<PAGE>   1
                                                                EXHIBIT 10.49(a)

                                                                  EXECUTION COPY



                      SECOND AMENDED AND RESTATED GUARANTEE

                  SECOND AMENDED AND RESTATED GUARANTEE, dated as of March 3,
2000, made by COGENTRIX DELAWARE HOLDINGS, INC., a Delaware corporation (the
"Guarantor"), in favor of the Borrower Creditors (as defined below).



                              W I T N E S S E T H:


                  WHEREAS, pursuant to the Amended and Restated Credit
Agreement, dated as of October 29, 1998, as supplemented by the Supplements
thereto dated December 18, 1998 and January 22, 1999, and as amended by the
Extension Agreement and Amendment dated October 29, 1999 (as so amended and
supplemented, the "Existing Credit Agreement"), among (i) Cogentrix Energy, Inc.
(the "Borrower"), (ii) the several banks and financial institutions parties
thereto (the "Existing Lenders"), (iii) Australia and New Zealand Banking Group
Limited ("ANZ") and certain other banks and financial institutions, as the lead
arrangers (the "Lead Arrangers") and (iv) ANZ as the issuing bank thereunder (in
such capacity, the "Issuing Bank") and as agent for the Existing Lenders, the
Existing Lenders severally agreed to make certain loans to the Borrower (the
"Loans") and the Issuing Bank agreed to issue certain letters of credit for the
account of the Borrower (the "Letters of Credit"; the Loans and the Letters of
Credit, collectively, the "Extensions of Credit") upon the terms and subject to
the conditions set forth therein, the Loans to be evidenced by certain notes
issued by the Borrower under the Credit Agreement;

                  WHEREAS, the Borrower owns directly all of the issued and
outstanding stock of the Guarantor;

                  WHEREAS, the proceeds of the Loans have and will be used in
part to enable the Borrower to make valuable transfers (as determined as
provided herein) to the Guarantor in connection with the operation of its
business;

                  WHEREAS, the Guarantor has and will derive substantial direct
and indirect benefit from the making of the Extensions of Credit;

                  WHEREAS, it was a condition precedent to the effectiveness of,
and the obligation of the Existing Lenders and the Issuing Bank to make their
respective Extensions of Credit under, the Existing Credit Agreement that the
Guarantor shall have executed and delivered the Amended and Restated Guarantee
dated as of October 29, 1998 (the "Existing Guarantee") in favor of the Borrower
Creditors (as hereinafter defined);

                  WHEREAS, the Borrower has requested that the Existing Credit
Agreement be amended and restated pursuant to the Second Amended and Restated
Credit Agreement, dated as


<PAGE>   2
                                                                               2


of March 3, 2000 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among (i) the Borrower, (ii) the several banks
and financial institutions from time to time parties thereto (the "Lenders"),
(iii) ANZ and The Bank of Nova Scotia as lead arrangers and (iv) ANZ as the
Issuing Bank and as agent for the Lenders (in such capacity, the "Agent"); and

                  WHEREAS, it is a condition precedent to the effectiveness of,
and the obligation of the Lenders and the Issuing Bank to make their respective
Extensions of Credit under, the Credit Agreement that the Guarantor amend and
restate the Existing Guarantee by executing and delivering this Second Amended
and Restated Guarantee.

                  NOW, THEREFORE, in consideration of the premises and to induce
the Agent, the Issuing Bank, the Lead Arrangers and the Lenders to enter into
the Credit Agreement and to induce the Lenders and the Issuing Bank to make
their respective Extensions of Credit to the Borrower under the Credit
Agreement, the Guarantor hereby agrees to amend and restate the Existing
Guarantee to read as follows:

                  1. Defined Terms. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

                  (b) As used herein, the following terms shall have the
following meanings:

                  "Borrower Creditors": the collective reference to the Credit
         Agreement Creditors, the Trustees, the Holders, the holders of Other
         Indebtedness and their respective successors, indorsees, transferees
         and assigns.

