<PAGE>

                                  EXHIBIT 10.3

                                December 4, 2002

STRICTLY PRIVATE & CONFIDENTIAL

LaSalle Bank National Association          Canadian Imperial Bank of Commerce
135 South LaSalle Street                   BCE Place, 161 Bay Street
Chicago, Illinois 60603                    Toronto, Ontario
United States of America                   Canada M5J 258

The Bank of Nova Scotia                    Wachovia Securities, Inc.
Suite 2700                                 One First Union Center
600 Peachtree Street N.E.                  301 S. College Street
Atlanta, Georgia 30308                     Charlotte, North Carolina 28288
United States of America                   United States of America

     Re:  Credit Facility in Favour of Kingsway Financial Services Inc. and
          Kingsway U.S. Finance Partnership (the "Borrowers")

Dear Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of February 23, 1999, as
subsequently amended (the "Credit Agreement"), among the Borrowers, the Lenders
named in the Credit Agreement, LaSalle Bank National Association, as
Administrative Agent and Co-Syndication Agent and Canadian Imperial Bank of
Commerce, as Co-Syndication Agent and Documentation Agent. All capitalized terms
used but not elsewhere defined herein shall have the respective meanings
ascribed to such terms in the Credit Agreement.

     The purpose of this letter is to provide for the Lenders' consent and
waiver to certain actions of the Borrowers and to amend certain provisions of
the Credit Agreement.

     Consent to Indebtedness

     On September 9, 2002, the Lenders consented to the issuance of preferred
securities in the approximate amount of U.S. $75,000,000 (the "Trust I Preferred
Securities") through Kingsway Financial Capital Trust I, a Delaware statutory
trust beneficially held by the Borrowers ("Trust I"). Trust I intends to use the
proceeds of the public offering of the Trust I Preferred Securities to acquire
debentures (the "Trust I Debentures") from Kingsway U.S. Funding Inc., a newly
formed subsidiary of the Guarantor, which will in turn use the proceeds to
acquire subordinated notes from the Guarantor (the "Subordinated Notes"), which
Subordinated Notes will be on the same economic terms as the Trust Preferred
Securities.

     At the present time the Borrowers anticipate that the Borrowers will issue
approximately $57,500,000 of the amount of $75,000,000 Trust I Preferred
Securities to the issuance of which the Lenders have consented.

                                        1

<PAGE>

     In addition, the Borrowers contemplate raising capital of up to U.S.
$20,000,000 by issuing preferred securities (the "Trust II Preferred
Securities") through a Connecticut statutory trust ("Trust II") to a pooling
vehicle sponsored by Keefe Bruyette & Woods, Inc. ("KBW") and FTN Financial
Capital Markets ("FTN") (the "Pooling Vehicle"). Interests in the Pooling
Vehicle will be sold by KBW and FTN in a private placement offering ("Pooled
Securities Offering"). Trust II will use the proceeds from the sale of the Trust
II Preferred Securities to acquire debentures from the Guarantor (the "Trust II
Debentures"). The Trust II Debentures will have the same economic terms as the
Trust II Preferred Securities.

     The Borrowers believe that the issuance of the Trust II Debentures will be
Permitted Indebtedness if the Majority of the Lenders consent to the existence
and ranking of the contemplated indebtedness as required by Section 1.01(84)(v).
Therefore, in order to issue the Trust II Debentures, the Borrowers require and
request a consent from the Lenders to the issuance of the Trust II Debentures.

     The Borrowers also request a one time waiver of Section 8.03(5) to permit
(i) the Guarantor to guaranty the obligations of Trust II pursuant to the Trust
II Preferred Securities (the "Trust II Guarantee"), and (ii) Kingsway to
guaranty the obligations of the Guarantor under the Trust II Debenture (and the
Indenture relating thereto) and the Trust II Guaranty.

     The Borrowers obligations under the Trust II Debentures will be subordinate
to the Outstanding Obligations and will be pari passu with the Trust I
Debentures.

