UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 9, 2012

INTERNATIONAL LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

10250 Constellation Boulevard, Suite 3400

Los Angeles, California  90067

(Address of principal executive offices, including zip code)

(310) 788-1999

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2012, International Lease Finance Corporation (the “Company”) entered into an unsecured $2,300,000,000 Three-Year Revolving Credit Agreement, among the Company, the banks named therein and Citibank, N.A., as administrative agent (the “Credit Agreement”).  The Credit Agreement replaces the Company’s existing $2,000,000,000 unsecured revolving credit agreement that was scheduled to mature in January 2014.  A copy of the Credit Agreement is included in this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

The Credit Agreement provides that the Company may borrow up to $2,300,000,000 on a three-year revolving basis for general corporate purposes.  Interest on any borrowed amounts will be based on either base rate or LIBOR plus an applicable margin determined by the Company’s ratio of consolidated indebtedness to shareholder’s equity.  The Company must also pay a commitment fee ranging from 0.35% to 0.75% of undrawn commitments, with the exact percentage determined by reference to the Company’s ratio of consolidated indebtedness to shareholder’s equity.

The Credit Agreement contains restrictive covenants that, among other things, limit the Company’s ability to incur liens and transfer or sell assets.  In addition, the Credit Agreement contains financial covenants that require the Company to maintain a minimum interest coverage ratio and a maximum ratio of consolidated indebtedness to shareholder’s equity.  The Credit Agreement also contains customary events of default.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement.

Certain of the lenders party to the Credit Agreement, as well as certain of their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking, underwriting and other financial advisory services for the Company, for which they have received, and will receive, customary fees and expenses.

Item 2.03                                             Creation of a Direct Financial Obligation.

The information set forth above under Item 1.01 is hereby incorporated by reference in its entirety in this Item 2.03.

Item 7.01                                             Regulation FD Disclosure.

On October 10, 2012, the Company issued a press release announcing that it had entered into the Credit Agreement.

A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01                                             Financial Statements and Exhibits.

The following exhibits are included with this report.  Exhibit 99.1 is being furnished solely for purposes of Item 7.01 of this Form 8-K.

(d)                               Exhibits.

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Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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