Letter of Transmittal (2000)Full Document 

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              THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
             AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2000,
                                UNLESS EXTENDED.

                               AES RED OAK, L.L.C.

                              LETTER OF TRANSMITTAL

       OFFER TO EXCHANGE ITS ____% SENIOR SECURED BONDS SERIES __ DUE 20__
           WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING ____% SENIOR SECURED BONDS SERIES __ DUE 20__
               PURSUANT TO THE PROSPECTUS DATED ___________, 2000


                               The exchange agent
                           for the exchange offer is:

                              THE BANK OF NEW YORK

    By Facsimile:          By Mail or Hand (9:00 a.m. to 5:00 p.m., local time):

    (212) 815-6339                                  The Bank of New York
Attention: Reorganization Department               101 Barclay Street, Floor 7W
Confirm by Telephone to: (212) 815-2742               New York, New York 10286
                                            Attention: Reorganization Department

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.

         This Letter of Transmittal is to be completed by holders of outstanding
bonds (as defined below) if either (i) outstanding bonds are to be forwarded
herewith, or (ii) tenders of outstanding bonds are to be made by book-entry
transfer to an account maintained by The Bank of New York (the "exchange agent")
at The Depository Trust Company ("DTC") pursuant to the procedures set forth in
"The Exchange Offer - Procedures for Tendering" in the prospectus. An "agents
message" (as defined below) may also be used in lieu of physically completing,
executing and delivering to the exchange agent this Letter of Transmittal, if
delivery of the outstanding bonds is to be made through the DTC's automated
tender offer program. The "agent's message" means a message, transmitted by the
DTC and received by the exchange agent and forming part of the confirmation of
book-entry ("book-entry confirmation"), which states that the DTC has received
an express acknowledgment from a participant tendering outstanding bonds which
are the subject of such book-entry confirmation and that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the agreement may be enforced against such participant. For additional
information regarding DTC's automated tender offer program, please refer to "The
Exchange Offer - Procedures for Tendering - Tendering Through DTC's Automated
Tender Offer Program" section of the prospectus.

<PAGE>

         Holders of outstanding bonds whose certificates for such outstanding
bonds are not immediately available or who cannot deliver their certificates,
this Letter of Transmittal and all other required documents to the exchange
agent on or prior to the expiration date or who cannot complete the procedures
for book-entry transfer on a timely basis, may tender their outstanding bonds
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering" in the prospectus.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

         List below the outstanding bonds of which you are a holder. If the
space provided below is inadequate, list the certificate numbers and principal
amount on a separate SIGNED schedule and attach that schedule to this Letter of
Transmittal. SEE INSTRUCTION 3.

                    ALL TENDERING HOLDERS COMPLETE THIS BOX:

--------------------------------------------------------------------------------

                    Description of Outstanding Bonds Tendered

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)
               (Fill in, if blank)                                             Outstanding Bonds Tendered

------------------------------------------------------------------------------------------------------------------------------------
                                                                  Certificate             Principal
                                                                   Number(s)*           Amount (Attach              Principal
                                                                   (Attach              additional list if           Amount
                                                                additional list if         necessary)               Tendered (if
                                                                   necessary)                                     less than all)**
                                                               ------------------      --------------------       --------------
               <S>                                              <C>                     <C>                        <C>
                                                                                        $                          $
                                                               ------------------      --------------------       --------------

                                                               ------------------      --------------------       --------------

                                                               ------------------      --------------------       --------------

                                                               ------------------      --------------------       --------------

               Total Amount Tendered:                                                   $                          $
                                                               ------------------      --------------------       --------------

------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


/ /  CHECK HERE IF ANY ADDITIONAL LISTS ARE ATTACHED.

*    Need not be completed by book-entry holders. Such holders should check the
     appropriate box below and provide the requested information.

**   Need not be completed if tendering for exchange all outstanding bonds held.
     Outstanding bonds may be tendered in whole or in part in integral multiples
     of $1,000 principal amount. ALL OUTSTANDING BONDS HELD SHALL BE DEEMED
     TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. SEE
     INSTRUCTION 4.

(Boxes Below To Be Checked By Eligible Institutions Only. SEE INSTRUCTION 1.)



                                       2
<PAGE>

/ /  CHECK HERE IF TENDERED OUTSTANDING BONDS ARE ENCLOSED HEREWITH.

/ /  CHECK HERE IF TENDERED OUTSTANDING BONDS ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND
     COMPLETE THE FOLLOWING:

Name of Tendering Institution:__________________________________________________

DTC Account Number: ____________________________________________________________

Transaction Code Number: _______________________________________________________

/ /  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
     TENDERED OUTSTANDING BONDS ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE

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