1 EXHIBIT 2.10 February 15, 1999 Mr. Jerry E. Kimmel 6400 Cleburne Highway Granbury, Texas 76107 Dear Mr. Kimmel: Reference is made to the Stock Purchase Agreement (the "Agreement"), dated as of December 23, 1998, between you, Wingate Partners II, L.P. ("Wingate") and Kevco, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement. As of the date hereof the Closing has not occurred and the conditions to the obligations of Wingate set forth in Article IX of the Agreement have not been fulfilled. In accordance with Section 13.1(b) of the Agreement, Wingate hereby terminates the Agreement and the transactions contemplated thereby. Very Truly Yours, WINGATE PARTNERS II, L.P. By: Wingate Management Company II, L.P. its general partner By: Wingate Management Limited, L.L.C. its general partner By: /s/ JAMES JOHNSON -------------------------------------- James Johnson Principal