<PAGE>

                                                                     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: July 11, 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
                  "Medium-Term Notes, Series O" (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 $2,880,000,000. The Company may, without the
                  consent of the Holders of the Medium-Term Notes, issue
                  additional notes having the same ranking, interest rate,
                  Stated Maturity, CUSIP number and terms as to status,
                  redemption or otherwise as Medium-Term Notes that have been
                  previously issued, in which event such notes and such
                  previously issued Medium-Term Notes shall constitute one issue
                  for all purposes under the Indenture including without
                  limitation, amendments and waivers.

                  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
                  Steven F. Udvar-Hazy, John L. Plueger, Alan H. Lund, Pamela S.
                  Hendry or Kurt Schwarz (each a "Designated Person").

<PAGE>

                  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 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, Ground Floor
                  Window, 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

                                       2

<PAGE>

                  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 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 July 11, 2003 to the Prospectus
                  dated July 11, 2003 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.

                                       3

<PAGE>

                  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 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
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 December 31, 2002,
January 24, 2003, March 14, 2003, May 19, 2003 and July 11, 2003 pursuant to
which the terms of the Medium-Term Notes set forth above have been established.

                  G.       This certificate supersedes in its entirety the
Officers' Certificate, dated May 19, 2003, with respect to the Notes previously
delivered to you.

                  [remainder of page intentionally left blank]

                                       4

<PAGE>

                  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

                                       5