Dejour Energy Inc.: Exhibit 4.27 - Filed by newsfilecorp.com








February 18, 2014 

 

Dejour Energy (Alberta) Ltd. 
c/o Dejour Energy Inc.

#598 – 999 Canada Place 
Vancouver, BC V6C 3E1 

 

	ATTENTION: 	Mr. David Matheson 	Mr. Robert Hodgkinson 
	  	Chief Financial Officer 	Co-Chairman and CEO
    


Dear Sirs: 

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

We are please to advise that Canadian Western Bank has approved
the following amended Credit Facilities for Dejour Energy (Alberta) Ltd.,
subject to the terms and conditions of the accepted Commitment Letter dated
March 25, 2013 and the amending Commitment Letters dated June 5, 2013, December
16, 2013 and January 28, 2014, 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. and DEJOUR ENERGY (USA)
      CORP. (collectively the “Guarantor”). 

	  	     
	LENDER: 	
      CANADIAN WESTERN BANK (the Bank”).
  

	  	     
	CREDIT FACILITY A: 	
      REVOLVING REDUCING OPERATING DEMAND LOAN (the
      “Credit Facility A”). 

	  	     
	MAXIMUM AMOUNT: 	
      $3,500,000. (the “Availability A”) 

	  	     
	AVAILABILITY: 	
      Prime Rate Loan (“Prime Rate Loan”). Revolving in whole
      multiples of $50,000. 

	  	     
		
      All amounts outstanding under this Credit Facility A are
      payable on demand and subject to the Bank’s right to make such demand at
      any time. 

	  	     
		
      In the event the proposed acquisition from Aduro
      Resources Ltd. (“Aduro) does not proceed by March 31, 2014, Availability A
      will reduce by $300,000 effective April 1, 2013 or earlier, upon the
      Borrower advising the Bank that the Aduro acquisition will not proceed.
      Availability A will still reduce by $100,000 per month on the first of
      each month beginning March 1, 2014. 



Suite 204, 606 – 4 Street S.W., Calgary, Alberta T2P 1T1
TELEPHONE (403) 750-3599 FAX: (403) 264-1619                 






2

	
      SECURITY: 
	
      The following security (the “Existing Security”) has been
      completed, duly executed, delivered, perfected and registered, where
      necessary, t the entire satisfaction of the Bank and its counsel.
  




	 	1. 	
      $10,000,000 Debenture with a first floating charge over
      all assets of the Borrower (first security interest in personal property)
      with an understanding to provide fixed charges on the Borrower’s petroleum
      and natural gas properties at the request of the Bank, and pledge of such
      Debenture;

	 	 	 
	 	2. 	
      Supplemental Debenture with fixed charges on the
      Borrower’s Drake/Woodrush, BC petroleum and natural gas
property;

	 	 	 
	 	3. 	
      Revolving Credit Agreement in the amount of $3,700,000 by
      the Borrower;

	 	 	 
	 	4. 	
      General Assignment of Book Debts by the
  Borrower;

	 	 	 
	 	5. 	
      evidence of insurance coverage in accordance with
      industry standards designating the Bank as first loss payee in respect of
      the proceeds of the insurance and an additional insured;

	 	 	 
	 	6. 	
      appropriate title representation from the Borrower
      (officer’s certificate as to title) including a schedule of petroleum and
      natural gas reserves described by lease (type, date, term, parties), legal
      description (wells and spacing units), interest (working interest or other
      APO/BPO interests), overrides (APO/BPO), gross overrides, and other liens,
      encumbrances, and overrides;

	 	 	 
	 	7. 	
      evidence of extra-provincial registrations of the
      Borrower where applicable;

	 	 	 
	 	8. 	
      Full Liability Guarantee provided by Dejour Energy Inc.
      supported by:




	 	a) 	
      $10,000,000 Debenture with a first floating charge over
      all assets of the Dejour Energy Inc. (first security interest in personal
      property) with an undertaking to provide fixed charges on the Dejour
      Energy Inc.’s petroleum and natural gas properties at the request of the
      Bank, and pledge of such Debenture;




	 	9. 	
      Subordination/Postponement Agreement regarding loan
      payable to Dejour Energy Inc.;

	 	 	 
	 	10. 	
      Unlimited Guaranty Agreement provided by Dejour Energy
      (USA) Corp. supported by:




	 	a) 	
      Second Charge Mortgage, Assignment of Production,
      Security Agreement and Financing Statement;
and




	 	11. 	
      legal opinion of the Bank’s
counsel.



The following security (the
“Additional Security”) shall be completed, duly executed, delivered, perfected
and registered, where necessary, to the satisfaction of the Bank and its
counsel, and shall form part of the Security. 

	 	1. 	
      Commitment Letter dated February 18, 2014;
  and







3

	 	2. 	
      such other security, documents, and agreements that the
      Bank or its legal 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 and British Columbia in a first priority position, and
      in the second position in such jurisdictions in the United Stated as
      required, 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 Loan Parties 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. 

