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                                                               EXHIBIT 10.173



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                                PLEDGE AGREEMENT

                           Dated as of March 20, 1998



                                     between



                          COGENTRIX COTTAGE GROVE, LLC



                                       and



                            THE CHASE MANHATTAN BANK

                               as Collateral Agent


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         PLEDGE AGREEMENT (this "Agreement") dated as of March 20, 1998 between
COGENTRIX COTTAGE GROVE, LLC, a limited liability company duly formed and
validly existing under the laws of the State of Delaware (the "Pledgor") and THE
CHASE MANHATTAN BANK, as agent for the Secured Parties under the Intercreditor
Agreement referred to below (in such capacity, together with its successors in
such capacity, the "Collateral Agent").

                              W I T N E S S E T H:

          WHEREAS, LSP-Cottage Grove, L.P., a limited partnership duly organized
and validly existing under the laws of the State of Delaware (the "Partnership")
owns and operates a dispatchable, intermediate load, combined-cycle natural
gas-fired cogeneration facility designed to generate approximately 245 megawatts
of electrical capacity and a maximum of 190,000 pounds per hour of steam and
related property and facilities (collectively the "Project");

          WHEREAS, the Partnership has financed the acquisition, construction
and equipping of the Project through, among other things, a private placement by
LS Power Funding Corporation (the "Funding Corporation") of bonds, the proceeds
of which have been used to purchase the Initial Bonds of the Partnership;

          WHEREAS, the Partnership has duly authorized the creation and issuance
of bonds (the "Bonds") pursuant to the Trust Indenture dated as of May 1, 1995
(as amended, supplemented or modified and in effect from time to time, the
"Trust Indenture") between the Partnership and IBJ Schroder Bank & Trust
Company, as Trustee (in such capacity together with its successors in such
capacity, the "Trustee");

         WHEREAS, in order to satisfy certain requirements of the Partnership
under the Project Agreements, the Partnership may incur indebtedness as
permitted under the Trust Indenture and the other Financing Documents in
connection with the issuance of letters of credit by the Credit Banks pursuant
to the Credit Bank Reimbursement Agreement;

         WHEREAS, in order to pay Operating Expenses, the Partnership may incur
indebtedness as permitted under the Trust Indenture and the other Financing
Documents in the form of revolving working capital loans made by the Credit
Banks under the Credit Bank Working Capital Agreement;

         WHEREAS, the Partnership may, in accordance with the Trust Indenture
and the other Financing Documents, incur

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additional indebtedness, including, without limitation, bonds, debentures,
promissory notes or other evidences of such indebtedness, as permitted under the
Trust Indenture and the other Financing Documents to finance certain
modifications and enhancements to the Project in the future;

                  WHEREAS, the Partnership, The Chase Manhattan Bank (National
Association), as Depositary Agent (in such capacity, together with its
successors in such capacity, the "Depositary Agent") and the Collateral Agent
have entered into the Deposit and Disbursement Agreement dated as of May 1, 1995
(as amended, supplemented or modified and in effect from time to time, the
"Depositary Agreement" ) in order to, among other things, appoint the Depositary
Agent to hold and administer the proceeds of the issuance of the Bonds, the
proceeds of the revolving working capital loans made by the Credit Banks under
the Credit Bank Working Capital Agreement, the proceeds of capital contributions
to the Partnership and the proceeds of insurance and revenues generated by the
Project;

                  WHEREAS, all obligations of the Partnership under the Credit
Bank Reimbursement Agreement, the Credit Bank Working Capital Agreement, the
Trust Indenture, the Interest Rate Protection Agreements and the Additional
Permitted Debt Documents have been secured as set forth in the Security
Documents;

                  WHEREAS, the Partnership, the Depositary Agent, the Collateral
Agent and certain other parties referred to therein have entered into the
Collateral Agency and Intercreditor Agreement dated as of May 1, 1995 (as
amended, supplemented or modified and in effect from time to time, the
"Intercreditor Agreement") in order to set forth their mutual understanding with
respect to (a) the exercise of certain rights, remedies and options by the
respective parties thereto under the above described documents, (b) the priority
of their respective security interests created by the Security Documents and (c)
the appointment of, and the rights and obligations of, the Collateral Agent;

                  WHEREAS, Granite Power Partners, L.P. ("Granite") has
previously executed and delivered a Pledge Agreement, dated as of May 1, 1995,
between Granite and the Collateral Agent, by the terms of which Granite has
pledged the shares of capital stock of the Issuer owned by Granite at that time;

                  WHEREAS, pursuant to a certain Securities Purchase 


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Agreement, dated as of March 6, 1998, between LS Power Corporation, Granite,
Cogentrix Mid-America, Inc., Cogentrix Whitewater, LLC, Cogentrix Energy, Inc.
and the Pledgor, the Pledgor has acquired all of the capital stock of the Issuer
from Granite;

                  WHEREAS, as of the date hereof, the Pledgor owns 100% of the
issued and outstanding capital stock of the Issuer;

                  WHEREAS, the terms of the Trust Indenture require, in order to
better secure the benefits of the other collateral subject of the Security
Documents, that the Pledgor pledge the shares of issued and outstanding capital
stock of the Issuer owned by the Pledgor from time to time; and

                  WHEREAS, the Pledgor is not guaranteeing or otherwise
furnishing support for the Secured Obligations;

