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                                                                     EXHIBIT 4.3

                                                                 EXECUTION DRAFT

                                  $125,000,000

                               THE HOCKEY COMPANY

                  11 1/4% OF SENIOR SECURED NOTE UNITS DUE 2009

                          REGISTRATION RIGHTS AGREEMENT

                                                                   April 3, 2002
JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, CA 90025

Ladies and Gentlemen:

     THE HOCKEY COMPANY, a Delaware corporation (the "COMPANY"), and its
wholly-owned subsidiary SPORT MASKA INC., a New Brunswick corporation ("SPORT
MASKA" and, together with the Company, the "ISSUERS"), are issuing and selling
to Jefferies & Company, Inc. (the "INITIAL PURCHASER"), upon the terms set forth
in the Purchase Agreement, dated March 26, 2002, between the Issuers and the
Initial Purchaser (the "PURCHASE AGREEMENT"), 125,000 Units (each a "UNIT" and,
collectively, the "UNITS"), each Unit consisting of $500 principal amount of 11
1/4% Senior Secured Notes due 2009 issued by the Company (the "PARENT NOTES")
and $500 principal amount of 11 1/4% Senior Secured Notes due 2009 issued by
Sport Maska (the "SUBSIDIARY NOTES"). As an inducement to the Initial Purchaser
to enter into the Purchase Agreement, the Issuers agree with the Initial
Purchaser, for the benefit of the Holders (as defined below) of the Units
(including, without limitation, the Initial Purchaser), as follows:

1.   DEFINITIONS

     Capitalized terms that are used herein without definition and are defined
in the Purchase Agreement shall have the respective meanings ascribed to them in
the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:

     ADDITIONAL INTEREST: See Section 4(a).

     ADVICE: See Section 6(v).

     AGREEMENT: This Registration Rights Agreement, dated as of the Closing
Date, among the Issuers and the Initial Purchaser.

     APPLICABLE PERIOD: See Section 2(e).

     BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

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     CLOSING DATE: April 3, 2002.

     COLLATERAL AGREEMENTS: Shall have the meaning set forth in the Indenture.

     COMPANY: See the introductory paragraph to this Agreement.

     DAY: Unless otherwise expressly provided, a calendar day.

     EFFECTIVENESS DATE: The 180th day after the Issue Date.

     EFFECTIVENESS PERIOD: See Section 3(a).

     EVENT DATE: See Section 4(b).

     EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

     EXCHANGE NOTES: The Exchange Parent Notes and Exchange Subsidiary Notes.

     EXCHANGE OFFER: See Section 2(a).

     EXCHANGE PARENT NOTES: Senior Secured Notes due 2009 of the Company,
identical to the Parent Notes, including the guarantees endorsed thereon, except
for references to series and restrictive legends.

     EXCHANGE REGISTRATION STATEMENT: See Section 2(a).

     EXCHANGE SUBSIDIARY NOTES: Senior Secured Notes due 2009 of Sport Maska,
identical to the Subsidiary Notes, including the guarantees endorsed thereon,
except for references to series and restrictive legends.

     EXCHANGE UNITS: Senior Secured Note Units, each consisting of the $500
principal amount of Exchange Parent Notes and $500 principal amount of Exchange
Subsidiary Notes, identical to the Units, except for references to series and
restrictive legends.

     FILING DATE: The 90th day after the Issue Date.

     HOLDER: Any registered holder of Registrable Units.

     INDEMNIFIED PARTY: See Section 8(c).

     INDEMNIFYING PARTY: See Section 8(c).

     INDENTURE: The Indenture, dated as of the Closing Date, among the Issuers,
the Subsidiary Guarantors and The Bank of New York, as trustee, pursuant to
which the Units are being issued, as amended or supplemented from time to time
in accordance with the terms hereof.

     INITIAL PURCHASER: See the introductory paragraph to this Agreement.

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     INITIAL SHELF REGISTRATION: See Section 3(a).

     INSPECTORS: See Section 6(o).

     ISSUE DATE: March 26, 2002

     ISSUERS: See the introductory paragraph to this Agreement.

     LOSSES: See Section 8(a).

     NASD: National Association of Securities Dealers, Inc.

     NOTES: The Parent Notes and Subsidiary Notes.

     PARENT NOTES: See the introductory paragraph to this Agreement.

     PARTICIPATING BROKER-DEALER: See Section 2(e).

     PERSON: An individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business
association, firm, government or agency or political subdivision thereof, or
other legal entity.

     PRIVATE EXCHANGE: See Section 2(f).

     PRIVATE EXCHANGE UNITS: See Section 2(f).

     PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Units covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.

     RECORDS: See Section 6(o).

     REGISTRABLE UNITS: (i) Units, (ii) Exchange Units and (iii) Private
Exchange Units received in the Exchange Offer, in each case, that may not be
sold without restriction under federal or state securities laws.

     REGISTRATION STATEMENT: Any registration statement of the Issuers filed
with the SEC under the Securities Act (including, but not limited to, the
Exchange Registration Statement, the Shelf Registration and any subsequent Shelf
Registration) that covers any of the Registrable Units pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and

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all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

     RULE 144: Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

     RULE 144A: Rule 144A promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

     RULE 415: Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     SEC: The Securities and Exchange Commission.

     SECURITIES: The Units, the Exchange Units and the Private Exchange Units.

     SECURITIES ACT: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

     SHELF NOTICE: See Section 2(j).

     SHELF REGISTRATION: See Section 3(b).

     SPORT MASKA: See the introductory paragraph to this Agreement.

     SUBSEQUENT SHELF REGISTRATION: See Section 3(b).

     SUBSIDIARY GUARANTOR: Each subsidiary of the Issuers that guarantees the
obligations of the Issuers under the Notes and Indenture.

     SUBSIDIARY NOTES: See the introductory paragraph to this Agreement.

     TIA: The Trust Indenture Act of 1939, as amended.

     TRUSTEE: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Units and Private Exchange Units (if
any).

     UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in which
securities of the Issuers are sold to an underwriter for reoffering to the
public.

     UNITS: See the introductory paragraph to this Agreement.

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2.   EXCHANGE OFFER

     (a)  The Issuers shall (and shall cause each Subsidiary Guarantor with
          respect to its guarantee) to (i) prepare and file with the SEC
          promptly after the date hereof, but in no event later than the Filing
          Date, a registration statement (the "EXCHANGE REGISTRATION STATEMENT")
          on an appropriate form under the Securities Act with respect to an
          offer (the "EXCHANGE OFFER") to the Holders of Registrable Units to
          issue and deliver to such Holders, in exchange for the Units, a like
          number of Exchange Units as substitute evidence of indebtedness
          originally evidenced by the Registrable Units, (ii) use their best
          efforts to cause the Exchange Registration Statement to be declared
          effective by the SEC as promptly as practicable after the filing
          thereof, but in no event later than the Effectiveness Date, (iii) keep
          the Exchange Registration Statement effective until the consummation
          of the Exchange Offer in accordance with its terms, including the
          right of the Holders of Registrable Units to exchange their Units for
          Exchange Units, and (iv) unless the Exchange Offer would not be
          permitted by a policy of the SEC, commence the Exchange Offer and use
          their best efforts to issue on or prior to 30 Business Days after the
          date on which the Exchange Registration Statement is declared
          effective, Exchange Units in exchange for all Units tendered prior
          thereto in the Exchange Offer. The Exchange Offer shall not be subject
          to any conditions, other than that the Exchange Offer does not violate
          applicable law or any applicable interpretation of the staff of the
          SEC. Upon consummation of the Exchange Offer in accordance with this
          Section 2, the Issuers shall have no further registration obligations
          other than with respect to (i) Private Exchange Notes, (ii) Exchange
          Notes held by Participating Broker-Dealers and (iii) Notes or Exchange
          Notes as to which Section 3 hereof applies.

     (b)  The Exchange Units shall be issued under, and entitled to the benefits
          of, (i) the Indenture or a trust indenture that is identical to the
          Indenture (other than such changes as are necessary to comply with any
          requirements of the SEC to effect or maintain the qualifications
          thereof under the TIA) and (ii) the Collateral Agreements.

     (c)  Interest on the Exchange Notes will accrue from the last interest
          payment due date on which interest was paid on the Notes surrendered
          in exchange therefor or, if no interest has been paid on the Notes,
          from the date of original issue of the Notes. Each Exchange Note shall
          bear interest at the rate set forth thereon; PROVIDED, that interest
          with respect to the period prior to the issuance thereof shall accrue
          at the rate or rates borne by the Notes from time to time during such
          period.

