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                                                                     Exhibit 3.1

                              CERTIFICATE OF MERGER

                                     MERGING

                                HOCKEY MERGER CO.
                            (A DELAWARE CORPORATION)

                                      INTO

                               THE HOCKEY COMPANY
                            (A DELAWARE CORPORATION)


     THE UNDERSIGNED corporation, organized and existing under and by virtue of
the Delaware General Corporation Law, does hereby certify that:

     FIRST: The name and state of domicile of each of the constituent entities
in the merger are as follows:

     NAME                                    STATE OF DOMICILE
     ----                                    -----------------
     Hockey Merger Co.                       Delaware
     The Hockey Company                      Delaware

     SECOND: An Agreement and Plan of Merger between the parties to the merger
has been adopted, approved, certified, executed, and acknowledged by each of the
constituent entities in accordance with Section 251 of the Delaware General
Corporation Law.

     THIRD: The name of the surviving corporation is "The Hockey Company."

     FOURTH: The merger shall be effective at 8 a.m. (New York time) on June 11,
2003.

     FIFTH: Upon effectiveness of the merger, the certificate of incorporation
of The Hockey Company, as the surviving corporation, shall be amended and
restated and shall be in the form as provided in EXHIBIT A hereto.

     SIXTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 3500 Boulevard de
Maisonneuve West, Suite 800, Montreal, Quebec, Canada H3Z 3C1; and

     SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
the constituent corporations.

     EIGHTH: The merger contemplated hereby is intended to be part of a
reorganization under Section 368(a)(1)(E) of the Internal Revenue Code.

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     IN WITNESS WHEREOF, The Hockey Company has caused this Certificate of
Merger to be duly executed in its name this 10th day of June, 2003.


                            THE HOCKEY COMPANY


                            By:   /s/ Robert A. Desrosiers
                               ---------------------------------------
                               Name:  Robert A. Desrosiers
                               Title: Chief Financial Officer and
                                      Vice President, Finance and Administration



                     SIGNATURE PAGE TO CERTIFICATE OF MERGER

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                       EXHIBIT A TO CERTIFICATE OF MERGER


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               THE HOCKEY COMPANY



     FIRST: The name of the corporation is The Hockey Company.


     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.


     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.


     FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is 21,000,000 shares, consisting of 20,000,000 shares of
common stock, par value $.01 per share, of which 12,000,000 shares are voting
common stock of the Corporation and 8,000,000 shares are non-voting exchangeable
common stock of the Corporation with voting powers, preferences, rights,
qualifications, limitations, and restrictions as set forth on EXHIBIT A hereto,
and 1,000,000 shares of Preferred Stock, par value $.01 per share, with such
voting powers, designations, preferences, rights, qualifications, limitations,
or restrictions as the Board of Directors shall specify. In accordance with this
Section Fourth, the Board of Directors has designated such shares of Preferred
Stock with the voting powers, preferences, rights, qualifications, limitations,
and restrictions as set forth on EXHIBIT B hereto.


     FIFTH: Elections of directors need not be by ballot unless the By-Laws of
the Corporation shall so provide.


     SIXTH: The Board of Directors of the Corporation may make By-Laws and from
time to time may alter, amend or repeal By-Laws.

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     SEVENTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.


     EIGHTH: The Corporation expressly elects not to be governed by Section 203
of the General Corporation Law of the State of Delaware.

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         EXHIBIT A TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

     In accordance with Article Fourth of the Corporation's Amended and Restated
Certificate of Incorporation and Section 151(a) of the Delaware General
Corporation Law (the "DGCL"), the Non-Voting Exchangeable Common Stock of The
Hockey Company, par value $.01 per share (the "EXCHANGEABLE SHARES"), shall have
the following rights, privileges, restrictions and conditions:


                                    ARTICLE 1

                                 INTERPRETATION

     1.1  For the purposes of these share provisions:

     "AFFILIATE" of any Person means any other Person directly or indirectly
     controlling, controlled by, or under common control with, that Person. For
     the purposes of this definition, "control" (including, with correlative
     meanings, the terms "controlled by" and "under common control with"), as
     applied to any Person, means the possession by another Person, directly or
     indirectly, of the power to direct or cause the direction of the management
     and policies of that first mentioned Person, whether through the ownership
     of voting securities, by contract or otherwise.

     "BOARD OF DIRECTORS" means the board of directors of the Corporation.

     "BUSINESS DAY" means any day that is not a Saturday, Sunday or legal
     holiday on which banks are not required or authorized to close in both the
     City of Montreal, Canada and the City of New York, U.S.A.

     "CALL DATE" means the date, if any, established by the Board of Directors,
     at its option, for the purchase by Holdings of all but not less than all of
     the outstanding Exchangeable Shares pursuant to Article 7 hereof in
     exchange for Holdings Common Shares, which date shall be no earlier than
     the fifth anniversary date of the closing of the IPO unless there are fewer
     than 1,408,105 Exchangeable Shares (representing 20% of the outstanding
     Exchangeable Shares as of the closing of the IPO) outstanding (other than
     Exchangeable Shares held by Holdings and its Affiliates, and as such number
     of shares may be adjusted as deemed appropriate by the Board of Directors
     to give effect to any subdivision or consolidation of or share dividend on
     the Exchangeable Shares, any issue or distribution of rights to acquire
     Exchangeable Shares or securities exercisable or exchangeable for or
     convertible into Exchangeable Shares, any issue or distribution of other
     securities or rights or evidences of indebtedness or assets, or any other
     capital reorganization or other transaction affecting the Exchangeable
     Shares), in which case the Board of Directors may accelerate such purchase
     date to such date prior to the fifth anniversary date of the closing of the
     IPO as they may determine, upon at least 60 days' prior written notice to
     the registered holders of the Exchangeable Shares and the Trustee;
     provided, however, that the failure to give any notice of purchase to less
     than 10% of such holders of Exchangeable Shares shall not affect the
     validity of any such purchase.

     "CALL PURCHASE PRICE" has the meaning ascribed to that term in Section 7.1
     hereof.

                                       1

<PAGE>

     "CALL RIGHT" has the meaning ascribed to that term in Section 7.1 hereof.

     "CALL RIGHT DIVIDEND AMOUNT" has the meaning ascribed to that term in
     Section 7.1 hereof.

     "COMMON STOCK" means the voting common stock, par value $.01 per share, of
     the Corporation.

     "CORPORATION" means The Hockey Company, a corporation existing under the
     laws of the State of Delaware.

     "DIVIDEND AMOUNT" has the meaning ascribed to that term in Section 6.1
     hereof.

