
constitute a legal, valid and binding obligation of the Trust Company or the
Owner Trustee, as the case may be, enforceable against it in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, arrangement, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity;

     (c) upon the execution and delivery of the Loan Certificates dated as of
the date hereof by the Owner Trustee in accordance with the Loan Agreement and
payment therefor, and assuming the due authorization, execution and delivery of
the Trust Agreement by the Owner Participant, such Loan Certificates will
constitute the legal, valid and binding obligations of the Owner Trustee,
enforceable against the Owner Trustee in accordance with their terms, except as
the same may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, arrangement, moratorium or other laws relating to or affecting
the rights of creditors generally and by general principles of equity;

     (d) the execution and delivery by the Trust Company, in its individual
capacity or as Owner Trustee, as the case may be, of the Loan Refinancing
Documents and the other Operative Documents to which it is a party, the
consummation by the Trust Company, in its individual capacity or as Owner
Trustee, as the case may be, of the transactions contemplated thereby, and the
compliance by the Trust Company, in its individual capacity or as Owner Trustee,
as the case may be, with the terms and provisions thereof, do not and will not
contravene any Applicable Law of the United States of America or the
Commonwealth of Massachusetts governing the Trust Company or the banking or
trust powers of the Trust Company, or the Trust Agreement, or its organizational
documents or by-laws, or contravene the provisions of, or constitute a default
by the Trust Company under, or result in the creation of any Lessor's Lien upon
the Trust Estate under, any indenture, mortgage or other material contract,
agreement or instrument to which the Trust Company is a party or by which the
Trust Company or its property is bound;

     (e) no authorization or approval or other action by, and no notice to or
filing with, any Governmental Entity governing the Trust Company's banking or
trust powers is required for the due execution, delivery or performance by the
Trust Company, in its individual capacity or as Owner Trustee, of the Loan
Refinancing Documents or the other Operative Documents to which it is a party,
other than any such authorization or approval or other action or notice or
filing as has been duly obtained, taken or given;

     (f) there is no pending or, to the knowledge of the Trust Company,
threatened action, suit, investigation or proceeding against the Trust Company
either in its individual capacity or as Owner Trustee, before any Governmental
Entity which, if determined adversely to it, would materially adversely affect
the ability of the Trust Company, in its individual capacity or as Owner
Trustee, as the case may be, to perform its obligations under the Loan
Refinancing Documents or the other Operative Documents to which it is a party;
and

                                                                               3

<PAGE>

     (g) the Owner Trustee's right, title and interest in and to the Trust
Estate is free of any Lessor's Liens attributable to the Trust Company in its
individual capacity.

Notwithstanding anything to the contrary contained herein, the representations
and warranties (or portion thereof as indicated) contained in clauses (b)(ii)
and (c) of this Section 3.1 (to the extent they relate to the Owner Trustee) are
made by the Owner Trustee in its trust capacity.

     Section 3.2 Representations and Warranties of the Owner Participant. The
Owner Participant represents and warrants that, as of the date hereof:

     (a) the Owner Participant is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America and has the corporate power and authority to enter into and perform its
obligations under the Loan Refinancing Documents and the other Operative
Documents to which it is a party;

     (b) the Loan Refinancing Documents and the other Operative Documents to
which it is a party have been duly authorized, executed and delivered by the
Owner Participant and assuming the due authorization, execution and delivery by
each other party thereto, constitute the legal, valid and binding obligations of
the Owner Participant, enforceable against the Owner Participant in accordance
with their respective terms, except as the same may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or
other laws relating to or affecting the rights of creditors generally and by
general principles of equity;

     (c) the execution and delivery by the Owner Participant of the Loan
Refinancing Documents and the other Operative Documents to which it is a party,
the consummation by the Owner Participant of the transactions contemplated
thereby, and compliance by the Owner Participant with the terms and provisions
thereof, do not and will not contravene any federal or state Applicable Law
binding on the Owner Participant, or its articles of incorporation or by-laws,
or contravene the provisions of, or constitute a default under, or result in the
creation of any Lien (other than any Lien created under any Loan Refinancing
Document or any other Operative Document) upon the Trust Estate under any
indenture, mortgage or other material contract, agreement or instrument to which
the Owner Participant is a party or by which the Owner Participant or its
property is bound (it being understood that no representation or warranty is
being made as to any Applicable Laws relating to Clover Unit 1 or the Clover
Real Estate);

