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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 24, 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 "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 $1,500,000,000. 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").
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         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 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


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         related Interest Payment Date. Such instructions shall remain in effect
         with respect to payments of interest made to such Holder on subsequent
         Interest 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 January 24,
         2003 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.


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         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 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 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 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 and
January 24, 2003, pursuant to which the terms of the Medium-Term Notes set forth
above have been established.

         G. This certificate supersedes in its entirety the Officers'
Certificate, dated December 31, 2002, with respect to the Notes previously
delivered to you.

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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
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                                              Alan H. Lund
                                              Vice Chairman and
                                              Chief Financial Officer

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