Exhibit 4.5

Execution Copy

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OWNER LESSOR SUBORDINATION AGREEMENT

dated
as of December 7, 2001

by
and among

HOMER
CITY OL1 LLC,
as the Owner Lessor,

GENERAL
ELECTRIC CAPITAL CORPORATION,
as the Owner Participant,

AND

THE
BANK OF NEW YORK,

as
successor to

UNITED
STATES TRUST COMPANY OF NEW YORK
as the Lease Indenture Trustee

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This
OWNER LESSOR 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 (the "Owner Lessor"), GENERAL ELECTRIC CAPITAL CORPORATION, as the Owner Participant under
the Participation Agreement referred to below (the "Owner Participant"), and THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY, not in
its individual capacity but solely as the Lease Indenture Trustee under the Lease Indenture.

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"), 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 Lease Indenture Trustee 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, Holdings and Homer City requested the Lender to approve such sale and lease-back of
such generating assets;

WHEREAS,
the Owner Lessor has entered into a loan agreement, dated as of December 7, 2001 (the "Intercompany Loan Agreement"), with
the Owner Participant, pursuant to which the Owner Participant has agreed to make loans (the "Intercompany Loans") to the Owner Lessor from time to time
on the terms and subject to the conditions contained in the Loan Agreement and set forth herein; and

WHEREAS,
as a consideration for the transactions contemplated by the Participation Agreements, the parties hereto will agree to subordinate the Intercompany Loans and all obligations of
the Owner Lessor with respect to Intercompany Loan Agreement to the obligations of the Owner Lessor with respect to the Lessor Notes, Debt Service Letter of Credit and the Lease Indenture.

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

NOW
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties hereto hereby
agrees 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.

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ARTICLE II  SUBORDINATION PROVISIONS

Section 2.1Subordination of Intercompany Loans.Until all Obligations shall have been indefeasibly paid
in full:

(a)  the
Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and
all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created (collectively, "Senior
Claims");

(b)  without
the consent of the Lease Indenture Trustee, the Owner Lessor shall not, directly or indirectly, make any payment of principal or interest on account of, or
transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor may (and upon direction from the Owner Participant shall) make payments (including
prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent permitted to be made pursuant to the terms of
Section 2.1(b) of the Lease Subordination Agreement and clausethirdof Section 3.1 of the Lease Indenture or proceeds from common equity
received from the Owner Participant;

(c)  without
the consent of the Lease Indenture Trustee, the Subordinated Party shall not demand, sue for or accept any payment or collateral in respect of any Subordinated
Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon
the occurrence or during the continuation of an event of default under any promissory notes evidencing Subordinated Claims (collectively, "Subordinated
Notes") or otherwise) or cancel, set off or otherwise discharge any part of any Subordinated Claims; and

(d)  without
the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the Subordinated Party shall otherwise take any action prejudicial to or inconsistent
with the priority position of the Senior Claims over the Subordinated Claims created by this Section 2.1.

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 the Owner Lessor 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 the Subordinated Party and upon each other holder of Subordinated Claims and shall inure to the benefit of transferees or assignees of the Indenture Estate and every other
holder of Senior Claims.

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, such payment or collateral shall be delivered forthwith to the Lease Indenture Trustee for application in
accordance with the Lease Indenture. The Lease Indenture Trustee is irrevocably authorized to supply any required endorsement or assignment which may have been omitted which the Lease Indenture
Trustee may reasonably deem necessary or advisable to enforce its rights under this Agreement. Until so delivered, any such payment or collateral shall be held by the Subordinated Party in trust for
the holders of the Senior Claims and shall not be commingled with other funds or property of the Subordinated Party.

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Section 3.2Survival of Obligation.The obligation of the Subordinated Party to deliver to the Lease
Indenture Trustee any payment or collateral received in connection with any Subordinated Claims, set forth in Section 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 any Owner Lessor, its property or its creditors as such, (b) proceeding for any liquidation, dissolution or other winding-up of any Owner Lessor, 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 any Owner Lessor or
(e) general meeting of creditors of any Owner Lessor, 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.The Subordinated Party shall not commence, or join with any
other creditor or creditors of the Owner Lessor in commencing, any Proceeding against the Owner Lessor without the consent of the Lease Indenture Trustee.