     (d) no authorization or approval or other action by, and no notice to or
filing with, any federal or state Governmental Entity is required for the due
execution, delivery or performance by the Owner Participant of the Loan
Refinancing Documents or the other Operative Documents to which it is a party,
other than any authorization or approval or other action or notice or filing as
has been duly obtained, taken or given (it being understood that no
representation or warranty is being made as to any Applicable Laws relating to
Clover Unit 1 or the Clover Real Estate);

     (e) there is no pending or, to the knowledge of the Owner Participant,
threatened action, suit, investigation or proceedings against the Owner
Participant before any Governmental Entity which, if determined adversely to it,
would materially adversely affect the Owner

                                                                               4

<PAGE>

Participant's ability to perform its obligations under the Loan Refinancing
Documents or the other Operative Documents to which it is a party; and

     (f) the Trust Estate is free of any Owner Participant's Liens.

     Section 3.3 Representations and Warranties of Old Dominion. Old Dominion
represents and warrants that, as of the date hereof:

     (a) Old Dominion is a utility aggregation cooperative duly organized,
validly existing, and in good standing under the laws of the Commonwealth of
Virginia, is duly licensed or qualified and in good standing in each
jurisdiction in which the failure so to qualify would have a material adverse
effect on its financial condition, business or operations or its ability to
enter into and perform its obligations under the Loan Refinancing Documents and
the other Operative Documents to which it is a party, and has the corporate
power and authority to carry on its business as now conducted and to enter into
and perform its obligations thereunder;

     (b) the Loan Refinancing Documents and the other Operative Documents to
which it is a party have been duly authorized, executed and delivered by Old
Dominion and, assuming the due authorization, execution and delivery by each
other party hereto and thereto, constitutes the legal, valid and binding
obligations of Old Dominion, enforceable against Old Dominion in accordance with
their respective terms, except as the same may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or
other laws relating to or affecting the rights of creditors generally and by
general principles of equity;

     (c) the execution, delivery and performance by Old Dominion of the Loan
Refinancing Documents and the other Operative Documents to which it is a party,
the consummation by Old Dominion of the transactions contemplated thereby and
thereby, and compliance by Old Dominion with the terms and provisions thereof,
do not and will not contravene any Applicable Law binding on Old Dominion or its
property, or its certificate of incorporation or by-laws, or contravene the
provisions of, or constitute a default by Old Dominion under, or result in the
creation of any Lien (except for Permitted Liens) upon the property of Old
Dominion or any indenture, mortgage or other material contract, agreement or
instrument to which Old Dominion is a party (including, without limitation, the
Clover Agreements, the Old Dominion Indenture, the Pollution Control Assets
Lease and the Conveyance and Security Agreement, dated as of December 15, 1994,
between the Pollution Control Assets Lessor and Old Dominion) or by which Old
Dominion or any of its property is bound;

     (d) no authorization or approval or other action by, and no notice to or
filing with, any Governmental Entity is required (A) for the due execution,
delivery or performance by Old Dominion of the Loan Refinancing Documents or the
other Operative Documents to which it is a party or (B) to be obtained by Old
Dominion, the Owner Trustee, or the Owner Participant with respect to the
participation by Owner Trustee or the Owner Participant in the transactions
contemplated by the Loan Refinancing Documents or the other Operative Documents,
other than those which have already been duly obtained and other than (i) as may
be required in connection with any refinancing of the Loan Certificates or the
issuance of Additional Loan Certificates, (ii) as may be required under
Applicable Law providing for the supervision or regulation of the

