<PAGE>   1




                  THIRD AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of
December 22, 1997, made by COGENTRIX, INC., a North Carolina corporation (the
"Pledgor"), to CREDIT LYONNAIS, its successors and assigns, as agent for the
Lenders and the Issuing Bank (as such terms are defined in the Loan Agreement
referred to below) (in such capacity, the "Agent").


                              W I T N E S S E T H :


                  WHEREAS, Cogentrix Virginia Leasing Corporation (the
"Borrower") owns and operates a cogeneration facility having a gross nameplate
rating of 110 megawatts located in Portsmouth, Virginia (the "Facility"); and

                  WHEREAS, the acquisition, construction and equipping of the
Facility has been financed by credit facilities made available pursuant to the
Amended and Restated Construction and Term Loan Agreement, dated as of September
15, 1988, among the Borrower, The CIT Group/Equipment Financing, Inc. ("CIT"),
Bank of Scotland, Grand Cayman Branch and Manufacturers Hanover Trust Company
("MHT") as Paying Agent (the "Construction Loan Agreement"); and

                  WHEREAS, pursuant to the provisions of the Construction Loan
Agreement, the Pledgor entered into the Amended and Restated Pledge Agreement,
dated as of September 15, 1988 (the "1988 Pledge Agreement"); and

                  WHEREAS, the Construction Loan Agreement was amended and
restated in its entirety by the Second Amended and Restated Loan Agreement,
dated as of May 15, 1992, among the Borrower, the Lenders and CIT, as agent for
the lenders thereunder (as amended, herein called the "Existing Loan
Agreement"); and

                  WHEREAS, pursuant to the provisions of the Existing Loan
Agreement, the Pledgor amended and restated the 1988 Pledge Agreement by
entering into the Second Amended and Restated Pledge Agreement, dated as of May
15, 1992 (the "Existing Pledge Agreement"); and


<PAGE>   2
                                                                               2

                  WHEREAS, the parties thereto have agreed to amend and restate
the Existing Loan Agreement in its entirety pursuant to the Third Amended and
Restated Loan Agreement, dated as of December 22, 1997, among the Borrower, the
Lenders (as defined therein), the Issuing Bank (as defined therein) and the
Agent (herein, as amended, supplemented or otherwise modified from time to time,
called the "Loan Agreement") for the purpose of, among other things, appointing
Credit Lyonnais to succeed CIT as Agent; and

                  WHEREAS, it is a condition to the Loan Agreement's becoming
effective that the Pledge Agreement shall be amended and restated as provided
below;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants provided for herein and for other good and valuable consideration
receipt of which is hereby acknowledged, the Pledgor agrees with the Agent on
behalf of and for the benefit of the Lenders, the Issuing Bank and the Interest
Hedging Counterparties that the Existing Pledge Agreement shall be amended and
restated in its entirety so that it shall read as follows:

                  1. Defined Terms. Unless otherwise defined herein, capitalized
terms defined in the Loan Agreement shall have such defined meanings when used
herein. The term "Pledged Stock" shall mean the shares of capital stock listed
on Schedule 1 hereto, together with all stock certificates, options or rights of
any nature whatsoever that may be issued or granted by the Issuer to the Pledgor
while this Agreement is in effect.

                  2. Pledge. The Pledgor hereby pledges, assigns, hypothecates,
transfers, and delivers to the Agent on behalf of and for the benefit of the
Lenders, the Issuing Bank and the Interest Hedging Counterparties all the
Pledged Stock and hereby grants to the Agent on behalf of and for the ratable
benefit of the Lenders, the Issuing Bank and the Interest Hedging Counterparties
a first lien on, and security interest in, the Pledged Stock and in all proceeds
thereof, together with appropriate undated stock powers duly executed in blank,
as collateral security for (i) the prompt and complete payment when due (whether
at the stated maturity, by acceleration or otherwise) of the unpaid principal of
and interest on the Notes issued to evidence Loans made and to be made by the
Lenders and the Issuing Bank to the Borrower pursuant to the Loan Agreement and
(ii) the due and punctual payment and performance by the Borrower and the
Pledgor of all their respective obligations and liabilities under, arising out
of or in connection with the Loan Agreement, any Interest Rate Protection
Agreement and this Pledge Agreement (all the foregoing being hereinafter called
the "Obligations").

