December 29, 2011


 


Dejour Energy (Alberta) Ltd.


c/o Dejour Energy Inc.


#598 – 999 Canada Place


Vancouver, BC, V6C 3E1


 


	ATTENTION:	Mr. Mathew Wong	Mr. Hal Blacker
	 	Chief Financial Officer	Chief Operating Officer


 


Dear Sir:


 


		RE:	CREDIT FACILITIES - CANADIAN
                                                                  WESTERN BANK / DEJOUR ENERGY (ALBERTA) LTD.



 


We are pleased to advise that Canadian
Western Bank has renewed the Credit Facilities for Dejour Energy (Alberta) Ltd., subject to the terms and conditions of the accepted
Commitment Letter dated August 3, 2011, as amended November 9, 2011, which terms and conditions will remain in full force and effect,
as amended below.


 


	BORROWER:	 	DEJOUR ENERGY (ALBERTA) LTD. (the “Borrower”).
	 	 	 
	GUARANTOR:	 	DEJOUR ENERGY INC. (the “Guarantor”).
	 	 	 
	 	 	The Borrower and the Guarantor are collectively referred to as “Loan Parties”, and each, a “Loan Party”.
	 	 	 
	LENDER:	 	CANADIAN WESTERN BANK (the “Bank”).
	 	 	 
	 	 	FOR ALL CREDIT FACILITIES
	 	 	 
	SECURITY:	 	The following security (the “Additional Security”) shall be completed, duly executed, delivered, perfected and registered, where necessary, to the entire satisfaction of the Bank and its counsel, and shall form part of the Security.
	 	 	 
	 	 	1.	Amending Commitment Letter dated December 29, 2011; and
	 	 	 	 
	 	 	2.	such other security, documents, and agreements that the Bank or its counsel may reasonably request.
	 	 	 
	 	 	The Existing Security and Additional Security (together
    the “Security”) to be perfected/registered, at a minimum, in the Province of Alberta, in a first priority
    position, subject only to Permitted Encumbrances. All present and future Security shall be held by the Bank as continuing
    security for all present and future debts, obligations and liabilities (whether direct or indirect, absolute or contingent)
    of the Borrower to the Bank including without limitation for the repayment of all loans and advances made herein and for other
    loans and advances that may be made from time to time in the future whether herein or otherwise. The Security shall be in
    form and substance satisfactory to the Bank and its counsel.


 





 



    	 



    	 



    

 


	CONDITIONS

    PRECEDENT:	 	The Borrower shall have provided, executed or satisfied the following, to the Bank’s satisfaction:
	 	 	 
	 	 	1.	all Additional Security shall be duly completed, authorized, executed, delivered by the Borrower which is a party thereto, and perfected and registered, all to the satisfaction of the Bank and its counsel;
	 	 	 	 
	 	 	2.	no Default or Event of Default shall exist;
	 	 	 	 
	 	 	3.	no Material Adverse Effect has occurred with respect to the Borrower or the Security;
	 	 	 	 
	 	 	4.	all representations and warranties of the Borrower shall be true and correct; and
	 	 	 	 
	 	 	5.	any other document that may be reasonably requested by the Bank.
	 	 	 
	 	 	The above conditions are inserted for the sole benefit of the Bank, and may be waived by the Bank in whole or in part (with or without terms or conditions) in respect of any particular Advance, provided that any waiver shall not be binding unless given in writing and shall not derogate from the right of the Bank to insist on the satisfaction of any condition not expressly waived in writing or to insist on the satisfaction of any condition waived in writing which may be requested in the future.
	 	 	 
	REVIEW:	 	The next annual Review is scheduled on or before May 1, 2012, but either may be set at an earlier or later date at the sole discretion of the Bank.
	 	 	 
	EXPIRY DATE:	 	This Amending Commitment Letter is open for acceptance until January 5, 2012 at which time it shall expire unless extended by mutual consent in writing. We reserve the right to cancel this Amending Commitment Letter at any time prior to acceptance.


 


If the foregoing terms and conditions are
acceptable, please sign two copies of this Amending Commitment Letter and return one copy to the Bank by the Expiry Date. This
Amending Commitment Letter may be executed in any number of counterparts and delivered by facsimile or other electronic copy, each
of which when executed and delivered shall be deemed to be an original, and such counterparts together shall constitute one and
the same agreement.


 


(intentionally left blank)


 



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Canadian Western Bank appreciates the opportunity
of providing this Amending Commitment Letter to Dejour Energy (Alberta) Ltd. We look forward to our continuing and mutually beneficial
relationship.


