<PAGE>
EXHIBIT 99.1
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
FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________________
Window Ticket Number (if any): _________________________________________________
Date of Notice of Guaranteed Delivery: _________________________________________
Institution Which Guaranteed Delivery: _________________________________________
If Guaranteed Delivery is to be made by book-entry transfer:
Name of Tendering Institution: _________________________________________________
DTC Account Number:_____________________________________________________________
Transaction Code Number:________________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING BONDS FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________
Telephone Number and Contact Person:____________________________________________
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to AES Red Oak, L.L.C., a Delaware
limited liability company ("AES Red Oak" or the "Company"), the above described
principal amount of AES Red Oak's ___% Senior Secured Bonds Series __ due 20__
(the "outstanding bonds") in exchange for a like principal amount of AES Red
Oak's ____% Senior Secured Bonds Series __ due 20__ (the "exchange bonds"),
which have been registered under the Securities Act of 1933 (the "Securities
Act"), upon the terms and subject to the conditions set forth in the prospectus
dated ___________, 2000 (as the same may be amended or supplemented from time to
time, the "prospectus"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the prospectus, constitute the
"exchange offer").
Subject to and effective upon the acceptance for exchange of the
outstanding bonds tendered herewith, the undersigned hereby sells, assigns and
transfers to or upon the order of AES Red Oak all right, title and interest in
and to such outstanding bonds as are being tendered herewith. The undersigned
hereby irrevocably constitutes and appoints the exchange agent as its agent and
attorney-in-fact (with full knowledge that the exchange agent is also acting as
agent of AES Red Oak in connection with the exchange offer and as trustee under
the indenture for the outstanding bonds and the exchange bonds) with respect to
the tendered outstanding bonds, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), subject only to
the right of withdrawal described in the prospectus, to: (i) deliver such
outstanding bonds to AES Red Oak together with all accompanying evidences of
transfer and authenticity to, or upon the order of, AES Red Oak upon receipt by
the exchange agent, as the undersigned's agent, of the exchange bonds to be
issued in exchange for such outstanding bonds; (ii) present certificates for
such outstanding bonds for transfer, and to transfer such outstanding bonds on
the account books maintained by DTC; and (iii) receive for the account of AES
Red Oak all benefits and otherwise exercise all rights of beneficial ownership
of such outstanding bonds, all in accordance with the terms and conditions of
the exchange offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
OUTSTANDING BONDS TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, AES RED OAK WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE OUTSTANDING BONDS TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY AES RED OAK OR THE EXCHANGE AGENT TO BE NECESSARY
OR DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER OF THE
OUTSTANDING BONDS TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF
THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the
outstanding bonds tendered hereby should be printed above, if they are not
already set forth above, as they appear on the certificates representing such
outstanding bonds. The certificate number(s) and the outstanding bonds that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered outstanding bonds are not exchanged pursuant to the
exchange offer for any reason, or if certificates are submitted for more
outstanding bonds than are tendered or accepted for exchange, certificates for
such nonexchanged or nontendered outstanding bonds will be returned (or, in the
case of outstanding bonds tendered by book-entry transfer, such outstanding
bonds will be credited to an account maintained at DTC), without expense to the
tendering holder promptly following the expiration or termination of the
exchange offer.
4
<PAGE>
The undersigned understands that tenders of outstanding bonds pursuant
to any one of the procedures described in "The Exchange Offer - Procedures for
Tendering" in the prospectus and in the instructions herein will, upon AES Red
Oak's acceptance for exchange of such tendered outstanding bonds, constitute a
binding agreement between the undersigned and AES Red Oak upon the terms and
subject to the conditions of the exchange offer. The undersigned recognizes
that, under certain circumstances set forth in the prospectus, AES Red Oak may
not be required to accept for exchange any of the outstanding bonds tendered
hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the exchange bonds be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of outstanding bonds, that such exchange bonds be credited to the
account indicated above maintained at DTC. If applicable, substitute
certificates representing outstanding bonds not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of outstanding bonds, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver exchange bonds to the undersigned at the address
shown below the undersigned's signature.
