Supplement to Borrower Stock Pledge Agreement           supplement Sample Contracts

SUPPLEMENT TO BORROWER STOCK PLEDGE AGREEMENT
Supplement to Borrower Stock Pledge Agreement           supplement • November 14th, 2002 • Cogentrix Energy Inc • Electric services • New York

SUPPLEMENT, dated as of September 6, 2002 (this "Supplement"), to the BORROWER STOCK PLEDGE AGREEMENT, dated as of September 8, 1999, as amended by Amendment No. 1 thereto, dated as of December 19, 1999 (as so amended, the "Pledge Agreement"), made by Cogentrix Delaware Holdings, Inc., a Delaware corporation (the "Pledgor") in favor of Dresdner Bank AG, New York Branch, as administrative agent for the lenders referred to under the Existing Credit Agreement, dated as of September 8, 1999, referred to below.

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