     "ENTITY" means any corporation (including any non-profit corporation),
     general partnership, limited partnership, limited liability partnership,
     joint venture, estate, trust, company (including any company limited by
     shares, limited liability company or joint stock company), firm, society or
     other enterprise, association, organization or entity.

     "EXCHANGEABLE SHARES" means non-voting exchangeable common stock, par value
     $.01 per share, of the Corporation having the rights, privileges,
     restrictions and conditions set forth herein.

     "EXCHANGEABLE SHARE SUPPORT AGREEMENT" means the Exchangeable Share Support
     Agreement between Holdings and the Corporation to be entered into in
     connection with the Merger.

     "GOVERNMENTAL BODY" means any: (a) nation, state, commonwealth, province,
     territory, county, municipality, district or other jurisdiction of any
     nature; (b) federal, state, provincial, local, municipal, foreign or other
     government; or (c) governmental or quasi-governmental authority of any
     nature (including any governmental division, department, agency,
     commission, instrumentality, official, ministry, fund, foundation, centre,
     organization, unit, body or Entity and any court or other tribunal).

     "HOLDER" means, when used with reference to any shares, options or
     warrants, the holders of such shares, options or warrants, respectively,
     shown from time to time in the register maintained by or on behalf of the
     applicable corporation in respect thereof.

     "HOLDINGS" means The Hockey Company Holdings Inc., a corporation organized
     under the Canada Business Corporations Act.

     "HOLDINGS COMMON SHARES" means the common shares of Holdings.

     "INSOLVENCY EVENT" means the institution by Holdings or the Corporation, as
     the case may be, of any proceeding to be adjudicated bankrupt or insolvent
     or to be wound up, or the consent of Holdings or the Corporation, as the
     case may be, to the institution of bankruptcy, insolvency or winding-up
     proceedings against Holdings or the Corporation, as the case may be, or the
     filing of a petition, answer or consent seeking dissolution or winding-up
     under any bankruptcy, insolvency or analogous laws, including without

                                       2

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     limitation the COMPANIES CREDITORS' ARRANGEMENT ACT (Canada), the
     BANKRUPTCY AND INSOLVENCY ACT (Canada) and the BANKRUPTCY REFORM ACT OF
     1978, as heretofore and hereinafter amended, as codified at 11 U.S.C.
     Section 101 et seq., and the failure by Holdings or the Corporation, as the
     case may be, to contest in good faith any such proceedings commenced in
     respect of Holdings or the Corporation, as the case may be, within 30 days
     of becoming aware thereof, or the consent by Holdings or the Corporation,
     as the case may be, to the filing of any such petition or to the
     appointment of a receiver, or the making by Holdings or the Corporation, as
     the case may be, of a general assignment for the benefit of creditors.

     "IPO" means the initial public offering of Holdings by way of a
     supplemented prep prospectus dated June 5, 2003.

     "LIQUIDATION AMOUNT" has the meaning ascribed to that term in Section 5.1
     hereof.

     "LIQUIDATION DATE" has the meaning ascribed to that term in Section 5.1
     hereof.

     "MERGER" means the merger of Hockey Merger Co., a wholly-owned subsidiary
     of Holdings, and the Corporation, where the effectiveness of the merger is
     contingent upon the closing of the IPO.

     "PERSON" means any individual, Entity or Governmental Body.

     "PUT DATE" has the meaning ascribed to that term in Section 6.1(b) hereof.

     "PUT PRICE" has the meaning ascribed to that term in Section 6.1 hereof.

     "PUT REQUEST" has the meaning ascribed to that term in Section 6.1 hereof.

     "PUT RIGHT" has the meaning ascribed to that term in Section 6.1 hereof.

     "PUT SHARES" has the meaning ascribed to that term in Section 6.1(a)
     hereof.

     "SPECIAL DIVIDEND SHARE" means the share of preferred stock, par value $.01
     per share, of the Corporation issued to Holdings to provide for the
     gross-up to Holdings for any U.S. federal withholding tax on any dividend
     from the Corporation to Holdings, or any such withholding tax as increased
     or decreased from time to time, and for any Canadian or other income tax
     imposed on Holdings in respect of such dividend.

     "TOTAL LIQUIDATION AMOUNT" means the Liquidation Amount multiplied by the
     relevant number of Exchangeable Shares of a particular holder.

     "TOTAL PUT PRICE" means the Put Price multiplied by the relevant number of
     Put Shares of a particular holder.

     "TOTAL CALL PURCHASE PRICE" means the Call Purchase Price multiplied by the
     relevant number of Exchangeable Shares to which such Call Purchase Price
     applies in the circumstances.

                                       3

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     "TRANSFER AGENT" means American Stock Transfer & Trust Company or such
     other Person as may from time to time be appointed by the Corporation as
     the registrar and transfer agent for the Exchangeable Shares.

     "TRUSTEE" means Computershare Trust Company of Canada or such other trust
     company or other Entity that Holdings may, in its reasonable discretion,
     choose to act as trustee under the Voting and Exchange Trust Agreement,
     being a corporation organized and existing under the laws of Canada and
     authorized to carry on the business of a trust company in all the provinces
     of Canada, and any successor trustee appointed under the Voting and
     Exchange Trust Agreement.

     "TSX" means the Toronto Stock Exchange or its successors.

     "VOTING AND EXCHANGE TRUST AGREEMENT" means the Voting and Exchange Trust
     Agreement among Holdings, the Corporation and the Trustee, to be entered
     into in connection with the Merger.


                                    ARTICLE 2

                         RANKING OF EXCHANGEABLE SHARES

     2.1 The Exchangeable Shares shall, with respect to dividend rights and
rights on liquidation, winding-up or dissolution, whether voluntary or
involuntary, whether now or hereinafter issued, rank (i) PARI PASSU with the
Common Stock, except with respect to the rights on liquidation, winding-up or
dissolution which shall be as described in Section 5.1 hereof, and the Special
Dividend Share, (ii) junior to any series of preferred stock established by the
Board of Directors (other than the Special Dividend Share), the terms of which
shall specifically provide that such series shall rank senior to the
Exchangeable Shares with respect to dividend rights and rights on liquidation,
winding up or dissolution, and (iii) senior to any other equity securities of
the Corporation.


                                    ARTICLE 3

                                    DIVIDENDS

     3.1 A holder of an Exchangeable Share shall be entitled to share the same
rights to dividends as a holder of the Common Stock of the Corporation.