     (d)  The Issuers may require each Holder as a condition to participation in
          the Exchange Offer to represent (i) that any Exchange Units received
          by it will be acquired in the ordinary course of its business, (ii)
          that at the time of the commencement and consummation of the Exchange
          Offer such Holder has not entered into any arrangement or
          understanding with any Person to participate in the distribution
          (within the meaning of the Securities Act) of the Exchange Units in
          violation of the provisions of the Securities Act, (iii) that if such
          Holder is an

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          affiliate of the Issuers within the meaning of the Securities Act, it
          will comply with the registration and prospectus delivery requirements
          of the Securities Act to the extent applicable to it, (iv) if such
          Holder is not a broker-dealer, that it is not engaged in, and does not
          intend to engage in, the distribution of the Units and (v) if such
          Holder is a Participating Broker-Dealer, that it will deliver a
          Prospectus in connection with any resale of the Exchange Units.

     (e)  The Issuers shall include within the Prospectus contained in the
          Exchange Registration Statement a section entitled "Plan of
          Distribution," which shall contain a summary statement of the
          positions taken or policies made by the staff of the SEC with respect
          to the potential "underwriter" status of any broker-dealer that is the
          beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
          Exchange Units received by such broker-dealer in the Exchange Offer
          for its own account in exchange for Units that were acquired by it as
          a result of market-making or other trading activity (a "PARTICIPATING
          BROKER-DEALER"), whether such positions or policies have been publicly
          disseminated by the staff of the SEC or such positions or policies, in
          the judgment of the Initial Purchaser, represent the prevailing views
          of the staff of the SEC. Such "Plan of Distribution" section shall
          also allow, to the extent permitted by applicable policies and
          regulations of the SEC, the use of the Prospectus by all Persons
          subject to the prospectus delivery requirements of the Securities Act,
          including, to the extent so permitted, all Participating
          Broker-Dealers, and include a statement describing the manner in which
          Participating Broker-Dealers may resell the Exchange Units. The
          Issuers shall use their best efforts to keep the Exchange Registration
          Statement effective and to amend and supplement the Prospectus
          contained therein, in order to permit such Prospectus to be lawfully
          delivered by all Persons subject to the prospectus delivery
          requirements of the Securities Act for such period of time as such
          Persons must comply with such requirements in order to resell the
          Exchange Units; PROVIDED, HOWEVER, that (i) in the case where such
          Prospectus and any amendment or supplement thereto must be delivered
          by a Participating Broker-Dealer or the Initial Purchaser, such period
          shall be the lesser of 180 days and the date on which all
          Participating Broker-Dealers and the Initial Purchaser have sold all
          Exchange Units held by them (unless such period is extended pursuant
          to Section 6(k) below) and (ii) the Issuers shall make such Prospectus
          and any amendment or supplement thereto, available to any
          Participating Broker-Dealer for use in connection with any resale of
          any Exchange Units for a period not less than 90 days after the
          consummation of the Exchange Offer (the "APPLICABLE PERIOD").

     (f)  If, upon consummation of the Exchange Offer, the Initial Purchaser
          holds any Units acquired by it and having the status of an unsold
          allotment in the initial distribution, the Issuers (upon the written
          request from the Initial Purchaser) shall, simultaneously with the
          delivery of the Exchange Units in the Exchange Offer, issue and
          deliver to the Initial Purchaser, in exchange (the "PRIVATE EXCHANGE")
          for the Units held by the Initial Purchaser, a number of Senior
          Secured Note Units, each consisting of the $500 principal amount of
          Exchange Parent Notes and $500 principal amount of Exchange Subsidiary
          Notes, that are identical to the

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          Exchange Units except for the existence of restrictions on transfer
          thereof under the Securities Act and securities laws of the several
          states of the United States (the "PRIVATE EXCHANGE UNITS") (and which
          are issued pursuant to the same indenture as the Exchange Units). The
          Private Exchange Units shall bear the same CUSIP number as the
          Exchange Units.

     (g)  In connection with the Exchange Offer, the Issuers shall:

          (i)    mail, or cause to be mailed, to each Holder a copy of the
                 Prospectus forming part of the Exchange Registration Statement,
                 together with an appropriate letter of transmittal and related
                 documents;

          (ii)   utilize the services of a depository for the Exchange Offer
                 with an address in the Borough of Manhattan, the City of New
                 York, which may be the Trustee or an affiliate thereof;

          (iii)  permit Holders to withdraw tendered Registrable Units at any
                 time prior to the close of business, New York time, on the last
                 Business Day on which the Exchange Offer shall remain open; and

          (iv)   otherwise comply in all material respects with all applicable
                 laws.

     (h)  As soon as practicable after the close of the Exchange Offer or the
          Private Exchange, as the case may be, the Issuers shall:

          (i)    accept for exchange all Registrable Units validly tendered
                 pursuant to the Exchange Offer or the Private Exchange, as the
                 case may be, and not validly withdrawn;

          (ii)   deliver to the Trustee for cancellation all Registrable Units
                 so accepted for exchange; and

          (iii)  cause the Trustee to authenticate and deliver promptly to each
                 Holder tendering such Registrable Units consisting of Exchange
                 Parent Notes and Exchange Subsidiary Notes, equal in principal
                 amount to the Parent Notes and Subsidiary Notes of such Holder
                 so accepted for exchange.

     (i)  The Exchange Units and the Private Exchange Units may be issued under
          (i) the Indenture or (ii) an indenture identical in all material
          respects to the Indenture, which in either event will provide that the
          Exchange Units will not be subject to the transfer restrictions set
          forth in the Indenture, that the Private Exchange Units will be
          subject to the transfer restrictions set forth in the Indenture, and
          that the Exchange Units, the Private Exchange Units and the Units, if
          any, will be deemed one class of security (subject to the provisions
          of the Indenture) and entitled to participate in all the security
          granted by the Issuers pursuant to the Collateral Agreements and in
          any Subsidiary Guarantee (as such terms are defined in the Indenture)
          on an equal and ratable basis.

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     (j)  If, (i) applicable interpretations of the staff of the SEC would not
          permit the consummation of the Exchange Offer as contemplated by
          Section 2 hereof, (ii) the Exchange Offer is not consummated within 30
          Business Days after the Effectiveness Date for any reason, (iii) any
          holder of Private Exchange Units so requests in writing to the Issuers
          within 45 days after the consummation of the Exchange Offer or (iv) in
          the case of any Holder not permitted to participate in the Exchange
          Offer or any Holder that participates in the Exchange Offer but does
          not receive Exchange Units on the date of the exchange that may be
          sold without restriction under state and federal securities laws
          (other than due solely to the status of such Holder as an affiliate of
          the Issuers within the meaning of the Securities Act) and so notifies
          the Issuers within 45 days of consummation of the Exchange Offer, then
          the Issuers (and any then existing Subsidiary Guarantor) shall
          promptly deliver to the Holders and the Trustee written notice thereof
          (the "SHELF NOTICE") and shall file an Initial Shelf Registration
          pursuant to Section 3.

3.   SHELF REGISTRATION

     If a Shelf Notice is delivered pursuant to Section 2(j), then this Section
3 shall apply to all Registrable Units. Otherwise, upon consummation of the
Exchange Offer in accordance with Section 2, the provisions of Section 3 shall
apply solely with respect to (i) Units held by any Holder thereof not permitted
to participate in the Exchange Offer and (ii) Exchange Units that are not freely
tradeable as contemplated by Section 2(j)(iv) hereof, provided in each case that
the relevant Holder has duly notified the Issuers within 45 days of the Exchange
Offer as required by Section 2(j)(iv).

