Exhibit
10.1


FIFTH AMENDMENT TO LOAN AGREEMENT


DATED JANUARY 14,
2004


This Fifth Amendment to
Loan Agreement (the “Fifth Amendment”) is made as of this 16th day of May, 2007
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).


WITNESSETH:


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 amended by a Second
Amendment to Loan Agreement dated as of June 20, 2005, 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 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 Fifth 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.             Section
10(e) of the Agreement is hereby deleted in its entirety and replaced with the
following:


“(Dividends) pay any
dividends on or make any distribution on account of any class of Borrower’s
capital stock in cash or in property (other than in the form of shares of
Borrower’s capital stock or other equity interests), or redeem, purchase or
otherwise acquire for cash or property (other than shares of Borrower’s capital
stock or other equity interests), directly or indirectly, any of such stock,
excluding repurchases of restricted stock from current or former directors,
officers, employees or consultants, or family members of any of the foregoing,
or trusts (or



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other estate planning vehicles)
for the benefit of any of the foregoing, provided, however, as long as no Event
of Default exists or would be caused by such repurchase or dividend, the
Borrower may repurchase shares of the Borrower’s capital stock or pay dividends
or make distributions on account of any class of Borrower’s capital stock.”


2.             Section 14(a) of the Agreement is
hereby amended by replacing the date “April 30, 2009” with the date “April 30, 2010”.


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.


4.             This Fifth 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 Fifth 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 Fifth 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 BLOCKS
ON FOLLOWING PAGE.]



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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

  	
   

  
	
   

  	
  Name:

  	
    Wayne D. Mackie

  	
   

  
	
   

  	
  Title:

  	
    Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF
  MASSACHUSETTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Michael McAuliffe

  	
   

  
	
   

  	
  Name:

  	
    Michael
  McAuliffe

  	
   

  
	
   

  	
  Title:

  	
    Senior
  Vice President

  	
   

  
										



 



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