Exhibit
10.1


FOURTH AMENDMENT TO LOAN
AGREEMENT

DATED JANUARY 14, 2004


This Fourth Amendment to
Loan Agreement (the “Fourth Amendment”) is made as of this 25th day of July,
2006 by and between CRA International, Inc., formerly known as Charles River
Associates Incorporated (“Borrower”), a Massachusetts corporation with its
principal executive office at the John Hancock Tower, 200 Clarendon Street,
T-33, Boston, Massachusetts 02116-5092 and Citizens Bank of Massachusetts, a
bank with offices at 28 State Street, Boston, Massachusetts (the “Lender”) in
consideration of the mutual covenants contained herein and the benefits to be
derived herefrom.  Unless otherwise
specified, all capitalized terms shall have the same meaning herein as set
forth in the Agreement (as defined below).


W I T N E S S E T
H:


WHEREAS, on
January 14, 2004, the Borrower and the Lender entered into a loan arrangement
(the “Loan Arrangement”) as evidenced by, amongst other documents and
instruments, a certain Loan Agreement dated as of January 14, 2004, as amended
by a First Amendment to Loan Agreement dated as of March 29, 2005, as further
amended by a Second Amendment to Loan Agreement dated as of June 20, 2005 and a
Third Amendment to Loan Agreement dated as of April 17, 2006 (as may be amended
from time to time, the “Agreement”) by and between the Borrower and the Lender
pursuant to which the Lender agreed to provide certain financial accommodations
to or for the benefit of the Borrower; and


WHEREAS, the
Borrower has requested that the Lender amend certain terms and conditions of
the Agreement, and


WHEREAS, the
Lender has agreed to so amend the Agreement provided the Borrower and the
Lender entered into this Fourth Amendment; and


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1.             The Agreement is hereby
supplemented by adding the following at the end of Section 10 (e):


“provided, however, as long as no Event of Default exists or would be caused
by such repurchase, the Borrower may repurchase shares of the Borrower’s
capital stock”


2.             The Borrower hereby acknowledges
and agrees that the Borrower has no claims, offsets, defenses or counterclaims
against the Lender with respect to the Loan Arrangement or otherwise and to the
extent the Borrower may have any such claims the 



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Borrower hereby WAIVES
and RENOUNCES such claims, offsets, defenses and counterclaims.


3.             This Fourth Amendment and all other
documents executed in connection herewith incorporate all discussions and
negotiations between the Borrower and the Lender either expressed or implied,
concerning the matters contained herein and in such other instruments, any
statute, custom or use to the contrary notwithstanding.  No such discussions or negotiations shall
limit, modify or otherwise effect the provisions hereof.  The modification amendment, or waiver of any
provision of this Fourth Amendment, the Agreement or any provision under any
other agreement or document entered into between the Borrower and the Lender
shall not be effective unless executed in writing by the party to be charged
with such modification, amendment or waiver, and if such party be the Lender,
then by a duly authorized officer thereof.


4.             Except as specifically modified
herein, the Agreement shall remain in full force and effect as originally
written, and the Borrower hereby ratifies and confirms all terms and conditions
contained in the Agreement.


5.             This Fourth Amendment shall be
construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts and shall take effect as a sealed instrument.


IN
WITNESS WHEREOF, the parties hereof have set their hands and seals as of the
date first written above.


	
  

  	
  CRA INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne D. Mackie

  
	
   

  	
  Name:

  	
  Wayne D. Mackie

  
	
   

  	
  Title:

  	
  Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael McAuliffe

  
	
   

  	
  Name:

  	
  Michael McAuliffe

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 



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