                  "CDH Permitted Investments":

                  (i)(A) commercial paper of issuers organized under the laws of
         any state of the United States of America rated at least "A-1" by
         Standard and Poor's Rating Group ("S&P") and "Prime-1" by Moody's
         Investors Service, Inc. ("Moody's");

                     (B) marketable direct obligations of the United States of
         America with maturities of three years or less from the date of
         acquisition;

                     (C) marketable obligations directly and fully guaranteed as
         to interest and principal by the United States of America with
         maturities of three years or less from the date of acquisition;

                     (D) demand deposits with the Agent, and time deposits,
         certificates of deposit and banker's acceptances issued by (1) the
         Agent or (2) any member bank of the Federal Reserve System which is
         organized under the laws of the United States of America or any state
         thereof or any United States branch of a foreign bank, in each case
         whose long-term debt securities are rated "A" or better by S&P and "A2"
         or better by Moody's;

<PAGE>   3
                                                                               3


                     (E) obligations of the Agent, any bank described in clause
         (D) above or any financial institution, in respect of the repurchase of
         obligations of the type as described in clauses (B) and (C) above,
         provided that such repurchase obligations shall be fully secured by
         obligations of the type described in said clauses (B) and (C) and the
         possession of such obligations shall be transferred to, and segregated
         from other obligations owned by, the Agent, any such bank or such
         financial institution;

                     (F) eurodollar certificates of deposit issued by the Agent
         or any bank described in clause (D) above;

                     (G) marketable asset-backed securities rated at least "AA"
         by S&P and "Aa2" by Moody's;

                     (H) marketable debt obligations of the Federal National
         Mortgage Association, the Government National Mortgage Association or
         the Federal Home Loan Mortgage Association secured by a pool of
         mortgage loans with an average life of three years or less from the
         date of acquisition and rated at least "AA" by S&P and at least "Aa2"
         by Moody's; and

                      (I) corporate debt securities of issuers organized under
         the laws of any state of the United States of America with maturities
         of three years or less from the date of acquisition rated not less than
         "A" by S&P and "A2" by Moody's;

         provided, that for any of the securities of the types described in
         subclauses (A), (B), (C), (D), (E), (F), (G), (H) or (I) above to be
         CDH Permitted Investments in the hands of any Person (x) the weighted
         average maturity from any date of the securities of such types owned on
         such date by such Person shall not be more than one year; and (y) the
         value of the securities of any single issuer rated less than "AAA" by
         S&P and "Aaa" by Moody's (other than the United States of America or
         any agency thereof) owned by such Person at any time shall not
         constitute more than 5% of the value of all of the securities of such
         types owned by such Person at such time; and

                  (ii) shares of money market mutual funds which invest
         exclusively in assets satisfying the requirements of subclauses (A),
         (B), (C), (D) or (F) of clause (i) of this definition; provided, that
         for any such shares of such a fund to be CDH Permitted Investments in
         the hands of any Person, the weighted average maturity from any date of
         the securities owned on such date by such fund shall not be more than
         one year.

                  "Credit Agreement Creditors": the collective reference to the
         Agent, the Issuing Bank, the Lead Arrangers, and the Lenders.

                  "Credit Agreement Obligations": the collective reference to
         the unpaid principal of and interest on the Notes issued by the
         Borrower under the Credit Agreement and all other obligations and
         liabilities of the Borrower in respect of the payment of any amount by
         the Borrower to, or deposit of any amount by the Borrower with, the
         Credit Agreement Creditors or any of them (including, without
         limitation, (i) interest accruing at


<PAGE>   4
                                                                               4


         the then applicable rate provided in the Credit Agreement after the
         maturity of the Loans and interest accruing at the then applicable rate
         provided in the Credit Agreement after the filing of any petition in
         bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to the Borrower, whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding and
         (ii) the obligations of the Borrower to make deposits into the Cash
         Collateral Account), whether direct or indirect, absolute or
         contingent, due or to become due, now existing or hereafter incurred,
         which may arise under, out of, or in connection with, the Credit
         Agreement, the notes issued by the Borrower thereunder, the Letters of
         Credit, or any other document made, delivered or given in connection
         therewith, whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all fees and disbursements of counsel
         to the Agent, the Issuing Bank or to the Lenders that are required to
         be paid by the Borrower or the Guarantor pursuant to the terms of the
         Credit Agreement or this Guarantee).

