Exhibit 10.16.4  Execution Copy

AMENDED
AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

made
by

EME
HOMER CITY GENERATION L.P.

in
favor of

THE
BANK OF NEW YORK
as successor to

UNITED
STATES TRUST COMPANY OF NEW YORK,
as Collateral Agent

Dated
as of December 7, 2001

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TABLE OF CONTENTS

|                                              |  |      |  |                                                                    |  | Page
|--------------------------------------------- |  | ---- |  | ------------------------------------------------------------------ |  | ----
|SECTION 1. DEFINED TERMS                      |  | 1   
|                                              |  | 1.1  |  | Definitions                                                        |  | 1   
|                                              |  | 1.2  |  | Other Definitional Provisions                                      |  | 2   
|SECTION 2. PLEDGE; GRANT OF SECURITY INTEREST |  | 3   
|SECTION 3. REPRESENTATIONS AND WARRANTIES     |  | 3   
|                                              |  | 3.1  |  | Title; No Other Liens                                              |  | 3   
|                                              |  | 3.2  |  | Perfected First Priority Liens                                     |  | 3   
|                                              |  | 3.3  |  | Chief Executive Office                                             |  | 3   
|SECTION 4. COVENANTS                          |  | 3   
|                                              |  | 4.1  |  | Delivery of Instruments, Certificated Securities and Chattel Paper |  | 3   
|                                              |  | 4.2  |  | Maintenance of Perfected Security Interest Further Documentation   |  | 4   
|                                              |  | 4.3  |  | Changes in Locations, Name, etc.                                   |  | 4   
|                                              |  | 4.4  |  | Notices                                                            |  | 4   
|SECTION 5. REMEDIAL PROVISIONS                |  | 4   
|                                              |  | 5.1  |  | Proceeds to be Turned Over To Collateral Agent                     |  | 4   
|                                              |  | 5.2  |  | Deposits; Application of Proceeds                                  |  | 4   
|                                              |  | 5.3  |  | Direction of Secured Parties                                       |  | 5   
|                                              |  | 5.4  |  | Code and Other Remedies                                            |  | 5   
|                                              |  | 5.5  |  | Waiver; Deficiency                                                 |  | 6   
|SECTION 6. THE COLLATERAL AGENT               |  | 6   
|                                              |  | 6.1  |  | Collateral Agent's Appointment as Attorney-in-Fact, etc.           |  | 6   
|                                              |  | 6.2  |  | Duty of Collateral Agent                                           |  | 7   
|                                              |  | 6.3  |  | Execution of Financing Statements                                  |  | 7   
|                                              |  | 6.4  |  | Authority of Collateral Agent                                      |  | 7   
|                                              |  | 6.5  |  | Resignation of Collateral Agent.                                   |  | 8   
|SECTION 7. MISCELLANEOUS                      |  | 8   
|                                              |  | 7.1  |  | Amendments in Writing                                              |  | 8   
|                                              |  | 7.2  |  | Notices                                                            |  | 8   
|                                              |  | 7.3  |  | No Waiver by Course of Conduct; Cumulative Remedies                |  | 8   
|                                              |  | 7.4  |  | Successors and Assigns                                             |  | 9   
|                                              |  | 7.5  |  | Set-Off                                                            |  | 9   
|                                              |  | 7.6  |  | Counterparts                                                       |  | 9   
|                                              |  | 7.7  |  | Severability                                                       |  | 9   
|                                              |  | 7.8  |  | Section Headings                                                   |  | 10  
|                                              |  | 7.9  |  | Integration                                                        |  | 10  
|                                              |  | 7.10 |  | GOVERNING LAW                                                      |  | 10  
|                                              |  | 7.11 |  | Submission To Jurisdiction; Waivers                                |  | 10  
|                                              |  | 7.12 |  | Acknowledgements                                                   |  | 10  
|                                              |  | 7.13 |  | Releases.                                                          |  | 11  
|                                              |  | 7.14 |  | Security Interest Absolute.                                        |  | 11  

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| |  | 7.15 |  | WAIVER OF JURY TRIAL |  | 12
| |  | ---- |  | -------------------- |  | --

|           |  |                                                          
|---------- |  | ---------------------------------------------------------
|SCHEDULES  |  |                                                          
|Schedule 1 |  | Notice Addresses                                         
|Schedule 2 |  | Perfection Matters                                       
|Schedule 3 |  | Jurisdictions of Organization and Chief Executive Offices
|Schedule 4 |  | Participation Agreements                                 

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AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 7, 2001, made by EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership (the
"Pledgor") in favor of THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as collateral agent for the Secured Parties (as
defined below) (in such capacity, the "Collateral Agent").

