ΐΦΜμΜΓappΟΒΤΨ

                                                                    EXHIBIT 4.2
                                                                 CONFORMED COPY
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                                 β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡
                             ENERGY PARTNERS, L.P.


                                     ISSUER

                                      AND


                      WACHOVIA BANK, NATIONAL ASSOCIATION


                                    TRUSTEE

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                          FIRST SUPPLEMENTAL INDENTURE


                          DATED AS OF AUGUST 23, 2002

                    TO INDENTURE DATED AS OF AUGUST 19, 2002

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                    $125,000,000 7.30% SENIOR NOTES DUE 2033

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                          FIRST SUPPLEMENTAL INDENTURE


         FIRST SUPPLEMENTAL INDENTURE, dated as of August 23, 2002 (the
"Supplemental Indenture"), to the Indenture, dated as of August 19, 2002 (the
"Original Indenture" and, as so amended and supplemented by this Supplemental
Indenture, the "Indenture"), between β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡ ENERGY PARTNERS, L.P., a
Delaware limited partnership (the "Partnership"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, as trustee (the "Trustee").


                           RECITALS OF THE PARTNERSHIP

         WHEREAS, pursuant to the Original Indenture, the Partnership
established and issued a series of its Securities (as defined in the Indenture)
designated as its 7.30% Senior Notes due 2033 (the "2033 Securities") in the
initial aggregate principal amount of $375,000,000;

         WHEREAS, Sections 301 and 901 of the Indenture provide that the
Partnership may, so long as no Event of Default has occurred and is continuing,
reopen the series represented by the 2033 Securities to issue additional
Securities of such series, which shall form a single series with the other 2033
Securities and shall have the same terms, without consent of any Holder;

         WHEREAS, the Partnership represents that no Event of Default has
occurred and is continuing;

         WHEREAS, the Partnership desires to reopen such series and issue
$125,000,000 principal amount of additional 2033 Securities which will be part
of the same series as the 2033 Securities, have the same CUSIP number and have
the same terms as the 2033 Securities;

         WHEREAS, the conditions set forth in the Original Indenture for the
execution and delivery of this Supplemental Indenture have been complied with;
and

         WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of the Partnership and the Trustee, in accordance with its
terms, and a valid amendment of, and supplement to, the Original Indenture have
been done.

         NOW THEREFORE:

         Pursuant to Sections 301 and 901 of the Indenture, the series of 2033
Securities established by the Original Indenture is hereby reopened and there is
hereby authorized for issuance, authentication and delivery $125,000,000
principal amount of additional 2033 Securities (the "Additional 2033
Securities") of the same series as the 2033 Securities initially issued under
the Original Indenture, and in consideration of the premises and the purchase
and acceptance of the Additional 2033 Securities by the Holders thereof, the
Partnership mutually covenants and agrees with the Trustee, for the equal and
proportionate benefit of all Holders of






the 2033 Securities, that the Original Indenture is hereby supplemented and
amended, to the extent and for the purposes expressed herein, as follows:

                                   ARTICLE ONE

                      SCOPE OF THIS SUPPLEMENTAL INDENTURE

         Section 1.1 Changes, Etc. Applicable Only to the 2033 Securities. The
changes, modifications and supplements to the Original Indenture effected by
this Supplemental Indenture shall be applicable only with respect to, and govern
the terms of, the 2033 Securities (including the Additional 2033 Securities),
and shall not apply to the other series of Securities issued under the Indenture
unless a supplemental indenture with respect to such other Securities
specifically incorporates such changes, modifications and supplements.

                                   ARTICLE TWO

                      AMENDMENTS TO THE ORIGINAL INDENTURE

         Section 2.1 Amendments to Original Indenture. The Original Indenture is
hereby amended and supplemented as follows:

         (a) The series of 2033 Securities established by the Original Indenture
is hereby reopened for the issuance of Additional 2033 Securities in an
aggregate principal amount of $125,000,000, which shall form a single series
with the 2033 Securities, with the same CUSIP number, and shall have the same
terms as the 2033 Notes, except that the Additional 2033 Securities will be
issued on August 23, 2002. Interest on the Additional 2033 Securities shall
accrue from August 19, 2002. A copy of the forms of face and reverse of the 2033
Securities, including the Additional 2033 Securities, are set forth in Sections
202 and 203, respectively, of the Original Indenture.

