Exhibit 10.2


 


	
  GE
  Energy

  	
   

  	
  Mario
  Gomez-Blanco Project Manager

  



 


January 23,
2009


 


Empresa
Electrica Nuevu Esperanza S.R.L.


Av. Victor A. Belaunde N° 147 Int


703 Edificio Real 6 San Isidro


Lima,
Peru


Attention:
Edward J. Gilliard; BPZ Resources; Houston. TX


 


	
  SUBJECT:

  	
  Empresa
  Electrica Nueva Esperanza–Caleta Cruz Contract

  
	
   

  	
  Notice:
  Requirements for Suspension of Contract CMS 705100, CF20304

  



 


Dear
Mr. Gilliard


 


In
connection with the above-referenced contract, based on recent discussions
between us concerning the extended time-line for BPZ’s power project in Peru, and BPZ’s desire accordingly to defer certain
payment obligations for a period of
time, we have expressed our
willingness to accommodate BPZ as set forth in this letter.


 


The
purpose of this letter is to serve notice that GE agrees to
extend the deadline to pay Milestone Payment 4 in the amount of $3,431,000 USD
no later than February 25, 2009 in exchange for maintaining contract
suspension until November 15, 2009. Once Buyer decides to bring the contract
out of suspension, it will immediately
provide satisfactory evidence that payment security has been established and
new delivery dates, pricing and payment schedule will be agreed upon by both parties in the form of a Change Order, all
payments made up to that date will
be applied to the new price.


 


For
purposes of this amendment agreement, the term “Suspension Period” means the
period from and including December 15, 2008 until November 15, 2009.
Provided that Empresa Electrica Nueva Esperanza pays Milestone
Payment  4 by February 25, 2009, no failure on the
part of either party to perform any of its obligations under the above
referenced contract or to work on the Project (as defined in the contract)
during the Suspension Period shall give rise to any breach or default by such party or to any right on the part of the other party to terminate the contract.


 


Outstanding invoice for Milestone Payment 5 in the
amount of $3,508,142.86 shall be paid in full no later than November 16, 2009. Failure to make payment in full for this invoice shall result in immediate contract termination
with no cure period or time to correct breach.


 


	
  Sincerely,

  	
   

  	
   

  	
   

  	
  Acknowledge
  and agreed

  
	
   

  	
   

  	
   

  	
   

  	
  Empresa
  Electrica

  
	
   

  	
   

  	
   

  	
   

  	
  Nueva
  Esperanza S.R.L.

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Mario Gomez-Blanco

  	
   

  	
  /s/ Pedro Weiss Barker

  	
   

  	
  /s/ Rafael Zoeger

  
	
  Mario Gomez-Blanco

  	
   

  	
  Pedro Weiss Barker

  	
   

  	
  Printed Name:

  	
  Rafael Zoeger

  
	
  Project Manager Americas

  	
   

  	
  National Executive

  	
   

  	
  Title:

  	
  General Manager

  
	
  GE Package Power, Inc.

  	
   

  	
  GE International, Inc.

  	
   

  	
  Date: 

  	
  23 January 2009

  
	
   

  	
   

  	
  Sucursal de Peru

  	
   

  	
   

  	
   

  



 


	
  GE
  Packaged Power, Inc.

  	
   

  	
  T

  	
  (281)
  864-6137

  	
   

  	
  

  
	
  16415
  Jacintoport Blvd

  	
   

  	
  M

  	
  (713)
  302-4084

  	
   

  
	
  Houston,
  Texas

  	
   

  	
  E

  	
  Mario.Gomez-Blanco@ge.com

  	
   

  
	
  USA

  	
   

  	
   

  	
   

  	
   

  



 


1