Exhibit 10.23.1

Execution Copy

AMENDED AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENT

AMENDED
AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENT (this "Agreement"), dated as of December 7, 2001, among
(i) EDISON MISSION HOLDINGS CO., a California corporation ("EME Holdings"), (ii) EDISON MISSION FINANCE CO., a California corporation
("Edison Mission Finance"), (iii) HOMER CITY PROPERTY HOLDINGS, INC., a California corporation ("Homer City
Holdings"), (iv) CHESTNUT RIDGE ENERGY CO., a California corporation ("Chestnut Ridge"), (v) MISSION ENERGY
WESTSIDE, INC., a California corporation ("MEW"), (vi) EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership
("Homer City" or the "Facility Lessee" and, together with EME Holdings, Edison Mission Finance, Homer
City Holdings, Chestnut Ridge and MEW, the "Loan Parties"), and (vii) THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW
YORK, as collateral agent for the holders of the Initial Lessor Notes (as such term is defined in the Participation Agreement) (in such capacity, the "Collateral
Agent").

RECITALS

WHEREAS, contemporaneously herewith Homer City, a wholly owned subsidiary of Edison Mission Midwest Holdings Co.
("Holdings"), will enter into a transaction pursuant to the eight Participation Agreements, in each case, by and among Homer City, the Owner Lessor (as
defined therein), Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as Owner Manager, the Owner Participant (as defined therein), Homer City Funding LLC, as
Lender and the
Collateral Agent, as Indenture Trustee, Bondholder Trustee and Security Agent (as amended, modified and supplemented and in effect from time to time, each a "Participation
Agreement") whereby Homer City shall sell certain of its generating assets to the Owner Lessors and the Owner Lessors shall lease such generating assets to Homer City under
each Facility Lease;

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,
Edison Mission Finance has entered into a Subordinated Loan Agreement, dated as of March 18, 1999 (the "Holdings Loan
Agreement"), with EME Holdings, pursuant to which EME Holdings has agreed to make loans ("Holdings Loans") to Edison Mission
Finance from time to time with the proceeds of the Holdings Loans on the terms and subject to the conditions contained in the Holdings Loan Agreement.

WHEREAS,
EME Homer City has entered into the Subordinated Loan Agreement, dated as of March 18, 1999 (the "Finance Loan
Agreement"), with Edison Mission Finance, pursuant to which Edison Mission Finance has agreed to make loans ("Finance Loans") to
EME Homer City from time to time with the proceeds of the Holdings Loans on the terms and subject to the conditions contained in the Finance Loan Agreement.

WHEREAS,
EME Homer City has entered into the Subordinated Revolving Loan Agreement, dated as of March 18, 1999 (the "Revolving Loan
Agreement"), with Edison Mission Finance, pursuant to which Edison Mission Finance has agreed to make loans ("Revolving Loans")
to EME Homer City from time to time on the terms and subject to the conditions contained in the Revolving Loan Agreement.

WHEREAS,
in connection with the transactions contemplated by the Participation Agreements, the parties hereto will agree to subordinate certain claims against Homer City under the
Holdings

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Loans, Finance Loans and Revolving Loans to the rights of holders of the Obligations (as defined herein); and

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

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 to amend and restate the Intercompany Loan Subordination Agreement between the Loan Parties and the Collateral Agent, dated as of March 18, 1999 (the
"Intercompany Loan Subordination Agreement") in its entirety as follows:

ARTICLE I
DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1Definitions.(a) Unless otherwise expressly provided herein, capitalized terms used
but not defined in this Agreement, including in the Preamble and the Recitals, shall have the meanings given to such terms in each Participation Agreement.



