February 18, 2000
TransFinancial Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇
RE: Agreement and Plan of Merger dated October 19, 1999 (the "Agreement")
between TransFinancial Holdings, Inc. ("TransFinancial") and COLA
Acquisitions, Inc. ("COLA Acquisitions")
Dear ▇▇▇▇▇▇:
COLA Acquisitions has received the attached letter from LaSalle Bank, N.A.
("LaSalle") in which LaSalle terminates its commitment to finance the proposed
acquisition due to the operating results of TransFinancial. In light of this
development and the corresponding inability to satisfy the closing condition
contained in Article 7.2.4 of the Agreement, COLA Acquisitions believes it to be
appropriate and in the best interests of all concerned that the Agreement be
terminated by mutual consent pursuant to Article 8.1(a) thereof.
If TransFinancial, acting through its Special Committee of Independent
Directors, acknowledges the above and agrees to termination pursuant to Article
8.1(a), please sign a copy of this letter where indicated below.
Very truly yours,
COLA ACQUISITIONS, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
Title: President
▇▇. ▇▇▇▇▇▇ ▇▇▇▇
February 18, 2000
Page 2
ACKNOWLEDGED AND AGREED:
TRANSFINANCIAL HOLDINGS, INC.
By: /s/▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Chairman - Special Committee of Independent Directors
Date: February 18, 2000
cc: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
[LASALLE BANKS LETTERHEAD]
February 18, 2000
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Cola Acquisitions, Inc.
Transfinancial Holdings, Inc.
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Dear ▇▇▇:
On November 23, 1999, LaSalle Bank provided a commitment for credit
facilities to Cola Acquisitions, Inc., TransFinancial Holdings, Inc., ▇▇▇▇▇▇
Cartage Company and Specialized Transport, Inc.
You have advised us of TransFinancial's condition as of December 31, 1999. Upon
our review of the unaudited results for the fiscal year-end, we conclude that a
material adverse change has occurred. Accordingly, we hereby terminate our
commitment.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
