EXHIBIT 4.13
          UNSECURED SUBORDINATED REDEEMABLE TERM NOTE
          -------------------------------------------
     THE  INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO  THE  PRIOR
PAYMENT IN FULL OF THE SENIOR DEBT (AS HEREINAFTER DEFINED) PURSUANT TO THE
TERMS HEREOF AND TO THE EXTENT PROVIDED HEREIN.

     THIS   NOTE  WAS  ORIGINALLY  ISSUED  IN  A  TRANSACTION  EXEMPT  FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"),  AND  THIS  NOTE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED  IN  THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

     THE  HOLDER HEREOF AGREES FOR THE BENEFIT OF TRIGEN ENERGY CORPORATION (THE
"BORROWER")  THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY  (I)  TO A PERSON OR ENTITY WHO THE  BORROWER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS  DEFINED  IN RULE 144A PROMULGATED UNDER THE
SECURITIES ACT OF 1933), IN A TRANSACTION MEETING THE REQUIREMENTS OF SUCH  RULE
144A, (II) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  RULE  501(a)(1), 501(a)(2), 501(a)(3) OR 501(a)(7) OF REGULATION D
PROMULGATED UNDER THE SECURITIES ACT IN A  TRANSACTION  EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IF AVAILABLE,  (III)  PURSUANT
TO THE EXEMPTION FROM REGISTRATION  UNDER  THE SECURITIES ACT, PROVIDED BY RULE
144  PROMULGATED THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF CASES (I)
THROUGH (IV) ABOVE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE
STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND (B) THE HOLDER HEREOF
SHALL, AND EACH SUBSEQUENT HOLDER HEREOF IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.

     REDEMPTION OF THIS NOTE IS SUBJECT TO THE REQUIREMENTS SET FORTH
HEREIN.

<PAGE>
          UNSECURED SUBORDINATED REDEEMABLE TERM NOTE

$50,000,000.00                               As of December 30, 1998
                                             White Plains, New York

     FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
Trigen  Energy Corporation, a Delaware corporation (the "Borrower"), having
offices  at  One  Water  Street,  White  Plains,  New  York  10601,  hereby
unconditionally  and irrevocably promises to pay to the  order  of  Cofreth
American  Corporation,  a  New  York corporation  (the  "Lender"),  at  the
Lender's offices located at One Water Street, White Plains, New York  10601 or
at such other location as the Lender may designate to the Borrower from time  to
time  (the "Payment Office"), the principal sum of FIFTY  MILLION DOLLARS
($50,000,000.00) (the "Loan Amount"), with interest as  set  forth below,  in
lawful  money of the United States of America,  in  immediately available
funds,  without defense or counterclaim of any kind  whatsoever, upon the
following terms and conditions:

     1.    Interest.   Interest  on  the Loan  Amount  from  time  to  time
outstanding shall accrue for the period commencing from (and including) the date
of this Note to December 31, 2010 (the "Final Payment Date"), at  the per  annum
rate (the "Base Rate") of 7.38%.  All interest under this  Note shall  be
calculated  on the basis of a year of 360 days  for  the  actual number of days
elapsed.

     2.         Principal and Interest Payments.  The Loan Amount shall  be
due and  payable on the Final Payment Date.  The Lender shall make payments of
interest on the Loan Amount accrued in accordance with Section 1 hereof, in
consecutive  quarterly installments (each, an "Interest Payment"), payable on
the  last  day of each applicable calendar quarter (each, an
"Interest Payment  Date",  together with the Final Payment  Date,  each,  a
"Payment Date"), commencing March 31, 1999 (each such quarterly period, an
"Interest Period").  Notwithstanding  any other provision  of  this  Note,
Interest Payments  (or  portions thereof) that are not made by the
Borrower  on  or prior to the applicable Interest Payment Dates up to an amount
(based  upon the  percentage  of  the  Interest Payment not made) equivalent  to
eight Interest Payments shall be added to the Loan Amount for all purposes
hereof as  of the applicable Interest Payment Dates.  No such non-payment of
such Interest  Payments (or portions thereof) at such times shall  be  deemed  a
default  (or, with the passage of time, an Event of Default (as defined  in
Section  6  hereof))  hereunder.  No such unpaid amount  of  such  Interest
Payments  shall be deemed a past due amount hereunder as of the  applicable
Interest Payment Dates.