                  "Guaranteed Obligations": the collective reference to (a) the
         Credit Agreement Obligations, (b) the Indenture Obligations and (c) all
         Other Indebtedness.

                  "Holders": the collective reference to the holders of the
         Borrower Indenture Securities.

                  "Indenture Obligations": the collective reference to the
         unpaid principal of and interest on the Borrower Indenture Securities
         and all other obligations and liabilities of the Borrower in respect of
         the payment of any amount by the Borrower to, or deposit of any amount
         by the Borrower with either Trustee, or any of the Holders (including,
         without limitation, (i) interest accruing at the then applicable rate
         provided in the applicable Borrower Indenture after the maturity of any
         of the Borrower Indenture Securities and interest accruing at the then
         applicable rate provided in the applicable Borrower Indenture after the
         filing of any petition in bankruptcy, or the commencement of any
         insolvency, reorganization or like proceeding, relating to the
         Borrower, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding and (ii) any obligations of the
         Borrower to make deposits pursuant to either Borrower Indenture into a
         "Sinking Fund" for the retirement of the any of the Borrower Indenture
         Securities) whether direct or indirect, absolute or contingent, due or
         to become due, now existing or hereafter incurred, which may arise
         under, out of, or in connection with, either of the Borrower
         Indentures, any of the Borrower Indenture Securities or any other
         document made, delivered or given in connection therewith, whether on
         account of principal, interest, reimbursement obligations, fees,
         indemnities, costs, expenses or otherwise (including, without
         limitation, all fees and disbursements of counsel to either Trustee or
         to any of the Holders that are required to be paid by the Borrower or
         the Guarantor pursuant to the terms of the either Borrower Indenture or
         this Guarantee).

                  "Other Indebtedness": any unsecured indebtedness of the
         Borrower for borrowed money, other than indebtedness constituting a
         Credit Agreement Obligation or Indenture Obligation, existing on the
         date hereof or hereafter incurred by the Borrower, but only to


<PAGE>   5
                                                                               5


         the extent the Borrower is permitted to Incur such indebtedness under
         the Borrower Indentures and the Credit Agreement.

                  "Trustees": the collective reference to the 2004 Trustee and
         the 2008 Trustee.

                  "2004 Trustee": the trustee under the 2004 Senior Note
         Indenture.

                  "2008 Trustee": the trustee under the 2008 Senior Note
         Indenture.

                  (c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Guarantee shall refer to this Guarantee as a
whole and not to any particular provision of this Guarantee, and section and
paragraph references are to this Guarantee unless otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  2. Guarantee. (a) Subject to the provisions of paragraph 2(b),
the Guarantor hereby, unconditionally and irrevocably, guarantees to (i) the
Agent, for the ratable benefit of the Credit Agreement Creditors and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment (and performance, in the case of deposits) by the Borrower when
due (whether at the stated maturity, by acceleration or otherwise) of the Credit
Agreement Obligations, (ii) the 2004 Trustee, for the ratable benefit of the
Holders of the 2004 Senior Notes and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment (and performance, in
the case of deposits) by the Borrower when due (whether at the stated maturity,
by acceleration or otherwise) of the Indenture Obligations in respect of the
2004 Senior Notes, (iii) the 2008 Trustee, for the ratable benefit of the
Holders of the 2008 Senior Notes and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment (and performance, in
the case of deposits) by the Borrower when due (whether at the stated maturity,
by acceleration or otherwise) of the Indenture Obligations in respect of the
2008 Senior Notes and (iv) each holder of Other Indebtedness and such holder's
successors, indorsees, transferees and assigns, the prompt and complete payment
by the Borrower when due (whether at the stated maturity, by acceleration or
otherwise) of the Other Indebtedness owed to such holder.

