<PAGE>
                                                                     Exhibit 4.1



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

                                                        Dated: November 20, 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 "5.491% Notes due
        November 30, 2007" (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 $110,000,000. 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 November 30, 2007 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 November 30,
        2007.

               5. The rate at which each of the Notes shall bear interest shall
        be 5.491% per annum. The date from which interest shall accrue for the
        Notes shall be November 20, 2002. The interest payment dates on which
        interest on the Notes shall be payable are each May 30 and November 30,
        commencing May 30, 2003, and at maturity. The regular record dates for
        the interest payable on the Notes on any interest payment date

<PAGE>

        shall be the May 15 or November 15, as the case may be, immediately
        preceding 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, 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 November 30, 2007.

               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

<PAGE>

copy of resolutions duly adopted by the Special Committee of the Board of
Directors as of November 15, 2002, pursuant to which the terms of the Notes set
forth above have been established.

                  [remainder of page intentionally left blank]

<PAGE>

               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