                  3. Stock Dividends, Distributions, etc. If, while this
Agreement is in effect, the Pledgor shall become entitled to receive or shall
receive any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital, or issued in connection with
any reorganization), option or rights, whether as an addition to, in
substitution of, or in exchange for any shares of any Pledged Stock, or
otherwise, the Pledgor agrees to accept the same as the Lenders', the Issuing
Bank's and the Interest Hedging Counterparties' agent and to hold the same in
trust on behalf of and for the benefit of the Lenders, the Issuing Bank and the
Interest Hedging Counterparties and to deliver the same forthwith to the Agent
in the exact form received, with the indorsement of the Pledgor when necessary
and/or appropriate undated stock powers duly executed in blank, to be held by
the Agent on behalf of and for the benefit of the Lenders, the Issuing Bank and
the Interest Hedging Counterparties, subject to the terms hereof, as additional
collateral security for


<PAGE>   3
                                                                               3

the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of the issuer thereof shall be paid over to the Agent
to be held by it in trust as additional collateral security for the Obligations;
and in case any distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or with respect to the
Pledged Stock pursuant to the recapitalization or reclassification of the
capital of the issuer thereof or pursuant to the reorganization thereof, the
property so distributed shall be delivered to the Agent to be held by it as
additional collateral security for the Obligations. All sums of money and
property so paid or distributed in respect of the Pledged Stock which are
received by the Pledgor shall, until paid or delivered to the Agent, be held by
the Pledgor in trust as additional collateral security for the Obligations.

                  4. Collateral. All property at any time pledged with the Agent
hereunder (whether described herein or not) and all income therefrom and
proceeds thereof, are herein collectively sometimes called the "Collateral".

                  5. Cash Dividends; Voting Rights. Unless a Default or an Event
of Default under the Loan Agreement shall have occurred and be continuing, the
Pledgor shall be entitled to receive all cash dividends paid in respect of the
Pledged Stock, to vote the Pledged Stock and to give consents, waivers and
ratifications in respect of the Pledged Stock, provided, however, that no vote
shall be cast or consent, waiver or ratification given or taken which would
impair the Collateral or be inconsistent with or violate any provision of this
Pledge Agreement, the Loan Agreement, the Notes or the Project Documents.

                  6. Subrogation. Notwithstanding any payment or payments made
by the Pledgor hereunder, or the receipt of any amounts by the Lenders, the
Issuing Bank or the Interest Hedging Counterparties with respect to the
Collateral, or any setoff or application of funds of the Pledgor by the Lenders,
the Issuing Bank or the Interest Hedging Counterparties, the Pledgor shall not
be entitled to be subrogated to any of the rights of such Lenders, the Issuing
Bank or the Interest Hedging Counterparties against the Borrower or any
collateral security held by the Agent, the Lenders, the Issuing Bank or the
Interest Hedging Counterparties for the payment of the Obligations until all
amounts owing to the Lenders, the Issuing Bank and the Interest Hedging
Counterparties by the Borrower on account of the Obligations are paid in full.

                  7. Amendments, Modifications and Waivers with respect to
Obligations. The Pledgor hereby consents that, without the necessity of any
reservation of rights against the Pledgor, and without notice to or further
assent by the Pledgor, any demand for payment of any of the Obligations made by
the Agent, the Lenders, the Issuing Bank or the Interest Hedging Counterparties
may be rescinded by the Agent, the Lenders, the Issuing Bank or the Interest
Hedging Counterparties and any of the Obligations continued, and the
Obligations, or the liability of the Borrower or 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 the Agent, the Lenders, the Issuing Bank or the
Interest Hedging Counterparties and the Loan Agreement, the Notes, the Project
Documents, any Interest Rate Protection Agreement and any collateral security
documents or guarantees or documents in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Lenders, the
Issuing Bank or the Interest Hedging Counterparties may deem advisable from time
to time, and any collateral security at any time held by the Lenders, the

<PAGE>   4
                                                                               4

Issuing Bank or the Interest Hedging Counterparties for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released, all without
the necessity of any reservation of rights against the Pledgor and without
notice to or further assent by the Pledgor, which will remain bound hereunder,
notwithstanding any such renewal, extension, modification, acceleration,
compromise, amendment, supplement, termination, sale, exchange, waiver,
surrender or release. The Agent shall have no obligation to protect, secure,
perfect or insure any other collateral security document or property subject
thereto at any time held as security for the Obligations. The Pledgor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by any Lenders, the Issuing Bank
or any Interest Hedging Counterparties upon this Agreement, and the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred in reliance upon this Agreement, and all dealings between the
Borrower, the Pledgor, the Lenders, the Issuing Bank and the Interest Hedging
Counterparties shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Agreement. The Pledgor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or the Pledgor with respect to the Obligations.