                                                                               5

<PAGE>

Owner Participant or the Owner Trustee, (iii) as may be required with respect to
the Owner Participant or the Owner Trustee as a result of investing, lending or
other commercial activity in which the Owner Trustee or the Owner Participant is
or may be engaged other than the transactions contemplated by the Loan
Refinancing Documents or the other Operative Documents, (iv) as may be required
under existing Applicable Laws to be obtained, given, accomplished or renewed
from time to time in connection with the maintenance or operation of Clover Unit
1 and which are routine in nature or which cannot be obtained, or are not
normally applied for, prior to the time they are required, and which Old
Dominion has no reason to believe will not be timely obtained, or (v) as may be
required under any Applicable Law enacted or adopted after the date hereof;

     (e) no approval or consent of Virginia Power (except as have been
obtained), the Pollution Control Assets Lessor, the Indenture Trustee or any
holders of Old Dominion's Bonds is required in connection with the transactions
contemplated by the Loan Refinancing Documents or the other Operative Documents;

     (f) there is no pending or, to the knowledge of Old Dominion, threatened
action, suit, investigation or proceeding against Old Dominion before any
Governmental Entity which, if determined adversely to it, would materially
adversely affect Old Dominion's financial condition, business or operations or
its ability to perform its obligations under the Loan Refinancing Documents or
the other Operative Documents to which it is a party;

     (g) no Event of Default, Event of Loss or event that with the passage of
time or giving of notice or both would constitute an Event of Default or Event
of Loss has occurred and is continuing;

     (h) the insurance (including all related endorsements) required by Section
11 of the Equipment Operating Lease and the Foundation Operating Lease is in
full force and effect and all premiums thereon are current;

     (i) no event of default or event of loss has occurred and is continuing
under the Pollution Control Assets Lease;

     (j) no event of default has occurred and is continuing under the Old
Dominion Indenture;

     (k) Old Dominion is not an "investment company" or an "affiliated person"
of an "investment company" within the meaning of the Investment Company Act of
1940;

     (l) Old Dominion is not in default in any respect, and no condition exists
that with notice or lapse of time or both would constitute a default in any
respect, under the Clover Agreements or any mortgage, indenture or other
material contract, agreement or instrument to which Old Dominion is a party or
by which Old Dominion or its property is bound, in any such case where any such
default, individually or in the aggregate, could reasonably be expected to have
a material adverse effect on (i) its financial condition, business or operations
or (ii) its ability to enter into and perform its obligations under the Loan
Refinancing Documents or the other Operative Documents to which it is a party;

                                                                               6

<PAGE>

     (m) Old Dominion has (i) good and valid title, as a tenant-in-common with
Virginia Power to the Retained Assets free and clear of all Liens other than
Permitted Liens, (ii) a valid leasehold interest, to the extent of a 50%
undivided interest, in the Pollution Control Assets free and clear of all Liens
other than Permitted Liens, and (iii) good and marketable title as a
tenant-in-common with Virginia Power in the Clover Real Estate;

     (n) the Equipment Head Lease and the Foundation Head Lease create valid
leasehold interests in favor of the Owner Trustee in the Equipment Interest and
the Foundation Interest, respectively, under the laws of the Commonwealth of
Virginia;

     (o) assuming that the Owner Trustee maintains possession and control over
the Deposit in accordance with the provisions of the Deposit Agreement, the
Deposit Pledge Agreement creates a valid and enforceable pledge of the Deposit
as contemplated thereby;

     (p) assuming that the Owner Trustee maintains possession and control over
the Collateral (as defined in the Pledge Agreement) in accordance with the
applicable provisions of the Uniform Commercial Code, the Pledge Agreement
creates a valid and perfected security interest in such Collateral as
contemplated thereby, subject to the provisions of Section 9-315 of the Uniform
Commercial Code;

