ex4-1





TABLE OF CONTENTS




									
	Exhibit 4.1
	Exhibit 4.1
	Exhibit 12.1








Table of Contents









Exhibit 4.1



THIRD SUPPLEMENTAL INDENTURE



         THIRD SUPPLEMENTAL INDENTURE, dated as of September 26, 2001 (this
“Supplement”), between International Lease Finance Corporation, a corporation
duly organized and existing under the laws of the State of California
(hereinafter called the “Company”), and U.S. Bank Trust, National Association,
as Trustee (hereinafter called the “Trustee”).


RECITALS OF THE COMPANY



         The Company has heretofore executed and delivered an Indenture, dated as
of November 1, 1991, as amended (hereinafter called the “Indenture”) with the
Trustee, as successor to Continental Bank, National Association providing,
among other things, for the issuance from time to time of the Company’s
unsecured debentures, notes or other evidences of indebtedness in one or more
series.


         Pursuant to the terms of the Indenture, an Officers’ Certificate dated
March 10, 1998 (the “Officers’ Certificate”) and instructions from a Designated
Person of the Company in connection with the Notes (as defined below),
Medium-Term Notes, Series J, due October 16, 2006 in the aggregate principal
amount of $100,000,000 (the “Notes’) were issued on September 11, 1998.


         Pursuant to Section 902 of the Indenture, the Holders of the Notes have
consented and agreed to certain changes to the terms of the Notes.


         It is deemed advisable and appropriate that the terms of the Notes be
amended to reflect the changes consented and agreed to by the Holders of the
Notes.


         All things necessary to make this Supplement a valid agreement of the
Company, in accordance with its terms, have been done.


         NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:


         For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of the Holders of the Notes
only, as follows:


         1. The terms used in this Supplement and defined in the Indenture,
Officers’ Certificate or Instructions shall have the meanings assigned to them
in the Indenture, Officers’ Certificate or Instructions, as the case may be.


 







Table of Contents


         2.     The terms of the Notes are hereby amended as follows:



		
	 	     (i) The Stated Maturity shall be October 15, 2008.
	 
	 	     (ii) The Additional Terms of the Notes shall be amended in their
entirety to read as set forth in Annex A hereto.



         3.     The Trustee assumes no duties, responsibilities or liabilities by
reason of this Supplement other than as set forth in the Indenture, and this
Supplement is executed and accepted by the Trustee subject to all terms and
conditions of its acceptance of the Trust under the Indenture, as fully as if
said conditions were hereby set forth at length. The Trustee assumes no
responsibility or liability for the recitals of the Company set forth in this
Supplement.


         4.     As amended and modified by this Supplement, the Indenture, Officers’
Certificate and Instructions are in all respects ratified and confirmed.


         5.     This Supplement may be executed in any number of counterparts, each one
of which shall be an original, and all of which together constitute but one and
the same instrument.


         6.     Trustee hereby accepts the modification of the Indenture, Officers’
Certificate and Instructions hereby effected and the trust in this Supplement
declared and provided, upon the terms and conditions hereinabove set forth.


         7. The Company hereby represents that its decision to amend the terms of
the Notes was made prior to September 10, 2001 and not motivated by
considerations in respect of any material event related to its
creditworthiness.


-2-







Table of Contents


         IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.



	 	 	 
	 	 	
INTERNATIONAL LEASE

FINANCE CORPORATION
	 
	 	 	
By: /s/ Alan H. Lund



	 
	Attest:	 	 
	 
	/s/ Elizabeth Pasinski


	 	 
	 
	 	 	
U.S. BANK TRUST,

NATIONAL ASSOCIATION
	 
	 	 	
By: /s/ P.J. Crowley



P.J. Crowley

Vice President
	 
	Attest:	 	 
	 
	/s/ David J. Kolibachuk



David J. Kolibachuk

Vice President	 	 



-3-







Table of Contents



ADDITIONAL TERMS



Interest Rates



         During the period commencing with the Original Issue Date to but excluding
October 15, 2003, the Notes will bear interest at a rate of 5.335% per annum
and interest will be computed and paid on the basis of a 360-day year of twelve
30-day months.


