Exhibit 4.1

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

Dated as of December 7, 2010

to the

INDENTURE

Dated as of August 1, 2006

Between

INTERNATIONAL LEASE FINANCE CORPORATION

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

This SECOND SUPPLEMENTAL INDENTURE, dated as of December 7, 2010 (this “ Supplemental Indenture ”) between International Lease Finance Corporation, a corporation duly organized and existing under the laws of the State of California (herein called the “ Company ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of August 1, 2006, as supplemented by the First Supplemental Indenture, dated as of August 20, 2010 (as supplemented, the “ Indenture ”), providing for the issuance from time to time of its debt securities (herein called the “ Securities ”), to be issued in one or more series as provided in the Indenture;

WHEREAS, the Company has authorized the issuance of $1,000,000,000 aggregate principal amount of Senior Notes due 2020 (the “ 2020 Notes ”) pursuant to an Officers’ Certificate under Section 301 of the Indenture;

WHEREAS, Sections 901(4) and 901(5) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, subject to certain requirements;

WHEREAS, pursuant to Sections 901(4) and 901(5) of the Indenture, the Company and the Trustee wish to amend the Indenture solely with respect to certain provisions of the 2020 Notes and no other series of Securities issued under the Indenture; and

WHEREAS, all conditions precedent provided for in Section 901 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.

NOW, THEREFORE, in consideration of the foregoing, the Company and the Trustee agree as follows:

1.               Definitions.  All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

2.               Amendment of Section 506 of the Indenture.  The Indenture, solely with respect to the 2020 Notes, is hereby supplemented by adding the words “and property” after “Any money” in the first sentence of Section 506, deleting the period at the end of Section 506, replacing such period with “; and,” and adding the following:

“THIRD: If any funds shall be left remaining, to the Company.”

3.               Amendment of Section 704 of the Indenture.  The Indenture, solely with respect to the 2020 Notes, is hereby supplemented by replacing the introductory phrase to Section 

704(1) “deliver to the Trustee, within 15 days after the Company files” with “deliver to the Trustee, within 15 days after the Company is required to file,” and replacing the introductory phrase to Section 704(4) “furnish to the Trustee, no less often than annually” with “furnish to the Trustee, within 120 days of the end of each fiscal year of the Company”.

4.               Amendment of Section 902 of the Indenture.  The Indenture, solely with respect to the 2020 Notes, is hereby supplemented by adding to the end of Section 902(2) “amend, change or modify any provision of this Indenture affecting the ranking of any Outstanding Security in a manner adverse to the Holders of each Outstanding Security affected thereby, or”.

5.               Ratification.  Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

6.               Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

7.               Separability.   In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.               Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

9.               Benefits of this Supplemental Indenture.  Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

10.        Successors and Assigns.  All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

11.        Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

12.        Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.

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

Exhibit 4.2

International Lease Finance Corporation
Officers’ Certificate

December 7, 2010

The undersigned, Frederick S. Cromer and Pamela S. Hendry, do hereby certify that they are the duly appointed and acting Chief Financial Officer and  the duly appointed and acting Senior Vice President and Treasurer, respectively, of International Lease Finance Corporation, a California corporation (the “ Company ”).  Each of the undersigned also hereby certifies, in such person’s capacity as such officer of the Company, pursuant to Sections 301 and 303 of the Indenture, dated as of August 1, 2006, as supplemented by the First Supplemental Indenture, dated as of August 20, 2010, and the Second Supplemental Indenture (the “ Second Supplemental Indenture ”), dated as of December 7, 2010 (as supplemented, the “ Indenture ”), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), that:

A.    There has been established pursuant to resolutions duly adopted by the Executive Committee of the Board of Directors of the Company (a copy of such resolutions is attached hereto as Exhibit A ) the following series of Securities (as that term is defined in the Indenture) to be issued under the Indenture, as follows: $1,000,000,000 aggregate principal amount of the 8¼% Senior Notes due 2020 (the “ Securities ”).

B.    The terms of the Securities shall be as follows:

(1)          the title of the Securities is “8¼% Senior Notes due 2020” (the “2020 Notes”);

(2)          the initial aggregate principal amount of the 2020 Notes which may be authenticated and delivered under the Indenture (except for 2020 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 2020 Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2020 Notes which, pursuant to Section 303 of the Indenture, shall not have been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder) is $1,000,000,000; the Company may, from time to time, without the consent of the holders of the 2020 Notes, issue additional Securities having the same ranking, interest rate, maturity and other terms as the 2020 Notes;

(3)          the principal of the 2020 Notes is payable in full on December 15, 2020;

(4)          the 2020 Notes will bear interest at a rate of 8.250% per year and will be payable semi-annually, in cash in arrears, on June 15 and December 15 of each year, beginning on June 15, 2011, to the persons in whose name the 2020 Notes are registered at the close of business on the immediately preceding June 1 and December 1, respectively. Interest on the 2020 Notes will be computed on the basis of a 360-day year of twelve 30-day months; interest on the 2020 Notes will accrue from and including the date the 2020 Notes are issued (the “issue date”) or from and including the most recent interest payment date (whether or not such interest payment date was a business day) for which interest has been paid or provided for to but excluding the relevant interest payment date; if an interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next succeeding Business Day, with the same force and effect as if made on the date such payment was due, and no interest will accrue as a result of such delay;

(5)          all payments in respect of a certificated Security (including principal and interest) shall

be made at the office of the Trustee, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided , however , that payments on the 2020 Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of 2020 Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion);

(6)          the 2020 Notes are not subject to redemption prior to their stated maturity;

(7)          the 2020 Notes are not subject to any mandatory sinking fund;

(8)          the 2020 Notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 above that amount; and

(9)          the 2020 Notes shall be issued in the form of one or more Global Securities and will be registered in the name of a nominee of DTC, New York, New York. Such Global Securities may be exchanged in whole or in part for individual Securities only on the terms and conditions set forth in the Indenture.  The initial Depositary for such Global Securities shall be The Depository Trust Company.

C.    The form of the Global Notes is attached hereto as Exhibit B .

D.    The foregoing form and terms of the Securities 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 Executive Committee of 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 to be satisfied by the Company provided in the Indenture relating to the establishment, authentication and delivery by the Trustee of a series of Securities under the Indenture, designated as the Securities in this Officers’ Certificate, and the execution of the Second Supplemental Indenture have been complied with.  In the opinion of each of the undersigned, all such conditions precedent to be satisfied by the Company have been complied with.

The undersigned Secretary, by execution of this Certificate, thereby certifies the actions taken by the Executive Committee of the Board of Directors of the Company in authorizing and approving the specific terms of the Securities.

Capitalized terms herein not defined herein shall have the meanings assigned to such terms in the Indenture.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have signed this Officers’ Certificate as of the date first written above.

Exhibit 4.3

[FACE OF SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

8¼% Senior Notes due 2020

CUSIP No. 459745GF6

ISIN No.  US459745GF62

INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto on December 15, 2020.

Interest Payment Dates:  June 15 and December 15 of each year.

Record Dates: June 1 and December 1 of each year.

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

[REVERSE SIDE OF SECURITY]

8 ¼ % Senior Notes due 2020

1.                                        Interest

INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.  The Company shall pay interest semiannually on June 15 and December 15 of each year, commencing June 15, 2011.  Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from December 7, 2010 until the principal hereof is due.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2.                                        Method of Payment

The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the June 1 and December 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day).  The Holders must surrender Securities to a Paying Agent to collect principal payments.  The Company shall pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of the Securities represented by a Global Security (including principal and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will make all payments in respect of a certificated Security (including principal and interest) at the office of a Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided , however , that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.                                        Paying Agent and Registrar

Initially, Deutsche Bank Trust Company Americas will act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.                                        Indenture

The Company issued the Securities under an Indenture dated as of August 1, 2006, as supplemented by the First Supplemental Indenture dated as of August 20, 2010, and the Second Supplemental Indenture dated as of December 7, 2010 (as supplemented, the “Indenture”), by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions.

The Securities are senior unsecured obligations of the Company.

5.                                        Optional Redemption

The Securities are not subject to optional redemption.

6.                                        Sinking Fund

The Securities are not subject to any sinking fund.

7.                                        Denominations; Transfer; Exchange

The Securities are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.  A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture.  Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.

8.                                        Persons Deemed Owners

The registered Holder of this Security shall be treated as the owner of it for all purposes.

9.                                        Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person.  After any such payment, the Holders entitled to the money must look to the Company for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.

10.                                  Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some of or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Securities to redemption, or maturity, as the case may be.

11.                                  Amendment, Waiver

The Indenture and the Securities may be amended or supplemented as provided in the Indenture.

12.                                  Defaults and Remedies

The Events of Default relating to the Securities are defined in Section 501 of the Indenture.  Upon the occurrence of an Event of Default, the rights and obligations of the Company and the Holders shall be as set forth in the Indenture.

13.                                  Trustee Dealings with the Company

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

14.                                  No Recourse Against Others

No director, officer, employee, incorporator or holder of any equity interests in the Company or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Securities by accepting a Security waives and releases all such liability.

15.                                  Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

16.                                  Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

17.                                  Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

18.                                  CUSIP Numbers, ISINs and Common Codes

The Company has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs.  No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

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