     (a)  INITIAL SHELF REGISTRATION. The Issuers shall as promptly as
          practicable file (and shall cause any then existing Subsidiary
          Guarantor to file) with the SEC a Registration Statement for an
          offering to be made on a continuous basis pursuant to Rule 415
          covering all of the Registrable Units (the "INITIAL SHELF
          REGISTRATION"). If the Issuers (and any then existing Subsidiary
          Guarantor) have not yet filed an Exchange Registration Statement, the
          Issuers shall file (and shall cause any then existing Subsidiary
          Guarantor to file) with the SEC the Initial Shelf Registration on or
          prior to the Filing Date and shall use their best efforts to cause
          such Initial Shelf Registration to be declared effective under the
          Securities Act on or prior to the Effectiveness Date. Otherwise, the
          Issuers shall use their best efforts to file (and shall cause any then
          existing Subsidiary Guarantor to file) with the SEC the Initial Shelf
          Registration within 30 days of the delivery of the Shelf Notice and
          shall use their best efforts to cause such Shelf Registration to be
          declared effective under the Securities Act as promptly as practicable
          thereafter. The Initial Shelf Registration shall be on Form S-1 or
          another appropriate form permitting registration of such Registrable
          Units for resale by Holders in the manner or manners reasonably
          designated by them (including, without limitation, one or more
          underwritten offerings). The Issuers and Subsidiary Guarantors shall
          not permit any securities other than the Registrable Units to be
          included in any Shelf Registration. No Holder of Registrable Units
          shall be entitled to include any of its Registrable Units in any Shelf
          Registration pursuant to this Agreement unless such Holder furnishes
          to the Issuers and the Trustee in writing, within 20 days

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          after receipt of a request therefor, such information as the Issuers
          and the Trustee after conferring with counsel with regard to
          information relating to Holders that would be required by the SEC to
          be included in such Shelf Registration or Prospectus included therein,
          may reasonably request for inclusion in any Shelf Registration or
          Prospectus included therein. The Issuers shall use their best efforts
          to keep the Initial Shelf Registration continuously effective under
          the Securities Act until the date which is 24 months from the Closing
          Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when
          (i) all Registrable Units covered by the Initial Shelf Registration
          have been sold in the manner set forth and as contemplated in the
          Initial Shelf Registration or (ii) a Subsequent Shelf Registration
          covering all of the Registrable Units covered by and not sold under
          the Initial Shelf Registration or an earlier Subsequent Shelf
          Registration has been declared effective under the Securities Act.

     (b)  SUBSEQUENT SHELF REGISTRATIONS. If the Initial Shelf Registration or
          any Subsequent Shelf Registration ceases to be effective for any
          reason at any time during the Effectiveness Period (other than because
          of the sale of all of the securities registered thereunder), the
          Issuers shall use their best efforts to obtain the prompt withdrawal
          of any order suspending the effectiveness thereof, and in any event
          shall within 30 days of such cessation of effectiveness amend such
          Shelf Registration in a manner to obtain the withdrawal of the order
          suspending the effectiveness thereof, or file (and cause any then
          existing Subsidiary Guarantor to file) an additional "shelf"
          Registration Statement pursuant to Rule 415 covering all of the
          Registrable Units covered by and not sold under the Initial Shelf
          Registration or an earlier Subsequent Shelf Registration (a
          "SUBSEQUENT SHELF REGISTRATION"). If a Subsequent Shelf Registration
          is filed, the Issuers shall use their best efforts to cause the
          Subsequent Shelf Registration to be declared effective as soon as
          practicable after such filing and to keep such Subsequent Shelf
          Registration continuously effective for a period equal to the number
          of days in the Effectiveness Period less the aggregate number of days
          during which the Initial Shelf Registration or any Subsequent Shelf
          Registration was previously continuously effective. As used herein the
          term "Shelf Registration" means the Initial Shelf Registration and any
          Subsequent Shelf Registrations

     (c)  SUPPLEMENTS AND AMENDMENTS. The Issuers shall promptly supplement and
          amend any Shelf Registration if required by the rules, regulations or
          instructions applicable to the registration form used for such Shelf
          Registration, if required by the Securities Act, or if reasonably
          requested by the Holders of a majority of the Registrable Units
          covered by such Shelf Registration or by any underwriter of such
          Registrable Units.

4.   ADDITIONAL INTEREST

     (a)  The Issuers acknowledge and agree that the Holders of Registrable
          Units will suffer damages if the Issuers fail to fulfill their
          material obligations under Section 2 or Section 3 hereof and that it
          would not be feasible to ascertain the extent of such damages with
          precision. Accordingly, the Issuers agree to pay additional

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          interest on the Notes ("ADDITIONAL INTEREST") under the circumstances
          and to the extent set forth below (each of which shall be given
          independent effect):

          (i)    if neither the Exchange Registration Statement nor the Initial
                 Shelf Registration has been filed on or prior to the Filing
                 Date, Additional Interest shall accrue on the Notes over and
                 above any stated interest at a rate of 0.25% per annum of the
                 principal amount of such Notes for the first 90 days
                 immediately following the Filing Date, such Additional Interest
                 rate increasing by an additional 0.25% per annum at the
                 beginning of each subsequent 90-day period;

          (ii)   if neither the Exchange Registration Statement nor the Initial
                 Shelf Registration is declared effective on or prior to the
                 Effectiveness Date, Additional Interest shall accrue on the
                 Notes over and above any stated interest at a rate of 0.25% per
                 annum of the principal amount of such Notes for the first 90
                 days immediately following the Effectiveness Date, such
                 Additional Interest rate increasing by an additional 0.25% per
                 annum at the beginning of each subsequent 90-day period;

          (iii)  if (A) the Issuers (and any then existing Subsidiary Guarantor)
                 have not exchanged Exchange Units for all Units validly
                 tendered in accordance with the terms of the Exchange Offer on
                 or prior to the 30 Business Days after the Effectiveness Date,
                 (B) the Exchange Registration Statement ceases to be effective
                 at any time prior to the time that the Exchange Offer is
                 consummated, (C) if applicable, a Shelf Registration has been
                 declared effective and such Shelf Registration ceases to be
                 effective at any time prior to the second anniversary of its
                 effective date (other than such time as all Units have been
                 disposed of thereunder) and is not declared effective again
                 within 30 days, or (D) pending the announcement of a material
                 corporate transaction, the Issuers issue a written notice
                 pursuant to Section 6(e)(v) or (vi) that a Shelf Registration
                 Statement or Exchange Registration Statement is unusable and
                 the aggregate number of days in any 365-day period for which
                 all such notices issued or required to be issued, have been, or
                 were required to be, in effect exceeds 120 days in the
                 aggregate or 30 days consecutively, in the case of a Shelf
                 Registration statement, or 15 days in the aggregate in the case
                 of an Exchange Registration Statement, then Additional Interest
                 shall accrue on the Notes, over and above any stated interest,
                 at a rate of 0.25% per annum of the principal amount of such
                 Notes commencing on (w) the 31st Business Day after the
                 Effectiveness Date, in the case of (A) above, or (x) the date
                 the Exchange Registration Statement ceases to be effective
                 without being declared effective again within 30 days, in the
                 case of clause (B) above, or (y) the day such Shelf
                 Registration ceases to be effective in the case of (C) above,
                 or (z) the day the Exchange Registration Statement or Shelf
                 Registration ceases to be usable in case of clause (D) above,
                 such Additional Interest rate increasing by an additional 0.25%
                 per annum at the beginning of each such subsequent 90-day
                 period;

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                 PROVIDED, HOWEVER, that the maximum Additional Interest rate on
                 the Notes may not exceed at any one time in the aggregate 1.00%
                 per annum; and PROVIDED FURTHER, that (1) upon the filing of
                 the Exchange Registration Statement or Initial Shelf
                 Registration (in the case of (i) above), (2) upon the
                 effectiveness of the Exchange Registration Statement or Initial
                 Shelf Registration (in the case of (ii) above), or (3) upon the
                 exchange of Exchange Units for all Units tendered (in the case
                 of (iii)(A) above), or upon the effectiveness of the Exchange
                 Registration Statement that had ceased to remain effective (in
                 the case of clause (iii)(B) above), or upon the effectiveness
                 of a Shelf Registration which had ceased to remain effective
                 (in the case of (iii)(C) above), Additional Interest on the
                 Notes as a result of such clause (or the relevant subclause
                 thereof) or upon the effectiveness of such Registration
                 Statement or Exchange Registration Statement (in the case of
                 clause (iii)(D) above), as the case may be, shall cease to
                 accrue.

     (b)  The Issuers shall notify the Trustee within 3 Business Days after each
          and every date on which an event occurs in respect of which Additional
          Interest is required to be paid (an "EVENT DATE"). Any amounts of
          Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii)
          of this Section 4 will be payable in cash, on the dates and in the
          manner provided in the Indenture and whether or not any cash interest
          would then be payable on such date, commencing with the first such
          semi-annual date occurring after any such Additional Interest
          commences to accrue. The amount of Additional Interest will be
          determined by multiplying the applicable Additional Interest rate by
          the principal amount of the Notes, multiplied by a fraction, the
          numerator of which is the number of days such Additional Interest rate
          was applicable during such period (determined on the basis of a
          360-day year comprised of twelve 30-day months and, in the case of a
          partial month, the actual number of days elapsed), and the denominator
          of which is 360.