BY TENDERING OUTSTANDING BONDS AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT:
(I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF AES RED OAK (WITHIN
THE MEANING OF RULE 405 UNDER THE SECURITIES ACT), OR IF THE
UNDERSIGNED IS AN AFFILIATE, THE UNDERSIGNED WILL COMPLY WITH
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT TO THE EXTENT APPLICABLE;
(II) ANY EXCHANGE BONDS TO BE RECEIVED BY THE UNDERSIGNED ARE BEING
ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS; AND
(III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF
THE SECURITIES ACT) OF EXCHANGE BONDS TO BE RECEIVED IN THE
EXCHANGE OFFER.
IF THE UNDERSIGNED IS NOT A BROKER-DEALER, BY TENDERING OUTSTANDING
BONDS AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND
AGREES THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A
DISTRIBUTION OF EXCHANGE BONDS. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL
RECEIVE EXCHANGE BONDS FOR ITS OWN ACCOUNT IN EXCHANGE FOR OUTSTANDING BONDS
PURSUANT TO THE EXCHANGE OFFER, BY TENDERING OUTSTANDING BONDS AND EXECUTING
THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES THAT SUCH
OUTSTANDING BONDS WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL
DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH ANY RESALE OF EXCHANGE BONDS (PROVIDED THAT, BY SO ACKNOWLEDGING
AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT
THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT). AES RED
OAK HAS AGREED THAT STARTING ON THE EXPIRATION DATE AND ENDING ON THE CLOSE OF
BUSINESS ON THE FIRST ANNIVERSARY OF THE EXPIRATION DATE, IT WILL MAKE THE
PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER IN CONNECTION WITH ANY
SUCH RESALE.
All authority herein conferred or agreed to be conferred in this Letter
of Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the prospectus and in the instructions contained in this Letter of
Transmittal, this tender is irrevocable.
5
<PAGE>
PLEASE SIGN HERE PLEASE SIGN HERE
------------------------------------ --------------------------------------
Authorized Signature Authorized Signature
Name: Name:
------------------------------- ---------------------------------
Title: Title:
------------------------------ --------------------------------
Address: Address:
---------------------------- ------------------------------
---------------------------- ------------------------------
Telephone Number: Telephone Number:
------------------- ---------------------
Dated: Dated:
------------------------------ --------------------------------
------------------------------------ --------------------------------------
Taxpayer Identification or Taxpayer Identification or
Social Security Number Social Security Number
(NOTE: Signature(s) must be guaranteed if required by INSTRUCTIONS 2
AND 5. This Letter of Transmittal must be signed by the registered holder(s)
exactly as the name(s) appear(s) on certificate(s) for the outstanding bonds
hereby tendered or on a security position listing, or by any person(s)
authorized to become the registered holder(s) by endorsements and documents
transmitted herewith, including such opinions of counsel, certifications and
other information as may be required by AES Red Oak or the trustee for the
outstanding bonds to comply with the restrictions on transfer applicable to the
outstanding bonds. If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary capacity or representative capacity, please set forth the signer's
full title. SEE INSTRUCTIONS 2 AND 5. Please complete substitute Form W-9
below.)
