**Exhibit4.1**

Execution Copy

MIRANT AMERICASGENERATION, LLC

TO

WELLS FARGO BANK,NATIONAL ASSOCIATION,

SUCCESSORINDENTURE TRUSTEE

**SEVENTH**SUPPLEMENTAL INDENTURE

DATED AS OFJANUARY 3, 2006

TO INDENTURE

DATED AS OF MAY 1,2001

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TABLE OF CONTENTS
| ARTICLE I AMENDMENTS TO LONG-TERM NOTE  SUPPLEMENTAL INDENTURES |   | 2                                                          |
|-----------------------------------------------------------------|--------|------------------------------------------------------------|
|                                                            |   |                                                       |   |   |
| Section 1.01                                                    |   | New Definitions in Long-term Note Supplemental  Indentures |   | 2 |
| Section 1.02                                                    |   | Addition of Debt Covenant                                  |   | 5 |
| Section 1.03                                                    |   | New Upstream Payments Provision                            |   | 5 |
| Section 1.04                                                    |   | Effective Time                                             |   | 5 |
| Section 1.05                                                    |   | Enforcement of New Provisions                              |   | 5 |
|                                                            |   |                                                       |   |   |
| ARTICLE II  MISCELLANEOUS PROVISIONS                            |   | 5                                                          |
|                                                            |   |                                                       |   |   |
| Section 2.01                                                    |   | Recitals By Company                                        |   | 5 |
| Section 2.02                                                    |   | Ratification And Incorporation                             |   | 5 |
| Section 2.03                                                    |   | Executed In Counterparts                                   |   | 6 |
| Section 2.04                                                    |   | GOVERNING LAW                                              |   | 6 |

 

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THIS SEVENTH SUPPLEMENTAL INDENTURE dated as of January 3, 2006 (the “SeventhSupplemental Indenture”), between MIRANT AMERICAS GENERATION, LLC, a Delawarelimited liability company, formerly known as Mirant Americas Generation, Inc.,having its principal office at 1155 Perimeter Center West, Atlanta, Georgia30338 (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a nationalbanking association, having its principal corporate trust office at MAC #N9303-120 Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, assuccessor indenture trustee (the “Successor Indenture Trustee”).

WI T N E S S E T H :

WHEREAS, the Company has heretofore entered into anIndenture, dated as of May 1, 2001 (the “Original Indenture”), with BankersTrust Company, as indenture trustee (the “Original Indenture Trustee”);

WHEREAS, the Company and the Original IndentureTrustee have heretofore entered into a Second Supplemental Indenture dated asof May 1, 2001 (the “Second Supplemental Indenture”) pursuant to which theCompany issued $850,000,000 aggregate principal amount of 8.3% Senior Notes due2011 (the “2011 Notes”);

WHEREAS, the Company and the Original IndentureTrustee have heretofore entered into a Third Supplemental Indenture dated as ofMay 1, 2001 (the “Third Supplemental Indenture”) pursuant to which the Companyissued $400,000,000 aggregate principal amount of 9.125% Senior Notes due 2031(the “2031 Notes”);

WHEREAS, the Company and the Original IndentureTrustee have heretofore entered into a Fifth Supplemental Indenture dated as ofOctober 9, 2001 (the “Fifth Supplemental Indenture,” and together with theSecond Supplemental Indenture and the Third Supplemental Indenture, the“Long-term Note Supplemental Indentures”) pursuant to which the Company issued$450,000,000 aggregate principal amount of 8.5% Senior Notes due 2021 (the“2021 Notes,” and together with the 2011 Notes and the 2031 Notes, the“Long-term Notes”);

WHEREAS, the Company and the Original IndentureTrustee have heretofore entered into a Sixth Supplemental Indenture dated as ofNovember 1, 2001 to reflect the conversion of the Company from a Delawarecorporation to a Delaware limited liability company;

WHEREAS, the Successor Indenture Trustee is thesuccessor to the Original Indenture Trustee, as indenture trustee under theOriginal Indenture and the Long-term Note Supplemental Indentures;

WHEREAS, the Company desires to add new covenants tothe Long-term Note Supplemental Indentures for the benefit of the holders ofthe Long-term Notes as contemplated by the Second Amended Joint Chapter 11 Planof Reorganization for Mirant Corporation and its Affiliated Debtors, datedSeptember 30, 2005, In re Mirant Corporation, et al., No. 03-46590 (as amended,modified or waived from time to time, the “Plan”) and as provided for by theOrder

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Confirming the Second Amended Joint Chapter 11 Plan ofReorganization for Mirant Corporation and its Affiliated Debtors, datedDecember 9, 2005 and Section 901(2) of the Original Indenture;

WHEREAS, the Company warrants that all conditionsnecessary to authorize the execution and delivery of this Seventh SupplementalIndenture and to make it a valid and binding obligation of the Company haveoccurred or been performed.