                  NOW, THEREFORE, in consideration of the premises and covenants
contained herein and for other good and valuable consideration, the receipt and
the adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

                  Section 1. Definitions. Capitalized terms that are defined
herein shall have the meanings herein specified and such definitions shall be
equally applicable to the singular and plural forms of the terms defined.
Capitalized terms not otherwise defined herein shall have the meanings set forth
in, and the interpretations applicable thereto under, the Intercreditor
Agreement, the Trust Indenture as in existence on the date hereof and the
Depositary Agreement. All terms used herein which are not defined herein or in
the Trust Indenture, the Intercreditor Agreement or the Depository Agreement and
are defined in the Uniform Commercial Code shall have the meanings therein
stated. Unless otherwise stated, any agreement, contract or document defined or
referred to herein shall mean such agreement, contract or document and all
schedules, exhibits and attachments thereto as in effect as of the date hereof,
as the same may thereafter be amended, supplemented or modified and in effect
from time to time and shall include any agreement, contract or document in
substitution or replacement of any of the foregoing. Any reference to any Person
shall include its permitted successors and assigns, and in the case of any
Governmental Authority, any Persons succeeding to its functions and capacities.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision.

                  "Collateral" shall have the meaning assigned to such term in
Section 3 hereof.

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                  "Good Faith Contest" shall mean the contest of an item if (i)
         the item is diligently contested in good faith by appropriate
         proceedings timely instituted, (ii) adequate reserves are established
         in accordance with GAAP with respect to the contested item and held in
         cash or Permitted Investments, if the contested item individually or
         when taken together with all other contested items for which reserves
         are not at the time being held in cash or Permitted Investments would
         reasonably be expected to result in liability of the Pledgor in excess
         of $1,000,000, (iii) during the period of such contest, the enforcement
         of any contested item is effectively stayed, unless such enforcement
         would not reasonably be expected to result in a Material Adverse
         Change, (iv) any Lien filed in connection therewith shall have been
         removed from the record by bonding arrangements by a reputable surety
         company, or cash deposits are otherwise provided to assure the
         discharge of the Pledgor's obligation in connection therewith and of
         any additional charge, penalty or expense arising from or incurred as a
         result of such contest, (v) such payment in respect of any Tax, Lien or
         claim shall have been made as is necessary to prevent the recordation
         of a tax deed or other similar instrument conveying the property of the
         Pledgor or any portion thereof, (vi) the failure to pay or comply with
         the contested item during the period of such Good Faith Contest would
         not reasonably be expected to result in a Material Adverse Change and
         (vii) the Pledgor has no knowledge of any actual or proposed deficiency
         or additional assessment in connection therewith not otherwise
         satisfying the requirements of clauses (i) through (vi).

                  "Issuer" shall mean LSP-Cottage Grove, Inc., a corporation
         duly organized and validly existing under the laws of the State of
         Delaware and a general partner of the Partnership.

                  "Material Adverse Change" shall mean a material change in the
         business, operations, properties or financial condition of the Pledgor
         or any event or occurrence of whatever nature which would materially
         adversely affect (i) the ability of the Pledgor to perform its
         obligations under any Financing Document to which the Pledgor is a
         party or (ii) the Liens under any Collateral Document to which the
         Pledgor is a party.

                  "Pledgor Permitted Liens" shall mean (a) Liens imposed by any
         Governmental Authority for Taxes which are not yet due or which are
         being contested in a Good Faith Contest and (b) Liens created pursuant
         to this Agreement.

                  "Pledged Stock" shall have the meaning assigned to such term
         in Section 3(a) hereof.
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                  "Records" shall have the meaning assigned to such term in
         Section 2(a) hereof.

                  "Secured Obligations" shall mean, as at any date, all
         indebtedness, liabilities and obligations of the Partnership, of
         whatsoever nature and however evidenced (including, but not limited to,
         principal, interest, fees, reimbursement obligations, penalties,
         indemnities and legal and other expenses, whether due after
         acceleration or otherwise), to the Secured Parties under or pursuant to
         the Trust Indenture, the Bonds, the Credit Bank Working Capital
         Agreement, the Credit Bank Reimbursement Agreement, any Additional
         Permitted Debt Documents, any Interest Rate Protection Agreements, the
         Security Documents or any other Financing Document, to the extent
         arising on or prior to the Debt Termination Date, in each case, direct
         or indirect, primary or secondary, fixed or contingent, now or
         hereafter arising out of or relating to any such agreements.

                  "Secured Parties" shall mean the Trustee (as trustee for and
         representative of the Holders of the Bonds), the L/C Facility Agent (as
         agent for and representative of the Credit Banks party to the Credit
         Bank Reimbursement Agreement), the Working Capital Agent (as agent for
         and representative of the Credit Banks party to the Credit Bank Working
         Capital Agreement), each Additional Permitted Debt Agent (as agent for
         and representative of the holders of Additional Permitted Debt) and
         each Other Representative (as agent for and representative of the
         holders of debt under the related financing documents), in each case to
         the extent the same is, or by operation of Section 14(a) of the
         Intercreditor Agreement becomes, a party thereto.

                  "Uniform Commercial Code" shall mean the Uniform Commercial
         Code as in effect from time to time in the State of New York.