5.   HOLD-BACK AGREEMENTS

     The Issuers agree that they will not effect any public or private sale or
distribution (including a sale pursuant to Regulation D under the Securities
Act) of any securities the same as or similar to those covered by a Registration
Statement filed pursuant to Section 2 or 3 hereof (other than Additional Units
(as defined in the Indenture) issued under the Indenture), or any securities
convertible into or exchangeable or exercisable for such securities, during the
10 days prior to, and during the 90-day period beginning on, the effective date
of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless
the Holders of a majority of the Registrable Units to be included in such
Registration Statement consent.

6.   REGISTRATION PROCEDURES

     In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the
sale of such securities covered thereby in accordance with the intended method
or methods of disposition thereof, and pursuant thereto and in connection with
any Registration Statement filed by the Issuers hereunder, the Issuers shall:

                                       11
<Page>

     (a)  Prepare and file with the SEC as soon as practicable after the date
          hereof but in any event on or prior to the Filing Date, the Exchange
          Registration Statement or if the Exchange Registration Statement is
          not filed because of the circumstances contemplated by Section
          2(j)(ii), a Shelf Registration as prescribed by Section 3, and use
          their best efforts to cause each such Registration Statement to become
          effective and remain effective as provided herein; PROVIDED that, if
          (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period relating thereto, before filing any
          Registration Statement or Prospectus or any amendments or supplements
          thereto the Issuers shall, if requested, furnish to and afford the
          Holders of the Registrable Units to be registered pursuant to such
          Shelf Registration Statement, or each Participating Broker-Dealer and
          to their counsel and the managing underwriters, if any, a reasonable
          opportunity to review copies of all such documents (including copies
          of any documents to be incorporated by reference therein and all
          exhibits thereto) proposed to be filed (in each case at least 5
          Business Days prior to such filing). The Issuers shall not file any
          such Registration Statement or Prospectus or any amendments or
          supplements thereto in respect of which the Holders must provide
          information for the inclusion therein without the Holders being
          afforded an opportunity to review such documentation if the holders of
          a majority of the Registrable Units covered by such Registration
          Statement, or any such Participating Broker-Dealer, as the case may
          be, their counsel, or the managing underwriters, if any, shall
          reasonably object in writing on a timely basis.

     (b)  Provide an indenture trustee for the Registrable Units, the Exchange
          Units or the Private Exchange Units, as the case may be, and cause the
          Indenture (or other indenture relating to the Registrable Units) to be
          qualified under the TIA not later than the effective date of the first
          Registration Statement; and in connection therewith, cooperate with
          the trustee under any indenture and the Holders of the Registrable
          Units to effect such changes to such indenture as may be required for
          such indenture to be so qualified in accordance with the terms of the
          TIA; and execute, and use their best efforts to cause such trustee to
          execute, all documents as may be required to effect such changes, and
          all other forms and documents required to be filed with the SEC to
          enable such indenture to be so qualified in a timely manner.

     (c)  Prepare and file with the SEC such amendments and post-effective
          amendments to each Shelf Registration or Exchange Registration
          Statement, as the case may be, as may be necessary to keep such
          Registration Statement continuously effective for the Effectiveness
          Period or the Applicable Period, as the case may because the related
          Prospectus to be supplemented by any Prospectus supplement required by
          applicable law, and as so supplemented to be filed pursuant to Rule
          424 (or any similar provisions then in force) promulgated under the
          Securities Act; and comply with the provisions of the Securities Act
          and the Exchange Act applicable to them with respect to the
          disposition of all securities covered by such

                                       12
<Page>

          Registration Statement as so amended or in such Prospectus as so
          supplemented and with respect to the subsequent resale of any
          securities being sold by a Participating Broker-Dealer covered by any
          such Prospectus. The Issuers shall not, during the Applicable Period,
          voluntarily take any action that would result in selling Holders of
          the Registrable Units covered by a Registration Statement or
          Participating Broker-Dealers seeking to sell Exchange Units not being
          able to sell such Registrable Units or such Exchange Units during that
          period, unless such action is required by applicable law, rule or
          regulation or permitted by this Agreement.

     (d)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period relating thereto, furnish to such
          selling Holders and Participating Broker-Dealers who so request in
          writing (i) one conformed copy of such Registration Statement and of
          each amendment and supplement thereto (in each case including any
          documents incorporated therein by reference and all exhibits), (ii)
          one conformed copy of the Prospectus included in such Registration
          Statement (including each preliminary Prospectus) and each amendment
          or supplement thereto, and such reasonable number of copies of the
          final Prospectus as filed by the Issuers pursuant to Rule 424(b) under
          the Securities Act, in conformity with the requirements of the
          Securities Act and each amendment or supplement thereto, and (iii)
          such other documents incorporated by reference in the Prospectus
          (including any amendments required to be filed pursuant to clause (c)
          of this Section), as any such Person may reasonably request. Subject
          to Section 6(v), the Issuers hereby consent to the use of the
          Prospectus by each of the selling Holders of Registrable Units or each
          such Participating Broker-Dealer, as the case may be, and the
          underwriters or agents, if any, and dealers, if any, in connection
          with the offering and sale of the Registrable Units covered by, or the
          sale by Participating Broker-Dealers of the Exchange Units pursuant
          to, such Prospectus and any amendment thereto.

     (e)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period relating thereto. The Issuers shall
          notify in writing the selling Holders of Registrable Units, or each
          such Participating Broker-Dealer, as the case may be, their counsel
          and the managing underwriters, if any, promptly (but in any event
          within 2 Business Days) (i) when a Prospectus or any prospectus
          supplement or post-effective amendment has been filed, and, with
          respect to a Registration Statement or any post-effective amendment,
          when the same has become effective (including in such notice a written
          statement that any Holder may, upon request, obtain, without charge,
          one conformed copy of such Registration Statement or post-effective
          amendment including financial statements and schedules, documents
          incorporated or deemed to be incorporated by reference and exhibits),
          (ii) of the

                                       13
<Page>

          issuance by the SEC of any stop order suspending the effectiveness of
          a Registration Statement or of any order preventing or suspending the
          use of any Prospectus or the initiation of any proceedings for that
          purpose, (iii) if at any time when a Prospectus is required by the
          Securities Act to be delivered in connection with sales of the
          Registrable Units the representations and warranties of the Issuers
          contained in any agreement (including any underwriting agreement)
          contemplated by Section 6(n) hereof cease to be true and correct, (iv)
          of the receipt by the Issuers of any notification with respect to the
          suspension of the qualification or exemption from qualification of a
          Registration Statement or any of the Registrable Units or the Exchange
          Units to be sold by any Participating Broker-Dealer for offer or sale
          in any jurisdiction, or the initiation or threatening of any
          proceeding for such purpose, (v) of the happening of any event, the
          existence of any condition of any information becoming known that
          makes any statement made in such Registration Statement or related
          Prospectus or any document incorporated or deemed to be incorporated
          therein by reference untrue in any material respect or that requires
          the making of any changes in, or amendments or supplements to, such
          Registration Statement, Prospectus or documents so that, in the case
          of the Registration Statement and the Prospectus, it will not contain
          any untrue statement of a material fact or omit to state any material
          fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading and (vi) of any reasonable determination by the Issuers
          that a post-effective amendment to a Registration Statement would be
          appropriate.

     (f)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period, use their best efforts to prevent
          the issuance of any order suspending the effectiveness of a
          Registration Statement or of any order preventing or suspending the
          use of a Prospectus or suspending the qualification (or exemption from
          qualification) of any of the Registrable Units or the Exchange Units
          to be sold by any Participating Broker-Dealer, for sale in any
          jurisdiction, and, if any such order is issued, to use their best
          efforts to obtain the withdrawal of any such order at the earliest
          possible date.

     (g)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period or (C) reasonably requested in
          writing by the managing underwriters, if any, or the Holders of a
          majority of the Registrable Units being sold in connection with an
          underwritten offering, (i) promptly incorporate in a prospectus
          supplement or post-effective amendment such information or revisions
          to information therein relating to such underwriters or selling
          Holders as the managing underwriters, if any, or such Holders or their
          counsel reasonably request to be included or made therein and (ii)
          make all required filings of such prospectus supplement or such

                                       14
<Page>

          post-effective amendment as soon as practicable after the Issuers have
          received notification of the matters to be incorporated in such
          prospectus supplements or post-effective amendment.

