JOINDER TO LOAN AGREEMENT

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EXHIBIT 10.2

JOINDER TO LOAN AGREEMENT

         THIS JOINDER TO LOAN AGREEMENT , dated as of January 10, 2005 (this " Joinder "), is made and entered into by World Air Holdings, Inc., a Delaware corporation (the " Parent "), to supplement that certain Loan Agreement, dated as of December 30, 2003 (as the same may be amended, restated or supplemented or otherwise modified from time to time, the " Loan Agreement "), by and among World Airways, Inc., a Delaware corporation, as Borrower, Govco Incorporated as Primary Tranche A Lender, Citibank, N.A. as Alternate Tranche A Lender, Collateral Agent and Agent, Citicorp North America, Inc. as Govco Administrative Agent, Citicorp USA, Inc. as Tranche B Lender, Phoenix American Financial Services, Inc. as Loan Administrator and the Air Transportation Stabilization Board (the " Board ").

        Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

W I T N E S S E T H:

         WHEREAS , pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Borrower, the Parent and World Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (" Merger Sub "), (i) the Merger Sub will be merged with and into the Borrower, (ii) each of the issued and outstanding shares of common stock of the Borrower, par value $.001 per share, will be converted into one share of common stock of the Parent, par value $.001 per share, (iii) the shareholders of the Borrower will become shareholders of the Parent, and (iv) the Borrower will become a wholly-owned subsidiary of the Parent (the " Merger ");

         WHEREAS , the Merger constitutes a restructuring under Section 5.19 of the Loan Agreement (the " Restructuring ");

         WHEREAS , Section 5.19(e) of the Loan Agreement provides that, in the event of a Restructuring, the Parent shall become an Obligor under the Loan Agreement and expressly assume all obligations thereunder and under the other Loan Documents by an agreement executed and delivered to the Agent for the benefit of the Lenders, the Supplemental Guarantor and the Board, in form and substance satisfactory to the Agent and the Board; and

         WHEREAS , the Parent is entering into this Agreement to comply with Section 5.19(e) of the Loan Agreement.

         NOW , THEREFORE , for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Parent hereby agrees as follows:

        Section 1.     Joinder.     By the execution of this Joinder, the Parent hereby expressly agrees (a) that the Parent is, and shall be deemed for all purposes to be