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 "Medium-
Term
Notes, Series K" (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
$1,075,000,000.
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").
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
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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, 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) 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 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
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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 September 25, 2000 to the Prospectus dated April
26, 2000
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 U.S. Bank Trust National Association 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.
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
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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 January 5, 1999 and a copy of
resolutions duly adopted by the Special Committee of the Board of
Directors as of March 19, 1999 and September 25, 2000, pursuant
to which the terms of the Medium-Term Notes set forth above have
been established.
G. This certificate supersedes in its entirety the
Officer's
Certificate, dated March 19, 1999, 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
---------------------------
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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
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