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                                                                   EXHIBIT 4.1.4

                              ASSUMPTION AGREEMENT

                  ASSUMPTION AGREEMENT, dated as of December __, 2001 (this
"Agreement"), made by EME Homer City Generation, L.P. ("HOMER CITY"), Homer City
OL1 LLC, Homer City OL2 LLC, Homer City OL3 LLC, Homer City OL4 LLC, Homer City
OL5 LLC, Homer City OL6 LLC, Homer City OL7 LLC and Homer City OL8 LLC (each, an
"Owner Lessor" and collectively, the "Owner Lessors"), The Bank of New York, as
successor to United States Trust Company (the "BONDHOLDER TRUSTEE") and Homer
City Funding LLC ("Homer City Funding").

                                    RECITALS

                  WHEREAS, Homer City Funding is a Delaware limited liability
company and special purpose funding vehicle created for the purpose of engaging
in the sale-leaseback transaction (the "Sale-Leaseback Transaction") involving
certain facilities (the "Facilities") owned by EME Homer City Generation L.P.
("EME Homer City").

                  WHEREAS, Edison Mission Holdings Co. ("Holdings") entered into
the Indenture, dated as of May 27, 1999, between Holdings and the United States
Trust Company of New York (as amended from time to time, the "Indenture")
pursuant to which Holdings issued 8.137% Senior Secured Bonds due 2019 and
8.734% Senior Secured Bonds due 2026 which it subsequently exchanged for a like
amount of substantially similar bonds that had been registered under the
Securities Act of 1933 (collectively, the "Bonds").

                  WHEREAS, the direct and indirect subsidiaries of Holdings,
including EME Homer City (collectively, the "Subsidiary Guarantors") entered
into the Guarantee and Collateral Agreement, dated as of March 18, 1999, among
Holdings, each Subsidiary Guarantor and the United States Trust Company of New
York (as amended from time to time, the "Guarantee and Collateral Agreement")
pursuant to which each Subsidiary Guarantor unconditionally guarantees the
obligations of Holdings under the Indenture and the Bonds.

                  WHEREAS, in connection with the Sale-Leaseback Transaction,
Holdings and each Subsidiary Guarantor, were released from all their respective
obligations under the Indenture, the Guarantee and Collateral Agreement and the
Bonds.

                  WHEREAS, pursuant to the Assumption Agreement, dated
December __, 2001, among Holdings, EME Homer City and the Bondholder Trustee,
EME Homer City assumed, and Holdings was released from, all the obligations of
Holdings under

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the Indenture and the Bonds.

                  WHEREAS, pursuant to the Bills of Sale and Participation
Agreements, and in partial consideration for the sale of the Facilities, each
Owner Lessor agreed to expressly assume, on a several basis, a pro rata portion
of all the obligations of EME Homer City under the Indenture and the related
Bonds.

                  WHEREAS, Homer City Funding desires to expressly assume, on
behalf of each Owner Lessor, all obligations of EME Homer City under the
Indenture and the related Bonds in consideration for the issuance to Homer City
Funding by the Owner Lessors of notes in an aggregate principal amount of
approximately $830,000,000.

                  NOW THEREFORE, for and in consideration of the mutual promises
and covenants set forth herein:

                  1. ASSUMPTION. Homer City Funding hereby unconditionally and
irrevocably assumes all obligations of EME Homer City under the Indenture and
the Bonds. Each Owner Lessor is released from its obligations to assume, on a
several basis, a pro rata portion of all obligations of EME Homer City under the
Indenture and the Bonds. EME Homer City is released from its obligations under
the Indenture and the Bonds.

                  2. ACCEPTANCE. Homer City and each Owner Lessor hereby
accepts this assumption of all its respective obligations to assume, on a
several basis, and in the case of the Owner Lessor, a pro rata portion of all
obligations of EME Homer City under the Indenture and the Bonds.

                  3. ACKOWLEDGMENT. The Bond Indenture Trustee acknowledges
that, as a consequence of the assignment and assumption contained herein,
neither EME Homer City nor the Owner Lessor has any liability under the Bonds
and the Bond Indenture Trustee agrees, and by its acceptance, each holder of
a Bond agrees, that it will not look to EME Homer City or the Owner Lessor
for payments of any amounts owed in respect of the Bonds. (For the avoidance
of doubt the foregoing will not be deemed to limit application of payments made
by any Owner Lessor on Lessor Notes for the account of Homer City Funding to
Homer City Funding's obligations in respect of the Bonds.)

                  4. BINDING OBLIGATION. Each Owner Lessor and Homer City
Funding hereby represents that the obligations under the Indenture and the
related Bonds constitute its legal, valid and binding obligation, enforceable in
accordance with its terms.


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                  5. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon each Owner Lessor and Homer City Funding and
their respective heirs, successors and assigns as permitted under the Indenture.

                  6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.

                  7. LIMITATIONS 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 applicable 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 any covenant
either express or implied contained herein or in the other Operative
Documents to which the Independent Manager or the Owner Lessor is a party,
and that so far as Wells Fargo is concerned, any Person shall look solely to
the Lease Indenture Estate for the performance of any obligation hereunder or
thereunder or under any of the instruments referred to herein or therein;
PROVIDED, that nothing contained in this SECTION shall 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.

                  8. GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.


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                  IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the date first written above.


                                            EME HOMER CITY GENERATION, L.P.


                                              By:___________________________
                                                   Name:
                                                   Title:


                                            HOMER CITY OL1 LLC

                                            By: Wells Fargo Bank
                                                Northwest, National
                                                Association, not in its
                                                individual capacity,
                                                but solely as Owner
                                                Manager

                                              By:___________________________
                                                   Name:
                                                   Title:


                                            HOMER CITY OL2 LLC

                                            By: Wells Fargo Bank
                                                Northwest, National
                                                Association, not in its
                                                individual capacity,
                                                but solely as Owner
                                                Manager


                                              By:___________________________
                                                   Name:
                                                   Title:


                                            HOMER CITY OL3 LLC

                                            By: Wells Fargo Bank
                                                Northwest, National
                                                Association, not in its
                                                individual capacity,
                                                but solely as Owner
                                                Manager

                                              By:___________________________
                                                   Name:
                                                   Title:


                                            HOMER CITY OL4, LLC

                                            By: Wells Fargo Bank
                                                Northwest, National
                                                Association, not in its
                                                individual capacity,
                                                but solely as Owner
                                                Manager

                                              By:___________________________
                                                   Name:
                                                   Title:


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                                            HOMER CITY OL5 LLC


                                            By:___________________________
                                                 Name:
                                                 Title:


                                            HOMER CITY OL6 LLC


                                            By:___________________________
                                                 Name:
                                                 Title:


                                            HOMER CITY OL7 LLC


                                            By:___________________________
                                                 Name:
                                                 Title:


                                            HOMER CITY OL8 LLC


                                            By:___________________________
                                                 Name:
                                                 Title:


                                            HOMER CITY FUNDING LLC


                                            By:___________________________
                                                 Name:
                                                 Title:


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