     3.         Late Payments.  If any portion of the Loan Amount or, except  as
set  forth  in Section 2 hereof, any Interest Payment is not  paid  on  the
applicable Payment Date hereunder, interest on the past due Loan Amount  or the
past due Interest Payment ("Default Interest") shall accrue from  (and
including) the applicable Payment Date at the per annum rate (the  "Default
Rate")  equal to the sum of: (x) the Base Rate, plus (y) two percent  (2%).
Default  Interest shall from time to time be payable on demand, in arrears.
Notwithstanding any demand for payment, acceleration and/or  the  entry  of
judgment  for such sums, Default Interest shall continue to accrue  at  the
Default  Rate on past due portions of the Loan Amount and past due portions of
Interest Payments.  Subject to the right of the Lender to accelerate the
maturity  of this Note in accordance with Section 6 hereof, notwithstanding any
other  provision hereof, interest on the unpaid  (but  not  past  due) portion
of the Loan Amount from time to time outstanding shall accrue,  and be payable
by the Borrower on the Final Payment Date, at the Base Rate.

     4.  Default Payments.  After  the  occurrence  and  during the continuance
of an Event of Default (as defined in Section 6  hereof),  the Loan  Amount,
together with the interest accrued thereon in accordance with Section  1 hereof
(collectively, the "Default Amount"), shall bear interest from  (and  including)
the  date of default at  the  Default  Rate,  which interest  shall  from  time
to  time be payable  on  demand,  in  arrears. Notwithstanding any demand for
payment, acceleration and/or  the  entry  of judgment  for  such sums, interest
shall continue to accrue on  the  unpaid Default  Amount  at the Default Rate.
Any payments made  by  the  Borrower following  any  default under this Note
shall be applied first  to  Default Interest  due  and owing, then to the costs
and expenses  incurred  by  the Lender under Section 10 hereof, then to the
Interest Payments due and owing and lastly to the Loan Amount then outstanding.

     5.  Prepayments; Business Day.  All prepayments of the  Loan  Amount shall
be made together with payment of all interest accrued on the  amount prepaid,
but  without premium or penalty.  Whenever any payment  hereunder shall  be
stated to be due, or whenever the last day of any Interest Period would
otherwise occur, on a day that is not a Business Day (as hereinafter defined),
such  payment shall be made, and the last day of  such  Interest Period shall
occur, on the next succeeding Business Day, and such extension of  time  shall
in such case be included in the computation of  payment  of interest.  For
purposes of this Note, "Business Day" means a  day  of  the year on which banks
in New York City are not authorized or required by  law (including  executive
order) to close and on  which  the  New  York  Stock Exchange is not closed.

     6.  Event of Default.  In the event (each, an "Event of Default") of: (a)
(i)  a  change  in  control  of the Borrower  (where  "control"  means
possession,  directly  or  indirectly, of power  to  direct  or  cause  the
direction      of  management  or  policies  (whether  through  ownership of
securities  or  partnership or other ownership interests,  by  contract or
otherwise))  (provided  that  a change of control  shall  not  include any
transfer  of securities of the Borrower to any majority-owned affiliate of the
ultimate parent entity of the Lender), (ii) the failure of the Borrower to  pay
any past due portion of the Loan Amount or any past due portion of any  Interest
Payment to the Lender after the receipt by the Borrower of notice  from  the
Lender of such late payment, (iii) the failure  of  the Borrower  to pay any
other indebtedness of the Borrower to the Lender  when due  after  the receipt
by the Borrower of notice from the Lender  of  such late  payment,  (iv)  any
bond,  debenture,  note  or other  evidence of indebtedness  issued or
guaranteed by the Borrower in the aggregate  amount of  $5  million  or  more
shall have been declared to be  due  and  payable immediately  and  such
acceleration  shall  not have  been  rescinded or annulled;  (v)  the
commencement of any proceeding under any bankruptcy or insolvency laws (but
only, in the case of an involuntary proceeding, if the proceeding  has  not
been  dismissed or stayed  within  60  days  of  its commencement)  against  the
Borrower or by the  Borrower  with  respect to itself,  (vi) the appointment of
a receiver, trustee or liquidator  of  any part  of  the property of the
Borrower, (vii) a general assignment for  the benefit  of creditors of the
Borrower or (viii) the Borrower being  unable, or admitting in writing its
inability, to pay its debts as they mature; and (b)  the  Borrower  shall not
cure such default within 18  months  of  such occurrence  (provided that, if no
Senior Debt is outstanding,  or  if  all Senior  Debt  is repaid during the
foregoing cure period, such cure  period shall  be 30 days, or 30 days from the
date all such Senior Debt is repaid, as the case may be),

