0001104659-12-018171 Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York

This Third Amendment (this “Amendment”) to that certain Credit Agreement, dated as of July 6, 2011 (as amended, the “Credit Agreement”), by and among BPZ EXPLORACIÓN & PRODUCCIÓN S.R.L., as borrower (the “Borrower”), BPZ RESOURCES, INC. and BPZ ENERGY LLC, as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), the Lenders party thereto from time to time (the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”), is entered into as of February 29, 2012. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York

This Second Amendment (this “Amendment”) with respect to that certain Credit Agreement, dated as of January 27, 2011 (the “Credit Agreement”), by and among EMPRESA ELÉCTRICA NUEVA ESPERANZA S.R.L., as borrower (the “Borrower”), BPZ RESOURCES, INC. and BPZ EXPLORACIÓN & PRODUCCIÓN S.R.L., as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), the Lenders party thereto from time to time (the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”), is entered into as of September 12, 2011. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York

This Third Amendment (this “Amendment”) to that certain Credit Agreement, dated as of July 6, 2011 (the “Credit Agreement”), by and among, EMPRESA ELÉCTRICA NUEVA ESPERANZA S.R.L.as borrower (the “Borrower”), BPZ RESOURCES, INC. and BPZ EXPLORACIÓN & PRODUCCIÓN S.R.L., as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), the Lenders party thereto from time to time (the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”), as amended as of July 6, 2011, is entered into as of December 30, 2011. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York

This Second Amendment (this “Amendment”) to that certain Credit Agreement, dated as of July 6, 2011 (the “Credit Agreement”), by and among BPZ EXPLORACIÓN & PRODUCCIÓN S.R.L., as borrower (the “Borrower”), BPZ RESOURCES, INC. and BPZ ENERGY LLC, as guarantors (the “Guarantors”) and, together with the Borrower, the “Loan Parties”), the Lenders party thereto from time to time (the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”), as amended as of September 12, 2011, is entered into as of December 30, 2011. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York

This First Amendment (this “Amendment”) with respect to that certain Credit Agreement, dated as of January 27, 2011 (the “Credit Agreement”), by and among EMPRESA ELéCTRICA NUEVA ESPERANZA S.R.L., as borrower (the “Borrower”), BPZ RESOURCES, INC. and BPZ EXPLORACIóN & PRODUCCIóN S.R.L., as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), the Lenders party thereto from time to time (the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”), is entered into as of July 6, 2011. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York

This First Amendment (this “Amendment”) with respect to that certain Credit Agreement, dated as of July 6, 2011 (the “Credit Agreement”), by and among BPZ EXPLORACIÓN & PRODUCCIÓN S.R.L., as borrower (the “Borrower”), BPZ RESOURCES, INC. and BPZ ENERGY LLC, as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), the Lenders party thereto from time to time (the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”), is entered into as of September 12, 2011. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

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