Exhibit 4.6

Execution Copy

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LEASE SUBORDINATION AGREEMENT

dated
as of December 7, 2001

by
and among

HOMER
CITY OL1 LLC,
as the Owner Lessor,

GE
CAPITAL CORPORATION,
as the Owner Participant,

EME
HOMER CITY GENERATION L.P.,
as the Facility Lessee

AND

THE
BANK OF NEW YORK
as successor to

UNITED
STATES TRUST COMPANY OF NEW YORK,
as the Security Agent

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LEASE SUBORDINATION AGREEMENT

This LEASE SUBORDINATION AGREEMENT, dated as of December 7, 2001 (this "Agreement"), is by and among HOMER
CITY OL1 LLC, as the Owner Lessor under the Facility Lease referred to below, GE CAPITAL OWNER PARTICIPANT, as the Owner Participant under the Participation Agreement referred to below, EME HOMER CITY
GENERATION L.P., as the Facility Lessee under the Facility Lease referred to below and THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, not in its individual capacity but
solely as the Security Agent under the Lease Indenture (as defined in the Participation Agreement referred to below).

RECITALS

WHEREAS, the holders of the Initial Lessor Notes (as such term is defined in the Participation Agreement) have purchased the Initial Lessor Notes from the Owner
Lessor and have been granted a security interest in the Facility Lease as collateral for the Initial Lessor Notes;

WHEREAS,
contemporaneously herewith EME Homer City Generation L.P. ("Homer City" or the "Facility
Lessee"), a wholly owned subsidiary of Edison Mission Midwest Holdings Co. ("Holdings"), will enter into a transaction pursuant
to the Participation Agreement by and among Homer City, the Owner Lessor, Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as Owner Manager, the Owner
Participant, Homer City Funding LLC, as Lender, the Security Agent and
United States Trust Company of New York, not in its individual capacity but solely as Bondholder Trustee (as amended, modified and supplemented and in effect from time to time, the
"Participation Agreement") whereby Homer City would sell certain of its generating assets to the Owner Lessor and the Owner Lessor would lease such
generating assets to Homer City under the Facility Lease;

WHEREAS,
in connection with the transactions contemplated by the Participation Agreement, the parties hereto will agree to subordinate certain claims against Homer City under the
Participation Agreement and the other Operative Documents to the rights of holders of the Initial Lessor Notes (as defined in the Participation Agreement as of the date hereof and as such term may
hereafter be modified with the consent of the Security Agent); and

WHEREAS,
the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Participation Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE I  DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1Definitions.



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Section 1.2Principles of Construction.Unless otherwise expressly provided herein, the principles of
construction set forth in the Participation Agreement shall apply to this Agreement.

ARTICLE II  SUBORDINATION PROVISIONS

Section 2.1Subordination of Claims.Until all Senior Leveraged Lease Obligations shall have been paid in
full:



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Section 2.2Reliance.All Senior Claims shall conclusively be deemed to have been created, contracted or
incurred in reliance on the subordination provisions contained in this Agreement and all dealings between Homer City, the Subordinated Parties and each of the holders of Senior Claims shall be deemed
to have been consummated in reliance upon the subordination provisions contained herein.

Section 2.3Other Holders.The subordination provisions set forth in this Agreement shall be binding upon
transferees or assignees of each of the Subordinated Parties and upon each other holder of
Subordinated Claims and shall inure to the benefit of transferees or assignees of every holder of the Initial Lessor Notes.

ARTICLE III  WRONGFUL COLLECTIONS

Section 3.1Turnover.Should any payment on account of, or any collateral for any part of, any
Subordinated Claims be received by the Subordinated Party in violation of this Agreement or the provisions ofSection 6.9of the Participation
Agreement, such payment or collateral shall be delivered forthwith to the Security Agent in the same form as so received (with any necessary endorsement). Until so delivered, any such payment or
collateral shall be held by such Subordinated Party in trust for the holders of the Senior Claims and shall not be commingled with other funds or property of such Subordinated Party. The Security
Agent is hereby irrevocably authorized to supply any endorsement or assignment which may have been omitted which the Security Agent may reasonably deem necessary or advisable to enforce its rights
under this Agreement, including, without limitation, authority to receive, endorse and collect all instruments made payable to any Subordinated Party representing any distribution, interest payment or
other payments in respect of the Subordinated Claims.

