Alithya (ALYAF) pushes loan maturity to 2029, raises liquidity limits
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Alithya Group Inc. is amending its Second Amended and Restated Credit Agreement to extend and loosen several debt terms. The maturity date of its main credit facility is pushed from April 1, 2027 to April 1, 2029, giving the company a longer repayment horizon.
The amendment raises the Swingline borrowing limit to C$15,000,000 and increases the amount of cash that can be netted against Total Debt and Senior Debt to C$20,000,000 when calculating leverage ratios. It also increases the cap on financial assistance to related parties to C$3,000,000 and allows share repurchases under a Normal Course Issuer Bid within leverage thresholds.
Alithya will pay an extension fee, calculated as a redacted percentage of the Total Commitment, fully earned and payable at signing. In connection with the previously approved sale of several Datum entities to Medivra Holdings LLC, Datum Consulting Group, LLC is released as a guarantor and related security is discharged, while existing security for other obligations is confirmed.
Positive
- None.
Negative
- None.
Insights
Alithya gains time and flexibility under its bank facility.
The amendment extends the credit facility maturity to April 1, 2029 and confirms all existing security, which stabilizes funding by avoiding a nearer-term refinancing event. Lenders receive an extension fee based on the Total Commitment as compensation.
Key covenant mechanics also shift. Cash netting in Senior Debt and Total Debt definitions increases to C$20,000,000, and the Swingline Limit rises to C$15,000,000, modestly enhancing short-term liquidity capacity. The financial assistance cap moves to C$3,000,000, and distributions, including NCIB repurchases, are permitted within leverage ratio thresholds.
The release of Datum Consulting Group, LLC as guarantor follows an agreed asset sale, while other guarantees and liens remain. Overall, the filing outlines a negotiated balance between lender protections and Alithya’s desire for longer tenor and operational flexibility, without disclosing changes to pricing or total commitments.
Key Figures
Credit facility maturity: April 1, 2029
Swingline Limit: C$15,000,000
Cash netting cap: C$20,000,000
+5 more
8 metrics
Credit facility maturity
April 1, 2029
Revised Maturity Date in Section 1.1.120
Swingline Limit
C$15,000,000
Increased from five million Canadian Dollars
Cash netting cap
C$20,000,000
Maximum cash deducted in Senior Debt and Total Debt
Financial assistance cap
C$3,000,000
Aggregate limit on certain financial assistance
Senior Debt to Adjusted EBITDA max
3.75:1.00
Covenant ratio, or 4.25:1.00 after certain acquisitions
Total Debt to Adjusted EBITDA max
4.75:1.00
Covenant ratio, or 5.25:1.00 after certain acquisitions
Fixed Charge Coverage Ratio min
1.25:1.00
Required minimum coverage ratio
Asset disposition basket
C$2,500,000
Combined aggregate amount of asset dispositions per certificate
Key Terms
Second Amended and Restated Credit Agreement, Senior Debt, Swingline Limit, Normal Course Issuer Bid Program (NCIB), +2 more
6 terms
Second Amended and Restated Credit Agreement financial
"pursuant to the Second Amended and Restated Credit Agreement dated as of December 22, 2023"
A second amended and restated credit agreement is a company’s loan contract that has been changed twice and rewritten into a single, updated document so all the terms are clear in one place. Investors care because it alters the company’s debt rules — such as interest rates, repayment schedule, and covenants — which affects cash flow, default risk, and the ability to invest or pay dividends; think of it like refinancing and reorganizing a mortgage that changes monthly payments and rules.
Senior Debt financial
"“Senior Debt” – means, at any time, with respect to the Borrower on a consolidated basis"
Senior debt is borrowing that has first claim on a company's cash and assets if the company can't pay its bills, so lenders holding senior debt are repaid before other creditors and equity holders. Think of it as being first in line at a checkout; that priority makes senior debt lower risk and typically carries lower interest, and its size and terms matter to investors because they affect the safety of creditors and the potential upside or vulnerability of shareholders.
Swingline Limit financial
"“Swingline Limit” – means the sum of five fifteen million Canadian Dollars (C$15,000,000)"
Normal Course Issuer Bid Program (NCIB) financial
"payment of Distributions under the Normal Course Issuer Bid Program (NCIB) up to a maximum amount"
Fixed Charge Coverage Ratio financial
"Fixed Charge Coverage Ratio I hereby certify to the Lenders and the Agent that the Borrower is in compliance"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
Permitted Acquisition Debt Obligations financial
"less amounts owing in respect of Permitted Acquisition Debt Obligations and less any cash and cash equivalents"
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: June 2026
Commission File Number: 001-38705
ALITHYA GROUP INC.
