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                               FIRST AMENDMENT

                TO THE AMENDED AND RESTATED CREDIT AGREEMENT

                                     and

                              SECOND AMENDMENT

                      TO THE CREDIT SUPPORT AGREEMENTS

                          Dated as of May 10, 2001

                                    among

                     BOSTON CELTICS LIMITED PARTNERSHIP,
               as Borrower and as a Credit Support Affiliate,
                   BOSTON CELTICS LIMITED PARTNERSHIP II,
                                as Borrower,
                         BCCLP HOLDING CORPORATION,
                       as a Credit Support Affiliate,
                        CELTICS LIMITED PARTNERSHIP,
                       as a Credit Support Affiliate,
                     CELTICS BASKETBALL HOLDINGS, L.P.,
                       as a Credit Support Affiliate,
                                     and
                            CELTICS PRIDE, G.P.,
                       as a Credit Support Affiliate,
                                     and
                      THE ROYAL BANK OF SCOTLAND, plc,
                           as the Existing Lender,
                     THE OTHER LENDERS PARTIES THERETO,
                                     and
                       CITIZENS BANK OF MASSACHUSETTS,
                          as Agent for the Lenders


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                              FIRST AMENDMENT
                TO THE AMENDED AND RESTATED CREDIT AGREEMENT

                                     and

                              SECOND AMENDMENT
                      TO THE CREDIT SUPPORT AGREEMENTS

This FIRST AMENDMENT to the AMENDED AND RESTATED CREDIT AGREEMENT and
SECOND AMENDMENT to each of the CREDIT SUPPORT AGREEMENTS (this
"Amendment") is entered into as of May 10, 2001 by and among BOSTON CELTICS
LIMITED PARTNERSHIP, a Delaware limited partnership ("BCLP" and, in its
capacity as a Borrower, the "New Borrower"), BOSTON CELTICS LIMITED
PARTNERSHIP II, a Delaware limited partnership ("BCLP II" or the "Existing
Borrower" and together with BCLP, the "Borrowers"), BCCLP HOLDING
CORPORATION, a Delaware corporation ("BCCLP"), CELTICS LIMITED PARTNERSHIP,
a Delaware limited partnership ("CLP"), CELTICS BASKETBALL HOLDINGS, L.P.,
a Delaware limited partnership ("CBHLP"), CELTICS PRIDE, G.P., a Delaware
general partnership ("CP", and, together with BCCLP, CLP, CBHLP and BCLP in
its capacity as a Credit Support Affiliate pursuant to the BCLP Credit
Support Agreement, the "Credit Support Affiliates"), THE ROYAL BANK OF
SCOTLAND, plc (the "Existing Lender"), the other lenders to the Credit
Agreement (as defined below) from time to time (together, with the Existing
Lender, the "Lenders"), and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts
Bank, as agent for the Lenders (together, with its successors and assigns
hereunder, the "Agent").

                                  Recitals
                                  --------

The Borrowers, the Lenders and the Agent are parties to an Amended and
Restated Credit Agreement dated as of October 31, 2000 (as amended,
supplemented or otherwise modified from time to time in accordance with its
terms, the "Credit Agreement").  BCLP and the Agent are parties to the
Credit Support Agreement dated as of June 30, 1998, as amended by the
Consent and Agreement dated as of October 31, 2000 (as further amended,
supplemented or otherwise modified from time to time, the "BCLP Credit
Support Agreement").  BCCLP and the Agent are parties to the Credit Support
Agreement dated as of May 20, 1998, as amended by the Consent and Agreement
dated October 31, 2000 (as further amended, supplemented or otherwise
modified from time to time, the "BCCLP Credit Support Agreement"). CLP and
the Agent are parties to the Credit Support Agreement dated as of June 30,
1998, as amended by the Consent and Agreement dated October 31, 2000 (as
further amended, supplemented or otherwise modified from time to time, the
"CLP Credit Support Agreement").  CBHLP and the Agent are parties to the
Credit Support Agreement dated as of June 30, 1998, as amended by the
Consent and Agreement dated October 31, 2000 (as further amended,
supplemented or otherwise modified from time to time, the "CBHLP Credit
Support Agreement"). CP and the Agent are parties to the Credit Support
Agreement dated as of June 30, 1998, as amended by the Consent and
Agreement dated October 31, 2000 (as further amended, supplemented or
otherwise modified from time to time, the "CP Support Agreement", and,
together with the BCCLP Credit Support Agreement, the BCLP Credit Support
Agreement, the CLP Credit Support Agreement and the CBHLP Credit Support
Agreement, the "Credit Support Agreements").  The New Borrower has prepaid
in full the full amount of the New Borrower Note in accordance with Article
IV of the Credit Agreement and requested that the Lenders and the Agent
release the New Borrower pursuant to the terms and conditions of Section
4.8 of the Credit Agreement.  The Existing Borrower desires to amend the
Credit Agreement in certain respects.  The Lenders and the Agent are
willing to release the New Borrower and to amend the Credit Agreement, in
each case, on the terms and conditions set forth herein.   All capitalized
terms used herein and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.

      NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree
as follows:

            SECTION 1.    New Borrower Release.  (a) The Lenders and the
      Agent hereby acknowledge (i) the payment in full of the New Borrower
      Note on December 18, 2000 (which payment of $20,900,000 was preceded
      by a payment of $29,100,000 on December 15, 2000) and (ii) the
      delivery of a Compliance Certificate of the Existing Borrower on or
      about February 2, 2001 (which certificate was delivered pursuant to
      Section 6.2 of the Credit Agreement), which delivery of such
      Compliance Certificate is and shall be deemed to be satisfaction of
      Section 4.8(a)(ii)(A).

            (b)    The Existing Borrower hereby represents and warrants as
      of the date hereof that before and after giving effect to the New
      Borrower Release, the representations of the Existing Borrower are
      true and correct and no Default or Event of Default has occurred and
      is continuing.

            (c)    The Agent and the Lenders hereby release as of February
      2, 2001 the New Borrower from its agreements, covenants, rights and
      obligations under the Credit Agreement and under the New Borrower
      Note and terminate the revolving credit facility made available to
      the New Borrower under the Credit Agreement; provided, however, that
      the New Borrower is not, and shall not be deemed to be, released from
      its obligations (as a Borrower or otherwise), and nor shall the New
      Borrower's rights be terminated, under Section 14.5 of the Credit
      Agreement for any cost or expense, or any damages, losses, settlement
      payments, obligations, liabilities and claims, or any indemnity
      therefor, arising thereunder, under any other Lender Agreements or
      under the New Borrower Note, or in connection therewith, with any
      other Lender Agreement, or with the New Borrower Note, prior to the
      New Borrower Release Date; provided further, however, that the New
      Borrower Release is not, shall not be deemed to be, a release of BCLP
      in its capacity as a Credit Support Affiliate or otherwise as a Loan
      Party (other than in its capacity as a Borrower), nor is any other
      Loan Party released, or deemed to be released, from its obligations
      under any Lender Agreement to which such Loan Party is party (such
      release of the New Borrower, the "New Borrower Release").  The New
      Borrower Release Date is, and shall be deemed to be, February 2,
      2001.

            SECTION 2.    Amendments to the Credit Agreement.  (a)
      Section 4.8 of the Credit Agreement is hereby amended to (i) delete
      from clause (a) thereof the parenthetical "(such release, the "New
      Borrower Release"; and the later date to occur of such payment and
      the satisfaction of the following conditions precedent, the "New
      Borrower Release Date")" and (ii) to add a new clause (c) to such
      Section 4.8, which clause (c) shall read as follows:

                  "(c)    For the purposes of this Credit Agreement and the
            other Lender Agreements, (i) the term "New Borrower Release"
            shall have the meaning set forth in Section 1 of the First
            Amendment to the Credit Agreement and Second Amendment to the
            Credit Support Agreements dated as of May __, 2001 among the
            Existing Borrower, BCLP and the other Credit Support
            Affiliates, the Lenders and the Agent and (ii) the term "New
            Borrower Release Date" shall mean February 2, 2001.".

            (b)    Section 9.3 of the Credit Agreement is hereby amended to
      delete the phrase "Have outstanding or hold or acquire or make or
      commit itself to acquire or make any Investment except the
      following:" at the beginning thereof and to substitute therefor the
      phrase "If, and for so long as, an Event of Default under Section
      10.1(a) or 10.1(b) hereof has occurred and is continuing, have
      outstanding or hold or acquire or make or commit itself to acquire or
      make any Investment, except the following:".

            SECTION 3.    Amendments to the Credit Support Agreements.  (a)
      Section 4.3 of the BCLP Credit Support Agreement is hereby amended to
      delete therefrom the phrase "Have outstanding or hold or acquire or
      make or commit itself to acquire or make any Investment" and to
      substitute therefor the new phrase "If, and for so long as an Event
      of Default under Section 5.1 of this Agreement or an "Event of
      Default" (as defined in the Credit Agreement) under Section 10.1(a)
      or 10.1(b) of the Credit Agreement has occurred and is continuing,
      have outstanding or hold or acquire or make or commit itself to
      acquire or make any Investment".