     3.2 If at any time the Corporation shall have failed to pay any dividends
which have accrued on any outstanding shares of any equity securities which,
with respect to dividend rights, rank senior to or PARI PASSU with the
Exchangeable Shares at the times such dividends are payable, unless otherwise
provided in the terms of such equity securities ranking senior to or PARI PASSU
with the Exchangeable Shares, no dividend shall be declared by the Board of
Directors or paid or set apart for payment by the Corporation on the
Exchangeable Shares unless prior to or concurrently with such declaration,
payment or setting apart for payment, all accrued and unpaid dividends on all
outstanding equity securities ranking senior to or PARI PASSU with the
Exchangeable Shares shall have been declared, paid or set apart for payment,
without interest; PROVIDED, HOWEVER, that in the event such failure to pay
accrued dividends is with respect only to

                                       4

<PAGE>

the outstanding Exchangeable Shares and any outstanding shares of any equity
securities ranking PARI PASSU with the Exchangeable Shares, dividends may be
declared, paid or set apart for payment, without interest, PRO RATA on the
Exchangeable Shares and shares of equity securities ranking PARI PASSU with the
Exchangeable Shares so that the amounts of any dividends declared, paid or set
apart for payment (whether in cash or additional securities) on the Exchangeable
Shares and equity securities ranking PARI PASSU with the Exchangeable Shares
shall in all cases bear to each other the same ratio that, at the time of such
declaration, payment or setting apart for payment, the amounts of all accrued
but unpaid dividends on the Exchangeable Shares and equity securities ranking
PARI PASSU with the Exchangeable Shares bear to each other. Any dividend not
paid pursuant to Section 3.1 hereof or this Section 3.2 shall be fully
cumulative and shall accrue (whether or not declared), without interest as set
forth in Section 3.1 hereof.


                                    ARTICLE 4

                            RESTRICTIONS ON TRANSFER

     4.1 Except in connection with the exercise of the Put Right or Call Right
(each as defined herein) or exercise by the Trustee of its automatic exchange
right pursuant to the Voting and Exchange Trust Agreement, the Exchangeable
Shares shall not be transferable, except (i) with respect to any holder that is
a natural person, (A) to the spouse or any lineal ancestor or descendant
(including by adoption and stepchildren) of such holder; (B) any trust of which
such holder is the controlling trustee and which is established solely for the
benefit of any of the individuals described in clause (A); or (C) the estate of
such holder established by reason of such holder's death or any person named a
beneficiary of such estate, or (ii) with respect to any holder that is not a
natural person, (A) any Affiliate of such holder or (B) any successor of such
holder in any merger, consolidation, amalgamation or sale of all or
substantially all of the assets of such holder.


                                    ARTICLE 5

                           DISTRIBUTION ON LIQUIDATION

     5.1 In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of the assets of the Corporation among its
stockholders for the purpose of winding-up its affairs, a holder of Exchangeable
Shares shall be entitled, subject to applicable law, to receive from the assets
of the Corporation in respect of each Exchangeable Share held by such holder on
the effective date (the "LIQUIDATION DATE") of such liquidation, dissolution or
winding-up, PARI PASSU with any distribution of any part of the assets of the
Corporation among the holders of the Common Stock and before any distribution to
any shares ranking junior to the Exchangeable Shares, an amount determined in
accordance with the following procedure:

          (1) the fair market value of assets stockholders of the Corporation
shall be determined in good faith by the Board of Directors of the Corporation;

          (2) the portion of the amount determined under (1) above that is
distributable upon liquidation to the holders of the Corporation's Exchangeable
Shares, Special Dividend

                                       5

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Share and Common Stock after distributions to holders of more senior classes of
equity securities of the Corporation shall be determined;

          (3) the amount required to be distributed upon liquidation to the
holder of the Special Dividend Share shall be determined;

          (4) the fair market value of the assets of Holdings shall be
determined in good faith by the Board of Directors of the Corporation, which
person shall in so doing subtract the value of Corporation stock owned by
Holdings and eliminating any intercompany indebtedness between Holdings and the
Corporation;

          (5) the amount determined in (2) above shall be modified by
eliminating any intercompany indebtedness between Holdings and the Corporation
and subtracting the amount determined under (3) above;

          (6) the amount that would be distributed to the holders of the
Exchangeable Shares if it is assumed that all of such Exchangeable Shares had
been exchanged for Holdings Common Shares and Holdings and the Corporation then
liquidated shall be determined by taking the sum of (4) and (5) above,
subtracting the amount distributable on classes of equity securities of Holdings
that are senior to the Holdings Common Shares, and dividing the remainder PRO
RATA between (i) the existing holders of Holdings Common Shares and (ii) the
hypothetical group of holders of Holdings Common Shares consisting of existing
holders of Exchangeable Shares who are assumed for this purpose to have
converted their Exchangeable Shares into Holdings Common Shares;

          (7) the amount determined under (6) shall be distributed by the
Corporation to the holders of the Exchangeable Shares, divided among each
outstanding Exchangeable Share (the "LIQUIDATION AMOUNT"); and

          (8) the amount determined under (2), subtracting the determinations
under (3) and (7), shall be distributed to the holders of the Corporation's
Common Stock, divided among each outstanding share of Common Stock.

     5.2 On or promptly after the Liquidation Date, the Corporation shall pay or
cause to be paid to the holders of the Exchangeable Shares the Liquidation
Amount for each such Exchangeable Shares. Payment of the Total Liquidation
Amount for such Exchangeable Shares shall be made by delivery to each holder, at
the address of the holder recorded in the securities register of the Corporation
for the Exchangeable Shares or by holding for pick-up by the holder at the
registered office of the Corporation or at any office of the Transfer Agent as
may be specified by the Corporation by notice to the holders of Exchangeable
Shares, on behalf of the Corporation of a check of the Corporation payable at
any branch of the banking institution of the Corporation in respect of the Total
Liquidation Amount (in each case less any amounts withheld on account of tax
required to be deducted and withheld therefrom).

     5.3 After the Corporation has satisfied its obligations to pay the holders
of the Exchangeable Shares the Liquidation Amount per Exchangeable Share
pursuant to Section 5.1 of these share provisions, such holders shall not be
entitled to their voting rights contained in the Voting and Exchange Trust
Agreement.

