20-F/A










Exhibit 4.13  



English Summary of Commitment 



Company: BluePhoenix
Solutions Ltd. 

Lender: Bank
Ha’Poalim Ltd. 

Dated: December 22, 2004, as amended
July 1, 2007 and August 15, 2007 



As the Company received or will
receive a line of credit from the Lender, the Company commits that as long as there are
debts or liabilities to the Lender, the following will apply: 



	1. 	The
Company will not pledge any assets and will not sell or transfer any of its
          assets without the prior consent of the Lender. 






	2. 	Any
change in control of the Company requires the written consent of the Lender. 






	3. 	The
Company will maintain the following financial ratios: total equity will not           be
less than $50 million and will not be less than 40% of total assets; and           EBIDTA
for each last four sequential quarters will not be less than $5 million. 






	4. 	Financial
reports: audited annual financial statements as of December 31st of           each year
will be delivered to the Lender by June 30th the following year.           Quarterly
financial statements will be delivered within 60 days from the end of           the
quarter. 






	5. 	Any
breach of the covenants may result in the Lender’s demand to repay all
          loans and to realize any collateral. 






	6. 	These
covenants are unconditional and irrevocable and the Company can not cancel           or
change them without the prior written consent of the Lender. 






English Summary of Loan
Repayment Promissory Note  


			
			
			
			
			
	Borrower:	BluePhoenix Solutions Ltd.
	Lender:	Bank Ha'Poalim Ltd.
	Loan amount:	$3 million
	Grant date:	September 25, 2008
	1.	Liability	$3 million
	2.	Purpose of loan	For legal purposes of the Borrower
	3.	Due date	September 25, 2011
	4.	Interest rate	Libor + 3.50%
	 	Interest payment terms	Quarterly interest payments
	5.	Loan and interest schedule	Will be sent to the Borrower
	6.	Arrears and additional interest	Delayed payment will result in a charge of interest in
	 	 	arrears according to the applicable rate of the Lender
	 	 	at the time of the event
	7.	Payment terms/tax/business days	All payments will be paid in the Borrower's branch
	 	 	unless Borrower is notified otherwise by the Lender.
	 	 	All payments will be free of any taxes. If payment is
	 	 	due on a non-business day, the payment date will be
	 	 	postponed to the following day. If postponing the
	 	 	payment falls into a new interest rate, the interest
	 	 	rate immediately prior to the postponement will apply.
	8.	Early repayment	The Borrower may repay the loan subject to the Lender's
	 	 	consent. The Borrower will pay all fees with regard to
	 	 	early repayment.
	9.	Collateral	At the request of the Lender, the Borrower will provide
	 	 	collateral.














	10.	Immediate repayment	The Lender may demand immediate repayment of the loan
	 	 	if:
	 	 	–    there is a change in control of the Borrower
	 	 	–    there is a change in the legal structure of the
	 	 	      Borrower due to merger, a change in core business,
	 	 	      or appointment of a receiver for the assets of the
	 	 	      Borrower
	 	 	–    the Borrower fails to meet the loan's terms
	 	 	–    bankruptcy of the Borrower
	 	 	–    insolvency of the Borrower's clients
	 	 	–    the Borrower fails to meet covenants set by
	 	 	      the Lender
	 	 	–    breach of any liability of the Borrower to the
	 	 	      Lender arising from any other document or agreement
	 	 	      with the Lender
	 	 	–    Borrower fails to provide timely financial
	 	 	      statements
	11.	Rights of the Lender	The Lender has a right to offset the loan from the
	 	 	assets of each of the Borrower's accounts if the
	 	 	Borrower fails to meet the loan's terms
	12.	Nature of collateral	Bank may release the collateral at its own discretion
	13.	Assignment	The Lender can assign this agreement. The Borrower may
	 	 	not assign this agreement.
	14.	Financial statements	The Borrower will prepare financial statements and the
	 	 	Lender has the right to review the Borrower's books
	15.	Notification	The Borrower will notify the Lender of any objection to
	 	 	the bank statements of the Lender and should inform
	 	 	Borrower immediately of any of the event described in
	 	 	paragraph 10.
	16.	Mandatory terms	Paragraphs 3, 4, 5, 6, 7, 9, 10, 11, 14, 15, 19 and 24
	17.	Fees	All fees and expenses related to this agreement will be
	 	 	paid by the Borrower
	18.	Reimbursement	The Borrower will reimburse the Lender for any losses
	 	 	caused by delay in payments
	19.	Borrower responsibility	N.A.
	20.	Definitions	General section
	21.	Revealing information	The Lender may reveal any information of the Borrower
	 	 	to certain parties such as the The Bank of Israel and
	 	 	other certified authorities, or any assigned party.
	22.	Notices	Any registered mail sent by the Lender will be
	 	 	considered accepted after 72 hours from sending.
	23.	Jurisdiction	Israel
	24.	Line of credit fees	0.005%
	25.	N.A.
	26.	N.A.
	27.	N.A.
	28.	N.A.
	29.	Fees and expenses	According to this agreement unless agreed otherwise in
	 	 	writing.
	30.	Special terms	None.