20-F/A










Exhibit 4.4  




Summary of Material  Terms of Credit Line  Agreement  with Israel  Discount Bank Ltd and related Deed of Pledge 



1. Credit Line Agreement  



On May 15, 2008, Elron signed an
agreement (the “Credit Agreement”) with Israel Discount Bank Ltd. (the
“Bank”) to provide Elron Electronic Industries Ltd.
(“Elron”) with a $30 million credit line to be utilized within a period
of 364 days from the date of the Agreement. During this period, Elron could draw down
loans from the credit line for a three-year period bearing interest at a rate of three
months LIBOR +1.3%. Elron agreed to pay the Bank during the term of the Agreement a fee
equal to 0.24% per annum on all amounts not utilized under the credit line. 



The full amount of the loans were
drawn down in four installments, as follows: $24 million on June 16, 2008, $2 million on
August 12, 2008, $500,000 on September 9, 2008 and $3.5 million on September 23, 2008.
Each installment amount is required to be repaid within 36 months of the date of the
applicable drawdown. The interest on each installment is payable in quaterly payments. 



Elron may repay the loans early
without penalty on any interest payment date.  



The Credit Agreement contains events
of default, upon the occurrence of which the Bank may demand immediate repayment of the
outstanding balance of the loans. The events of default include a failure to repay one or
more of the loan installments when due, upon liquidation or insolvency of Elron, the
breach by Elron of its representations, warranties and covenants contained in the
Agreement (upon the passage of applicable grace periods) and other customary events of
default. 



In the event of a breach of the
Credit Agreement by Elron, in no way derogating from any other remedies available to the
Bank, the interest will be increased by 2% per annum. In addition, the Bank shall be
entitled to receive late payment interest in the event of a delay in payment of any amount
owing to the Bank, in no way derogating from the Bank’s other rights or remedies. 



As part of the Credit Agreement,
Elron signed a written undertaking (“Undertaking”) committing to certain
covenants including: 



	 	(i) 	maintaining a ratio equal to the sum of (1) cash and cash equivalents, (2)
          the market value of  holdings in public companies and (3) short term
          investments, to the total debt, as defined in the Credit Agreement (and which
          does not include loans from Elron’s largest shareholders, Discount
          Investment Corporation Ltd. (“DIC”)), which shall be not less
          than three; It should be noted that as of November 8, 2009, as a result of
          securing the loan with a pledge of shares held by Elron in Given Imaging Ltd.
          (see below under “Deed of Pledge”), Elron is no longer required to
          comply with this covenant.)  






	 	(ii) 	obligating
Elron to provide the Bank with any covenant, undertaking                and/or lien
of any kind, that may be provided to any other financial                institution,
all in equal parts, pari passu with such financial institution so                that the
Bank’s rights will not harmed; 






	 	(iii) 	obligating
not to make, or agree to make, loans available to the Company’s
               shareholders and not to repay future loans to shareholders without the
prior                consent of the Bank, and moreover, any funds or loans granted or
which may be                granted to our shareholders shall be subordinated to any debt
to or credit from                the Bank; and 






	 	(iv) 	obligating
not to issue dividends to the Company’s shareholders without the
               prior written consent of the Bank. 






Elron further covenanted in the
Undertaking as follows: 



	 	(i) 	the
assets of Elron will always be owned free and clear except with the prior
               written consent of the Bank; 






	 	(ii) 	no
pledge on all or part of the assets of Elron will be created without the
               Bank’s written consent; 






	 	(iii) 	no
transaction or activity shall be conducted in connection with any assets of
               Elron and no rights to Elron’s assets shall be granted to any party
and no                assets of Elron shall be transferred or disposed of in any manner,
without the                prior consent of the Bank except for the sale of shares of
Elron held companies                in the ordinary course of business; and 
















	 	(iv) 	In
the event that Elron pledges or grants any other security of whatsoever
               nature or undertakes any financial condition not undertaken to the Bank,
to any                other financial institution, Elron will submit or obligate to the
Bank, the same                security or security having the same value or the same
financial condition, to                the satisfaction of the Bank in order to ensure
the full repayment of                Elron’s liabilities to the Bank. 






Elron further undertook to deliver
quarterly and annual financial statements within five (5) business days of their
publication as well as certain other reports and additional information in a format
requested by the Bank. 



In no way derogating from the events
of default set forth in the Credit Agreement, the Undertaking also sets forth events of
default entitling the Bank to demand immediate repayment, such as material breach by Elron
of its representations, warranties and covenants contained in the Agreement or in the
Undertaking. 



The Undertaking is governed by
Israeli law and the Tel Aviv Jaffa court has exclusive jurisdiction over all disputes
arising in connection with the Undertaking. 



All expenses, charges, taxes etc in
connection with establishing the credit line will be on the account of Elron. 



On February 4, 2009 further to the
announcement by DIC that it was then examining different possibilities of going private
transactions involving Elron, the Undertaking was amended to the effect that any
transaction, decision, action relating to the aforegoing shall not qualify as an event
triggering immediate reapyment of the loans provided that the IDB group of companies (IDB
Development and its subsidiaries), directly and/or indirectly remains the
“Controlling Person” as such term is defined in the Undertaking, after any such
transaction. 



