20-F/A










Exhibit 4.12  



English Summary of Irrevocable Promissory
Note 



Company: BluePhoenix
Solutions Ltd. 

Lender: Bank Discount
Le’Israel Ltd. 

Dated: July 15, 2007, as amended
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 Company shall meet certain financial ratios at all
times which will be examined according to the Company’s quarterly and annual
financial statements as follows: 



	1. 	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. 






	2. 	Total
equity will not be less than $50 million and will not be less than 40% of           total
assets. 






	3. 	EBITDA
for each of the last four sequential quarters will not be less than $5           million. 






	4. 	Tangible
Deficit (equity less intangible assets) will not exceed $30 million. 






	5. 	The
Company will not merge with any party without the prior consent of the           Lender. 






	6. 	Total
financial liabilities of the Company to banks will not exceed 60% of total           cash
and accounts receivables. 






	7. 	The
Company will not pledge any of its assets without the prior consent of the
          Lender. 






	8. 	The
Company will not sell or transfer or assign any of its assets without the           prior
consent of the Lender. 






	9. 	The
Company will not enter into any transaction or transfer any of its assets to           an
affiliate, subsidiary or related party, directly or indirectly and will not
          lend money or guarantee any debt of any subsidiary, affiliate or related party
          in an amount that exceeds $2 million without the prior consent of the Lender. 






	10. 	The
Lender has the right to demand repayment of all the outstanding debt and
          liabilities of the Company to the Lender, if a change in control of the Company
          will cause a breach of the regulations or instructions of The Bank of Israel. 






	11. 	The
Lender has the right to demand repayment of all the outstanding debt and
          liabilities of the Company to the Lender within 3 months, in the case of a
          change in control in the Company. 






	12. 	The
Company declared that the Lender’s consent to the credit line is
          conditioned upon the employment of Mr. Arie Kilman as CEO or chairman of the
          Company’s board of directors. 






	13. 	These
covenant will be measured based on the Company’s quarterly financial
          statements, and the Company is liable to correct any breach of any of these
          covenants within 60 days, otherwise this breach will constitute a default. 






	14. 	This
document is a part of all the documents that the Company executes from time           to
time with the Lender. 






	15. 	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 Foreign Currency Loan
Request  


			
			
			
			
			
	 	Borrower:	BluePhoenix Solutions Ltd.
	 	Lender:	Bank Discount Le'Israel Ltd.
	 	Loan amount:	$2 million
	 	Grant date:	September 22, 2008
	1.	Purpose of loan	N.A.
	2.	Loan request	Standard application for requesting a loan.
	3.	Conversion terms	N.A.
	4.a.	Term	16 months starting September 22, 2008 through January 1, 2010
	4.b.1)(a)	Loan payment terms	January 1, 2010
	4.b.1)(b)	Interest payment terms	6 quarterly payments of interest, starting December 22, 2008
	4.c.	Interest rate	Libor + 2.05%
	4.d.	Arrears 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
	5.	Documentation fees	$1,000
	6.	Effective cost	N.A.
	7.	Execution of payments	Through debit of the Borrower's checking account
	8.	Collateral	At the request of the Lender, the Borrower will provide
	 	 	collateral.
	9.	Early repayment	The Borrower may repay the loan after advance notice and
	 	 	consent of the Lender and will reimburse the Lender for fees
	 	 	and losses with regard to early repayment.
	10.	Immediate repayment	The Lender may demand immediate repayment of the loan if:
	 	 	–    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 term
	 	 	–    bankruptcy of the Borrower
	 	 	–    insolvency of the Borrower's clients
	 	 	–    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
	 	 	–    not providing timely financial statements
	 	 	      statements
	11.	Business days	If payment is due on Saturday or Sunday or on a day with no
	 	 	foreign currency trade, the Lender will execute the payment at
	 	 	the nearest date at its sole discretion
	12.	Jurisdiction	Israel
	13.	Renewal	Optional renewal of the loan subject to advance notice of the
	 	 	Borrower and the Lender's consent.
	14.	General	The Lender can assign this agreement. The Borrower may not
	 	 	assign this agreement.