First Amendment to the Second Amended Credit Agreement dated March 11, 2004



 EXECUTION COPY 
  
 Exhibit 10.2 
  
 THIS FIRST AMENDMENT TO THE SECOND AMENDED CREDIT AGREEMENT made as of the 11th day of March, 2004. 
  
 A M O N G: 
  
 KINGSWAY
FINANCIAL SERVICES INC. 
 AND KINGSWAY U.S. FINANCE PARTNERSHIP 
 As Borrowers 
  
 AND 
  
 KINGSWAY AMERICA INC., 

As a Guarantor 
  
 AND 
  
 The Lenders named herein as Lenders 
  
 AND 
  
 CANADIAN IMPERIAL
BANK OF COMMERCE, 
 As Administrative Agent 
  
 AND 
  
 LASALLE BANK NATIONAL ASSOCIATION, 
 As Syndication Agent 
  
 AND 
  
 THE BANK OF NOVA SCOTIA, 
 As Documentation Agent 
  
 WHEREAS: 
  
 1. Pursuant to a Second Amended Credit Agreement made as of the 5th day of March, 2004 among the parties hereto (the “Credit Agreement”),
the Lenders and the Agents established certain credit facilities in favour of the Borrowers; 
  
 2. The Agents, the Lenders, Kingsway America 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 
  
 AMENDMENTS 
  
 1.01 Amendment to the Definition of Permitted Indebtedness. Section 1.01(92)(l) of the Credit Agreement is hereby deleted in its entirety and replaced with
the following: 
  
 “Indebtedness of Kingsway America
consisting of the issuance (“U.S. Unsecured Note Offering”) of US$125,000,000 of 7.50% unsecured senior notes due February 1, 2014 (“U.S. Unsecured Notes”) pursuant to an Indenture dated as of January 28, 2004 among
Kingsway America, as issuer, the Canadian Borrower, as guarantor, and BNY Midwest Trust Company, as trustee, together with Indebtedness of the Canadian Borrower pursuant to an unsecured Guarantee of the Canadian Borrower in support of such U.S.
Unsecured Notes, provided such Indebtedness of Kingsway America and the Canadian Borrower rank subordinate to or pari passu with, but not senior in any respect to, any of the Outstanding Obligations”. 
  
 ARTICLE II 
  
 CONDITIONS PRECEDENT TO THIS AGREEMENT 
  
 2.01 Conditions Precedent. 
  
 This First Amendment to the Second Amended Credit Agreement shall not come into effect and
the Credit Agreement shall not be amended to reflect the amendments contemplated herein until the Administrative Agent shall have received to its satisfaction: 
  


	 	(i)	 	this Agreement executed by all of the parties hereto; 

  

	 	(ii)	 	such other documentation as the Administrative Agent and the Lenders shall reasonably require to effect the amendments contemplated in this First Amendment to the Second Amended
Credit Agreement. 

  
 ARTICLE III 

 
 MISCELLANEOUS 
  
 3.01 Nature of Amendments and Defined Terms. It is acknowledged
and agreed that the terms of this First Amendment to the Second Amended Credit Agreement are in addition to and, unless specifically provided for, shall not 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 

  

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construed in conjunction with this First Amendment to the Second Amended Credit 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. 
  
 3.02
Assignment. This First Amendment to the Second Amended Credit 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. 
  
 3.03 Severability. Any provision of this First Amendment to the Second Amended Credit 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. 
  
 3.04 Governing Law. This First Amendment to the Second Amended Credit 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. 
  
 3.05 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 First Amendment to the Second Amended Credit Agreement. 

 
 3.06 Counterparts. This First Amendment to the Second Amended
Credit 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. 
  

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 IN WITNESS WHEREOF the parties hereto have executed this First Amendment to the Second Amended Credit Agreement.

  

			
	KINGSWAY FINANCIAL SERVICES INC.
		
	 By:
	 	 /s/ William G. Star

	 	 	

	 	 	 Name: William G. Star

	 	 	 Title: President and CEO

	 	 	 
		
	 By:
	 	 /s/ W. Shaun Jackson

	 	 	

	 	 	 Name: W. Shaun Jackson

	 	 	 Title: Executive Vice President and CFO

	 	 	 
	
	KINGSWAY U.S. FINANCE PARTNERSHIP
	 by its Partners

	 	 	KINGSWAY FINANCIAL SERVICES INC.
		
	 By:
	 	 /s/ William G. Star

	 	 	

	 	 	 Name: William G. Star

	 	 	 Title: President and CEO

	 	 	 
		
	 By:
	 	/s/ W. Shaun Jackson
	 	 	

	 	 	 Name: W. Shaun Jackson

	 	 	 Title: Executive Vice President and CFO

	 	 	 
	METRO CLAIM SERVICES INC.
		
