Item 1.01. Entry into a Material Definitive Agreement.

On January 14, 2013, BPZ Resources, Inc. (the "Company") and its subsidiaries BPZ Exploración & Producción S.R.L. ("BPZ E&P"), BPZ Energy LLC, and Soluciones Energéticas S.R.L., executed a waiver to the $75 million Credit Agreement dated July 6, 2011 with Credit Suisse AG, Cayman Islands Branch ("Credit Suisse"). Credit Suisse provided waivers as of December 31, 2012 with respect to certain provisions of the $75 million Credit Agreement in respect of BPZ E&P's minimum crude oil barrel production for the fiscal quarter ended December 31, 2012.

In addition, on January 14, 2013, the Company and its subsidiaries Empresa Eléctrica Nueva Esperanza S.R.L. and BPZ E&P, executed a waiver to the $40 million Credit Agreement dated January 27, 2011 with Credit Suisse. Credit Suisse provided waivers as of December 31, 2012 with respect to certain provisions of the $40 million Credit Agreement in respect of BPZ E&P's minimum crude oil barrel production for the fiscal quarter ended December 31, 2012.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 in this Current Report regarding the Waivers of Debt Facilities is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On January 14, 2013, the minimum net production requirement of 140,000 barrels for the quarter ended December 31, 2012 was waived under the Credit Agreements described above. The Company estimated 100% gross crude oil production levels for the fourth quarter to be approximately 273,500 barrels, which on a 51% net production basis to BPZ Energy under its' arrangement with Pacific Rubiales Energy Corp., is equivalent to 139,500 barrels.

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