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 and the Facility Lease, the other Operative Documents and any agreement relating to Permitted Indebtedness have terminated in accordance with their terms:



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 Loan 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 the Subordinated Parties and upon each other holder of Subordinated Claims and shall inure to the benefit of transferees or assignees of the holders of the Initial Lessor
Notes 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 Parties in violation of this Agreement, such payment or collateral shall be delivered forthwith to the Collateral Agent for application in
accordance
with the Amended and Restated Security Deposit Agreement and the other Security Documents. The Collateral Agent is irrevocably authorized to supply any required endorsement or assignment which may
have been omitted. Until so delivered, any such payment or collateral shall be held by the Subordinated Parties in trust for the Secured Parties and shall not be commingled with other funds or
property of the Subordinated Parties.

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Section 3.2Survival of Obligation.The obligation of the Subordinated Parties to deliver to the
Collateral Agent 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 Intercompany Borrower, its property or its creditors
as such, (b) proceeding for any liquidation, dissolution or other winding-up of any Intercompany Borrower, 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 Intercompany Borrower or (e) general meeting of creditors of any
Intercompany Borrower, 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.No Subordinated Party shall commence, or join with any other
creditor or creditors of any Intercompany Borrower in commencing, any Proceeding against such Intercompany Borrower.

Section 4.2Payments and Distributions.In the event of any Proceeding, until all Obligations shall have
been indefeasibly paid in full, 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 Collateral Agent 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.(a) Enforcement by the Secured Parties. At any
Proceeding, until all Obligations shall have been indefeasibly paid in full, the Secured Parties (or the Collateral Agent on behalf of the Secured Parties) are hereby irrevocably authorized (but not
required) to:



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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 Parties shall not, without the prior written consent of the Secured Parties:



Section 5.2Defense in Action.If the Subordinated Parties, 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 related Intercompany Borrower 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 such Intercompany Borrower, 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 such Intercompany Borrower, as the case may be, in the same suit, action, case or
Proceeding or in any independent suit, action, case or Proceeding.

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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 Parties shall remain in full force and effect without regard to, and shall not be impaired or affected by:



Section 6.2Waivers.(a)Waiver of
Defenses.Each Subordinated Party hereby irrevocably waives, in any proceeding by the Secured Parties to enforce their rights under this Agreement, (i) any
defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement and (ii) the defense that claims asserted by the
holders of the Initial Lessor Notes pursuant to this Agreement are res judicata as a result of any decision rendered in any prior Proceeding.



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

ARTICLE VII
INTERCOMPANY BORROWER 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 Secured
Parties. Nothing contained herein (a) is intended to or shall impair, as among any Intercompany Borrower, its creditors and the related Subordinated Party, the obligation of such Intercompany
Borrower, which is absolute and unconditional, to pay to such Subordinated Party, as and when the same shall become due and payable in accordance with its terms, all amounts payable in respect of any
Subordinated Claims, or (b) is intended to affect the relative rights of such Subordinated Party and creditors of such Intercompany Borrower other than the Secured Parties.

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, the holders of the Initial Lessor Notes, each of the Owner Lessors
and each of the Owner Participants.



Section 8.2Notices.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 8.3Severability.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.

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Section 8.4Headings.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 8.5Execution 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.

Section 8.6Governing 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 8.7Successors and Assigns.(a) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.



Section 8.8Forum 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

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HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF 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 8.9Waiver 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.

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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.

| |  | EDISON MISSION HOLDINGS CO.                                     
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
| |  | EDISON MISSION FINANCE CO.                                      
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
| |  | HOMER CITY PROPERTY HOLDINGS, INC.                              
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046

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| |  | CHESTNUT RIDGE ENERGY CO.                                       
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
| |  | MISSION ENERGY WESTSIDE, INC.                                   
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
| |  | EME HOMER CITY GENERATION L.P.                                  
| |  | By:                                                             
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
| |  | UNITED STATES TRUST COMPANY
    OF NEW YORK, as Collateral Agent
| |  | By:                                                             
| |  |                                                                 
| |  |                                                                 
| |  | Address for Notices:                                            
| |  | 114 West 47th Street
25th Floor
New York, New York 10036        

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