FIRST AMENDMENT TO CREDIT AGREEMENT

“Soluciones Energéticas” means Soluciones Energéticas S.R.L., a limited liability company (sociedad comercial responsabilidad limitada) organized and existing under the laws of the Republic of Perú.”

(iv) Section 7.9 is amended by adding the following subclause (h):

“(h) Corvina Offshore Field Project Payments.”

(v) Section 7.18 is amended by adding the following subclause (e):

“(e) to the extent otherwise limited by this Section 7.18, Corvina Offshore Field Project Payments.”

(vi) Section 7.19 is amended by adding the following subclause (h):

“(h) to the extent otherwise limited by this Section 7.19, Corvina Offshore Field Project Payments.”

(vii) subclause (a) of the defined term “Change in Control” is hereby replaced in its entirety by the following:

“(a) The failure by BPZ Resources to (A) beneficially own, directly or indirectly, (i) at least 51% of the outstanding shares of Capital Stock and Voting Stock of the Borrower, (ii) 100% of the outstanding shares of Capital Stock and Voting Stock of BPZ Energy, and (iii) 100% of the outstanding shares of Capital Stock and Voting Stock of Soluciones Energéticas or (B) have the power to direct or cause the direction of the management and policies of the Borrower, BPZ Energy and Soluciones Energéticas,”

(viii) Section 7.22(g) is replaced in its entirety by the following:

“Maximum Indebtedness. None of the Loan Parties shall permit the Consolidated Total Debt of the Borrower, to exceed in the aggregate (i) US$120,000,000 (or its equivalent in other currencies) for the fiscal year ended December 31, 2011 and (ii) US$150,000,000 (or its equivalent in other currencies) thereafter, at any time outstanding, of which no more than US$120,000,000 (or its equivalent in other currencies) may be secured by any Property of any Loan Party or any of its Subsidiaries.”

(ix) Article IX is amended by adding the following section:

“Section 9.13 Soluciones Energéticas shall be jointly and severally liable with the Guarantors, for their obligations under this Article IX, as determined in accordance with, and subject to the terms and upon the conditions of, this Article IX.”

SECTION 2.   Representations and Warranties. Each Loan Party hereby represents and warrants to the Secured Parties that:

(a)      this Amendment has been duly and validly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable against

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such Loan Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or in law); and

(b)      each of the representations and warranties made by each Loan Party in or pursuant to the Credit Agreement is: (1) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), or (2) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

SECTION 3.      Effectiveness. The amendments to the Credit Agreement set forth in Section 1 shall become effective as of the Effective Date, upon receipt by the Administrative Agent of counterparts of this Amendment, duly executed by each of the Loan Parties and the Lenders.

SECTION 4.   Reference to and Effect on the Loan Documents.

(a)      On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as modified by this Amendment, and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

(b)      The Credit Agreement, as specifically modified by this Amendment, and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

SECTION 5.   Counterparts. This Amendment may be executed and delivered in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an electronic counterpart to this Amendment shall be effective as manual delivery thereof.

SECTION 6.   Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 7.   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (NOT INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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

[Signature Page to Amendment to Credit Agreement]

[Signature Page to Amendment to Credit Agreement]

[Signature Page to Amendment to Credit Agreement]

[Signature Page to Amendment to Credit Agreement]

[Signature Page to Amendment to Credit Agreement]

[Signature Page to Amendment to Credit Agreement]