EX-10.2 Letter Agreement to Eighth Restated Credit Agreement dated as of November 5, 2014

November 5, 2014

Ladies and Gentlemen:

1.Borrowing Base. This letter agreement constitutes a New Borrowing Base Notice delivered pursuant to Section 2.07(e) of the Credit Agreement. Pursuant to Section 2.07 of the Credit Agreement, and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders hereby agree that the Borrowing Base shall be increased from $484,500,000 to $650,000,000 effective as of November [5], 2014, and continuing until the next Scheduled Redetermination, Interim Redetermination, Optional Swap Unwind Redetermination, or other adjustment of the Borrowing Base, as applicable, pursuant to the terms of the Credit Agreement. The parties hereto agree that the redetermination of the Borrowing Base provided for in this Section 1 shall be the November 1, 2014 Scheduled Redetermination and shall not be deemed or construed to be an Interim Redetermination or Optional Swap Unwind Redetermination for purposes of Section 2.07 of the Credit Agreement.

2.    Extension of the Specified Period. Reference is made to that certain Limited Consent and Fourteenth Amendment to Eighth Restated Credit Agreement dated as of May 19, 2014 by and among Parent, Borrowers, Administrative Agent and the Lenders (as amended by the August 2014 Letter Agreement (as defined below), the “Limited Consent”) and that certain Letter Agreement dated as of August 14, 2014 by and among Parent, Borrowers, Administrative Agent and the Lenders (the “August 2014 Letter Agreement”). In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders hereby (a) extend the Specified Period (as defined in the Limited

Consent and as extended in the August 2014 Letter Agreement) until the effective date of the May 1, 2015 Scheduled Redetermination pursuant to Section 2.07 of the Credit Agreement and (b) provide their limited consent to the Temporary Hedging Noncompliance (as defined in the Limited Consent) for the Specified Period as so extended.

3.    Conditions Precedent to Borrowing Base Increase, Extension of Specified Period and Limited Consent. The increase of the Borrowing Base provided for in Section 1 hereof and the extension of the Specified Period and the limited consent provided for in Section 2 hereof shall be subject to the occurrence of each of the following conditions precedent:

(a)    The Administrative Agent shall have received counterparts hereof duly executed by Parent, each Borrower and each Lender;

(b)    The Administrative Agent and J.P. Morgan Securities LLC shall have received all fees and other amounts due and payable on or prior to the effective date of the increase of the Borrowing Base provided for in Section 1 and the extension of the Specified Period provided for in Section 2, including, without limitation, the upfront fees described in clause (c) below; and

(c)    The Administrative Agent shall have received, for the account of each Increasing Lender (as defined below), an upfront fee in an amount, for each such Increasing Lender, equal to 30 basis points (0.30%) of such Increasing Lender’s Increased Commitment (as defined below). As used herein, “Increasing Lender” means each Lender whose Commitment, after giving effect to Section 1 hereof, exceeds such Lender’s Commitment on December 18, 2013 (after giving effect to the increase in the Borrowing Base to $600,000,000 on such date) and “Increased Commitment” means the amount of such excess.

4.    Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this letter agreement, each Credit Party hereby represents and warrants to the Lenders and Administrative Agent as follows:

5.    Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement, the Limited Consent, the August 2014 Letter Agreement and the other Loan Documents shall, except as amended and modified hereby, remain in full force and effect. Nothing contained herein shall limit or impair any Liens securing the Indebtedness, each of which are hereby ratified, affirmed and extended to secure the Indebtedness as they may be increased pursuant hereto. Each

Guarantor party hereto consents and agrees to this letter agreement, and each Credit Party agrees that the Loan Documents to which it is a party (including, without limitation, in the case of the Guarantors, the Guaranty Agreement) shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Credit Party, enforceable against it in accordance with its terms.

6.    No Other Waiver. Except as explicitly set forth in Section 2, nothing contained in this letter agreement shall be construed as a waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit Agreement, the other Loan Documents or any other contract or instrument between any Credit Party and the Administrative Agent or any Lender, and the failure of the Administrative Agent or any Lender at any time or times hereafter to require strict performance by the Credit Parties of any provision thereof shall not waive, affect or diminish any right of the Administrative Agent to thereafter require strict compliance therewith. The Administrative Agent and the Lenders shall have no obligation to grant any future waivers, consents, extensions or amendments with respect to the Credit Agreement or any other Loan Document.