(Translation of Registrant’s name into English)
700 Boulevard René-Lévesque West, Suite 400
Montréal, Québec, Canada H3B 1X8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALITHYA GROUP INC. | ||
| /s/ David Torralbo | ||
| Name: David Torralbo | ||
| Title: Chief Legal Officer and Corporate Secretary | ||
| Date: June 11, 2026 | ||
EXHIBIT INDEX
99.1 | Amending Agreement #2 to the Second Amended and Restated Credit Agreement dated March 31, 2026. | ||||
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION IS DENOTED BY AS FOLLOWS: “[REDACTED]” AMENDING AGREEMENT NO. 2 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDING AGREEMENT (the “Agreement”) is dated as of March 31, 2026 AMONG: ALITHYA GROUP INC. as Borrower AND: EACH OF THE GUARANTORS IDENTIFIED HEREIN as Guarantors AND: EACH OF THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT as Lenders AND: THE BANK OF NOVA SCOTIA as Administrative Agent PRELIMINARY STATEMENT: WHEREAS pursuant to the Second Amended and Restated Credit Agreement dated as of December 22, 2023 among Alithya Group Inc., as Borrower, each of the guarantors identified therein, as Guarantors, each of the financial institutions from time to time parties thereto, as Lenders, and The Bank of Nova Scotia, as Administrative Agent, as amended by an amending agreement no. 1 dated February 12, 2025 and a request for consent dated February 11, 2026 (the (as such agreement may be further amended, supplemented, replaced, restated or otherwise modified from time to time, the “Second Amended and Restated Credit Agreement”), the Lenders agreed to provide to the Borrower the Credit Facility; WHEREAS the Borrower has informed the Lenders that the sale of each of Datum Consulting Group, LLC, Datum Consulting Group Australia Pty Limited, Datum Consulting Group S.R.L., Datum Solutions DOO (Serbia), DCG Spain, S.L.U., DCG UK Limited, Datum Cybertech India Pvt Ltd., Datum Solutions DOO (Montenegro) and 9467-8778 Québec Inc. to Medivra Holdings LLC detailed in the request for consent dated February 11, 2026 approved by the Lenders (the “Transaction”) will be effective on or about the Effective Date (as defined below); WHEREAS the Lenders and the Borrower wish to amend the Second Amended and Restated Credit Agreement; NOW THEREFORE in consideration of the mutual covenants herein set forth, it is agreed as follows:
- 2 - ARTICLE 1 INTERPRETATION 1.1 Defined Terms. All capitalized terms herein, unless otherwise expressly defined herein, shall have the meanings ascribed to them in the Second Amended and Restated Credit Agreement as amended pursuant to Article 2 of this Agreement. 1.2 Amending Agreement. The Second Amended and Restated Credit Agreement and all documents or agreements incidental or related thereto shall henceforth be read and construed in conjunction with this Agreement; and the Second Amended and Restated Credit Agreement and this Agreement shall henceforth have effect as far as practicable as though the provisions thereof were contained in one document. 1.3 Headings. The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 1.4 References. All references to Articles, Sections, Exhibits and Schedules, unless otherwise specified, are to Articles, Sections, Exhibits and Schedules of the Second Amended and Restated Credit Agreement. 1.5 Confirmation. All the terms, conditions and provisions of the Second Amended and Restated Credit Agreement not otherwise amended by this Agreement shall remain unchanged and have full force and effect. ARTICLE 2 AMENDMENTS TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT1 2.1 Section 1.1.120 is hereby deleted and replaced with the following: “1.1.120 “Maturity Date” – means April 1st, 2027 2029, or such other date thereafter as may be agreed pursuant to an extension under Section 5.1, or such earlier date on which the Credit Facility is terminated pursuant to Section 13.2.” 2.2 Section 1.1.125 is hereby deleted and replaced with the following: “1.1.125 “Non-Guarantor Subsidiaries” – means collectively (i) Alithya Consulting USA Inc., Alithya France SAS, SWI Systems, LLC, Alithya Travercent LLC, Alithya IT Services Inc., Alithya Numérique Maroc SARLAU, 9466-6997 Québec Inc., Datum Consulting Group Australia Pty Limited, Datum Consulting Grup S.R.L., Datum Solutions DOO (Serbia), DCG Spain, S.L.U., DCG UK Limited, Datum Cybertech India Pvt Ltd., Datum Solutions DOO (Montenegro), 9467-8778 Québec Inc., XRM Vision Group Inc., XRM Vision Group Inc., XRM Vision Inc., XRM Vision World Inc., eVerge Interests, Inc., eVerge Group, LLC, eVerge 1 Additions shown in underlined/bold and removals shown in strikethrough.
