20-F/A










Exhibit 4.14  



English Summary of [Credit Facility] 



Company: BluePhoenix
Solutions Ltd. 

Lender: The First
International Bank Ltd. 

Dated: September 23, 2009 



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. 	Total
equity will not be less than $70 million and will not be less than 60% of           total
assets. 






	2. 	Tangible
equity (equity less intangible assets) will be positive at all times. 






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






	4. 	Total
financial liabilities of the Company will not exceed $35 million and will           not
exceed 40% of the Company’s total assets. Financial liabilities include
          loans from banks and other financial institutions, financial leases, debentures
          and convertible debentures. 






	5. 	The
Company will notify the Lender of any change in the accounting standards           that
the Company follows. 






	6. 	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. 






	7. 	The
Company declares 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. 






	8. 	Debts
and liabilities of the Company to the Lender will be superior to any loans           from
related parties to the Company. 






	9. 	The
Company will not repay any shareholders’ loans as long as there are           debt
and liabilities outstanding to the Lender. 






	10. 	The
Company will not merge with any party without the prior consent of the           Lender.
This includes any activity that may result in the purchase of the           Company’s
assets or change in control of the Company. 






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






	12. 	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. 






	13. 	The
Company will inform the Lender immediately of any legal procedure that is           taken
against the Company. 






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















English Summary of Foreign Currency Loan
Request  


			
			
			
			
			
	Borrower:	BluePhoenix Solutions Ltd.
	Lender	The First International Bank Ltd.
	Loan amount:	$3 million
	Grant date:	September 23, 2008
	1.	Loan currency:	US Dollars
	2.	Loan amount:	$3 million
	3.	Grant date:	When loan is credited to the Borrower's bank account.
	4.	Loan payment terms:	12 quarterly payments starting March 23, 2009 through
	 	 	December 23, 2011.
	5.	Interest rate and payment terms:	Libor + 2.50%
	 	 	Quarterly payments of interest, starting December 23,
	 	 	2008
	6.	Fees:	NIS 33,250
	7.	Effective cost	6.05%
	9.	Instructions for debit account:	All payments will be done through the checking account
	 	 	in the loan currency.
	10.	Definitions:	According to general terms.