THEN  the  Borrower shall be in default hereunder and an Event  of  Default
shall have occurred, and thereupon, subject to the limitations contained in
Section  8 of this Note, the entire balance outstanding hereunder shall be
immediately due and payable.  Subject to such limitations, the Lender shall
thereupon have the option at any time and from time to time to exercise any or
all  of its rights and remedies set forth herein or otherwise available at law
or in equity.

     7.    Redemption of Note.  (a) Subject to and upon compliance with the
provisions of this Section 7, this Note may be redeemed in whole or in part at
the  option of the Lender on or after any Redemption Date with the  net proceeds
of  any  Equity Sale ("Equity Proceeds").  For purposes  of  this Note,
"Redemption Date" means the effective date of any  Equity  Sale  (as hereinafter
defined) following the date hereof by the Borrower, and "Equity Sale" means any
distribution of Common Stock, par value $.01 per share, of the  Borrower,
whether pursuant to an offering registered under  the  U.S. Securities  Act  of
1933,  as  amended,  and  the  rules  and  regulations promulgated  thereunder,
or  pursuant to any  offering  exempt  from  such registration; provided that
"Equity Sale" shall not include the issuance or sale  of  any shares of Common
Stock to any employees or directors  of  the Borrowers  pursuant to any employee
benefit plans, stock  option  plans or similar arrangements.

     (b)   The  Borrower  shall,  not  less  than  20  days  prior  to  any
anticipated  Redemption  Date,  notify  the  Lender  in  writing  of  such
Redemption Date (the "Redemption Notice").

     (c)   The  Lender shall notify the Borrower not less than  3  Business Days
prior to the Redemption Date set forth in the Redemption Notice of the exercise
of the Lender's option to cause the Borrower to redeem this  Note, in whole or
in part.  Such notice of the Lender shall set forth the amounts due,  owing and
outstanding under this Note (collectively, the "Outstanding Amounts") that are
to be redeemed or otherwise paid by the Borrower on  the Redemption Date.  In
the event that not all the Outstanding Amounts are to be  redeemed  or  paid,
the Outstanding Amounts shall  be  retired  in  the following order of priority:
first, Default Interest due and owing, if any, then  to  the  costs and expenses
incurred by the Lender under  Section 10 hereof,  if any, then to the Interest
Payments due and owing and lastly  to the         Loan  Amount  then
outstanding.   The  Borrower  shall  satisfy  its
redemption  obligation  hereunder on the Redemption  Date  at  the  Payment
Office,  but solely out of Equity Proceeds; in no event shall any funds  of the
Borrower  other than Equity Proceeds be applied to the  redemption  in whole or
in part of this Note.

     (d) In the event all the Outstanding Amounts are to be redeemed, the Lender
shall surrender this Note, duly endorsed or assigned to the Borrower or in blank
at the Borrower's address first set forth above.

     (e)       Absent manifest error, the books and records of the Lender with
respect to this Note and the Outstanding Amounts shall be binding upon the
Borrower  and  the  Lender  with respect to the level  of  the Outstanding
Amounts at all times prior to, on and following the Redemption Date.

     (f)  In addition to the Redemption Notice, the Borrower shall cause to be
contemporaneously provided to the Lender all notices  with  respect  to each
Equity Sale at the time that such notices are provided to the  public generally.

