Exhibit 1.2 ATRIUM COMPANIES, INC. (a Delaware corporation) $175,000,000 10 1/2% Senior Subordinated Notes due 2009 JOINDER AGREEMENT May 17, 1999 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: Reference is hereby made to that certain purchase agreement (the "PURCHASE AGREEMENT") dated as of May 10, 1999 among Atrium Companies, Inc., a Delaware corporation (the "COMPANY"), the guarantors named therein (the "GUARANTORS") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. Each of the undersigned hereby acknowledges that it has received and reviewed a copy of the Purchase Agreement, and acknowledges and agrees to (i) join and become a party to the Purchase Agreement as a Guarantor as indicated by its signature below and to execute and deliver the Indenture and the Registration Rights Agreement and to deliver a notation of its Guarantee to be endorsed on each Note authenticated under the Indenture; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to a Guarantor in the Purchase Agreement; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Purchase Agreement. Each of the undersigned hereby makes as of the date hereof all of the representations and warranties of a Guarantor in the Purchase Agreement. The jurisdiction of incorporation of each of the undersigned is as set forth on ANNEX A hereto. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] S-3 IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered in New York, New York, by its proper and duly authorized officer as of the date set forth above. HEAT, INC. H.I.G. VINYL, INC. CHAMPAGNE INDUSTRIES, INC. THERMAL INDUSTRIES, INC. BEST BUILT, INC. By: /s/ Jeff L. Hull ----------------------------- Name: JEFF L. HULL Title: Executive Vice President Treasurer and Secretary S-4 CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Scott P. Gutterman ----------------------------------- Name: Scott P. Gutterman Title: Vice President S-5 SUBSIDIARY STATE OF INCORPORATION STATES WHERE QUALIFIED - ---------- ---------------------- ---------------------- Heat, Inc. Delaware H.I.G. Vinyl, Inc. Delaware Champagne Industries, Inc. Colorado Thermal Industries, Inc. Delaware Connecticut, Florida, Georgia, Illinois, Massachusetts, Michigan, Missouri, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia Best Built, Inc. Delaware Washington