NOW, THEREFORE, in consideration of the agreements andobligations set forth herein and for other good and valuable consideration, thesufficiency of which is hereby acknowledged, the parties hereto hereby agree asfollows:

ARTICLE I

AMENDMENTS TO LONG-TERM NOTE SUPPLEMENTAL INDENTURES

Section 1.01           New Definitions in Long-term NoteSupplemental Indentures.  Thefollowing definitions shall be incorporated into, and be made a part of,Section 102 of each Long-term Note Supplemental Indenture:

“2011 Notes” has the meaningassigned to such term in the Second Supplemental Indenture.

“ExitFacility” means (i) the credit facility evidenced by the credit facilityagreement dated on or about the date of the Seventh Supplemental Indentureamong Mirant North America, LLC, as borrower, JPMorgan Chase Bank, N.A., as administrativeagent, and Deutsche Bank Securities Inc. and Goldman Sachs Credit PartnersL.P., as co-syndication agents, as the same may be amended, supplemented orrevised from time to time, and (ii) any credit facility indenture, notes orother financing arrangement entered into in connection with a refinancing orreplacement thereof.

“MIRMA”means Mirant Mid-Atlantic, LLC, a Delaware limited liability company, formerlyknown as Southern Energy Mid-Atlantic, LLC.

“MIRMAFacility Lease Documents” means collectively: (i) the Participation Agreement, dated as of December 18, 2000, betweenMorgantown OL1 LLC, as owner lessor, MIRMA, as facility lessee, WilmingtonTrust Company, as owner manager, SEMA OP1 LLC and State Street Bank and TrustCompany of Connecticut, National Association, as lease indenture trustee andpass through trustee; (ii) the Participation Agreement, dated as of December18, 2000, between Morgantown OL2 LLC, as owner lessor, MIRMA, as facilitylessee, Wilmington Trust Company, as owner manager, SEMA OP2 LLC and StateStreet Bank and Trust Company of Connecticut, National Association, as leaseindenture trustee and pass through trustee; (iii) the Participation Agreement,dated as of December 18, 2000, between Morgantown OL3 LLC, as owner lessor,MIRMA, as facility lessee, Wilmington Trust Company, as owner manager, SEMA OP3LLC and

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StateStreet Bank and Trust Company of Connecticut, National Association, as leaseindenture trustee and pass through trustee; (iv) the Participation Agreement,dated as of December 18, 2000, between Morgantown OL4 LLC, as owner lessor,MIRMA, as facility lessee, Wilmington Trust Company, as owner manager, SEMA OP4LLC and State Street Bank and Trust Company of Connecticut, NationalAssociation, as lease indenture trustee and pass through trustee;  (v) the Participation Agreement, dated as ofDecember 18, 2000, between Morgantown OL5 LLC, as owner lessor, MIRMA, asfacility lessee, Wilmington Trust Company, as owner manager, SEMA OP5 LLC andState Street Bank and Trust Company of Connecticut, National Association, aslease indenture trustee and pass through trustee; (vi) the ParticipationAgreement, dated as of December 18, 2000, between Morgantown OL6 LLC, as ownerlessor, MIRMA, as facility lessee, Wilmington Trust Company, as owner manager,SEMA OP6 LLC and State Street Bank and Trust Company of Connecticut, NationalAssociation, as lease indenture trustee and pass through trustee; (vii) theParticipation Agreement, dated as of December 18, 2000, between Morgantown OL7LLC, as owner lessor, MIRMA, as facility lessee, Wilmington Trust Company, asowner manager, SEMA OP7 LLC and State Street Bank and Trust Company ofConnecticut, National Association, as lease indenture trustee and pass throughtrustee; (viii) the Participation Agreement, dated as of December 18, 2000,between Dickerson OL1 LLC, as owner lessor, MIRMA, as facility lessee,Wilmington Trust Company, as owner manager, SEMA OP3 LLC and State Street Bankand Trust Company of Connecticut, National Association, as lease indenturetrustee and pass through trustee; (ix) the Participation Agreement, dated as ofDecember 18, 2000, between Dickerson OL2 LLC, as owner lessor, MIRMA, asfacility lessee, Wilmington Trust Company, as owner manager, SEMA OP6 LLC andState Street Bank and Trust Company of Connecticut, National Association, aslease indenture trustee and pass through trustee; (x) the ParticipationAgreement, dated as of December 18, 2000, between Dickerson OL3 LLC, as ownerlessor, MIRMA, as facility lessee, Wilmington Trust Company, as owner manager,SEMA OP7 LLC and State Street Bank and Trust Company of Connecticut, NationalAssociation, as lease indenture trustee and pass through trustee; and (xi) theParticipation Agreement, dated as of December 18, 2000, between Dickerson OL4LLC, as owner lessor, MIRMA, as facility lessee, Wilmington Trust Company, asowner manager, SEMA OP8 LLC and State Street Bank and Trust Company ofConnecticut, National Association, as lease indenture trustee and pass throughtrustee, in each case as the same may be amended, supplemented revised orreplaced from time to time.