                  (b) Anything herein or in the Credit Agreement, either of the
Borrower Indentures, any agreement in respect of Other Indebtedness or any other
document to the contrary notwithstanding, (i) the maximum liability of the
Guarantor hereunder and under the Credit Agreement, the Borrower Indentures or
any agreement in respect of Other Indebtedness shall in no event exceed the
amount which can be guaranteed by the Guarantor under applicable federal and
state laws relating to the insolvency of debtors and (ii) the Guarantor shall
not be liable, on account of the Borrower's failure to pay or perform any
Guaranteed Obligation owed to any Borrower Creditor when due, to pay to such
Borrower Creditor any amount hereunder or under the Credit Agreement, the
Borrower Indentures or any agreement in respect of Other Indebtedness unless the
Guarantor shall have more than $150,000 in assets (other than assets


<PAGE>   6
                                                                               6


constituting Investments in Subsidiaries but including, without limitation, CDH
Permitted Investments) on the day that such failure occurred or thereafter.

                  (c) The Guarantor further agrees to pay any and all expenses
(including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by any Borrower Creditor in enforcing, or obtaining advice
of counsel in respect of, any rights with respect to, or collecting, any or all
of the Guaranteed Obligations and/or enforcing any rights with respect to, or
collecting against, the Guarantor under this Guarantee.

                  (d) No payment or payments made by the Borrower, the
Guarantor, any other guarantor or any other Person or received or collected by
any Borrower Creditor from the Borrower, the Guarantor, any other guarantor or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or
in payment of any of the Guaranteed Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of the Guarantor hereunder
which shall, notwithstanding any such payment or payments other than payments
made by the Guarantor in respect of the Guaranteed Obligations or payments
received or collected from such Guarantor in respect of the Guaranteed
Obligations, remain liable for the Guaranteed Obligations up to the maximum
liability of the Guarantor hereunder.

                  3. Right of Set-off. The Guarantor hereby irrevocably
authorizes each Borrower Creditor at any time and from time to time without
notice to the Guarantor, any such notice being expressly waived by the
Guarantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Borrower Creditor to or for the credit or the account of the
Guarantor, or any part thereof in such amounts as such Borrower Creditor may
elect, against and on account of the obligations and liabilities of the
Guarantor to the Borrower Creditor hereunder, in any currency, whether arising
hereunder, under the Credit Agreement, either of the Borrower Indentures, any
note issued by the Borrower under the Credit Agreement or either of the Borrower
Indentures, any agreement in respect of Other Indebtedness or otherwise, as such
Borrower Creditor may elect, whether or not any Borrower Creditor has made any
demand for payment and although such obligations, liabilities and claims may be
contingent or unmatured. The Borrower Creditor shall notify the Guarantor
promptly of any such set-off and the application made by such Borrower Creditor,
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Borrower Creditor under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Borrower Creditor may have.

                  4. No Subrogation. Notwithstanding any payment or payments
made by the Guarantor hereunder or any set-off or application of funds of any of
the Guarantor by any Borrower Creditor, the Guarantor shall not be entitled to
be subrogated to any of the rights of any Borrower Creditor against the Borrower
or any collateral security or guarantee or right of offset held by any Borrower
Creditor for the payment of any of the Guaranteed Obligations, nor shall the
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Borrower in respect of payments made by the Guarantor hereunder.

<PAGE>   7
                                                                               7


                  5. Amendments, etc. with respect to the Guaranteed
Obligations; Waiver of Rights. The Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against the Guarantor
and without notice to or further assent by the Guarantor, any demand for payment
of any of the Guaranteed Obligations made by any Borrower Creditor may be
rescinded by such party and any of the Guaranteed Obligations continued, and the
Guaranteed Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by any Borrower Creditor, and the Credit Agreement, either of the
Borrower Indentures, any note issued by the Borrower under the Credit Agreement
or either of the Borrower Indentures, any agreement in respect of Other
Indebtedness and any other documents executed and delivered in connection with
the Credit Agreement, either of the Borrower Indentures, or any agreement in
respect of Other Indebtedness, may be amended, modified, supplemented or
terminated, in whole or in part, as the parties thereto may deem advisable from
time to time, and any collateral security, guarantee or right of offset at any
time held by any Borrower Creditor for the payment of any of the Guaranteed
Obligations may be sold, exchanged, waived, surrendered or released. When making
any demand hereunder against the Guarantor, a Borrower Creditor may, but shall
be under no obligation to, make a similar demand on the Borrower or any other
guarantor, and any failure by any Borrower Creditor to make any such demand or
to collect any payments from the Borrower or any such guarantor or any release
of the Borrower or such other guarantor shall not relieve the Guarantor of its
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of any Borrower
Creditor against the Guarantor. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.

