Exhibit 4.9

Execution Copy

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THIS MORTGAGE CONSTITUTES A FIXTURE FILING  UNDER THE PENNSYLVANIA UNIFORM COMMERCIAL CODE

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THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES  UP TO A MAXIMUM PRINCIPAL AMOUNT OF $330,000,000  PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS  AS DESCRIBED IN 42 Pa.C.S. §8143

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OPEN-END MORTGAGE, SECURITY AGREEMENT
AND ASSIGNMENT OF RENTS

dated
as of December 7, 2001

from

HOMER CITY OL1 LLC,as the Owner Lessor

to

THE BANK OF NEW YORK,as Security Agent and Mortgagee

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When
recorded return to:
The Bank of New York
c/o The United Sates Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036
Attention: Corporate Trust Administration

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THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES UP TO A MAXIMUM PRINCIPAL AMOUNT OF $330,000,000 PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS AS DESCRIBED IN 42 Pa.C.S.
§8143

OPEN-END MORTGAGE, SECURITY AGREEMENT    AND ASSIGNMENT OF RENTS

THIS OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS(this "Mortgage"), dated as of
December 7, 2001, is made by and betweenHOMER CITY OL1 LLC, a Delaware limited liability company ("Owner
Lessor"), whose address is Wells Fargo Bank Minnesota, N.A., Corporate Trust Services, MAC; N2691-090, 213 Court Street, Middletown, CT 06457, as mortgagor, and THE BANK OF NEW YORKas Security Agent for the Lease Indenture Secured Parties as defined below (the "Security
Agent").

WHEREAS, the Owner Lessor is the ground tenant of an undivided percentage interest (the "Ground
Interest") in the land more particularly described on Schedule I hereto (the "Site") pursuant to the Facility Site Lease
described on Schedule II hereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Facility Site
Lease"), a memorandum of
which Facility Site Lease is recorded
in                        Book            ,
page            in the Office of the Recorder of Deeds for Indiana County, Pennsylvania;

WHEREAS, the Owner Lessor has subleased the Ground Interest to EME Homer City Generation L.P. ("Homer
City") pursuant to the Facility Site Sublease described on Schedule III hereto (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the "Facility Site Sublease"), a memorandum of which Facility Site Sublease is recorded
in                        Book            , page
            in the Office of the Recorder of Deeds for Indiana County, Pennsylvania;

WHEREAS, the Owner Lessor is the fee owner of an undivided 30% interest in the generating facilities located on the Site (the
"Facility") more particularly described in Schedule IV hereto (the "Undivided Interest").

WHEREAS, the Owner Lessor has leased the Undivided Interest in the Facility to Homer City pursuant to a Facility Lease described on
Schedule V hereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Facility Lease"), a
memorandum of which Facility Lease is recorded in            Book            ,
page            in the Office of the Recorder of Deeds for Indiana County, Pennsylvania;

WHEREAS,
Owner Lessor, the Security Agent and The Bank of New York (the "Lease Indenture Trustee") have entered into an Indenture of Trust
and Security Agreement, dated as of December 7, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the "Lease
Indenture"), to provide among other things for the issuance by the Owner Lessor of certain Lessor Notes as defined therein, and for the grant of this Mortgage;

WHEREAS, pursuant to the Lease Indenture, the Security Agent serves as a common representative and to hold the Indenture Estate for the
benefit of the Lease Indenture Secured Parties;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure
(i) the prompt payment of the principal of and interest on, and all other amounts due with respect to, the Lessor Notes from time to time outstanding, and all other amounts owing by Owner
Lessor hereunder or under the Lease Indenture, and the performance and observance by Owner Lessor of all the agreements, covenants and provisions contained in the Operative Documents, and the prompt
payment of all amounts from time to time due or to become due to any Lease Indenture Secured Party under the Operative Documents (collectively the "Lessor Secured
Obligations"), Owner Lessor hereby grants, bargains, sells, conveys, aliens, enfeoffs, confirms, releases, assigns, transfers, pledges and mortgages unto the Security Agent
acting for and on behalf of the Lease Indenture Secured Parties, a first priority security interest in and mortgage lien on all estate, right, title and interest now held or hereafter acquired by the
Owner Lessor in, to and under the

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following described property, rights, interests and privileges, whether now or hereafter acquired, other than Excepted Payments (such property, rights, interests and privileges as are conveyed
pursuant to this granting clause, but excluding Excepted Payments and the rights to enforce and collect the sums as set forth herein, being hereinafter referred to as the
"Indenture Estate"):



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BUT EXCLUDINGfrom the Indenture Estate all Excepted Payments, any and all rights to enforce and collect the same, and SUBJECT TO the
rights of the Owner Lessor and the Owner Participant under the Lease Indenture.

TO
HAVE AND TO HOLD the Indenture Estate unto the Security Agent, forever, provided that if Owner Lessor shall pay and otherwise observe and perform all of the Lessor Secured
Obligations, then this Mortgage and the estate and interests hereby granted, shall cease and be void.

AND
Owner Lessor covenants and agrees with Security Agent as follows:

1.    Payment and Performance.THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES UP TO A MAXIMUM
PRINCIPAL AMOUNT OF $330,000,000 PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS AS DESCRIBED IN 42 Pa.C.S. §8143.    Subject to the terms and conditions of the Lease Indenture,
Owner Lessor shall pay when due and shall observe and perform all of the Lessor Secured Obligations.

