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                                                               EXHIBIT NO. 10.57

                              AMENDED AND RESTATED
                                SUBORDINATED NOTE


                                                   April 1, 1991 as amended and
$8,000,000                                        restated as of April 22, 1994


         FOR VALUE RECEIVED, COGENTRIX OF PENNSYLVANIA, INC., a Delaware
corporation (the "Company"), hereby promises to pay to the order of COGENTRIX
DELAWARE HOLDINGS, INC. (the "Payee"), at its office located at 1105 North
Market Street, Suite 1108, Wilmington, Delaware 19899, the principal sum of
EIGHT MILLION DOLLARS ($8,000,000) or such lesser principal amount as may be
from time to time outstanding hereunder, in lawful money of the United States of
America and in immediately available funds, and to pay interest on the unpaid
principal amount of this Note, at such office, in like money and funds, for the
period commencing on the date hereof until such principal amount is paid in
full, at a rate per annum equal to 11.75%.

         The principal of and accrued interest on this Note shall be due and
payable on April 30 and October 31 in each year or, if later, the date on which
cash is available for distribution to the Company from the Borrower's Security
Account pursuant to Section 4.06(b) of the Security Deposit Agreement (as
defined in the Loan Agreement) (each a "Semi-Annual Date"), but only to the
extent of the Company's Excess Project Cash Flow (as defined below) on such
Semi-Annual Date, in an amount equal to the lesser of the amount of the
Company's Excess Project Cash Flow or the outstanding principal amount of, and
accrued and unpaid interest on, this Note as of such date. Notwithstanding the
foregoing, the outstanding principal amount of this Note, together with all
accrued and unpaid interest hereon, shall be due and payable on the Maturity
Date (as defined below). Accrued interest on this Note shall also be payable on
the date the principal of this Note is paid in full. Amounts paid under this
Note shall be applied first to the payment of accrued and unpaid interest on
this Note and second to the payment of the principal hereof.

         As used herein, (a) "Excess Project Cash Flow" shall mean, as of any
date, the lesser of Excess Project Cash Flow (as defined in the Loan Agreement)
for the preceding two fiscal quarters or the amount of cash available for
distribution to the Company from the Borrower's Security Account pursuant to
Section 4.06(b) of the Security Deposit Agreement on such date, and (b)
"Maturity Date" shall mean the date which is the later of March 31, 2005 or the
date on which the Senior Debt referred to below shall have been paid in full.

         Upon the payment of the outstanding principal of and all accrued
interest on this Note, the obligations of the Company under this Note shall
terminate.

         This Note is an amendment and restatement of the Subordinated Note
referred to in the Capital Funds Agreement dated as of August 15, 1989 among
Westinghouse Electric Corporation, successor by merger to Westinghouse Credit
Corporation ("Westinghouse"), the


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Company and Banque Paribas, New York Branch ("Paribas"), as Agent (as amended
and supplemented from time to time, the "Capital Funds Agreement"), and
evidences the Subordinated Loan made by Westinghouse to the Company pursuant to
the provisions of the Capital Funds Agreement, which Subordinated Loan was
assigned and transferred by Westinghouse to the Payee. Capitalized terms used in
this Note have the respective meanings assigned to them in the Capital Funds
Agreement.

         Each holder of this Note, by its acceptance hereof, agrees to and shall
be bound by all the provisions hereof.

Subordination:

         As used herein, the term "Senior Debt" shall mean all indebtedness,
obligations and liabilities of the Company to Paribas and the other Banks (as
hereinafter defined) and to the Agent arising out of or in connection with the
Construction and Term Loan Agreement dated as of June 15, 1989 (as amended or
supplemented from time to time, the "Loan Agreement") among the Company,
Paribas, as Agent, and the banking institutions which are or become parties
thereto (Paribas and said banking institutions being herein called the "Banks"),
including, without limitation, all principal, premium (if any) and interest on
all loans made to the Company under the Loan Agreement and any and all renewals
or extensions thereof (including any interest accruing subsequent to the
commencement of bankruptcy, insolvency or similar proceedings with respect to
the Company), all fees, expenses, costs and other amounts payable by the Company
pursuant to the Loan Agreement, and the Borrower's Interest Hedging Transactions
(as such term is defined in the Loan Agreement). As used herein, the term
"Subordinated Debt" shall mean all principal of and interest on, and any other
amount payable with respect to, this Note.

         Unless and until all Senior Debt shall have been paid in full in
accordance with its terms, the Company will not, directly or indirectly, make or
agree to make:

                  (a) any payment (in cash or property, by set-off or
         otherwise), direct or indirect, of or on account of any principal or
         interest in respect of this Note (or any indebtedness subordinated to
         this Note), and no such payment shall be accepted by any holder of this
         Note, or

                  (b) any redemption, purchase or other acquisition, direct or
         indirect, of this Note (or any indebtedness subordinated to this Note),
         and no holder of this Note shall be a party to any such redemption,
         purchase or other acquisition,

if a Default or an Event of Default (as defined in the Loan Agreement) shall
have occurred and be continuing or if any such action referred to in paragraphs
(a) and (b) above would be in violation of the provisions of Section 6.3 of the
Loan Agreement.

         Upon (i) any acceleration of the principal amount due on this Note or
(ii) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or



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securities, to creditors upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, then and in any
such event all principal, premium (if any), and interest and all other amounts
due or to become due upon all Senior Debt shall first be paid in full before the
holder of this Note shall be entitled to retain any assets so paid or
distributed in respect of the Subordinated Debt evidenced by this Note (for
principal, interest or otherwise); and, upon any such dissolution or winding up
or liquidation or reorganization, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holder of this Note would be entitled, except as otherwise provided
herein, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the holder of this Note if received by it, directly to the holders of
Senior Debt (pro rata to each such holder on the basis of the respective amounts
of Senior Debt held by such holder) or their representatives, to the extent
necessary to pay all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt, before any payment
or distribution is made to the holder of this Note.