“Net Debt/EBITDA Ratio”means, as of the date being measured, the ratio of (i) Net Indebtedness as ofthe last day of the most recently completed four fiscal quarters for whichfinancial statements have been delivered by the Company in accordance witheither (a) the Exchange Act or (b) Section 1005 of the Original Indenture, to(ii) the Section 111(d) EBITDA of the Company and its consolidated Subsidiariesfor the most recently completed four fiscal quarters for which financialstatements have been delivered by the Company in accordance with either (a) theExchange Act or (b) Section 1005 of the Original Indenture.

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“NetIndebtedness” means, at any time, the aggregate principal amount ofIndebtedness of the Company and its consolidated Subsidiaries outstanding atsuch time less (i) cash, cash equivalents and similar investments held by suchPerson, and (ii) broker, counterparty, and customer margin/collateral assetsand deposits advanced to or held on behalf of such broker, counterparty orcustomer, as each of the foregoing items described in clauses (i) and (ii)appears on the consolidated balance sheet of the Company and its consolidatedSubsidiaries, as either cash or accounts receivable.

“Section 111(d) EBITDA”means, for any period, with reference to the Company’s consolidated financialstatements:  (i) income from continuingoperations before income taxes and minority interest; plus (ii) depreciationand amortization; plus (iii) interest expense on Indebtedness; provided,however that the amounts referred to in (i), (ii) and (iii) above for aconsolidated Subsidiary of the Company will not be included to the extent thatsuch Subsidiary is prohibited from making distributions or dividends as of thedate of determination (unless such prohibition arises solely from therequirement under the MIRMA Facility Lease Documents that MIRMA and itsSubsidiaries deliver financial statements for the most recently completed fiscalyear or fiscal quarter, as the case may be, and the date of determination isless than 90 or 60 days, as the case may be, from the end of such fiscal yearor fiscal quarter).  “Section 111(d)EBITDA” shall not include the effect of: (A) gains or losses on sales or dispositions of assets; (B)non-recurring items (including, for the avoidance of doubt, restructuringexpenses); or (C) non-cash expenses and non-cash gains or losses, including asa result of agreements being marked to market and the effects of “fresh start”accounting under SOP 90-7, but shall include cash payments and receipts fromand in respect of such agreements.

“Section 111(d) PermittedIndebtedness” means (i) Indebtedness existing on the date of the SeventhSupplemental Indenture, (ii) Indebtedness incurred for working capitalpurposes, (iii) Indebtedness in respect of letters of credit, surety bonds orperformance bonds or guarantees issued in the ordinary course of business, (iv)Subordinated Indebtedness, (v) with respect to MIRMA and its Subsidiaries, anyand all Indebtedness other than Indebtedness prohibited by, or incurred inviolation of, the MIRMA Facility Lease Documents, (vi) Indebtedness arisingunder or permitted by the Exit Facility (excluding (A) “Subordinated Debt” as definedin connection with the Exit Facility and (B) intercompany loans not made in theordinary course of business), (vii) Indebtedness of the Company that is paripassu with the obligations under the Original Indenture and Long-term NoteSupplemental Indentures, in an amount not to exceed $200,000,000 in theaggregate, and (viii) Indebtedness incurred in exchange for, or the netproceeds of which are used to refund, refinance or replace, Indebtednesspermitted to be incurred pursuant to clauses (i) to (vii) above PROVIDED thatthe principal amount of the refinancing Indebtedness shall not exceed theprincipal amount of the Indebtedness refinanced plus a reasonable premium inconnection with such refinancing and FURTHER PROVIDED that in addition to anyunused portion of the $250,000,000 Permitted Pari Passu Debt (as defined inconnection with, and