Section 4.2Payments and Distributions.In the event of any Proceeding, until all Obligations shall have
been indefeasibly paid in full, in cash or cash equivalent, any payment or distribution of any kind or character, 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 Lease Indenture Trustee in accordance with
Article III and no holder of Subordinated Claims shall receive any such payment or distribution or any benefit therefrom.

Section 4.3Enforcement of Subordinated Claims.



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ARTICLE V  LIMITATION ON ACTIONS

Section 5.1Actions Prohibited.Until all Obligations shall have been indefeasibly paid in full, the
Subordinated Party shall not, without the prior written consent of the Lease Indenture Trustee:



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ARTICLE VI  SUBORDINATION ABSOLUTE

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



Section 6.2Waivers.



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ARTICLE VII  OWNER LESSOR OBLIGATIONS

The provisions of this Agreement are intended solely for the purpose of defining the relative rights and obligations of the Subordinated Party and the holders of
the Senior Claims. Nothing contained herein (a) is intended to or shall impair, as among the Owner Lessor, its creditors and the Subordinated Party, the obligation of the Owner Lessor, which is
absolute and unconditional, to pay to the Subordinated Party, as and when the same shall become due and payable in accordance with its terms, all amounts payable in respect of the Subordinated Claims,
or (b) is intended to affect the relative rights of the Subordinated Party and creditors of the Owner Lessor other than holders of the Senior Claims.

ARTICLE VIII  MISCELLANEOUS PROVISIONS

Section 8.1Waivers, Amendments.

(a)  The
provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by each
of the parties hereto.

(b)  No
failure or delay in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power
or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any party in any case shall entitle it to any notice or demand in similar
or other circumstances. No waiver or approval under this Agreement shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval
hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Section 8.2Acknowledgment.The Owner Participant expressly acknowledges that it will take all actions
necessary to cause the Owner Lessor to comply withSection 3.4andSection 3.5of the
Lease Indenture.

Section 8.3Notices.Except as otherwise specifically provided herein, all notices, consents, directions,
approvals, instructions, requests and other communications required or permitted by the terms hereof to be given to any Person shall be in writing and shall be deemed to have been duly given or made
when delivered if delivered by hand or courier or when received if sent by mail or telecopy, in each case addressed to the party to which such notice is required or permitted to be given or made
hereunder set forth below its signature hereto, or such other address as may be specified from time to time by such party in a notice to the other parties hereto.

Section 8.4Severability.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.

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Section 8.5Headings.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 8.6Execution 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.

Section 8.7Governing Law; Entire Agreement.THIS AGREEMENT SHALL IN ALL RESPECTS
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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 8.8Successors 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 8.9Forum 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 ORAL 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 SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

Section 8.10Waiver of Jury Trial.EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY 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 8.11Limitations 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
future subscriber to the capital stock of, or stockholder, officer or director of Wells Fargo, to perform

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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 thisSection 8.11shall 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 each caused this Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written.

| |  | HOMER CITY OL1 LLCBy: Wells Fargo Bank Northwest, National
Association, not in its individual capacity,
but solely as Owner Manager under the
Lessor LLC Agreement
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                               
| |  | Address for Notices:                                                                                                                                              
| |  | Homer City OL1 LLC
c/o Wells Fargo Bank Minnesota, N.A.
Corporate Trustee Services
MAC: N2691-090
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                                                                 
| |  | GENERAL ELECTRIC CAPITAL CORPORATION                                                                                                                              
| |  | By:                                                                                                                                                               
| |  | Address for Notices:                                                                                                                                              
| |  | General Electric Capital Corporation
120 Long Ridge Road
Stamford, CT 06927
Attn: Manager, Energy Portfolio
Phone: 203.354.4580
Facsimile: 203.357.4890           

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| |  | With a copy to:
Amy Fisher, Esq.
General Electric Capital Corporation
120 Long Ridge Road
Stamford, Ct 06927                                                                                           
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | BANK OF NEW YORK, as Lease Indenture Trustee                                                                                                                                                           
| |  | By:                                                                                                                                                                                                    
| |  | Address for Notices:                                                                                                                                                                                   
| |  | The Bank of New York
C/o United States Trust Company of New York
114 West 47th Street, 25th Floor
25th Floor
New York, New York 10036
Attention: Corporate Trust Administration
Facsimile: 212-852-1625

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