Exhibit 10.25

                                 AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                             GAS PURCHASE AGREEMENT

     This  Amendment  is dated  July 1, 2002 and is made by and  among  Oryx Gas
Marketing Limited  Partnership,  Kerr-McGee Oil & Gas Corporation and Kerr-McGee
Oil & Gas Onshore LP, successor in interest to Sun Operating Limited Partnership
(collectively, "Seller") and Cinergy Marketing & Trading, LP ("Buyer").

     WHEREAS,  Seller and Buyer  have  entered  into that  certain  Amended  and
Restated  Gas  Purchase  Agreement  dated July 1, 1998,  as amended,  whereunder
Seller sells certain gas to Buyer (the "Agreement").

     WHEREAS,  Seller and Buyer desire to amend the  Agreement in the manner set
forth hereinbelow.

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


                                       I.

     Effective  July  1,  2002,  Article  I,  DEFINITIONS,  Section  1.9  of the
Agreement,  is  hereby  amended  by  deleting  the  same  in  its  entirety  and
substituting therefore the following:

          1.9 "Costs of Delivery" means all reasonable  transportation expenses,
     fuel charges,  costs,  deductions,  or other charges actually paid by or on
     behalf  of Buyer  (the  "Actual  Costs  of  Delivery"),  or a cost  that is
     representative  of charges not actually  paid by Buyer but which would have
     been reasonably incurred to deliver Gas from a Delivery Point to a location
     directly  on a mainline  pipeline  system  which is covered by an Index and
     subject to any applicable  Index Price  Adjustment (the "Effective Costs of
     Delivery").  If the Delivery Point is at the mainline pipeline system which
     is covered by an Index,  then the Costs of Delivery as defined herein shall
     be zero. The Effective Costs of Delivery,  including volumetric  deductions
     for fuel or other  quantity  adjustments  normally  charged by the  service
     provider,  for each Delivery  Point(s) are listed on Exhibit "A." Buyer may
     deduct the Effective Costs of Delivery for Gas from an Aggregation  Area in
     calculating  the Contract  Price and the  quantities for which the Contract
     Price is to be paid after considering the volumetric  deductions  described
     above. However, it is expressly  acknowledged that if Buyer incurs and pays
     any Actual Costs of Delivery with respect to a particular  pipeline system,
     that  amount  will be used in  calculating  the  Contract  Price  (and  the
     quantities for which the Contract Price is to be paid after considering the
     volumetric  deductions  described  above) in lieu of any Effective Costs of
     Delivery  listed on Exhibit "A" for such pipeline  system.  Notwithstanding
     anything herein to the contrary, if the parties have included any gathering
     costs  (including  fuel  charges)  as a part  of any  Monthly  Index  Price
     Adjustment or Daily Index Price Adjustment (such inclusion will be noted in
     a footnote  on Exhibit  "A"),  then with  respect to that  pipeline  system
     covered by such  charge  only,  Buyer may not deduct any Costs of  Delivery
     (however,  Buyer may deduct any other  Costs of  Delivery  with  respect to
     other  pipeline  systems used to gather or transport such gas). If Buyer is
     able to obtain discounted  transportation  for a particular  transportation
     system  from a  gatherer  or  transporter  (below  the  Effective  Costs of
     Delivery listed on Exhibit "A"),  Buyer and Seller shall share the positive
     difference  between the Effective  Costs of Delivery minus the Actual Costs
     of Delivery on an equal basis (50%/50%). To accomplish such sharing, Seller
     shall pay Buyer one half of such difference  (Buyer may deduct such payment
     from the amounts owed Seller).


                                       II.

     Effective  July  1,  2002,  Article  I,  DEFINITIONS,  Section  1.22 of the
Agreement,  is  hereby  amended  by  deleting  the  same  in  its  entirety  and
substituting therefore the following:

          1.22 "Index Price  Adjustments" shall mean, with respect to a Baseload
     Price ("Monthly Index Price Adjustment") or Swing Price ("Daily Index Price
     Adjustment") for any Delivery Point(s),  differentials reasonably necessary
     to adjust the Monthly  Index or Daily Index for Gas to  accurately  reflect
     the market price for Gas (after taking into account Costs of Delivery),  or
     differentials  reasonably  necessary  to adjust the Monthly  Index or Daily
     Index for Gas to  reflect a  transportation/gathering  deduction  which the
     parties   desire   not   to   count   as   a   Cost   of   Delivery   (such
     transportation/gathering  deduction  shall be mutually agreed upon by Buyer
     and Seller), of like quantities and quality at the Delivery Point(s).  Such
     Index Price  Adjustments  shall be applicable to each Delivery  Point(s) as
     listed on Exhibit "A".

