JOINDER TO THE PURCHASE AGREEMENTAssumption 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.
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