JOINDER TO THE PURCHASE AGREEMENT

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Exhibit 1.2

JOINDER TO THE PURCHASE AGREEMENT

April 12, 2006                             

J.P. Morgan Securities Inc.

As Representative of the
several Initial Purchasers listed
in Schedule 1 to the Purchase
Agreement (as defined)

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

        Reference is made to the Purchase Agreement (the " Purchase Agreement ") dated March 29, 2005, between Palace Entertainment Holdings, Inc., a Delaware corporation (the " Parent "), Palace Funding, Inc., a Delaware corporation (" Funding ") and you as representative of the initial purchasers (the " Initial Purchasers "), concerning the purchase of the Securities (as defined in the Purchase Agreement) from the Issuers by the Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

        Each of the Issuers and the Subsidiary Guarantors listed on the signature pages hereto agree that this joinder agreement is being executed and delivered in connection with the issue and sale of the Securities pursuant to the Purchase Agreement and to induce the Initial Purchasers to purchase the Securities thereunder and is being executed concurrently with the consummation of the Acquisition.

        1.     Joinder.     Each of the parties hereto hereby agrees to be bound by the terms, conditions and other provisions including the representations, warranties, agreements, obligations, acknowledgments, confirmations and understandings of the Purchase Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally as an Issuer or a Subsidiary Guarantor thereunder and as if such party executed the Purchase Agreement on the date thereof. Any rights of the Initial