            (b)    Section 4.8 of each Credit Support Agreement is hereby
      amended to delete in its entirety clause (b)(ii) from each such
      Section 4.8 and to substitute therefor the new clause (b)(ii), which
      clause (b)(ii) shall read as follows:

                  "(ii) with the express prior consent of the Agent, to the
            extent necessary for the Existing Borrower to pay interest and
            principal due and payable on the 1998 Subordinated
            Debentures.".

            SECTION 5.    Representations and Warranties; No Default.  Each
      of BCLP and the Existing Borrower hereby confirms with respect to
      itself to the Lenders and the Agent, the representations and
      warranties of the Borrowers set forth in Article 5 of the Credit
      Agreement are true and correct as of the date hereof as if set forth
      herein in full.  Each Credit Support Affiliate confirms,
      respectively, to the Lenders and the Agent that the representations
      and warranties made by such Credit Support Affiliate in its
      respective Credit Support Agreement are true and correct as of the
      date hereof, as if set forth herein in full and that no Event of
      Default (as defined in the applicable Credit Support Agreement) has
      occurred and is continuing thereunder.  The Existing Borrower hereby
      certifies that no Default or Event of Default under the Credit
      Agreement has occurred and is continuing.

            SECTION 5.    Miscellaneous.  The Borrowers, jointly and
      severally, agree to pay on demand the Agent's reasonable expenses in
      preparing, executing and delivering this Amendment, and all related
      instruments and documents, including, without limitation, the
      reasonable fees and out-of-pocket expenses of the Agent's special
      counsel, Goodwin Procter  LLP.  This Amendment shall be a Lender
      Agreement and shall be governed by and construed and enforced under
      the laws of The Commonwealth of Massachusetts.

                         [Signature Page to Follow]

      IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have
caused this Amendment to be executed by their duly authorized officers as
of the date first set forth above.

                                       BOSTON CELTICS LIMITED PARTNERSHIP
                                       II, as the Existing Borrower

                                       By:  BCLP II GP, Inc., its General
                                       Partner

                                       By:  /s/ Richard G. Pond
                                            -------------------------------
                                       Name:  Richard G. Pond
                                       Title:  Executive Vice President,
                                       Chief Operating Officer and Chief
                                       Financial Officer

                                       BOSTON CELTICS LIMITED PARTNERSHIP,
                                       as the New Borrower and in its
                                       capacity as a Credit Support
                                       Affiliate under the BCLP Credit
                                       Support Agreement referred to above

                                       By:  BCLP GP, Inc., its General
                                       Partner

                                       By:  /s/ Richard G. Pond
                                       Name:  Richard G. Pond
                                       Title:  Executive Vice President,
                                       Chief Operating Officer and Chief
                                       Financial Officer

                                       BCCLP HOLDING CORPORATION

                                       By:  /s/ Richard G. Pond
                                            -------------------------------
                                       Name:     Richard Pond
                                       Title:     Chief Financial Officer

                                       CELTICS LIMITED PARTNERSHIP

                                       By:  Boston Celtics Corporation, Its
                                       General Partner

                                       By:  /s/ Richard G. Pond
                                            -------------------------------
                                       Name:     Richard Pond
                                       Title:     Chief Financial Officer

                                       CELTICS BASKETBALL HOLDINGS, L.P.

                                       By:  Boston Celtics Corporation, Its
                                       General Partner

                                       By:  /s/ Richard G. Pond
                                            -------------------------------
                                       Name:     Richard Pond
                                       Title:     Chief Financial Officer

                                       CELTICS PRIDE, G.P.

                                       By:  /s/ Richard G. Pond
                                            -------------------------------
                                       Name:     Richard Pond
                                       Title:     Chief Financial Officer

                                       CITIZENS BANK OF MASSACHUSETTS,
                                       as Agent

                                       By:  /s/ Lori B. Leeth
                                            -------------------------------

                                       Name:  Lori B. Leeth
                                       Title:  Senior Vice President

                                       THE ROYAL BANK OF SCOTLAND, plc, as
                                       Existing Lender

                                       By:  /s/ _Jayne Seaford
                                       Name:  Jayne Seaford
                                       Title:  Vice President


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LIBC/1112054.5

LIBC/1112054.5