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: September 25, 2000
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, 1991 (the
"Indenture"), between the Company and U.S. Bank Trust National
Association (successor to Continental Bank, National
Association), 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
"6-3/4% Notes due October 1, 2002" (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 $150,000,000.
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 October 1, 2002 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 October 1, 2002.
5. The rate at which each of the Notes shall bear
interest shall be 6-3/4%. The date from which interest shall
accrue for each of the Notes shall be September 25, 2000. The
interest payment dates on which interest on the Notes shall be
payable are each April 1 and October 1. The initial interest
payment on the Notes shall be made on April 1, 2001. 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.
6. The place or places where the principal of and
interest on the Notes shall be payable is at the office of the
Trustee, 180 East Fifth Street, St. Paul, Minnesota 55101, and
at the agency of the Trustee maintained for that purpose at the
office of U.S. Bank Trust National Association, 100 Wall Street,
20th Floor, New York, New York 10005, 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 October 1,
2002.
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 the actual number of days in the applicable Interest
Period divided by 360.
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 January 5, 1999 and a
copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of September 20, 2000, 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
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Alan H. Lund
Executive Vice President, Co-Chief
Operating Officer and Chief
Financial Officer
/s/ Pamela S. Hendry
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Pamela S. Hendry
Vice President, Treasurer and
Assistant Secretary
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