On November 8, 2009, the
Undertaking was further amended as follows: 



	 	a. 	To
guarantee the full and exact payment of all sums due and to be due the Bank
                    from Elron in connection with the credit extended, Elron agreed to
register a                     first ranking pledge to the Bank’s benefit on
3,359,676 Given Imaging Ltd.                     shares held by Elron (“Pledged
Shares”) (See Deed of Pledge                     below). 






	 	b. 	Elron
undertakes to maintain a ratio between the balance of the credit to the
                    market value of the Pledged Shares of not more than 0.6 (“minimum
                    ratio”). 






	 	c. 	Notwithstanding
the above, at such time as the minimum ratio exceeds 0.7 in                     relation
to the credit balance (“security irregularity”), then
                    Elron undertakes within 3 business days to pledge to the Bank’s
benefit                     such additional security as is satisfactory to the Bank to
correct the minimum                     ration or such other security as is acceptable to
the Bank or immediate                     repayment of the loan, such that the security
irregularity is removed. 






	 	d. 	If
the security irregularity is not removed within such 3 business day period,
                    the Bank shall have a claim to demand from Elron immediate repayment
of the                     credit balance and Elron undertakes to act accordingly to
repay such sum within                     14 days from notice thereof. 






	 	e.	In
the event that the ratio between the credit balance and the market value of           the
Pledged Shares is less than 0.4 for a period of 30 consecutive business           days,
then the Bank shall agree to release such number of shares from the pledge           such
that the ratio shall be maintained at the minimum ratio. 






	 	f.	Notwithstanding
the above, Elron may provide, as an alternative security (in           whole or in part)
to the Pledged Shares, such other liquid assets, which are           satisfactory to the
Bank, and which are identical in value to the Pledged Shares           and /or the value
of the deviation from the securities amount, or in any other           value as will be
agreed with the Bank. 






	 	g.	For
the avoidance of doubt, Elron may sell or otherwise transact in the Pledged
          Shares at any time, provided it receives the Bank’s prior written consent
          and provided further that the consideration received from any such sale will be
          utilized toward the repayment of the credit in proportion to the Pledged Shares
          sold or provided that Elron will provide an alternative liquid security equal
in           value to the Pledged Shares sold hereunder, or in any other value as will be
          agreed with the Bank. 
















	 	h. 	Elron
represented and covenanted throughout the period of the credit, to
                    undertake and uphold the following conditions: 






		    (i)        other
than the Pledged Shares, Elron’s assets shall remain unencumbered
               unless it obtains the prior written consent of the Bank;  







		    (ii)        unless
it receives the prior written consent of the Bank, Elron will not create
               any lien or pledge on its assets, in whole or in part;  







		    (iii)        unless
it receives the prior written consent of the Bank, Elron will not take                any
action regarding its assets and will not grant others rights in its assets,
               including to assign, sell, lease, rent or transfer any of its assets,
other than                the sale of shares of companies in its group in its ordinary
course of business;  







		    (iv)        In
the event that Elron places a lien or a charge or otherwise provides any
               financial covenants to any financial institution which it hasn’t
provided                to the Bank under this letter of obligation, Elron will provide
the same to the                Bank, to the Bank’s satisfaction, to guarantee the
payment of all debt to                the Bank.  







	 	i. 	The
failure of IDB Development Corporation Ltd to remain a “Controlling
                    Person”, as such term is defined in the Undertaking would
constitute an                     event of default. 






Sections omitted: 



General miscellaneous
provisions

LIBOR rate definition and general
interest calculation provisions

Standard bank account conditions 



2. Deed of Pledge:  



The Deed of Pledge dated November 8,
2009 pertains to the Pledged Shares in favor of the Bank to secure the obligations of
Elron under the Credit Agreement. 



The Deed of Pledge sets forth the
events of default upon which the pledge of the Pledged Shares may be enforced against
Elron. The events of default include a failure to repay one or more of the loan
installments when due, upon liquidation or insolvency of Elron, IDB Development
Corporation Ltd no longer being a “Controlling Person”, as such term is defined
in the Undertaking, the breach by Elron of its representations, warranties and covenants
contained in the Agreement (upon the passage of applicable grace periods), the passing of
any resolution by the shareholders of Given Imaging which the Bank is of the opinion can
adversely affect the ratio of the value of the Pledged Shares to the obligations of Elron
under the Pledge Agreement, if the shares of Given Imaging cease to trade for seven
consecutive days or are delisted from the stock exchange and other customary events of
default 



The Deed of Pledge sets forth
customary representations and warranties of Elron in connection with the Pledged Shares. 



In addition to the Pledge Shares, the
Bank also has a lien over all moneys, assets, securities etc. due to Elron from the Bank
or third parties, in connection with the Pledged Shares as security for all moneys owed by
Elron to the Bank. 



The Bank also has a right of set off
of all moneys owed to Elron by the Bank.



Sections omitted: 



Standard pledge terms 

General miscellaneous
provisions