     (q) assuming that the Loan Agreement has been duly authorized, executed and
delivered by each party thereto, the Loan Agreement creates a valid (subject to
the rights of quiet enjoyment of Old Dominion under Section 9 of the
Participation Agreement and Section 4.2 of the Equipment Operating Lease)
security interest in favor of the Agent in the Equipment Interest. No filing,
recording, registration or notice with any federal or state Governmental Entity
is necessary to establish or, except for such filings and recordings as have
been made prior to the date hereof and for the performance of the terms of the
Loan Agreement, to perfect the Agent's security interest in the Equipment
Interest;

     (r) assuming that the Leasehold Mortgage has been duly authorized, executed
and delivered by each of the parties thereto, the Leasehold Mortgage creates a
valid (subject to the rights of quiet enjoyment of Old Dominion under Section 9
of the Participation Agreement and Section 4.2 of the Foundation Operating
Lease) lien in favor of the Agent for the benefit of the Lenders in the
Foundation Interest. No filing, recording, registration or notice with any
federal or state Governmental Entity is necessary to establish or, except for
such filings and recordings as have been made pursuant to Section 4.20 of the
Participation Agreement and for the performance of the terms of the Leasehold
Mortgage, to perfect the Agent's security interest in the Foundation Interest;

     (s) Old Dominion's audited financial statements for the fiscal year ended
December 31, 2001, including the footnotes thereto, present fairly the
consolidated financial position, results of operations and cash flow for Old
Dominion as of and for the periods stated and have been prepared in conformity
with GAAP on a consistent basis; and since December 31, 2001 no material adverse
change has occurred in the financial condition, business or operations of Old
Dominion and no event has occurred since December 31, 2001 which would
materially adversely affect the ability of Old Dominion to perform its
obligations under the Loan Refinancing Documents or the other Operative Document
to which it is a party;

                                                                               7

<PAGE>

     (t) Old Dominion owns or possesses or has obtained all material
governmental franchises, licenses and permits necessary to lease or own, as the
case may be, and to operate, its properties and to carry on its business as
presently conducted where its ownership or lease of substantial properties or
the conduct of its business requires such franchises, licenses or permits and
where the failure to do so would materially adversely affect its financial
condition, business or operations;

     (u) Old Dominion has filed all federal, state and local tax returns which
are required to be filed by it and has paid (prior to their delinquency dates)
any taxes which have become due pursuant to such returns or pursuant to any
assessment received by it (other than taxes and assessments the payment of which
is being contested in good faith by Old Dominion, with adequate reserves, in the
aggregate, for the payment of which having been set aside on the books of Old
Dominion), and Old Dominion has no Actual Knowledge of any actual or proposed
deficiency or additional assessment in connection therewith which, either in any
case or in the aggregate, would materially adversely affect Old Dominion's
financial condition, business or operations; and any charges, accruals and
reserves on the books of Old Dominion with respect to federal, state and local
taxes for all open years, and for the current fiscal year, make adequate
provision for any unpaid tax liabilities for such periods;

     (v) the qualification of any of the Agent, the Lenders, the Owner Trustee,
the Trust Company or the Owner Participant for admission to do business under
the laws of the Commonwealth of Virginia or any political subdivision thereof is
not required in connection with the execution and delivery of the Loan
Refinancing Documents or the other Operative Documents, the making of the Loans
or the performance by the Agent, any Lender, the Owner Trustee or the Owner
Participant of the Loan Refinancing Documents or the other Operative Documents
to which it is a party;

     (w) Old Dominion has validly submitted to the jurisdiction of the Supreme
Court of the State of New York, New York County and the United States District
Court for the Southern District of New York;

     (x) the choice by Old Dominion of the laws of the State of New York to
govern the Loan Refinancing Documents and the other Operative Documents to which
Old Dominion is a party and which are expressed to be governed by the laws of
the State of New York is valid and binding under the Applicable Laws of the
Commonwealth of Virginia, and a court in the Commonwealth of Virginia would
uphold such choice of law in a legal proceeding to enforce the Loan Refinancing
Documents and the other Operative Documents to which Old Dominion is a party
brought in such court, subject to the enforceability of security documents being
subject to the laws applicable to or affecting the collateral provided in
respect thereof;

