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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 31, 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 "Medium-Term Notes,
         Series O" (the "Medium-Term Notes").

         2. The limit upon the aggregate principal amount of the Medium-Term
         Notes which may be authenticated and delivered under the Indenture
         (except for Medium-Term Notes authenticated and delivered upon
         registration of, transfer of, or in exchange for, or in lieu of other
         Medium-Term Notes pursuant to Sections 304, 305, 306, 906 or 1107 of
         the Indenture) is $1,000,000,000. The Company may, without the consent
         of the Holders of the Medium-Term Notes, issue additional notes having
         the same ranking, interest rate, Stated Maturity, CUSIP number and
         terms as to status, redemption or otherwise as Medium-Term Notes that
         have been previously issued, in which event such notes and such
         previously issued Medium-Term Notes shall constitute one issue for all
         purposes under the Indenture including without limitation, amendments
         and waivers.

         3. The date on which the principal of each of the Medium-Term Notes is
         payable shall be any Business Day (as defined in the forms of Global
         Fixed Rate Note and Global Floating Rate Note attached hereto as
         Exhibit A and incorporated herein by reference) nine months or more
         from the date of issuance as determined from time to time by any one of
         Leslie L. Gonda, Steven F. Udvar-Hazy, Alan H. Lund, Pamela S. Hendry
         or Kurt Schwarz (each a "Designated Person").

         4. The rate at which each of the Medium-Term Notes shall bear interest
         shall be established by any one Designated Person, and may be either a
         fixed interest
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         rate (which may be zero) (hereinafter, a "Fixed Rate Note") or may vary
         from time to time in accordance with one of the interest rate formulas
         more fully described in Exhibit A hereto (hereinafter, a "Floating Rate
         Note") or otherwise as specified by a Designated Person.

         5. Unless otherwise specified by a Designated Person, the date from
         which interest shall accrue for each Medium-Term Note shall be the
         respective date of issuance of each of the Medium-Term Notes.

         6. The interest payment dates on which interest on the Medium-Term
         Notes shall be payable are, in the case of Fixed Rate Notes, April 15
         and October 15, unless otherwise specified by any Designated Person,
         and, in the case of Floating Rate Notes, such dates as specified by any
         Designated Person. The initial interest payment on each outstanding
         Medium-Term Note shall be made on the first interest payment date
         falling at least 15 days after the date the Medium-Term Note is issued,
         unless otherwise specified by any Designated Person.

         7. The regular record dates for the interest payable on any Fixed Rate
         Note on any interest payment date shall be April 1 and October 1,
         unless otherwise specified by any Designated Person, and the regular
         record dates for the interest payable on any Floating Rate Note on any
         interest payment date shall be on the day 15 calendar days prior to any
         such interest payment date, unless otherwise specified by any
         Designated Person.

         8. Interest on the Fixed Rate Notes shall be computed on the basis of a
         360-day year of twelve (12) 30-day months. Interest on the Floating
         Rate Notes shall be computed on the basis set forth in Exhibit A
         hereto.

         9. The place or places where the principal (and premium, if any) and
         interest on Medium-Term 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) or upon redemption or repurchase, 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) and provided further that (i)
         the Depositary (as designated below), as holder of Global Securities
         (as defined in the Indenture), shall be entitled to receive payments of
         interest by wire transfer of immediately available funds, and (ii) a
         Holder of $10,000,000 or more in aggregate principal amount of
         certificated Medium-Term Notes, having identical Interest Payment
         Dates, shall be entitled to receive payments of interest, other than
         interest due at Stated Maturity or upon redemption, by wire transfer in
         immediately available funds to a designated account maintained in the
         United States upon receipt by the Trustee of written instructions from
         such Holder not later than the Regular Record Date for the related
         Interest Payment Date. Such instructions shall remain in effect with
         respect to payments of interest made to such Holder on subsequent
         Interest

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         Payment Dates unless revoked or changed by written instructions
         received by the Trustee from such Holder; provided that any such
         written revocation or change which is received by the Trustee after a
         Regular Record Date and before the related Interest Payment Date shall
         not be effective with respect to the interest payable on such Interest
         Payment Date.

         10. The date, if any, on which each Medium-Term Note may be redeemed at
         the option of the Company shall be established by any Designated
         Person.

         11. The terms under which any of the Medium-Term Notes shall be repaid
         at the option of the Holder shall be as set forth in the forms of the
         Global Fixed Rate Note and Global Floating Rate Note attached hereto
         and the obligation of the Company, if any, to repay any of the
         Medium-Term Notes at the option of a Holder shall be established by any
         Designated Person.

         12. The Medium-Term Notes shall be issued in fully registered form in
         denominations of $1,000 or any amount in excess thereof which is an
         integral multiple of $1,000.

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

         14. The Medium-Term Notes shall be issued as Global Securities under
         the Indenture, unless otherwise specified by any Designated Person, and
         The Depository Trust Company is designated the Depositary under the
         Indenture for the Medium-Term Notes.

         15. The terms of the Medium-Term Notes include the provisions set forth
         in Exhibit A hereto.

         16. If specified by a Designated Person, Medium-Term Notes may be
         issued as Amortizing Notes, Original Issue Discount Notes or Indexed
         Notes, each as described in the Prospectus Supplement dated December
         31, 2002 to the Prospectus dated December 31, 2002 relating to the
         Medium-Term Notes, including any subsequent amendments or supplements
         thereto.

         B. The forms of the Global Fixed Rate Notes and the Global Floating
Rate Notes are 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 Medium-Term 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

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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 Medium-Term 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 Medium-Term
Notes, and hereby further certifies that attached hereto as Exhibits A, B, and C
respectively, are the forms of certificates representing the Global Fixed Rate
Notes and Global Floating Rate 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 as of 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 December 31, 2002, pursuant to which the terms of the
Medium-Term 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

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