 


Yours truly,


 


CANADIAN WESTERN BANK


 


	/s/ Terri Jardine	 	/s/ Timothy D. Bacon
	Terri Jardine	 	Timothy D. Bacon
	Account Manager,	 	AVP,
	Energy Lending Group	 	Energy Lending Group


 


AGREED AND ACCEPTED this _____
day of _____________, 201__.


 


DEJOUR ENERGY (ALBERTA) LTD.


 


	Per:	/s/ Mathew Wong	 	Per:	/s/ Robert Hodgkinson
	Name:	Mathew Wong	 	Name:	Robert Hodgkinson
	Title:	CFO	 	Title:	CEO


 


DEJOUR ENERGY INC., as Guarantor


 


	Per:	/s/ Mathew Wong	 	Per:	/s/ Robert Hodgkinson
	Name:	Mathew Wong	 	Name:	Robert Hodgkinson
	Title:	CFO	 	Title:	CEO


 



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APPENDIX A


 


	CREDIT:	 	Terri Jardine,	    	Timothy D. Bacon	 	 
	 	 	Account Manager,	 	AVP,	 	 
	 	 	Energy Lending Group	 	Energy Lending Group	 	 
	 	 	 	 	 	 	 
	 	 	Direct: (403) 268-7847	 	Direct: (403) 750-3579	 	 
	 	 	Cell: (403) 703-6543	 	Cell: (403) 701-8492	 	 
	 	 	Facsimile: (403) 264-1619	 	Facsimile: (403) 264-1619	 	 
	 	 	Email: Terri.Jardine@cwbank.com	 	Email: Tim.Bacon@cwbank.com
	 	 	 	 	 	 	 
	ADMINISTRATION:	 	L/C/Gs; MasterCard; Loan / Account	 	Account Representative:	 	Angeline Wester
	 	 	Balances; Payments; Bank Drafts;	 	Telephone:	 	(403) 750-3587
	 	 	Bank Confirmations; General	 	Facsimile:	 	(403) 262-4899
	 	 	 	 	E-mail:	 	Angeline.Wester@cwbank.com
	 	 	 	 	 	 	 
	 	 	 	 	Account Representative:	 	Mayra Mercado O’Brien
	 	 	 	 	Telephone:	 	(403) 750-3583
	 	 	 	 	Facsimile:	 	(403) 262-4899
	 	 	 	 	E-mail:	 	Mayra.Mercado@cwbank.com
	 	 	 	 	 	 	 
	BRANCH:	 	Calgary Main Branch	 	Telephone:	 	(403) 262-8700
	 	 	#100, 606 – 4 Street SW	 	Facsimile:	 	 (403) 262-4899
	 	 	T2P 1T1	 	 	 	 
	 	 	 	 	 	 	 
	BUSINESS	 	Order Cheques; Current Account	 	Account Representative:	 	Phil Seminoff
	ACCOUNTS	 	Documents/ Operations; Signing	 	Telephone:	 	(403) 268-7844
	 	 	Authorities; Rates; Investments;	 	Facsimile:	 	(403) 750-4899
	 	 	Customer Automated Funds Transfer	 	E-mail	 	Philip.Seminoff@cwbank.com
	 	 	 (CAFT)	 	 	 	 
	 	 	 	 	 	 	 
	INTERNET	 	Loan/Account Balances; Traces; Stop	 	Website:	 	www.CWBANK.com
	BANKING	 	Payments, List of Current Account	 	 	 	 
	 	 	Transactions; Pay Bills; Transfer	 	 	 	 
	 	 	Between Accounts; Exchange Rates	 	 	 	 
	 	 	Quotes	 	 	 	 
	 	 	 	 	 	 	 
	OTHER:	 	Personal/ Retail Banking	 	Manager:	 	William Lee
	 	 	 	 	Telephone:	 	(403) 268-7842
	 	 	 	 	Facsimile:	 	(403) 262-4899
	 	 	 	 	E-mail:	 	William.Lee@cwbank.com
	 	 	 	 	 	 	 
	VALIANT TRUST:	 	Corporate Trust Services; Stock	 	Website:	 	www.VALIANTTRUST.com
	 	 	Transfer Agent; Employee Incentive	 	Contact:	 	Michael Fox
	 	 	Plans	 	 	 	Managing Director,
	 	 	 	 	 	 	Business Development
	 	 	 	 	Telephone:	 	(416)360-1015
	 	 	 	 	Facsimile:	 	(416) 668-6062
	 	 	 	 	E-mail:	 	(416) 360-1646
	 	 	 	 	 	 	Michael.Fox@valianttrust.com


 








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