     (y) the use by Old Dominion of the proceeds of the Loan Certificates will
not violate or result in a violation of Section 7 of the Exchange Act, or any
regulations issued pursuant thereto, including, without limitation, Regulations
G, T, U and X of the regulations of the Federal Reserve System;

     (z) performance by any of the Agent, any Lender, the Owner Trustee, or the
Owner Participant of any action required under the Loan Refinancing Documents or
the other Operative

                                                                               8

<PAGE>

Documents will not violate any Applicable Law of the Commonwealth of Virginia or
any political subdivision thereof;

     (aa) Old Dominion is an "electric utility company," but is not a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of a
"holding company" within the meaning of the Holding Company Act; and

     (bb) the terms of the Series 2002 Loan Certificates are in compliance with
Section 2.11 of the Loan Agreement and Section 10.2 of the Participation
Agreement.

     Section 3.4 Representations, Warranties and Agreements of each Lender.

     (a) Each Lender represents and warrants that, as of the date hereof:

          (i) no part of the funds to be used by such Lender to make its Loan
     and acquire its Loan Certificate pursuant to the Loan Agreement constitutes
     or is deemed to constitute assets (within the meaning of ERISA and any
     applicable rules or regulations thereunder) of any Plan; and

          (ii) such Lender is making the Loans and acquiring the Loan
     Certificates for investment and not with a view towards any resale or
     distribution thereof, and neither it nor anyone authorized by it to act on
     its behalf has directly or indirectly offered any Loan Certificate or any
     interest in the Trust Estate, the Collateral, or any similar security for
     sale to, or solicited any offer to acquire any of the same from, anyone, it
     being understood that such Lender makes no representations as to actions
     taken by the Owner Participant, the Owner Trustee or Old Dominion or anyone
     acting on behalf of such Persons.

     (b) Each Lender represents, warrants and agrees that it will not transfer
the Loan Certificates it holds except in a transaction constituting an exempt
transaction under the Securities Act.

     Section 3.5 Representations and Warranties of the Agent. The Agent
represents and warrants that, as of the date hereof:

     (a) the Agent is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has the corporate power and
authority to enter into and perform its obligations, as Agent, under the Loan
Refinancing Documents and the other Operative Documents to which it is a party;

     (b) the Loan Refinancing Documents and the other Operative Documents to
which it is a party has been duly authorized, executed and delivered by the
Agent and assuming the due authorization, execution and delivery by each other
party thereto, constitute the legal, valid and binding obligations of the Agent
enforceable against the Agent in accordance with their respective terms, except
as the same may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, arrangement, moratorium or other laws relating to or affecting
the rights of creditors generally and by general principles of equity; and

                                                                               9

<PAGE>

     (c) the execution, delivery and performance by the Agent of the Loan
Refinancing Documents and the other Operative Documents to which it is a party,
the consummation by the Agent of the transactions contemplated hereby or
thereby, and compliance by the Agent with the provisions hereof and thereof do
not contravene any Applicable Laws binding on the Agent or its organizational
documents or by-laws, or contravene the provisions of, or constitute a default
by the Agent under any indenture, mortgage or other material contract, agreement
or instrument to which the Agent is a party or by which the Agent or its
property is bound.

SECTION 4. AMENDMENTS

     Section 4.1 Amendment to Section 10.1 of the Participation Agreement. The
words "(including the Certificate of Deposit)" in Section 10.1 of the
Participation Agreement are deleted and the words ", the First Control
Agreement, the Second Control Agreement" are substituted in lieu thereof.

     Section 4.2 Amendment to Section 10.2(a) of the Participation Agreement.
Section 10.2(a) of the Participation Agreement is deleted in its entirety and
the following is inserted in lieu thereof:

          (a) The Holders of the Series B Loan Certificates shall have the right
     to cause the Series B Loan Certificates to be prepaid on any Permitted
     Prepayment Date, provided that the Agent, the Owner Trustee, the Owner
     Participant and Old Dominion shall have received a written notice of such
     prepayment from all Holders of the Series B Loan Certificates at least 365
     days prior to the Permitted Prepayment Date specified in such notice. The
     Holders of the Series B Loan Certificates shall have the right to revoke
     any such notice delivered pursuant to this Section 10.2(a) by written
     notice to the Agent, the Owner Trustee, the Owner Participant and Old
     Dominion on or prior to the date which is 365 days prior to the Permitted
     Prepayment Date on which the Series B Loan Certificate is to be repaid.