         If the Calculation Agent has not given the Put Notice (as defined below)
or the Company has not repurchased the Notes (see “Reset of Interest Rate for
Second Fixed Rate Period” below), then during the period from and including
October 15, 2003 to the Maturity Date, the Notes will bear interest at a fixed
rate calculated as described below (see “Reset of Interest Rate for Second
Fixed Rate Period” below).


Put Option



         The Calculation Agent has the right to require the Company to repurchase all
(but not less than all) of the Notes on October 15, 2003 at a purchase price
equal to 100% of the principal amount thereof, plus accrued but unpaid interest
to but excluding October 15, 2003 (the “Redemption Price”), by delivering
written notice thereof to the Company on behalf of all (but not fewer than all)
holders of the Notes (the “Put Notice”). Such Put Notice shall be given no
later than 9:00 a.m. (New York time) on October 8, 2003. The Calculation Agent
shall give the Put Notice if the holders of a majority in principal amount of
the Notes request the Calculation Agent to give the Put Notice, in which event
the Put Notice shall be binding on all Noteholders; the Calculation Agent shall
not give the Put Notice absent such request of the holders of a majority in
principal amount of the Notes. In the event the Put Notice is timely given,
the Company shall repurchase the Notes at the Redemption Price on October 15,
2003.


If required by the Calculation Agent, each holder shall indicate its election
to have the Calculation Agent deliver the Put Notice to the Company by
delivering written notice of such election to the Calculation Agent by no later
than 12:00 noon (New York time) on October 6, 2003.


Reset of Interest Rate for Second Fixed Rate Period



         If the Calculation Agent has not delivered the Put Notice to the Company in
accordance with the terms set forth under “Put Option” above, the Company and
the Calculation Agent, on October 8, 2003, shall undertake the following
actions to calculate the fixed rate of interest to be paid on the Notes during
the period from and including October 15, 2003 to the Maturity Date. All
references to specific hours are references to prevailing New York time. Each
notice, bid or offer (including those given by the Reference Dealers [as
defined below]) shall be given telephonically and shall be confirmed as soon as
possible by facsimile to each of the Calculation Agent and the Company. The
times set forth below are guidelines for action by the Company and the
Calculation Agent, and each shall use its best efforts to adhere to such times.
The Company shall use its best efforts to cause the Reference Dealers to take
all actions contemplated below in as timely a manner as possible.


-4-







Table of Contents


A holder shall indicate its election to sell its Note to, and purchase
Designated Treasury Bonds from, the Final Dealer or Final Dealers (as defined
below) in accordance with the terms set forth in paragraph (e) below by
notifying the Calculation Agent of such election by no later than 9:15 a.m.
(New York time) on October 8, 2003. If the Calculation Agent has not received
written election for the sale of at least $25,000,000 aggregate principal
amount of the Notes to the Final Dealer or Final Dealers, the Calculation Agent
shall select pro rata from all holders Notes in a principal amount that, when
aggregated with the principal amount of Notes for which the Calculation Agent
has received a written election to sell, will total $25,000,000, and shall
immediately notify such holders of such selection. The holders of such
randomly selected Notes shall sell their Notes to, and purchase Designated
Treasury Bonds from, the Final Dealer or Final Dealers in accordance with the
terms set forth in paragraph (e) below.



		
	 	     (a) At 9:00 a.m., the Company shall provide to the Calculation Agent
the names of four financial institutions that deal in the Company’s debt
securities and have agreed to participate as reference dealers in
accordance with the terms set forth below (the “Reference Dealers”) and,
for each Reference Dealer, the name of and telephone and facsimile
numbers for one individual who will represent such Reference Dealer.
	 
	 	     (b) At 9:15 a.m., the Calculation Agent shall:




		
	 	     (i) determine and provide to the Company the 5-year Treasury
bond yield determined at or about such time (the “Designated
Treasury Yield”) based on an issue of 5-year Treasury bonds chosen
by the Calculation Agent (the “Designated Treasury Bonds”);
	 
	 	     (ii) calculate and provide to the Company the “Premium”, which
shall equal the present value (expressed as a percentage rounded to
four decimal places) of the Treasury Rate Difference applied over
the 10 semi-annual periods from October 15, 2003 to the Maturity
Date, discounted at the Discount Rate divided by two, where:
	 
	 	     “Treasury Rate Difference” means the difference between 4.71%
(the “Initial Treasury Yield”) minus the Designated Treasury Yield;
and
	 
	 	     “Discount Rate” means the sum of the Designated Treasury Yield
plus 0.50%; and
	 
	 	     (iii) provide to the Company the aggregate principal amount of
the Designated Treasury Bonds that the Holders will purchase (the
“Hedge Amount”) in the event that all of the Notes are sold to one
or more of the Reference Dealers in accordance with paragraph (e)
below.