     8.        Subordination.  (a)  Generally.  The Subordinated Debt shall
be and hereby is expressly made subordinate and junior in right of payment to
all  Senior  Debt  to  the  extent and in  the  manner  provided  in these
subordination provisions.  These subordination provisions are made for  the
benefit  of  the holders of Senior Debt, and such holders are hereby  made
obligees  hereunder with the same effect as if their names were written  as such
in these subordination provisions and any such holder or all of  them may
proceed  to enforce such provisions.  The Lender waives  any  and  all notice
of  the creation or accrual of any such Senior Debt and  notice  of proof of
reliance upon these subordination provisions by any holder of  any Senior  Debt.
These subordination provisions shall be  binding  upon  the Lender  and  any
successors and assigns of the Subordinated  Debt  and  any interest therein, and
the Senior Debt shall conclusively be deemed to  have been  created,
contracted or incurred in reliance upon these subordination provisions  and all
dealings between the Borrower and the holders  of  any such  Senior Debt so
arising shall be deemed to have been  consummated  in reliance upon these
subordination provisions.

(b)       Certain  Definitions.  As used in this Section 8, the
following terms have the meanings set forth below:

          "Financial  Debt"  of  the  Borrower  means  (i)  any   and all
obligations  of  the  Borrower  under  or  in  respect  of  the   Loan
Agreements, (ii) any indebtedness of the Borrower evidenced by  bonds,
debentures, notes or similar instruments, and (iii) any obligation  of the
Borrower  in  respect of guaranties issued  by  the  Borrower  or letters of
credit issued for the account of the Borrower to assure  or secure payment of
indebtedness for borrowed money of others.

          "Indefeasibly  Paid" means, with respect to  the  making  of  any
payment on or in respect of any Senior Debt, a payment of such  Senior Debt in
full which is not subject to avoidance under Section  547  of the
United  States  Bankruptcy Code or any  other  law  or  equitable principle.

          "Loan  Agreements" means the Revolving Credit Facility, dated  as of
April 4, 1997, and the 364-Day Revolving Credit Facility, dated as of June 10,
1997, each among the Borrower, the banks and other lenders from time  to time
parties thereto and Societe Generale,  as  Issuing Bank  and as Agent, in each
case as amended through the date  of  this Note  and as the same may be further
amended, modified or supplemented from time to time hereafter.

          "Proceeding"  means any (i) insolvency, bankruptcy, receivership,
liquidation,  reorganization,  readjustment,  composition   or   other similar
proceeding  relating to the Borrower,  its  property  or  its creditors as such,
(ii) proceeding for any liquidation, dissolution or other winding-up of the
Borrower, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii)  assignment for the
benefit of creditors of the Borrower or (iv) other marshalling of the assets of
the Borrower.

     "Senior  Debt"  means  the  principal of,  premium,  if  any  and interest
on,  and any and all other amounts payable  to  the  holders thereof  in
connection with, (i) any Financial Debt of  the  Borrower that is  not  by  its
terms, made subordinated to  all  other  senior unsecured indebtedness of the
Borrower and (ii) any other indebtedness of  the Borrower that by its express
terms is stated to be Senior Debt of     the Borrower  for  purposes  of  this
Note,  including  without limitation, in each case referred to in clause (i) or
clause (ii), any interest accruing thereon at the legal rate after the
commencement  of any  Proceeding  and any additional interest that would  have
accrued thereon but for the commencement of such Proceeding.

     "Senior Event of Default" means, with respect to any Senior  Debt
outstanding in an aggregate principal amount of $500,000 or  more,  an "event of
default" or similar event, howsoever defined, the occurrence of which  permits
the holder or holders of such Senior  Debt,  or  a trustee for such holders, to
accelerate such Senior Debt or to  demand that such Senior Debt be immediately
paid in full.

     "Lender"  means the payee of this Note and any assignee or  other holder
from time to time of Subordinated Debt.

     "Subordinated Debt" means the principal indebtedness evidenced by this
Note,  together with all interest hereon and all  other  amounts payable
by the Borrower under or in respect of this Note pursuant  to the terms hereof.

     (c)    Subordination  of  Subordinated  Debt  Principal.   Except  for
Redemption  in whole or in part of this Note with the proceeds  of  one  or more
Equity  Sales as provided in Section 7, above, no direct or  indirect payment,
purchase or redemption (in cash, property or securities or by set off  or
otherwise) shall be made or agreed to be made on  account  of  any principal
portion of the Subordinated Debt, or as a sinking fund  for  any Subordinated
Debt, or in respect of any redemption, retirement, purchase or other acquisition
of any of the principal portion of the Subordinated Debt, unless  and until all
amounts then outstanding under the Senior Debt  shall have been Indefeasibly
Paid.