     (h)  Prior to any public offering of Registrable Units or any delivery of a
          Prospectus contained in the Exchange Registration Statement by any
          Participating Broker-Dealer who seeks to sell Exchange Units during
          the Applicable Period, use their best efforts to register or qualify,
          and to cooperate with the selling Holders of Registrable Units or each
          such Participating Broker-Dealer, as the case may be, the
          underwriters, if any, and their respective counsel in connection with
          the registration or qualification (or exemption from such registration
          or qualification) of such Registrable Units or Exchange Units, as the
          case may be, for offer and sale under the securities or Blue Sky laws
          of such jurisdictions within the United States as any selling Holder,
          Participating Broker-Dealer or any managing underwriter or
          underwriters, if any, reasonably request in writing; PROVIDED that
          where Exchange Units held by Participating Broker-Dealers or
          Registrable Units are offered other than through an underwritten
          offering, the Issuers agree to cause their counsel to perform Blue Sky
          investigations and file any registrations and qualifications required
          to be filed pursuant to this Section 6(h), keep each such registration
          or qualification (or exemption therefrom) effective during the period
          such Registration Statement is required to be kept effective and do
          any and all other acts or things reasonably necessary or advisable to
          enable the disposition in such jurisdictions of the Exchange Units
          held by Participating Broker-Dealers or the Registrable Units covered
          by the applicable Registration Statement; PROVIDED that neither the
          Issuers nor any existing Subsidiary Guarantor shall be required to (A)
          qualify generally to do business in any jurisdiction where it is not
          then so qualified, (B) take any action that would subject it to
          general service of process in any such jurisdiction where it is not
          then so subject or (C) subject itself to taxation in any such
          jurisdiction where it is not then so subject.

     (i)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is requested to be delivered under the
          Securities Act by any Participating Broker-Dealer who seeks to sell
          Exchange Units during the Applicable Period, cooperate with the
          selling Holders of Registrable Units and the managing underwriter or
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Units to be sold,
          which certificates shall not bear any restrictive legends and shall be
          in a form eligible for deposit with The Depository Trust Company, and
          enable such Registrable Units to be in such denominations and
          registered in such names as the managing underwriter or underwriters,
          if any, or Holders may reasonably request in writing.

     (j)  Use their best efforts to cause the Registrable Units covered by any
          Registration Statement to be registered with or approved by such
          governmental agencies or authorities as may be necessary to enable the
          seller or sellers thereof or the underwriter, if any, to consummate
          the disposition of such Registrable Units, except as may be required
          solely as a consequence of the nature of such selling

                                       15
<Page>

          Holder's business, in which case the Issuers will cooperate in all
          reasonable respects with the filing of such Registration Statement and
          the granting of such approvals; PROVIDED that neither the Issuers nor
          any existing Subsidiary Guarantor shall be required to (A) qualify
          generally to do business in any jurisdiction where it is not then so
          qualified, (B) take any action that would subject it to general
          service of process in any such jurisdiction where it is not then so
          subject or (C) subject itself to taxation in any such jurisdiction
          where it is not then so subject.

     (k)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period, upon the occurrence of any event
          contemplated by paragraph 6(e)(v) or 6(e)(vi) hereof, as promptly as
          practicable, prepare and file with the SEC, at the expense of the
          Issuers, a supplement or post-effective amendment to the Registration
          Statement or a supplement to the related Prospectus or any document
          incorporated or deemed to be incorporated therein by reference, or
          file any other required document so that, as thereafter delivered to
          the purchasers of the Registrable Units being sold thereunder or to
          the purchasers of the Exchange Units to whom such Prospectus will be
          delivered by a Participating Broker-Dealer, such Prospectus will not
          contain an untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading. Notwithstanding the foregoing, the Issuer
          shall not be required to amend or supplement a Registration Statement,
          any related Prospectus or any document incorporated therein by
          reference, in the event that, and for a period not to exceed an
          aggregate of 75 days in any calendar year if, (i) an event occurs and
          is continuing as a result of which a Shelf Registration would, in the
          Issuer's good faith judgment, contain an untrue statement of a
          material fact or omit to state a material fact necessary in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading, and (ii) (a) the Issuer
          determines in its good faith judgment that the disclosure of such
          event at such time would have a material adverse effect on the
          business, operations or prospects of the Issuer or (b) the disclosure
          otherwise relates to a pending material business transaction that has
          not yet been publicly disclosed.

     (l)  Use their best efforts to cause the Registrable Units covered by a
          Registration Statement to be rated with such appropriate rating
          agencies, if so requested by the Holders of a majority of the
          Registrable Units covered by such Registration Statement or the
          managing underwriter or underwriters, if any.

     (m)  Prior to the initial issuance of the Exchange Units, (i) provide the
          Trustee with one or more certificates for the Registrable Units in a
          form eligible for deposit with The Depository Trust Company and (ii)
          provide a CUSIP number for the Exchange Units.

                                       16
<Page>

     (n)  If a Shelf Registration is filed pursuant to Section 3, enter into
          such agreements (including an underwriting agreement in form, scope
          and substance as is customary in underwritten offerings of debt
          securities similar to the Units, as may be appropriate in the
          circumstances) and take all such other actions in connection therewith
          (including those reasonably requested in writing by the managing
          underwriters, if any, or the Holders of a majority of the Registrable
          Units being sold) in order to expedite or facilitate the registration
          or the disposition of such Registrable Units, and in such connection,
          whether or not an underwriting agreement is entered into and whether
          or not the registration is an Underwritten Registration, (i) make such
          representations and warranties to the Holders and the underwriters, if
          any, with respect to the business of the Issuers and their
          subsidiaries as then conducted, and the Registration Statement,
          Prospectus and documents, if any, incorporated or deemed to be
          incorporated by reference therein, in each case, in form, substance
          and scope as are customarily made by issuers to underwriters in
          underwritten offerings of debt securities similar to the Units, as may
          be appropriate in the circumstances, and confirm the same if and when
          reasonably required; (ii) obtain opinions of counsel to the Issuers
          and updates thereof (which opinions (in form, scope and substance)
          shall be reasonably satisfactory to the managing underwriters, if any,
          and the Holders of a majority of the Registrable Units being sold),
          addressed to each selling Holder and each of the underwriters, if any,
          covering the matters customarily covered in opinions of counsel to the
          Issuers requested in underwritten offerings of debt securities similar
          to the Units, as may be appropriate in the circumstances; (iii) obtain
          "cold comfort" letters and updates thereof (which letters and updates
          from the independent auditors of the Issuers (and, if necessary, any
          other independent certified public accountants of any subsidiary of
          the Issuers or of any business acquired by the Issuers for which
          financial statements and financial data are, or are required to be,
          included in the Registration Statement), addressed to each of the
          underwriters, such letters to be in customary form and covering
          matters of the type customarily covered in "cold comfort" letters in
          connection with underwritten offerings of debt securities similar to
          the Units, as may be appropriate in the circumstances, and such other
          matters as reasonably requested by the underwriters; and (iv) deliver
          such documents and certificates as may be reasonably requested in
          writing by the Holders of a majority of the Registrable Units being
          sold and the managing underwriters, if any, to evidence the continued
          validity of the representations and warranties of the Issuers and
          their subsidiaries made pursuant to clause (i) above and to evidence
          compliance with any conditions contained in the underwriting agreement
          or other similar agreement entered into by the Issuers.

     (o)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Units during the Applicable Period, make available for inspection by
          any selling Holder of such Registrable Units being sold, or each such
          Participating Broker-Dealer, as the case may be, any underwriter
          participating in any such disposition of Registrable Units, if any,
          and

                                       17
<Page>

          any attorney, accountant or other agent retained by any such selling
          Holder or each such Participating Broker-Dealer, as the case may be,
          or underwriter (collectively, the "INSPECTORS"), at the offices where
          normally kept, during reasonable business hours, all financial and
          other records and pertinent corporate documents of the Issuers and
          their subsidiaries (collectively, the "RECORDS") as shall be
          reasonably necessary to enable them to exercise any applicable due
          diligence responsibilities, and cause the officers, directors and
          employees of the Issuers and their subsidiaries to supply all
          information reasonably requested in writing by any such Inspector in
          connection with such Registration Statement. Each Inspector shall
          agree in writing that it will keep the Records confidential and not
          disclose any of the Records unless (i) the disclosure of such Records
          is necessary to avoid or correct a misstatement or omission in such
          Registration Statement, (ii) the release of such Records is ordered
          pursuant to a subpoena or other order from a court of competent
          jurisdiction, (iii) the information in such Records is public or has
          been made generally available to the public other than as a result of
          a disclosure or failure to safeguard by such Inspector or (iv)
          disclosure of such information is, in the reasonable written opinion
          of counsel for any Inspector, necessary or advisable in connection
          with any action, claim, suit or proceeding, directly or indirectly,
          involving or potentially involving such Inspector and arising out of,
          based upon, related to, or involving this Agreement, or any
          transaction contemplated hereby or arising hereunder. Each selling
          Holder of such Registrable Units and each such Participating
          Broker-Dealer will be required to agree that information obtained by
          it as a result of such inspections shall be deemed confidential and
          shall not be used by it as the basis for any market transactions in
          the securities of the Issuers unless and until such is made generally
          available to the public. Each Inspector, each selling Holder of such
          Registrable Units and each such Participating Broker-Dealer will be
          required to further agree that it will, upon learning that disclosure
          of such Records is sought in a court of competent jurisdiction, give
          notice to the Issuers and, to the extent practicable, use their best
          efforts to allow the Issuers, at their expense, to undertake
          appropriate action to prevent disclosure of the Records deemed
          confidential at their expense.

