OMNIBUS AMENDMENT AGREEMENT dated as of 26 March 2012, by and among DONEGAL RECEIVABLES PURCHASING LIMITED, MAKHTESHIM AGAN INDUSTRIES LTD., NIEUW AMSTERDAM RECEIVABLES CORPORATION, COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., and...

Exhibit 10.18

Execution Copy

OMNIBUS AMENDMENT AGREEMENT

dated as of 26 March 2012,

by and among

DONEGAL RECEIVABLES PURCHASING LIMITED,

MAKHTESHIM XXXX INDUSTRIES LTD.,

NIEUW AMSTERDAM RECEIVABLES CORPORATION,

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

and

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as Rabobank International), LONDON BRANCH

TABLE OF CONTENTS

Clause						Page
1.		DEFINITIONS AND INTERPRETATION					1
2.		TRANSACTION DOCUMENTS					2
		2.1.		Amendment of Receivables Funding Agreement:			2
		2.2.		Amendment of Liquidity Agreement:			3
		2.3.		Amendment of Parent Undertaking Agreement			5
3.		REPRESENTATIONS, WARRANTIES AND COVENANTS					5
		3.1.		Reaffirmation of Representations and Warranties			5
		3.2.		Additional Representations and Warranties			5
		3.3.		Payment of Amendment Fee, Costs, etc.			5
		3.4.		Corporate Authority, etc.			5
4.		EFFECTIVENESS, RATIFICATION					6
		4.1.		Effective Date			6
		4.2.		Ratification			6
5.		MISCELLANEOUS					6
		5.1.		Governing Law and Jurisdiction			6
		5.2.		Headings			6
		5.3.		Counterparts			6
		5.4.		Severability, etc.			6
		5.5.		No Petition			7
		5.6.		Limited Recourse			7
		5.7.		Contracts (Rights of Third Parties) Act (1999)			7

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OMNIBUS AMENDMENT AGREEMENT

THIS OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) is dated as of 26 March 2012 and made BETWEEN:

(1) DONEGAL RECEIVABLES PURCHASING LIMITED, a limited company organized under the laws of the Republic of Ireland, as the Purchaser;

(2) COÖPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., as Liquidity Bank;

(3) MAKHTESHIM XXXX INDUSTRIES LTD., as the Servicer, the Parent and the Subordinated Lender (“MAI”);

(4) NIEUW AMSTERDAM RECEIVABLES CORPORATION (as successor in interest to ERASMUS CAPITAL CORPORATION), as a Facility Lender; and

(5) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., (trading as RABOBANK INTERNATIONAL), London Branch, as the Agent.

WHEREAS:

(A) Certain of the parties to this Agreement have entered into a Master Schedule of Definitions, Interpretation and Construction dated as of September 28, 2004, as amended as of 11 October 2005, December 19, 2005, 2 February 2006, 22 January 2007, 11 August 2008, 31 July 2009, 8 September 2009, 21 January 2010, 23 March 2011 and 1 June 2011, and amended and restated on 22 November 2011 (as from time to time in effect, the “Schedule of Definitions”) and into various other Transaction Documents (such and other capitalized terms being used herein, unless otherwise defined herein, with the meanings provided in Clause 1 (Definitions and Interpretation)) in connection with a trade receivables purchase programme provided by the Purchaser; and

(B) The parties to this Agreement (the “Parties”) wish to modify certain of the Transaction Documents in certain respects, all as set out herein.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

In this Agreement, including the recitals hereto, except in so far as the context otherwise requires and subject to any contrary indication, words and expressions defined and expressed to be interpreted and construed in the Schedule of Definitions shall have the same definitions, interpretation and construction mutatis mutandis herein. For the avoidance of doubt, the Parties confirm that this Agreement is a Transaction Document.

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2. TRANSACTION DOCUMENTS

2.1. Amendment of Receivables Funding Agreement:

(a) Subject to clause (b) below, on the Effective Date Schedule 1 to the Receivables Funding Agreement is hereby amended to read as follows:

SCHEDULE 1

Facility Limits and Currency Facility Limits

Aggregate Facility Limit/Aggregate Currency Facility Limit

		Dollars				Euro, Shekels, Sterling, Australian Dollars, Zloty
Aggregate Facility Limit		$	350,000,000
Aggregate Currency Facility Limit		$	350,000,000			Currency Equivalent of $350,000,000