Section 3.2Survival of Obligation.The obligation of the Subordinated Party to deliver to the Security
Agent any payment or collateral received in connection with any Subordinated Claims, as set forth inSection 3.1, shall survive and shall not be
in any way affected by the result of any (a) insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to Homer City, its
property or its creditors as such, (b) proceeding for any liquidation, dissolution or other winding-up of Homer City, voluntary or involuntary, whether or not involving insolvency
or bankruptcy proceedings, (c) assignment for the benefit of creditors, (d) other marshalling of the assets of Homer City or (e) general meeting of creditors of Homer City, in
each case, under the laws of the United States or any other jurisdiction (any such event, a "Proceeding").

ARTICLE IV  PROCEEDINGS

Section 4.1Commencement of Proceedings.Except to the extent otherwise provided herein, no Subordinated
Party shall commence, or join with any other creditor or creditors of Homer City in commencing, any Proceeding against Homer City without the consent of the Lease Indenture Trustee.

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Section 4.2Payments and Distributions.In the event of any Proceeding, until all Senior Leveraged Lease
Obligations shall have been paid in full, any payment or distribution of any kind or character on account of a Subordinated Claim, whether in cash, property or securities, which, but for the
subordination provisions of this Agreement would otherwise be payable or deliverable upon or in respect of Subordinated Claims, shall instead be paid over or delivered to the Security Agent and no
holder of Subordinated Claims shall be entitled to receive any such payment or distribution or any benefit therefrom.

Section 4.3Enforcement of Subordinated Claims.



(a)Enforcement by the holders of the Senior Claims.At any Proceeding, until all Obligations shall have been
paid in full, the holders of the Senior Claims are hereby irrevocably authorized (but not required) to:



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ARTICLE V  LIMITATION ON ACTIONS

Section 5.1Actions Prohibited.Until all Senior Leveraged Lease Obligations shall have been paid in
full, except as otherwise expressly provided herein or in the other Operative Documents, the Subordinated Parties shall not, without the prior written consent of the Security Agent:



Section 5.2Defense in Action.If the Subordinated Party, in violation of the provisions herein set
forth, shall commence, prosecute or participate in any suit, action, case or Proceeding referred to in Section 5.1, the Owner Lessor may interpose as a defense or plea the provisions set forth
herein, and any holder of any Senior Claims may intervene and interpose such defense or plea in its own name or in the name of the Owner Lessor, and shall, in any event, be entitled to restrain the
enforcement of the provisions of any Subordinated Claims in its own name or in the name of the Owner Lessor, as the case may be, in the same suit, action, case or Proceeding or in any independent
suit, action, case or Proceeding.

ARTICLE VI  SUBORDINATION ABSOLUTE

Section 6.1Survival of Rights.The rights under this Agreement of the holders of Senior Claims as
against the Subordinated Parties shall remain in full force and effect without regard to, and shall not be impaired or affected by:



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The
provisions of thisSection 6.1are not in derogation of, and are not intended to affect in any way, any rights or remedies of,
or available to, the Subordinated Parties that may arise under the other Operative Documents directly or indirectly as a consequences of acts, events or circumstances set forth above.

Section 6.2Waivers.



Section 6.3Assent.Each Subordinated Party hereby irrevocably assents to (a) any renewal,
extension or postponement of the time of payment of any Initial Lessor Notes or any other indulgence with respect thereto, (b) any increase in the amount of any Initial Lessor Notes, subject to
the provisions of the Operative Documents, (c) any substitution, exchange or release of collateral for any Initial Lessor Notes, (d) the addition or release of any Person primarily or
secondarily liable for any Initial Lessor Notes and (e) the provisions of any instrument, security or other writing evidencing any Initial Lessor Notes.

ARTICLE VII  HOMER CITY OBLIGATIONS

The provisions of this Agreement are intended solely for the purpose of defining the relative rights and obligations of the Subordinated Parties and the holders
of Senior Claims. Nothing contained herein

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is intended to affect the relative rights of the Subordinated Parties and creditors of Homer City other than the holders of Senior Claims.

ARTICLE VIII  OPINION OF COUNSEL

Each Subordinated Party shall deliver to the Security Agent an opinion of counsel in form and substance satisfactory to the Security Agent, as to the
enforceability of this Agreement against such Subordinated Party.

