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                       OFFICERS' CERTIFICATE - EXHIBIT 4.1

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

                                                         Dated: January 19, 2001

        The undersigned, ALAN H. LUND and PAMELA S. HENDRY, do hereby certify
that they are the duly appointed and acting Executive Vice President, Co-Chief
Operating Officer 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, 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 L" (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 $750,000,000.

        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 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



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        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, Floor 7E, 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 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



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        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 19, 2001 to
        the Prospectus dated January 5, 2001 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 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



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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 November
1, 2000 and a copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of January 19, 2001, 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/ 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, Treasurer and
                                       Assistant Secretary



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