     Section 4.3 Amendment to Section 10.3 of the Participation Agreement.

     (a) The heading of Section 10.3 of the Participation Agreement is deleted
and the words "Optional Refinancing; Required Refinancing" are substituted in
lieu thereof.

     (b) Section 10.3(a) of the Participation Agreement is amended to delete the
words "at the request of Old Dominion" in the first paragraph thereof and the
words "at the request of Old Dominion with the consent of the Holders of the
Series B Loan Certificates" are substituted in lieu thereof.

     (c) The Participation Agreement is amended to include the following as
Section 10.3(b):

          (b) The Owner Trustee shall issue Additional Loan Certificates (i) on
     or before the Permitted Prepayment Date then in effect if the Series B Loan
     Certificates are required to be prepaid or amended pursuant to Section
     2.12(b) of the Loan Agreement on such Permitted Prepayment Date, or (ii) on
     the date of

                                                                              10

<PAGE>

     any withdrawal of the Deposit from the Deposit Account as a result of the
     occurrence of a Depositary Credit Event. The obligations of the Owner
     Trustee to issue such Additional Loan Certificates pursuant to this Section
     10.3(b) and the taking of any action pursuant to Section 2.12(b) of the
     Loan Agreement shall be subject to satisfaction of all conditions of
     Section 10.2(b) hereof and Section 2.11 of the Loan Agreement to the
     issuance of Additional Loan Certificates.

     Section 4.4 Amendment to Section 12.12(c) of the Participation Agreement.
The second reference to "Participation Agreement" in Section 12.12(c) of the
Participation Agreement is deleted and the words "Trust Agreement" are
substituted in lieu thereof.

     Section 4.5 Amendment to Appendix A to the Participation Agreement.

     (a) The definition of "Certificate of Deposit" in Appendix A to the
Participation Agreement is deleted in its entirety.

     (b) The definition of "Debt Rate" in Appendix A to the Participation
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:

          "Debt Rate" shall mean 4.55 percent (4.55%) per annum.

     (c) The following definition of "Deposit Account" is included in Appendix A
to the Participation Agreement in appropriate alphabetical order:

          "Deposit Account" shall mean the "Account" as defined in the First
          Control Agreement.

     (d) The definition of "Deposit Agreement" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Deposit Agreement" shall mean the Deposit Agreement, dated as of
          December 19, 2002, between Old Dominion and the Depositary.

     (e) The definition of "Deposit Pledge Agreement" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Deposit Pledge Agreement" shall mean the Deposit Pledge Agreement,
          dated as of December 19, 2002, between Old Dominion, as pledgor, and
          the Owner Trustee, as pledgee.

     (f) The following definition of "Depositary Credit Event" is included in
Appendix A to the Participation Agreement in appropriate alphabetical order:

          "Depositary Credit Event" shall have the meaning assigned to such term
          in Section 3.2 of the Deposit Agreement.

                                                                              11

<PAGE>

     (g) The following definition of "First Control Agreement" is included in
Appendix A to the Participation Agreement in appropriate alphabetical order:

          "First Control Agreement" shall mean the First Blocked Account Control
          Agreement, dated as of December 19, 2002, between Old Dominion, the
          Owner Trustee and the Depositary.

     (h) The amount "$18,049,884" in the definition of "Foundation Purchase
Option Price" in Appendix A to the Participation Agreement is deleted and
"$18,038,741.27" is substituted in lieu thereof.

     (i) The definition of "Issuer" in Appendix A to the Participation Agreement
is deleted in its entirety and the following is substituted in lieu thereof in
appropriate alphabetical order:

          "Depositary" shall mean JPMorgan Chase Bank, in its capacity as the
          depositary under the Deposit Agreement, together with its successors
          and permitted assigns.