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as permitted under the terms of, the Exit Facility) withrespect to any refinancing of the 2011 Notes, Subsidiaries of the Company mayincur only up to $250,000,000 of Indebtedness pursuant to this clause (viii).

Section1.02           Addition of DebtCovenant.  The following provisionshall be added to Section 111 (Debt Incurrence Test) in each Long-term NoteSupplemental Indenture.

(d) The Company shall not incur, and shall not cause orpermit any of its Subsidiaries to incur, Indebtedness for borrowed money otherthan Section 111(d) Permitted Indebtedness unless the Net Debt/EBITDA Ratio isless than or equal to 6.75:1, based on the most recent financial statementsdelivered by the Company in accordance with either (i) the Exchange Act or (ii)Section 1005 of the Original Indenture.

Section1.03           New Upstream PaymentsProvision.  The following provisionshall be inserted into each Long-term Note Supplemental Indenture.

Section 112            UpstreamPayments.  If there is anyIndebtedness owing by the Company or any of its Subsidiaries to any direct orindirect parent of the Company, such amounts shall be repaid prior to theCompany making any dividend or other distribution.

Section 1.04           Effective Time.  Each of the provisions for the Long-termSupplemental Indentures set forth above shall take effect from the date of thisSeventh Supplemental Indenture.

Section1.05           Enforcement of NewProvisions.  The provisions for theLong-term Note Supplemental Indentures set forth above shall apply equally withall of the other rights and privileges under the Long-term Note SupplementalIndentures and the Original Indenture with respect to the Long-term Notes, andthe Successor Indenture Trustee shall have the full power to enforce the samewith the same force and effect as all other provisions in the OriginalIndenture and Long-term Note Supplemental Indentures; provided, however, thatthe Successor Indenture Trustee shall have no obligation to monitor compliancewith any of the covenants set forth above.

# ARTICLE II

# MISCELLANEOUS PROVISIONS

Section 2.01           Recitals By Company.  The recitals in this Seventh SupplementalIndenture are made by the Company only and not by the Successor IndentureTrustee, and all of the provisions contained in the Original Indenture and theLong-term Note Supplemental Indentures in respect of the rights, privileges,immunities, powers and duties of the Successor Indenture Trustee shall beapplicable in respect of this Seventh Supplemental Indenture as fully and withlike effect as if set forth herein in full.

Section 2.02           RatificationAnd Incorporation.  Other than as amended and supplementedhereby, each Long-term **Note**Supplemental Indenture, andthe Original Indenture,

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is in allrespects ratified and confirmed, and the Original Indenture, as supplemented byeach of the Long-term Note Supplemental Indentures and this SeventhSupplemental Indenture, shall be read, taken and construed as one and the sameinstrument.

Section 2.03           ExecutedIn Counterparts.  This SeventhSupplemental Indenture may be simultaneously executed in several counterparts,each of which shall be deemed to be an original, and such counterparts shalltogether constitute but one and the same instrument.

Section 2.04           GOVERNINGLAW.  THIS SEVENTH SUPPLEMENTALINDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.

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IN WITNESS WHEREOF, each party hereto has caused thisinstrument to be signed in its name and behalf by its duly authorized officers,all as of the day and year first above written.
|   | MIRANT AMERICAS GENERATION, LLC     |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 |
|   | Name:                               |
|   | Title:                              |
|   |                                |
|   |                                |
|   | WELLS FARGO BANK, NATIONAL          |
|   | ASSOCIATION, as Successor Indenture |
|   | Trustee                             |
|   |                                |
|   |                                |
|   | By:                                 |
|   | Name:                               |
|   | Title:                              |

 

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