         (b) All references in the Original Indenture and the form of face and
reverse of the 2033 Security set forth in the Original Indenture to the 2033
Securities shall be amended, supplemented and deemed to include the Additional
2033 Securities issued hereunder.

         (c) Section 101 of the Original Indenture is hereby amended by the
deletion of the definition of "Registration Rights Agreement" and the
substitution in the lieu thereof of the following:

                           "Registration Rights Agreement" means, as applicable,
                  the Registration Rights Agreement, dated as of August 19,
                  2002, between the Partnership and β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡ Inc.,
                  β–�.β–�. β–‡β–‡β–‡β–‡β–‡β–‡ Securities Inc., Wachovia Securities, Inc., RBC
                  Dominion Securities Corporation, SunTrust Capital Markets,
                  Inc. Banc One Capital Markets,, Inc. and Credit Lyonnais
                  Securities (USA) Inc., as the same shall be amended from time
                  to time, or the Registration Rights Agreement, dated as of
                  August 23, 2002, between the Partnership and β–�.β–�. β–‡β–‡β–‡β–‡β–‡β–‡
                  Securities Inc., as the same shall be amended from time to
                  time.



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         (d) The Additional 2033 Securities shall be subject to, and be entitled
to the benefits of the Original Indenture, as amended hereby.

                                  ARTICLE THREE

                                  MISCELLANEOUS

         Section 3.1 Defined Terms. Unless otherwise provided in this
Supplemental Indenture, all defined terms used in this Supplemental Indenture
shall have the meanings assigned to them in the Original Indenture.

         Section 3.2 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Supplemental
Indenture, the latter provision shall control. If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the latter provision shall be deemed to
apply to this Supplemental Indenture as so modified or excluded, as the case may
be.

         Section 3.3 Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

         Section 3.4 Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Partnership shall bind its successors and
assigns, whether so expressed or not.

         Section 3.5 Separability Clause. In case any provision in this
Supplemental Indenture or in the 2033 Securities (including the Additional 2033
Securities) shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 3.6 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture or in the 2033 Securities (including the Additional 2033
Securities), express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and Holders of 2033 Securities,
any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture.

         Section 3.7 Governing Law. This Supplemental Indenture and the 2033
Securities (including the Additional 2033 Securities) shall be governed by and
construed in accordance with the law of the State of New York.

         Section 3.8 Acceptance by Trustee. The Trustee accepts the amendments
to the Original Indenture effected by this Supplemental Indenture and agrees to
execute the trusts created by the Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals contained herein, which shall be taken as the statements of the
Partnership, and except as provided in the Indenture the Trustee shall not be
responsible or accountable in any way whatsoever for or with respect to the
validity or execution or sufficiency of this Supplemental Indenture and the
Trustee makes no representation with respect thereto.



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         Section 3.9 Counterparts. This Supplemental Indenture may be executed
with counterpart signature pages or in any number of counterparts, each of which
so executed shall be an original, but such counterparts shall together
constitute but one and the same instrument.



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         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.

                                   β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡ ENERGY PARTNERS, L.P.


                                   By:  Kinder β–‡β–‡β–‡β–‡β–‡β–‡ β–�.β–�., Inc.,
                                        its General Partner,

                                   By:  β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡ Management, LLC,
                                        its Delegate


                                   By:  /s/ β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡
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                                        Name:  β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡
                                        Title: Vice President, General Counsel
                                               and Secretary

                                   WACHOVIA BANK, NATIONAL ASSOCIATION


                                   By:  /s/ R. β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡
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                                        Name:  R. β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡
                                        Title: Vice President