6
<PAGE>
Guarantee of Signature(s)
(IF REQUIRED--SEE INSTRUCTIONS 2 AND 5)
Signature(s) Guaranteed by
an Eligible Institution: Date:
----------------------------- ------------------
Authorized Signature
Name of Eligible Institution
Guaranteeing Signature:
---------------------------------------------------------
Address:
------------------------------------
------------------------------------
Capacity (full title):
-------------------- -----------------------------------
Telephone Number:
-------------------------
<TABLE>
<CAPTION>
SPECIAL ISSUANCE INSTRUCTIONS (SEE SPECIAL DELIVERY INSTRUCTIONS (SEE
INSTRUCTIONS 2, 5 AND 6) INSTRUCTIONS 2, 5 AND 6)
<S> <C>
To be completed ONLY if the exchange bonds or To be completed ONLY if exchange bonds or any
any outstanding bonds that are not tendered are outstanding bonds that are not tendered are to be
to be issued in the name of someone other than sent to someone other than the registered holder(s)
the registered holder(s) of the outstanding bonds of the outstanding bonds whose name(s) appear(s)
whose name(s) appear(s) above. above, or to such registered holder(s) at an address
other than that shown above.
Issue: Mail:
/ / Outstanding bonds not tendered, to: / / Outstanding bonds not tendered, to:
/ / Exchange bonds, to: / / Exchange bonds, to:
Name(s) Name(s)
-------------------------------------- ---------------------------------------------
Address Address
-------------------------------------- ---------------------------------------------
-------------------------------------- ---------------------------------------------
Telephone Number Telephone Number
----------------------------- -------------------------------------
--------------------------------------------- -----------------------------------------------------
(Tax Identification or (Tax Identification or
Social Security Number) Social Security Number)
</TABLE>
7
<PAGE>
INSTRUCTIONS
(Forming part of the terms and conditions of the exchange offer)
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a)
certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer - Procedures for Tendering" in the prospectus. Certificates, or timely
confirmation of a book-entry transfer of such outstanding bonds into the
exchange agent's account at DTC, as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal (or if applicable, an "agents message" (as defined above)), must be
received by the exchange agent at its address set forth herein on or prior to
the expiration date. The term "book-entry confirmation" means a timely
confirmation of book-entry transfer of outstanding bonds into the exchange
agent's account at DTC. Outstanding bonds may be tendered in whole or in part in
integral multiples of $1,000 principal amount. The minimum denomination of
exchange bonds issued will be $100,000 with integral multiples of $1,000 in
excess thereof.
Holders who wish to tender their outstanding bonds and: (i) whose
certificates for such outstanding bonds are not immediately available; (ii) who
cannot deliver their certificates, this Letter of Transmittal and all other
required documents to the exchange agent prior to the expiration date; or (iii)
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis, may tender their outstanding bonds by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer - Procedures for Tendering" in the
prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
accompanying this Letter of Transmittal, must be received by the exchange agent
prior to the expiration date; and (iii) the certificates (or a book-entry
confirmation) representing all tendered outstanding bonds, in proper form for
transfer, together with a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees and any
other documents required by this Letter of Transmittal, must be received by the
exchange agent within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Procedures for Tendering" in the prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the exchange agent and must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery. For outstanding bonds to be properly tendered pursuant to
the guaranteed delivery procedure, the exchange agent must receive a Notice of
Guaranteed Delivery prior to the expiration date. As used herein and in the
prospectus, "Eligible Institution" means a firm or other entity identified in
Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution,"
including (as such terms are defined therein): (i) a bank; (ii) a broker,
dealer, municipal securities broker or dealer or government securities broker or
dealer; (iii) a credit union; (iv) a national securities exchange, registered
securities association or clearing agency; or (v) a savings association that is
a participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF OUTSTANDING BONDS, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO
LETTER OF TRANSMITTAL OR
8
<PAGE>
OUTSTANDING BONDS SHOULD BE SENT TO AES RED OAK. HOLDERS MAY REQUEST THEIR
RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO
EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.