	 By:
	 	/s/ William G. Star
	 	 	

	 	 	 Name: William G. Star

	 	 	 Title: President

	 	 	 
		
	 By:
	 	 /s/ W. Shaun Jackson

	 	 	

	 	 	 Name: W. Shaun Jackson

	 	 	 Title: Secretary

	 	 	 
	
	KINGSWAY AMERICA INC.
		
	 By:
	 	 /s/ Brian K. Williamson

	 	 	

	 	 	 Name: Brian K. Williamson

	 	 	 Title: Vice President and CFO

	 	 	 
		
	 By:
	 	 /s/ Susan Ann King

	 	 	

	 	 	 Name: Susan Ann King

	 	 	 Title: Assistant Secretary

	 	 	 
	
	 CANADIAN IMPERIAL BANK OF
 COMMERCE, AS CANADIAN LENDER

		
	 By:
	 	 /s/ Ralph Sehgal

	 	 	

	 	 	 Name: Ralph Sehgal

	 	 	 Title: Executive Director



  

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	 By:
	 	 /s/ Marc St-Onge

	 	 	

	 	 	 Name: Marc St. Onge

	 	 	 Title: Executive Director

	
	 LASALLE BUSINESS CREDIT, A DIVISION OF ABN AMRO N.V., CANADA BRANCH,
 AS CANADIAN LENDER

		
	 By:
	 	 /s/ Aaron Turner

	 	 	

	 	 	 Name: Aaron Turner

	 	 	 Title: First Vice President

	 	 	 
		
	 By:
	 	 /s/ Keith Hughes

	 	 	

	 	 	 Name: Keith Hughes

	 	 	 Title: Senior Vice President

	 	 	 
	
	 THE BANK OF NOVA SCOTIA,
 AS
CANADIAN LENDER

		
	 By:
	 	 /s/ A.L. Sabada

	 	 	

	 	 	 Name: A.L. Sabada

	 	 	 Title: Director, Financial Institutions Group

	 	 	 
		
	 By:
	 	 /s/ Audrey MacAdam

	 	 	

	 	 	 Name: Audrey MacAdam

	 	 	 Title: Associate

	 	 	 
	
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, AS U.S. LENDER
		
	 By:
	 	 /s/ Geraldine Kerr

	 	 	

	 	 	 Name: Geraldine Kerr

	 	 	 Title:  Executive Director CIBC World Markets Corp. As Agent

	 	 	 
	
	 LASALLE BANK NATIONAL ASSOCIATION,
 AS U.S. LENDER

		
	 By:
	 	 /s/ Bradley J. Kronland

	 	 	

	 	 	 Name: Bradley J. Kronland

	 	 	 Title: Assistant Vice President

	 	 	 
		
	 By:
	 	 /s/ Peter J. Bulandr

	 	 	

	 	 	 Name: Peter J. Bulandr

	 	 	 Title: Senior Vice President



  

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	 THE BANK OF NOVA SCOTIA,
 ATLANTA
AGENCY, AS U.S. LENDER

		
	 By:
	 	 /s/ William E. Zarrett

	 	 	

	 	 	 Name: William E. Zarrett

	 	 	 Title: Managing Director

	 	 	 
	
	CANADIAN IMPERIAL BANK OF COMMERCE, AS ADMINISTRATIVE AGENT
		
	 By:
	 	 /s/ Warren Lobo

	 	 	

	 	 	 Name: Warren Lobo

	 	 	 Title: Director

	 	 	 
		
	 By:
	 	 /s/ Ralph Sehgal

	 	 	

	 	 	 Name: Ralph Sehgal

	 	 	 Title: Executive Director

	 	 	 
	
	 LASALLE BANK NATIONAL ASSOCIATION,
 AS SYNDICATION AGENT

		
	 By:
	 	 /s/ Bradley J. Kronland

	 	 	

	 	 	 Name: Bradley J. Kronland

	 	 	 Title: Assistant Vice President

	 	 	 
		
	 By:
	 	 /s/ Peter J. Bulandr

	 	 	

	 	 	 Name: Peter J. Bulandr

	 	 	 Title: Senior Vice President

	 	 	 
	
	 THE BANK OF NOVA SCOTIA,
 AS
DOCUMENTATION AGENT

		
	 By:
	 	 /s/ A.L. Sabada

	 	 	

	 	 	 Name: A.L. Sabada

	 	 	 Title: Director, Financial Institutions Group

	 	 	 
		
	 By:
	 	 /s/ Audrey MacAdam

	 	 	

	 	 	 Name: Audrey MacAdam

	 	 	 Title: Associate



  

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