Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IgAAS+aCBIy9sy146S/zgmul7xHFGvWMi1M9McE8BBvr8Za1OgsXnvJe4JuVbmor FYu9zsIVDCYAmbdmer7GZQ== 0000891836-09-000148.txt : 20090706 0000891836-09-000148.hdr.sgml : 20090703 20090706171304 ACCESSION NUMBER: 0000891836-09-000148 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090706 DATE AS OF CHANGE: 20090706 GROUP MEMBERS: EDWARD H. MCDERMOTT GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: SAN FRANCISCO PARTNERS, L.P. GROUP MEMBERS: SF ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO ADVISORY CORP GROUP MEMBERS: SPO ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO PARTNERS II, L.P. GROUP MEMBERS: WILLIAM E. OBERNDORF GROUP MEMBERS: WILLIAM J. PATTERSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BPZ RESOURCES, INC. CENTRAL INDEX KEY: 0001023734 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330502730 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50341 FILM NUMBER: 09931689 BUSINESS ADDRESS: STREET 1: 580 WESTLAKE PARK BLVD. STREET 2: SUITE 525 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815566200 MAIL ADDRESS: STREET 1: 580 WESTLAKE PARK BLVD. STREET 2: SUITE 525 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: BPZ ENERGY INC DATE OF NAME CHANGE: 20050215 FORMER COMPANY: FORMER CONFORMED NAME: NAVIDEC INC DATE OF NAME CHANGE: 19961017 SC 13G 1 sc0068.htm SCHEDULE 13G Schedule 13G

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

BPZ Resources, Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

055639108

(CUSIP Number)

June 25, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). SPO Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 10,280,113 (1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 10,280,113 (1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,280,113
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.1%
12.	Type of Reporting Person (See Instructions) (PN)

(1) Power is exercised through its sole general partner, SPO Advisory Partners, L.P.

Page 2 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). SPO Advisory Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 10,280,113 (1) (2)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 10,280,113 (1) (2)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,280,113
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.1%
12.	Type of Reporting Person (See Instructions) (PN)

(1) Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2) Power is exercised through its sole general partner, SPO Advisory Corp.

Page 3 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). San Francisco Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 354,100 (1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 354,100 (1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 354,100
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 0.3%
12.	Type of Reporting Person (See Instructions) (PN)

(1) Power is exercised through its sole general partner, SF Advisory Partners, L.P.

Page 4 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). SF Advisory Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 354,100 (1) (2)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 354,100 (1) (2)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 354,100
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 0.3%
12.	Type of Reporting Person (See Instructions) (PN)

(1) Solely in its capacity as the sole general partner of San Francisco Partners, L.P.

(2) Power is exercised through its sole general partner, SPO Advisory Corp.

Page 5 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). SPO Advisory Corp.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 10,634,213 (1) (2)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 10,634,213 (1) (2)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,634,213
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.4%
12.	Type of Reporting Person (See Instructions) (CO)

(1) Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 10,280,113 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 354,100 of such shares.

(2) Power is exercised through its four controlling persons, John H. Scully, William E. Oberndorf, William J. Patterson and Edward H. McDermott.

Page 6 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). John H. Scully
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 10,200 (1)
		6.	Shared Voting Power 10,634,213 (2)
		7.	Sole Dispositive Power 10,200 (1)
		8.	Shared Dispositive Power 10,634,213 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,644,413
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.4%
12.	Type of Reporting Person (See Instructions) (IN)

(1) These shares are held in Mr. Scully’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 7 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William E. Oberndorf
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 83,700 (1)
		6.	Shared Voting Power 10,634,213 (2)
		7.	Sole Dispositive Power 83,700 (1)
		8.	Shared Dispositive Power 10,634,213 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,717,913
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.5%
12.	Type of Reporting Person (See Instructions) (IN)

(1) These shares are held in Mr. Oberndorf’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 8 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William J. Patterson
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 500 (1)
		6.	Shared Voting Power 10,634,213 (2)
		7.	Sole Dispositive Power 500 (1)
		8.	Shared Dispositive Power 10,634,213 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,634,713
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.4%
12.	Type of Reporting Person (See Instructions) (IN)

(1) These shares are held in Mr. Patterson’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. Patterson solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 9 of 19 pages

CUSIP No. 055639108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Edward H. McDermott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 1,000 (1)
		6.	Shared Voting Power 10,634,213 (2)
		7.	Sole Dispositive Power 1,000 (1)
		8.	Shared Dispositive Power 10,634,213 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,635,213
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.4%
12.	Type of Reporting Person (See Instructions) (IN)

(1) These shares are held in Mr. McDermott’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 10 of 19 pages

Item 1.

(a)

Name of Issuer

BPZ Resources, Inc.

(b)

Address of Issuer’s Principal Executive Offices

580 Westlake Park Boulevard, Suite 525

Houston, Texas 77079

Item 2.

(a)

Name of Person Filing

SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), William E. Oberndorf (“WEO”), William J. Patterson (“WJP”) and Edward H. McDermott (“EHM”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, WEO, WJP and EHM, are sometimes hereinafter referred to as the “Reporting Persons.”

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

(b), (c)

Address of Principal Business Office or, if none, Residence; Citizenship of Reporting Persons

The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.

The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.

The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.

The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.

The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.

Page 11 of 19 pages

The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America.

The principal business address of WEO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. WEO is a citizen of the United States of America.

The principal business address of WJP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. WJP is a citizen of the United States of America.

The principal business address of EHM is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EHM is a citizen of the United States of America.

(d)

Title of Class of Securities

Common Stock, no par value.

(e)

CUSIP Number:

055639108

Item 3.

Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

Not Applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

		SPO Partners II, L.P.	10,280,113 common shares
		SPO Advisory Partners, L.P.	10,280,113 common shares
		San Francisco Partners, L.P.	354,100 common shares
		SF Advisory Partners, L.P.	354,100 common shares
		SPO Advisory Corp.	10,634,213 common shares
		John H. Scully	10,644,413 common shares
		William E. Oberndorf	10,717,913 common shares
		William J. Patterson	10,634,713 common shares
		Edward H. McDermott	10,635,213 common shares

Page 12 of 19 pages

(b)

Percent of class:

		SPO Partners II, L.P.	9.1%
		SPO Advisory Partners, L.P.	9.1%
		San Francisco Partners, L.P.	0.3%
		SF Advisory Partners, L.P.	0.3%
		SPO Advisory Corp.	9.4%
		John H. Scully	9.4%
		William E. Oberndorf	9.5%
		William J. Patterson	9.4%
		Edward H. McDermott	9.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

			SPO Partners II, L.P.	10,280,113 common shares
			SPO Advisory Partners, L.P.	10,280,113 common shares
			San Francisco Partners, L.P.	354,100 common shares
			SF Advisory Partners, L.P.	354,100 common shares
			SPO Advisory Corp.	10,634,213 common shares
			John H. Scully	10,200 common shares
			William E. Oberndorf	83,700 common shares
			William J. Patterson	500 common shares
			Edward H. McDermott	1,000 common shares

(ii)

Shared power to vote or to direct the vote:

			SPO Partners II, L.P.	0 common shares
			SPO Advisory Partners, L.P.	0 common shares
			San Francisco Partners, L.P.	0 common shares
			SF Advisory Partners, L.P.	0 common shares
			SPO Advisory Corp.	0 common shares
			John H. Scully	10,634,213 common shares
			William E. Oberndorf	10,634,213 common shares
			William J. Patterson	10,634,213 common shares
			Edward H. McDermott	10,634,213 common shares

(iii)

Sole power to dispose or to direct the disposition of:

			SPO Partners II, L.P.	10,280,113 common shares
			SPO Advisory Partners, L.P.	10,280,113 common shares
			San Francisco Partners, L.P.	354,100 common shares
			SF Advisory Partners, L.P.	354,100 common shares
			SPO Advisory Corp.	10,634,213 common shares
			John H. Scully	10,200 common shares
			William E. Oberndorf	83,700 common shares
			William J. Patterson	500 common shares
			Edward H. McDermott	1,000 common shares

Page 13 of 19 pages

(iv)

Shared power to dispose or to direct the disposition of:

			SPO Partners II, L.P.	0 common shares
			SPO Advisory Partners, L.P.	0 common shares
			San Francisco Partners, L.P.	0 common shares
			SF Advisory Partners, L.P.	0 common shares
			SPO Advisory Corp.	0 common shares
			John H. Scully	10,634,213 common shares
			William E. Oberndorf	10,634,213 common shares
			William J. Patterson	10,634,213 common shares
			Edward H. McDermott	10,634,213 common shares

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 14 of 19 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 6, 2009

Date

/s/ Kim M. Silva

Signature

Kim M. Silva

Attorney-in-fact for:

SPO Partners II, L.P. (1)
SPO Advisory Partners, L.P. (1)
San Francisco Partners, L.P. (1)
SF Advisory Partners, L.P. (1)
SPO Advisory Corp. (1)
John H. Scully (1)
William E. Oberndorf (1)
William J. Patterson (1)
Edward H. McDermott (1)

(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity is filed as Exhibit B.

Page 15 of 19 pages

EXHIBIT INDEX

Exhibit	Document Description

A	Agreement Pursuant to Rule 13d-1(k)

B	Power of Attorney

Page 16 of 19 pages

EX-99.1 2 ex_99-1.htm EXHIBIT A -- AGREEMENT Exhibit A

EXHIBIT A

Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.

July 6, 2009

Date

/s/ Kim M. Silva

Signature

Kim M. Silva

Attorney-in-fact for:

Page 17 of 19 pages

EX-24.1 3 ex_24-1.htm EXHIBIT B -- POWER OF ATTORNEY Exhibit B

POWER OF ATTORNEY
EXHIBIT B

KNOW ALL PERSONS BY THESE PRESENTS, that each of SPO Partners II, L.P., SPO Advisory Partners, L.P., San Francisco Partners, L.P., SF Advisory Partners, L.P., SPO Advisory Corp., John H. Scully, William E. Oberndorf, William J. Patterson and Edward H. McDermott (each, a “Grantor”) has made, constituted and appointed, and by these presents does make, constitute and appoint, each of William E. Oberndorf and Kim M. Silva (each, an “Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in Grantor’s name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:

1. To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.

2. To do all such other acts and things as, in such Attorney’s discretion, he or she deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.

3. To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.

The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or to file reports under Section 13(d) of the Securities Exchange Act of 1934 with respect to the undersigned’s holdings of and transactions in securities issued by BPZ Resources, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.

IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his, her or its signature as of the 6th day of July, 2009.

SPO Partners II, L.P.

/s/ SPO Partners II, L.P.

SPO Advisory Partners, L.P.

/s/ SPO Advisory Partners, L.P.

San Francisco Partners, L.P.

/s/ San Francisco Partners, L.P.

SF Advisory Partners, L.P.

/s/ SF Advisory Partners, L.P.

Page 18 of 19 pages

SPO Advisory Corp.

/s/ SPO Advisory Corp.

John H. Scully

/s/ John H. Scully

William E. Oberndorf

/s/ William E. Oberndorf

William J. Patterson

/s/ William J. Patterson

Edward H. McDermott

/s/ Edward H. McDermott

Page 19 of 19 pages

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