BluePhoenix Solutions Amends Refinancing Agreement To Allow Conversion Of Loan Into Equity Based On 30 Trading Days Average Price On NASDAQ

BluePhoenix Solutions (NASDAQ: BPHX), the leading provider of value-driven legacy IT modernization solutions, announced today that it has entered into an amendment of an agreement to refinance a $5 million loan.

On March 20, 2012, the Company announced that it entered into a set of agreements with its three major shareholders, for assignment of a $5 million loan extended to the Company by a third party to the three major shareholders, amendment of the terms of such loan and agreement to raise a debt of $0.5 million of new debt through a bridge loan.

On April 15, 2012, the Company and the three shareholders entered into an agreement for additional amendment of the terms of the assigned loan. The amendment includes the three shareholders’ right to convert the outstanding amount of the loan assigned to them and accrued interest into ordinary shares of the Company not later than 120 days following the consummation of the transaction with the three major shareholders. The number of ordinary shares to be issued will be calculated according to the lower of 30-day volume weighted average price per share of the Company’s ordinary shares traded on the Nasdaq stock market two trading-days prior to the closing date of the transaction and $3 per share. The foregoing is in addition to the three shareholders’ right to convert the principal amount of the loan and the accrued interest into ordinary shares at any time that the loan is outstanding at a price of $3 per share as described in the Company’s previous announcement.

Under the agreement entered into with the three shareholders as announced by the Company on March 20, 2012, the Company undertook to issue to the three shareholders ordinary shares in an aggregate amount equal to 18.7% of the Company’s outstanding share capital as of the date of issuance. In case that a shareholder elects to convert the amount of the loan and accrued interest into ordinary shares within 120 days following the consummation of the transaction as described above, such shareholder shall not be entitled to its portion of the 18.7% issuance.

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