ARTICLE IX  RIGHTS OF OWNER LESSOR AND OWNER PARTICIPANT

Neither this Agreement not the provisions herein shall prevent the Owner Participant or the Owner Lessor, as the case may be, from exercising its
Section 9.1 Rights, other than the rights to demand and receive payments on account of Subordinated Claims.

ARTICLE X  TERMINATION

This Agreement shall terminate when all Senior Leveraged Lease Obligations with respect to the Initial Lessor Notes shall have been paid in full.

ARTICLE XI  MISCELLANEOUS PROVISIONS

Section 11.1Waivers, Amendments.



Section 11.2Notices.All notices and other communications provided to any party hereto under this
Agreement shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth below or at such other address or facsimile number as
may be designated by such party in a written notice to the other parties:

Owner
Lessor:
Homer City OL1 LLC
c/o Wells Fargo Bank Minnesota, N.A.
Corporate Trustee Services
MAC; N2691-090

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213 Court Street
Middletown, CT 06457

With a copy to:Wells Fargo Bank Northwest, N.A.
Corporate Trust Services
MAC; U1254-031
Salt Lake City, UT 84111

Owner
Participant:
General Electric Capital Corporation
120 Long Ridge Road
Stamford, CT 06927

Attention:
Manager Energy Portfolio
Telephone: 203-354-4580
Facsimile: 203-357-4890

With a copy to:Amy Fisher, Esq.
General Electric Capital Corporation
120 Long Ridge Road
Stamford, CT 06927

Security
Agent:
The Bank of New York
C/o United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036
Attention: Corporate Trust Administration
Facsimile: 212-852-1625

Homer
City:
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer
Facsimile: 949-752-5624

Any
notice, if mailed and properly addressed with postage prepaid shall be effective five (5) Business Days after being sent or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted (if confirmed).

Section 11.3Severability.Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.4Headings.The various headings of this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of this Agreement or any provisions hereof or thereof.

Section 11.5Execution in Counterparts, Effectiveness.This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

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Section 11.6Governing Law; Entire Agreement.THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

Section 11.7Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

Section 11.8Forum Selection and Consent to Jurisdiction.ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY
HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE
OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.

Section 11.9Waiver of Jury Trial.EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES ENTERING INTO THIS AGREEMENT.

Section 11.10Limitations of Liability of the Independent Manager.It is expressly understood and agreed
by the parties hereto that this Agreement is executed by Wells Fargo, not individually or personally, but solely as Independent Manager under the Lessor LLC Agreement in the exercise of the power and
authority conferred and vested in it as such Independent Manager, that each and all of the representations, undertakings and agreements herein made on the part of the Independent Manager or the Owner
Lessor are intended not as personal representations, undertakings and agreements by Wells Fargo, or for the purpose or with the intention of binding Wells Fargo, personally, but are made and intended
for the purpose of binding only the Lease Indenture Estate, that nothing herein contained shall be construed as creating any liability of Wells Fargo, or any incorporator or any past, present or

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future subscriber to the capital stock of, or stockholder, officer or director of Wells Fargo y, to perform any covenant either express or implied contained herein or in the other Operative Documents
to which the Independent Manager or the Owner Lessor is a party, and that so far as Wells Fargo is concerned, any Person shall look solely to the Lease Indenture Estate for the performance of any
obligation hereunder or thereunder or under any of the instruments referred to herein or therein;provided, that nothing contained in this Sectionshall be
construed to limit in scope or substance any general corporate liability of Wells Fargo as expressly provided in the Lessor LLC
Agreement or in the Participation Agreement.

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IN
WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement to be executed by their respective officers as of the days and year first above written.

| |  | HOMER CITY OL1                                                                                                                                                                                     
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                
| |  | By:                                                                                                                                                                                                
| |  | GE CAPITAL CORPORATION                                                                                                                                                                             
| |  | By:                                                                                                                                                                                                
| |  | EME HOMER CITY GENERATION L.P.By Its General Partner                                                                                                                                               
| |  |                                                                                                                                                                                                    
| |  | By:                                                                                                                                                                                                
| |  | THE BANK OF NEW YORK, AS SUCCESSOR TO THE UNITED STATES TRUST COMPANY, not in its individual capacity, except to the extent provided herein, but solely as Security Agent under the Lease Indenture
| |  | By:                                                                                                                                                                                                

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