                  Section 2. Representations and Warranties. The Pledgor
represents and warrants to the Secured Parties that:

                  (a) The chief place of business and chief executive office of
         the Pledgor and the office where the Pledgor keeps its records
         concerning the Collateral, including the registration book in which all
         shares of capital stock of the Issuer and pledges and transfers thereof
         are recorded (hereinafter, collectively called the "Records") is
         located at 1105 N. Market Street, Suite 1108, Wilmington, Delaware
         19801.

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                  (b) The Pledgor is a limited liability company duly formed,
         validly existing and in good standing under the laws of the State of
         Delaware and is duly qualified to do business and is in good standing
         in the State of Delaware and in all other places where necessary in
         light of the transactions contemplated by this Agreement except where
         the failure to so qualify would not reasonably be expected to result in
         a Material Adverse Change.

                  (c) The Pledgor has the full power, authority and legal right
         to execute, deliver and perform its obligations under this Agreement.
         The execution, delivery and performance by the Pledgor of this
         Agreement and the consummation of the transactions contemplated hereby
         have been duly authorized by all necessary member and limited liability
         company action. This Agreement has been duly executed and delivered by
         the Pledgor, is in full force and effect and is the legal, valid and
         binding obligation of the Pledgor, enforceable against the Pledgor in
         accordance with its terms, except as such enforceability may be limited
         by (i) applicable bankruptcy, insolvency, moratorium or other similar
         laws affecting the enforcement of creditors' rights generally and (ii)
         general principles of equity (regardless of whether enforcement thereof
         is sought in a proceeding at law or in equity).

                  (d) The execution, delivery and performance by the Pledgor of
         this Agreement and the consummation of the transactions contemplated
         hereby and thereby do not and will not (i) require any consent or
         approval of the members of the Pledgor or any other Person that has not
         been duly obtained and each such consent or approval that has been
         obtained is in full force and effect, (ii) violate any provision of any
         of the certificate of limited liability company or the limited
         liability company agreement of the Pledgor or any Law or Governmental
         Approval applicable to the Pledgor, (iii) conflict with, result in a
         breach of or constitute a default under any of the certificate of
         limited liability company or the limited liability company agreement of
         the Pledgor or any indenture or loan or credit agreement or other
         agreement, lease or instrument to which the Pledgor is a party or by
         which it or any of its property may be bound or affected except any
         such conflict, breach or default that would not reasonably be expected
         to result in a Material Adverse Change or (iv) result in, or require
         the creation or imposition of, any Lien (other than Pledgor Permitted
         Liens), upon or with respect to any of the properties now owned or
         hereafter acquired by the Pledgor.

                  (e) This Agreement creates in favor of the Collateral Agent
         for the equal and ratable benefit of the Secured Parties, a valid Lien
         on and security interest in all of the Collateral, subject to no Lien
         other than Pledgor Permitted Liens, securing the payment and
         performance of the Secured Obligations, and all filings and other
         actions necessary or desirable to create, preserve, validate, 


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         perfect and protect such Lien and the priority thereof have been duly
         made or taken.

                  (f) No Governmental Approval by, and no filing with, any
         Governmental Authority is required to be obtained by the Pledgor in
         connection with this Agreement and the transactions contemplated hereby
         and thereby (except for such Governmental Approvals and such filings
         heretofore obtained or made and in full force and effect and for the
         filing of financing statements in the relevant jurisdictions).

                  (g) The Pledgor is the sole legal and beneficial owner of the
         Collateral in which it purports to grant a security interest pursuant
         to Section 3 hereof, and no Lien exists or will exist upon the
         Collateral at any time (and, with respect to the Collateral, no right
         or option to acquire the same exists in favor of any other Person),
         except for Pledgor Permitted Liens and except for the pledge and
         security interest in favor of the Collateral Agent for the benefit of
         the Secured Parties created or provided for herein.

                  (h) There is no action, suit or proceeding at law or in equity
         or by or before any Governmental Authority, arbitral tribunal or other
         body now pending, or to the knowledge of the Pledgor, threatened,
         against or affecting the Pledgor or any of the Collateral which would
         reasonably be expected to result in a Material Adverse Change with
         respect to the Pledgor.

                  (i) The Pledgor has filed, or caused to be filed, all tax and
         information returns that are required to have been filed by it in any
         jurisdiction, and has paid (prior to their delinquency dates) all Taxes
         shown to be due and payable on such returns and all other Taxes payable
         by it, to the extent that the same have become due and payable, except
         to the extent there is a Good Faith Contest thereof by the Pledgor.

                  (j) The Pledged Stock evidenced by the certificates identified
         in Annex 1 hereto is, and all other Pledged Stock in which the Pledgor
         shall hereafter grant a security interest pursuant to Section 3 hereof
         will be, duly authorized, validly existing, fully paid and
         non-assessable and none of such Pledged Stock is or will be subject to
         any contractual restriction, or any restriction under the charter or
         by-laws of the Issuer of such Pledged Stock, upon the transfer of such
         Pledged Stock (except for any such restriction contained herein).

