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                                                                     Exhibit 4.1


                                 CERTIFICATE OF
                                  SECRETARY AND
                            VICE PRESIDENT, TREASURER
                             AND ASSISTANT SECRETARY
                      PURSUANT TO SECTIONS 201, 301 AND 303
                                OF THE INDENTURE

                                                        Dated: December 19, 2002

            The undersigned, JULIE I. SACKMAN and PAMELA S. HENDRY, do hereby
certify that they are the duly appointed and acting Secretary and Vice
President, Treasurer and Assistant Secretary, respectively, of INTERNATIONAL
LEASE FINANCE CORPORATION, a California corporation (the "Company"). Each of the
undersigned also hereby certifies, pursuant to Sections 201, 301 and 303 of the
Indenture, dated as of November 1, 2000 (the "Indenture"), between the Company
and The Bank of New York, as Trustee, as amended, that:

            A. There has been established pursuant to resolutions duly adopted
by the Board of Directors of the Company (a copy of such resolutions being
attached hereto as Exhibit B) and by a Special Committee of the Board of
Directors (a copy of such resolutions being attached hereto as Exhibit C) a
series of Securities (as that term is defined in the Indenture) to be issued
under the Indenture, with the following terms:

            1. The title of the Securities of the series is "4.375% Notes due
      December 15, 2005" (the "Notes").

            2. The limit upon the aggregate principal amount of the Notes which
      may be authenticated and delivered under the Indenture (except for Notes
      authenticated and delivered upon registration of, transfer of, or in
      exchange for, or in lieu of other Notes pursuant to Sections 304, 305,
      306, 906 or 1107 of the Indenture) is $160,000,000. The Company may,
      without the consent of the Holders of the Notes, issue additional notes
      having the same ranking, interest rate, Stated Maturity, CUSIP number and
      terms as to status, redemption or otherwise as the Notes, in which event
      such notes and the Notes shall constitute one series for all purposes
      under the Indenture including without limitation, amendments and waivers.

            3. Interest on the Notes shall be payable to the persons in whose
      name the Notes are registered at the close of business on the Regular
      Record Date (as defined in the Indenture) for such interest payment,
      except that interest payable on December 15, 2005 shall be payable to the
      persons to whom principal is payable on such date.

            4. The date on which the principal of the Notes is payable, unless
      accelerated pursuant to the Indenture, shall be December 15, 2005.

            5. The rate at which each of the Notes shall bear interest shall be
      4.375% per annum. The date from which interest shall accrue for the Notes
      shall be December 19, 2002. The interest payment dates on which interest
      on the Notes shall be payable are each June 15 and December 15, commencing
      June 15, 2003, and at maturity. The regular
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      record dates for the interest payable on the Notes on any interest payment
      date shall be the preceding June 1 and December 1, respectively.

            6. The place or places where the principal of and interest on the
      Notes shall be payable is at the office of the Trustee, 20 Broad Street,
      Lower Level, New York, New York 10005, provided that payment of interest,
      other than at Stated Maturity (as defined in the Indenture), may be made
      at the option of the Company by check mailed to the address of the person
      entitled thereto as such address shall appear in the Security Register (as
      defined in the Indenture).

            7. The Notes are not redeemable prior to December 15, 2005.

            8. There is no obligation of the Company to redeem or purchase the
      Notes pursuant to any sinking fund or analogous provisions, or to repay
      any of the Notes prior to Stated Maturity at the option of a holder
      thereof.

            9. The Notes shall be issued as Global Securities (as defined in the
      Indenture) under the Indenture and The Depository Trust Company is hereby
      designated as the Depositary for the Notes under the Indenture.

            10. The principal amount of the Notes shall be payable upon
      declaration of acceleration of the maturity thereof pursuant to Section
      502 of the Indenture.

            11. Interest on the Notes shall be computed on the basis of a
      360-day year of twelve 30-day months.

            B. The form of the Note is attached hereto as Exhibit A.

            C. The Trustee is appointed as Paying Agent (as defined in the
Indenture).

            D. The foregoing form and terms of the Notes have been established
in conformity with the provisions of the Indenture.

            E. Each of the undersigned has read the provisions of Sections 301
and 303 of the Indenture and the definitions relating thereto and the
resolutions adopted by the Board of Directors of the Company and delivered
herewith. In the opinion of each of the undersigned, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not all conditions precedent provided in the
Indenture relating to the establishment, authentication and delivery of a series
of Securities under the Indenture, designated as the Notes in this Certificate,
have been complied with. In the opinion of each of the undersigned, all such
conditions precedent have been complied with.

            F. The undersigned Secretary, by execution of this Certificate,
thereby certifies the actions taken by the Special Committee of the Board of
Directors of the Company in determining and setting the specific terms of the
Notes, and hereby further certifies that attached hereto as Exhibits A, B and C,
respectively, are the form of certificate representing the Notes as duly
approved by the Special Committee of the Board of Directors of the Company, a
copy of resolutions duly adopted by the Board of Directors of the Company on
November 15, 2001 and a
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copy of resolutions duly adopted by the Special Committee of the Board of
Directors as of December 16, 2002, pursuant to which the terms of the Notes set
forth above have been established.

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            IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of the date first above written.

                                    /s/ Julie I. Sackman
                                    ------------------------------------
                                    Julie I. Sackman

                                    Secretary

                                    /s/ Pamela S. Hendry
                                    ------------------------------------
                                    Pamela S. Hendry
                                    Vice President, Treasurer and
                                    Assistant Secretary