                                      III.

     Effective  July  1,  2002,  Article  I,  DEFINITIONS,  Section  1.32 of the
Agreement,  is  hereby  amended  by  deleting  the  same  in  its  entirety  and
substituting therefor the following:

          1.32 "Seller's  Estimate" means with respect to each Aggregation Area,
     Seller's good faith estimate under Section 3.5 of the quantity of Committed
     Gas that  seller  expects  to deliver at all  Delivery  Point(s)  within an
     Aggregation Area for the relevant Month and each Day of the Month.

          The term "Baseload  Designated  Percentage"  shall mean the percentage
     designated  by Seller each Month,  which will be utilized to establish  the
     Baseload  Quantity for all of Seller's gas at all Delivery Points,  for all
     Aggregation  Areas. The term "Swing  Designated  Percentage" shall mean the
     percentage  designated  by Seller  each  Month  which will be  utilized  to
     establish  in  part  the  Swing  Quantity  for all of  Seller's  gas at all
     Delivery  Points,  for  all  Aggregation  Areas.  The  sum of the  Baseload
     Designated  Percentage and the Swing  Designated  Percentage for each Month
     shall equal 100%.

          The  initial  Baseload  Designated  Percentage  and  Swing  Designated
     Percentage for Gas delivered in July, August,  September,  and October 2002
     shall be:

                 Baseload Designated Percentage -- 80%;
                 Swing Designated Percentage ------20%.

          Seller  shall have the right to  designate  in writing by October  15,
     2002 a  different  Baseload  Designated  Percentage  and  Swing  Designated
     Percentage  for Gas  delivered in November  2002.  Thereafter,  Seller will
     designate  the  Baseload  Designated  Percentage  and the Swing  Designated
     Percentage in writing to Buyer at least seven (7) days before the first day
     of the applicable  Month.  The Baseload  Designated  Percentage shall be no
     less than 45% and no greater  than 85%. If Seller  fails to timely  provide
     the Baseload Designated  Percentage and the Swing Designated Percentage for
     any applicable  Month, the percentages for the prior Month will be used for
     the applicable Month.

          The term  "Baseload  Quantity"  shall  mean an amount of gas each Day,
     determined for each Aggregation  Area  separately,  equal to the product of
     the Baseload Designated  Percentage  multiplied by the daily quantities set
     forth in the initial Seller's Estimate provided by Seller under Section 3.5
     each  Month for all  Delivery  Points in such  Aggregation  Area.  The term
     "Swing  Quantity"  shall mean all Gas delivered  each Day by Seller from an
     Aggregation  Area  that is in  excess  of the  Baseload  Quantity  for such
     Aggregation Area.

                                       IV.

     Effective July 1, 2004, ARTICLE III,  COMMITMENT OF GAS, Section 3.6 (c) of
the Agreement, is hereby amended by adding to the end thereof the following:

          Notwithstanding the foregoing,  effective July 1, 2004, (i) Seller has
     the first right to cause the Gas to be processed  upstream or downstream of
     the Delivery Point(s) for the removal of Removed Products.  Seller shall be
     responsible   for  providing  fuel  and  shrinkage   attributable  to  such
     processing and any other costs of  transportation  to the processing plant,
     and Seller (or its designee) shall be responsible  for taxes.  Seller shall
     provide net residue Gas to Buyer at the Delivery  Point(s)  attributable to
     the  processing.  Should  Buyer incur any of the  following  when Seller is
     causing the gas to be processed,  then Seller shall reimburse Buyer for (i)
     any fuel and shrinkage  attributable  to such  processing (or the purchased
     volumes will be adjusted to reflect the fuel and shrinkage), (ii) any other
     costs incurred by Buyer with respect to such processing, including costs of
     transportation of the fuel and shrinkage to the processing plant, and (iii)
     taxes  attributable to the processing.  If Seller is not causing the Gas to
     be processed  during a Month,  Buyer may cause the Gas to be processed  for
     Buyer's account (in which case Buyer will own the Removed Products and bear
     all costs of processing  including  costs of providing  fuel and shrinkage,
     transportation  costs,  fractionation  costs, and taxes attributable to the
     processing,  and Buyer shall then be responsible for paying Seller for 100%
     of the unprocessed  quantities  delivered at the Delivery Points. The party
     causing  the  gas  to be  processed  shall  bear  or  be  entitled  to  any
     costs/gains attributable to any natural gas liquids bank adjustments.