                  (k) The Pledged Stock evidenced by the certificates identified
         in Annex 1 hereto constitutes all of the issued and outstanding shares
         of capital stock of any class of the Issuer beneficially owned by the
         Pledgor on the date hereof 


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         (whether or not registered in the name of the Pledgor) and said Annex 1
         correctly identifies, as at the date hereof, the Issuer of such Pledged
         Stock, the respective class and par value of the shares comprising such
         Pledged Stock and the respective number of shares (and registered
         owners thereof) evidenced by each such certificate.

                  (l) The Pledgor owns 100% of the issued and outstanding
         capital stock of the Issuer as of the date hereof.


                  Section 3. The Pledge. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, the Pledgor hereby pledges, assigns,
hypothecates transfers, delivers and grants to the Collateral Agent for the
equal and ratable benefit of the Secured Parties, and hereby grants to the
Collateral Agent for the equal and ratable benefit of the Secured Parties a lien
on and security interest in, all of the Pledgor's right, title and interest in,
to and under the following, whether now owned by the Pledgor or hereafter
acquired and whether now existing or hereafter coming into existence and
wherever located (all being collectively referred to herein as "Collateral"):

                  (a) the shares of capital stock of the Issuer evidenced by the
         certificates identified in Annex 1 hereto and all other shares of
         capital stock of whatever class of the Issuer, now or hereafter owned
         by the Pledgor, in each case together with the certificates evidencing
         the same (collectively, the "Pledged Stock");

                  (b) all shares, securities, moneys or property representing a
         dividend on any of the Pledged Stock, or representing a distribution or
         return of capital upon or in respect of the Pledged Stock, or resulting
         from a split-up, revision, reclassification or other like change of the
         Pledged Stock or otherwise received in exchange therefor, and any
         subscription warrants, rights or options issued to the holders of, or
         otherwise in respect of, the Pledged Stock;

                  (c) without affecting the obligations of the Pledgor, the
         Issuer or the Partnership under any provision prohibiting such action
         hereunder or under the Intercreditor Agreement, in the event of any
         consolidation or merger in which the Issuer is not the surviving
         corporation, all shares owned by the Pledgor of each class of the
         capital stock of the successor corporation formed by or resulting from
         such consolidation or merger;

                  (d) all proceeds of and to any of the property of the Pledgor
         described in the preceding clauses of this Section 3 and, to the extent
         related to 


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         any property described in said clauses or such proceeds, all books,
         correspondence, credit files, records, invoices and other papers; and

                  (e) to the extent not included in the foregoing, all products,
         offspring, rents, revenues, issues, profits, royalties, income,
         benefits, accessions, additions, substitutions and replacements of and
         to any and all of the foregoing.


                  Section 4. Covenants. The Pledgor covenants and agrees that,
until the Debt Termination Date:

                  (a) The Pledgor shall preserve and maintain its legal
         existence and form and all of its rights, privileges and franchises
         that are necessary for the maintenance of its existence and the
         performance of all of its obligations under this Agreement.

                  (b) The Pledgor shall not create, incur, assume or suffer to
         exist any Lien upon any of the Collateral other than Pledgor Permitted
         Liens.

                  (c) The Pledgor shall promptly but in no case later than five
         Business Days upon obtaining knowledge of any action, suit or
         proceeding at law or in equity by or before any Governmental Authority,
         arbitral tribunal or other body pending or threatened against the
         Pledgor which would reasonably be expected to result in a Material
         Adverse Change, furnish to the Collateral Agent a notice of such event
         describing the same in reasonable detail and, together with such notice
         or as soon thereafter as possible, a description of the action that the
         Pledgor has taken and proposes to take with respect thereto.

                  (d) The Pledgor shall not sell, assign, transfer or otherwise
         dispose of all or any part of the Collateral, or consent to the
         issuance of any capital stock of any class by the Issuer in a manner so
         as to cause the occurrence of an Event of Default under Section 8.1(c)
         (but solely as the same relates to Section 6.21(a) of the Trust
         Indenture), 8.1(p), 8.1(q) or 8.1(r) of the Trust Indenture (or the
         occurrence of an Event of Default (as defined in the Intercreditor
         Agreement) under the correlative provisions of any other Financing
         Document).

                  Section 5. Further Assurances; Remedies. In furtherance of the
grant of the pledge and security interest pursuant to Section 3 hereof, the
Pledgor hereby agrees with the Secured Parties as follows:

                  5.1 Delivery and Other Perfection. The Pledgor shall:

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                  (a) if any of the certificates, warrants, shares, securities,
         moneys, rights, options or other property required to be pledged by the
         Pledgor under Section 3 hereof are received by the Pledgor, forthwith
         (i) transfer and deliver to the Collateral Agent such certificates,
         warrants, shares, securities, moneys, rights, options or other property
         so received by the Pledgor (together with the certificates for any such
         shares and securities duly endorsed in blank or accompanied by undated
         stock powers duly executed in blank), all of which thereafter shall be
         held by the Collateral Agent, pursuant to the terms of this Agreement,
         as part of the Collateral and/or (ii) take such other action as the
         Collateral Agent shall deem necessary or appropriate to duly record the
         Lien created hereunder in such certificates, warrants, shares,
         securities, moneys, rights, options or other property;

