EX-10.39





 Exhibit 10.39 

ELEVENTH AMENDMENT TO CREDIT AGREEMENT 

This ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of March 5, 2019, 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 was amended pursuant to a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) dated June 1, 2014, by and between the Borrower
and the Bank. The Original Credit Agreement was amended pursuant to a Seventh Amendment to Credit Agreement (the “Seventh Amendment”) dated July 1, 2015, by and between the Borrower and the Bank. The Original Credit Agreement
was amended pursuant to a Eighth Amendment to Credit Agreement (the “Eighth Amendment”) dated July 1, 2016, by and between the Borrower and the Bank. The Original Credit Agreement was amended pursuant to a Ninth Amendment to
Credit Agreement (the “Ninth Amendment”) dated July 1, 2017, by and between the Borrower and the Bank. The Original Credit Agreement was amended pursuant to a Tenth Amendment to Credit Agreement (the “Tenth
Amendment”) dated July 1, 2018, 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, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment and the Tenth 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. Amendment 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 March 5, 2019.” 

3. 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. 

4. 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. 

  
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 SIGNATURE PAGE TO ELEVENTH AMENDMENT TO CREDIT AGREEMENT 

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

							
	WITNESS/ATTEST:	 		 	DONEGAL GROUP INC.
				
	 /s/ Jeffrey D. Miller
	 		 	By:	 	 /s/ Kevin G. Burke (Seal)

	Jeffrey D. Miller	 		 		 	Kevin G. Burke
	Executive Vice President and	 		 		 	President and CEO
	Chief Financial Officer	 		 		 	
				
	WITNESS:	 		 		 	MANUFACTURERS AND TRADERS TRUST COMPANY
				
	 /s/ Jessica L. Foley
	 		 	By:	 	 /s/ Sarah C. Lesser (Seal)

	Jessica L. Foley	 		 		 	Sarah C. Lesser, Vice President
	(Name)	 		 		 	

 COMMONWEALTH OF PENNSYLVANIA, COUNTY OF LANCASTER 

On the 5th day of March, in the year 2019, before me, the undersigned, a Notary Public in
and for said Commonwealth, personally appeared Kevin G. Burke, 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: January 10, 2021	  	 /s/ Sheri O. Smith

		  	                Notary Public

 COMMONWEALTH OF PENNSYLVANIA, COUNTY OF YORK 

On the 6th day of March, in the year 2019, before me, the undersigned, a Notary Public in
and for said Commonwealth, personally appeared Sarah C. Lesser, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she
executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 

 

			
	My Commission Expires: April 15. 2022	  	 /s/ Coteelia Reed

		  	                Notary Public


  
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