EX-10.39



 Exhibit 10.39 

SIXTH AMENDMENT TO CREDIT AGREEMENT 

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of June 1, 2014, by and between DONEGAL GROUP INC. a
Delaware corporation (the “Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation (the “Bank”); Witnesseth: 

On June 21, 2010, the Borrower and the Bank executed and delivered that certain Credit Agreement (the “Original Credit
Agreement”). The Original Credit Agreement was amended pursuant to a First Amendment to Credit Agreement (the “First Amendment”) dated October 12, 2010, by and between the Borrower and the Bank. The Original Credit Agreement was
amended pursuant to a Second Amendment to Credit Agreement (the “Second Amendment”) dated June 1, 2011, by and between the Borrower and the Bank. The Original Credit Agreement was amended pursuant to a Third Amendment to Credit
Agreement (the “Third Amendment”) dated June 1, 2012, by and between the Borrower and the Bank. The Original Credit Agreement was amended pursuant to a Fourth Amendment to Credit Agreement (the “Fourth Amendment”) dated
December 5, 2012, by and between the Borrower and the Bank. The Original Credit Agreement was amended pursuant to a Fifth Amendment to Credit Agreement (the “Fifth Amendment”) dated June 1, 2013, by and between the Borrower and
the Bank. The Original Credit Agreement as amended pursuant to the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment is hereinafter called the “Credit Agreement.” The Borrower and the
Bank have agreed to amend a certain provision of the Credit Agreement subject to and in accordance with this Amendment. 
 NOW THEREFORE, in
consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Bank and the Borrower agree as follows: 

1. Recitals. The Bank and the Borrower acknowledge that the above recitals to this Amendment are true and correct, and agree that the same are
incorporated by reference into the body of this Amendment. Unless otherwise specifically defined herein, all terms defined by the provisions of the Credit Agreement shall have the same meanings ascribed to such terms by the provisions of the Credit
Agreement when used herein. 
 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended by deleting the definition of the term
“Credit Expiration Date” appearing in Article 1 of the Credit Agreement in its entirety and by substituting the following in lieu thereof: 

““Credit Expiration Date” means July, 31, 2017.” 

3. Representations and Warranties. The Borrower represents and warrants to the Bank that each and all of the representations and warranties of the
Borrower in the Credit Agreement and the other Financing Documents are true and correct on the date hereof as if the same were made on the date hereof. 







 4. Amendment Only. This Amendment is only an agreement amending a certain provision of the Credit
Agreement. All of the provisions of the Credit Agreement are incorporated herein by reference and shall continue in full force and effect as amended by this Amendment. The Borrower hereby ratifies and confirms all of its obligations, liabilities and
indebtedness under the provisions of the Credit Agreement as amended by this Amendment. The Bank and the Borrower agree it is their intention that nothing herein shall be construed to extinguish, release or discharge or constitute, create or effect
a novation of, or an agreement to extinguish, any of the obligations, indebtedness and liabilities of the Borrower or any other party under the provisions of the Credit Agreement or under any of the other Financing Documents. 

5. Applicable Law, Etc. This Amendment shall be governed by the laws of the Commonwealth of Pennsylvania and shall be binding upon and inure to the
benefit of the Bank and the Borrower and their respective successors and assigns. 







 SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT 

IN WITNESS WHEREOF, the Borrower and the Bank have executed this Amendment under their respective seals, the day and year first written above.

  

									
	WITNESS/ATTEST:				DONEGAL GROUP INC.		
					
	 /s/ Jeffrey D. Miller
				By:		 /s/ Donald H. Nikolaus
		(Seal)
	Jeffrey D. Miller						Donald H. Nikolaus		
	Senior Vice President and Chief Financial Officer						President and Chief Executive Officer		
			
	WITNESS:				MANUFACTURERS AND TRADERS TRUST COMPANY
					
	 /s/ Brenda Thomson
				By:		 /s/ Kellie M. Matthews
		(Seal)
							Kellie M. Matthews, Administrative Vice President		

 COMMONWEALTH OF PENNSYLVANIA, COUNTY OF LANCASTER  

On the 15th day of April, in the year 2014, before me, the undersigned, a
Notary Public in and for said Commonwealth, personally appeared Donald H. Nikolaus, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument. 
  

					
	My Commission Expires:				 /s/ Sheri O. Smith

					Notary Public

 COMMONWEALTH OF PENNSYLVANIA, COUNTY OF YORK 

On the 21st day of April, in the year 2014, before me, the undersigned, a
Notary Public in and for said Commonwealth, personally appeared Kellie M. Matthews, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument. 
  

					
	My Commission Expires:				 /s/ M. Catherine Owens

					Notary Public


  
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