REGISTRATION RIGHTS AGREEMENT Dated as of March 15, 2004 among KINGSWAY AMERICA INC., KINGSWAY FINANCIAL SERVICES INC., as Guarantor and KEEFE, BRUYETTE & WOODS, INC. as Initial PurchaserRegistration Rights Agreement • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
This Agreement is made pursuant to the Purchase Agreement, dated March 8, 2004, by and among the Company, the Guarantor and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of US$25,000,000 aggregate principal amount of the Company’s 7.50% Senior Notes due 2014 (the “Notes”). The Notes will be fully and unconditionally guaranteed as to principal, premium, if any, and interest pursuant to the Indenture by the Guarantor (the “Guarantee”). The Notes constitute an additional issuance of the Company’s 7.50% Senior Notes due 2014, US$100,000,000 of which were issued by the Company on January 28, 2004 and are outstanding on the date hereof. In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their respective direct and indirect tr
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...Credit Agreement • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
KINGSWAY AMERICA INC., as Issuer, KINGSWAY FINANCIAL SERVICES INC., as Guarantor, and BNY MIDWEST TRUST COMPANY, as Trustee 7.50% Senior Notes due 2014Indenture • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
INDENTURE dated as of January 28, 2004 among Kingsway America Inc., a Delaware corporation (the “Issuer”), Kingsway Financial Services Inc., an Ontario corporation (the “Guarantor”), and The BNY Midwest Trust Company, an Illinois trust company (the “Trustee”).
CDN $150,000,000 SECOND AMENDED CREDIT AGREEMENT AMONG 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...Credit Agreement • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
KINGSWAY FINANCIAL SERVICES INC., an Ontario corporation (the “Canadian Borrower”), and KINGSWAY U.S. FINANCE PARTNERSHIP, a Delaware partnership (the “U.S. Borrower”),
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Kingsway America Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange $125 million aggregate principal amount of its 7.50% Senior Notes Due 2014 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $125 million aggregate principal amount of its 7.50% Senior Notes Due 2014 (the “Original Notes”), which have not been registered under the Securities Act. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (the “Prospectus”), and a Letter of Transmittal, a copy of which is attached hereto as Annex A (the “Letter of Transmittal”), proposed to be distributed to all record holders of the Original Notes. The Original Notes and the Exchange Notes are collectively referred to herein as the “Notes.”
