NEWPORT BEACH, Calif., Dec. 20 /PRNewswire/ -- Festival Fun Parks, LLC
("Festival") and Palace Finance, Inc. ("Palace") today announced that they
have commenced a cash tender offer to purchase any and all of their
outstanding 10 7/8% Senior Notes due 2014 (the "Notes"). In connection with
the tender offer, Festival and Palace are soliciting consents to eliminate
substantially all of the restrictive covenants and certain events of
default contained in the indenture governing the Notes (the "Indenture").

    The tender offer is scheduled to expire at 12:01 a.m., New York City
time, on January 31, 2008, unless extended. The price that Festival and
Palace will pay for Notes that are tendered and accepted for payment will
be an amount equal to 103% of the principal amount of the Notes ($1,030 per
$1,000 principal amount) plus accrued and unpaid interest up to but
excluding the payment date. Festival and Palace will also pay a consent fee
of 5% of the principal amount of the Notes ($50 per $1,000 principal
amount) for any Notes that are tendered prior to the consent payment
deadline of 5:00 p.m., New York City time, on January 7, 2008. No consent
fee will be paid for Notes tendered after the consent payment deadline.
Holders who tender Notes and deliver consents will not be able to withdraw
or revoke them after the consent payment deadline, except in certain
limited circumstances.

    Holders of Notes may not tender Notes without delivering consents and
may not deliver consents without tendering Notes. The obligation of
Festival and Palace to accept for payment and purchase Notes that are
tendered, and pay for the related consents, is conditioned on, among other
things, receipt of consents to the proposed amendments to the Indenture
from the holders of at least a majority in principal amount of the Notes
not owned by Festival or Palace, or any of their affiliates, being properly
tendered and not validly withdrawn, if permitted, and obtaining sufficient
financing to, among other things, repurchase the Notes pursuant to the
tender offer and the consent solicitation.

    If the requisite number of consents is received prior to the consent
payment deadline, then Festival, Palace and the trustee will execute a
supplemental indenture containing the amendments to the Indenture. The
amendments will not become operative until the payment date and, if they
become operative, will be effective as of the date on which the
supplemental indenture was executed.

    As of December 20, 2007, Festival and Palace have entered into
irrevocable commitment letters with the holders of $99,565,000 principal
amount of the Notes (the "Majority Holders"), pursuant to which the
Majority Holders agreed to irrevocably tender their Notes and deliver their
consents prior to the consent payment deadline on the condition that
Festival and Palace (1) do not reduce the aggregate amount of the tender
consideration and the consent payment to less than 108% of the Notes'
principal amount plus accrued and unpaid interest up to but excluding the
payment date, (2) do not withdraw the tender offer and (3) complete the
tender offer by 5 p.m. New York City time on January 31, 2008. The consents
to be delivered by the Majority Holders constitute the requisite number of
consents. Therefore, unless Festival and Palace take any of the actions
described in (1) through (3) above, the proposed amendments to the
Indenture will be adopted. The Majority Holders did not and will not
receive any additional consideration for entering into the irrevocable
commitment letter or otherwise in connection with the tender offer and the
consent solicitation.

    This announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consent with respect to any
securities. The tender offer and consent solicitation is being made solely
in the Offer to Purchase and Consent Solicitation Statement and
accompanying Consent and Letter of Transmittal, each dated December 20,
2007.

    Festival and Palace have engaged Merrill Lynch & Co. to act as the
dealer manager and solicitation agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and consent solicitation
may be directed to Merrill Lynch toll-free at (888) 654-8637 or collect at
(212) 449-4914. Request for copies of the Offer to Purchase and Consent
Solicitation Statement and the Consent and Letter of Transmittal may be
directed to Global Bondholder Services Corporation, the information agent
for the tender offer and the consent solicitation, at (866) 952-2200.

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