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                                    ARTICLE 6

                        PUT RIGHTS OF EXCHANGEABLE SHARES

     6.1 At any time, a holder of Exchangeable Shares shall be entitled, upon
compliance with the provisions of this Article 6, to require Holdings to
purchase any or all of the Exchangeable Shares registered in the name of such
holder (the "PUT RIGHT") for one (1) Holdings Common Share listed on the TSX for
each Exchangeable Share presented and surrendered by the holder, subject to
adjustment upon a stock split, reverse stock split, reorganization,
reclassification or similar event, together with, on the payment date therefor,
the full amount of all declared and unpaid dividends (the "DIVIDEND AMOUNT") on
any such Exchangeable Share held by such holder on any dividend record date
which occurred prior to the Put Date (the "PUT PRICE"), which Dividend Amount
shall be paid by the Corporation. To exercise such Put Right, the holder shall
present and surrender at the registered office of Holdings or at any office of
the Transfer Agent as may be specified by Holdings by notice to the holders of
Exchangeable Shares the certificate or certificates representing the
Exchangeable Shares which the holder desires to have Holdings purchase, together
with such other documents and instruments as are required to effect a transfer
of Exchangeable Shares under the DGCL, the laws of Canada and the by-laws of
each of the Corporation and Holdings and such additional documents and
instruments as the Transfer Agent or Holdings may reasonably require, and
together with a duly executed statement (the "PUT REQUEST") in the form of
SCHEDULE A hereto or in such other form as may be acceptable to Holdings:

          (a) specifying that the holder desires to have all or any number
specified therein of the Exchangeable Shares represented by such certificate or
certificates (the "PUT SHARES") purchased by Holdings; and

          (b) stating the Business Day on which the holder desires to have
Holdings purchase the Put Shares (the "PUT DATE"), which requested date shall be
not less than ten Business Days nor more than 15 Business Days after the date on
which the Put Request is received by Holdings and further provided that, in the
event that no such Business Day is specified by the holder in the Put Request,
the Put Date shall be deemed to be the tenth Business Day after the date on
which the Put Request is received by Holdings; provided, however, that the Put
Date may be later than the date requested by the holder or the default date of
the tenth Business Day if (i) further action by Holdings is necessary in order
for Holdings to comply with any U.S. securities laws regarding delivery of the
Holdings Common Shares and (ii) Holdings notifies the holder of the need for
such further action, whereby, in such case, the Put Date shall be the first
Business Day after completion of the further action necessary for compliance
with any such U.S. securities laws.

     6.2 Upon receipt by Holdings or the Transfer Agent in the manner specified
in Section 6.1 hereof of a certificate or certificates representing the number
of Exchangeable Shares which the holder desires to have Holdings purchase,
together with a Put Request and such other documents and instruments as are
required to effect a transfer of Exchangeable Shares under the DGCL, the laws of
Canada and the by-laws of each of the Corporation and Holdings and such
additional documents and instruments as the Transfer Agent or Holdings may
reasonably require, and provided that the Put Request is not revoked by the
holder in the manner specified in Section

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<PAGE>

6.5 hereof, Holdings shall purchase the Put Shares effective at the close of
business on the Put Date and shall cause to be delivered to such holder the
Total Put Price with respect to such shares, provided that all declared and
unpaid dividends for which the record date has occurred prior to the Put Date
shall be paid by the Corporation on the payment date for such dividends. If only
a part of the Exchangeable Shares represented by any certificate is purchased, a
new certificate for the balance of such Exchangeable Shares shall be issued to
the holder at the expense of Holdings.

     6.3 Holdings shall deliver or cause the Transfer Agent to deliver to the
relevant holder, at the address of the holder recorded in the securities
register of the Corporation for the Exchangeable Shares or at the address
specified in the holder's Put Request or by holding for pick-up by the holder at
the registered office of Holdings or at any office of the Transfer Agent as may
be specified by Holdings by notice to the holders of Exchangeable Shares,
certificates representing the Holdings Common Shares (which shares shall be duly
issued as fully paid and non-assessable and shall be free and clear of any lien,
claim or encumbrance and shall be listed on the TSX) registered in the name of
the holder or in such other name as the holder may request, and, if applicable
and on or before the payment date therefor, a check payable at any branch of the
banking institution of the Corporation representing the aggregate Dividend
Amount in payment of the Total Put Price, less any amounts withheld on account
of tax required to be deducted and withheld therefrom, and such delivery of such
certificates and checks on behalf of Holdings or the Corporation, as the case
may be, or by the Transfer Agent shall be deemed to be payment of and shall
satisfy and discharge all liability for the Total Put Price to the extent that
the same is represented by such share certificates and checks (plus any tax
deducted and withheld therefrom and remitted to the proper tax authority).

     6.4 On and after the close of business on the Put Date, the holder of the
Put Shares shall cease to be a holder of such Put Shares and shall not be
entitled to exercise any of the rights of a holder in respect thereof, other
than the right to receive the Total Put Price unless upon presentation and
surrender of certificates in accordance with the foregoing provisions, payment
of the Total Put Price shall not be made as provided in Section 6.3 hereof, in
which case the rights of such holder shall remain unaffected until the Total Put
Price has been paid in the manner provided herein. On and after the close of
business on the Put Date, provided that presentation and surrender of
certificates and payment of the Total Put Price has been made in accordance with
the foregoing provisions, the holder of the Put Shares so purchased by Holdings
shall thereafter be considered and deemed for all purposes to be a holder of the
Holdings Common Shares delivered to it.

     6.5 A holder of Put Shares may, by notice in writing given by the holder to
Holdings before the close of business on the Business Day immediately preceding
the Put Date, withdraw its Put Request, in which event such Put Request shall be
null and void.

     6.6 Each Exchangeable Share purchased by Holdings pursuant to this Put
Right shall automatically be converted into one (1) share of Common Stock,
subject to adjustment upon a stock split, reverse stock split, reorganization,
reclassification or similar event, and shall be so reflected on the books of the
Corporation.

                                       8

<PAGE>

     6.7 In the event of an Insolvency Event of the Corporation, the Trustee
shall exercise its automatic exchange right pursuant to the Voting and Exchange
Trust Agreement to require that each holder of Exchangeable Shares which has not
yet exercised its Put Rights hereunder receive the appropriate number of Common
Shares as though such holder has so exercised its Put Rights hereunder.


                                    ARTICLE 7

                             CALL RIGHT OF HOLDINGS

     7.1 Holdings will have the right (the "CALL RIGHT") to purchase from all
but not less than all of the holders of Exchangeable Shares (other than any
holder of Exchangeable Shares which is Holdings or an Affiliate of Holdings) on
the Call Date all but not less than all of the Exchangeable Shares held by each
such holder on payment by Holdings of one (1) Holdings Common Share listed on
the TSX for each Exchangeable Share presented and surrendered by the holder,
subject to adjustment upon a stock split, reverse stock split, reorganization,
reclassification or similar event, together with, to the extent not paid by the
Corporation, an additional amount equivalent to the full amount of all declared
and unpaid dividends (the "CALL RIGHT DIVIDEND AMOUNT") on each such
Exchangeable Share held by such holder on any dividend record date which
occurred prior to the date of purchase by Holdings pursuant to the Call Right
(the "CALL PURCHASE PRICE"). In the event of the exercise of the Call Right,
each holder (other than Holdings or Affiliates of Holdings) shall be obligated
to sell all but not less than all of the Exchangeable Shares held by such holder
to Holdings on the Call Date on payment by Holdings to the holder of the Call
Purchase Price for each such share.