- 3 - Software and Technology Services Private Limited and XRM Vision Maroc SARLAU and (ii) any future Subsidiary of the Borrower specifically designated by the Borrower as a Non-Guarantor Subsidiary provided that the Borrower remains at all times in compliance with the covenant set forth in Section 11.1.12.” 2.3 Section 1.1.163 is hereby deleted and replaced with the following: “1.1.163 “Senior Debt” – means, at any time, with respect to the Borrower on a consolidated basis, its Total Debt less any Subordinated Debt, less amounts owing in respect of Permitted Acquisition Debt Obligations and less any cash and cash equivalents not exceeding the sum of C$15,000,000 C$20,000,000 and held in any Current Account or in any other deposit account maintained by the Borrower in respect of which the account bank has executed an account control agreement in favor of the Agent in form and substance acceptable to the Agent. Notwithstanding the above, any balance of sale and earn outs and the IQ Subordinated Debt shall be included in the Senior Debt starting on the first day of the sixth month preceding (x) such balance of sale or earn-out becoming due and payable and (y) the maturity of such IQ Subordinated Debt.” 2.4 Section 1.1.176 is hereby deleted and replaced with the following: “1.1.176 “Swingline Limit” – means the sum of five fifteen million Canadian Dollars (C$15,000,000) or the Equivalent Amount in USDollars.” 2.5 Section 1.1.189 is hereby deleted and replaced with the following: “1.1.189 “Total Debt” – means, at any time, with respect to the Borrower on a consolidated basis, the sum of all its Debt (including, for greater certainty, (i) amounts owing and outstanding under any IQ Loan Facility, (ii) Subordinated Debt, and (iii) amounts owing in respect of Permitted Acquisition Debt Obligations) and less any cash and cash equivalents not exceeding the sum of C$15,000,000 C$20,000,000 held in any Current Account or in any other deposit account maintained by the Borrower in respect of which the account bank has executed an account control agreement in favor of the Agent in form and substance acceptable to the Agent.” 2.6 Section 11.3.8 is hereby deleted and replaced with the following: “11.3.8 Limitations on Financial Assistance: provide financial assistance in an aggregate amount exceeding C$1,000,000 C$3,000,000 at any given time during the term of the Credit Facility including by way of advances, loans or guarantees, to any shareholders or directors or any other Person other than (i) to or for the benefit of another Obligor and (ii) to secure performance, warranty and indemnity obligations of any other Obligor or
- 4 - their respective Subsidiaries under or in connection with a contract with any customer of such Obligor or Subsidiary;” 2.7 Section 11.3.17 is hereby deleted and replaced with the following: “11.3.17 Distributions to Shareholders: declare, make or pay or set aside for payment any dividends upon any of its Capital Stock, or purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares in its Capital Stock, or make any other Distribution among the holders of its Capital Stock, other than: (i) payment of Distributions by an Obligor to another Obligor, or (ii) payment of Distributions by the Borrower to its shareholders (other than the Distributions referred to in (iii) below) if the Total Debt to Adjusted EBITDA Ratio is less than 4.00:1 both before and after such Distribution; (iii) payment of Distributions under the Normal Course Issuer Bid Program (NCIB) up to a maximum amount of [Redacted] during any fiscal year if the Senior Debt to Adjusted EBITDA Ratio is less than 3:25:1 both before and after such Distribution; being understood that notwithstanding the above, no Distributions shall be declared, made or paid at any time where any Default or Event of Default shall have occurred and be continuing or shall exist or would result from such Distributions;” 2.8 Schedules 1.1.48, 1.1.88, 1.1.119, 1.1.126, 1.1.128, 1.1.142.14, 2.1.6, 2.1.12, 2.1.14, 2.1.20, 2.1.21, 2.1.22, 2.1.25, 2.1.26 and 2.1.28 of the Second Amended and Restated Credit Agreement are hereby deleted and replaced with the schedules attached to this Agreement. ARTICLE 3 EXTENSION FEE The Borrower acknowledges that the Lenders have earned an extension fee in connection with this Agreement equivalent to [Redacted] of the Total Commitment, namely an amount of [Redacted], payable pro rata between the Lender in accordance with their respective Participations
