Exhibit 10.2


 


FOURTH AMENDMENT TO REVOLVING NOTE


 


This Fourth
Amendment to Revolving Note (the “Fourth Amendment”) is made as of this 18th day
of August 2009 by and between RBS Citizens, National Association,
successor by merger with Citizens Bank of Massachusetts (the “Bank”) having a
principal office located at 28 State Street, Boston, Massachusetts 02108 and CRA
International, Inc., formerly known as Charles River Associates
Incorporated (the “Borrower”), a Massachusetts corporation having an office at
the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts
02116-5092 to that certain Revolving Note dated January 14, 2004 executed
by the Borrower in favor of the Bank (the “Note”).  Any capitalized terms not otherwise defined
herein shall have the same meanings designated in the Note.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower did
on January 14, 2004 execute, seal and deliver to the Bank the Note which
Note was amended by a First Amendment to Revolving Note dated as of March 29,
2005, a Second Amendment to Revolving Note dated as of June 20, 2005 and a
Third Amendment to Revolving Note dated as of May 16, 2007; and


 


WHEREAS, the Borrower has
requested that the Bank extend the maturity date of the Note and decrease the
amount of the Note;


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, receipt of whereof is hereby acknowledged, it is hereby
agreed by and between the Borrower and the Bank as follows:


 


1.             The Note is hereby amended by replacing
any and all references to “Ninety Million Dollars” with “Sixty Million Dollars”
and all references to “$90,000,000.00” to “60,000,000.00”.


 


2.             The Note is hereby amended by replacing
the maturity date of April 30, 2010 with April 30, 2012.


 


3.             The Note, as amended hereby, shall remain
in full force and effect and all terms hereof are hereby ratified and confirmed
by the Borrower.  Except for specifically
provided herein, all other terms and conditions of the Note shall remain in
full force and effect.


 


4.             The Borrower by its execution of this Fourth Amendment
in the space provided below, represents, warrants and agrees that the Borrower
has no claims, defenses, counterclaims or offsets against the Bank in
connection with the Note or any of the other documents executed in connection
therewith and, to the extent that any such claim, defense, counterclaim or
offset may exist, the Borrower by its execution of this 


 

















 


Fourth Amendment in the
space provided below, hereby affirmatively WAIVES and RELEASES the Bank from
same.


 


5.           This Fourth Amendment shall take effect as a sealed
instrument under the laws of the Commonwealth of Massachusetts as of the date
first above written.


 


6.             Any and all references to the Note and any instrument
previously and now hereafter executed by the Borrower shall be deemed to refer
to the Note as amended by this Fourth Amendment and any future amendments
hereafter entered into between the Borrower and the Bank.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Fourth Amendment as of the date and year
first above written as a sealed instrument.


 


 


	
  WITNESS:

  	
  CRA INTERNATIONAL, INC.

  
	
  /s/ Lenore
  Jennings

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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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