NEW YORK, NY, February 27, 2006 - MidOcean Partners, a New York and London-based private investment firm, today announced the signing of a definitive agreement to acquire Palace Entertainment, the largest operator of water parks and family entertainment centers in the United States. Palace Entertainment is being acquired from an investor group led by Windward Capital. Terms of the transaction were not disclosed.

Palace Entertainment owns and manages a geographically-diverse portfolio of 32 family-oriented parks in eight states, operating under established brand names such as Boomers!®, Malibu Grand Prix®, Mountasia™, Raging Waters®, SpeedZone®, Splish Splash™, Silver Springs®, Big Kahuna’s® and Wet ‘N Wild®.

Tyler Zachem, a Managing Director at MidOcean Partners, said, “Palace Entertainment is a premier property in the attractive family entertainment sector. We look forward to having our Management Affiliate and theme park industry veteran, John Cora, CEO of VisionMaker, join Palace as President and CEO upon closing. Combining Palace’s talented management team, dedicated employee base and excellent portfolio of stable, well regarded assets with MidOcean’s and VisionMaker’s experience in the leisure/entertainment category will allow us to successfully grow the business to the next level.”

Mr. Cora said, “We are excited about joining the enthusiastic and talented Palace team. We look forward to continuing as responsible neighbors in each of our communities. Above all, we are committed to delivering family-friendly experiences and facilitating memories that our Guests will treasure for years to come.”

Upon closing of the transaction, Larry Cochran, former Chairman of Six Flags, Inc. and former Chairman of the International Association of Amusement Parks and Attractions (IAAPA), will step down as Palace’s CEO and return home to Texas but he will continue to serve the Company in an advisory capacity.

Mr. Cora said, “We are indebted to Larry for the positive momentum, focus on guest experience and dedicated team that he has established since joining Palace in 2004. We look forward to his continued counsel and support.”

The closing of the transaction is expected to occur sometime in the second quarter of this year. The transaction is subject to financing and other customary closing conditions.

MidOcean Partners is a premier private equity firm focused on the middle market. Based in New York and London, MidOcean is committed to investing in high-quality middle market companies with stable market positions and opportunities for growth. Targeted sectors include consumer and leisure, media and communications, business and financial services and select industrial sectors. For more information, visit www.midoceanpartners.com.

VisionMaker specializes in the development and operation of entertainment and leisure destinations such as theme parks, resort communities and urban entertainment centers. The California-based firm was founded in 2001 by former theme park & resort executives from The Walt Disney Company, Universal Studios and other leading organizations. Members of the team have overseen multi-billion dollar destination developments and operations with as much as $1 billion in annual sales, earning VisionMaker an unmatched reputation for excellence. For more information, visit www.visionmaker.com.

Windward Capital is a privately owned investment firm that seeks to make private equity investments primarily in lower middle market companies with enterprise values between $50 million and $250 million across diverse industries. The New York-based firm has invested more than $750 million of equity over the past ten years. Windward Capital’s success lies in recognizing the importance of building partnerships with management to provide strategic and financial assistance that creates value and ultimately transforms their portfolio companies.