(d)    Subordination  of  Subordinated  Debt  Payments.     Without limiting the
provisions of Section 8(c):

     (i)  Upon receipt by the Lender of a notice from the Company  or any holder
of Senior Debt that there exists a Senior Event of Default in respect  of  such
Senior  Debt, no direct  or  indirect  payment, purchase or redemption (in cash,
property or securities or by  set-off or otherwise)  shall be made or agreed to
be made on account  of  any Subordinated Debt, or as a sinking fund for any
Subordinated Debt,  or in respect  of  any  redemption,  retirement, purchase or
other acquisition of any of the Subordinated Debt, in respect of all or  any
portion  of  the Subordinated Debt unless and until the  Lender  shall have
received written notice from such holder of Senior Debt, or  the agent or
trustee of such holder, that such Senior Event of Default has been cured or
waived.

     (ii) The holders of the Senior Debt shall be entitled pro rata in
accordance with the principal amounts of Senior Debt then held by them and
subject  to  the  priorities, if any, then  existing  among  such holders to
vote all claims of or in respect of the Subordinated  Debt in  any Proceeding.
Notwithstanding the foregoing, in the event  that the  holders of the Senior
Debt shall allow the Lender to  retain  the right  to vote and otherwise act in
any Proceeding (including, without limitation, the right to vote to accept or
reject any plan of  partial or  complete liquidation, reorganization,
arrangement, composition  or extension), the Lender shall not vote with respect
to any such plan or take any other action in any way so as to contest (A) the
validity  of any liens or security interests granted to, or for the benefit of,
the holders of any Senior Debt, (B) the relative rights and duties of  the
holders  of  the Senior Debt, or (C) the enforceability of the  Senior Debt or
these subordination provisions.

     (iii)           In   connection  with  any  Proceeding,  the   Lender
irrevocably authorizes the holders of the Senior Debt, or any of them, to
demand,   sue  for,  collect  and  receive   all   payments and distributions,
to give acquittance therefor and to  take  such  other actions  as  such
holders of the Senior Debt may  deem  necessary  or advisable for the
enforcement of these subordination provisions.  Such payments and distributions
shall then be distributed among holders  of Senior Debt pro rata in accordance
with such holders' allowable claims in such  Proceeding.  The Lender further
agrees duly and promptly  to take such action as may be requested at any time or
from time to time by the holders of the Senior Debt, to file appropriate proofs
of claim in  respect of the Subordinated Debt, and to execute and deliver  such
powers   of attorney,  assignments  or  proofs  of  claim  or   other
instruments as may be requested by the holders of the Senior Debt, all as  may
be necessary or advisable to enable such holders of the Senior Debt  to enforce
any  and  all claims upon  or  in  respect  of  the Subordinated Debt and to
receive any and all payments      or distributions.

     (e)  Turnover of Improper Payments.  If any payment or distribution of any
character  or  any  security, whether in  cash,  securities  or  other property
shall be received by the Lender in contravention of  any  of  the terms hereof,
such payment or distribution or security shall be received in trust  for  the
benefit  of the holders of the Senior  Debt  at  the  time outstanding  in
accordance with the priorities then  existing  among  such holders,  and  shall
be paid over or delivered and transferred,  with  any necessary  endorsement, to
the Borrower for application to the  payment  of all  Senior Debt remaining
unpaid, to the extent necessary to pay all  such Senior Debt in full.

     (f)   No  Prejudice  or  Impairment.   (i)  The  rights  under  these
subordination provisions of the holders of any Senior Debt as  against  the
Lender  shall remain in full force and effect without regard to, and  shall not
be impaired or affected by:

     (A)  any act or failure to act on the part of the Borrower; or

     (B)  any  extension or indulgence in respect of any payment or
prepayment  of  any Senior Debt or any  part  thereof  or  in respect  of any
other amount payable to any holder of any  Senior Debt; or

     (C)  any  amendment, modification or waiver of, or addition or
supplement  to,  or  deletion from, or  compromise,  release, consent  or other
action in respect of, any of the terms  of  any Senior Debt; or