RECITALS

A.    Contemporaneously
herewith, EME Homer City will enter into a transaction pursuant to the Participation Agreements listed on Schedule 4by and among EME 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, the Security Agent and The Bank 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, collectively, the "Participation Agreements") whereby EME
Homer City will sell undivided interests in its generating assets to the Owner Lessors and the Owner Lessors will lease such undivided interests in its generating assets to EME Homer City under the
Facility Leases.

B.    In
consideration of the transactions contemplated by the Participation Agreements, the Pledgor will be obligated to pay to the Secured Parties the aggregate amount of all
obligations owed by the Pledgor to the Secured Parties under the Operative Documents related thereto (the "Leveraged Lease Obligations").

C.    In
satisfaction of the requirements of the Secured Parties, the Pledgor desires by this Agreement and the other Security Documents (as defined below) to provide
collateral as security for its obligations under each Participation Agreement and the other Operative Documents related thereto.

D.    In
order to simplify administration of such collateral and to provide for the orderly enforcement of their respective rights, the Secured Parties (as defined below) have
appointed the Collateral Agent to serve as their common representative, to be the beneficiary under any pledge intended to benefit the Secured Parties, and to hold the liens created, or to be created,
under the Operative Documents.

E.    It
is a condition precedent to the approval by the Secured Parties of the transactions contemplated by the Operative Documents that the Pledgor shall have executed and
delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties.

NOW,
THEREFORE, in consideration of the premises, the Pledgor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, to amend and restate the Guarantee and
Collateral Agreement, dated as of March 18, 1999 (the "Guarantee and Collateral Agreement"), among Edison Mission Holdings, Co., Edison Mission
Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation, L.P. and Edison Mission Energy (the
"EME Parties"), in favor of United States Trust Company of New York, in its entirety and terminate the guarantee and pledge under the Guarantee and
Collateral Agreement and release the EME Parties from their obligations thereunder (except as set forth hereunder with respect to the Pledgor):

SECTION 1.    DEFINED TERMS

1.1Definitions.(a) Unless otherwise defined herein, terms defined in the Participation Agreement and
used herein shall have the meanings given to them in each Participation Agreement.

(b)  The
following terms shall have the following meanings:



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1.2Other Definitional Provisions.(a) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, schedule, appendix and exhibit references are to this
Agreement unless otherwise specified.

(b)  Each
reference in this Agreement to a Operative Document or other agreement shall be deemed to refer to such Operative Document or other agreement as the same may be
amended, supplemented or otherwise modified from time to time.

(c)  Any
term defined by reference to an agreement, instrument or other document shall have the meaning so assigned to it whether or not such agreement, instrument or
document is in effect.

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(d)  Each
reference in this Agreement to a Person shall be deemed to include such Person's successors and assigns.

(e)  Each
reference in this Agreement to a Requirement of Law shall be deemed to refer to such Requirement of Law as the same may be amended, supplemented or otherwise
modified from time to time.

(f)    The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2.    PLEDGE; GRANT OF SECURITY INTEREST

The
Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the General Intangibles now owned or at any time
hereafter acquired by the Pledgor or in which the Pledgor now has or at any time in the future may acquire any right, title or interest together with all Proceeds thereof (collectively, the
"Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Leveraged Lease Obligations.

SECTION 3.    REPRESENTATIONS AND WARRANTIES

The
Pledgor hereby represents and warrants, with respect to itself and its Collateral, to the Collateral Agent and each Secured Party that:

3.1Title; No Other Liens.Except for the security interest granted to the Collateral Agent pursuant to this
Agreement, the Pledgor owns each item of the Collateral free and clear of any and all Liens or claims of others except as are permitted by the Operative Documents. No financing statement or other
public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement
or as are permitted by the Operative Documents.