                  (b) give, execute, deliver, file and/or record any financing
         statement, continuation statement, notice, instrument, document,
         agreement or other papers that may be reasonably required to create,
         preserve, perfect or validate the security interest granted pursuant
         hereto or to enable the Collateral Agent to exercise and enforce its
         rights hereunder with respect to such pledge and security interest,
         including, without limitation, causing any or all of the Collateral to
         be transferred of record into the name of the Collateral Agent or its
         nominee (and the Collateral Agent agrees that if any Collateral is
         transferred into its name or the name of its nominee, the Collateral
         Agent shall thereafter promptly give to the Pledgor copies of any
         notices and communications received by it with respect to the
         Collateral). Without limiting the generality of the foregoing, the
         Pledgor shall, if any Collateral shall be evidenced by a promissory
         note or other instrument, deliver and pledge to the Collateral Agent
         for the equal and ratable benefit of the Secured Parties such note or
         instrument duly endorsed or accompanied by duly executed instruments of
         transfer or assignment, all in such form and substance as will allow
         the Collateral Agent to realize upon the Collateral pursuant to Section
         5.5 hereof;

                  (c) maintain, hold and preserve full and accurate Records, and
         stamp or otherwise mark such Records in such manner as may be
         reasonably required in order to reflect the security interests granted
         by this Agreement; and

                  (d) permit representatives of the Collateral Agent, upon
         reasonable notice, at any time during normal business hours to inspect
         and make abstracts from its Records.

                  5.2 Other Financing Statements and Liens. Without the prior
consent of the Collateral Agent (granted with the written authorization of the
Secured Parties), the Pledgor shall not file or suffer to be on file, or
authorize or permit to be filed or to be on file, in any jurisdiction, any
financing statement or like instrument with 


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respect to the Collateral in which the Collateral Agent is not named as the sole
secured party for the benefit of the Secured Parties.

                  5.3 Preservation of Rights. The Collateral Agent shall not be
required to take steps necessary to preserve any rights against prior parties to
any of the Collateral.

                  5.4 Collateral.

                  (a) The Pledgor shall cause the Collateral to constitute at
all times 100% of the total number of shares of each class of capital stock of
the Issuer then outstanding owned by the Pledgor.

                  (b) So long as no Trigger Event shall have occurred and be
continuing, the Pledgor shall have the right to exercise all voting, consensual
and other powers of ownership pertaining to the Collateral for all purposes not
inconsistent with the terms of this Agreement, any other Project Document or any
other Financing Documents; and the Collateral Agent shall execute and deliver to
the Pledgor or cause to be executed and delivered to the Pledgor all such
proxies, powers of attorney, dividend and other orders, and all such
instruments, without recourse, as the Pledgor may reasonably request for the
purpose of enabling the Pledgor to exercise the rights and powers which it is
entitled to exercise pursuant to this Section 5.4(b).

                  (c) Unless and until a Trigger Event has occurred and is
continuing, the Pledgor shall be entitled to receive, retain and distribute as
dividends or otherwise any dividends on the Collateral paid in cash out of
earned surplus.

                  (d) If any Trigger Event shall have occurred and be
continuing, and whether or not the Collateral Agent or any other Secured Party
exercises any available right to declare any Secured Obligation due and payable
or seeks or pursues any other relief or remedy available to it under applicable
law or under this Agreement or any other Project Document, all dividends and
other distributions on the Collateral to which the Pledgor is entitled shall be
paid directly to the Collateral Agent and retained by it as part of the
Collateral, subject to the terms of this Agreement, and, if the Collateral Agent
shall so request, the Pledgor agrees to execute and deliver to the Collateral
Agent appropriate additional dividend, distribution and other orders and
documents to that end, provided that if such Trigger Event is waived or cured,
any such dividend or distribution theretofore paid to the Collateral Agent
shall, upon request of the Pledgor (except to the extent theretofore applied to
the Secured Obligations), be returned by the Collateral Agent to the Pledgor.

                  5.5 Trigger Events. If any Trigger Event shall have occurred
and be continuing:


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                                      -12-


                  (a) the Collateral Agent shall have the rights and the
         obligations with respect to this Agreement as more particularly
         provided in the Intercreditor Agreement;

                  (b) the Pledgor shall, at the request of the Collateral Agent,
         assemble the Collateral owned by it at such place or places, reasonably
         convenient to both the Collateral Agent and the Pledgor, designated in
         its request;

                  (c) the Collateral Agent shall have all of the rights and
         remedies with respect to the Collateral of a secured party under the
         Uniform Commercial Code (whether or not said Code is in effect in the
         jurisdiction where the rights and remedies are asserted) and such
         additional rights and remedies to which a secured party is entitled
         under the laws in effect in any jurisdiction where any rights and
         remedies hereunder may be asserted, including, without limitation, the
         right, to the maximum extent permitted by applicable law, to exercise
         all voting, consensual and other powers of ownership pertaining to the
         Collateral as if the Collateral Agent were the sole and absolute owner
         thereof (and the Pledgor agrees to take all such action as may be
         appropriate to give effect to such right);

                  (d) the Collateral Agent may make any reasonable compromise or
         settlement deemed desirable with respect to any of the Collateral and
         may extend the time of payment, arrange for payment in installments, or
         otherwise modify the terms, of any of the Collateral;

                  (e) the Collateral Agent may, in its name or in the name of
         the Pledgor or otherwise, demand, sue for, collect or receive any money
         or property at any time payable or receivable on account of or in
         exchange for any of the Collateral, but shall be under no obligation to
         do so; and

