e4-2.htm


    RIGHTS
CERTIFICATE
#:                                                                                                                                                                      NUMBER
OF RIGHTS:                                        Exhibit
4.2

    
       

      THE TERMS
AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS

      DATED
[_______], 2008 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE..
 ADDITIONAL COPIES OF

      THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM GEORGESON SHAREHOLDER SERVICES, THE
INFORMATION AGENT.

       

      America
First Tax Exempt Investors, L.P.

       

      a
Delaware limited partnership

       

      NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE

       

      Evidencing
Non-Transferable Subscription Rights to Purchase Beneficial Unit Certificates
(“BUCs”) of America First Tax Exempt Investors, L.P.

       

      Subscription
Price:                                      $
[___] per
BUC

       

      THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN
TIME,

       

      ON
[_______ __], 2008, UNLESS EXTENDED BY THE COMPANY’S GENERAL
PARTNER

      REGISTERED

      OWNER:

      
        	THIS
      CERTIFIES THAT the registered owner whose name is inscribed hereon is the
      owner of the number of non-transferable subscription rights (“Rights”) set
      forth above.  Each Right entitles the holder thereof to
      subscribe for and purchase one Beneficial Unit Certificate (“BUC”)
      representing an assigned limited partner interest in America First Tax
      Exempt Investors, L.P., a Delaware limited partnership, at a subscription
      price of $____ per BUC
      (the  “Basic  Subscription  Privilege”),
      pursuant to a rights offering (the “Rights Offering”), on the terms and
      subject to the conditions set forth in the Prospectus and the
      “Instructions for Use of America First Tax Exempt Investors, L.P.
      Subscription Rights Certificates” accompanying this Subscription Rights
      Certificate.  If any BUCs available for purchase in
      the	 	  

                 

                Rights
      Offering are not purchased by other holders of Rights pursuant to the
      exercise of their Basic Subscription Privilege in full, the owner of this
      Subscription Rights Certificate may subscribe for a number of excess BUCs
      pursuant to the terms and conditions of the Rights Offering, subject to
      proration, as described in the Prospectus (the “Over-Subscription
      Privilege”).  The Rights represented by this Subscription Rights
      Certificate may be exercised by completing Form 1 and any other
      appropriate forms on the reverse side hereof and by delivering the full
      payment of the subscription price for each BUC in accordance with the
      “Instructions for Use of America First Tax Exempt Investors, L.P.
      Subscription Rights Certificates” that accompany this Subscription Rights
      Certificate.

              


      

      
        	  

                This Subscription Rights
      Certificate is not valid unless countersigned by the subscription agent
      and registered by the registrar.

                 

              	   
	  

                Witness
      the signatures of the duly authorized officers of The Burlington Capital
      Group, LLC, acting in its capacity of the general partner of the
      general partner of the Company.

                 

                 

              
	 Dated:                                       	 ,
    2008	 
	
                 

                ________________________________________

              	 	  

                ________________________________________

              
	 Lisa Y.
      Roskens, President and Chief Executive Officer 	 	 Michael J.
      Draper, Secretary


      

      
         

        
           


          
          

        

        
           


        

      

    

    DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

     

    Delivery other than in the manner or
to the addresses listed below will not constitute valid delivery.

     

    
      	
              If delivering by mail:

              American
      Stock Transfer & Trust Company

              [Operations
      Center

              Attn:
      Reorganization Department

              P.O.
      Box 2042

              New
      York, NY 10272-2042]

               

            	
              If delivering by hand or
      courier:

              American
      Stock Transfer & Trust Company

              [Operations
      Center

              Attn:
      Reorganization Department

              6201
      15th
      Avenue

              Brooklyn,
      NY  11219]

               

            


    

    
      	 


              SECTION
      1-EXERCISE OF SUBSCRIPTION RIGHTS


            	 	 SECTION
      2-SIGNATURE
	 To subscribe
      for BUCs pursuant to your Basic Subscription Privilege, please complete
      lines (a) and (c) and sign under Section 3 below.  To subscribe
      for BUCs pursuant to your Over-Subscription Privilege, please also complete
      line (b) and sign under Section 3 below.	 	 I
      acknowledge that I have received the Prospectus for this Rights Offering
      and I hereby irrevocably subscribe for the number of BUCs indicated above
      on the terms and conditions specified in the
  Prospectus.
	
               

              (a)  EXERCISE
      OF BASIC SUBSCRIPTION PRIVILEGE:

            	 	 
	  I
      apply for ____________
      BUCs   X      $_____           =
      $______________ 

                    (no. of new
      BUCs)            (subscription
      price)     (amount enclosed)

            	 	  

              Signature(s)          _______________________________ 
                                                                                             

            
	
               

              (b)  EXERCISE
      OF OVER-SUBSCRIPTION PRIVILEGE

            	 	                         
           _________________________________    
	 If
      you have exercised your Basic Subscription Privilege in full and wish to
      subscribe for additional BUCs pursuant to your Over-Subscription
      Privilege:	 	 IMPORTANT:
      The signature(s) must correspond with the name(s) as printed on the face
      of this Subscription Rights Certificate in every particular, without
      alteration or enlargement, or any other change
  whatsoever.
	
               
      

              I
      apply for ____________
      BUCs   X     $_____            =
      $______________

                    (no. of new
      BUCs)       (subscription
      price)         (amount
      enclosed)

               

            	 	 
	
                 (c)           TOTAL
      AMOUNT OF PAYMENT ENCLOSED = $_______________

               

            	 	 
	 (d)           METHOD
      OF PAYMENT (CHECK ONE) 

               

            	 	 
	   o Certified
      or Cashier’s check drawn on a U.S. bank or postal or telegraphic money
      order made payable to “American Stock Transfer & Trust Company, as
      Subscription Agent.” 	 	 
	   o Wire transfer of immediately available funds
      directly to the account maintained by American Stock Transfer & Trust
      Company, as Subscription Agent, for purposes of accepting subscriptions in
      this Rights Offering at [Sovereign Bank, 551 Fifth Avenue, New York, New
      York  10176, ABA #231 372 691, Account #303 600
      2123].	 	 


    

     

    
    

    PLEASE
REFER TO THE INSTRUCTIONS FOR USE OF AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
SUBSCRIPTION RIGHTS CERTIFICATES

    
      
        


        FOR
ADDITIONAL ASSISTANCE, YOU MAY CONSULT GEORGESON SHAREHOLDER SERVICES, THE
INFORMATION AGENT, AT [(      )
[                              ].  BANKS
AND BROKERS MAY CALL THE INFORMATION AGENT AT
(212) 440-9800.