     (j) The definition of "Loan Agreement" in Appendix A to the Participation
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:

          "Loan Agreement" shall mean the Amended and Restated Loan and Security
          Agreement, dated as of December 19, 2002, among the Owner Trustee,
          Utrecht-America, as Series A Lender and Agent, and Cedar Hill
          International Corp., as Series B Lender.

     (k) The definition of "Mandatory Prepayment Date" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Mandatory Prepayment Date" shall mean a Permitted Prepayment Date
          with respect to which the notice of required by Section 10.2(a) of the
          Participation Agreement has become irrevocable.

     (l) The words "Certificate of Deposit" in the definition of "Operative
Documents" in Appendix A to the Participation Agreement is deleted and the words
"First Control Agreement, Second Control Agreement" are substituted in lieu
thereof.

     (m) The definition of "Owner Participant" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Owner Participant" shall mean Wachovia Bank, National Association, a
          national banking association.

     (n) The following definition of "Permitted Prepayment Date" is included in
Appendix A to the Participation Agreement in appropriate alphabetical order:

          "Permitted Prepayment Date" shall mean January 5, 2008 and each

                                                                              12

<PAGE>

          January 5th thereafter designated by the Holders of the Series B Loan
          Certificates pursuant to Section 2.12(b) of the Loan Agreement as a
          "Permitted Prepayment Date".

     (o) The amount "$412,685,984" in the definition of "Purchase Option Price"
in Appendix A to the Participation Agreement is deleted in its entirety and
"$412,431,220.88" is substituted in lieu thereof.

     (p) The definition of "Required Lenders" in Appendix A to the Participation
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:

          "Required Lenders" shall mean all of the Lenders.

     (q) The following definition of "Second Control Agreement" is included in
Appendix A to the Participation Agreement in appropriate alphabetical order:

          "Second Control Agreement" shall mean the Second Blocked Account
          Control Agreement, dated as of December 19, 2002, between Old
          Dominion, the Owner Trustee, the Agent and the Depositary.

     (r) The definition of "Series A Loan Certificates" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Series A Loan Certificates" shall mean Series A Loan Certificates, in
          substantially the form of Exhibit A to the Loan Agreement, issued by
          the Owner Trustee to the Series A Lender pursuant to the Loan
          Agreement.

     (s) The definition of "Series B Loan Certificates" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Series B Loan Certificates" shall mean Series B Loan Certificates, in
          substantially the form of Exhibit B to the Loan Agreement, issued by
          the Owner Trustee to the Series B Lender pursuant to the Loan
          Agreement.

     (t) The definition of "Series 1996 Loan Certificates" in Appendix A to the
Participation Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

          "Series 1996 Loan Certificates" shall mean the 1996 Series A Loan
          Certificate and the 1996 Series B Loan Certificate, each as defined in
          the Loan Agreement.

     (u) The following definition of "Series 2002 Loan Certificates" is included
in Appendix A to the Participation Agreement in appropriate alphabetical order:

          "Series 2002 Loan Certificates" shall mean the Series A Loan
          Certificate and Series B Loan Certificate each dated December 19,
          2002, issued by the Owner Trust to the Series A Lender and the Series
          B Lender, respectively.

                                                                              13

<PAGE>

     Section 4.6 References to Lender. Any reference in the Participation
Agreement to the Lender in singular form shall mean both the Series A Lender and
the Series B Lender.

SECTION 5. MISCELLANEOUS

     Section 5.1 Amendments and Waivers. No term, covenant, agreement or
condition of this Amendment may be terminated, amended or compliance therewith
waived (either generally or in a particular instance, retroactively or
prospectively) except by an instrument or instruments in writing executed by
each party hereto.