                  8. Rights of the Lenders, the Agent, the Issuing Bank and The
Interest Hedging Counterparties. Neither the Agent nor the Lenders nor the
Issuing Bank nor the Interest Hedging Counterparties shall be liable for failure
to collect or realize upon the Obligations or any collateral security or
guarantee therefor, or any part thereof, or for any delay in so doing nor shall
any of them be under any obligation to take any action whatsoever with regard
thereto. Any or all shares of the Pledged Stock held by the Agent hereunder may,
if a Default has occurred and is continuing, without notice, be registered in
the name of the Agent or its nominee, and the Agent or its nominee may
thereafter without notice, exercise all voting and corporate rights at any
meeting of any corporation issuing any of the shares included in the Pledged
Stock and exercise any and all rights of conversion, exchange, subscription or
any other rights, privileges or options pertaining to any shares of the Pledged
Stock as if it were the absolute owner thereof, including without limitation,
the right to exchange at its discretion, any and all of the Pledged Stock upon
the merger, consolidation, reorganization, recapitalization or other
readjustment of any corporation issuing any of such shares or upon the exercise
by any such issuer or the Agent of any right, privilege or option pertaining to
any shares of the Pledged Stock, and in connection therewith, to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as it may determine, all without liability except to account for
property actually received by it, but the Agent shall have no duty to exercise
any of the aforesaid rights, privileges or options and shall not be responsible
for any failure to do so or delay in so doing. The Agent's right to vote the
Pledged Stock and its other rights under this Section 8 shall constitute an
irrevocable appointment coupled with an interest and shall remain valid and in
effect until the Obligations have been paid in full.

                  9. Remedies. In the event that any portion of the Obligations
has been declared due and payable, the Agent, without demand of performance or
other demand, advertisement or notice of any kind (except the notice specified
below of time and place of public or private sale) to or upon the Borrower or
any other person (all and each of which demands, advertisements and/or notices
are hereby expressly waived), may forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
assign, give option or options to purchase, contract to sell or otherwise
dispose of and deliver said Collateral, or any


<PAGE>   5
                                                                               5

part thereof, in one or more parcels at public or private sale or sales, at any
exchange, broker's board or at any of the Agent's offices or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk, with the right to the Agent, any Lenders, the Issuing Bank or the
Interest Hedging Counterparties upon any such sale or sales, public or private,
to purchase the whole or any part of said Collateral so sold, free of any right
or equity of redemption in the Pledgor, which right or equity is hereby
expressly waived or released. The Agent shall pay over the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care, safekeeping or otherwise of any and all of the
Collateral or in any way relating to the rights of the Agent hereunder,
including reasonable attorney's fees and legal expenses, to the Lenders, the
Issuing Bank and the Interest Hedging Counterparties for application by them to
the payment in whole or in part, of the Obligations in such order as the Agent
may elect, and only after so paying over such net proceeds and after the payment
by the Agent of any other amount required by any provision of law, including,
without limitation, Section 9-504(1)(c) of the Uniform Commercial Code, need the
Agent account for the surplus, if any, to the Pledgor. The Pledgor agrees that
the Agent need not give more than ten days' notice of the time and place of any
public sale or of the time after which a private sale or other intended
disposition is to take place and that such notice is reasonable notification of
such matters. No notification need be given to the Pledgor if it has signed
after default a statement renouncing or modifying any right to notification of
sale or other intended disposition. In addition to the rights and remedies
granted to the Agent, the Lenders, the Issuing Bank and the Interest Hedging
Counterparties in this Agreement and in any other instrument or agreement
securing, evidencing or relating to any of the Obligations, each of the Agent,
the Lenders, the Issuing Bank and the Interest Hedging Counterparties shall have
all the rights and remedies of a secured party under the Uniform Commercial Code
of the State of New York. The Pledgor further agrees to waive and agrees not to
assert any rights or privileges which it may acquire under Section 9-112 of the
Uniform Commercial Code. Notwithstanding anything to the contrary contained
herein or in any other Project Document, the Pledgor shall not be liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay all amounts to which the Lenders, the Issuing Bank and
the Interest Hedging Counterparties are entitled, and the fees of any attorneys
employed by the Agent to collect such deficiency.