     (D)  any  exercise  or non-exercise by the  holder  of  any Senior
Debt of any right, power, privilege or remedy under or  in respect of such
Senior Debt or these subordination provisions, or any  waiver of any such right,
power, privilege or remedy  or  of any default in respect of such Senior Debt or
these subordination provisions,  or any receipt by the holder of any Senior
Debt  or any security, or any failure by such holder to perfect a security
interest  in, or any release by such holder of, any security  for the payment of
such Senior Debt, or

     (E)  any merger or consolidation of the Borrower or any of its
subsidiaries  into or with any other person,  or  any  sale, lease or transfer
of any or all of the assets of the Borrower or any of its subsidiaries to any
other person; or

     (F)  absence of any notice to, or knowledge by, any  holder of the
Subordinated Debt of the existence or occurrence of any of the matters or
events set forth in the foregoing subdivisions (A) through (E); or

     (G)  any other circumstances.

     (ii) The Lender unconditionally waives: (A) notice of any of  the matters
referred to in Section 8(f)(i), (B) to the extent permitted by law, all notices
which may be required, whether by statute,  rule  of law
or otherwise, to preserve intact any rights of any holder of  any Senior Debt
against the Borrower, including, without limitation,  any demand, presentment
and protest, proof of notice of nonpayment  under any  Senior Debt,  (C)  any
right to the enforcement,  assertion or exercise  by  any holder  of any Senior
Debt  of  any  right,  power, privilege  or remedy conferred in such Senior
Debt, or otherwise,  (D) any  requirement of diligence on the part of any holder
of any of  the Senior  Debt,  (E) any requirement on the part of any  holder  of
any Senior Debt to mitigate damages resulting from any default under  such
Senior  Debt,  and  (F)  any notice of any  sale,  transfer  or  other
disposition of any Senior Debt by any holder thereof.

     (iii)     The obligations of the Lender under these subordination
provisions  shall continue to be effective, or be reinstated,  as  the case may
be, if at any time any payment in respect of any Senior Debt, or  any other
payment to any holder of any Senior Debt in its capacity as such, is rescinded
or must otherwise be restored or returned by the holder  of such Senior Debt
upon the occurrence of any Proceeding,      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 any substantial  part of its property, or
otherwise, all  as  though  such payment had not been made.

     (g)   Subrogation.  The Lender shall not have any subrogation or other
rights  as  the holder of a Senior Debt, and the Lender hereby  waives  all such
rights  of subrogation and all rights of reimbursement  or  indemnity whatsoever
and all rights of recourse to any security for any Senior  Debt, until  such
time as all the Senior Debt shall be Indefeasibly Paid and  all of  the
obligations of the Borrower under or in respect of the Senior  Debt shall  have
been  duly performed.  From and after the time  at  which  all Senior Debt have
been Indefeasibly Paid, the Lender shall be subrogated to all rights of any
holders of Senior Debt to receive any further payments or distributions
applicable to the Senior Debt until  the  Subordinated  Debt shall   have  been
Indefeasibly  Paid,  and  for  the  purposes  of such subrogation, no payment or
distribution received by the holders  of  Senior Debt  of cash, securities or
other property to which the Lender would  have been  entitled except for these
subordination provisions shall, as  between the  Borrower and its creditors
other than the holders of Senior  Debt, on the  one  hand, and the Lender, on
the other, be deemed to be a payment or distribution by the Borrower to or on
account of the Senior Debt.

     (h)   Limitation  on Actions.  The Lender, by its acceptance  of  this
Note,  agrees  and  undertakes that, upon the occurrence  of  an  Event of
Default  under  this Note, unless and until the principal  portion  of  all
Senior Debt shall have been accelerated:

     (i)   The  Lender shall not (A) accelerate all or any portion of
the  Subordinated  Debt, (B) take any action to foreclose  or  realize upon any
collateral  securing  the Subordinated  Debt  or  otherwise enforce this Note,
(C) take, obtain or hold (or permit anyone  acting on  its behalf  to take,
obtain or hold) any assets of the  Borrower, whether  as a result of any
administrative, legal or equitable action, or (D) otherwise commence,  prosecute
or  participate in any administrative,  legal  or equitable  action  against
the    Borrower relating to the Subordinated Debt, provided, however, that
anything in these   subordination provisions   contained   to   the  contrary
notwithstanding.

