Exhibit 10.2


 


THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT,

MODIFICATION TO LOAN DOCUMENTS AND CONSENT


 


This Third Amendment to
Loan and Security Agreement, Modification to Loan Documents, and Consent (this "Amendment") is entered into as
of May 1, 2015, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA,
Inc., a Delaware corporation ("Modern") and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known
as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a
BT-AT Acquisition Corporation, a Delaware corporation ("MS", and collectively with Modern, "Borrowers",
and each individually, a "Borrower"), and Comerica Bank ("Bank").


 


RECITALS


 


WHEREAS, Borrowers and Bank
are parties to that certain Loan and Security Agreement dated as of October 2, 2013 (as it may be amended from time to time, including
without limitation, by that certain First Amendment to Loan and Security Agreement, Joinder and Modification to Loan Documents
dated as of September 25, 2014, and that certain Omnibus Modification to Loan Documents and Consent dated as of January 8, 2015,
the "Agreement");


 


WHEREAS, Borrowers have
notified Bank that Zulu Software Inc. ("Zulu"), a wholly owned subsidiary of ModSys International Ltd., formerly known
as Blue Phoenix Solutions Ltd., the Parent, will be merged with and into MS by April 30, 2015 pursuant to the Agreement and Plan
of Merger dated as of April 23, 2015 between MS and Zulu, and its separate corporate existence will cease to exist as of such
date, with MS continuing as the surviving corporation (the "Zulu Merger"), and Borrowers hereby request consent for
the Zulu Merger under Section 7.3 of the Agreement;


 


WHEREAS, the parties desire
to amend the Agreement further in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the parties agree as follows:


 


1.           Amendments
to Agreement.


 


(a)          Exhibit
A to the Agreement is amended by amending and restating, as applicable, the following defined terms to read in their entirety
as follows:


 


"Bank Expenses" mean all
costs or expenses of Bank, or any other holder or owner of the Loan Documents (including, without limit, court costs, legal expenses
and reasonable attorneys' fees and expenses, whether generated in-house or by outside counsel, whether or not suit is instituted,
and, if suit is instituted, whether at trial court level, appellate court level, in a bankruptcy, probate or administrative proceeding
or otherwise) incurred in connection with the preparation, negotiation, execution, delivery, amendment, administration, and performance,
or incurred in collecting, attempting to collect under the Loan Documents or the Obligations, or incurred in defending the Loan
Documents, or incurred in any other matter or proceeding relating to the Loan Documents or the Obligations; and reasonable Collateral
audit fees.


 


"Parent" means ModSys International Ltd.,
formerly known as Blue Phoenix Solutions Ltd.


 






    	 



    	 



    

 





(b)         Borrower's
address set forth in Section 10 is amended and restated to read in its entirety as follows:


 





	"If
    to Borrower:	Modern Systems Corporation

        MS Modernization Services, Inc.

        601 Union Street, Suite 4616

        Seattle, WA 98101

        Attn: Rick Rinaldo"



  


(c)         Section
13.9(i) of the Agreement is amended and restated to read in its entirety as follows:


 


"(i) to the parent, subsidiaries,
or Affiliates and service providers of Bank in connection with their present or prospective business relations with Borrower,"


 


2.           Consent.
Borrowers have advised Bank of its desire to consummate the Zulu Merger, notwithstanding the provisions of Section 7.3 of the
Agreement. Bank consents to the Zulu Merger provided that no Event of Default has occurred, is continuing or would exist after
giving effect to the Zulu Merger. The above consent is specific as to content and time, and except as set forth above, is not
a waiver of any rights or remedies that Bank may have pursuant to any agreement or law as a result of any other violations past,
present, or future of any agreement between the Borrowers and the Bank, and the Bank reserves all rights, powers and remedies
available to it.


 


3.           Borrowers
acknowledge and agree that upon the closing of the Merger, they shall provide to Bank all information reasonably requested by
Bank in connection therewith.


 


4.           No
course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate
as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.
Bank's failure at any time to require strict performance by any Borrower of any provision shall not affect any right of Bank thereafter
to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


5.           Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof.


 


6.           Each
Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all
material respects as of the date of this Amendment except to the extent such representation or warranty expressly relates to an
earlier date, and that (except as set forth in the waiver letter between Borrowers and Bank dated as of the date hereof) no Event
of Default has occurred and is continuing.


 


7.           As
a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the
following:


 


		(a)	this Amendment, duly executed
                                         by each Borrower;



 


		(b)	all reasonable Bank Expenses incurred
                                         through the date of this Amendment, including a legal fee of $350, which may be debited
                                         from any of Borrower's accounts with Bank; and



 


		(c)	such other documents, and completion
                                         of such other matters, as Bank may reasonably deem necessary or appropriate.



 






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8.           This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument.


 


IN WITNESS WHEREOF, Borrowers
and Bank have executed and delivered this Amendment as of the date first set forth above,


 


		MODERN
    SYSTEMS CORPORATION,

    a Delaware corporation	 
	 	 	 	 
	 	By:	/s/
    Rick Rinaldo	5/13/2015
	 	Name:  	Rick
    Rinaldo	 
	 	Title:	Vice
    President	 
	 	 	 	 
	 	MS
    MODERNIZATION SERVICES, INC.,

    a Texas corporation,	 
	 	 	 	 
	 	By:	/s/
    Rick Rinaldo	5/13/2015
	 	Name:  	Rick
    Rinaldo	 
	 	Title:	Vice
    President	 
	 	 	 	 
	 	COMERICA
    BANK	 
	 	 	 	 
	 	By:		 
	 	Name:  	Michael Fishback	 
	 	Title:	Vice
    President	 


 






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8.             This
                                         Amendment may be executed in two or more counterparts, each of which shall be deemed
                                         an original, but all of which together shall constitute one instrument.


 


IN WITNESS WHEREOF, Borrowers
and Bank have executed and delivered this Amendment as of the date first set forth above,


 


		MODERN
    SYSTEMS CORPORATION,

    a Delaware corporation	 
	 	 	 	 
	 	By:		 
	 	Name:  	Rick
    Rinaldo	 
	 	Title:	Vice
    President	 
	 	 	 	 
	 	MS
    MODERNIZATION SERVICES, INC.,

    a Texas corporation,	 
	 	 	 	 
	 	By:		 
	 	Name:  	Rick
    Rinaldo	 
	 	Title:	Vice
    President	 
	 	 	 	 
	 	COMERICA
    BANK	 
	 	 	 	 
	 	By:	/s/ Michael Fishback	 
	 	Name:  	Michael Fishback	 
	 	Title:	Vice
    President	 


 


 


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