	  	     
	REPRESENTATONS AND WARRANTIES: 	
      Each Loan Party represents and warrants to the Bank (all
      of which representations and warranties each Loan Party hereby
      acknowledges are being relied upon by the Bank in entering into this
      Commitment Letter) that: 




	 	1. 	
      there has been no adverse material change in the
      financial position of any Loan Party since the date of its most recent
      consolidated and non- consolidated financial statements dated September
      30, 2013 which was furnished to the Bank. Such financial statements fairly
      present the financial position of each Loan Party at the date that they
      were drawn up.




	
      CONDITIONS PRECEDENT: 
	
      Prior to each advance under Credit Facility A, the
      Borrower shall have provided, executed or satisfied the following, to the
      Bank’s satisfaction (collectively with all other conditions precedent set
      out in this Commitment Letter, called the “Conditions Precedent”):
      




	 	1. 	
      all Additional Security shall be duly completed,
      authorized, executed delivered by each Loan Party which is a party
      thereto, and perfected and registered, all to the satisfaction of the Bank
      and its counsel;

	 	 	 
	 	2. 	
      no further Default or Event Default shall
exist;

	 	 	 
	 	3. 	
      no Material Adverse Effect has occurred with respect to
      an Loan Party or the Security;

	 	 	 
	 	4. 	
      all representations and warranties of each Loan Party
      shall be true and correct;

	 	 	 
	 	5. 	
      The Borrower confirming that a minimum of $100,000 equity
      (after any fees or expenses) has been contributed to complete the Aduro
      acquisition; and

	 	 	 
	 	6. 	
      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 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. 




4

	REVIEW: 	
      Without detracting from the demand nature of the Credit
      Facilities, the Credit Facilities are subject to periodic review by the
      Bank periodically in its sole discretion (each such review is deferred to
      in this Commitment Letter as a “Review”) and at a minimum will be
      reviews on an annual basis. The Annual Review is scheduled on or before
      May 1, 2014, but may be set at an earlier or later date at the sole
      discretion of the Bank. 

	  	     
	EXPIRY DATE: 	
      The Commitment Letter is open for acceptance until
      February 25, 2014 (as may be extended from time to time as follows, the
      “Expiry Date”) at which time it shall expire unless extended by
      mutual consent in writing. We reserve the right to cancel this Commitment
      Letter at any time prior to acceptance. 



If the foregoing terms and conditions are acceptable, please
sign two copies of this Commitment Letter and return one copy to the Bank by the
Expiry Date. This 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. 

Sincerely, 

CANADIAN WESTERN BANK 

	/s/ Daryl Anderson 	/s/ Tim Bacon 
	Senior Manager, 	AVP, 
	Energy Lending Group 	Energy Lending Group 


AGREED AND ACCEPTED this 19th day of
February, 2014 








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APPENDIX A 

	CREDIT: 	Daryl Anderson 	Tim Bacon 
	  	Senior Manager, 	AVP, 
	  	Energy Lending Group 	Energy Lending Group 
	  	  	  
	  	Direct: (403) 750-3598 	Direct: (403) 750-3579 
	  	Cell: (403) 554-4870 	Cell: (403) 701-8492 
	  	Facsimile: (403) 264-1619 	Facsimile: (403) 264-1619 
	  	Email: Daryl.Anderson@cwbank.com    	Email: Tim.Bacon@cwbank.com



	ADMINISTRATION: 	L/C/Gs: Visa: Loan/Account Balances; 	Account Representative: 	Monique Thompson 
	  	Payments; Bank Drafts; Bank 	Telephone: 	(403) 268-7841 
	  	Confirmations; General 	Facsimile: 	(403) 750-3596 
	  	  	E-Mail: 	Monique.Thompson@cwbank.com 
	  	  	  	  
	  	  	Account Representative: 	Mayra Mercado O’Brien 
	  	  	Telephone: 	(403) 268-7841 
	  	  	Facsimile: 	(403) 750-3596 
	  	  	E-Mail: 	Myra.Mercado@cwbank.com 
	  	  	  	  
	BRANCH: 	Calgary Main Branch 	Telephone: 	(403) 262-8700 
	  	#100, 606 – 4 Street S.W. 	Facsimile: 	(403) 262-4899 
	  	T2P 1T1 	  	  
	  	  	  	  
	BUSINESS 	Order Cheques; Current Account 	Account Representative: 	Anita Latif 
	ACCOUNTS 	Documents/ Operations; Signing 	Telephone: 	(403) 750-3576 
	  	Authorities; Rates; Investments; 	Facsimile: 	(403) 750-4899 
	  	Customer Automated Funds Transfer 	E-mail 	Anita.Latif@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 
	  	  	Cell: 	(403) 818-6244 
	  	  	Facsimile: 	(403) 233-2857 
	  	  	E-mail: 	William.Lee@cwbank.com 
	  	  	  	  
	VALIANT TRUST: 	Corporate Trust Services; Stock 	Website: 	www.VALIANTTRUST.com 
	  	Transfer Agent; Employee Incentive 	Contact: 	Les Stastook 
	  	Plans 	  	Director, Business Development 
	  	  	Telephone: 	(403) 781-8754 
	  	  	Cell: 	(403) 848-6244 
	  	  	Facsimile: 	(403) 233-2857 
	  	  	E-mail: 	Les.Stastook@valianttrust.com