X0202 3 2006-08-07 0 0001362988 Aircastle LTD AYR 0001292513 Fortress Investment Holdings LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001245521 FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NY 10105 0 0 1 0 0001371258 FORTRESS PRINCIPAL INVESTMENT HOLDINGS II LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10105 0 0 1 0 0001371256 FORTRESS INVESTMENT FUND GP (HOLDINGS) LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10105 0 0 1 0 0001371234 FORTRESS FUND III GP LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10105 0 0 1 0 0001371238 Fortress Investment Fund III LP 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10105 0 0 1 0 0001371237 Fortress Investment Fund III (Fund B) LP 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10105 0 0 1 0 0001371236 Fortress Investment Fund III (Fund D) LP 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10105 0 0 1 0 Common Shares 10109187.50 I By Fortress Investment Fund III LLP Common Shares 8643528 I By Fortress Investment Fund III (Fund B) LP Common Shares 1807436.60 I By Fortress Investment Fund III (Fund C) LP Common Shares 4148448 I By Fortress Investment Fund III (Fund D) LP Common Shares 291399.90 I By Fortress Investment Fund III (Fund E) LP Common Shares 850005.50 I By Fortress Investment Fund III (Coinvestment Fund A) LP Common Shares 1669951.90 I By Fortress Investment Fund III (Coinvestment Fund B) LP Common Shares 430101.60 I By Fortress Investment Fund III (Coinvestment Fund C) LP Common Shares 2049941 I By Fortress Investment Fund III (Coinvestment Fund D) LP This report is the first of two Forms 3 filed jointly by certain of the entities described in Footnotes (2) through (4) below, which are direct or indirect 10% beneficial owners. These two Forms 3 constitute a single filing by Fortress Investment Holdings LLC and the beneficial owners described therein. Includes 10,109,187.50 shares held by Fortress Investment Fund III LP("Fund III"), 8,643,528.00 shares held by Fortress Investment Fund III(Fund B) LP ("Fund B"), 1,807,436.60 shares held by Fortress Investment Fund III(Fund C) LP ("Fund C"), 4,148,448.00 shares held by Fortress Investment Fund III (Fund D) L.P. ("Fund D"), 291,399.90 shares held by Fortress Investment Fund III (Fund E) LP ("Fund E"), 850,005.50 shares held by Fortress Investment Fund III (Coinvestment Fund A) "Coinvestment Fund A"), 1,669,951.90 shares held by Fortress Investment Fund III (Coinvestment Fund B) LP ("Coinvestment Fund B"), 430,101.60 shares held by Fortress Investment Fund III(Coinvestment Fund C) LP ("Coinvestment Fund C"), and 2,049,941.00 shares held by Fortress Investment Fund III (Coinvestment Fund D) L.P. ("Coinvestment Fund D") [continued in Footnote 2] Fortress Fund III GP LLC ("FF III GP LLC") is the general partner of each of Fund III, Fund B, Fund C, Fund D, Fund E, Coinvestment Fund A, Coinvestment Fund B, Coinvestment Fund C and Coinvestment Fund D (collectively, the "Fund III Funds"). Fortress Principal Investment Holdings II (FPIH II) is the sole managing member of Fortress Investment Fund GP (Holdings) LLC which is the sole managing member of FF III GP LLC. Pursuant to a management agreement, Fortress Investment Group LLC ("FIG") is the manager of each of the Fund III Funds. FIG is 100% owned by Fortress Investment Holdings LLC ("FIH"). FIH and FPIH II are each owned by certain individuals, including Wesley R. Edens. By virtue of his ownership interests in FIH and FPIH II, Mr. Edens may be deemed to beneficially own the shares listed as beneficially owned by FIH and FPIH II. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. See signatures included in Exhibit 99.1 2006-08-07