3.2Perfected First Priority Liens.The security interests granted pursuant to this Agreement upon completion of
the filings and other actions specified onSchedule 2(which, in the case of all filings and other documents referred to on said Schedule, have been
delivered to the Collateral Agent in completed and duly executed form) will (a) constitute valid and enforceable perfected
security interests in all of the Collateral in favor of the Collateral Agent as collateral security for the Leveraged Lease Obligations to the extent that a security interest may be perfected by
filing and/or the other actions specified onSchedule 2, and (b) are prior to all other Liens on the Collateral in existence on the date
hereof except for Liens permitted by the Operative Documents and which have priority over the Liens on the Collateral by operation of law.

3.3Chief Executive Office.On the date hereof, the Pledgor's jurisdiction of organization and the location of
the Pledgor's chief executive office or sole place of business are specified onSchedule 3.

SECTION 4.    COVENANTS

The
Pledgor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Leveraged Lease Obligations shall have been
paid in full:

4.1Delivery of Instruments, Certificated Securities and Chattel Paper.If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be
immediately delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

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4.2Maintenance of Perfected Security Interest Further Documentation.(a) The Pledgor shall take any and
all actions that may be necessary or, in the reasonable discretion of the Collateral Agent, prudent to maintain the security interest created by this Agreement as a perfected security interest having
at least the priority described inSection 3.2and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b)  The
Pledgor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and
such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

(c)  At
any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute
and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws)
in effect in any jurisdiction with respect to the security interests created hereby and (ii) taking any actions necessary to enable the Collateral Agent to obtain "control" (within the meaning
of the applicable Uniform Commercial Code) with respect thereto.

4.3Changes in Locations, Name, etc.The Pledgor will not, except upon 30 days' prior written notice to
the Collateral Agent and delivery to the Collateral Agent of all additional executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity,
perfection and priority of the security interests provided for herein:



4.4Notices.The Pledgor will advise the Collateral Agent promptly, in reasonable detail, of:

(a)  any
Lien (other than security interests created hereby or Liens permitted under the Operative Documents) on any of the Collateral which could reasonably be expected to
have a material adverse effect on the ability of the Collateral Agent to exercise any of its remedies hereunder; and

(b)  of
the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security
interests created hereby.

SECTION 5.    REMEDIAL PROVISIONS

5.1Proceeds to be Turned Over To Collateral Agent.If a Lease Event of Default shall occur and be continuing,
all Proceeds received by the Pledgor consisting of cash, checks and other near-cash items shall be held by the Pledgor in trust for the Collateral Agent, segregated from other funds of the
Pledgor, and shall, forthwith upon receipt by the Pledgor, be turned over to the Collateral Agent in the exact form received by the Pledgor (duly indorsed by the Pledgor to the Collateral Agent, if
required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held
by the Collateral Agent in a Collateral Account (or by the Pledgor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Leveraged
Lease Obligations and shall not constitute payment thereof until applied as provided inSection 5.2.

5.2Deposits; Application of Proceeds.Upon the creation of any Collateral Account, the Collateral Agent shall
also establish 8 subaccounts of such Collateral Account, one subaccount with

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respect to each Facility Lease and the other Operative Documents related thereto. All deposits into the Collateral Account shall be credited to each subaccount based upon such Owner Lessor's
Percentage of such deposited amount. If a Lease Event of Default shall have occurred and be continuing, at any time thereafter at the Collateral Agent's election, the Collateral Agent may apply all or
any part of Proceeds held in the applicable subaccount of any Collateral Account in payment of the Leveraged Lease Obligations in accordance with the applicable Participation Agreement and the other
applicable Operative Documents, and any part of such funds which the Collateral Agent elects not so to apply
and deems not required as collateral security for any Leveraged Lease Obligations shall be paid over from time to time by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled
to receive the same. Any balance of such Proceeds in a subaccount remaining after applicable Leveraged Lease Obligations shall have been paid in full shall be paid over to the Pledgor or to whomsoever
may be lawfully entitled to receive the same. It is acknowledged and agreed that sums on deposit in any subaccount of the Collateral Account shall be held for the benefit of the applicable Owner
Lessor (as collateral for the Leveraged Lease Obligations under the applicable Facility Lease and the applicable Operative Documents and shall not constitute collateral for, and shall not be applied
to the repayment of, any obligations of the Facility Lessee owing to any other Owner Lessor under any other Facility Lease (or other applicable Operative Documents).