     7.2 To exercise the Call Right, Holdings must notify the Trustee, as agent
for the holders of Exchangeable Shares, and the Corporation of Holdings'
intention to exercise such right at least 45 days before the Business Day on
which the purchase of such Exchangeable Shares shall occur (the "CALL DATE") and
such notice shall specify whether Holdings will effect such purchase. The
Trustee will notify the holders of Exchangeable Shares that the Call Right has
been exercised by Holdings. If Holdings exercises the Call Right, then on the
Call Date Holdings will purchase and the holders (other than Holdings or
Affiliates of Holdings) will sell all but not less than all of the Exchangeable
Shares held by such holders for a price per share equal to the Call Purchase
Price.

     For the purposes of completing the purchase of the Exchangeable Shares
pursuant to the Call Right, Holdings will deposit with the Trustee, on or before
the Call Date, certificates representing the aggregate number of Holdings Common
Shares deliverable by Holdings and the Corporation will deposit with the Trustee
a check or checks payable at any branch of the banking institution of the
Corporation representing the aggregate Call Right Dividend Amount in payment of
the Total Call Purchase Price, less any amounts withheld pursuant to Article 13
hereof. Provided that each of Holdings and the Corporation has complied with the
immediately preceding sentence, on and after the Call Date, the rights of each
holder of Exchangeable Shares will be limited to receiving the Total Call
Purchase Price upon presentation and surrender by the holder of certificates
representing the Exchangeable Shares held by such holder and the holder will on
and after the Call Date be considered and deemed for all purposes to be the
holder of the Holdings Common Shares to which it is entitled, unless payment of
the Total Call Purchase Price

                                       9

<PAGE>

for the Exchangeable Shares shall not be made upon presentation and surrender of
share certificates in accordance with the provisions of this Section 7.2, in
which case the rights of the holders shall remain unaffected until the Total
Call Purchase Price has been paid in the manner herein provided. Upon surrender
to the Trustee of a certificate or certificates representing Exchangeable
Shares, together with such other documents and instruments as may be required to
effect a transfer of Exchangeable Shares under the DGCL, the laws of Canada and
the by-laws of each of the Corporation and Holdings and such additional
documents and instruments as the Trustee may reasonably require, the holder of
such surrendered certificate or certificates will be entitled to receive in
exchange therefor, and the Trustee on behalf of each of Holdings and the
Corporation will deliver to such holder, certificates representing the Holdings
Common Shares to which the holder is entitled and a check or checks of the
Corporation payable at any branch of the banking institution of the Corporation
in payment of the Call Right Dividend Amount and when received by the Trustee,
all dividends and other distributions with respect to such Holdings Common
Shares with a record date after the Call Date and before the date of the
transfer of such Holdings Common Shares to such holder, less any amounts
withheld pursuant to Article 13 hereof.

     7.3 Each Exchangeable Share purchased by Holdings pursuant to this Call
Right shall automatically be converted into one (1) share of Common Stock,
subject to adjustment upon a stock split, reverse stock split, reorganization,
reclassification or similar event, and shall be so reflected on the books of the
Corporation.

     7.4 In the event of an Insolvency Event of Holdings, the Trustee shall
exercise its automatic exchange right pursuant to the Voting and Exchange Trust
Agreement to require that each holder of Exchangeable Shares receive the
appropriate number of Common Shares as though Holdings has so exercised its Call
Right hereunder.


                                    ARTICLE 8

                                  VOTING RIGHTS

     8.1 Except as required by applicable law, the holders of the Exchangeable
Shares shall not be entitled as such to receive notice of or to attend any
meeting of the stockholders of the Corporation or to vote at any such meeting.


                                    ARTICLE 9

                               RECIPROCAL CHANGES
                      IN RESPECT OF HOLDINGS COMMON SHARES

     9.1 Each holder of an Exchangeable Share acknowledges that the Exchangeable
Share Support Agreement further provides, in part, that Holdings will not,
without the prior approval of the Corporation and the prior approval of the
holders of the Exchangeable Shares given in accordance with the DGCL:

          (a) subdivide, redivide or change the then outstanding Holdings Common
Shares into a greater number of Holdings Common Shares;

                                       10

<PAGE>

          (b) reduce, combine, consolidate or change the then outstanding
Holdings Common Shares into a lesser number of Holdings Common Shares; or

          (c) reclassify or otherwise change the Holdings Common Shares or
effect an amalgamation, merger, reorganization or other transaction affecting
the Holdings Common Shares,

unless the same or an economically equivalent change shall simultaneously be
made to, or in, the rights of the holders of the Exchangeable Shares. The
Exchangeable Share Support Agreement further provides, in part, that the
aforesaid provisions of the Exchangeable Share Support Agreement shall not be
changed without the approval of the holders of the Exchangeable Shares given in
accordance with the DGCL.


                                   ARTICLE 10

               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

     10.1 The Corporation will take all such actions and do all such things as
shall be necessary or advisable to perform and comply with and to ensure
performance and compliance by Holdings and the Corporation with all provisions
of the Exchangeable Share Support Agreement applicable to Holdings and the
Corporation, respectively, in accordance with the terms thereof including,
without limitation, taking all such actions and doing all such things as shall
be necessary or advisable to enforce to the fullest extent possible for the
direct benefit of the Corporation all rights and benefits in favor of the
Corporation under or pursuant to such agreement.

     10.2 The Corporation shall not propose, agree to or otherwise give effect
to any amendment to, or waiver or forgiveness of its rights or obligations
under, the Exchangeable Share Support Agreement, without the approval of the
holders of the Exchangeable Shares given in accordance with the DGCL, other than
such amendments, waivers and/or forgiveness as may be necessary or advisable for
the purposes of:

          (a) adding to the covenants of the other parties to such agreement for
the protection of the Corporation or the holders of the Exchangeable Shares
thereunder;

          (b) making such provisions or modifications not inconsistent with such
agreement as may be necessary or desirable with respect to matters or questions
arising thereunder which, in the good faith opinion of the Board of Directors,
it may be expedient to make, provided that the Board of Directors shall be of
the good faith opinion, after consultation with counsel, that such provisions
and modifications will not be prejudicial in any material respect to the
interests of the holders of the Exchangeable Shares; or

          (c) making such changes in or corrections to such agreement which, on
the advice of counsel to the Corporation, are required for the purpose of curing
or correcting any ambiguity or defect or inconsistent provision or clerical
omission or mistake or manifest error contained therein, provided that the Board
of Directors shall be of the good faith opinion, after consultation with
counsel, that such changes or corrections will not be prejudicial in any
material respect to the interests of the holders of the Exchangeable Shares.