2.    Default.Owner Lessor shall not be deemed in default hereunder unless and until a Lease Indenture Event of
Default shall have occurred.

3.    Remedies.Upon the occurrence and continuance of a Lease Indenture Event of Default, Mortgagee may forthwith
exercise, separately, concurrently, successively or otherwise, but only in compliance with the Lease Indenture, any and all rights and remedies available to Mortgagee pursuant to this Mortgage or the
Lease Indenture or available by law, equity or otherwise.

4.    Mortgagee's Right to Perform Obligations.Upon the occurrence and continuance of any Lease Indenture Event of
Default, and in addition to all other rights and remedies available to it, to the extent provided in the Lease Indenture the Security Agent shall have the right, but not the obligation, to perform the
Obligation of Owner Lessor then in default, and to make all advances of funds in connection therewith as the Security Agent deems appropriate, including, without limitation, for the payment of taxes,
assessments, and other charges and costs for the protection of the Indenture Estate or the lien of this Mortgage and expenses incurred by reason of the default of this Mortgage, all of which
expenditures shall be secured by the lien of this Mortgage and payable on demand of Security Agent.

5.    Invalidity.If any term, provision, or condition of the Lease Indenture, Facility Lease, the Facility
Sublease, the Facility Site Lease and/or this Mortgage or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable in any respect, the remainder thereof shall
be construed without such provision and the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, as the case may
be, shall not be affected thereby, and each term and provision thereof shall be valid and enforced to the fullest extent permitted by law.

9.    Governing Law.This Mortgage shall be governed by the laws of the Commonwealth of Pennsylvania.

10.    Lease Indenture.This Mortgage is executed pursuant to the Lease Indenture, and is subject to the rights and
obligations of the Owner Lessor, the Owner Participant and the Security Agent as set forth therein (except to the extent inapplicable by their nature to a mortgage). Capitalized terms used and not
defined herein shall have the meaning given such terms in the Lease Indenture.

11.    Future Advances, 42 Pa. C.S. §8143.This Mortgage shall secure any additional loans as well as
any and all present or future advances and readvances under or in connection with the Lessor Secured Obligations, made pursuant to or in connection with the Lease Indenture to or for the benefit of
Owner Lessor or the Indenture Estate, all of which shall be entitled to the benefits of an Open-End Mortgage under 42 Pa.C.S.A. §8143 and shall have the same lien priority as
if the future loans, advances or readvances were made as of the date hereof including, without limitation: (i) principal,

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interest, late charges, fees and other amounts due under the Lease Indenture, the Lessor Notes, or this Mortgage; (ii) all advances made or costs incurred by Mortgagee for the payment of real
estate taxes, and other charges and costs incurred by Security Agent for the enforcement and protection of the Indenture Estate or the lien of this Mortgage; and (ii) all legal fees, costs and
other expenses incurred by the Security Agent by reason of any Lease Indenture Event of Default.

12.    42 Pa. C.S. §8144.In addition to any other indebtedness secured hereby, this Mortgage secures
unpaid balances of advances made with respect to the Indenture Estate, for the payment of taxes, assessments, and other charges or costs incurred for the protection of the Indenture Estate or the lien
of this Mortgage, and expenses incurred by the Security Agent by reason of default by Owner Lessor under this Mortgage. This Mortgage shall be a lien on the Indenture Estate from the time the Mortgage
is left for record, or the time of delivery to the Security Agent of a Purchase Money Mortgage which is recorded within ten days after its date, for the full amount of the unpaid balances of such
advances that are made under this Mortgage, plus interest thereon, regardless of the time when such advances are or may be made.

IN WITNESS WHEREOF, Owner Lessor has executed this Mortgage as of the date first above written.

| |  | HOMER CITY OL1 LLC
| |  | ------------------
| |  | By:               
| |  | By:               
| |  |                   

I
certify that the precise address
of the within named mortgagee is:



|/s/CHRISTOPHER J. GRELL |  | 
|----------------------- |  | 
|For the mortgagee       |  | 

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|STATE OF NEW YORK  |  | ) |  |     |  | 
|------------------ |  | - |  | --- |  | 
|                   |  | ) |  | ss: |  | 
|COUNTY OF NEW YORK |  | ) |  |     |  | 

To
wit, I, hereby certify, that on this 7 day of December, in the year 2001, before the subscriber, a Notary Public, personally appeared Joseph O'Donnell, the Corporate Trust Officer of
Wells Fargo Bank Northwest, National Association and that he/she, as Corporate Trust Officer of such corporation, acknowledged the foregoing deed to be the act of said corporation as Owner Manager of
Homer City OL1 LLC under theLimited Liability Company Agreementdated as of December 7, 2001.

In
testimony whereof, I have affixed my official seal, this 7 day of December, A.D. 2001.

| |  | /s/ANTHONY CIFRA
| |  | ----------------
| |  | Notary Public   

My
commission expires: September 10, 2005

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[ADD OWNER LESSOR ACKNOWLEDGEMENT]

[ADD
SCHEDULE ILEGAL DESCRIPTION OF SITE]

[ADD
SCHEDULE IIDESCRIPTION OF FACILITY SITE LEASE

[ADD
SCHEDULE IIIDESCRIPTION OF FACILITY SITE SUBLEASE]

[ADD
SCHEDULE IVDESCRIPTION OF THE FACILITY]

[ADD
SCHEDULE VDESCRIPTION OF FACILITY LEASE]

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