     Amendments

     The Borrowers will not include the proceeds of the Trust II Preferred
Securities offering in the calculation of the Tangible Net Worth under Section
8.02(3). The Borrowers intend to exclude the proceeds of the offering of the
Trust I Preferred Securities and the Trust II Preferred Securities from the
Funded Debt but intend to include the proceeds in the Total Capitalization for
the purpose of calculation of the Funded Debt to Total Capitalization ratio
under Section 8.02(1). The Borrowers believe that the definition of Total
Capitalization in Section 1.01(103) of the Credit Agreement must be amended by
deleting it its entirety and replacing it with the following:

     " "Total Capitalization" means without duplication the aggregate of (i)
Funded Debt, (ii) the proceeds of the offering of the Trust I Preferred
Securities and the Trust II Preferred Securities, plus (iii) shareholders equity
all of which shall be calculated on a Consolidated basis and in accordance with
GAAP."

     In addition, the following amendments are made:

     Section 1.01(98) (Definition of Subordinated Debt) by deleting the
remainder of that section after the word "Obligations."

     Section 8.03(7) (Material Contracts) is amended by deleting the period at
the end of the Section and inserting the following text at the end of that
Section:

<PAGE>

          "or (d) any material documents relating to the issuance of the Trust I
     Debentures, the Trust I Preferred Securities, the Trust II Debentures or
     the Trust II Preferred Securities."

                                      * * *

     In order to induce the consent and waiver of the Lenders hereunder and to
obtain the Lenders' and the Agents' agreement to the proposed amendment, each of
the Borrowers hereby (i) represents and warrants to the Lenders that no Default
or Event of Default exists under the Credit Agreement as of the date hereof, and
that the issuance and sale of Trust II Preferred Securities and the Trust II
Debentures and the guarantees by the Guarantor and Kingsway as described above
and the participation of the Borrowers and the Guarantor in the Pooled
Securities Offering to the extent described above, after giving effect to the
consent, waiver and amendment requested herein, shall not result in a Default or
an Event of Default under the Credit Agreement, (ii) agrees that a consent of
the Majority of the Lenders shall be required to redeem in cash the Trust II
Preferred Securities, (iii) agrees that upon the occurrence of an Event of
Default Trust II will not pay any dividends on the Trust II Preferred Securities
or redeem the Trust II Preferred Securities, (iv) agrees not to make any payment
of principal or interest in respect of the Trust I Debentures or the Trust II
Debentures following the occurrence of an Event of Default which is continuing
or make any such payment if the making of such payment would result in the
occurrence of a Default or Event of Default and (v) agrees that a Default or
Event of Default under the Credit Agreement will not result in a default or an
event of default in respect of the Trust II Debentures and acceleration of the
Outstanding Obligations under the Credit Agreement will not result in an
acceleration of the obligations under the Trust II Debentures.

     This consent, waiver and amendment is limited to the specific matters set
forth herein and, except as provided herein, does not in any way amend or alter
the Credit Agreement or the provisions thereof, which remain in full force and
effect. This consent, waiver and amendment shall not come into effect until the
Agent shall have received (i) all material documentation as determined by the
Agent in its sole discretion relating to the Trust II Preferred Securities
issuance, including, without limitation, all materials filed with any securities
commission, and the Agent and the Lenders shall be satisfied with the terms and
conditions thereof; and (ii) an acknowledgment/intercreditor agreement in form
and substance acceptable to the Agent to provide, among other things, for
subordination of the Trust II Debentures to the payment in full of the
Outstanding Obligations.

     Each Borrower hereby ratifies and confirms its liabilities, obligations and
agreements under the Credit Agreement and acknowledges and agrees that (a) it
has no defenses, claims or set-offs to the enforcement by the Lenders of such
liabilities, obligations and agreements, (b) each Lender has fully performed all
obligations to each Borrower thereunder which such Lender may have had or has on
and as of the date hereof, and (c) other than as specifically set forth herein,
each Lender (i) expressly reserves and preserves all of its rights and remedies
under the Credit Agreement and (ii) does not waive, diminish or limit any term
or condition contained in the Credit Agreement. The execution and delivery of
this consent, waiver and amendment by the Lenders shall not be deemed to
establish or create a custom or course of dealing among the Lenders and the
Borrowers.

