Exhibit 10.1


FIRST AMENDMENT TO LOAN AGREEMENT


DATED JANUARY 14, 2004


 


 


This First Amendment to Loan Agreement (the “First Amendment”) is made
as of this 29th day of March 2005 by and between 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 (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 extend the Loan Arrangement and 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 First
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
definition of “Current Liabilities” found in alphabetical order after Section
10 (l) of the Agreement is hereby amended by adding the following phrase at the
end of the definition:


 


                                                “and excluding any
convertible subordinated debt for which the Borrower has not been notified of
the intention to convert.”


 


2.             Section
14(a) of the Agreement is hereby amended by replacing the date “January 14,
2006” with the date “April 30, 2007”.


 


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


 


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4.             This
First 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 First 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.


 


5.             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.


 


6.             This
First 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.


 


	
   

  	
  CHARLES RIVER
  ASSOCIATES 

  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Phillip Cooper

  
	
   

  	
   

  	
  J. Phillip Cooper

  
	
   

  	
   

  	
  Executive Vice
  President, Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF MASSACHUSETTS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael
  McAuliffe

  
	
   

  	
   

  	
  Michael McAuliffe

  
	
   

  	
   

  	
  Senior Vice President

  



 


 


 


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