                  10. Representations, Warranties and Covenants of the Pledgor.
(i) The Pledgor represents and warrants that:

                  (a) it is the legal record and beneficial owner of, and has
         good and marketable title to, the Pledged Stock subject to no pledge,
         lien, mortgage, hypothecation, security interest, charge, option or
         other encumbrance whatsoever, except the lien and security interest
         created by this Agreement;

                  (b) it has full power, authority and legal right to pledge all
         the Pledged Stock pursuant to this Agreement;

                  (c) the shares of Pledged Stock constitute all the issued and
         outstanding shares of all classes of the capital stock of the Borrower;

                  (d) this Agreement has been duly authorized, executed and
         delivered by the


<PAGE>   6
                                                                               6

         Pledgor and constitutes a legal, valid and binding obligation of the
         Pledgor enforceable in accordance with its terms;

                  (e) no consent of any other party (including, without
         limitation, stockholders or creditors of the Pledgor or the Borrower)
         other than those which have been obtained and no consent, license,
         permit, approval or authorization of, exemption by, notice or report
         to, or registration, filing or declaration with, any governmental
         authority, domestic or foreign, is required to be obtained by the
         Pledgor in connection with the execution, delivery or performance of
         this Agreement;

                  (f) the execution, delivery and performance of this Agreement
         will not violate any provision of any applicable law or regulation or
         of any order, judgment, writ, award or decree of any court, arbitrator
         or governmental authority, domestic or foreign, or of the certificate
         of incorporation or by-laws of the Pledgor or of any securities issued
         by the Pledgor or any of its Subsidiaries, or of any mortgage,
         indenture, lease, contract, or other agreement, instrument or
         undertaking to which the Pledgor or any of its Subsidiaries is a party
         or which purports to be binding upon the Pledgor or any of its
         Subsidiaries or upon any of their respective assets and will not result
         in the creation or imposition of any lien, charge or encumbrance on or
         security interest in any of the assets of the Pledgor or any of its
         Subsidiaries except as contemplated by this Agreement;

                  (g) all the shares of the Pledged Stock have been duly and
         validly issued, are fully paid and non-assessable; and

                  (h) the pledge, assignment and delivery of such Pledged Stock
         pursuant to this Agreement creates a valid first lien on and a first
         perfected security interest in such shares of the Pledged Stock, and
         the proceeds thereof, subject to no prior pledge, lien, mortgage,
         hypothecation, security interest, charge, option or encumbrance or to
         any agreement purporting to grant to any third party a security
         interest in the property or assets of the Pledgor which would include
         the Pledged Stock.

(ii) The Pledgor covenants and agrees that:

                  (a) it shall maintain the security interest created by this
         Agreement as a first, perfected security interest and shall defend such
         security interest against claims and demands of all Persons whomsoever.
         At any time and from time to time, upon the written request of the
         Agent, and at the sole expense of the Pledgor, the Pledgor will
         promptly and duly execute and deliver such further instruments and
         documents and take such further actions as the Agent may reasonably
         request for the purposes of obtaining or preserving the full benefits
         of this Agreement and of the rights and powers herein granted. If any
         amount payable under or in connection with any of the Collateral shall
         be or become evidenced by any promissory note, other instrument or
         chattel paper, such note, instrument or chattel paper shall be
         immediately delivered to the Agent, duly endorsed in a manner
         satisfactory to the Agent, to be held as Collateral pursuant to this
         Agreement;

                  (b) it will have like title to and right to pledge any other
         property at any time hereafter pledged to the Agent as Collateral
         hereunder and will likewise defend the


<PAGE>   7
                                                                               7

         Agent's, the Lenders', the Issuing Bank's and the Interest Hedging
         Counterparties' right thereto and security interest therein;

                  (c) without the prior written consent of the Agent, the
         Pledgor will not enter into any agreement or undertaking restricting
         the right or ability of the Pledgor or the Agent to sell, assign or
         transfer any of the Collateral; and

                  (d) it shall pay, and save the Agent and the Lenders harmless
         from, any and all liabilities with respect to, or resulting from any
         delay in paying, any and all stamp, excise, sales or other taxes which
         may be payable or determined to be payable with respect to any of the
         Collateral or in connection with any of the transactions contemplated
         by this Agreement.