                                       V.

     Effective   January  1,  2002,   ARTICLE  IV,   QUANTITY;   SCHEDULING  AND
TRANSPORTATION  OF DAILY VOLUMES,  Section 4.2 (a) of the  Agreement,  is hereby
amended by deleting  the same in its  entirety  and  substituting  therefor  the
following:

          4.2 (a) Seller  Delivery  Event.  If, during any Day, Seller fails for
     any reason  (other than Force  Majeure as defined in Article X or any other
     reason excusing performance of Seller's obligation to deliver Committed Gas
     hereunder)  to deliver 100% of the Baseload  Quantity  from an  Aggregation
     Area (defined as a "Seller Delivery  Event"),  then Seller shall pay Buyer,
     in accordance  with the  provisions of Article VIII, an amount equal to the
     product of (x) the positive difference, if any, between (A) the Swing Price
     per  MMBtu  applicable  to Gas from the  Aggregation  Area,  minus  (B) the
     Baseload  Price that Buyer would have paid Seller for the quantities of the
     Baseload  Quantity not delivered by Seller from the applicable  Aggregation
     Area, and (y) the quantities of such Baseload  Quantity not delivered.  If,
     for  any  Month  for  which  Seller  has  selected  a  Baseload  Designated
     Percentage  between  60% and 80%,  inclusive,  for each  Aggregation  Area,
     during any Day of the subject  Month a Seller  Delivery  Event  occurs with
     respect to  deliveries  from an  Aggregation  Area,  then  Buyer  shall pay
     Seller,  in accordance with the provisions of Article VIII, an amount equal
     to the  product of (x) the  positive  difference,  if any,  between (A) the
     Baseload  Price that Buyer would have paid Seller for the quantities of the
     Baseload  Quantity not delivered by Seller from the applicable  Aggregation
     Area,  and  (B)  the  Swing  Price  applicable  to  such  Gas,  and (y) the
     quantities  of such  Baseload  Quantity not  delivered.  In the event daily
     deliveries are incapable of being  determined  because the measuring  party
     does not  provide  daily  quantities,  then it will be assumed  that Seller
     delivered on each Day of a Month from an Aggregation  Area a quantity equal
     to  the  actual  monthly   quantity   allocated   prorata  based  on  daily
     nominations. If daily nominations are unavailable,  the daily quantity will
     be equal to the monthly  quantity for the  Aggregation  Area divided by the
     number of days in the Month. Nothing herein shall be construed as relieving
     Seller from  liability  for an Imbalance  Charge under  Section  11.3.  Any
     amounts  due Seller or Buyer  hereunder  shall be paid in  accordance  with
     Article VIII.

                                       VI.

     Effective July 1, 2002,  ARTICLE VII, PRICE,  Section 7.4 of the Agreement,
is hereby amended by deleting the same in its entirety and substituting therefor
the following:

          7.4  Redetermination  of  Index(es),  Index  Price  Adjustments,   and
     Effective  Costs of Delivery.  If, during the term of this Agreement (a) an
     Index used to determine  the Monthly  Index or Daily Index for any Delivery
     Point ceases to be available,  (b) either party believes that another Index
     more accurately  reflects  existing  market  conditions with respect to any
     Delivery  Point(s) than the Index currently being used with respect to such
     Delivery  Point(s),   (c)  either  party  believes  that  the  Index  Price
     Adjustments  with  respect  to any  Monthly  Index or Daily  Index  for any
     Delivery   Point(s)  no  longer   accurately   reflects  all  differentials
     reasonably  necessary to adjust the Monthly Index or Daily Index for Gas to
     accurately  reflect the market price for Gas of like quantities and quality
     at such Delivery Point(s) or, where a transportation/gathering deduction is
     included in an Index Price Adjustment,  same no longer accurately  reflects
     the cost of  transportation/gathering on the applicable pipeline system, or
     (d) either party believes that the Effective Costs of Delivery set forth on
     Exhibit "A" do not accurately  reflect the costs of moving the Gas from the
     Delivery  Point(s) to the pricing  point(s),  then either party may request
     the  other  to  reconsider  the  currently-applicable  Index,  Index  Price
     Adjustment,  or  Effective  Costs of Delivery  set forth on Exhibit "A," in
     accordance  with Section 7.5. The parties shall review the  appropriateness
     of all  Index(es),  Index Price  Adjustments,  and Costs of  Delivery  used
     hereunder not less than annually.