                                       11

<PAGE>

                                   ARTICLE 11

                LEGEND; CALL RIGHTS AND AUTOMATIC EXCHANGE RIGHTS

     11.1 The certificates evidencing the Exchangeable Shares shall contain or
have affixed thereto a legend in form and on terms approved by the Board of
Directors, with respect to the restrictions on transfer contained herein, the
Exchangeable Share Support Agreement, the Call Right, the Put Right and the
Voting and Exchange Trust Agreement (including the provisions with respect to
the voting and automatic exchange rights thereunder).

     11.2 Each holder of an Exchangeable Share, whether of record or beneficial,
by virtue of becoming and being such a holder shall be deemed to acknowledge the
Call Right in favor of Holdings and the automatic exchange right in favor of the
Trustee and to be bound thereby in favor of Holdings or the Trustee, as the case
may be, as therein provided.


                                   ARTICLE 12

                                     NOTICES

     12.1 Except as may otherwise be provided for herein, all notices referred
to herein shall be in writing, and all notices hereunder shall be deemed to have
been given upon the earlier of receipt of such notice or three Business Days
after the mailing of such notice if sent by registered mail (unless first-class
mail shall be specifically permitted for such notice under the terms hereof)
with postage prepaid, addressed to the registered office of the Corporation and
addressed to the attention of the President or to such other address as the
Corporation shall have designated by notice similarly given.

     12.2 Any presentation and surrender by a holder of Exchangeable Shares to
the Corporation or the Transfer Agent of certificates representing Exchangeable
Shares in connection with the liquidation, dissolution or winding-up of the
Corporation or the exercise of the Put Right of Exchangeable Shares shall be
made by registered mail (postage prepaid) or by delivery to the registered
office of the Corporation or to such office of the Transfer Agent as may be
specified by the Corporation, in each case, addressed to the attention of the
President of the Corporation. Any such presentation and surrender of
certificates shall only be deemed to have been made and to be effective upon
actual receipt thereof by the Corporation or the Transfer Agent, as the case may
be. Any such presentation and surrender of certificates made by registered mail
shall be at the sole risk of the holder mailing the same.

     12.3 Any notice, request or other communication to be given to a holder of
Exchangeable Shares by or on behalf of the Corporation shall be in writing, and
all notices hereunder shall be deemed to have been given upon the earlier of
receipt of such notice or three Business Days after the mailing of such notice
if sent by registered mail (unless first-class mail shall be specifically
permitted for such notice under the terms hereof) with postage prepaid,
addressed to the address of the holder as listed in the stock record books of
the Corporation or to such address as the holder shall have designated by notice
similarly given or, in the event of the address of any such holder not being so
recorded, then at the last known address of such holder. Accidental failure or
omission to give any notice, request or other communication to one or more

                                       12

<PAGE>

holders of Exchangeable Shares shall not invalidate or otherwise alter or affect
any action or proceeding to be taken by the Corporation pursuant thereto.

     12.4 If the Corporation determines that mail service is, or is threatened
to be, interrupted at the time when the Corporation is required or elects to
give any notice to the holders of Exchangeable Shares hereunder, the Corporation
shall, notwithstanding the provisions hereof, give such notice by means of
publication in The New York Times or any other English language daily newspaper
or newspapers of general circulation in the United States and Canada (if there
are any holders of Exchangeable Shares resident in Canada) once in each of two
successive weeks, and notice so published shall be deemed to have been given on
the latest date on which the first publication has taken place.

     If, by reason of any actual or threatened interruption of mail service due
to strike, lock-out or otherwise, any notice to be given to the Corporation
would be unlikely to reach its destination in a timely manner, such notice shall
be valid and effective only if delivered personally to the Corporation in
accordance with Section 12.1 or 12.2 hereof, as the case may be.


                                   ARTICLE 13

                               WITHHOLDING RIGHTS

     13.1 The Corporation, Holdings and the Transfer Agent will be entitled to
deduct and withhold from any dividend or consideration otherwise payable to any
holder of Exchangeable Shares, such amounts as the Corporation, Holdings or the
Transfer Agent, as applicable, is required to deduct and withhold with respect
to such payment under the Internal Revenue Code of 1986, as amended, or any
provision of state, local or foreign tax law, in each case, as amended. To the
extent that amounts are so withheld, such withheld amounts will be treated for
all purposes hereof as having been paid to the holder of the Exchangeable Shares
in respect of which such deduction and withholding was made. The Corporation,
Holdings or the Transfer Agent, as applicable, shall remit any amount withheld
to the appropriate taxing authority. To the extent that the amount so required
to be deducted or withheld from any payment to a holder exceeds the cash portion
of the consideration otherwise payable to the holder, the Corporation, Holdings
and the Transfer Agent are hereby authorized to sell or otherwise dispose of
such portion of the consideration as is necessary to provide sufficient funds
or, if there is no non-cash portion, the holder shall pay the deficit in cash,
to the Corporation, Holdings or the Transfer Agent, as the case may be, to
enable it to comply with such deduction or withholding requirement and the
Corporation, Holdings or the Transfer Agent will notify the holder thereof and
remit to the holder any unapplied balance of the net proceeds of such sale.

                                       13

<PAGE>

                                                                      SCHEDULE A
                                                                      ----------

                         NOTICE OF EXERCISE OF PUT RIGHT

To: The Hockey Company Holdings Inc., a corporation organized under the Canada
Business Corporations Act ("HOLDINGS"), and The Hockey Company, a corporation
incorporated under the laws of the State of Delaware (the "CORPORATION").

     This notice is given pursuant to Article 6 of the provisions (the "SHARE
PROVISIONS") attaching to the Exchangeable Shares of the Corporation represented
by the attached certificate and all capitalized words and expressions used in
this notice that are defined in the Share Provisions have the meanings ascribed
to such words and expressions in such Share Provisions.

     The undersigned hereby notifies Holdings and the Corporation that the
undersigned desires to have Holdings purchase in accordance with Article 6 of
the Share Provisions:

/ /  all share(s) represented by the attached share certificate; or

/ /  share(s) only.

     The undersigned hereby notifies Holdings and the Corporation that the Put
Date shall be _____________ but acknowledges that the Put Date may be later than
the date hereby requested or the default date of the tenth Business Day if (i)
further action by Holdings is necessary in order for Holdings to comply with any
U.S. securities laws regarding delivery of the Holdings Common Shares and (ii)
Holdings notifies the holder of the need for such further action, whereby, in
such case, the Put Date shall be the first Business Day after completion of the
further action necessary for compliance with any such U.S. securities laws.