                  11. No Disposition, etc. (i) Without the prior written consent
of the Agent, the Pledgor agrees that it will not sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Collateral; provided, however, that the Pledgor may transfer the Collateral to a
wholly-owned subsidiary of the Pledgor acceptable in all respects to the Agent
and the Lenders in their sole discretion (which discretion shall be exercised by
the Agent and the Lenders in good faith) upon the execution by such subsidiary
in favor of the Agent of a pledge agreement substantially in the form of this
Agreement. (ii) Without the prior written consent of the Agent, the Pledgor will
not create, incur or permit to exist any pledge, lien, mortgage, hypothecation,
security interest, charge, option or any other encumbrance with respect to any
of the Collateral, or any interest therein, or any proceeds thereof, except for
the lien and security interest provided for by this Agreement. (iii) Without the
prior written consent of the Agent, the Pledgor agrees that it will not vote to
enable the Borrower to, and will not otherwise permit the Borrower to, issue any
stock or other securities of any nature in addition to or in exchange or
substitution for the Pledged Stock.

                  12. Registration Rights. (a) If the Agent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section 9
hereof, and if in the opinion of counsel for the Agent it is necessary, or if in
the opinion of the Agent it is advisable, to have the Pledged Stock, or that
portion thereof to be sold, registered under the provisions of the Securities
Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the
Borrower and any other corporation issuing securities included in the Pledged
Stock contemplated to be sold, to execute and deliver, and cause the directors
and officers of each thereof to execute and deliver, all at the Pledgor's
expense, all such instruments and documents, and to do or cause to be done all
such other acts and things as may be necessary or, in the opinion of the Agent,
advisable to register the Pledged Stock, or that portion thereof to be sold,
under the provisions of the Securities Act and to cause the registration
statement relating thereto to become effective and to remain effective for a
period of one year from the date of the first public offering of the Pledged
Stock, or that portion thereof to be sold, and to make all amendments thereto
and/or to the related prospectus which, in the opinion of the Agent, are
necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. The Pledgor agrees to cause the Borrower to
comply with the provisions of the securities or "Blue Sky" laws of any
jurisdiction which the Agent shall designate and to cause the Borrower to make
available to its security holders, as soon as practicable, an earnings statement
(which need not be audited) which will satisfy the provisions of Section 11(a)
of the Securities Act.

<PAGE>   8
                                                                               8

                  (b) The Pledgor recognizes that the Agent, the Lenders, the
Issuing Bank or the Interest Hedging Counterparties may be unable to effect a
public sale of any or all the Pledged Stock by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, but may be
compelled to resort to one or more private sales thereof to a restricted group
or purchasers who will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable to the
seller than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Agent, the Lenders, the Issuing
Bank and the Interest Hedging Counterparties shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to
permit the Borrower to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if the Borrower
would agree to do so.

                  (c) The Pledgor further agrees to do or cause to be done all
such other acts and things as may be necessary to make such sale or sales of any
portion or all of the Pledged Stock valid and binding and in compliance with any
and all applicable laws, regulations, orders, writs, injunctions, decrees or
awards of any and all courts, arbitrators or governmental instrumentalities,
domestic or foreign, having jurisdiction over any such sale or sales, all at the
Pledgor's expense. The Pledgor further agrees that a breach of any of the
covenants contained in this paragraph 12 will cause irreparable injury to the
Lenders, the Issuing Bank and the Interest Hedging Counterparties, that the
Agent, the Lenders, the Issuing Bank and the Interest Hedging Counterparties
have no adequate remedy at law in respect of such breach and, as a consequence,
agrees that each and every covenant contained in this paragraph shall be
specifically enforceable against the Pledgor and the Pledgor hereby waives and
agrees not to assert any defenses against an action for specific performance of
such covenants except for a defense that no Event of Default has occurred under
the Loan Agreement. The Pledgor further acknowledges the impossibility of
ascertaining the amount of damages which would be suffered by the Lenders, the
Issuing Bank and the Interest Hedging Counterparties by reason of a breach of
any of such covenants and, consequently, agrees that, if the Agent, the Lenders,
the Issuing Bank or the Interest Hedging Counterparties shall sue for damages
for breach, it shall pay, as liquidated damages and not as a penalty, an amount
equal to the value of the Pledged Stock on the date the Lenders, the Issuing
Bank or the Interest Hedging Counterparties shall demand compliance with this
paragraph.