                                      VII.

     Effective July 1, 2002, Article VIII,  BILLING AND PAYMENT,  Section 8.2(b)
of the  Agreement,  is hereby  amended by deleting  the same in its entirety and
substituting therefore the following:

          8.2 (b). If Seller has elected, in accordance with Section 8.1, not to
     provide Buyer with a statement and  accompanying  invoice  hereunder,  then
     Buyer's payments hereunder (including but not limited to any Buyer Payment)
     shall be  payable on or before  the 25th Day of each  Month  following  the
     Month  on  which  Committed  Gas was  delivered  and  shall be based on (i)
     applicable  Transporter  statements  or, (ii)  Seller's  Estimate (it being
     understood that such Seller's  Estimate shall be adjusted to reflect actual
     deliveries  as soon as  practicable  after such  actual  deliveries  become
     known). Buyer shall submit to Seller with each Monthly payment a written or
     electronically transmitted schedule showing, for each Delivery Point(s) for
     such Month,  (A) the quantities of Committed Gas delivered to such Delivery
     Point(s)  and  any  reductions   thereto  due  to  upstream  or  downstream
     processing pursuant to Section 3.6(c), (B) the Contract Price applicable to
     such Committed Gas,  indicating where  appropriate the applicability of the
     Initial Price or the Alternate  Price,  (C) the Index Price,  (D) any Index
     Price  Adjustments,  and (E) any Costs of Delivery.  In addition,  separate
     statements  shall be  provided  by not later than the 25th Day of the Month
     following the Month on which  Committed Gas was  delivered,  to reflect (x)
     any  amounts  due Buyer or Seller_ in  respect of an  Imbalance  Charge for
     which  either  party  is  responsible  (including  reasonably  satisfactory
     evidence  of such  amounts)  and  (y)  the  quantity  of any  shortfall  in
     deliveries or takes due to a Seller  Delivery  Event or a Buyer Take Event,
     as applicable.  Any amounts due in accordance  with the preceding  sentence
     shall be paid not later than 25 days after  receipt of such  statement.  If
     the Day on which  payment is due under this  Section 8.2 does not fall on a
     Business Day, then Buyer's  payment shall be due on the following  Business
     Day.  Seller  shall  cooperate  with  Buyer in  helping  Seller  obtain all
     information necessary or desirable to prepare Buyer's payment statements in
     accordance with this Section 8.2.

                                      VIII.

     Effective July 1, 2002,  ARTICLE IX,  EFFECTIVE  DATE AND TERM,  RELEASE OF
GAS, Section 9.1 of the Agreement, is hereby amended by deleting the same in its
entirety and substituting therefor the following:

          9.1 Generally.  This Agreement  shall be effective as of the Effective
     Date and shall continue and remain in full force and effect until the first
     to occur of the following:  (a) October 31, 2008 (it being  understood that
     subject  to the other  terms  and  conditions  of this  Section  9.1,  this
     Agreement  shall be  automatically  extended for one Year,  beginning  with
     November  1,  2008 , and  continuing  on  each  subsequent  anniversary  of
     November 1, 2008 thereafter, unless one party gives the other party written
     notice of its intention to terminate this Agreement at least 180 Days prior
     to November 1, 2008 or any  anniversary  thereof) , (b) termination of this
     Agreement  by Seller for a Material  Buyer  Take Event in  accordance  with
     Section  4.2(c),  (c)  termination of this  Agreement upon  occurrence of a
     Buyer  Bankruptcy  Event or a Seller  Bankruptcy  Event in accordance  with
     Section 12.1(c)(i), (d) termination of this Agreement by Seller for a Buyer
     Payment Event in accordance with Section 12.1(c)(i),  or (e) termination by
     Seller in  accordance  with the  succeeding  sentences of this Section 9.1.
     Notwithstanding  anything  herein to the  contrary,  Seller  shall have the
     right to terminate  this  Agreement upon giving Buyer at least a sixty (60)
     Days' prior written notice if after July 1, 2004 (i) a change of control of
     Buyer or Cinergy Corp.  occurs (for purposes hereof, a change of control of
     Buyer shall be deemed to occur if Cinergy Corp. no longer owns, directly or
     indirectly,  at least fifty percent (50%) of the  securities or partnership
     interests  of Buyer,  and a change of  control of  Cinergy  Corp.  shall be
     deemed to occur if a third party owns more than fifty  percent (50%) of the
     securities  of Cinergy  Corp.),  or (ii) Seller (or one of its  Affiliates)
     acquires,  directly or  indirectly,  a company  engaged in the marketing of
     natural gas in the United States or Canada; provided, however, in the event
     Seller  terminates this Agreement  pursuant to this sentence,  Seller shall
     pay Buyer a  termination  fee equal to the product of (a) $0.025 per MMBtu,
     times (b) the  average  daily  quantity  of Gas in MMBtu sold by Seller and
     purchased by Buyer under this Agreement during the twelve (12) month period
     preceding the effective  date of the  termination,  times the lesser of (i)
     730 days,  or (ii) the number of days  between  the  effective  date of the
     termination and November 1, 2008.