AES Red Oak will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this
Letter of Transmittal is required if: (i) this Letter of Transmittal is signed
by the registered holder (which shall include any participant in DTC whose name
appears on a security position listing as the owner of the outstanding bonds) of
outstanding bonds tendered herewith, unless such holder has completed either the
box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above; or (ii) such outstanding bonds are tendered for
the account of a firm that is an Eligible Institution. In all other cases, an
Eligible Institution must guarantee the signature(s) on this Letter of
Transmittal. SEE INSTRUCTION 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Outstanding Bonds Tendered" is inadequate, the certificate
number(s) and/or the principal amount of outstanding bonds and any other
required information should be listed on a separate SIGNED schedule and attached
to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of outstanding
bonds will be accepted only in integral multiples of $1,000 principal amount. If
less than all the outstanding bonds evidenced by any certificate submitted are
to be tendered, fill in the principal amount of outstanding bonds which are to
be tendered in the box entitled "Principal Amount Tendered (if less than all)."
In such case, new certificate(s) for the remainder of the outstanding bonds that
were evidenced by the outstanding certificate(s) will be sent to the tendering
holder, unless the appropriate boxes on this Letter of Transmittal are
completed, promptly after the expiration date. All outstanding bonds represented
by certificates delivered to the exchange agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of outstanding bonds may
be withdrawn at any time prior to the expiration date. In order for a withdrawal
to be effective, a written, telegraphic or facsimile transmission of such notice
of withdrawal must be timely received by the exchange agent at its address set
forth above prior to the expiration date. Any such notice of withdrawal must
specify the name of the person who tendered the outstanding bonds to be
withdrawn, the aggregate principal amount of outstanding bonds to be withdrawn,
and (if certificates for such outstanding bonds have been tendered) the name of
the registered holder of the outstanding bonds as set forth on the
certificate(s), if different from that of the person who tendered such
outstanding bonds. If certificates for outstanding bonds have been delivered or
otherwise identified to the exchange agent, the notice of withdrawal must
specify the serial numbers on the particular certificates for the outstanding
bonds to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of outstanding bonds
tendered for the account of an Eligible Institution. If outstanding bonds have
been tendered pursuant to the procedures for book-entry transfer set forth in
"The Exchange Offer--Procedures for Tendering," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of outstanding bonds and must otherwise comply with the procedures of
DTC. Withdrawals of tenders of outstanding bonds may not be rescinded.
Outstanding bonds properly withdrawn will not be deemed validly tendered for
purposes of the exchange offer, but may be retendered at any subsequent time
prior to the expiration date by following any of the procedures described in the
prospectus under "The Exchange Offer--Procedures for Tendering."
9
<PAGE>
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by AES Red Oak, in its
sole discretion, which determination shall be final and binding on all parties.
None of AES Red Oak, any affiliates of AES Red Oak, the exchange agent or any
other person shall be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any outstanding bonds which have been tendered but
which are withdrawn will be returned to the holder thereof promptly after
withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the outstanding bonds tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the certificate(s)
or on a security position listing, without alteration, enlargement or any change
whatsoever.
If any of the outstanding bonds tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered outstanding bonds are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are names in which
certificates are registered.
If this Letter of Transmittal or any certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to AES Red Oak, in its sole discretion, of such persons'
authority to so act.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the outstanding bonds listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as AES Red Oak or the trustee for the
outstanding bonds may require in accordance with the restrictions on transfer
applicable to the outstanding bonds. Signature(s) on such certificate(s) or bond
power(s) must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If exchange bonds or
certificates for outstanding bonds not exchanged are to be issued in the name of
a person other than the signer of this Letter of Transmittal, or are to be sent
to someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. In the case of issuance in a different name, the taxpayer
identification number of the person named must also be indicated. Holders
tendering outstanding bonds by book-entry transfer may request that outstanding
bonds not exchanged be credited to such account maintained at DTC as such holder
may designate. If no such instructions are given, outstanding bonds not
exchanged will be returned by mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at DTC.