<PAGE>

     Please acknowledge your approval of this consent, waiver and amendment by
countersigning below.

                                       Very truly yours,

                                       KINGSWAY FINANCIAL SERVICES INC.


                                       By: /s/ William G. Star
                                           -------------------------------------
                                           William G. Star
                                           President & Chief Executive Officer


                                       By: /s/ W. Shaun Jackson
                                           -------------------------------------
                                           W. Shaun Jackson
                                           Executive Vice President & Chief
                                           Financial Officer

<PAGE>

                                       KINGSWAY U.S. FINANCE PARTNERSHIP
                                       by its Managers
                                           James R. Zuhlke, President & CEO,
                                           KINGSWAY AMERICA INC.


                                       By: /s/ James R. Zuhlke
                                           -------------------------------------
                                           James R. Zuhlke
                                           Manager


                                           KINGSWAY AMERICA INC.


                                       By: /s/ James R. Zuhlke
                                           -------------------------------------

<PAGE>

      Accepted and Agreed this
      4 day of December, 2002


      CANADIAN IMPERIAL BANK OF COMMERCE


By:   /s/ Ralph Sehgal
      ----------------------------------
      Name: Ralph Sehgal
      Title: Executive Director


By:   /s/ Patti Perras Shugart
      ----------------------------------
      Name: Patti Perras Shugart
      Title: Managing Director

      THE BANK OF NOVA SCOTIA


By:   /s/ William E. Zarrett
      ----------------------------------
      Name: William E. Zarrett
      Title: Managing Director

      LASALLE BANK NATIONAL ASSOCIATION


By:   /s/ Brad Kronland
      ----------------------------------
      Brad Kronland
      Assistant Vice President

      FIRST UNION NATIONAL BANK

By:
      __________________________________
      Name:
      Title:

<PAGE>

      Accepted and Agreed this
      4 day of December, 2002


      LASALLE BANK NATIONAL ASSOCIATION,
      AS ADMINISTRATIVE AGENT


By:   /s/ Brad Kronland
      ----------------------------------
      Brad Kronland
      Assistant Vice President

      CANADIAN IMPERIAL BANK OF COMMERCE,
      AS DOCUMENTATION AGENT


By:   /s/ Ralph Sehgal
      ----------------------------------
      Name: Ralph Sehgal
      Title: Executive Director


By:   /s/ Warren Lobo
      ----------------------------------
      Name: Warren Lobo
      Title: Director

      CANADIAN IMPERIAL BANK OF COMMERCE
      NEW YORK AGENCY


By:   /s/ Ray Smith
      ----------------------------------
      Name: Ray Smith
      Title: Managing Director
             CIBC World Markets, As Agent

<PAGE>

      THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 1, 2003, is
among:

                        KINGSWAY FINANCIAL SERVICES INC.
                      AND KINGSWAY U.S. FINANCE PARTNERSHIP

                                  As Borrowers

                                       AND

                       The Lenders named herein as Lenders

                                       AND

                       LASALLE BANK NATIONAL ASSOCIATION,
                As Administrative Agent and Co-Syndications Agent

                                       AND

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                As Co-Syndications Agent and Documentation Agent

           WHEREAS:

      1.   Pursuant to a Credit Agreement made as of the 23rd day of February,
1999 among the parties hereto, as subsequently amended (the "Credit Agreement"),
the Lenders and the Agents established certain credit facilities in favour of
the Borrowers;

      2.   The Agents, the Lenders and the Borrowers have agreed to amend
certain terms and conditions of the Credit Agreement, in the manner hereinafter
set forth;

           FOR VALUABLE CONSIDERATION, the parties agree as follows:

