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                                 THIRD AMENDMENT
                                       TO
                      CONSTRUCTION AND TERM LOAN AGREEMENT



         THIRD AMENDMENT, dated as of December 1, 1997 (this "Third Amendment"),
to the CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of June 15, 1989, as
amended by the First Amendment thereto dated as of December 15, 1993 and the
Amendment, Waiver and Consent dated as of January 31, 1994 (the "Loan
Agreement"), among Cogentrix of Pennsylvania, Inc. (the "Borrower"), Banque
Paribas, New York Branch and the other banking institutions party thereto as
banks (the "Banks") and Banque Paribas, New York Branch, as agent for the Banks
(the "Agent").

         The Borrower has requested that the Banks amend Section 5.19 of the
Loan Agreement to permit the Borrower to change its fiscal year end from June 30
to December 31 of each year, and the Banks party hereto are willing to agree to
such request upon the terms and conditions set forth herein.

         Accordingly, the parties hereto hereby agree as follows:

         1. Defined Terms. Capitalized terms used but not defined herein shall
have the respective meanings assigned to such terms in the Loan Agreement.

         2. Amendment of Loan Agreement. Section 5.19 of the Loan Agreement is
hereby amended by deleting the reference therein to "June 30" and substituting
in lieu thereof "December 31".

         3. Financial Statements. For purposes of Section 5.8(a) of the Loan
Agreement, for the six-month period beginning July 1, 1997 and ending December
31, 1997, the Borrower hereby agrees to furnish or cause to be furnished to the
Agent and each Bank as soon as available, but in any event within 90 days after
December 31, 1997, a copy of the balance sheet of each Reporting Participant as
of December 31, 1997 and the related statements of income, retained earnings and
changes in cash flow of such Reporting Participant for the six-months ended
December 31, 1997, setting forth in each case in comparative form the figures
for the corresponding period in the previous fiscal year, certified without
qualification or exception as to the scope of its audit by independent public
accountants of national standing reasonably acceptable to the Agent.

         4. No Other Amendments or Waivers. Except as expressly amended or
waived hereby, the provisions of the Loan Agreement are, and shall remain, in
full force and effect. The waiver contained herein shall not constitute a waiver
of any other provisions of the Loan Agreement or for any purpose except as
expressly set forth herein.

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         5. Counterparts. This Third Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts, all of which
counterparts, taken together, shall constitute one and the same instrument.

         6. Effective Date. This Third Amendment shall become effective on the
date on which the Agent shall have received counterparts hereof executed by the
Borrower and by the Required Banks.

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

                                       COGENTRIX OF PENNSYLVANIA, INC.


                                       By: /s/ Elizabeth L. Rippetoe
                                           -----------------------------------
                                           Title: Vice President
                                                  Assistant General Counsel

                                       BANQUE PARIBAS, NEW YORK BRANCH,
                                          in its capacity as Agent and as a Bank

                                       By: /s/ David Lee
                                           -----------------------------------
                                           Title: Vice President


                                       By: /s/ Ralph Scholtz
                                           -----------------------------------
                                           Title: Director



Consented to:

THE DAIWA BANK, LIMITED

By: /s/ Jun Oguda
    -----------------------------
    Title: Attorney-in-fact

POSTIPANKKI, LTD.

By: /s/ Larry Malm         Ari Kaarakainen
    ---------------------------------------
    Title: SVP             VP



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