- 5 - and that such fee is fully earned upon signature of this Agreement, shall not be refundable for any reason whatsoever and shall be paid to the Agent upon signature of this Agreement. ARTICLE 4 REPRESENTATIONS AND WARRANTIES 4.1 The Obligors hereby represent and warrant to the Agent and the Lenders as follows: 4.1.1 the execution, delivery and performance by the Obligors of this Agreement have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable; 4.1.2 this Agreement constitutes a legal, valid and binding obligation of the Obligors, enforceable against each such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; 4.1.3 based on the financial statements of the Borrower for the fiscal quarter ended on December 31, 2025 and delivered to the Agent pursuant to Section 11.4.1.1 of the Second Amended and Restated Credit Agreement, the Adjusted EBITDA and the total Assets of the Obligors hereby represent [Redacted] of (i) the Adjusted EBITDA of the Borrower, and (ii) [Redacted] of the total Assets of the Borrower, each on a consolidated basis pro forma giving effect to this Agreement and the Transaction; 4.1.4 the representations and warranties of the Obligors set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except that where such representations and warranties are qualified by reference to a date, they shall be true and correct in all material respects as at such date); and 4.1.5 at the time of this Agreement, no Default or Event of Default has occurred or is continuing, and no Default or Event of Default will arise as a result of this Agreement becoming effective. ARTICLE 5 EFFECTIVENESS AND CONDITIONS PRECEDENT 5.1 Conditions Precedent: this Agreement shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”): 5.1.1 The Agent shall have received this Agreement duly executed by the Obligors, the Lenders and the Agent; 5.1.2 The Agent shall have received (i) updated officers certificate (by way of bring down or otherwise) and resolution for each Obligor and (ii) a favourable opinion of
- 6 - Canadian counsel to the Obligors, addressed to the Agent, the Lenders and Lenders’ Counsel in respect of the Borrower and this Agreement and the transaction contemplated thereby; and 5.1.3 All fees and expenses owing by the Borrower to the Agent and the Lenders on the date this Agreement is intended to come into force, including without limitation, the extension fee mentioned herein and the reasonable and documented legal fees of the legal counsel of the Agent, have been paid in full. ARTICLE 6 GENERAL PROVISIONS 6.1 Novation. It is expressly understood and agreed between the parties hereto that this Agreement does not constitute a novation of the terms and conditions of the Credit Facility, the Second Amended and Restated Credit Agreement or the other Loan Documents, the Lenders hereby reserving all of their rights and recourses under the Credit Facility, the Second Amended and Restated Credit Agreement and the other Loan Documents. Nothing set forth in this Agreement shall, except as specifically set forth herein, be construed as altering the obligations of the Obligors under the Credit Facility, the Second Amended and Restated Credit Agreement and the other Loan Documents. Nothing herein shall in any way release the Obligors from their obligations to the Lenders under the Credit Facility, the Second Amended and Restated Credit Agreement and the other Loan Documents. 6.2 Confirmation of Existing Security Documents. Each Obligor hereby acknowledges and agrees that the "Obligations" (as defined under the Credit Agreement), together with any and all additional obligations incurred hereunder or under any of the Loan Documents, shall continue to be secured by all of the pledges, grants of security interests and hypothecs and other Liens provided in connection with the Credit Agreement, except as specifically provided herein (and, from and after the date hereof, shall be secured by all of the guarantees, pledges, grants of security interests and hypothecs and other Liens provided in connection with the Second Amended and Restated Credit Agreement, as amended by this Agreement), all as more specifically set forth in the Security Documents. Each Obligor further agrees that all references to the "Credit Agreement" in any Loan Documents, including the Security Documents, shall be deemed to refer to the Second Amended and Restated Credit Agreement as amended by this Agreement. Each Obligor further confirms that, after giving effect to this Agreement, each Loan Document, including the Security Documents, to which such Obligor is a party continues in full force and effect and is the legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. 6.3 Release of Datum Consulting Group, LLC as a Guarantor. As of the Effective Date, (i) the designation of Datum Consulting Group, LLC as Guarantor under the Second Amended and Restated Credit Agreement shall be revoked, and (ii) all security and guarantees granted by Datum Consulting Group, LLC and all security granted by Alithya
- 7 - USA, Inc. over the present and future Capital Stock of Datum Consulting Group, LLC, in each case, pursuant to the Security Documents, shall be released and discharged. The Agent shall be authorized to act alone to release such security and guarantees and to execute and deliver all discharges and other documents required in order to give effect to such release. 6.4 Execution in 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 taken together shall constitute but one and the same agreement. 6.5 Language. The parties hereby confirm their express wish that this Agreement and all the documents and agreements directly or indirectly related thereto be drawn up in English. Les parties reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents et conventions qui s'y rattachent directement ou indirectement soient rédigés en langue anglaise. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives thereunto duly authorized as of the date first above written. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES AND SCHEDULES FOLLOW.]