		
	 	     (c) The Calculation Agent immediately thereafter shall contact each
of the Reference Dealers and request that each Reference Dealer provide
to the Calculation Agent the following firm bid and firm offer for the
benefit of the Holders (which bid and offer shall remain firm for 15
minutes):



-5-







Table of Contents





		
	 	     (i) a firm bid (on an all-in basis), expressed as a spread to
the Designated Treasury Bonds (using, for such purposes, the
Designated Treasury Yield), at which such Reference Dealer would
purchase any Notes offered (up to Notes in a principal amount equal
to $100,000,000, provided that such Reference Dealer shall not be
obligated to purchase Notes in a principal amount less that
$25,000,000) at a price equal to 100% plus the Premium for
settlement on the Redemption Date (the lowest of such spreads, the
“Spread”); and
	 
	 	     (ii) a firm offer (on an all-in basis) to sell Designated
Treasury Bonds in a principal amount equal to the Hedge Amount at a
yield equal to the Designated Treasury Yield for settlement on the
Redemption Date.




		
	 	     (d) At 9:30 a.m., the following shall occur following receipt of the
bids and offers requested in paragraph (c) above:




		
	 	     (i) the Calculation Agent shall calculate and provide to the
Company the “Adjusted Coupon”, which shall be the fixed rate of
interest on the Notes required to produce a yield on the Notes
equal to the sum of the Designated Treasury Yield and the Spread
given a purchase price of 100% plus the Premium;
	 
	 	     (ii) the Interest Rate on the Notes shall be adjusted and
shall equal, effective from and including October 15, 2003 to the
Maturity Date, the Adjusted Coupon; and
	 
	 	     (iii) the Reference Dealer providing the Spread shall be
deemed the “Final Dealer”; provided that if two or more Reference
Dealers shall have quoted such Spread, the Company shall determine
which of such Reference Dealers shall be the Final Dealer or the
Final Dealers (and, in the latter case, the allocation to be made
between them).




		
	 	     (e) The Holders:




		
	 	     (i) shall sell Notes to the Final Dealer or Final Dealers in a
principal amount which shall be not less than $25,000,000 nor more
than $100,000,000 at a price equal to 100% plus the Premium; and
	 
	 	     (ii) shall purchase Designated Treasury Bonds from the Final
Dealer or Final Dealers in a principal amount equal to the Hedge
Amount (adjusted pro rata based on the amount of Notes sold in the
event that less than $100,000,000 principal amount is sold), at a
price based on the Designated Treasury Yield, in each case for
settlement on the Redemption Date and, in the case of more than one
Final Dealer, according to the allocation designated by the Company
under paragraph (d)(iii) above.



         If the Calculation Agent determines that (i) a Market Disruption Event (as
defined below) has occurred or (ii) two or more of the Reference Dealers have
failed to provide indicative or firm bids or offers in a timely manner
substantially as provided above, the steps contemplated above shall be delayed
until the next trading day on which there is no Market Disruption Event and no


-6-







Table of Contents




such failure by two or more Reference Dealers. “Market Disruption Event”
shall mean any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange or the
establishment of minimum prices on such exchange: (ii) a general moratorium on
commercial banking activities declared by either federal or New York State
authorities; (iii) any material adverse change in the existing financial,
political or economic conditions in the United States or America or elsewhere;
(iv) an outbreak or escalation of major hostilities involving the United States
of America or the declaration of a national emergency or war by the United
States of America; or (v) any material disruption of the U.S. government
securities market, U.S. corporate bond market and/or U.S. federal wire system.


Business Day



         If any action is required or permitted to be taken pursuant to these
Additional Terms on a day that is not a Business Day, such action shall be
required or permitted to be taken on the next succeeding day that is a Business
Day.



-7-