     Section 5.2 Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all communications and notices provided for herein shall
comply with Section 12.4 of the Participation Agreement and be addressed to Old
Dominion, the Owner Trustee, the Owner Participant, the Series A Lender or the
Agent at its address set forth in the Participation Agreement or, in the case of
the Series B Lender, set forth below, or at such other address as such party may
from time to time designate by written notice to the other parties hereto:

If to the Series B Lender:

     Cedar Hill International Corp.
     c/o JPMorgan Chase Bank
     270 Park Avenue, 48th Floor
     New York, New York 10017

     Facsimile No.: (212) 270-9665
     Telephone No.: (212) 270-9800
     Attention: Michael Mak

If to the Owner Participant:

     Wachovia Securities
     One Wachovia Center
     Mail Code NC0738
     Charlotte, North Carolina 28288-0738

     Facsimile No.: (704) 383-3713
     Telephone No.: (704) 383-1572
     Attention: Carrie L. Messer

     Courier Address:
     Wachovia Securities
     301 South College Street, 18th Floor
     Charlotte, North Carolina 28202

     Section 5.3 Successors and Assigns. This Amendment shall be binding upon
and shall inure to the benefit of, and shall be enforceable by, the parties
hereto and their respective successors and assigns as permitted by and in
accordance with the terms hereof. Except as

                                                                              14

<PAGE>

expressly provided herein or in the Operative Documents, no party hereto may
assign its interests herein without the consent of the other parties hereto.

     Section 5.4 Governing Law. This Amendment shall be in all respects governed
by and construed in accordance with the laws of the State of New York including
all matters of construction, validity and performance.

     Section 5.5 Severability. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision of this Amendment shall be prohibited by or
invalid under Applicable Law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.

     Section 5.6 Counterparts. This Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one Agreement.

     Section 5.7 Headings. The headings of the sections of this Amendment are
inserted for purposes of convenience only and shall not be construed to affect
the meaning or construction of any of the provisions hereof.

     Section 5.8 Limitations of Liability. It is understood and agreed that (i)
(except as expressly provided herein) this Amendment is executed and delivered
by the Trust Company, not in its individual capacity but solely as trustee under
the Trust Agreement in the exercise of the power and authority conferred and
vested in it as such trustee, (ii) each of the undertakings and agreements made
herein by the Owner Trustee are not personal representations, undertakings and
agreements of the Trust Company, but are binding only on the Owner Trustee, as
trustee.

     Section 5.9 Further Assurances. Each party hereto will promptly and duly
execute and deliver such further documents to make such further assurances for
and take such further action reasonably requested by any party to whom such
first party is obligated, all as may be reasonably necessary to carry out more
effectively the intent and purpose of this Amendment and the Loan Refinancing
Documents.

                        [Signatures Follow on Next Page]

                                                                              15

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the day and year first above written.

                                            OLD DOMINION ELECTRIC COOPERATIVE


                                            By: /s/ Daniel M. Walker
                                                --------------------------------
                                            Name:  Daniel M. Walker
                                            Title: Senior Vice President
                                                   Accounting and Finance


                                            STATE STREET BANK AND TRUST COMPANY,
                                            not in its individual capacity
                                            except as expressly provided herein,
                                            but solely as Owner Trustee under
                                            the Trust Agreement


                                            By: /s/ Patrick E. Thebado
                                                --------------------------------
                                            Name:  Patrick E. Thebado
                                            Title: Vice President


                                            WACHOVIA BANK, NATIONAL ASSOCIATION
                                            as Owner Participant


                                            By: /s/ Matthew B. Hamilton
                                                --------------------------------
                                            Name:  Matthew B. Hamilton
                                            Title: Director


                                            UTRECHT-AMERICA FINANCE CO.,
                                            as Series A Lender and as Agent


                                            By: /s/ Joseph A. Insings
                                                --------------------------------
                                            Name:  Joseph A. Insings
                                            Title: Vice President


                                            CEDAR HILL INTERNATIONAL CORP.,
                                            as Series B Lender


                                            By: /s/ Steven C. Joszef
                                                --------------------------------
                                            Name:  Steven C. Joszef
                                            Title: Managing Director

                                                                              16

</TEXT>
</DOCUMENT>