     (p)  Comply with all applicable rules and regulations of the SEC and make
          generally available to the security holders of the Issuers with regard
          to any Applicable Registration Statement earning statements satisfying
          the provisions of section 11(a) of the Securities Act and Rule 158
          thereunder (or any similar rule promulgated under the Securities Act)
          no later than 45 days after the end of any 12-month period (or 90 days
          after the end of any 12-month period if such period is a fiscal year)
          (i) commencing at the end of any fiscal quarter in which Registrable
          Units are sold to underwriters in a firm commitment or best efforts
          underwritten offering and (ii) if not sold to underwriters in such an
          offering, commencing on the first day of the first fiscal quarter of
          the Issuers after the effective date of a Registration Statement,
          which statements shall cover said 12-month periods.

                                       18
<Page>

     (q)  Upon consummation of an Exchange Offer or Private Exchange, obtain an
          opinion of counsel to the Issuers (in form, scope and substance
          reasonably satisfactory to the Purchaser), addressed to the Trustee
          for the benefit of all Holders participating in the Exchange Offer or
          Private Exchange, as the case may be, to the effect that (i) the
          Issuers and the existing Subsidiary Guarantors have duly authorized,
          executed and delivered the Exchange Units or the Private Exchange
          Units, as the case may be, and the Indenture, (ii) the Exchange Units
          or the Private Exchange Units, as the case may be, and the Indenture
          constitute legal, valid and binding obligations of the Issuers and the
          existing Subsidiary Guarantors, enforceable against the Issuers and
          the existing Subsidiary Guarantors in accordance with their respective
          terms, except as such enforcement may be subject to customary United
          States and foreign exceptions and (iii) all obligations of the Issuers
          and the existing Subsidiary Guarantors under the Exchange Units or the
          Private Exchange Units, as the case may be, and the Indenture are
          secured by Liens on the assets securing the obligations of the Issuers
          under the Units, Indenture and Collateral Agreements to the extent and
          as discussed in the Registration Statement.

     (r)  If the Exchange Offer or a Private Exchange is to be consummated, upon
          delivery of the Registrable Units by the Holders to the Issuers (or to
          such other Person as directed by the Issuers) in exchange for the
          Exchange Units or the Private Exchange Units, as the case may be, the
          Issuers shall mark, or caused to be marked, on such Registrable Units
          that the Exchange Units or the Private Exchange Units, as the case may
          be, are being issued as substitute evidence of the indebtedness
          originally evidenced by the Registrable Units; PROVIDED that in no
          event shall such Registrable Units be marked as paid or otherwise
          satisfied.

     (s)  Cooperate with each seller of Registrable Units covered by any
          Registration Statement and each underwriter, if any, participating in
          the disposition of such Registrable Units and their respective counsel
          in connection with any filings required to be made with the NASD.

     (t)  Use their best efforts to take all other steps reasonably necessary to
          effect the registration of the Registrable Units covered by a
          Registration Statement contemplated hereby.

     (u)  The Issuers may require each seller of Registrable Units or
          Participating Broker-Dealer as to which any registration is being
          effected to furnish to the Issuers such information regarding such
          seller or Participating Broker-Dealer and the distribution of such
          Registrable Units as the Issuers may, from time to time, reasonably
          request. The Issuers may exclude from such registration the
          Registrable Units of any seller who fails to furnish such information
          within a reasonable time (which time in no event shall exceed 45 days)
          after receiving such request. Each seller of Registrable Units or
          Participating Broker-Dealer as to which any registration is being
          effected agrees to furnish promptly to the Issuer all information
          required to be disclosed in order to make the information previously
          furnished by such Seller not materially misleading.

                                       19
<Page>

     (v)  Each Holder of Registrable Units and each Participating Broker-Dealer
          agrees by acquisition of such Registrable Units or Exchange Units to
          be sold by such Participating Broker-Dealer, as the case may be, that,
          upon receipt of any notice from the Issuers of the happening of any
          event of the kind described in Section 6(e)(ii), 6(e)(iv), 6(e)(v), or
          6(e)(vi), such Holder will forthwith discontinue disposition of such
          Registrable Units covered by a Registration Statement and such
          Participating Broker-Dealer will forthwith discontinue disposition of
          such Exchange Units pursuant to any Prospectus and, in each case,
          forthwith discontinue dissemination of such Prospectus until such
          Holder's or Participating Broker-Dealer's receipt of the copies of the
          supplemented or amended Prospectus contemplated by Section 6(k), or
          until it is advised in writing (the "ADVICE") by the Issuers that the
          use of the applicable Prospectus may be resumed, and has received
          copies of any amendments or supplements thereto and, if so directed by
          the Issuers, such Holder or Participating Broker-Dealer, as the case
          may be, will deliver to the Issuers all copies, other than permanent
          file copies, then in such Holder's or Participating Broker-Dealer's
          possession, of the Prospectus covering such Registrable Units current
          at the time of the receipt of such notice. In the event the Issuers
          shall give any such notice, the Applicable Period shall be extended by
          the number of days during such periods from and including the date of
          the giving of such notice to and including the date when each
          Participating Broker-Dealer shall have received (x) the copies of the
          supplemented or amended Prospectus contemplated by Section 6(k) or (y)
          the Advice.

7.   REGISTRATION EXPENSES

     (a)  All fees and expenses incident to the performance of or compliance
          with this Agreement by the Issuers shall be borne by the Issuers,
          whether or not the Exchange Offer or a Shelf Registration is filed or
          becomes effective, including, without limitation, (i) all registration
          and filing fees, including, without limitation, (A) fees with respect
          to filings required to be made with the NASD in connection with any
          underwritten offering and (B) fees and expenses of compliance with
          state securities or Blue Sky laws as provided in Section 6(h) hereof,
          (ii) printing expenses, including, without limitation, expenses of
          printing Prospectuses if the printing of Prospectuses is requested by
          the managing underwriter or underwriters, if any, or by the Holders of
          a majority of the Registrable Units included in any Registration
          Statement or by any Participating Broker-Dealer during the Applicable
          Period, as the case may be, (iii) messenger, telephone and delivery
          expenses incurred in connection with the performance of their
          obligations hereunder, (iv) fees and disbursements of counsel for the
          Issuers, (v) fees and disbursements of all independent auditors
          referred to in Section 6 (including, without limitation, the expenses
          of any special audit and "cold comfort" letters required by or
          incident to such performance), (vi) rating agency fees, (vii)
          Securities Act liability insurance, if the Issuers desire such
          insurance, (viii) fees and expenses of all other Persons retained by
          the Issuers, (ix) internal expenses of the Issuers (including, without
          limitation, all salaries and expenses of officers and employees of the
          Issuers performing legal or accounting duties), (x) the expense of any
          annual audit, (xi) the fees and expenses of the Trustee and the

                                       20
<Page>

          Exchange Agent and (xii) the expenses relating to printing, word
          processing and distributing all Registration Statements, underwriting
          agreements, securities sales agreements, indentures and any other
          documents necessary in order to comply with this Agreement.

     (b)  The Issuers shall reimburse the Holders for the reasonable fees and
          disbursements of not more than one counsel chosen by the Holders of a
          majority of the Registrable Units to be included in any Registration
          Statement. The Issuers shall pay all documentary, stamp, transfer or
          other issue taxes attributable to the issuance or delivery of the
          Exchange Units or Private Exchange Units in exchange for the Units;
          PROVIDED that the Issuers shall not be required to pay taxes payable
          in respect of any transfer involved in the issuance or delivery of any
          Exchange Unit or Private Exchange Unit in a name other than that of
          the Holder of the Unit in respect of which such Exchange Unit or
          Private Exchange Unit is being issued. The Issuers shall reimburse the
          Holders for fees and expenses (including reasonable fees and expenses
          of counsel to the Holders) relating to any enforcement of any rights
          of the Holders under this Agreement.