         The holder of this Note hereby irrevocably authorizes and empowers
(without imposing any obligation on) each holder of Senior Debt and such
holder's representatives, under the circumstances set forth in the immediately
preceding paragraph, to demand, sue for, collect and receive every such payment
or distribution described therein and give acquittance therefor, to file claims
and proofs of claims in any statutory or nonstatutory proceeding, to vote such
Senior Debt holder's ratable share of the full amount of the Subordinated Debt
evidenced by this Note in its sole discretion in connection with any resolution,
arrangement, plan of reorganization, compromise, settlement or extension and to
take all such other action (including, without limitation, the right to
participate in any composition of creditors and the right to vote such Senior
Debt holder's ratable share of the Subordinated Debt evidenced by this Note at
creditors' meetings for the election of trustees, acceptances of plans and
otherwise), in the name of the holder of this Note or otherwise, as such Senior
Debt holder's representatives may deem necessary or desirable for the
enforcement of the subordination provisions of this Note. The holder of this
Note shall execute and deliver to each holder of Senior Debt and such holder's
representatives all such further instruments confirming the foregoing
authorization, and all such powers of attorney, proofs of claim, assignments of
claim and other instruments, and shall take all such other action as may be
requested by such holder or such holder's representatives in order to enable
such holder to enforce all claims upon or in respect of such holder's ratable
share of the Subordinated Debt evidenced by this Note.

         Should any payment or distribution be collected or received by the
holder of this Note and such collection or receipt is not expressly permitted by
the foregoing provisions, such holder shall forthwith turn over the same to the
holders of the Senior Debt or their representatives in the form received (except
for the endorsement or the assignment of such holder when necessary) and, until
so turned over, the same shall be held in trust by such holder as the property
of the holders of the Senior Debt.

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          If any Senior Debt shall become or be declared to be immediately due
and payable, the unpaid principal amount of and accrued interest on this Note
shall become immediately due and payable, notwithstanding any inconsistent terms
hereof. No holder of this Note shall, without the prior written consent of the
holders of Senior Debt, have any right to demand payment of, or accelerate the
maturity of, or institute any proceedings to enforce any indebtedness evidenced
by, this Note until the Senior Debt is paid in full.

         Until the Senior Debt shall have been paid in full, the holder of this
Note will not, without the prior written consent of the holders of the Senior
Debt, commence or join with any other person in commencing any proceeding
against the Company or any other person with respect to the Subordinated Debt
under any bankruptcy, reorganization, readjustment of debt, dissolution,
receivership, liquidation or insolvency law or statute now or hereafter in
effect in any jurisdiction, nor shall the holder of this Note, without the prior
written consent of the holders of the Senior Debt, participate in any assignment
for the benefit of creditors, compositions, or arrangements with respect to the
Company's debts with respect to the Subordinated Debt.

         Subject to the payment in full of all Senior Debt, the holder of this
Note shall be subrogated to the rights of the holders of Senior Debt to receive
payments or distributions of assets of the Company made on the Senior Debt until
the Subordinated Debt evidenced by this Note shall be paid in full; provided,
however, that nothing herein contained shall be deemed to assign or grant to any
holder of this Note, or subrogate such holder to, any right of a holder of
Senior Debt as a mortgagee, secured party or other lien or pledgeholder to any
property of the Company which secures such Senior Debt.

         Nothing contained in this Note is intended to or shall impair as
between the Company, its creditors other than the holders of Senior Debt, and
the holders of this Note, the obligation of the Company, which is absolute and
unconditional, to pay to the holder of this Note, as and when the same shall
become due and payable in accordance with its terms, principal and interest
hereon, subject to the rights of the holders of Senior Debt as herein provided,
or to affect the relative rights of the holder of this Note and creditors of the
Company other than the holders of Senior Debt.

         The subordination provisions of this Note, the subordination effected
thereby, and the rights of the holders of the Senior Debt, shall not be affected
by (a) any amendment of or addition or supplement to the Loan Agreement or any
Senior Debt or any instrument or agreement relating thereto, (b) any exercise or
non-exercise of any right, power or remedy under or in respect of the Loan
Agreement or any Senior Debt or any instrument or agreement relating thereto, or
(c) any waiver, consent, release, indulgence, extension, renewal, modification,
delay, or other action, inaction or omission in respect of the Loan Agreement or
any Senior Debt or any instrument or agreement relating thereto; whether or not
any holder of this Note shall have had notice or knowledge of any of the
foregoing.

         Each holder of this Note by its acceptance hereof authorizes and
directs the Company on its behalf to take such further action as may be
necessary or appropriate to effectuate the



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subordination as provided herein and appoints the Company its attorney-in-fact
for any and all such purposes.

Limitation on Transfer:

         This Note may not be assigned or transferred except in accordance with
the provisions of Section 5 of the Consent dated as of April 22, 1994 between
the Company and the Banks executed and delivered under the Loan Agreement.

         The provisions of this Note shall be governed by, and construed in
accordance with, the law of the State of New York.


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         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed on its behalf by one of its officers duly authorized thereunto.


                                       COGENTRIX OF PENNSYLVANIA, INC.


                                       By  /s/ Thomas F. Schwartz
                                           -----------------------------------
                                         Name:  Thomas F. Schwartz
                                         Title: Vice President - Finance and
                                                Treasurer


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