          Effective  July 1, 2002, in the event that there is a material  change
     in the financial condition, net worth, assets, properties, or operations of
     Buyer which,  taken as a whole, can reasonably be anticipated to impair the
     ability  of Buyer to make  payments  hereunder  or should  Cinergy  Corp.'s
     senior unsecured long-term debt rating (not supported by third-party credit
     enhancements),  or if no such rating exists, its issuer rating,  fall below
     BBB- by Standard & Poor's Rating Group,  or its  successor,  and fall below
     Baa3 by Moody's Investor Services, Inc., or its successor,  then Seller may
     demand adequate  assurance of payment for Buyer's  estimated  liability for
     two months worth of Seller's gas. Such assurance of payment may include but
     not be limited to a standby  irrevocable letter of credit, a prepayment,  a
     security  interest  in an asset  acceptable  to  Seller,  or a  performance
     guarantee  issued by an acceptable  third party. In the event that Buyer is
     unable to provide such adequate  assurance within five (5) Business Days of
     the demand  therefor,  then  Seller may,  upon ten (10) days prior  notice,
     terminate this Agreement.

                                       IX.

     Effective July 1, 2002, ARTICLE XII, CERTAIN EVENTS AFFECTING  PERFORMANCE,
Section 12.1 (a) of the Agreement, is hereby amended by deleting the same in its
entirety and substituting therefor the following:

          Section 12.1 (a) Buyer Defined Event.  Each of the following  shall be
     deemed a "Buyer Event":  (i) Buyer's failure to pay or cause to be paid any
     undisputed  amount owing under this Agreement when due (including,  without
     limitation,  Buyer Payment in accordance  with Section  4.2(b) and interest
     accrued on any amounts payable hereunder in accordance with Section 8.5) by
     the 25th Day of each Month,  following the Month on which Committed Gas was
     delivered, subject in all respects to Buyer's rights under Sections 8.2 and
     8.3 (a "Buyer  Payment  Event");  (ii) the occurrence of one or more of the
     following  events with respect to Buyer: (A) the entry of a decree or order
     for relief  against any entity  controlling  Buyer by a court of  competent
     jurisdiction in any involuntary  case brought against any such entity under
     any  bankruptcy  insolvency  or other  similar law  (collectively,  "Debtor
     Relief  Laws")  generally  affecting  the rights of creditors and relief of
     debtors now or  hereafter  in effect,  (B) the  appointment  of a receiver,
     liquidator,  assignee,  custodian,  trustee,  sequestrator or other similar
     agent under  applicable  Debtor  Relief Laws for any such entity or for any
     substantial part of its assets or property, (C) the ordering of the winding
     up or  liquidation  of any  such  entity's  affairs,  (D) the  filing  of a
     petition against any such entity in any such  involuntary  bankruptcy case,
     which petition remains undismissed for a period of 180 Days or which is not
     dismissed  or suspended  pursuant to Section 305 of the Federal  Bankruptcy
     Code (or any corresponding provision of any future United States bankruptcy
     law), (E) the commencement by any such entity of a voluntary case under any
     applicable Debtor Relief Law now or hereafter in effect, (F) the consent by
     any such entity to the entry of an order for relief in an involuntary  case
     under any such law or to the  appointment of or the taking of possession by
     a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
     similar agent under any  applicable  Debtor Relief Laws for any such entity
     or for any substantial part of its assets or property, or (G) the making by
     any such entity of any general  assignment for the benefit of its creditors
     (the events  referred  to in clauses  (A)  through  (G) being  collectively
     referred to as a "Buyer Bankruptcy  Event");  (iii) the inaccuracy,  in any
     material  respect,  of any  representation  or  warranty  made by  Buyer in
     Section 14.15 (a "Buyer Representation  Event"); or (iv) Buyer's failure to
     perform any  covenant or other  obligation  in this  Agreement  (other than
     those  specified in clauses (i) through  (iii) of this Section  12.1(a) and
     those  specified in the last paragraph of Section 9.1), and if such failure
     is  susceptible  of cure  before  Seller  suffers  any costs or losses as a
     result thereof, but such failure is not remedied within thirty (30) Days of
     Buyer's  receipt of a written  notice  describing  the  particulars of such
     failure in  reasonable  detail (such  failure  being herein  called  "Buyer
     Covenant Event").