Facility Limit/Currency Facility Limit

Facility Lender: Nieuw Amsterdam Receivables Corporation

Facility Limit		$	350,000,000
Currency Facility Limit		$	350,000,000			Currency Equivalent of $350,000,000

Process Agent: Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, of Xxxxxx Xxxxx, Xxx Xxxxxxxxxx, Xxxxxx XX0X 0XX

(b) The amendment provided in clause (a) shall remain in effect from (and including) the Effective Date to (and including) 28 June 2012 (the “End Date”). In the event that, prior to the End Date, an additional Facility Lender (other than Nieuw Amsterdam Receivables Corporation) has not become party to the Receivables Funding Agreement with a Facility Limit commitment of not less than $100,000,000, Schedule 1 to the Receivables Funding Agreement shall be hereby amended to read as follows:

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SCHEDULE 1

Facility Limits and Currency Facility Limits

Aggregate Facility Limit/Aggregate Currency Facility Limit

		Dollars				Euro, Shekels, Sterling, Australian Dollars, Zloty
Aggregate Facility Limit		$	250,000,000
Aggregate Currency Facility Limit		$	250,000,000			Currency Equivalent of $250,000,000

Facility Limit/Currency Facility Limit

Facility Lender: Nieuw Amsterdam Receivables Corporation

Facility Limit		$	250,000,000
Currency Facility Limit		$	250,000,000			Currency Equivalent of $250,000,000

Process Agent: Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, of Xxxxxx Xxxxx, Xxx Xxxxxxxxxx, Xxxxxx XX0X 0XX

(c) The parties to the Receivables Funding Agreement confirm that, pursuant to Section 2.11 of the Receivables Funding Agreement, the Scheduled Maturity Date has been extended to 25 February 2013.

2.2. Amendment of Liquidity Agreement:

(a) Subject to clause (b) below, on the Effective Date Schedule 1 to that certain Liquidity Agreement, dated as of 22 November 2011, between Nieuw Amsterdam Receivables Corporation, as borrower, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as liquidity bank, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as agent and administrator (the “Liquidity Agreement”), is hereby amended to read as follows:

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SCHEDULE 1

Commitments and Currency Commitments

Liquidity Bank		Commitments				Currency Commitment for Dollars				Currency Commitment for Euro, Shekels, Sterling, Australian Dollars, Zloty
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.		$	357,000,000			$	357,000,000				Currency Equivalent of $357,000,000
Totals		$	357,000,000			$	357,000,000				Currency Equivalent of $357,000,000

(b) The amendment provided in clause (a) shall remain in effect from (and including) the Effective Date to (and including) the End Date. In the event that, prior to the End Date, an additional Facility Lender (other than Nieuw Amsterdam Receivables Corporation) has not become party to the Receivables Funding Agreement with a Facility Limit commitment of not less than $100,000,000, Schedule 1 to the Liquidity Agreement shall be hereby amended to read as follows:

SCHEDULE 1

Commitments and Currency Commitments

Liquidity Bank		Commitments				Currency Commitment for Dollars				Currency Commitment for Euro, Shekels, Sterling, Australian Dollars, Zloty
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.		$	255,000,000			$	255,000,000				Currency Equivalent of $255,000,000
Totals		$	255,000,000			$	255,000,000				Currency Equivalent of $255,000,000

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2.3. Amendment of Parent Undertaking Agreement

(a) On the Effective Date, Section 4.1(o)(i) of the Parent Undertaking Agreement is hereby amended to read as follows:

(o) Undrawn Commitments and Cash Balances, etc.

(i) The Parent and Affiliates of the Parent controlled by it (“Controlled Affiliates”) shall at all times maintain cash balances at banks and/or committed undrawn bank loan facilities having a legal maturity falling on or after the Commitment Termination Date in an aggregate amount equal to or in excess of one hundred twenty five million Dollars ($125,000,000).

(b) On the Effective Date, Section 4.2(1) of the Parent Undertaking Agreement is hereby deleted in its entirety.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1. Reaffirmation of Representations and Warranties

On the Effective Date, each of the Parties hereby reaffirms all covenants, representations and warranties made by such Party in each of the Transaction Documents and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the Effective Date.

3.2. Additional Representations and Warranties

Each of the Parties hereby represents and warrants that this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

3.3. Payment of Amendment Fee, Costs, etc.

On the Effective Date, the Parent shall pay to the Agent, by wire transfer of immediately available funds, an amendment fee in the amount of $100,000. The Parent also agrees promptly following written demand therefor from the Agent, to reimburse the Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the execution and effectiveness of this Agreement (including the costs of the Rating Agencies in connection therewith). The Parent hereby agrees that its failure to pay such amendment fee and such costs and expenses when due shall constitute an Event of Default under the Receivables Funding Agreement without the need for any further grace period or notification.

