EXHIBIT 2.1 February 18, 2000 TransFinancial Holdings, Inc. 8245 Nieman Road, Suite 100 Lenexa, KS 66214 Attn: Mr. Harold Hill RE: Agreement and Plan of Merger dated October 19, 1999 (the "Agreement") between TransFinancial Holdings, Inc. ("TransFinancial") and COLA Acquisitions, Inc. ("COLA Acquisitions") Dear Harold: 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/ Timothy P. O'Neil Name: Timothy P. O'Neil Title: President Mr. Harold Hill February 18, 2000 Page 2 ACKHOWLEDGED AND AGREED: TRANSFINANCIAL HOLDINGS, INC. By: /s/ Harold Hill Name: Harold Hill Title: Chairman - Special Committee of Independent Directors Date: February 18, 2000 cc: Mr. Kent E. Whittaker Mr. Jeffrey T. Haughey LASALLE BANKS 801 Grand Avenue, Suite 3150 Des Moines, Iowa 50309 (515) 698-8002 Fax: (515) 698-8017 Email: julie.harris@abnamro.com Julie S. Harris Vice President February 18, 2000 Mr. Timothy P. O'Neil Cola Acquisitions, Inc. Transfinancial Holdings, Inc. 8245 Nieman Road, Suite 100 Lenexa, Kansas 66214 Dear Tim: On November 23, 1999 LaSalle Bank provided a commitment for credit facilities to Cola Acquisitions, Inc., TransFinancial Holdings, Inc., Crouse 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/ Julie S. Harris Julie S. Harris Member of the ABN AMFIC Group