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                                                                     Exhibit 4.1

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

                                                        Dated:  January 13, 2003

            The undersigned, ALAN H. LUND and PAMELA S. HENDRY, do hereby
certify that they are the duly appointed and acting Vice Chairman and Chief
Financial Officer 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 "Floating Rate Notes
      due January 13, 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 $625,000,000. 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 January 13, 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 January 13, 2005.

            5. The rate at which each of the Notes shall bear interest shall be
      1.25% above the London interbank offered quotation, as more fully
      described in Exhibit A ("LIBOR") for each Interest Period (as defined in
      Exhibit A). The date from which interest shall accrue for the Notes shall
      be January 13, 2003. The interest payment dates
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      on which interest on the Notes shall be payable are each January 13, April
      13, July 13 and October 13, commencing April 13, 2003. The regular record
      dates for the interest payable on the Notes on any interest payment date
      shall be the date 15 calendar days prior to such interest payment date.

            6. The place or places where the principal of and interest on the
      Notes shall be payable is at the office of the Trustee, 101 Barclay
      Street, Ground Floor Window, New York, New York 10286, 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 January 13, 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 the
      actual number of days in the applicable Interest Period divided by 360.

            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) and the Bank of New York is appointed as Calculation Agent.

            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 Assistant 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
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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 September 24, 2002 and November 22, 2002
and a copy of resolutions duly adopted by the Special Committee of the Board of
Directors as of January 8, 2003, 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/ Alan H. Lund
                                    ------------------------------------
                                    Alan H. Lund
                                    Vice Chairman and
                                    Chief Financial Officer


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