- S1 - Signature Page Amending Agreement #2 to SARCA Alithya Group Inc. Borrower: ALITHYA GROUP INC. By: (s) Authorized Signing Officer_____ Name: Title:
- S2 - Signature Page Amending Agreement #2 to SARCA Alithya Group Inc. Guarantors: ALITHYA USA, INC. By: (s) Authorized Signing Officer_____ Name: Title: ALITHYA CANADA INC. By: (s) Authorized Signing Officer_____ Name: Title: ALITHYA FINANCIAL SOLUTIONS, INC. By: (s) Authorized Signing Officer_____ Name: Title: ALITHYA ENTERPRISE SOLUTIONS, LLC By: (s) Authorized Signing Officer_____ Name: Title:
- S3 - Signature Page Amending Agreement #2 to SARCA Alithya Group Inc. ALITHYA USA CONSULTING SERVICES, LLC By: (s) Authorized Signing Officer_____ Name: Title: ALITHYA CONSULTING INC. By: (s) Authorized Signing Officer_____ Name: Title: ALITHYA DIGITAL TECHNOLOGY CORPORATION By: (s) Authorized Signing Officer_____ Name: Title:
Signature Page Amending Agreement #2 to SARCA Alithya Group Inc. . Administrative Agent: THE BANK OF NOVA SCOTIA, as Administrative Agent By: (s) Authorized Signing Officer_____ Name Title: By: (s) Authorized Signing Officer_____ Name Title:
- S5 - Lenders: THE BANK OF NOVA SCOTIA By: (s) Authorized Signing Officer_____ Name Title: By: (s) Authorized Signing Officer_____ Name Title:
- S6 - FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC By: (s) Authorized Signing Officer_____ Name Title: By: (s) Authorized Signing Officer_____ Name Title:
- S7 - BANK OF MONTREAL By: (s) Authorized Signing Officer_____ Name Title: By: (s) Authorized Signing Officer_____ Name Title:
- S8 - THE TORONTO-DOMINION BANK By: (s) Authorized Signing Officer_____ Name Title: By: (s) Authorized Signing Officer_____ Name Title:
Schedule 1.1.48 Compliance Certificate The Bank of Nova Scotia, as Agent Global Wholesale Operations 720 King St. West, 2nd Floor Toronto, ON M5V 2T3 Attention: Senior Manager Email: [Redacted] Dear Senior Manager: I, the undersigned being the duly appointed [chief financial officer/treasurer] of Alithya Group inc. (the “Borrower”), do hereby certify to the Agent and the Lenders, solely in such capacity and without personal liability, that: 1. This certificate is delivered pursuant to the second amended and restated credit agreement dated as of December 22, 2023 among Alithya Group inc., as Borrower, each of the guarantors identified therein, as Guarantors, the financial institutions from time to time parties thereto, as Lenders, and The Bank of Nova Scotia, as Administrative Agent (as amended, supplemented, replaced, restated or otherwise modified, the “Credit Agreement”). Unless otherwise defined herein, all capitalized terms appearing in this certificate (including its Schedule I, II and III) which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement; 2. I am familiar with and have examined the provisions of the Credit Agreement (including, without limitation, the financial covenants and ratios set forth in Article 11.2 thereof and the representations, warranties and other covenants set forth in the Credit Agreement), and I have made all appropriate investigations of the records of the Obligors and have asked all questions to the other executives and officers of the Obligors as I have deemed necessary or useful to allow me to give this certificate knowledgeably; 3. Based on the foregoing, the calculations set forth below (on a consolidated basis) are true and correct and have been made in accordance with the Credit Agreement; 4. The Adjusted EBITDA calculations set forth in Schedule 1.1.1 are hereby attached;
5. The period to which the following calculations and details relate commenced on and ended on (the “Reference Period”): 5.1 Senior Debt to Adjusted EBITDA Ratio I hereby certify to the Lenders and the Agent that the Borrower is in compliance with Section 11.2.1.1of the Credit Agreement. At the end of the Reference Period, the said ratio was _____:1.00, the whole as more fully appears from Schedule I hereto. 5.2 Total Debt to Adjusted EBITDA Ratio I hereby certify to the Lenders and the Agent that the Borrower is in compliance with Section 11.2.1.2 of the Credit Agreement. At the end of the Reference Period, the said ratio was _____:1.00, the whole as more fully appears from Schedule II hereto. 