Dejour Energy Inc.: Exhibit 4.23 - Filed by newsfilecorp.com






 

June 5, 2013 

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

#598 - 999 Canada Place 
Vancouver, BC V6C 3El 

	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 pleased 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, 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"). 

	 	
       

		
      The Borrower and the Guarantor are collectively referred
      to as "Loan Parties", and each, a "Loan
      Party". 

	 	
       

	LENDER: 	
      CANADIAN WESTERN BANK (the
      "Bank"). 

	  	
      

	CREDIT FACILITY A: 	
      REVOLVING OPERATING DEMAND LOAN (the
      "Credit Facility A"). 

	 	
       

	MAXIMUM AMOUNT: 	
      $3,500,000. 

	  	
      

	CREDIT FACILITY B: 	
      NON-REVOLVING DEMAND LOAN (the
      "Credit Facility B"). 

	 	
       

	MAXIMUM AMOUNT: 	
      $1,650,000. 

	  	
      

	  	
      FOR ALL CREDIT FACILITIES
  

	 	
       

	RENEWAL FEE: 	
      A fee of $5,350 is payable upon provision of this
      Commitment Letter. 

	 	
       

	SECURITY: 	
      The following security (the "Existing Security") has been
      completed, duly executed, delivered, perfected and registered, where
      necessary, to 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 undertaking to provide fixed charges on the Borrower's petroleum
      and natural gas properties at the request of the Bank, and pledge of such
      Debenture;



 

 

Suite 200, 606 - 4 Street S.W. Calgary, Alberta T2P 1T1
  TELEPHONE (403) 750-3599 FAX (403) 264-1619




2 

	 	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. 	
      Variable Rate Demand Note in the amount of $2,250,000 by
      the Borrower;

	 	 	 
	 	5. 	
      General Assignment of Book Debts by the
  Borrower;

	 	 	 
	 	6. 	
      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;

	 	 	 
	 	7. 	
      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;

	 	 	 
	 	8. 	
      evidence of extra-provincial registrations of the
      Borrower where applicable;

	 	 	 
	 	9. 	
      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;




	 	10. 	
      Subordination/Postponement Agreement regarding loan
      payable to Dejour Energy Inc.; 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 entire satisfaction of the Bank and its
counsel, and shall form part of the Security. 

	 	1. 	
      Commitment Letter dated June 5,2013;

	 	 	 
	 	2. 	
      Unlimited Guaranty Agreement provided by Dejour Energy
      (USA) Corp. supported by:




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




	 	3. 	
      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 a second position in such jurisdictions in the United States 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. 




3 

	REPRESENTATIONS 	  
	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: 




	 	5. 	
      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 March 31,
      2013 which were 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 the Credit Facilities, 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 of Default shall
  exist;

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

	 	 	 
	 	4. 	
      all representations and warranties of each Loan Party
      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. 

	  	
       

	CONDITIONS 	
       

	SUBSEOUENT: 	
      The Loan Parties agree that, subject to Review and the
      Bank's right of demand in its discretion at any time and other provisions
      of the Commitment Letter and the Security requiring earlier repayment of
      the amounts outstanding under Credit Facility B, if any of the following
      conditions subsequent below are not fulfilled, satisfied or completed or
      the Bank does not receive evidence, in form and substance satisfactory to
      the Bank, that each of the following conditions subsequent below are
      fulfilled, satisfied or completed, then all amounts outstanding under
      Credit Facility B will immediately become due and payable:
  




	 	1. 	
      a portion of the $3,500,000 non-amortizing term facility
      provided to Dejour Energy Inc. by Invico Performance Yield Fund Limited
      Partnership ("Invico"), shall be utilized as
follows:




	 	a. 	
      full repayment of the principal plus interest balance
      outstanding under Credit Facility B on or before June 30,
  2013.