NOTE:     The Put Date must be a Business Day and must not be less than ten
          Business Days nor more than 15 Business Days after the date upon which
          this notice is received by Holdings. If no such Business Day is
          specified above, the Put Date shall be deemed to be the tenth Business
          Day after the date on which this notice is received by Holding,
          subject to above.

     This notice of exercise of the Put Right may be revoked and withdrawn by
the undersigned only by notice in writing given to Holdings at any time before
the close of business on the Business Day immediately preceding the Put Date.

                                       14

<PAGE>

     The undersigned hereby represents and warrants to the Corporation and
Holdings that the undersigned has good title to, and owns, the share(s)
represented by this certificate to be acquired by the Corporation, as the case
may be, free and clear of all liens, claims and encumbrances.




--------------------------------------------------------------------------------
  (Date)              (Signature of Stockholder)        (Guarantee of Signature)


/ /       Please check box if the securities and any check(s) resulting from
          the exercise of the Put Right or purchase of the Put Shares are to be
          held for pick-up by the stockholder from the Transfer Agent, failing
          which the securities and any check(s) will be mailed to the last
          address of the stockholder as it appears on the register.

NOTE:     This panel must be completed and the attached share certificate,
          together with such additional documents as the Transfer Agent may
          require, must be deposited with the Corporation or the Transfer Agent.
          The securities and any check(s) resulting from the exercise of the Put
          Right or purchase of the Put Shares will be issued and registered in,
          and made payable to, respectively, the name of the stockholder as it
          appears on the register of the Corporation and the securities and any
          check(s) resulting from such exercise of the Put Right or purchase
          will be delivered to such stockholder as indicated above, unless the
          form appearing immediately below is duly completed.


Date: __________________________________


                                       15

<PAGE>

Name of Person in Whose Name Securities or Check(s) Are to be Registered, Issued
or Delivered (please print): ___________________________________________________


Street Address or P.O. Box: ____________________________________________________


Signature of Stockholder: ______________________________________________________


City, Province and Postal Code: ________________________________________________


Signature Guaranteed by: _______________________________________________________


NOTE:     If this notice of exercise of the Put Right is for less than all of
          the shares represented by the attached certificate, a certificate
          representing the remaining share(s) of the Corporation represented by
          the attached share certificate will be issued and registered in the
          name of the stockholder as it appears on the register of the
          Corporation, unless the Share Transfer Power on the share certificate
          is duly completed in respect of such share(s).

                                       16

<PAGE>

                  EXHIBIT B TO AMENDED AND RESTATED CERTIFICATE
                                OF INCORPORATION

                           CERTIFICATE OF DESIGNATION
                                       OF
                        SPECIAL DIVIDEND PREFERRED STOCK
                                       OF
                               THE HOCKEY COMPANY

                                ----------------

                        PURSUANT TO SECTION 151(G) OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                                ----------------

     The undersigned, Chief Financial Officer and Vice President, Finance and
Administration, of The Hockey Company, a Delaware corporation (the
"CORPORATION"), HEREBY CERTIFIES that the Board of Directors, in accordance with
Article Fourth of the Corporation's Amended and Restated Certificate of
Incorporation and Section 151(g) of the Delaware General Corporation Law (the
"DGCL"), has authorized the creation of the series of preferred stock hereafter
provided for and has established the dividend, redemption, conversion and voting
rights thereof and has adopted the following resolution, creating the following
new series of the Corporation's Preferred Stock:

     BE IT RESOLVED, that pursuant to authority expressly granted to the Board
of Directors by the provisions of Article Fourth of the Amended and Restated
Certificate of Incorporation of the Corporation and Section 151(g) of the DGCL,
there is hereby created and authorized the issuance of a new series of the
Corporation's preferred stock, par value $.01 per share, with the following
powers, designations, dividend rights, voting powers, rights on liquidation,
conversion rights, redemption and/or cancellation rights and other preferences
and relative, participating, optional or other special rights and with the
qualifications, limitations or restrictions on the shares of such series (in
addition to the powers, designations, preferences and relative, participating,
optional or other special rights and the qualifications, limitations or
restrictions thereof set forth in the Amended and Restated Certificate of
Incorporation that are applicable to each series of Preferred Stock) hereinafter
set forth:

          1. DESIGNATION; NUMBER OF SHARES. The designation of the preferred
stock, par value $.01 per share, of the Corporation created and authorized for
issuance hereby shall be designated as "Special Dividend Preferred Stock" (the
"PREFERRED STOCK"). The authorized number of shares of Preferred Stock shall be
one (1) share which may from time to time be increased or deceased (but not
below one (1) share).

          2. PRIORITY. The Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding-up or dissolution, whether voluntary
or involuntary, whether now or hereafter issued, rank (i) on a parity with the
Corporation's voting

<PAGE>

common stock, par value $.01 per share (the "VOTING COMMON STOCK"), the
Corporation's non-voting exchangeable common stock (the "EXCHANGEABLE SHARES"),
and any other equity securities of the Corporation, with respect to dividend
rights and rights on liquidation, winding-up or dissolution (all of such series
of common stock to which the Preferred Stock ranks on a parity are at all times
collectively referred to as "PARITY SECURITIES"), and (ii) junior to any other
series of preferred stock established by the Board of Directors, the terms of
which shall specifically provide that such series shall rank senior to the
Preferred Stock with respect to dividend rights and rights on liquidation,
winding-up or dissolution (all of such series of preferred stock to which the
Preferred Stock ranks junior are at times collectively referred to herein as the
"SENIOR SECURITIES").

          3. DIVIDENDS.

               (a) At any time in which a dividend is declared on the Voting
Common Stock of the Corporation, the Holder of the share(s) of Preferred Stock
shall be entitled to receive a dividend at a rate equal to the following
formula: Ds = Dc x R / (100 - R), where Ds is equal to the dividend to be paid
on the Preferred Stock, Dc is equal to the aggregate dividend declared on all
shares of the Voting Common Stock and R is equal to the effective combined rate
of tax resulting from (1) any U.S. federal withholding tax imposed on the
dividend declared on the Voting Common Stock and (2) any Canadian or other
income tax imposed on the holder of the Preferred Stock in respect of such
dividend (the "WITHHOLDING RATE") (such dividend amount, the "DIVIDEND RATE").
The dividends of Preferred Stock shall accrue and shall be payable in the same
manner as the Voting Common Stock and Exchangeable Shares (each, a "DIVIDEND
PAYMENT DATE").