5.3 Fixed Charge Coverage Ratio I hereby certify to the Lenders and the Agent that the Borrower is in compliance with Section 11.2.1.3 of the Credit Agreement. At the end of the Reference Period, the said ratio was :1.00, the whole as more fully appears from Schedule III hereto. 6. During the current fiscal year, the Obligors conducted one or more Asset Disposition for a combined aggregate amount of C$ which does not exceed the sum of C$2,500,000. 7. I hereby certify, to the best of my knowledge, after reasonable enquiry, that the Obligors comply with the covenants in Article 11 of the Credit Agreement as of the date hereof and that all representations and warranties of the Obligors set out in the Credit Agreement and in any other Loan Documents are true and correct as of the date hereof. 8. I hereby certify that I have no knowledge of any Default or Event of Default that has occurred and is continuing. 9. The financial statements of the Borrower for the Reference Period are delivered to the Agent together with this Certificate in accordance with the Credit Agreement. Such financial statements present fairly and in all material respects the financial condition of the Borrower as at the dates of such financial statements and the results of the operations of the Borrower for the periods covered by such financial statements, all in accordance with IFRS consistently applied (subject to normal year end adjustments and lack of footnote disclosure in the case of interim financial statements).
10. I hereby certify that the Adjusted EBITDA and the total Assets of the Non-Guarantor Subsidiaries hereby represent ____ percent (____%) of (i) the Adjusted EBITDA of the Borrower, and (ii) ____ percent (____%) of the total Assets of the Borrower, each on a consolidated basis. I hereby certify that the Adjusted EBITDA and the total Assets of the Obligors hereby represent ____ percent (____%) of (i) the Adjusted EBITDA of the Borrower, and (ii) ____ percent (____%) of the total Assets of the Borrower, each on a consolidated basis. 11. I hereby certify that the information and disclosures provided in all of the schedules to the Credit Agreement, as previously updated or corrected, are true and complete in all respects. Dated this day of , 20 . ALITHYA GROUP INC. Per: Name: Title:
SCHEDULE I SENIOR DEBT TO ADJUSTED EBITDA RATIO 1. Total Debt: C$ (1) 2. Subordinated Debt C$ (2) 3. Amounts owing in respect of Permitted Acquisition Debt Obligations C$ (3) 4. Cash in BNS Current Accounts or in accounts under Deposit Accounts Control Agreements (not exceeding C$15,000,000 C$20,000,000) C$ (4) 5. (1) - (2)- (3) – (4)= Senior Debt C$ (5) 6. Adjusted EBITDA : C$ (6) 7. Ratio of line (5) to (6): :1.00 (7) Line (7) ratio must not exceed 3.75:1.00 [or, if Section 11.2.1 relating to Permitted Acquisitions exceeding $20,000,000 $25,000,000 applies, 4.25:1.00].
SCHEDULE II TOTAL DEBT TO ADJUSTED EBITDA RATIO 1. Total Debt (including, for greater certainty, (i) amounts owing and outstanding under any IQ Loan Facility (C$________), (ii) Subordinated Debt (C$________), and (iii) amounts owing in respect of Permitted Acquisition Debt Obligations (C$__________) : C$ (1) 2. Cash in BNS Current Accounts or in accounts under Deposit Account Control Agreements (not exceeding C$15,000,000 C$20,000,000) C$ (3) 3. (1)+ (2) C$ (3) 4. Adjusted EBITDA : C$ (4) 5. Ratio of line (3) to (4): :1.00 (5) Line (5) ratio must not exceed 4.75:1.00 [or, if Section 11.2.1 relating to Permitted Acquisitions exceeding $25,000,000 applies, 5.25:1.00].
SCHEDULE III FIXED CHARGE COVERAGE RATIO 1. Adjusted EBITDA for the past twelve (12) months: $ (1) 2. Cash income taxes paid during the past twelve (12) months: $ (2) 3. Distributions paid during the past twelve (12) months: $ (3) 4. Unfunded Capital Expenditures for the past twelve (12) months: $ (4) 5. Add lines (2), (3) and (4): $ (5) 6. Subtract line (5) from line (1): $ (6) 7. Principal repayments on Total Debt for past twelve (12) months period plus any principal repayment on Subordinated Debt (other than the IQ Subordinated Debt), but excluding balance of sale and earn-outs, as well as any repayment under the IQ Subordinated Debt, and any draws or repayments under the IQ Loan Facility: $ (7) 8. Interest Expense for past twelve (12) months: $ (8) 9. Add lines (7) and (8) $ (9) 10. Ratio of line (6) to (9): :1.00 (10) Line (10) ratio must not be less than 1.25:1.00.
