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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: February 10, 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 "4.75%
         Notes due February 15, 2008" (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 $250,000,000.
         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 February 15, 2008 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
         February 15, 2008.

                  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 February 10, 2003. The interest payment
         dates on which interest on the Notes shall be payable are each February
         15 and August 15, commencing August 15, 2003, and at maturity. The

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         regular record dates for the interest payable on the Notes on any
         interest payment date shall be the February 1 or August 1, 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,
         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 February 15,
         2008.

                  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,

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a copy of resolutions duly adopted by the Board of Directors of the Company on
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 February 5, 2003,
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