Exhibit 10.1


 


SIXTH AMENDMENT TO LOAN AGREEMENT


DATED JANUARY 14,
2004


 


This Sixth Amendment to
Loan Agreement (the “Sixth Amendment”) is made as of this 18th day of August,
2009 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 RBS Citizens, National Association,
successor by merger with Citizens Bank of Massachusetts, a national banking
association 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, amended by a
Second Amendment to Loan Agreement dated as of June 20, 2005 (the “Second
Amendment”), as amended by a Third Amendment to Loan Agreement dated as of April 17,
2006, as further amended by a Fourth Amendment to Loan Agreement dated as of July 25,
2006, as further amended by a Fifth Amendment to Loan Agreement dated as of May 16,
2007 (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 Sixth 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 Credit Limit in Section 1(g) is
hereby deleted and replaced with the following:


 


“Credit
Limit shall mean an amount equal to Sixty Million ($60,000,000.00) Dollars.”


 


2.             Section 1(g) of the Agreement is hereby
amended by deleting the definition of Applicable Margin in its entirety and
replacing it with the following:


 

















 


““Applicable Margin” shall mean at any time (i) 3.50%
per annum if the Total Debt Ratio (as defined in Section 10 hereof) at
such time is greater than or equal to 2.5x as of such time, (ii) 3.00% per
annum if the Total Debt Ratio at such time is greater than or equal to 2.0x but
less than 2.5x as of such time, (iii) 2.50% per annum if the Total Debt
Ratio at such time is greater than or equal to 1.5x but less than 2.0x as of
such time, (iv) 2.25% per annum if the Total Debt Ratio at such time is
greater than or equal to 1.0x but less than 1.5x as of such time, or (iv) 2.00%
per annum if the Total Debt Ratio at such time is less than 1.0x as of such
time.  For purposes of the foregoing, (i) the
Total Debt Ratio at any time shall be the Total Debt Ratio as reported in the
Compliance Certificate most recently delivered (or updated) by the Borrower to
Bank pursuant to Section 8(d) hereof, and (ii) each change in
the Applicable Margin pursuant to the foregoing provisions shall take effect
from the date of Borrower’s delivery of its most recent Compliance Certificate
(or update thereof) pursuant to Section 8(d) hereof.”


 


3.             Section 1 (u) of
the Agreement is hereby deleted in its entirety and replaced with the
following:


 


“In addition to all other sums payable hereunder,
the Borrower shall pay the Lender a fee equal to twenty five one-hundredths of
one percent (0.25%) of the difference between: (i) the Credit Limit (as it
may be reduced under clause (w) below) and (ii) the average daily
balance of (x) the aggregate outstanding principal amount of loans and
other extensions of credit hereunder plus (without duplication) (y) the
undrawn amounts and other obligations under outstanding Letters of Credit, for
each quarterly period this Agreement is in effect.  Such fee shall be payable quarterly in
arrears and, unless previously paid by the Borrower, shall be treated as a loan
to Borrower, which shall be added to Borrower’s loan balance pursuant to this
Agreement.”


 


4.             Section 9 (m) of
the Agreement is hereby deleted in its entirety.


 


5.             The definition of “subordinated debt” at the end of Section 10
of the Agreement is hereby supplemented by deleting the additional language
added pursuant to Section 6 of the Second Amendment and adding the
following at the end of the definition:


 


“including,
without limitation, the Borrower’s 2.875% Convertible Senior Subordinated
Debentures Due 2034 dated June 21, 2004 in the principal outstanding amount
of $72,780,000.00 as of August 1, 2009”


 


6.             Section 14(a) of the Agreement is hereby
amended by replacing the date “April 30, 2010” with the date “April 30,
2012”.


 


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7.             The Borrower and the Lender
agree that Prime Rate Loans shall no longer be available under the Agreement.


 


8.             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.


 


9.             This Sixth 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 Sixth 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.


 


10.           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.


 


11.           This Sixth 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.


 


[Signature Page Follows]


 


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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

  
	
   

  	
   

  	
  Executive Vice
  President, Treasurer,

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RBS CITIZENS, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher J.
  Wickles

  
	
   

  	
   

  	
  Senior Vice President

  



 


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