               (b) Notwithstanding anything contained herein to the contrary, no
dividends on share(s) of Preferred Stock shall be declared by the Board of
Directors or paid or set apart for payment by the Corporation at such time as
the terms and provisions of the Corporation's debt instruments and related
agreements from time to time outstanding (the "DEBT INSTRUMENTS"), or any other
agreement entered into by the Corporation, specifically prohibit such
declaration, payment or setting apart for payment or provide that such
declaration, payment or setting apart for payment would (or, with notice or
lapse of time or both, would) constitute a breach thereof or a default
thereunder.

               (c) If at any time the Corporation shall have failed to pay all
dividends which have accrued on any outstanding shares of Senior Securities or
any Parity Securities at the times such dividends are payable, unless otherwise
provided in the terms of the Senior Securities or the Parity Securities, no
dividend shall be declared by the Board of Directors or paid or set apart for
payment by the Corporation on the share(s) of Preferred Stock unless prior to or
concurrently with such declaration, payment or setting apart for payment, all
accrued and unpaid dividends on all outstanding shares of such Senior Securities
and Parity Securities shall have been declared, paid or set apart for payment,
without interest; PROVIDED, HOWEVER, that in the event such failure to pay
accrued dividends is with respect only to the outstanding share(s) of Preferred
Stock and any outstanding shares of any Parity Securities, dividends may be
declared, paid or set apart for payment, without interest, PRO RATA on the

                                       2

<PAGE>

share(s) of Preferred Stock and shares of Parity Securities so that the amounts
of any dividends declared, paid or set apart for payment (whether in cash or
additional securities) on the share(s) of Preferred Stock and shares of such
other series of preferred stock shall in all cases bear to each other the same
ratio that, at the time of such declaration, payment or setting apart for
payment, the amounts of all accrued but unpaid dividends on the share(s) of the
Preferred Stock and shares of Parity Securities bear to each other. Any dividend
not paid pursuant to Section 3(a) hereof or this Section 3(c) shall be fully
cumulative and shall accrue (whether or not declared), without interest as set
forth in Section 3(a) hereof, even if such dividend is not paid pursuant to
Section 3(b).

          4. MANDATORY CANCELLATION.

               (a) UPON MATURITY DATE. To the extent permitted by law and
subject to the provisions of the Debt Instruments, the Preferred Stock shall be
automatically cancelled by the Corporation on the date on which there are no
longer any Exchangeable Shares (or securities or rights convertible into or
exchangeable for or carrying rights to acquire Exchangeable Shares) outstanding
(a "MATURITY DATE").

          The cancellation shall be effective, upon giving notice as provided in
Section 4(b) hereof. Immediately prior to the effectiveness of any such
cancellation with respect to the Preferred Stock, and as a condition precedent
to the Corporation so canceling the share(s) of the Preferred Stock, the
Corporation, by resolution of its Board of Directors shall, to the extent of any
legally available funds, declare a dividend on the Preferred Stock payable on
the Maturity Date in an amount equal to any accrued and unpaid dividends on the
Preferred Stock as of such date.

               (b) In the event the Corporation shall cancel the share(s) of
Preferred Stock pursuant to Section 4(a) hereof, a notice of such cancellation
shall be given by first-class mail, postage prepaid, mailed prior to the
Maturity Date, to the Holder, at such Holder's address as the same appears on
the stock books of the Corporation. Notice having been mailed as aforesaid, on
and after the Maturity Date, unless the Corporation shall be in default in
providing money for the payment of any accrued and unpaid dividends up to and
including the Maturity Date, (x) dividends on the share(s) of the Preferred
Stock so called for cancellation shall cease to accrue, (y) said shares shall be
deemed no longer outstanding and (z) all rights of the Holder as a holder of the
Preferred Stock of the Corporation (except the right to reserve from the
Corporation the monies payable upon cancellation, without interest thereon, upon
surrender of the certificates evidencing such share(s)) shall cease.

          Upon surrender of the certificates for any such share so cancelled
(properly endorsed or assigned for transfer, if the Board of Directors shall so
require), such share shall be cancelled by the Corporation at the applicable
cancellation price aforesaid.

               (c) VOTING RIGHTS. Except as required by law, the Holder of
Preferred Stock shall have no voting rights.

                                       3

<PAGE>

          5. LIMITATION AND RIGHTS UPON INSOLVENCY. Notwithstanding any other
provision of this Certificate of Designation, the Corporation shall not be
required to pay any dividend on, or to pay any amount in respect of any
cancellation of, the Preferred Stock at a time when immediately after making
such payment the Corporation is or would be rendered insolvent (as defined by
applicable law) provided that the obligation of the Corporation to make any such
payment shall not be extinguished in the event the foregoing limitation applies.

          6. LIMITATIONS UNDER THE DEBT INSTRUMENTS. Notwithstanding any other
provision of this Certificate of Designation, the Corporation shall not be
required to pay any dividend on, or to pay any amount in respect of any
cancellation of, the Preferred Stock if upon, or after, making such payment the
Corporation would, or with the passage of time, or the giving of notice, or
both, would be in default under the terms of the Debt Instruments, provided that
the obligation of the Corporation to make any such payment shall not be
extinguished in the event the foregoing limitation applies.

          7. SHARES TO BE RETIRED. Any share of Preferred Stock cancelled or
otherwise acquired by the Corporation shall be retired and shall upon
cancellation be restored to the status of an authorized but unissued share of
preferred stock, subject to reissuance by the Board of Directors as Preferred
Stock or shares of preferred stock of one or more other series.

          8. HOLDERS; TRANSFERABILITY. The Corporation may deem and treat The
Hockey Company Holdings Inc., a company organized under the Canada Business
Corporations Act, as the record holder of the share(s) of Preferred Stock and
the true and lawful owner thereof for all purposes. The Preferred Stock is not
transferable without the prior written consent of the Corporation.

          9. NOTICES. Except as may otherwise be provided for herein, all
notices referred to herein shall be in writing, and all notices hereunder shall
be deemed to have been given upon, the earlier of receipt of such notice or
three Business Days after the mailing of such notice if sent by registered mail
(unless first-class mail shall be specifically permitted for such notice under
the terms of this Certificate of Designation) with postage prepaid, addressed:
if to the Corporation at 3500 Boulevard de Maisonneuve West, Suite 800,
Montreal, Quebec, Canada H3Z 3C1 (Attention: President and Chief Executive
Officer) or to an agent of the Corporation designated as permitted by the
Amended and Restated Certificate of Incorporation or, if to Holder, at the
address as listed in the stock record books of the Corporation; or to such other
address as the Corporation or Holder, as the case may be, shall have designated
by notice similarly given. "BUSINESS DAY" shall mean any day that is not a
Saturday, Sunday or legal holiday on which banks are not required or authorized
to close in the State of New York.

                                        4