Schedule 1.1.88 List of Guarantors 1. Alithya Canada Inc. 2. Alithya USA, Inc. 3. Alithya Financial Solutions, Inc. 4. Alithya USA Consulting Services, LLC 5. Alithya Consulting Inc. 6. Alithya Enterprise Solutions, LLC 7. Alithya Digital Technology Corporation
Schedule 1.1.119 Material Contract Nil.
Schedule 1.1.126 Notice of Borrowing TO: The Bank of Nova Scotia, as Agent Global Wholesale Operations 720 King St. West, 2nd Floor Toronto, ON M5V 2T3 Attention: Senior Manager Email: [Redacted] Dear Senior Manager: We refer to the second amended and restated credit agreement dated as of December 22, 2023 (as amended, supplemented, replaced, restated or otherwise modified, the “Credit Agreement”) among Alithya Group inc., as Borrower, each of the guarantors identified therein, as Guarantors, the financial institutions from time to time parties thereto, as Lenders, and The Bank of Nova Scotia, as Administrative Agent, and hereby: 1. give you notice, irrevocably, that the Borrower hereby requests a Borrowing under the Credit Agreement, in the aggregate amount of C$___________________ plus US$__________________ to be made on _________________________, ____, consisting of: (a) C$_______________________ by way of Prime Rate Advance; (b) C$_______________________ by way of Daily Compounded CORRA Advances (c) C$_______________________ by way of Term CORRA Advance and we hereby select an initial Interest Period of ___________________ in respect of each Term CORRA Loan Portion.; (d) US$______________________ by way of US Base Rate Advance; (e) US$_____________________ by way of SOFR Advance and we hereby select an initial Interest Period of ___________________ in respect of each SOFR Loan Portion. 2. confirm that the Lenders are to make the Borrowing available in accordance with Article 3 of the Credit Agreement. 3. confirm that no Default or Event of Default has occurred and is continuing and, without limiting the generality of the foregoing, that all representations and warranties set out in the Credit Agreement and the other Loan Documents are true and correct.
The expressions defined in the Credit Agreement shall have the same meaning when used herein as that assigned to them in the Credit Agreement. Dated: ___________________________, ________. Yours truly, ALITHYA GROUP INC. Per: Name: Title:
Schedule 1.1.128 Notice of Optional Repayment TO: The Bank of Nova Scotia, as Agent Global Wholesale Operations 720 King St. West, 2nd Floor Toronto, ON M5V 2T3 Attention: Senior Manager Email: [Redacted] Dear Senior Manager: We refer to the second amended and restated credit agreement dated as of December 22, 2023 (as amended, supplemented, replaced, restated or otherwise modified, the “Credit Agreement”) among Alithya Group inc., as Borrower, each of the guarantors identified therein, as Guarantors, the financial institutions from time to time parties thereto, as Lenders, and The Bank of Nova Scotia, as Administrative Agent, and hereby give you notice, irrevocably, that the Borrower shall make an optional repayment under the Credit Agreement on , in the aggregate amount of C$ and/or US$ . The expressions defined in the Credit Agreement shall have the same meaning when used herein as that assigned to them in the Credit Agreement. Dated: ___________________________, ____. Yours truly, ALITHYA GROUP INC. Per: Name: Title:
Schedule 1.1.142.14 Additional Permitted Liens • The hypothecs in favour of Banque de Développement du Canada registered at the register of personal and movable real rights (the “RPMRR”) under numbers 16-0685451-0001, 17-0459371-0001, 18-0356804-0001, respectively guaranteeing the obligations under loans 011501-10, 011501-11 and 011501-12. • The hypothec in favour of Investissement Québec registered at the RPMRR under number 16-0428219-0001. • The hypothecs in favour of Banque de Développement du Canada formerly granted by XRM Vision (now known as Alithya Canada Inc.) registered at the RPMRR under number 20-0451790-0001.
Schedule 2.1.6 Litigation Nil.
Schedule 2.1.12 Real and Immovable Property I. Owned Properties [Redacted] II. LEASED PREMISES [Redacted]
Schedule 2.1.14 Intellectual Property [Redacted]
Schedule 2.1.20 Licenses Nil.
Schedule 2.2.21 Withheld Taxes None.