     (X)  The  Lender, may, but not more than one year prior  to the expiration
of any applicable limitation period  provided  by any applicable statute of
limitation, (1) accelerate all or  any portion  of the  Subordinated  Debt
and/or  (2)  commence and prosecute  to  judgment any  action necessary  to
enforce  such Subordinated Debt against the Borrower, but the Lender shall  not
take any action to enforce or collect any judgment so obtained or to  enforce
any  lien of the Subordinated Debt unless  expressly permitted by these
subordination provisions, and

     (Y)  in  the event that any Proceeding is commenced  by  or against
the Borrower, the Lender may appear as a party  in  such action  or proceeding
and assert and perfect  his  rights  with respect  to  such Subordinated Debt
provided that, in so  acting, the  Lender shall recognize the rights of the
holders  of  Senior Debt  under  these  subordination provisions, including,
without limitation,  the  right  to vote the claim represented  by  such
Subordinated  Debt  to  the  extent necessary  to enforce  these subordination
provisions.

     (ii)  If  the Lender, in violation of the provisions  herein set forth,
shall  commence, prosecute or participate  in  any  suit, action, case  or
proceeding against the Borrower, the  Borrower  may interpose  as a defense or
plea the provisions set forth  herein,  and any holder of any Senior Debt may
intervene and interpose such defense or  plea in its own name or in the name of
the Borrower, and shall, in any  event,  be entitled to restrain the enforcement
of  the  payment provisions  of  this Note in its own name  or  in  the  name
of  the Borrower,  as  the  case may be, in the same suit,  action,  case  or
proceeding or in any independent suit, action, case or proceeding..

     (i)   Accrual of Interest; Addition of Interest to Principal.  Nothing
contained in this Section 8 shall be deemed to limit or impair the  accrual of
interest on this Note or the addition of accrued and unpaid interest on this
Note to the principal of this Note, in each case to the maximum extent permitted
hereunder or under applicable law.

     9     Waiver.  The  Borrower  hereby waives  diligence,  presentment,
protest, demand for payment and notice (including, without limitation,  any and
all  notices of default arising under Section 6 hereof)  of  any  kind
whatsoever.

     10    Costs  and  Expenses.   The Borrower hereby  agrees  to  pay  or
reimburse the Lender for all reasonable costs, expenses or losses  incurred by
the  Lender  in  connection with the collection or enforcement  of  the
provisions hereof or of its rights in connection with this Note (whether or not
any  formal  action or proceeding is commenced),  including,  but  not limited
to,  the  reasonable legal or collection  fees  and  disbursements incurred by
the Lender.

     11    No  Waiver.  No course of dealing between the Borrower  and  the
Lender  or  any  failure, delay or omission on the part of  the  Lender  in
exercising any right hereunder shall operate or be construed as a waiver of such
right  or any other right hereunder at any other time or times. The waiver  by
the Lender of a breach or default of any provision of this  Note shall  not
operate or be construed as a waiver of any subsequent breach  or default thereof
or any other breach or default hereunder at any other  time or times.

     12   Governing  Law.  This Note shall be governed  by  and  construed
under  the  laws  of  the  State of New York  and,  in  any  litigation  in
connection  with  this Note, the Borrower hereby consents  to  and  confers
personal  jurisdiction on the courts of the State of New York  and  on  the
Federal  courts therein and expressly waives any objection as to  venue  in any
of such courts.

     13   Successors  and Assigns.  This Note shall be  binding  upon  the
Borrower and its successors and inure to the benefit of the Lender and  its
successors and assigns.

     14   Notices.  All  notices  and other communications  provided  for
hereunder  shall be in writing and mailed or delivered to the  Borrower  or the
Lender, as applicable, at its address set forth above or, as  to  each such
party, at such other address as shall be designated by such party in a written
notice  to  the other party.  All such notices and  communications shall  when
mailed  be  effective when deposited in  the  mails  and  when delivered be
effective upon delivery.

     15   Severability.  The provisions of this Note are severable and the
invalidity or unenforceability of any provision shall not alter  or  impair the
remaining provisions of this Note.

     16   Headings.  Section headings in this Note are included herein for
convenience of reference only and shall not constitute a part of this  Note for
any other purpose.

                    TRIGEN ENERGY CORPORATION

                    By:    /s/  Stephen T. Ward
                    --------------------------
                    Name:  Stephen T. Ward
Title: Treasurer
ATTEST:
_______________________________
(Corporate Seal)