                  6. Guarantee Absolute and Unconditional. The Guarantor waives
any and all notice of the creation, renewal, extension or accrual of any of the
Guaranteed Obligations and notice of or proof of reliance by any Borrower
Creditor upon this Guarantee or acceptance of this Guarantee, the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Guarantee (subject in each case to the right of the Guarantor and the
Agent to waive, amend, supplement and modify this Guarantee as provided in
paragraph 14(a) hereof and the termination of this Guarantee and the discharge
of the Guarantor's obligations hereunder as provided in Section 15); and all
dealings between the Borrower and the Guarantor, on the one hand, and any of the
Borrower Creditors, on the other hand, likewise shall be conclusively presumed
to have been had or consummated in reliance upon this Guarantee (subject in each
case to the right of the Guarantor and the Agent to waive, amend, supplement and
modify this Guarantee as provided in paragraph 14(a) hereof and the termination
of this Guarantee and the discharge of the Guarantor's obligations hereunder as
provided in Section 15). The Guarantor waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Borrower
or the Guarantor with respect to any of the Guaranteed Obligations. The
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement, either
of the Borrower Indentures, any note issued by the Borrower under the Credit
Agreement either of the Borrower Indentures, any agreement in respect of any
Other


<PAGE>   8
                                                                               8


Indebtedness, any of the Guaranteed Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by any Borrower Creditor, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower against any Borrower
Creditor, or (c) any other circumstance whatsoever (with or without notice to or
knowledge of the Borrower or the Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Borrower for any
of the Guaranteed Obligations, or of the Guarantor under this Guarantee, in
bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against the Guarantor, any Borrower Creditor may, but shall be under
no obligation to, pursue such rights and remedies as it may have against the
Borrower or any other Person or against any collateral security or guarantee for
any of the Guaranteed Obligations or any right of offset with respect thereto,
and any failure by any Borrower Creditor to pursue such other rights or remedies
or to collect any payments from the Borrower or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower or any such other Person or any
such collateral security, guarantee or right of offset, shall not relieve the
Guarantor of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of any
Borrower Creditor against the Guarantor.

                  7. Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned by any Borrower Creditor upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower or the
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Borrower or the
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.

                  8. Payments. The Guarantor hereby guarantees to each of the
Credit Agreement Creditors that payments hereunder in respect of the Credit
Agreement Obligations will be paid to the Agent without set-off or counterclaim
in U.S. Dollars at the office of the Agent located at 1177 Avenue of the
Americas, New York, New York 10036-9715.

                  9. Representations and Warranties. The Guarantor hereby
represents and warrants to each of the Credit Agreement Creditors (and not to
any other Borrower Creditor):

                  (a) The Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority and the legal right to
own and operate its property, to lease the property it operates and to conduct
the business in which it is currently engaged.

                  (b) The Guarantor has the corporate power and authority and
the legal right to execute and deliver, and to perform its obligations under,
this Guarantee, and has taken all necessary corporate action to authorize its
execution, delivery and performance of this Guarantee.

                  (c) This Guarantee constitutes a legal, valid and binding
obligation of the Guarantor enforceable in accordance with its terms, except as
affected by bankruptcy,


<PAGE>   9
                                                                               9


insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting the enforcement of creditors' rights generally,
general equitable principles and an implied covenant of good faith and fair
dealing.

                  (d) The execution, delivery and performance of this Guarantee
will not violate any provision of any Requirement of Law or Contractual
Obligation of the Guarantor and will not result in or require the creation or
imposition of any Lien on any of the properties or revenues of such Guarantor
pursuant to any Requirement of Law or Contractual Obligation of the Guarantor.