7. IRREGULARITIES. AES Red Oak will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of
outstanding bonds, which determination shall be final and binding on all
parties. AES Red Oak reserves the absolute right, in its sole and absolute
discretion, to reject any and all tenders determined by it not to be in proper
form or the acceptance for exchange of which may, in the view of counsel to AES
Red Oak, be unlawful. AES Red Oak also reserves the right, exercising reasonable
discretion and subject to applicable law, to waive any of the conditions of the
exchange offer set forth in the prospectus under "The Exchange Offer--Conditions
to the Exchange Offer" or any defect or irregularity in any tender of
outstanding bonds of any particular holder whether or not similar defects or
irregularities are waived in
10
<PAGE>
the case of other holders. AES Red Oak's interpretation of the terms and
conditions of the exchange offer (including this Letter of Transmittal and the
instructions hereto) will be final and binding. No tender of outstanding bonds
will be deemed to have been validly made until all defects or irregularities
with respect to such tender have been cured or waived. None of AES Red Oak, any
affiliates of AES Red Oak, the exchange agent, or any other person shall be
under any duty to give any notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the exchange agent at
its address and telephone number set forth above. Additional copies of the
prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may
be obtained from the exchange agent or from your broker, dealer, commercial
bank, trust company or other nominee.
9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal
income tax law, a holder whose tendered outstanding bonds are accepted for
exchange is required to provide the exchange agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
exchange agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to outstanding
bonds exchanged pursuant to the exchange offer may be subject to 31% backup
withholding.
The box in Part III of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part III is checked, the
holder or other payee must also complete the certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part III is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the exchange agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the exchange agent. The exchange agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the exchange agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the exchange agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the exchange agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the outstanding bonds or of the last transferee appearing on the transfers
attached to, or endorsed on, the outstanding bonds. If the outstanding bonds are
registered in more than one name or are not in the name of the actual owner,
consult the Instructions to Form W-9 (Request for Identification Number and
Certification) for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the Instructions to Form W-9 (Request for Identification Number
and Certification) for additional guidance on which holders are exempt from
backup withholding.
11
<PAGE>
Backup withholding is not an additional U.S. federal income tax.
Rather, the U.S. federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
10. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any
certificate representing outstanding bonds has been mutilated, lost, destroyed
or stolen, the holder should promptly notify the exchange agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen certificates have been followed.
11. SECURITY TRANSFER TAXES. Holders who tender their outstanding
bonds for exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if exchange bonds are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
outstanding bonds tendered, or if a transfer tax is imposed for any reason other
than the exchange of outstanding bonds in connection with the exchange offer,
then the amount of any such transfer tax (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such transfer tax or exemption therefrom is
not submitted with the Letter of Transmittal, the amount of such transfer tax
will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF),
TOGETHER WITH CERTIFICATES REPRESENTING TENDERED OUTSTANDING BONDS OR A BOOK
ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
12
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 9)
PAYER'S NAME: THE BANK OF NEW YORK
<TABLE>
<CAPTION>
------------------
<S> <C> <C>
SUBSTITUTE PART I--PLEASE PROVIDE YOUR Social Security Number OR
FORM W-9 TIN ON THE LINE AT RIGHT AND Employer Identification Number
CERTIFY BY SIGNING AND
DATING BELOW ---------------------------------
Department of the
Treasury Internal PART II--CERTIFICATION - Under penalties of perjury, I certify that:
Revenue Service (1) The number shown on this form is my correct taxpayer identification number (or I
am waiting for a number to be issued to me);
Payer's Request for
Taxpayer Identification (2) I am not subject to backup withholding either because: (a) I am exempt from
Number (TIN) backup withholding; (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of a failure to report all
interest or dividends; or (c) the IRS has notified me that I am no longer subject
to backup withholding; and
(3) Any other information provided on this form is true and correct.
------------------
Certification Instructions--You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return and you have not been notified by the IRS that
you are no longer subject to backup withholding.
SIGNATURE
-------------------------------------------------------------------------------
PRINTED NAME
----------------------------------------------------------------------------
DATE
------------------------------------------------------------------------------------
PART III--Awaiting TIN / /
</TABLE>
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the exchange bonds shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
<PAGE>
SIGNATURE:_______________________________ DATE: _________________________
2