                                    ARTICLE I

                           AMENDMENT TO INTERPRETATION

1.01  Additional Permitted Indebtedness. Section 1.01(84) of the Credit
Agreement is hereby amended by deleting the period found at the end of
sub-section 1.01(84)(xiv) and replacing such period with a semi-colon, by adding
the word "and" immediately following the semi-colon and by adding the following
as sub-section 1.01(84)(xv):

      "(xv) Indebtedness in connection with the issuance of preferred securities
      by a statutory trust to a pooling vehicle sponsored by *                ,
      and in connection with the issuance of preferred securities by a statutory
      trust to a pooling vehicle sponsored by *                   (together,
      such

--------------------
      *  An asterisk represents certain material which has been omitted
pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission. Such omitted material will be filed separately with the
SEC.

<PAGE>

         Indebtedness are herein referred to as the "Second Round Trust Pool
         Securities") provided that (i) there shall be no redemption of the
         Second Round Trust Pool Securities into cash without the prior written
         consent of the Majority of the Lenders; (ii) a Default under the Credit
         Agreement is not a default or event of default in respect of such
         Indebtedness and acceleration of the Outstanding Obligations does not
         result in an acceleration of the obligations under the debentures
         issued in connection with the Second Round Trust Pool Securities (the
         "Second Round Trust Pool Debentures"); (iii) no cash dividends may be
         paid on the Second Round Trust Pool Securities or preference shares
         redeemed so long as a Default or Event of Default under the Credit
         Agreement has occurred and is continuing; and (iv) the terms and
         conditions of the Second Round Trust Pool Securities are otherwise
         satisfactory to the Majority of the Lenders, provided that the
         aggregate Indebtedness pursuant to the Second Round Trust Pool
         Debentures does not exceed US $30,000,000."

1.02     Amendment to Total Capitalization. Sub-section 1.01(103) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

         "Total Capitalization" means without duplication the aggregate of (i)
         Funded Debt, (ii) the proceeds of the offering of the Trust I Preferred
         Securities, the Trust II Preferred Securities and the Second Round
         Trust Pool Securities, plus (iii) shareholders equity, all of which
         shall be calculated on a Consolidated basis in accordance with GAAP."


                                   ARTICLE II

                             AMENDMENT TO COVENANTS

2.01  Amendment to Funded Debt to Total Capitalization Covenant. Sub-section
8.02(1) of the Credit Agreement is hereby amended by deleting the period at the
end of the sub-section, replacing it with a semi-colon and inserting the
following language immediately thereafter:

      "provided that for the purposes of this covenant only the Second Round
      Trust Pool Debentures shall not be included in the calculation of Funded
      Debt but shall be included in the calculation of Total Capitalization."

2.02  Amendment to Capital Surplus Ratio Covenant. Sub-section 8.02(2) of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:

      "Capital Surplus Ratio. Kingsway shall maintain at all times a Capital
      Surplus Ratio on a Consolidated basis calculated quarterly on the last day
      of each fiscal quarter of Kingsway on a rolling four-quarter basis as
      follows:

<PAGE>

         (i)      from the Closing Date to and including June 30, 2002 of not
         greater than 2.75:1.00;

         (ii)     from July 1, 2002 to and including December 31, 2002 of not
         greater than 3.50:1.00;

         (iii)    from January 1, 2003 to and including March 31, 2003 of not
         greater than 3.25:1.00; and

         (iv)     thereafter of not greater than 2.75:1.00."

2.03     Amendment to Minimum Tangible Net Worth Covenant. Sub-section 8.02(3)
of the Credit Agreement is hereby amended by adding the following sentence at
the end of the sub-section:

         "For greater certainty, the proceeds of the Second Round Trust Pool
         Securities issuances shall not be included in the calculation of
         Minimum Tangible Net Worth."

2.04     Amendment to No Guarantees Covenant. Sub-section 8.03(5) of the Credit
Agreement is hereby amended by deleting subparagraph (vii) in its entirety and
by inserting the following immediately after sub-section 8.03(5)(vi):

         "(vii)   the Guarantees issued by Kingsway and the Guarantor in
         connection with the Second Round Trust Pool Securities issuances; and

         (viii)   as otherwise permitted hereunder."