                  (f) the Collateral Agent may, upon ten Business Days' prior
         notice to the Pledgor of the time and place, with respect to the
         Collateral or any part thereof which shall then be or shall thereafter
         come into the possession, custody or control of the Collateral Agent,
         the other Secured Parties or any of their respective agents, sell,
         lease, assign or otherwise dispose of all or any part of such
         Collateral, at such place or places as the Collateral Agent deems best,
         and for cash or for credit or for future delivery (without thereby
         assuming any credit risk), at public or private sale, without demand of
         performance or notice of intention to effect any such disposition or of
         the time or place thereof (except such notice as is required above or
         by applicable statute and cannot be waived), and the Collateral Agent
         or any other Secured Party or anyone else may be the purchaser, lessee,
         assignee or 


<PAGE>   14
                                      -13-


         recipient of any or all of the Collateral so disposed of at any public
         sale (or, to the maximum extent permitted by applicable law, at any
         private sale) and thereafter hold the same absolutely, free from any
         claim or right of whatsoever kind, including any right or equity of
         redemption (statutory or otherwise), of the Pledgor, any such demand,
         notice and right or equity being hereby expressly waived and released
         to the maximum extent permitted by applicable law. The Collateral Agent
         may, without notice or publication, adjourn any public or private sale
         or cause the same to be adjourned from time to time by announcement at
         the time and place fixed for the sale, and such sale may be made at any
         time or place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
5.5 shall be applied in accordance with Section 5.8 hereof.

                  The Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, and applicable state
securities laws, the Collateral Agent may be compelled, with respect to any sale
of all or any part of the Collateral, to limit purchasers to those who will
agree, among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges that any such private sale may be at prices and on terms
less favorable to the Collateral Agent than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Collateral Agent shall have no obligation to
engage in public sales and no obligation to delay the sale of any Collateral for
the period of time necessary to permit the respective issuer thereof to register
it for public sale.

                  5.6 Removals, Etc. Without at least 30 days' prior notice to
the Collateral Agent, the Pledgor shall not (a) maintain any of its Records at
any office or maintain its principal place of business at any place other than
at the address for notices set forth on the signature pages hereto or (b) change
its corporate name, or the name under which it does business, from the name
shown on the signature pages hereto.

                  5.7 Private Sale. The Collateral Agent and the other Secured
Parties shall incur no liability as a result of the sale of the Collateral, or
any part thereof, at any private sale pursuant to Section 5.5 hereof conducted
in a commercially reasonable manner. The Pledgor hereby waives, to the maximum
extent permitted by applicable law, any claims against the Collateral Agent or
any other Secured Party arising by reason of the fact that the price at which
the Collateral may have been sold at such a commercially reasonable private sale
was less than the price which might have been obtained at a public sale or was
less than the aggregate amount of the Secured Obligations, even if, to the
extent that it is commercially reasonable to do so, the Collateral Agent accepts
the first 


<PAGE>   15
                                      -14-


offer received and does not offer the Collateral to more than one offeree.

                  5.8 Application of Proceeds.

                  (a) Except as otherwise herein expressly provided, the
         proceeds of any collection, sale or other realization of all or any
         part of the Collateral pursuant hereto shall be remitted to the
         Depositary Agent in the form received with all necessary endorsements
         and, to the maximum extent permitted by applicable law, be applied in
         accordance with the Depositary Agreement and the Intercreditor
         Agreement.

                  (b) No sale or other disposition of all or any part of the
         Collateral pursuant to Section 5.2 shall be deemed to relieve the
         General Partner of its obligations under any Project Documents to which
         it is party except to the extent the proceeds thereof are applied to
         the payment of such obligations.

                  5.9 Attorney-in-Fact. Without limiting any rights or powers
granted by this Agreement to the Collateral Agent while no Trigger Event has
occurred and is continuing, upon the occurrence and during the continuance of
any Trigger Event the Collateral Agent is hereby appointed the attorney-in-fact
of the Pledgor for the purpose of carrying out the provisions of this Section 5
and taking any action and executing any instruments which may be reasonably
required to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest. Without limiting
the generality of the foregoing, so long as the Collateral Agent shall be
entitled under this Section 5 to make collections in respect of the Collateral,
the Collateral Agent shall have the right and power to receive, endorse and
collect all checks made payable to the order of the Pledgor representing any
dividend, payment or other distribution in respect of the Collateral or any part
thereof and to give full discharge for the same.

                  5.10 Perfection. Concurrently with the execution of this
Agreement, the Pledgor shall deliver to the Collateral Agent all certificates
identified in Annex 1 hereto, accompanied by undated stock powers duly executed
in blank. The Pledgor hereby authorizes the Collateral Agent to file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Collateral without the signature of the Pledgor where permitted
by applicable law. Copies of any such statement or amendment thereto shall
promptly be delivered to the Pledgor. Prior to or within 10 days after the date
of this Agreement, the Pledgor shall file such financing statements and other
documents in such offices as the Collateral Agent may request to perfect the
security interests granted by Section 3 of this Agreement. The Pledgor hereby
authorizes the Collateral Agent to file one or more financing or continuation
statements, and amendments thereto, relating to all or any part of the
Collateral without the signature of the Pledgor where permitted by applicable
law. Copies of any such statement or 


<PAGE>   16
                                      -15-


amendment thereto shall promptly be delivered to the Pledgor.