7.    Miscellaneous. (a) Parent and Borrowers hereby jointly and severally agree to pay on demand all reasonable fees and expenses incurred by the Administrative Agent (including, without limitation, reasonable fees and expenses of counsel to the Administrative Agent) in connection with the preparation, negotiation and execution of this letter agreement and all related documents; (b) this letter agreement may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this letter agreement until a counterpart hereof has been executed by Parent, Borrowers, the Administrative Agent and each of the Lenders, and facsimiles or other electronic transmission (e.g., pdf) shall be effective as originals; (c) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES, AND THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES; (d) this letter agreement constitutes a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement; and (e) this letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Please evidence your agreement to each of the provisions of this letter agreement by executing a counterpart hereof where indicated and returning a fully executed counterpart to Clay Hufft, counsel for the Administrative Agent, via facsimile to ###-###-#### or electronic e-mail to ***@***.

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Lender

By:     /s/ Patrick McWilliams     

Patrick McWilliams,

Authorized Officer

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By:     /s/ Nancy M. Mak     

Name:    Nancy M. Mak    

Title:    Senior Vice President    

ROYAL BANK OF CANADA,

as a Lender

By:     /s/ Mark Lumpkin, Jr.     

Name:    Mark Lumpkin, Jr.    

Title:    Authorized Signatory    

UBS AG, STAMFORD BRANCH,

as a Lender

By:     /s/ Lana Gifas     

Name:    Lana Gifas    

Title:    Director    

By:     /s/ Jennifer Anderson     

Name:    Jennifer Anderson    

Title:    Associate Director    

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Lender

By:     /s/ Mark Roche     

Name:    Mark Roche    

Title:    Managing Director    

By:     /s/ Michael Willis     

Name:    Michael Willis    

Title:    Managing Director    

SOCIÉTÉ GÉNÉRALE,

as a Lender

By:     /s/ David Bornstein     

Name:    David Bornstein    

Title:    Director    

WELLS FARGO BANK, N.A.,

as a Lender

By:     /s/ Catherine Cook     

Name:    Catherine Cook    

Title:    Director    

THE BANK OF NOVA SCOTIA,

as a Lender

By:     /s/ Alan Dawson        

Name:    Alan Dawson    

Title:    Director    

COMERICA BANK,

as a Lender

By:     /s/ Devin S. Eaton     

Name:    Devin Eaton    

Title:    Relationship Manager    

NATIXIS, NEW YORK BRANCH,

as a Lender

By:     /s/ Louis P. LaVille     

Name:    Louis P. LaVille, III    

Title:    Managing Director    

By:      /s/ Stuart Murray     

Name:    Stuart Murray    

Title:    Managing Director    

AMEGY BANK NATIONAL ASSOCIATION,

as a Lender

By:     /s/ Larry L. Sears     

Name:    Larry L. Sears    

Title:    Senior Vice President    

COMPASS BANK,

as a Lender

By:     /s/ Kathleen J. Bowen     

Name:    Kathleen J. Bowen    

Title:    Senior Vice Presideng    

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

By:     /s/ Michael Spaight     

Name:    Michael Spaight    

Title:    Authorized Signatory

By:      /s/ Remy Riester

Name: Remy Riester

Title:     Authorized Signatory

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By:     /s/ George E. McKean     

Name:    George E. McKean    

Title:    Senior Vice President    

MUFG UNION BANK, N.A.,

as a Lender

By:     /s/ Rachel Bowman         

Name:    Rachel Bowman    

Title:    Vice President    

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:     /s/ Nicholas T. Hanford     

Name:    Nicholas T. Hanford    

Title:    Vice President    

GOLDMAN SACHS BANK USA,

as a Lender

By:     /s/ Rebecca Kratz     

Name:    Rebecca Kratz    

Title:    Authorized Signatory