3.4. Corporate Authority, etc.

MAI hereby undertakes to deliver to the Agent, not later than 30 days following the Effective Date, a certificate of one of its directors or its corporate secretary (or comparable corporate officer) attaching and certifying as of the Effective Date, to the reasonable satisfaction of the Agent, the signing authority of MAI and the sample signature/signatures of the authorized person/persons who have signed this Agreement on behalf of MAI. Each of the Parties hereby agrees that, until delivery of the certificate described in the preceding sentence, the Borrower may neither request nor receive additional Funding Advances under the Receivables Funding Agreement.

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4. EFFECTIVENESS, RATIFICATION

4.1. Effective Date

The various modifications set out in Section 2 of this Agreement shall become effective on the date of this Agreement (the “Effective Date”) subject only to the execution of this Agreement by each of the Parties. With effect from the Effective Date the relevant Transaction Documents as modified hereby shall thereafter be binding on the parties thereto and their respective successors and assigns. On and after the effectiveness hereof, in each such Transaction Document to “this Agreement” or “hereof” or “hereunder” or words of like import, and each reference in any other Transaction Document to such Transaction Document shall mean and be a reference to such Transaction Document as amended hereby.

4.2. Ratification

Except as expressly amended hereby each of the Transaction Documents shall remain in full force and effect and is hereby ratified and confirmed by the Parties hereto.

5. MISCELLANEOUS

5.1. Governing Law and Jurisdiction

(a) This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

(b) Each of the Parties agrees that the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.

5.2. Headings

Headings used herein are for convenience of reference only and shall not affect the meaning of this Agreement.

5.3. Counterparts

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

5.4. Severability, etc.

(a) Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

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(b) If a court of competent jurisdiction determines that any term or provision of this Agreement as written is invalid, unenforceable or incomplete, the parties agree that the court making the determination of invalidity, unenforceability, or incompleteness shall reduce the scope, duration, or area of the term or provision, delete specific words or phrases, or replace any invalid, unenforceable or incomplete term or provision with a term or provision that is valid, enforceable and complete and that comes closest to expressing the intention of the invalid, unenforceable or incomplete term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the court’s judgment may be appealed.

5.5. No Petition

Each of the Parties hereby covenants and agrees that, prior to the date which is two (2) years and one (1) day after the Final Payout Date, it will not institute any proceeding of a type referred to in the definition of Event of Bankruptcy against, or join any other Person in instituting such a proceeding against, the Purchaser, any Conduit or any Conduit CP Funding Provider that acts as, or that provides funding to, a Facility Lender.

5.6. Limited Recourse

(a) Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Facility Lender under this Agreement and all other Transaction Documents to which it is a party are solely the corporate obligations of such Facility Lender and shall be payable solely to the extent of funds received from the Purchaser in accordance with the Transaction Documents or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay matured and maturing Commercial Paper issued to fund the acquisition of Receivables.

(b) Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Purchaser under this Agreement and all other Transaction Documents to which it is a party are solely the corporate obligations of the Purchaser and shall be payable solely to the extent of funds received by the Purchaser and available for application thereto in accordance with the terms of the Servicing Agreement and the other Transaction Documents.

5.7. Contracts (Rights of Third Parties) Act (1999)

Except in respect of the Secured Parties not party hereto, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of this Agreement pursuant to the Contracts (Rights of Third Parties) Act (1999), the Parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act (1999).

EXECUTION

The Parties have shown their acceptance of the terms of this Agreement by executing it below.

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SIGNATORIES

DONEGAL RECEIVABLES PURCHASING LIMITED
By:		/s/ Xxxxx XxXxxxx
Name:		Xxxxx XxXxxxx
Title:		Director
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
By:		/s/ Xxxxxxx Xxxxxxxx				By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxxxxxx				Name:		Xxxxxxx Xxxx
Title:		GFM Operations				Title:		Authorised Signatory

MAKHTESHIM XXXX INDUSTRIES LTD.
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		CFO

NIEUW AMSTERDAM RECEIVABLES CORPORATION
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President

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COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH, as Agent
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxx X. X’Xxxxx
Name:		Xxxxx Xxxxxx				Name:		Xxxx X. X’Xxxxx
Title:		Executive Director				Title:		Managing Director

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