EX-4.23 2 exhibit4-23.htm EXHIBIT 4.23 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


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  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.


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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