EXHIBIT 4.10 Amendment No. 1 dated as of September 22, 1998 to the 364-Day Revolving Credit Facility dated as of June 10. 1997 Reference is made to that certain 364-Day Revolving Credit Facility, dated as of June 10, 1997, (as amended the "364-Day Revolving Credit Facility") among Trigen Energy Corporation the "Borrowers"), Societe Generale (the "Issuing Bank and Agent") and the banks listed on the signature pages thereof. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the 364-Day Revolving Credit Facility. The undersigned agree as follows: 1. Article 1, Section 1.08 (c) is hereby amended to read as follows: "(c) Utilization Fee. If on any day the sum of the outstanding aggregate principal amount of: (i) the Loans, Unreimbursed Letters of Credit Obligations and the aggregate of all Letter of Credit Amounts, and (ii) the Loans, Unreimbursed Letters of Credit Obligations, and the aggregate of all Letters of Credit Amounts as defined under the Other Credit Facility, exceeds $160,000,000, the Borrower shall pay to the Agent for the account of each Bank, a Utilization Fee. The Utilization Fee shall be paid quarterly in arrears on the last day of each calendar quarter and on the Repayment Date". 2. The definition of "Utilization Fee" in Article 10, Section 10.01 is added in its entirety as follows: "Utilization Fee" means the fee of 1.25% per annum of the aggregate daily amount of the Loans, Letters of Credit Amounts and Unreimbursed Letter of Credit Obligations as described in Section 1.08(e) of this Facility." 3. Except as expressly amended herein (which Amendment shall be effective only in the specific instances and for the specific purposes provided herein) whenever the term "Facility" is used in the Agreement or the term "364-Day Revolving Credit Facility" is used in the Agreement and the other Loan Documents it shall be deemed to refer to and mean the 364-Day Revolving Credit Facility, as amended by this Amendment, and as the same may be subsequently amended or modified find time to time. 4. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed to be an original with the same effect as if the signature thereto and hereto were upon the same instrument. 5. This Amendment No. 1 and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York (without giving effect to its choice of law principles over than Section 5-1401 of the General Obligations Law). 6. This Amendment No. 1 shall be effective on the date first above written. IN WITNESS WHEREOF the undersigned have executed this Amendment No 1 as of this 22nd day of September, 1998. TR1GEN ENERGY CORPORATION, Company By: /s/ Stephen T. Ward Name: Stephen T. Ward Title: Treasurer SOCIETE GENERALE, NEW YORK BRANCH, Issuing Bank and Agent By: /s/ Betty Burg Name: __Betty Burg Title: Director COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE, Bank By: /s/ Albert Calo/E. Longuet Name: Albert Calo/E. Longuet Title: Vice Pres./Vice Pres. UNITED MISSOURI BANK, N.A., Bank By: /s/ David A. Proffitt Name: David A. Proffitt Title: Senior Vice President CREDIT LOCAL DE FRANCE, Bank By: /s/ James R. Miller/Timothy Ononin Name: James R. Miller/Timothy Ononin Title: Gen'l Mgr./Asst. Vice President MELLON BANK, N.A., Bank By: /s/ Peyton R. Latimer Name: Peyton R. Latimer Title: Senior Vice President THE DAI-ICHI KANGYO BANK, LTD., Bank By: _/s/ Andreas Panteli Name: Andreas Panteli Title: Senior Vice President NATEXIS BANQUE, Bank By: /s/ Pieter J. van Tulder/John Rigo Name: Pieter J. van Tulder/John Rigo Title: VP & Mgr. / Asst. VP CREDIT COMMERCIAL DE FRANCE, Bank By: _/s/ J.J. Salomon/Janine M. Ayoub Name: _J.J. Salomon/Janine M. Ayoub Title: _Senior VP/Asst. Treas.