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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 18, 2005




     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 “4.75% Notes due January 13, 2012” (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 $500,000,000. 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 January 13, 2012 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 January 13, 2012.




          5. The rate at which each of the Notes shall bear interest shall be 4.75% per annum.
The date from which interest shall accrue for the Notes shall be January 18, 2005. The
interest payment dates on which interest on the Notes shall be payable are each January 13
and July 13, commencing July 13, 2005, and at maturity. The regular


 









 





record dates for the interest payable on the Notes on any interest payment date shall
be the date 15 calendar days prior to 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, 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), 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 January 13, 2012.




          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 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 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 19, 2004 and a



 









 







copy of resolutions duly adopted by the Special Committee of the Board of Directors as of
January 12, 2005, pursuant to which the terms of the 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 	 
	 	Vice Chairman and

Chief Financial Officer 	 
	 
	 	 	 
	 	     /s/ Pamela S. Hendry
 	 
	 	Pamela S. Hendry 	 
	 	Vice President, Treasurer and

Assistant Secretary