Charles River Associates Election Notice to Satisfy Debenture Conversions in Cash under Indenture with U.S. Bank
Charles River Associates Incorporated has notified U.S. Bank National Association, as trustee, that it will pay 100% of the principal amount of its debentures converted on or after December 14, 2004, in cash. The company retains the right to pay any amount above the principal in shares of common stock or cash for fractional shares, as allowed by their existing indenture agreement. U.S. Bank is instructed to inform debenture holders of this decision. This notice is issued under the terms of the indenture dated June 21, 2004.
Exhibit 4.1
[LETTERHEAD]
December 14, 2004
VIA FACSIMILE (617 ###-###-####) AND CERTIFIED MAIL
Corporate Trust Office of the Trustee
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA 02110
Attn: George Davison
Re: Charles River Associates Incorporated
Dear Mr. Davison:
Pursuant to Section 15.02(i) of that certain Indenture between Charles River Associates Incorporated (the “Company”) and U.S. Bank National Association (“U.S. Bank”) dated June 21, 2004, the Company hereby irrevocably elects to satisfy in cash 100% of the principal amount of the Debentures to be converted on or after the date hereof. The Company maintains the right to satisfy a Conversion Obligation to the extent it exceeds the principal amount of the Debentures in shares of Common Stock (or cash in lieu of any fractional shares) pursuant to Section 15.02(i) of the Indenture.
The Company hereby instructs U.S. Bank, as Debenture Registrar, to notify the Debentureholders of this election pursuant to Section 15.02(i) of the Indenture.
Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Indenture.
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| Best regards, | |
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| /s/ J. Phillip Cooper |
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| J. Phillip Cooper | |
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| Executive Vice President, Chief Financial | |