8.   INDEMNIFICATION

     (a)  INDEMNIFICATION BY THE ISSUERS. The Issuers shall (and shall cause
          each Subsidiary Guarantor, jointly and severally, to), without
          limitation as to time, indemnify and hold harmless each Holder of
          Registrable Units, Exchange Units or Private Exchange Units and each
          Participating Broker-Dealer selling Exchange Units during the
          Applicable Period, each Person, if any, who controls each such Holder
          (within the meaning of Section 15 of the Securities Act or Section
          20(a) of the Exchange Act) and the officers, directors and partners of
          each such Holder, Participating Broker-Dealer and controlling person,
          to the fullest extent lawful, from and against any and all losses,
          claims, damages, liabilities, costs (including, without limitation,
          reasonable costs of preparation and reasonable attorneys' fees as
          provided in this Section 8) and expenses (including, without
          limitation, reasonable costs and expenses incurred in connection with
          investigating, preparing, pursuing or defending against any of the
          foregoing) (collectively, "LOSSES"), as incurred, directly or
          indirectly caused by, related to, based upon, arising out of or in
          connection with any untrue or alleged untrue statement of a material
          fact contained in any Registration Statement, Prospectus or form of
          prospectus, or in any amendment or supplement thereto, or in any
          preliminary prospectus, or any omission or alleged omission to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein, in light of the circumstances under which
          they were made, not misleading, except insofar as such Losses are
          solely based upon information relating to such Holder or Participating
          Broker-Dealer and furnished in writing to the Issuers (or reviewed and
          approved in writing) by such Holder or Participating Broker-Dealer or
          their counsel expressly for use therein; PROVIDED, HOWEVER, that the
          Issuers will not be liable to any Indemnified Party (as defined below)
          under this Section 8 to the extent Losses were solely caused by an
          untrue statement or omission or alleged untrue statement or omission
          that was contained or made in any preliminary

                                       21
<Page>

          prospectus and corrected in the Prospectus or any amendment or
          supplement thereto if (i) the Prospectus does not contain any other
          untrue statement or omission or alleged untrue statement or omission
          of a material fact that was the subject matter of the related
          proceeding, (ii) any such Losses resulted from an action, claim or
          suit by any Person who purchased Registrable Units or Exchange Units
          which are the subject thereof from such Indemnified Party and (iii) it
          is established in the related proceeding that such Indemnified Party
          failed to deliver or provide a copy of the Prospectus (as amended or
          supplemented) to such Person with or prior to the confirmation of the
          sale of such Registrable Units or Exchange Units sold to such Person
          if required by applicable law, unless such failure to deliver or
          provide a copy of the Prospectus (as amended or supplemented) was a
          result of noncompliance by the Issuers with Section 6 of this
          Agreement. The Issuers shall also indemnify underwriters, selling
          brokers, dealer managers and similar securities industry professionals
          participating in the distribution, their officers, directors, agents
          and employees and each Person who controls such Persons (within the
          meaning of Section 5 of the Securities Act or Section 20(a) of the
          Exchange Act) to the same extent as provided above with respect to the
          indemnification of the Holders or the Participating Broker-Dealer.

     (b)  INDEMNIFICATION BY HOLDER. In connection with any Registration
          Statement, Prospectus or form of prospectus, any amendment or
          supplement thereto, or any preliminary prospectus in which a Holder is
          participating, such Holder shall furnish to the Issuers in writing
          such information as the Issuers reasonably request for use in
          connection with any Registration Statement, Prospectus or form of
          prospectus, any amendment or supplement thereto, or any preliminary
          prospectus and shall, without limitation as to time, indemnify and
          hold harmless the Issuers, their directors and each Person, if any,
          who controls the Issuers (within the meaning of Section 15 of the
          Securities Act and Section 20(a) of the Exchange Act), and the
          directors, officers and partners of such controlling persons, to the
          fullest extent lawful, from and against all Losses arising out of or
          based upon any untrue or alleged untrue statement of a material fact
          contained in any Registration Statement, Prospectus or form of
          prospectus or in any amendment or supplement thereto or in any
          preliminary prospectus, or any omission or alleged omission to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading to the extent, but only to the
          extent, that such losses are finally judicially determined by a court
          of competent jurisdiction in a final, unappealable order to have
          resulted solely from an untrue statement or alleged untrue statement
          of a material fact or omission or alleged omission of a material fact
          contained in or omitted from any information so furnished in writing
          by such Holder to the Issuers expressly for use therein.
          Notwithstanding the foregoing, in no event shall the liability of any
          selling Holder be greater in amount than the dollar amount of the
          proceeds (net of payment of all expenses) received by such Holder upon
          the sale of the Registrable Units giving rise to such indemnification
          obligation.

     (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any proceeding shall be
          brought or asserted against any Person entitled to indemnity hereunder
          (an "INDEMNIFIED

                                       22
<Page>

          PARTY"), such Indemnified Party shall promptly notify the party or
          parties from which such indemnity is sought (the "INDEMNIFYING PARTY"
          or "INDEMNIFYING PARTIES", as applicable) in writing; PROVIDED, that
          the failure to so notify the Indemnifying Parties shall not relieve
          the Indemnifying Parties from any obligation or liability except to
          the extent (but only to the extent) that it shall be finally
          determined by a court of competent jurisdiction (which determination
          is not subject to appeal) that the Indemnifying Parties have been
          prejudiced materially by such failure.

     The Indemnifying Party shall have the right, exercisable by giving written
notice to an Indemnified Party, within 20 Business Days after receipt of written
notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, PROVIDED, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or parties unless: (1) the
Indemnifying Party has agreed to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
proceeding or shall have failed to employ counsel reasonably satisfactory to
such Indemnified Party; or (3) the named parties to any such proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such proceeding or separate but substantially similar or related
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).

     No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

     (d)  CONTRIBUTION. If the indemnification provided for in this Section 8 is
          unavailable to an Indemnified Party or is insufficient to hold such
          Indemnified Party harmless for any Losses in respect of which this
          Section 8 would otherwise apply by its

                                       23
<Page>

          terms (other than by reason of exceptions provided in this Section 8),
          then each applicable Indemnifying Party, in lieu of indemnifying such
          Indemnified Party, shall have a joint and several obligation to
          contribute to the amount paid or payable by such Indemnified Party as
          a result of such Losses, in such proportion as is appropriate to
          reflect the relative fault of the Indemnifying Party, on the one hand,
          and such Indemnified Party, on the other hand, in connection with the
          actions, statements or omissions that resulted in such Losses as well
          as any other relevant equitable considerations. The relative fault of
          such Indemnifying Party, on the one hand, and Indemnified Party, on
          the other hand, shall be determined by reference to, among other
          things, whether any untrue or alleged untrue statement of a material
          fact or omission or alleged omission to state a material fact relates
          to information supplied by such Indemnifying Party or Indemnified
          Party, and the parties' relative intent, knowledge, access to
          information and opportunity to correct or prevent any such statement
          or omission. The amount paid or payable by an Indemnified Party as a
          result of any Losses shall be deemed to include any legal or other
          fees or expenses incurred by such party in connection with any
          proceeding, to the extent such party would have been indemnified for
          such fees or expenses if the indemnification provided for in Section
          8(a) or 8(b) was available to such party.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "MAXIMUM CONTRIBUTION
AMOUNT" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Units or Exchange Units over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     The indemnity and contribution agreements contained in this Section 8 are
in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

9.   RULES 144 AND 144A

     The Issuers covenant that they shall (a) file the reports required to be
filed by them (if so required) under the Securities Act and the Exchange Act in
a timely manner and, if at any time the Issuers are not required to file such
reports, they will, upon the request of any Holder of Registrable Units, make
publicly available other information necessary to permit sales pursuant to Rule
144 and 144A and (b) take such further action as any Holder may reasonably
request in writing, all to the extent required from time to time to enable such
Holder to sell Registrable Units without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request
of any Holder, the Issuers shall deliver to such Holder a written statement as
to whether they have complied with such information and requirements.

                                       24
<Page>

10.  UNDERWRITTEN REGISTRATIONS OF REGISTRABLE UNITS

     If any of the Registrable Units covered by any Shelf Registration is to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Holders of a majority of such Registrable Units included in such offering;
PROVIDED, HOWEVER, that such investment banker or investment bankers and manager
or managers must be reasonably acceptable to the Issuers.

