South African Airways

Wilmington Trust Companyas Security Trustee for and on Behalf of the Secured Parties as Defined

Full title guarantee assigned to the security trustee by way of first priority legal assignment all benefits thereof without limitation claims. See the mortgage charge document for full details.

Principal of and interest on the ex-im bank loan as defined and all other amounts from time to time owing by the company under the senior loan documents as defined and by the company under the senior loan documents as defined and principal of and interest on the commercial loan as defined and all other amounts from time to time owing by the company under the junior loan documents as defined by the company under the junior loan documents; and all amounts as defined owing to ex-im bank or the security trustee under the third priority documents as defined

Wilmington Trust Company(As Security Trustee Under the Zs-Sbk Company Limited Guarantee as Defined)

The airline has granted, conveyed, pledged, granted a security interest in and mortgaged to the security trustee irrevocably and unconditioned a security interest and mortgage in all right, title and interest of the airline in and to the airframe and engines all right tile and interest of the airline in and to all manuals and technical records. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the mortgage and the zs-sbk company limited guarantee

Wilmington Trust Companyas Security Trustee for and on Behalf of the Secured Parties as Defined)

The airline has granted, conveyed, pledged, granted a security interest in and mortgaged to the security trustee irrevocably and unconditionally, a security all right, title and interest of the airline in and to the airframe and engines, all right, title and interest of the airline and to all manuals and technical records with respect to the airframe engines and parts. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the operative documents (other than the third priority documents)

Wilmington Trust Company(As Security Trustee for and on Behalf of the Secured Parties as Defined)

The airline has granted, conveyed, pledged, granted a security interest in and mortgaged to the secuirty trustee, irrevocably and unconditionally a security interest and mortgage in all right, title and interest of the airline and to the airframe and engines, all manuals and technical records. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the operative documents (other than the third priority documents)

Wilmington Trust Company(As Security Trustee for and on Behalf of the Secure Parties as Defined)

Full title guarantee assigned to the security trustee by way of first priority legal assignment all benefits thereof without limitation claims.

Principal of and interest on the ex-im bank loan as defined and all other amounts from time to time owing by the company under the senior loan documents as defined and by the company under the senior loan documents as defined and principal of and interest on the commercial loan as defined and all other amounts from time to time owing by the company under the junior loan documents as defined by the company under the junior loan documents; and all amounts as defined owing to ex-im bank or the security trustee under the third priority documents as defined

Wilmington Trust Company(As Security Trustee for and on Behalf of the Secured Parties as Defined)

The airline has granted, conveyed, pledged, granted a security interest in and mortgaged to the security trustee irrevocably and unconditionally a security interestand mortgage in all right, title and interest of the airline in and to the airframe and engines, all right title and interest of the airline in and to all manuals and technical records. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the mortgage and the zs-sbs company limited guarantee

Wilmington Trust Company(As Security Trustgee for an on Behalf of the Secured Parties as Defined)

The airline has granted, conveyed, pledged, granted a security interest in and mortgaged to the security trustee, irrevocably and unconditionally, a security interest and mortgage in all right, title and interest of the airline in and to the airframe and engines, all right title and interest of the airline in and to all mauals and technical records. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the operative documents (other than the third priority documents

Wilmington Trust Company(As Security Trustee for and on Behalf of the Secured Parties as Defined)

The airline has granted, conveyed, pledged, granted a security interest in andmortgaged to the security trustee irrevocably and unconditionall a security interest and mortgage in all right, title and interest of the airline in and to the airframe and engines all right title and interest of the airline in and to all manuals and technical records. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the operative documents (other than the third priority documents)

Societe Generale (As Agent and Security Trustee for and on Behalf of the Secured Parties (Thesecurity Agent and Chargee))

All of its right title and interest in and to the insurances and the benefits thereof all moneys pursuant to the insurances all recoveries under the assignment. See the mortgage charge document for full details.

Any and all of the obligations of inkojani leasing limited (the borrower) which are now or at any time owed to the chargee pursuant to any of the operative documents (as defined in the amended lease agreement)

Lloyds Bank PLC(The "Agent")

All of its right title and interest (present & future) of the assignor in and to the insurances and all benefits thereof (including, without limitation, claims of whatsoever nature and return of premiums) but excluding all moneys received or receivable by the assignor pursuant to the insurances which are paid by the insurers in respect of any third party liability (see form 395 for full details). See the mortgage charge document for full details.

In favour of the chargee any and all of the obligations of the assignor which were on 17TH november 1992 or at any time thereafter owed to any of the secured parties (as defined in the insurance agreement (the "insurance agreement") dated 17TH november 1992 (and subsequently amended by the deed of novation and appointment and retirement) between the assignor and lloyds bank PLC (the "agent") in its capacity as agent and security trustee for and on behalf of the secured parties) pursuant to any of the operative documents

Lloyds Bank PLC

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to oneboeing 747-444 aircraft manufacturer's serial number 26637.

Any and all the obligations of merlin leasing limited (the borrower) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended lease agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 243. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 249. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 250. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 251. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 334. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 440. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement)

Hypovereinsbank Luxembourg Societe Anonyme (Formerly Hypobank International Societe Anonyme)

All of its right, title and interest (present and future) in and to the insurances and all benefits thereof all moneys pursuant to the insurances all recoveries under the assignments all other recoveries not exceeding one million dollars (us$1,000,000) or the equivalent in respect of certain insurances relating to one airbus A320-231 aircraft manufacturer's serial number 335. see the mortgage charge document for full details.

Any and all the obligations of cape aviator limited (the owner) which are now or at any time owed to the chargee in it's capacity as security agent and trustee for and on behalf of the secured parties (as defined) and to any of the secured parties pursuant to any of the ancillary documents (as defined in the amended conditional sale agreement

Ing Aviation Lease N.V.

By way of first priority legal assignment all of the company's right title and interest (present and future) in and to the insurances and all benefits thereof. See the mortgage charge document for full details.

Any and all of the obligations which are now or at any time owed by the assignor under the conditional sale agreement or the intercreditor deed, the lessee under the b swap agreement or the b loan participant under the b loan agreement (all as defined) to the chargee as security trustee for and on behalf of the secured parties or any of them

Wilmington Trust Company Not in Its Individual Capacity (Unless the Contary is Expresslystated) but Soley as Owner Trustee

The assignor assigns to the assignee, by way of first priority legal assignment all of its right title and interest (present and future) in and to the insuarances and all benefits thereof. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee pursuant to any of the operative documents

Hill Samuel Bank Limited as Security Trustee for and on Behalf of the Secured Parties

All the company's right title and interest in and to the insurances and all benefits thereof (including, without limitation, claims of whatsoever nature and returns of premiums). See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee pursuant to any of the operative documents

Vickey

The aircraft (as defined in schedule 1 to the conditional sale agreement). See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee and/or any of the secured parties pursuant to any of the operative documents (as defined therein)

Hill Samuel Bank Limited as Security Trustee for and on Behalf of the Secured Parties

All the company's right title and interest in and to the insurances and all benefits thereof. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee pursuant to any of the operative documents (as defined)

Odie

The aircraft being the boeing 747-344 aircraft bearing manufacturer's serial no. 22971 and registration mark zs-sau.

All monies due or to become due from the company to the chargee and/or any of the secured parties (as defined therein) pursuant to any of the operative documents (as defined therein)

Societe Generalein Its Capacity as Security Trustee for and on Behalf of the Secured Parties

By way of assignment all the company's right title and interest in and to the insurances and all benefits thereof. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the terms of any of the operative documents (as defined)