                  (e) No consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or Governmental Authority and no consent of
any other Person (including, without limitation, any stockholder or creditor of
the Guarantor) is required in connection with the execution, delivery,
performance, validity or enforceability of this Guarantee.

                  (f) No litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the knowledge of the
Guarantor, threatened by or against the Guarantor or against any of its
properties or revenues (i) with respect to this Guarantee or any of the
transactions contemplated hereby or (ii) which could have a material adverse
effect on the business, operations, property or financial or other condition of
the Guarantor.

                  (g) The Guarantor has good title in all its property, and none
of its property is subject to any Lien of any nature whatsoever except as
permitted under paragraph 10(a) hereof.

                  (h) The Guarantor has filed or caused to be filed all tax
returns which, to its knowledge, are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than any the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of such Guarantor). No tax Lien has been
filed, and, to the knowledge of the Guarantor, no claim is being asserted, with
respect to any such tax, fee or other charge.

                  (i) The unaudited balance sheet of the Guarantor as at
December 31, 1999 and the related unaudited statement of income for the fiscal
period ended on such date, certified by a Responsible Officer, copies of which
have heretofore been furnished to each Lender, are complete and correct and
present fairly the financial condition of the Guarantor as at such date, and the
results of its operations for the fiscal year then ended. All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved. At the date of the balance sheet referred to above, the Guarantor had
no material Guarantee Obligation, contingent liability or liability for taxes,
or any long-term lease or unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap or exchange
transaction or other financial derivative, which is not reflected in the
foregoing statements or in the notes thereto. During the period from December
31, 1999, to and including the date of this Guarantee there has been no


<PAGE>   10
                                                                              10


sale, transfer or other disposition by the Guarantor of any material part of its
business or property and no purchase or other acquisition of any business or
property (including any Capital Stock of any other Person) material in relation
to the financial condition of the Guarantor at December 31, 1999.

                  (j) The Borrower directly owns 100% of the outstanding shares
of Capital Stock of the Guarantor.

                  10. Covenants. The Guarantor hereby covenants and agrees with
each of the Credit Agreement Creditors (and not with any other Borrower
Creditor) as follows:

                  (a) The Guarantor shall not Incur, assume, create or otherwise
cause or suffer to exist, directly or indirectly, any Debt (other than Debt
under this Guarantee) and shall not grant or cause or suffer to exist any Lien
on any property of the Guarantor now owned or hereafter acquired by the
Guarantor other than (i) the Liens granted under the Cash Collateral Agreement
and (ii) Debt that the Borrower is permitted to allow the Guarantor to Incur,
assume, create or otherwise cause or suffer to exist, and Liens that the
Borrower is permitted to allow the Guarantor to grant or cause or suffer to
exist, in either case under the Credit Agreement (including, without limitation,
subsection 7.12 thereof) and the Borrower Indentures.

                  (b) The Guarantor shall not create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on its ability to (i) pay dividends or make other distributions
permitted by applicable law on any of its Capital Stock, (ii) make payments in
respect of any Debt owed to the Borrower, (iii) make loans or other advances to
the Borrower or (iv) transfer any of its property to the Borrower, other than
those encumbrances and restrictions that the Borrower is permitted to allow the
Guarantor to create or otherwise cause or suffer to exist under the Credit
Agreement (including, without limitation, subsection 7.12 thereof) and the
Borrower Indentures.