2.05     Amendment to Material Contracts Covenant. Sub-section 8.03(7) is hereby
amended by deleting the period at the end of the sub-section and inserting the
following text at the end of that sub-section:

         "or (e) any material documents relating to the Second Round Trust Pool
Securities issuances."

2.06     Amendment to Restricted Payments Covenant. Sub-section 8.03(14) of the
Credit Agreement is hereby amended by deleting subclause (b) in its entirety and
replacing it with the following:

         "(b)     The Borrowers will not, and will not permit or cause the
         Guarantor or any of the Subsidiaries to:

                  (i)  make (or give any notice in respect of) any voluntary or
                  optional payment or prepayment of principal on any
                  Subordinated Debt, or directly or indirectly make any
                  redemption (including pursuant to any change of control
                  provision), retirement, defeasance or other acquisition for
                  value of any Subordinated Debt, or make any deposit or
                  otherwise set aside funds for any of the foregoing purposes;
                  or

<PAGE>

          (ii) make any payment of principal or interest in respect of the
          Second Round Trust Pool Debentures following the occurrence of an
          Event of Default which is continuing or make any such payment if the
          making of such payment would result in the occurrence of a Default or
          Event of Default."

                                  ARTICLE III

                     CONDITIONS PRECEDENT TO THIS AGREEMENT

3.01 Conditions Precedent.

     (a) Subject to the prior satisfaction of the conditions in sub-clause (c)
     of this Section 3.01, the amendment set forth in Section 2.02 of this Sixth
     Credit Amending Agreement shall become effective as of January 1, 2003.

     (b) Subject to the prior satisfaction of the conditions in sub-clause (c)
     of this Section 3.01, the amendments set forth in Sections 1.01, 1.02,
     2.01, 2.03, 2.04, 2.05 and 2.06 of this Sixth Credit Amending Agreement
     shall not come into effect and the Credit Agreement shall not be amended to
     reflect the Amendments contemplated therein until the Agent shall have
     received (i) all material documentation as determined by the Agent in its
     sole discretion relating to the Second Round Trust Pool Securities
     issuances, including, without limitation, all materials filed with any
     securities commission, and the Agent and the Majority of the Lenders shall
     be satisfied with the terms and conditions thereof; and (ii) an
     intercreditor agreement with the holders of the Second Round Trust Pool
     Debentures or such other evidence of subordination as may be satisfactory
     to the Agent and the Majority of the Lenders in respect of the obligations
     of the Borrowers or their Subsidiaries to the holders of the Second Round
     Trust Pool Debentures, to acknowledge, among other things, for
     subordination of the obligations of the Borrowers or the Guarantor in
     connection with the Second Round Trust Pool Debentures to the payment in
     full of the Outstanding Obligations.

     (c) The amendments set forth in this Sixth Credit Amending Agreement shall
     not become effective until (i) the execution and delivery of this Sixth
     Credit Amending Agreement by the Borrowers and the Majority of the Lenders
     and (ii) the receipt by each Lender executing this Sixth Credit Amending
     Agreement of an amendment fee in an amount equal to 20 basis points of each
     such Lender's respective commitment.

                                   ARTICLE IV

                                  MISCELLANEOUS

4.01 Nature of Amendments and Defined Terms. It is acknowledged and agreed that
the terms of this Sixth Credit Amending Agreement are in addition to and, unless
specifically provided for, shall not

<PAGE>

limit, restrict, modify, amend or release any of the understandings, agreements
or covenants as set out in the Credit Agreement. The Credit Agreement shall
henceforth be read and construed in conjunction with this Sixth Credit Amending
Agreement and the Credit Agreement together with all of the powers, provisions,
conditions, covenants and agreements contained or implied in the Credit
Agreement shall be and shall continue to be in full force and effect. References
to the "Credit Agreement" or the "Agreement" in the Credit Agreement or in any
other document delivered in connection with, or pursuant to, the Credit
Agreement, shall mean the Credit Agreement, as amended hereby. Capitalized terms
utilized in this agreement but not defined in this Agreement shall have the
meanings ascribed to such terms in the Credit Agreement.

