20-F/A










Exhibit 4.5  



Loan Agreement  



Executed on October
30, 2008 



Between: 



Elron Electronic
Industries Ltd.

Reg No. 520028036 

3 Azrieli Center,
Triangle Tower, 42nd Floor, Tel-Aviv, Israel 

(“the
Borrower”)  



Of the first part;  



And: 



Discount Investment
Corporation Ltd.

Reg No. 520023896 

3 Azrieli Center,
Triangle Tower, 44th Floor, Tel-Aviv, Israel 

(“the
Lender”)  



Of the second part;  



	Whereas  	The
Lender holds 49% of the issued and paid up share capital of the Borrower;






	And  whereas 	The
Borrower has requested that the Lender provide the Borrower with a loan in an amount of
the new Israeli shekels equivalent of six million US dollars (USD 6,000,000), under the
terms set out in this Agreement; 






	And whereas  	The
Lender is willing to provide such a loan to the Borrower. 






Therefore
the parties stipulated, agreed and declared the following: 



	1.  	Preamble,
headings and definitions  






	 	         1.1 	The
preamble to this agreement is an integral part thereof.






	 	1.2 	The
division of this agreement into sections and the section headings are for purposes of
convenience only and may not be used for purposes of interpretation. 






	2.  	Declaration
of the Borrower  






	 	
The
Borrower hereby declares that:  






	 	2.1 	The
Borrower’s authorized bodies have granted all of the approvals required under the
Borrower’s Articles of Association and according to law, to approve the Borrower’s
entering into this Agreement and to fulfill its obligations hereunder, all subject to the
provisions of section 1C of the Companies Regulations (Relief in Transactions with
Interested Parties), 5760-2000 (“the Relief Regulations”). 






	 	2.2 	The
Borrower’s entering into this agreement shall not constitute breach of any
obligation or limitation in favor of any third party applicable to the Company. 






	3.  	Declaration
of the Lender  






	 	
The
Lender hereby declares that the Lender’s authorized entities have granted all of the
approvals required, insofar as they are required, under the Lender’s Articles of
Association and in law, to approve the Lender’s entering into this Agreement and to
fulfill its obligations hereunder.  






	4.  	The
loan  






	 	4.1 	The
Lender shall provide the Borrower, and the Borrower shall receive from the Lender, a loan
in an amount of new Israeli shekels equivalent to six million US dollars (USD 6,000,000)
at the representative exchange rate of the US dollar set by the Bank of Israel prior to
the loan being provided to the Borrower (“the Loan Principal”). 
















	 	4.2 	The
Lender shall provide the Borrower, and the Borrower shall receive from the Lender, the
Loan Principal on the first business day after the end of the period for filing an
objection by the Lender’s shareholders under section 1C of the Relief Regulations,
provided no such objection has been filed. Should a shareholder file an objection, the
Lender shall provide the Loan Principal to the Borrower on the first business day after
the Lender’s general meeting approves the Lender’s entering into this
Agreement, insofar as such approval is received. 






	 	4.3 	The
Lender shall provide the Borrower with the Loan Principal in one payment, by bank
transfer to the account in the Borrower’s name at Israel Discount Bank Ltd., branch
070, account number [             ] . 






	 	         4.4 	Providing
the Loan  Principal to the Borrower as set out in this  Agreement is subject
                  to fulfillment of all the provisions below:






	 	4.4.1 	The
Borrower shall receive the consent of Israel Discount Bank Ltd. (“Discount Bank”),
insofar as the Borrower requires such consent in respect of the engagement in this
Agreement and fulfillment of its obligations thereunder, by the end of the period for
filing an objection by the Borrower’s shareholders under section 1C of the Relief
Regulations, as set out in section 4.2 above. 






	 	4.4.2 	Immediately
before the Loan Principal is provided to the Borrower, the Borrower shall furnish the
Lender with a written declaration that fulfillment of the Borrower’s obligations
under this Agreement shall not constitute any breach of any obligation or limitation in
favor of any third party applicable to the Borrower. 






	5.  	Interest
and linkage  






	 	5.1 	The
loan principal shall bear annual interest of 5.95%, and a proportionate amount of this
percentage for part of a year, for the unpaid balance of the loan principal, from time to
time, for the period from the date the loan is provided to the Borrower until its actual
repayment(“the Interest”).The Borrower shall pay the Interest to
the Lender at the payment date of the Loan Principal.If, at any date, only part of
the Loan Principal is paid, the Borrower shall pay the Lender, at that date, the Interest
accrued up to that date for the part of the Loan Principal that was paid. 






	 	         5.2 	The
Loan  Principal  and  Interest  shall be linked  to the  consumer  price  index as follows: 







	 	                  “Base index”
–	      The known  consumer  price  index at the time the loan is provided
                                      to the Borrower 






	 	“Payment
index” –	 The known consumer price index at the time any payment is made on
account of the Loan Principal and/or the Interest 






	 	
If,
at a date of payment on account of the loan principal or interest, the payment index is
higher than the base index, the Company shall pay the Loan Principal or Interest, which
will be increased pro rata to the rise in the payment index compared to the base index.
However, if the payment index at that date is the same as or lower than the base index,
then the payment index will be the same as the base index. 






	 	
The
Loan Principal and Interest, including linkage terms of the loan principal and interest,
shall be referred to jointly as “the Loan”. 