                  5.11 Termination.

                  (a) Upon any transfer of the Collateral permitted by the Trust
Indenture and the other Financing Documents, the Collateral Agent shall, upon
the written request of (and at the sole cost and expense of) the Pledgor,
promptly cause to be assigned, transferred and delivered, against receipt but
without any recourse, warranty or representation whatsoever, such Collateral and
shall promptly execute and deliver to the Pledgor such Uniform Commercial Code
termination statements and such other documentation as shall be requested by the
Pledgor to effect the termination and release of the Liens on such Collateral.

                  (b) Upon the Debt Termination Date the security interest
created by this Agreement shall terminate and all rights to the Collateral shall
revert to the Pledgor, and the Collateral Agent shall forthwith cause to be
assigned, transferred and delivered, against receipt but without any recourse,
warranty or representation whatsoever, any remaining Collateral and money
received in respect thereof, to or on the order of the Pledgor. The Collateral
Agent shall also execute and deliver to the Pledgor upon such termination such
Uniform Commercial Code termination statements and such other documentation as
shall be requested by the Pledgor to effect the termination and release of the
Liens on the Collateral.

                  5.12 Expenses. The Pledgor agrees to pay to the Collateral
Agent all reasonable fees and out-of-pocket expenses (including reasonable fees
and expenses for legal services) of, or incident to, the enforcement of any of
the provisions of this Section 5, or performance by the Collateral Agent of any
obligations of the Pledgor in respect of the Collateral which the Pledgor has
failed or refused to perform, or any actual or attempted sale, or any exchange,
enforcement, collection, compromise or settlement in respect of any of the
Collateral, and for the care of the Collateral and defending or asserting rights
and claims of the Collateral Agent in respect thereof, by litigation or
otherwise, and all such fees and expenses, together with interest thereon at the
applicable Post-Default Rate shall be Secured Obligations to the Collateral
Agent secured under Section 3 hereof.

                  5.13 Further Assurances. The Pledgor agrees that, from time to
time upon the request of the Collateral Agent, the Pledgor shall execute and
deliver such further documents and do such other acts and things as the
Collateral Agent may reasonably request in order fully to effectuate the
purposes of this Agreement.


                  Section 6. Miscellaneous.


<PAGE>   17
                                      -16-


                  6.1 No Waiver. No failure on the part of the Collateral Agent
or any of its agents to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or remedy hereunder shall operate as a
waiver thereof, and no single or partial exercise by the Collateral Agent or any
of its agents of any right, power or remedy hereunder shall preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided herein are cumulative and are not exclusive of any
remedies provided by applicable law.

                  6.2 Notices. All notices, requests and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing in
the manner set forth in Section 16 of the Intercreditor Agreement. Unless
otherwise so changed by the respective parties hereto, all notices, requests and
other communications to each party hereto shall be sent to the address for
notices of such parties set forth on the signature pages hereto.

                  6.3 Waivers, Etc. This Agreement may be amended, supplemented
or modified only by an instrument in writing signed by the Pledgor and the
Collateral Agent acting with the consent of the Secured Parties as provided in
Section 8(c) of the Intercreditor Agreement, and any provision of this Agreement
may be waived by the Collateral Agent acting with consent of the Secured Parties
or the Secured Parties as provided in Section 8(c) of the Intercreditor
Agreement; provided that no amendment, supplement, modification or waiver shall,
unless by an instrument in writing signed by all of the Secured Parties or by
the Collateral Agent acting with the consent of all of the Secured Parties,
alter the terms of this Section 6.3. Any waiver shall be effective only in the
specific instance and for the specified purpose for which it was given.

                  6.4 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Pledgor, the Collateral Agent, the other Secured Parties and each holder of any
of the Secured Obligations (provided, however, that the Pledgor shall not assign
or transfer its rights hereunder without the prior consent of the Collateral
Agent).

                  6.5 Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts, all of which when taken together shall
constitute one and the same instrument and either of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall
become effective at such time as the Collateral Agent shall have received
counterparts hereof signed by all of the intended parties hereto.


<PAGE>   18
                                      -17-


                  6.6 Agents, Etc. The Collateral Agent may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith. In accordance with the Intercreditor Agreement and the Depositary
Agreement, the Collateral Agent has appointed the Depositary Agent as its agent
for purposes of the Depositary Agreement. The Pledgor acknowledges that it has
received a copy of the Depositary Agreement and acknowledges and agrees to the
terms and conditions of the Depositary Agreement as the same apply hereto.

                  6.7 Severability. If any provision hereof is invalid or
unenforceable in any jurisdiction, then, to the fullest extent permitted by
applicable law, (a) the other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in favor of the
Collateral Agent and the other Secured Parties in order to carry out the
intentions of the parties hereto as nearly as may be possible and (b) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

                  6.8 The Collateral Agent. As provided in Section 8 of the
Intercreditor Agreement, each Secured Party has appointed The Chase Manhattan
Bank (National Association) as its Collateral Agent for purposes of this
Agreement. Following the Debt Termination Date, the provisions of said Section 8
shall be deemed to continue in full force and effect for the benefit of the
Collateral Agent under this Agreement.