	NEGATIVE 	  
	COVENANTS: 	
      No Loan Party shall, without the prior approval of the
      Bank (each of the following being a "Negative Covenant"):
      




	 	4. 	
      incur further secured indebtedness, pledge or encumber
      assets, or guarantee the obligations of others. Notwithstanding the
      foregoing, the following security is permitted in support of secured indebtedness owed by Dejour
Energy Inc. to Invico: 







4 

	 	a. 	
      guarantee provided by the Borrower and Dejour Energy
      (USA) Corp. to Dejour Energy Inc.;

	 	 	 
	 	b. 	
      $3,500,000 Debenture with a second floating charge over
      all assets of the Dejour Energy Inc. (second security interest in personal
      property); and

	 	 	 
	 	c. 	
      $3,500,000 First Charge Mortgage, Assignment of
      Production, Security Agreement and Financing Statement over all the assets
      of Dejour Energy (USA) Corp., including fixed charges over the Kokopelli
      lease or leases as the case maybe.




	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 referred to
      in this Commitment Letter as a "Review") and at a minimum will be reviewed
      on an annual basis. The next interim Review is scheduled on or before
      November 1, 2013, and the next annual Review is scheduled on or before June
      1,2014, but either may be set at an earlier or later date at the sole
      discretion of the Bank. 

	  	
       

	EXPIRY DATE: 	
      This Commitment Letter is open for acceptance until June
      10, 2013 (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. 



- intentionally left blank -




5 

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. 

 




6 

APPENDIX A 


	CREDIT: 	Terri Lawrence, 	Doug Clark 	  
	  	Sr. Account Manager, 	Senior AVP & Manager, 	  
	  	Energy Lending Group 	Energy Lending Group 	  
	  	  	  	  
	  	Direct: (403) 268-7847 	Direct: (403) 750-3581 	  
	  	Cell: (403) 990-6083 	Cell: (403) 880-1882 	  
	  	Facsimile: (403) 264-1619 	Facsimile: (403) 264-1619 	  
	  	Email: TerrLLawrence@cwbank.com 	Email: Doug.Clark@cwbank.com 
	  	  	  	  
	ADMINISTRATION: 	UC/Gs; Visa; Loan / Account 	Account Representative: 	Monique Thompson 
	  	Balances; Payments; Bank Drafts; 	Telephone: 	(403) 268-7841 
	  	Bank Confirmations; General 	Facsimile: 	(403) 750-3596 
	  	  	E-mail: 	Monique.Thompson@cwbank.com 
	  	  	  	  
	  	  	Account Representative: 	Mayra Mercado O'Brien 
	  	  	Telephone: 	(403) 750-3583 
	  	  	Facsimile: 	(403) 750-3596 
	  	  	E-mail: 	Mayra.Mercado@cwbank.com 
	  	  	  	  
	BRANCH: 	Calgary Main Branch 	Telephone: 	(403) 262-8700 
	  	#100,606 - 4 Street SW 	Facsimile: 	(403) 262-4899 
	  	T2P 1Tl 	  	  
	  	  	  	  
	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: 	Persona/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: 	Les Stastook 
	  	Plans 	  	Director, Business Development 
	  	  	Telephone: 	(403) 781-8754 
	  	  	Cell: 	(403) 818-6244 
	  	  	Facsimile: 	(403) 233-2857 
	  	  	E-mail: 	Les.Stastook@valianttrust.com








 

June 7, 2013 

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

#598 - 999 Canada Place 
Vancouver, BC V6C 3El 

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


Dear Sirs: 

RE: SUBORDINATION AGREEMENT 

Permitted Payments of the Loan Payable to Dejour Energy Inc.
("DEI") by Dejour Energy (Alberta) Ltd. ("DEAL") are outlined under Section 10
in the Subordination Agreement dated September 7, 2011. 

DEAL was in default of item (i) under Section 10 with a
non-compliant Adjusted Working Capital Ratio as at March 31, 2013, and is in
default of item (iii) under Section 10 with Credit Facility B requiring full
repayment by June 30, 2013. All interest payments to DEI are hereby suspended
pending (a) full repayment of Credit Facility B and (b) satisfactory evidence of
a compliant Adjusted Working Capital Ratio as at June 30, 2013. 

 

 

 

Suite 200, 606 - 4 Street S.W. Calgary, Alberta T2P 1T1
  TELEPHONE (403) 750-3599 FAX (403) 264-1619