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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: March 14, 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
     $2,000,000,000. 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 Leslie L. Gonda,
     Steven F. Udvar-Hazy, Alan H. Lund, Pamela S. Hendry or Kurt Schwarz (each
     a "Designated Person").
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          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

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     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 March 14, 2003 to the
     Prospectus dated December 31, 2002 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.

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     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
and March 14, 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 January 24, 2003, with respect to the Notes previously delivered to you.

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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

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