	 	5.3 	Interest
for delay  






	 	
If
the Borrower is in arrears in the payment of any amount due to the Lender, under this
Agreement, beyond the payment date fixed in this Agreement, interest for delay shall be
added to the amount in arrears at the maximum rate of interest for delay acceptable at
Discount Bank, as it shall be from time to time, for loans linked to the consumer price
index (“Interest for Delay”). 
















	6.  	Repayment
of the loan  






	 	6.1 	The
Loan shall be repaid in one payment on September 24, 2011 (“the Payment Date of the
Borrower’s Loans to Discount”) or on another date when the Borrower shall repay
its loans from Discount Bank, whichever date is earlier. It is hereby clarified that
should Discount Bank postpone the payment date of the Borrower’s loans to Discount
Bank, the payment date of the loan in this Agreement shall be postponed accordingly. 






	 	6.2 	The
Borrower shall repay the Loan, as set out in section 6, by bank transfer, to the account
in the Lender’s name at Discount Bank, Main Branch, Tel Aviv (10), account number [     
            ]. 






	 	6.3 	Prepayment  






	 	
Notwithstanding
the aforesaid in section 6.1 above, the Borrower may prepay all or part of the Loan,
subject to irrevocable written notice to the Lender, submitted at least 14 days prior to
the prepayment date, regarding the Borrower’s intention to prepay the Loan,
stipulating the amount that will be prepaid and the payment date. Such prepayment
requires prior written consent from Discount Bank. 






	7.  	Subordination  






	 	
The
Lender hereby agrees that the Loan in this Agreement shall be subordinate to the Borrower’s
loans to Discount Bank.  






	8.  	Immediate
payment  






	 	
Without
derogating from the generality of the provisions in this Agreement, the Lender may, in
any of the events set out below and at its sole discretion, call for immediate payment of
the Loan. In this case, the Borrower shall pay the Lender the entire outstanding balance
of the loan (including interest and linkage differences accrued up to the actual payment
date), provided the Lender provides the Borrower with 14 days written notice. The events
are as follows:  






	 	8.1 	The
Borrower or its wholly-owned subsidiary receives notice from any creditor that there is
cause, under agreements between the creditor and the Borrower or its wholly-owned
subsidiary, as the case may be, to demand early and/or immediate payment of the debt that
the Borrower or its wholly-owned subsidiary owes the creditor, which is material to the
Borrower. 






	 	8.2 	The
Borrower breaches any of its material obligations under this Agreement and/or it emerges
that any of its declarations are incorrect. 






	 	8.3 	A
motion is filed in court against the Borrower or a company held by the Borrower, which is
material to the Borrower (“the Material Company”), for a stay of proceedings
under section 350 of the Companies Law or under any other law in its place, and this
motion is not removed within 45 days after it was filed or there is a stay of proceedings
against the Borrower or the Material Company. 






	 	8.4 	An
application is filed in court against the Borrower or the Material Company for
liquidation or for the appointment of a temporary or permanent receiver and this
application is not revoked within 45 days after it is filed, or the court appoints a
receiver for the Borrower or the Material Company. 






	 	8.5 	An
application is filed in court against the Borrower or the Material Company for the
appointment of a receiver or a temporary or permanent special administrator, for all of
the assets, or for a material part of the assets of the Borrower or the Material Company
and this application is not revoked within 45 days after it is filed, or the court
appoints a receiver or special administrator for all of the assets, or for a material
part of the assets, of the Borrower or the Material Company. 






	 	8.6 	An
application is filed in court to place an attachment on or to take possession of material
property of the Borrower or the Material Company and this application is not revoked
within 45 days after it is filed. 






	9.  	General  






	 	9.1 	Any
change and/or addition to this Agreement shall only be valid if made in writing, signed
by all the parties to this Agreement and approved by the authorized entities of the
parties as required under their articles of association and in law. 






	 	9.2 	The
Borrower shall pay the Lender the addition of VAT by law for any amount that the Borrower
owes or shall owe the Lender under this Agreement, at least two business days prior to
the last date for payment of VAT to the tax authorities. The Lender shall provide the
Borrower with an appropriate tax invoice for any VAT due to be paid by the Borrower as
set out above. 
















	 	9.3 	Each
of the parties undertakes to sign any document and/or form that may be required and to
carry out any action that may be required to fulfill the provisions of this Agreement. 






	 	9.4 	Notices
according to or in respect of this Agreement shall be submitted in writing and signed by
the submitter of the notice, or by any person certified to sign on their behalf. Written
notice sent by one party to this Agreement to another (to the address set out in the
preamble to this Agreement, or to another address in Israel as notified by one party to
the other under the provisions of this section), shall be considered as having been
received by the party to which the notice was sent, on the second regular working day
after posting by registered mail, and on the first regular working day after sending the
notice by fax (provided the sending party produces confirmation of transmission). 






	 	9.5 	Should
the date of any payment under this Agreement fall on a day other than a business day (a
day when banks in Israel are open to the public for business), the payment date shall be
postponed to the first business day following this date. 






	 	9.6 	This
Agreement, and everything contained herein shall be subject to the laws of the State of
Israel and any dispute arising in respect of the implementation or consequences of this
Agreement shall be presented and determined solely by the competent court in Tel Aviv,
whose sole jurisdiction is agreed upon by the parties. 






	 	
[The
remainder of this page is intentionally blank. The signatures appear on the following
page.]  
















In
witness whereof, the parties affix their signatures below: 



		
(signed)
——————————————

Elron Electronic Industries Ltd. 		
(signed)
——————————————

Discount Investment Corporation Ltd.