     No Holder of Registrable Units may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Units on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

11.  MISCELLANEOUS

     (a)  NO INCONSISTENT AGREEMENTS. The Issuers have not entered, as of the
          date hereof, and the Issuers shall not enter, after the date of this
          Agreement, into any agreement with respect to any of their securities
          that is inconsistent with the rights granted to the Holders of
          Securities in this Agreement or otherwise conflicts with the
          provisions hereof. The Issuers have not entered and will not enter
          into any agreement with respect to any of their securities that will
          grant to any Person piggy-back rights with respect to a Registration
          Statement.

     (b)  ADJUSTMENTS AFFECTING REGISTRABLE UNITS. The Issuers shall not,
          directly or indirectly, take any action with respect to the
          Registrable Units as a class that would adversely affect the ability
          of the Holders to include such Registrable Units in a registration
          undertaken pursuant to this Agreement.

     (c)  AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
          amended, modified or supplemented, and waivers or consents to
          departures from the provisions hereof may not be given, otherwise than
          with the prior written consent of in circumstances that would
          adversely affect any Holders of Registrable Units, the Holders of not
          less than a majority of the then outstanding Registrable Units
          PROVIDED, HOWEVER, that Section 8 and this Section 11(c) may not be
          amended, modified or supplemented without the prior written consent of
          each Holder. Notwithstanding the foregoing, a waiver or consent to
          depart from the provisions hereof with respect to a matter that
          relates exclusively to the rights of Holders of Registrable Units
          whose securities are being tendered pursuant to the Exchange Offer or
          sold pursuant to a Registration Statement and that does not directly
          or indirectly affect, impair, limit or compromise the rights of other
          Holders of Registrable Units may be given by Holders of at least a
          majority of the Registrable Units being tendered or being sold by such
          Holders pursuant to such Registration Statement.

                                       25
<Page>

     (d)  NOTICES. All notices and other communications provided for or
          permitted hereunder shall be made in writing by hand delivery,
          registered first-class mail, next-day air courier or telecopier:

          (i)    if to a Holder of Securities or to any Participating
                 Broker-Dealer, at the most current address of such Holder or
                 Participating Broker-Dealer, as the case may be, set forth on
                 the records of the registrar of the Units, with a copy in like
                 manner to the Initial Purchaser as follows:

                    Jefferies & Company, Inc.
                    11100 Santa Monica Boulevard, 10th Floor
                    Los Angeles, California 90025
                    Facsimile No.: (310) 575-5166
                    Attention: Andrew Booth

                 with a copy to:

                    Mayer, Brown, Rowe & Maw
                    1675 Broadway
                    New York, New York  10019
                    Facsimile No.: (212) 262-1910
                    Attention: Ronald S. Brody, Esq.

          (ii)   if to the Initial Purchaser, at the address specified in
                 Section 12(d)(1);

          (iii)  if to the Issuers, as follows:

                    The Hockey Company
                    3500 Boul. de Maisonneuve Suite 800
                    Montreal, Quebec Canada H3Z 3C1
                    Facsimile No.: (514) 932-6020
                    Attention: Chief Executive Officer

                 with a copy to:

                    Morgan, Lewis & Bockius LLP
                    101 Park Avenue
                    New York, New York 10178
                    Facsimile No.: (212) 309-6273
                    Attention: David W. Pollak, Esq.

     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the United States mail, postage prepaid, if mailed, one
business day after being deposited in the United States mail, postage prepaid,
if mailed; one business day after being timely delivered to a next-day air
courier guaranteeing overnight delivery; and when receipt is acknowledged by the
addressee, if telecopied.

                                       26
<Page>

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

     (e)  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
          and be binding upon the successors and assigns of each of the parties
          hereto, including, without limitation and without the need for an
          express assignment, subsequent Holders of Securities.

     (f)  COUNTERPARTS. This Agreement may be executed in any number of
          counterparts and by the parties hereto in separate counterparts, each
          of which when so executed shall be deemed to be an original and all of
          which taken together shall constitute one and the same agreement.

     (g)  HEADINGS. The headings in this Agreement are for convenience of
          reference only and shall not limit or otherwise affect the meaning
          hereof.

     (h)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
          PRINCIPLES OF CONFLICT OF LAW. THE ISSUERS HEREBY IRREVOCABLY SUBMIT
          TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
          OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
          THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY
          SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
          AGREEMENT, AND IRREVOCABLY ACCEPT FOR THEIR AND IN RESPECT OF THEIR
          PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
          COURTS. THE ISSUERS IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY
          EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
          OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
          OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND
          ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
          COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE ISSUERS
          IRREVOCABLY CONSENT, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO
          UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
          AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
          OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
          THE ISSUERS AT THEIR SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
          DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY
          HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
          COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUERS IN
          ANY OTHER JURISDICTION.

                                       27
<Page>

     (i)  SERVICE OF PROCESS. Sport Maska has, by a separate written instrument,
          irrevocably appointed CT Corporation System, as its authorized agent
          in the Borough of Manhattan in The City of New York upon which process
          may be served in any such suit or proceeding, and agrees that service
          of process upon such agent, and written notice of said service to
          Sport Maska, by the person serving the same to the address provided in
          Section 11(d), shall be deemed in every respect effect service of
          process upon Sport Maska in any such suit or proceeding. Sport Maska
          further agrees to take any and all action as may be necessary to
          maintain such designation and appointment of such agent in full force
          and effect for a period of seven years from the date of this
          Agreement.

     (j)  SEVERABILITY. If any term, provision, covenant or restriction of this
          Agreement is held by a court of competent jurisdiction to be invalid,
          illegal, void or unenforceable, the remainder of the terms,
          provisions, covenants and restrictions set forth herein shall remain
          in full force and effect and shall in no way be affected, impaired or
          invalidated, and the parties hereto shall use their best efforts to
          find and employ an alternative means to achieve the same or
          substantially the same result as that contemplated by such term,
          provision, covenant or restriction. It is hereby stipulated and
          declared to be the intention of the parties that they would have
          executed the remaining terms, provisions, covenants and restrictions
          without including any of such that may be hereafter declared invalid,
          illegal, void or unenforceable.

     (k)  SECURITIES HELD BY THE ISSUERS OR THEIR AFFILIATES. Whenever the
          consent or approval of Holders of a specified percentage of Securities
          is required hereunder, Securities held by the Issuers or their
          affiliates (as such term is defined in Rule 405 under the Securities
          Act) shall not be counted in determining whether such consent or
          approval was given by the Holders of such required percentage.

     (l)  THIRD PARTY BENEFICIARIES. Holders and Participating Broker-Dealers
          are intended third party beneficiaries of this Agreement and this
          Agreement may be enforced by such Persons.

     (m)  ENTIRE AGREEMENT. This Agreement, together with the Purchase
          Agreement, the Indenture and the Collateral Agreements, is intended by
          the parties as a final and exclusive statement of the agreement and
          understanding of the parties hereto in respect of the subject matter
          contained herein and therein and any and all prior oral or written
          agreements, representations, or warranties, contracts, understanding,
          correspondence, conversations and memoranda between the Initial
          Purchaser on the one hand and the Issuers on the other, or between or
          among any agents, representatives, parents, subsidiaries, affiliates,
          predecessors in interest or successors in interest with respect to the
          subject matter hereof and thereof are merged herein and replaced
          hereby.

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<Page>

     (n)  COMPLIANCE WITH CANADIAN SECURITIES LAWS. Notwithstanding any
          provision of this Agreement, the obligations of the Issuers hereunder
          are subject to compliance with applicable Canadian securities laws,
          including, without limitation, the availability of any and all
          exemptions thereunder from the registration and prospectus
          requirements thereof and the obtaining of such other approvals or
          consents that may be required in connection with the transactions
          contemplated by this Agreement. For greater certainty, nothing in this
          Agreement shall require the Issuers to file a prospectus in any
          Canadian jurisdiction to qualify the Registrable Units in Canada for
          purposes of any transactions contemplated by this Agreement.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       29
<Page>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                          THE HOCKEY COMPANY

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

                                          SPORT MASKA INC.

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

ACCEPTED AND AGREED TO:

JEFFERIES & COMPANIES, INC.

By: /s/ Andrew Booth
    -----------------------
Name:  Andrew Booth
Title: Managing Director

                                                   REGISTRATION RIGHTS AGREEMENT

                                       30