Dejour Energy Inc.: Exhibit 4.26 - Filed by newsfilecorp.com








December 16, 2013 

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 I
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 and the amending Commitment Letter dated June 5, 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 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 Arduro Energy
      ("Arduro") does not proceed, Availability A will reduced by $300,000 to
      $3,200,000 effective February 1, 2014 and $100,000 per month thereafter on
      the first of each month beginning March 1, 2014. 

	 	 
		
      In the event the Arduro acquisition proceeds,
      Availability A will reduce by $100,000 per month on the first of each
      month beginning March 1, 2014. 



 

 

Suite 200, 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, 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;

	 	 	 
	 	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
      APOIBPO interests), overrides (APOIBPO), 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 entire satisfaction of the Bank and its
counsel, and shall form part of the Security. 

	 	1. 	
      Commitment Letter dated December 16, 20l3; and

	 	 	 
	 	2. 	
      such other security, documents, and agreements that the
      Bank or its legal counsel may reasonably
request.







3 

		
      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. 

	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 September 30,
      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. 

	  	
      

	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 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: 	
      This Commitment Letter is open for acceptance until
      December 23, 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. 







4 

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. 
 




5 

APPENDIX A 


	CREDIT: 	Tracey M. Schultz 	Doug Clark 	  
	  	Manager, 	Senior AVP & Manager, 	  
	  	Energy Lending Group 	Energy Lending Group 	  
	  	  	  	  
	  	Direct: (403) 750-3595 	Direct: (403) 750-3581 	  
	  	Cell: (403) 993-0716 	Cell: (403) 880-1882 	  
	  	Facsimile: (403) 264-1619 	Facsimile: (403) 264-1619 	  
	  	Email: Tracey.Schultz@cwbank.com 	Email: Doug.Clark@cwbank.com 
	  	  	  	  
	ADMINISTRATION: 	LlC/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 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 
	  	(CAPT) 	  	  
	  	  	  	  
	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: 	Les Stastook 
	  	Plans 	  	Director, Business Development 
	  	  	Telephone: 	(403) 781-8754 
	  	  	Cell: 	(403) 818-6244 
	  	  	Facsimile: 	(403) 233-2857 
	  	  	E-mail: 	Les.Stastook@valianttrust.com