                  6.9 Headings. Headings appearing herein are used solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Agreement.

                  6.10 Limitation of Liability. The liability of the Pledgor for
the payment and performance of the Secured Obligations shall be limited as and
to the extent provided under Section 27 of the Intercreditor Agreement.

                  6.11 Security Interest Absolute. The rights and remedies of
the Collateral Agent hereunder, the Liens created hereby and the obligations of
the Pledgor hereunder are absolute, irrevocable and unconditional, irrespective
of:

                  (a) the validity or enforceability of any of the Secured
Obligations, any other Project Document or any other agreement or instrument
relating thereto;

                  (b) any amendment to, waiver of, consent to or departure from,
or failure to exercise any right, remedy, power or privileges under or in
respect of, any of the Secured Obligations, any other Project Document or any
other agreement or instrument relating thereto;


<PAGE>   19
                                      -18-


                  (c) the acceleration of the maturity of any of the Secured
Obligations or any other modification of the time of payment thereof;

                  (d) any substitution, release or exchange of any other
security for or guarantee of any of the Secured Obligations or the failure to
create, preserve, validate, perfect or protect any other Lien granted to, or
purported to be granted to, or in favor of, the Collateral Agent or any other
Secured Party; or

                  (e) any other event or circumstance whatsoever which might
otherwise constitute a legal or equitable discharge of a surety or a guarantor,
it being the intent of this Section 6.11 that the obligations of the Pledgor
hereunder shall be absolute, irrevocable and unconditional under any and all
circumstances.

                  6.12 Subrogation. The Pledgor shall not exercise, and hereby
irrevocably waives, any claim, right or remedy that it may now have or may
hereafter acquire against the Partnership arising under or in connection with
this Agreement, including, without limitation, any claim, right or remedy of
subrogation, contribution, reimbursement, exoneration, indemnification or
participation arising under contract, by Law or otherwise in any claim, right or
remedy of the Collateral Agent or the Secured Parties against the Partnership or
any other Person or any Collateral which the Collateral Agent or any Secured
Party may now have or may hereafter acquire. If, notwithstanding the preceding
sentence, any amount shall be paid to the Pledgor on account of such subrogation
rights at any time when any of the Secured Obligations shall not have been paid
in full, such amount shall be held by the Pledgor in trust for the Collateral
Agent and the Secured Parties, segregated from other funds of the Pledgor and be
turned over to the Collateral Agent in the exact form received by the Pledgor
(duly endorsed by the Pledgor to the Collateral Agent, if required), to be
applied against the Secured Obligations, whether matured or unmatured, in
accordance with the Trust Indenture and the Security Documents.

                  6.13 Reinstatement. This Agreement and the Lien created
hereunder shall automatically be reinstated if and to the extent that for any
reason any payment by or on behalf of the Partnership in respect of the Secured
Obligations is rescinded or must otherwise be restored by any holder of the
Secured Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and the Pledgor shall indemnify the Collateral
Agent and its employees, officers and agents on demand for all reasonable fees,
costs and expenses (including, without limitation, fees, costs and expenses of
counsel) incurred by the Collateral Agent or its employees, officers or agents
in connection with such rescission or restoration.

                  6.14 NO THIRD PARTY BENEFICIARIES. THE 


<PAGE>   20
                                      -19-


AGREEMENTS OF THE PARTIES HERETO ARE SOLELY FOR THE BENEFIT OF THE PLEDGOR, THE
COLLATERAL AGENT AND THE OTHER SECURED PARTIES, AND NO PERSON (OTHER THAN THE
PARTIES HERETO, THE OTHER SECURED PARTIES AND THEIR SUCCESSORS AND ASSIGNS
PERMITTED HEREUNDER) SHALL HAVE ANY RIGHTS HEREUNDER.

                  6.15 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, ARE GOVERNED BY THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF
NEW YORK.

<PAGE>   21
                                      -20-

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.


                                    COGENTRIX COTTAGE GROVE, LLC

                                    By  Cogentrix Mid-America, Inc., its manager


                                    By  /s/ James R. Pagano
                                        --------------------------------
                                        Name :  James R. Pagano
                                        Title:  President


                                    Address for Notices:

                                    Cogentrix Cottage Grove, LLC
                                    c/o Cogentrix Energy, Inc.
                                    9405 Arrowpoint Boulevard
                                    Charlotte, NC 28273

                                    Attention: General Counsel

                                    Telecopier No.: (704) 529-1006

<PAGE>   22
                                      -21-


                                           THE CHASE MANHATTAN BANK,
                                                 as Collateral Agent


                                           By  /s/ David G. Safer
                                               -----------------------------
                                               Name :  David Safer
                                               Title:

                                           Address for Notices:

                                           The Chase Manhattan Bank,
                                                 as Collateral Agent
                                           Global Trust Services
                                           450 West 33rd Street
                                           15th Floor
                                           New York, NY 10001-2697

                                           Attention: David Safer

                                           Telecopier No.:  (212) 946-8177

<PAGE>   23


                                                                         ANNEX 1


                                  PLEDGED STOCK

                          COGENTRIX COTTAGE GROVE, LLC



Issuer:   LSP-Cottage Grove, Inc.

Share Certificate No.:   1

Class:   Common

Par Value:   $0.01

Number of Shares:   20

Registered Owner:   Cogentrix Cottage Grove, LLC