5.3Direction of Secured Parties.The Majority in Interest of Owner Lessors shall be entitled to give and
refrain from giving consents and directions to the Collateral Agent on behalf of all the Secured Parties (and all Secured Parties shall be bound by such action).

5.4Code and Other Remedies.Subject to Article XIV of each Participation Agreement, if a Lease Event of
Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any
other instrument or agreement securing, evidencing or relating to the applicable Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable
law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the
Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived and released. The Pledgor further
agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at the
Pledgor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to thisSection 5.4, after
deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Collateral Agent and the Secured Parties hereunder (including, without limitation, reasonable attorneys' fees and disbursements) and after crediting such proceeds to the subaccounts
of the Collateral Account in accordance withSection 5.2, to the payment in whole or in part of the applicable Leveraged Lease Obligations, in
such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for

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the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party
arising
out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition.

5.5Waiver; Deficiency.The Pledgor waives and agrees not to assert any rights or privileges which it may
acquire under Section 9-112 of the New York UCC.

SECTION 6.    THE COLLATERAL AGENT

6.1Collateral Agent's Appointment as Attorney-in-Fact, etc.(a) The Pledgor
hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality
of the foregoing, the Pledgor hereby gives the Collateral Agent the power and right, on behalf of the Pledgor, without notice to or assent by the Pledgor, to do any or all of the following:



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Anything
in thisSection 6.1(a)to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights
under the power of attorney provided for in thisSection 6.1(a)unless a Lease Event of Default shall have occurred and be continuing.

(b)  If
a Lease Event of Default shall have occurred and be continuing, if the Pledgor fails to perform or comply with any of its agreements contained herein, the Collateral
Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)  The
expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per
annum at which interest would then be payable on
any category of past due Leveraged Lease Obligations under the Participation Agreement and the other Operative Documents, from the date of payment by the Collateral Agent to the date reimbursed by the
Pledgor, shall be payable by the Pledgor to the Collateral Agent on demand.

(d)  The
Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

6.2Duty of Collateral Agent.The Collateral Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it with the same degree of care as the
Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agents and the Secured Parties' interests in the Collateral and shall not impose any duty upon
the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for
(i) their own gross negligence or willful misconduct or (ii) breach of their obligations under this Agreement.

6.3Execution of Financing Statements.Pursuant to Section 9-402 of the New York UCC and any
other applicable law, the Pledgor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without
the signature of the Pledgor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A
photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

6.4Authority of Collateral Agent.The Pledgor and each Secured Party by accepting the benefits of this
Agreement acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as
between the Collateral Agent and the Secured Parties, be governed by the Operative Documents and by such other agreements with respect

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thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured
Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.5Resignation of Collateral Agent.The Collateral Agent may resign at any time by giving ninety
(90) days prior written notice thereof to the Pledgor and the Owner Lessors;providedthat such resignation may not in any event take effect
until a successor Collateral Agent accepts an appointment as set forth in thisSection 6.5. Upon any such notice of resignation, the Pledgor and
the Owner Lessors shall have the right, upon ten (10) days prior written notice to the Pledgor and the Owner Lessors, to appoint a successor Collateral Agent. Collateral Agent may be removed at
any time with or without cause, by an instrument in writing delivered to Collateral Agent by the Pledgor and the Owner Lessors pursuant to the terms of this Agreement. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring or removed Collateral Agent (and the retiring or removed Collateral Agent shall reasonably cooperate in the transferring of such rights, powers and privileges to such successor
Collateral Agent) and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. If no successor Collateral Agent shall have been so appointed
and shall have accepted such appointment within sixty (60) days after the retiring or removed Collateral Agent s giving of notice of resignation, then, upon five (5) days prior written
notice to the Secured Parties and the Pledgor, the retiring or
removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Any successor Collateral Agent shall be a bank, a banking cooperative or trust company organized
under the laws of the United States of America or of any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $100,000,000. After any retiring Collateral
Agent s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral
Agent under this Agreement and the other Operative Documents.