4.02 Assignment. This Sixth Credit Amending Agreement shall enure to the benefit
of and be binding upon the parties hereto and their respective successors and
assigns but shall not be assignable by the Borrowers or either of them without
the prior written consent of the Agents and Lenders.

4.03 Severability. Any provision of this Sixth Credit Amending Agreement which
is prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

4.04 Governing Law. This Sixth Credit Amending Agreement shall be governed by
and construed in accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein and shall be treated in all respects as an
Ontario contract and the parties hereby submit and attorn to the non-exclusive
jurisdiction of the courts of the Province of Ontario.

4.05 Further Assurances. The Borrowers shall from time to time and at all times
hereafter, upon every reasonable request from the Agents or the Lenders, make,
do, execute and deliver or cause to be made, done, executed and delivered, all
such further acts, deeds and assurances and things as may be necessary in the
opinion of the Agents for more effectually implementing and carrying out the
true intent and meaning of this Sixth Credit Amending Agreement.

4.06 Counterparts. This Sixth Credit Amending Agreement may be executed in any
number of counterparts, each of which shall constitute an original and all of
which, taken together, shall constitute one and the same agreement.

<PAGE>

     IN WITNESS WHEREOF the parties hereto have executed this Sixth Amendment to
Credit Agreement.

                                        KINGSWAY FINANCIAL SERVICES INC.


                                        By:  /s/ William G. Star
                                             -----------------------------------
                                             William G. Star
                                             President & Chief Executive Officer


                                        By:  /s/ W. Shaun Jackson
                                             -----------------------------------
                                             W. Shaun Jackson
                                             Executive Vice President & Chief
                                             Financial Officer

                                        KINGSWAY U.S. FINANCE PARTNERSHIP
                                        by its Partners
                                             KINGSWAY FINANCIAL SERVICES INC.


                                        By:  /s/ W. Shaun Jackson
                                             -------------------------------
                                             Name:  W. Shaun Jackson
                                             Title: Executive Vice President


                                        METRO CLAIM SERVICES INC.


                                        By:  /s/ W. Shaun Jackson
                                             -------------------------------
                                             Name:  W. Shaun Jackson
                                             Title: Secretary


<PAGE>

                                        CANADIAN IMPERIAL BANK OF COMMERCE


                                        By:  /s/ Ralph Sehgal
                                             -----------------------------------
                                             Name: Ralph Sehgal
                                             Title: Executive Director


                                        By:  /s/ Patti Perras Shugart
                                             -----------------------------------
                                             Name: Patti Perras Shugart
                                             Title: Managing Director


                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By:  /s/ Brad Kronland
                                             -----------------------------------
                                             Brad Kronland
                                             Assistant Vice President


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AS ADMINISTRATIVE AGENT


                                        By:  /s/ Brad Kronland
                                             -----------------------------------
                                             Brad Kronland
                                             Assistant Vice President


                                        CANADIAN IMPERIAL BANK OF COMMERCE,
                                        AS DOCUMENTATION AGENT


                                        By:  /s/ Warren Lobo
                                             -----------------------------------
                                             Name: Warren Lobo
                                             Title: Director


                                        By:  /s/ Ralph Sehgal
                                             -----------------------------------
                                             Name: Ralph Sehgal
                                             Title: Executive Director


                                        CANADIAN IMPERIAL BANK OF COMMERCE
                                        NEW YORK AGENCY


                                        By:  /s/ Geraldine Kerr
                                             -----------------------------------
                                             Name: Geraldine Kerr
                                             Title: Executive Director
                                                    CIBC World Markets, As Agent

<PAGE>

                                        THE BANK OF NOVA SCOTIA


                                        By:  /s/ William E. Zarrett
                                             -----------------------------------
                                            Name: William E. Zarrett
                                            Title: Managing Director


                                        FIRST UNION NATIONAL BANK


                                        By:  ___________________________________
                                             Name:
                                             Title: