UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE SECURITIES EXCHANGE ACT OF 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): January 28, 2014

Date of Report (Date of earliest event reported): December 17, 2013

INTERNATIONAL LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

CALIFORNIA	1-31616	22-3059110
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10250 Constellation Boulevard, Suite 3400 Los Angeles, California 90067 (Address of principal executive offices, including zip code)

~~Los~~(310) ~~Angeles~~788-1999 (Registrant’s telephone number, ~~California 90067~~including area code)

Not Applicable (~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~including~~if ~~zip~~changed ~~code~~since last report)

(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~~17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~— FDEntry ~~Disclosure~~into a Definitive Material Agreement.

~~AerCap~~On ~~Holdings~~January 28, ~~N.V.~~2014, International Lease Finance Corporation (the “~~AerCap~~Company”) ~~will~~entered beinto ~~presenting~~the ~~materials~~first ~~relating~~amendment (the “First Amendment”) to the ~~acquisition~~Three-Year ofRevolving ~~International~~Credit ~~Lease~~Agreement ~~Finance~~dated ~~Corporation~~as of October 9, 2012 (the “~~ILFC~~Credit Agreement”), by ~~AerCap~~and ~~for~~among ~~investors~~the Company, the banks party thereto and Citibank, N.A., as administrative agent (the “Agent”). The ~~materials~~amendments ~~are~~to ~~furnished~~the Credit Agreement set forth in the First Amendment will only become effective upon the occurrence of certain conditions, including the consummation of the acquisition of 100% of the Company’s common stock by AerCap Ireland Limited, an Ireland private limited liability company (~~not~~the ~~filed~~“Purchaser”) as(or ~~Exhibit 99.1~~a permitted assignee thereof) pursuant to ~~this~~that ~~Current~~certain ~~Report~~Share onPurchase ~~Form~~Agreement by and among American International Group, ~~8-K~~Inc., ~~pursuant~~AIG toCapital ~~Regulation~~Corporation, FDPurchaser and AerCap Holdings N.V. (“AerCap”) dated as of December 16, 2013.

~~Forward-Looking~~The ~~Statements. This~~amendments ~~8-K~~to ~~and~~ the ~~presentation~~Credit toAgreement ~~investors~~set ~~furnished~~forth ~~pursuant~~in ~~to Regulation FD contains statements that constitute forward-looking statements which can be identified by~~ the ~~use~~First ofAmendment words, such as “expects,” “anticipates,” “assumes,” “projects,” “estimated” and “scheduled” and similar expressions that do not relate to historical matters. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of ILFC to vary materially from those anticipated, expected or projected. Such factors include, ~~among others,~~ the satisfaction or waiver of certain customary and other closing conditions for the acquisition by AerCap of ILFC, including receipt of approvals or non-disapprovals from certain regulatory bodies, including, among others, CFIUS and other anti-trust and regulatory agencies and the approval of the acquisition of ILFC by AerCap shareholders. ILFC does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.following:

~~Item~~· The ~~9.01~~maximum ~~Financial~~ratio ~~Statements~~of consolidated indebtedness to shareholder’s equity permitted under the Credit Agreement will change from 400% at any time to 600% in calendar year 2014 and ~~Exhibits~~570% thereafter, and will be measured on a consolidated basis for AerCap and its subsidiaries.

· The ~~following~~lien ~~exhibit~~covenant iswill ~~included~~be ~~with~~tested ~~this~~for ~~report~~AerCap and its subsidiaries on a consolidated basis and certain changes will be made to the baskets as set forth in the First Amendment.

· The Credit Agreement will have a new covenant requiring the ratio of (dx) ~~Exhibits~~ unencumbered assets of AerCap and its subsidiaries on a consolidated basis to (y) the aggregate outstanding principal amount of certain financial indebtedness of AerCap and its subsidiaries on a consolidated basis to be at least 135% on the last day of any fiscal quarter of AerCap.

Exhibit No.		Description
99.1		Investor Presentation relating to the Transaction (furnished pursuant to Regulation FD).

· AerCap and certain of its subsidiaries will be required to guarantee the Company’s obligations under the Credit Agreement.

2· The cross-default provision in the Credit Agreement will extend to defaults on certain indebtedness of AerCap or any of its subsidiaries that are guarantors at such time under the Credit Agreement.

~~Pursuant~~A tocopy of the ~~requirements~~First ofAmendment ~~the~~is ~~Securities~~included ~~Exchange~~in ~~Act~~this ofForm 8-K ~~1934,~~as ~~Registrant~~Exhibit 10.1 ~~has~~and ~~duly~~is ~~caused~~incorporated ~~this~~herein ~~report~~by reference. The foregoing description of the First Amendment does not purport to be ~~signed~~complete onand is qualified in its ~~behalf~~entirety by reference to the ~~undersigned~~full ~~thereunto~~text ~~duly~~of ~~authorized~~the First Amendment.

	INTERNATIONAL LEASE FINANCE CORPORATION
		/s/ Elias Habayeb
	By:	Elias Habayeb
		Senior Vice President & Chief Financial Officer
DATED: December 17, 2013

Certain of the lenders party to the Credit Agreement, as well as certain of their respective affiliates, have performed, and in the future may 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.

3Item 9.01 — Financial Statements and Exhibits.

~~EXHIBIT INDEX~~(d) Exhibits.

Exhibit No.		Description
99.1		Investor Presentation relating to the Transaction (furnished pursuant to Regulation FD).
10.1		First Amendment to Three-Year Revolving Credit Agreement, dated as of January 28, 2014, by and among International Lease Finance Corporation, the banks party thereto and Citibank, N.A., as administrative agent.

4SIGNATURES

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

	INTERNATIONAL LEASE FINANCE CORPORATION

Dated: January 31, 2014	By:	/s/ Elias Habayeb
	Name:	Elias Habayeb
	Title:	Senior Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		First Amendment to Three-Year Revolving Credit Agreement, dated as of January 28, 2014, by and among International Lease Finance Corporation, the banks party thereto and Citibank, N.A., as administrative agent.

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