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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:  July 20, 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 "5.125% Notes
        due August 1, 2004" (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 $300,000,000.

                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 August 1, 2004 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 August 1, 2004.

                5. The rate at which each of the Notes shall bear interest shall
        be 5.125% per annum. The date from which interest shall accrue for the
        Notes shall be July 20, 2001. The interest payment dates on which
        interest on the Notes shall be payable are each February 1 and August 1,
        commencing February 1, 2004, 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.



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                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, Floor 7E, 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 August 1, 2004.

                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 May
4, 2001 and a copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of July 17, 2001, 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
                                    Executive Vice President, Co-Chief Operating
                                    Officer and Chief Financial Officer


                                     /s/ Pamela S. Hendry
                                    --------------------------------------------
                                    Pamela S. Hendry
                                    Vice President, Treasurer and
                                    Assistant Secretary