World Air Holdings, Inc. Watch

from 8-K 3 pages Amendment No. 1, Dated as of June 30, 2007 (The “Amendment”), to the Agreement and Plan of Merger, Dated as of April 5, 2007 (As Amended, Supplemented or Otherwise Modified and in Effect From Time to Time, the “Agreement”), Between Global Aero Logistics Inc., a Delaware Corporation (“Parent”), Hugo Acquisition Corp., a Delaware Corporation and an Indirect Wholly-Owned Subsidiary of Parent (“Purchaser”), and World Air Holdings, Inc., a Delaware Corporation (The “Company”). Whereas, the Parties Hereto Have Previously Entered Into the Agreement; and Whereas, the Parties Hereto Wish to Amend the Agreement in the Manner Specified Below. Now Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. Unless Otherwise Defined in This Amendment, All Defined Terms Used in This Amendment, Including the Recitals Hereto, Shall Have the Meanings Ascribed to Such Terms in the Agreement. Section 2. Amendments to Agreement. Section 2.2 of the Agreement Is Hereby Amended by Replacing the Text “The Sixtieth (60th) Day” With the Text “The Forty-Fifth (45th) Day”. Section 8.2 of the Agreement Is Hereby Amended by Adding the Following Paragraph (F) to the End Thereof

from 8-K 70 pages Agreement and Plan of Merger Between Global Aero Logistics Inc. (“Parent”) Hugo Acquisition Corp. (“Purchaser”) and World Air Holdings, Inc. (The “Company”) Dated April 5, 2007

from 8-K 3 pages Transfer Agreement

from 8-K 9 pages Agreement and Plan of Merger by and Among World Airways, Inc., World Air Holdings, Inc. and World Merger Subsidiary, Inc. Dated as of January 10, 2005

from S-3 ~10 pages Plan of reorganization, merger, acquisition or similar

from S-3 >50 pages Disclosure Stmt - 1st Amnd Joint Liq Plan

from S-3 ~50 pages 1st Amended Joint Liq Plan of Reorg of Worldcorp