SECTION 7.    MISCELLANEOUS

7.1Amendments in Writing.None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except in writing and in accordance with the Participation Agreement.

7.2Notices.All notices and other communications to any party hereto shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address or facsimile number set forth on Schedule 1 or at such other address or facsimile number as may be designated by such party in a
notice to the other parties.

7.3No Waiver by Course of Conduct; Cumulative Remedies.Neither the Collateral Agent nor any Secured Party
shall by any act (except by a written instrument pursuant toSection 7.1), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Lease Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Collateral Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right
or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.

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7.4Successors and Assigns.(a) This Agreement shall be binding upon the successors and assigns of the
Pledgor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns;providedthat the Pledgor may
not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

(b)  In
order to secure the Lessor Notes of each Owner Lessor, such Owner Lessor will assign and grant a first priority security interest in favor of its applicable Lease
Indenture Trustee in and to all of such Owner Lessor's right, title and interest in, to and under this Agreement (other than to the extent relating to Excepted Payments and the rights to enforce and
collect the same). The Facility Lessee hereby consents to such assignment and to the creation of such Lien and security interest and acknowledges receipt of copies of the Lease Indenture, it being
understood that such consent shall not affect any requirement or the absence of any requirement for any consent of the Facility Lessee under any other circumstances. Unless and until the Collateral
Agent shall have received written notice from the Lease Indenture Trustee that the Lien of the applicable Lease Indenture has been fully discharged, the applicable Lease Indenture Trustee shall have
the right to exercise the rights of such Owner Lessor under this Agreement (other than with respect to Excepted Payments and the rights to enforce and collect the same) to the extent set forth in and
subject in each case to the exceptions set forth in the applicable Lease Indenture.

7.5Set-Off.The Pledgor hereby irrevocably authorizes the Collateral Agent and each Secured Party
at any time and from time to time (i) upon the occurrence of a Lease Event of Default of the kind described in clauses (a), (b), (g) and (h) of Article XVI of the Facility
Lease or (ii) upon the occurrence and continuance beyond the applicable grace period, if any, of any other Lease Event of Default and with the consent of the Secured Parties, without notice to
the Pledgor, any such notice being expressly waived by the Pledgor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the
Collateral Agent or such Secured Party to or for the credit or the account of the Pledgor, or any part thereof in such amounts as the Collateral Agent or such Secured Party may elect, against and on
account of the obligations and liabilities of the Pledgor to the Collateral Agent or such Secured Party hereunder and claims of every nature and description of the Collateral Agent or such Secured
Party against the Pledgor, in any currency, whether arising hereunder, under the Participation Agreement, any other Operative Document or otherwise, as the Collateral Agent or such Secured Party may
elect, whether or not the Collateral Agent or any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Collateral
Agent and each Secured Party shall notify the Pledgor promptly of any such set-off and the application made by the Collateral Agent or such Secured Party of the proceeds thereof, providedthat the
failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral
Agent and each Secured Party under thisSection 7.5are in addition to other rights and remedies (including, without limitation, other rights of
set-off) which the Collateral Agent or such Secured Party may have.

7.6Counterparts.This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

7.7Severability.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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7.8Section Headings.The Section headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9Integration.The Security Documents represent the agreement of the Pledgors, the Collateral Agent and the
Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent or any Secured Party relative to
subject matter hereof and thereof not expressly set forth or referred to in the Security Documents. The Security Documents supersede any and all prior agreements and understandings, oral or written,
relative or with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent or any Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other Security Documents.

7.10GOVERNING LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.