                                       X.

     Effective   July  1,  2002,  the  current  form  of  Exhibit  "A,"  however
designated,  that is in  effect  immediately  prior to July 1,  2002,  is hereby
amended by deleting the same and  substituting  therefor  the  attached  Exhibit
"A:JUL-02," a copy of which is attached hereto as Attachment "A." Each reference
in the  Agreement  to the  phrase,  "Exhibit  A," shall be a  reference  to such
Exhibit "A:JUL-02."


                                       XI.

     Effective  July 1, 2002,  Schedule 3.6-B of the Agreement is hereby amended
by deleting  the same in its  entirety  and  substituting  therefor the Schedule
3.6-C attached hereto. Each reference in the Agreement to the phrase,  "Schedule
3.6," shall be a  reference  to such  Schedule  3.6-C.  Effective  July 1, 2004,
Schedule  3.6-C  shall  be  deleted  in its  entirety  and  shall no  longer  be
effective.

                                      XII.

     For the  avoidance of doubt,  Seller and Buyer  acknowledge  and agree that
Seller's acquisition of HS Resources,  Inc. was within the purview of acceptable
acquisitions  exempted from the  provisions of Section 15.12 of the Purchase and
Sale  Agreement,  by and among Oryx Gas Marketing  Limited  Partnership,  Apache
Gathering Company, and Cinergy  Corporation,  dated June 18, 1998 and any of the
gas that is  produced or  controlled  by Seller or  Seller's  affiliates  and is
produced  from the Rocky  Mountain  production  area in the States of  Colorado,
Utah,  or Wyoming  including,  but not  limited,  to gas from  wells  behind the
Wattenberg  Gas Plant  located in Weld County,  Colorado,  shall be deemed to be
Excluded Gas, and not Committed  Gas, for all purposes under Article III of this
Agreement.  If Seller should  subsequently  agree to sell to Buyer such Excluded
Gas, and Buyer should agree to purchase any of such Excluded Gas, then such sale
will be concluded  under a separate  contract to be negotiated by the parties at
mutually agreeable prices and quantities.

                                      XIII.


     Except as specifically  amended hereby,  the remaining terms and conditions
of the  Agreement  shall remain in full force and effect.  In the event that the
amendments  contained  herein  conflict with terms and conditions  which are not
specifically amended, then the amendments contained herein shall prevail.


<PAGE>

     IN WITNESS WHEREOF,  this Amendment is executed in multiple originals to be
effective  on July 1, 2002,  except  that the  provisions  of Article IV of this
Amendment shall be effective on January 1, 2002.



                                          ORYX GAS MARKETING LIMITED PARTNERSHIP

                                          By: Kerr-McGee Oil & Gas Onshore LLC,
                                          Its Managing General Partner

                                          By:  /s/ Kenneth W. Crouch
                                               ---------------------
                                          Name:  Kenneth W. Crouch
                                          Title:  Senior Vice President

                                          KERR-MCGEE OIL & GAS ONSHORE LP

                                          By:  Kerr-McGee Oil & Gas Onshore LLC,
                                          Its Managing General Partner

                                          By:  /s/ Kenneth W. Crouch
                                               ---------------------
                                          Name:  Kenneth W. Crouch
                                          Title:  Senior Vice President
                                          KERR-MCGEE OIL & GAS CORPORATION

                                          By:  /s/ Kenneth W. Crouch
                                               ---------------------
                                          Name:  Kenneth W. Crouch
                                          Title:  Senior Vice President

                                          CINERGY MARKETING & TRADING, LP

                                          By:  /s/ Bruce Sukaly
                                               ----------------
                                          Name:  Bruce Sukaly
                                          Title:  Senior Vice President, Natural
                                            Gas Trading & Origination