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                                                                    Exhibit 4.6

                        CERTIFICATE OF DETERMINATION OF
                        PREFERENCES OF PREFERRED STOCK OF
                    INTERNATIONAL LEASE FINANCE CORPORATION,
                            A CALIFORNIA CORPORATION

        The undersigned, Alan H. Lund and Pamela S. Hendry hereby certify that:

               1. They are the duly elected and acting Executive Vice President,
Co-Chief Operating Officer and Chief Financial Officer and Vice President and
Treasurer, respectively, of International Lease Finance Corporation (the
"Company").

               2. Pursuant to authority given by the Company's Restated Articles
of Incorporation, the Board of Directors of the Company has duly adopted the
following recitals and resolutions:

               WHEREAS, the Restated Articles of Incorporation of the Company
provide for a class of shares known as preferred stock, issuable from time to
time in one or more series; and

               WHEREAS, the Board of Directors of the Company is authorized to
determine the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of preferred stock, to fix the number of
shares constituting any such series, and to determine the designation thereof,
or any of them; and

               WHEREAS, the Company desires, pursuant to its authority as
aforesaid, to determine and fix the rights, preferences, privileges, and
restrictions relating to a series of said preferred stock and the number of
shares constituting and the designation of said series;

               NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby fixes and determines the designation of, the number of shares
constituting, and the rights, preferences, privileges, and restrictions relating
to, said series of preferred stock as follows:

                                    ARTICLE 1

                                   DESIGNATION

1.1     Designation

        A series of preferred stock shall be designated "Series A Preferred
Stock" (the "Series A Preferred Stock").

1.2     Amount

        The number of shares constituting the Series A Preferred Stock shall be
40. Each share of the Series A Preferred Stock shall have a value of $10,000,000
(the "Stated Value").


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                                    ARTICLE 2

                               GENERAL PROVISIONS

2.1     Dividends

        Each holder of the outstanding shares of the Series A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors
of the Company, but only out of funds legally available for such purpose, cash
dividends at the rate of five percent (5%) per annum of the Stated Value of each
outstanding share of the Series A Preferred Stock then held by such holder.
Dividends shall begin to accrue with respect to each share of Series A Preferred
Stock upon its issuance to a holder. Dividends shall be paid quarterly on the
first business day of each March, June, September and December, commencing March
2002 (each a "Distribution Date"). Dividends payable with respect to the Series
A Preferred Stock shall be paid in preference to all other dividends on Common
Stock and on any other class or any other series of the capital stock of the
Company that by its terms ranks junior to the Series A Preferred Stock. If on
any Distribution Date the funds available for the payment of dividends are
insufficient to pay the holders of the Series A Preferred Stock the full amount
of the dividend to which they are entitled, holders of the Series A Preferred
Stock will share ratably in any such dividend with holders of any shares of
capital stock of the Company ranking on parity with the Series A Preferred Stock
(including, but not limited to shares of the Company's Market Auction Preferred
Stock, Series A through H) that are entitled to receive dividends on such
Distribution Date.

2.2     Redemption

        The Company, at its option, may redeem any or all of the outstanding
shares of the Series A Preferred Stock, at any time or from time to time, out of
funds legally available therefor, at a redemption price equal to the Stated
Value of each such share redeemed plus an amount equal to the accumulated and
unpaid dividends on each such share (whether or not declared) to and including
the date of such redemption. Any share of the Series A Preferred Stock which
shall at any time have been redeemed by the Company shall, after such
redemption, be cancelled in the manner provided by the laws of the State of
California.

2.3     Conversion or Exchange

        The holders of shares of the Series A Preferred Stock shall not have any
rights to convert such shares into or exchange such shares for shares of any
other class or classes or of any other series of any class or classes of the
capital stock of the Company or into any other securities of the Company.

2.4     Liquidation Rights

        In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, holders of the Series A Preferred
Stock will be entitled to receive, out of the assets of the Company available
for distribution to shareholders after satisfying claims of creditors but before
any payment or distribution of assets is made to holders of any shares of Common
Stock and of capital stock of the Company that by its terms ranks junior to the
Series A Preferred Stock upon liquidation, a preferential liquidation
distribution in the amount of the


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Stated Value per share plus an amount equal to the accumulated and unpaid
dividends on each such share (whether or not declared) to and including the date
of such distribution. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the assets of the Company are
insufficient to pay the holders of the Series A Preferred Stock the full amount
of the preferential liquidation distributions to which they are entitled,
holders of the Series A Preferred Stock will share ratably in any such
distribution of such assets with holders of any shares of capital stock of the
Company ranking on parity with the Series A Preferred Stock (including, but not
limited to shares of the Company's Market Auction Preferred Stock, Series A
through H) . Unless and until payment in full has been made to holders of the
Series A Preferred Stock of the liquidation distributions to which they are
entitled as described in this paragraph, no dividends or distributions will be
made to holders of the Company's Common Stock or other capital stock that by its
terms ranks junior to the Series A Preferred Stock, and no purchase, redemption
or other acquisition for any consideration by the Company will be made in
respect of the Company's Common Stock or other capital stock that by its terms
ranks junior to the Series A Preferred Stock. After the payment to the holders
of the Series A Preferred Stock of the full amount of the preferential
liquidation distributions to which they are entitled pursuant to this paragraph,
such holders (in their capacity as such holders) will have no right or claim to
any of the remaining assets of the Company. Neither the consolidation nor the
merger of the Company with or into any other corporation or corporations, nor
the sale or transfer by the Company of all or any part of its assets, shall be
deemed to be a liquidation, dissolution or winding up of the Company for
purposes of this Section 2.4.

2.5     Voting Rights

        The holders of the Series A Preferred Stock will have no voting rights
except as expressly required by law.

2.6     Sinking Fund

        Shares of Series A Preferred Stock are not subject or entitled to the
benefit of a sinking fund.

               RESOLVED FURTHER, that the Chairman of the Board, the Chief
Executive Officer or any Vice President, and the Secretary, the Chief Financial
Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of
this Company are each authorized to execute, verify, and file a certificate of
determination of preferences in accordance with California law.

               RESOLVED FURTHER, that the officers of the Company, and each of
them, are authorized in the name and on behalf of the Company, to make all such
arrangements, to do and perform all such acts and things, and to execute and
deliver all such certificates and such other instruments and documents as they,
or any one of them, may deem necessary or appropriate in order fully to
effectuate the purposes of the foregoing resolutions and any action taken by
this Board of Directors.

               3. The authorized number of shares of preferred stock of the
Company is 20,000,000, and the number of shares constituting the Series A
Preferred Stock, none of which has been issued, is 40.


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        IN WITNESS WHEREOF, the undersigned have executed this certificate on
December 5, 2001.

                       /s/ Alan H. Lund
                  -------------------------------------
                  ALAN H. LUND, Executive Vice President, Co-Chief
                                Operating Officer and Chief Financial Officer

                       /s/ Pamela S. Hendry
                  -------------------------------------
                  PAMELA S. HENDRY, Vice President and Treasurer



               The undersigned, ALAN H. LUND and PAMELA S. HENDRY, the Executive
Vice President, Co-Chief Operating Officer and Chief Financial Officer and Vice
President and Treasurer, respectively, of INTERNATIONAL LEASE FINANCE
CORPORATION, each declares under penalty of perjury that the matters set forth
in the foregoing Certificate are true of his or her own knowledge.

        Executed at Los Angeles, California on December 5, 2001.



                       /s/ Alan H. Lund
                   ------------------------------
                   ALAN H. LUND



                       /s/ Pamela S. Hendry
                   ------------------------------
                   PAMELA S. HENDRY




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