                  (c) The Guarantor shall not make any advance, loan, extension
of credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of or any assets constituting a business unit of,
or make any other Investment in, any Person, other than (i) Investments in any
Subsidiary of the Guarantor (or any Person that will become a Subsidiary of the
Guarantor as a result of such Investment) that the Borrower is permitted to
allow the Guarantor to make under the Credit Agreement (including, without
limitation, subsection 7.4 thereof), and the Borrower Indentures and (ii) CDH
Permitted Investments; provided, that (1) so long as the total of the aggregate
amount of CDH Permitted Investments owned by the Borrower plus the aggregate
amount of CDH Permitted Investments owned by the Guarantor (exclusive of, in the
case of both the Borrower and the Guarantor, any CDH Permitted Investments
subject to or otherwise covered by any Lien other than the Lien created under
the Credit Agreement in the Cash Collateral Account) shall have a value of $50
million or more, the Guarantor may make any Investment that the Borrower is
permitted to allow the Guarantor to make under the Credit Agreement (including,
without limitation, subsection 7.4 thereof), and the Borrower Indentures and (2)
the Guarantor may make loans to AGRO Power Development, Inc. and its Affiliates,
for purposes of financing its or their acquisition, construction, operation or
development of greenhouses in which the Borrower or one of its Subsidiaries has
or will have an interest, in an


<PAGE>   11
                                                                              11


aggregate principal amount not to exceed $10 million at any time, but only to
the extent that the Borrower is permitted to allow the Guarantor to make such
loans under the Credit Agreement (including, without limitation, subsection 7.4
thereof) and the Borrower Indentures.

                  11. Authority of Agent. The Guarantor acknowledges that the
rights and responsibilities of the Agent under this Guarantee with respect to
any action taken by the Agent or the exercise or non-exercise by the Agent of
any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Guarantee shall, as between the Agent
and the other Credit Agreement Creditors, be governed by the Credit Agreement
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Agent and such Guarantor, the Agent shall be
conclusively presumed to be acting as agent for the other Credit Agreement
Creditors with full and valid authority so to act or refrain from acting, and
the Guarantor shall not be under any obligation, or entitlement, to make any
inquiry respecting such authority.

                  12. Severability. Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  13. Integration. This Guarantee represents the agreement of
the Guarantor with respect to the subject matter hereof and there are no
promises or representations by any Borrower Creditor relative to the subject
matter hereof not reflected herein.

                  14. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
The terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise modified at any time and from time to time by a written instrument
executed by the Guarantor and the Agent but not by any other means. Any waiver,
amendment, supplement or modification pursuant to this paragraph 14(a) shall be
effective as against all of the Borrower Creditors notwithstanding any reliance
by the Borrower Creditors or any of them on this Guarantee prior thereto.

                  (b) Neither the Agent nor any other Credit Agreement Creditor
nor the Trustee nor any Holder nor any other Borrower Creditor shall by any act,
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the
part of the Agent, any other Credit Agreement Creditor, either Trustee, any
Holder or any other Borrower Creditor, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the
Agent, any other Credit Agreement Creditor, either Trustee, any Holder or any
other Borrower Creditor of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the Agent, such
other Credit Agreement Creditor, either Trustee, such Holder or such other
Borrower Creditor would otherwise have on any future occasion.


<PAGE>   12
                                                                              12


                  (c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.

                  15. Discharge. This Guarantee and the Guarantor's obligations
hereunder shall remain in full force and effect until all Credit Agreement
Obligations shall have been paid and performed in full and all Letters of Credit
shall have expired or been terminated (notwithstanding that from time to time
the Borrower may be free from any Credit Agreement Obligations) and, except as
otherwise provided in Section 7 hereof, thereafter this Guarantee shall
terminate and all of the Guarantor's obligations hereunder shall be discharged
in full.

                  16. Section Headings. The section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  17. Successors and Assigns. This Guarantee shall be binding
upon the successors and assigns of the Guarantor and shall inure to the benefit
of each Borrower Creditor and each Borrower Creditor's successors, indorsees,
transferees and assigns.

                  18. Governing Law. This Guarantee shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.

<PAGE>   13
                                                                              13

                  IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be duly executed and delivered by its duly authorized officer as of the day and
year first above written.


                                               COGENTRIX DELAWARE HOLDINGS, INC.



                                               By: /s/ Thomas F. Schwartz
                                                   -----------------------------
                                               Title: Thomas F. Schwartz
                                                      President







ACCEPTED AS OF THE DATE HEREOF:

AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED, as Agent




By: /s/ Eliz M. Waters
    --------------------------
    Title: Vice President