7.11Submission To Jurisdiction; Waivers.The Pledgor (and, with respect to paragraph (e) below only, the
Collateral Agent and each of the Secured Parties) hereby irrevocably and unconditionally:

(a)  submits
for itself and its property in any legal action or proceeding relating to the Operative Documents to which it is a party, or for recognition and enforcement of
any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof;

(b)  consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Pledgor at its address referred to inSection 7.2or at such other address of which the Collateral Agent
shall have been notified pursuant thereto;

(d)  agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

(e)  waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.

7.12Acknowledgements.The Pledgor hereby acknowledges that:

(a)  it
has been advised by counsel in the negotiation, execution and delivery of the Security Documents to which it is a party;

(b)  neither
the Collateral Agent nor any Secured Party has any fiduciary relationship with or duty to the Pledgor arising out of or in connection with any Security
Documents, and the relationship between the Pledgor, on the one hand, and the Collateral Agent and Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

(c)  no
joint venture is created by any Security Document or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Pledgor
and the Secured Parties.

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7.13Releases.(a) At such time as the Obligations shall have been paid in full, the Collateral shall
automatically be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and the Pledgor
hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgors. At the request and sole expense
of the Pledgor following any such termination, the Collateral Agent shall deliver to the Pledgor any Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination.

(b)  If
any of the Collateral shall be sold, transferred or otherwise disposed of by the Pledgor in a transaction permitted by the Participation Agreement, then the
Collateral Agent, at the request and reasonable and sole expense of the Pledgor, shall execute and deliver to the Pledgor all releases or other documents reasonably necessary or desirable for the
release of the Liens created hereby on such Collateral.

7.14Security Interest Absolute.

(a)  The
obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor
to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is
joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and
unconditional, to the extent permitted by Requirements of Law, irrespective of:



The
Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured
by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or
otherwise, of Pledgor's right to recover any amount, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Pledgor, or any other
Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement
or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Pledgor, and all rights to participate in any security held by the Owner Lessor until the Obligations have
been paid and performed in full; (iv) all rights to require the Owner Lessor to

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give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or
protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Pledgor as a defense hereunder or as the
basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the
disability or lack of authority of the Pledgor or any Person, the repudiation of the Operative Documents by the Pledgor or any Person, the failure by the Owner Lessor to enforce any claim against the
Pledgor, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any
manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any
requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of
any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or
levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to
obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of
Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the
Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose
against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against the Pledgor, any security or any guarantor, even if the effect
of that action is to deprive the Pledgor of the right to collect reimbursement for any sums paid by the Pledgor to the Collateral Agent.

7.15WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

|                                                                                                                                                  |  |                                                                      |  | EME HOMER CITY GENERATION L.P.,
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------- |  | -------------------------------
|                                                                                                                                                  |  |                                                                      |  | By:                            
|                                                                                                                                                  |  |                                                                      |  | By:                            
|Acknowledged and Agreed as of the date hereof:
THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent |  |                                                                      |  |                                
|By:                                                                                                                                               |  | /s/CHRISTOPHER GRELLName: Christopher Grell
Title: Authorized Signer |  |                                

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SCHEDULE 1 to Amended and Restated Guarantee and Collateral Agreement

NOTICE ADDRESSES

EME
HOMER CITY GENERATION L.P.

18101
Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer
Telephone: 949-752-5588
Facsimile: 949-752-5624

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SCHEDULE
2 to Amended and Restated Guarantee and Collateral Agreement

FILINGS AND OTHER ACTIONS  REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

|Pledgor                        |  | UCC Filing Offices                                                              
|------------------------------ |  | --------------------------------------------------------------------------------
|EME Homer City Generation L.P. |  | California Secretary of State Pennsylvania Secretary of State Indiana County, PA

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SCHEDULE
3 to Amended and Restated Guarantee and Collateral Agreement

LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE

|Pledgor                        |  | Jurisdiction |  | Location                                                        
|------------------------------ |  | ------------ |  | ----------------------------------------------------------------
|EME Homer City Generation L.P. |  | PA           |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046

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SCHEDULE
4 to Amended and Restated Guarantee and Collateral Agreement

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