Schedule 2.1.22 Subsidiaries Jurisdiction and Shares A) Alithya Group inc. (i) Jurisdiction of organization: Québec (ii) Shareholders: n/a (iii) Jurisdiction of registered office, chief executive office and location of minute books: Québec (iv) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: Share options, restricted share units, performance share units and deferred share units. (v) Location of places of business and corporeal and tangible Assets: [Redacted] B) Alithya USA, Inc. (i) Jurisdiction of organization: Delaware (ii) Shareholders: [Redacted] (iii) Jurisdiction of registered office: Delaware (iv) Jurisdiction of chief executive office and location of minute books: Québec (v) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (vi) Location of places of business and corporeal and tangible Assets: [Redacted] C) Alithya Canada Inc. (i) Jurisdiction of organization: Québec (ii) Shareholders: [Redacted]
- 2 - (iii) Jurisdiction of registered office, chief executive office and location of minute books: Québec (iv) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (v) Location of places of business and corporeal and tangible Assets: [Redacted] D) Alithya Financial Solutions, Inc. (i) Jurisdiction of organization: Delaware (ii) Shareholders: [Redacted] (iii) Jurisdiction of registered office: Delaware (iv) Jurisdiction of chief executive office and location of minute books: Québec (v) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (vi) Location of places of business and corporeal and tangible Assets: [Redacted] E) Alithya Enterprise Solutions, LLC (i) Jurisdiction of organization: Delaware (ii) Shareholders/Members: [Redacted] (iii) Jurisdiction of registered office: Delaware (iv) Jurisdiction of chief executive office and location of minute books: Québec (v) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (vi) Location of places of business and corporeal and tangible Assets: [Redacted]
- 3 - F) Alithya USA Consulting Services, LLC (i) Jurisdiction of organization: Delaware (ii) Shareholders / Members: [Redacted] (iii) Jurisdiction of registered office: Delaware (iv) Jurisdiction of chief executive office and location of minute books: Québec (v) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (vi) Location of places of business and corporeal and tangible Assets: [Redacted] G) Alithya Consulting Inc. / Alithya Services-Conseils Inc. (i) Jurisdiction of organization: Québec (ii) Shareholders: [Redacted] (iii) Jurisdiction of registered office, chief executive office and location of minute books: Québec (iv) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (v) Location of places of business and corporeal and tangible Assets: [Redacted] H) Alithya Digital Technology Corporation (i) Jurisdiction of organization: Canada (Ontario) (ii) Shareholders: [Redacted] (iii) Jurisdiction of registered office, chief executive office and location of minute books: Ontario
- 4 - (iv) Description of outstanding warrants, subscriptions, securities, instruments or other convertible or exchangeable rights: None. (v) Location of places of business and corporeal and tangible Assets: [Redacted]
- 3 - Schedule 2.1.25 Corporate Chart [Redacted]
Schedule 2.1.26 Banking [Redacted]
Schedule 2.2.28 Labour Matters None.
FAQ
How does the new credit agreement amendment affect Alithya Group Inc. (ALYAF) debt maturity?
The amendment extends Alithya’s credit facility maturity from April 1, 2027 to April 1, 2029. This longer term reduces near-term refinancing pressure and provides management with more time to execute strategy while keeping the existing security and loan structure in place.
What changes were made to Alithya (ALYAF) leverage definitions and cash netting?
Senior Debt and Total Debt now exclude up to C$20,000,000 of qualifying cash and cash equivalents, up from C$15,000,000. This higher cash netting can improve reported leverage ratios, as more on-hand cash is deducted when calculating the company’s debt metrics under the credit agreement.
How did Alithya (ALYAF) modify its Swingline borrowing capacity?
The amendment increases the Swingline Limit to C$15,000,000 from C$5,000,000. A larger Swingline facility provides more room for short-term, revolving borrowings, which can help manage day-to-day liquidity needs without changing the broader term structure of the credit facility.
What are the new limits on financial assistance under Alithya’s amended credit agreement?
Alithya may now provide financial assistance up to C$3,000,000 at any time, increased from C$1,000,000. This cap covers advances, loans, or guarantees to shareholders, directors, or others, with specified exceptions for obligations among Obligors and performance-related security for customer contracts.
What happens to Datum Consulting Group, LLC under Alithya’s amended credit agreement?
As of the Effective Date, Datum Consulting Group, LLC is removed as a guarantor under the credit agreement. All security and guarantees granted by that entity, and related pledges over its capital stock, are released and discharged, reflecting its sale to Medivra Holdings LLC previously approved by the lenders.