                  13. Further Assurances. The Pledgor agrees that at any time
and from time to time upon the written request of the Agent, the Pledgor will
execute and deliver such further documents and do such further acts and things
as the Agent may reasonably request in order to effect the purposes of this
Agreement.

                  14. Severability. Any provision of this Agreement 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.

<PAGE>   9
                                                                               9

                  15. No Waiver; Cumulative Remedies. Neither the Agent nor any
of the Lenders nor the Issuing Bank nor any of the Interest Hedging
Counterparties shall by any act, delay, omission or otherwise be deemed to have
waived any of its or their rights or remedies hereunder and no waiver shall be
valid unless in writing, signed by the Agent on behalf of the Lenders, the
Issuing Bank and the Interest Hedging Counterparties, and then only to the
extent therein set forth. A waiver by the Agent 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, the Lenders, the Issuing Bank or the Interest Hedging Counterparties
would otherwise have on any future occasion. No failure to exercise nor any
delay in exercising, on the part of the Agent, the Lenders, the Issuing Bank or
the Interest Hedging Counterparties, any right, power or privilege hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights or remedies provided by law.

                  16. Waivers, Amendments; Applicable Law. None of the terms or
provisions of this Agreement may be waived, altered, modified or amended except
by an instrument in writing, duly executed by the Agent on behalf of the
Lenders, the Issuing Bank and the Interest Hedging Counterparties. This
Agreement and all obligations of the Pledgor hereunder shall be binding upon the
successors and assigns of the Pledgor, and shall, together with the rights and
remedies of the Agent hereunder, inure to the benefit of the Agent, the Lenders,
the Issuing Bank, the Interest Hedging Counterparties, and their respective
successors and assigns. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

                                            COGENTRIX, INC.


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


<PAGE>   10



                                                                      SCHEDULE 1
                                                                       To Pledge
                                                                       Agreement


                          DESCRIPTION OF PLEDGED STOCK


                  Common Stock of COGENTRIX VIRGINIA LEASING CORPORATION, $1.00
par value; 1,000 shares of which are authorized and 1,000 shares of which are
issued and outstanding, such outstanding shares being represented by stock
certificates as follows:

Certificate                         Certificate                        No. of
    No.                                Date                            Shares
-----------                         -----------                        ------
    2                               June 30, 1986                      1,000


<PAGE>   11




                           ACKNOWLEDGEMENT AND CONSENT


         The undersigned hereby acknowledges receipt of a copy of the Pledge
Agreement, dated as of December 22, 1997 (the "Pledge Agreement"), made by
Cogentrix, Inc. for the benefit of Credit Lyonnais, as Agent for the Lenders,
the Issuing Bank and the Interest Hedging Counterparties referred to in the
Pledge Agreement. Each of the undersigned agrees for the benefit of such parties
referred to in the Pledge Agreement as follows:

         1. The undersigned will be bound by the terms of the Pledge Agreement
and will comply with such terms insofar as such terms are applicable to it.

         2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in paragraph 3 of the Pledge
Agreement.

         3. The terms of paragraph 12(c) of the Pledge Agreement shall apply to
it, mutatis mutandis, with respect to all actions that may be required of it
under or pursuant to or arising out of Section 12 of the Pledge Agreement.

                                      COGENTRIX VIRGINIA LEASING CORPORATION


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

                                      Address for Notices:

                                      9405 Arrowpoint Boulevard
                                      Charlotte, NC  28273-8110
                                      Fax: 704-529-1006
                                      Attn:  General Counsel