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Exhibit 4.7    
    


 
 

INSTRUCTIONS AS TO USE OF LIBERTÉ INVESTORS INC.
  SUBSCRIPTION RIGHTS CERTIFICATES    
    


        The following instructions relate to a rights offering (the "Rights Offering") by Liberté Investors Inc., a Delaware corporation
("Liberté"), to the holders of record (the "Recordholders") of its common stock, par value $0.01 per share (the "Common Stock"), as described in Liberté's Joint Proxy
Statement/Prospectus dated            , 2004 (the "Joint Proxy Statement/Prospectus"). Recordholders of Common Stock at 5:00 p.m. New York City Time
on            , 2004 (the "Record
Date") are receiving subscription rights (the "Rights") to subscribe for and purchase shares of Liberté's Common Stock (the "Underlying Shares"). An aggregate of 12,559,552 Underlying
Shares are being offered by the Joint Proxy Statement/Prospectus. Each Recordholder will receive one Right for each share of Common Stock owned of record as of the close of business on the Record
Date. The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on            , 2004, unless extended in the sole discretion of Liberté (as it may be
extended, the "Expiration Date"). After the Expiration Date, unexercised Rights will be null and void. Liberté will not be obligated to honor any purported exercise of Rights received
by The Bank of New York (the "Subscription Agent") after 5:00 p.m., New York City time, on the Expiration Date, regardless of when the documents relating to such exercise were sent, except
pursuant to the Guaranteed Delivery Procedures described below. Liberté may extend the Expiration Date by giving oral or written notice to the Subscription Agent on or before the
Expiration Date, followed by a press release no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. The Rights will be evidenced
by non-transferable Rights certificates (the "Subscription Rights Certificates"). 



        Each
Right allows the holder thereof to subscribe for 0.61 shares of Common Stock (the "Subscription Privilege") at the cash price of $4.00 per share (the "Subscription Price"). No
fractional shares of Common Stock will be issued in the Rights Offering. Instead, the number of shares of Common Stock distributed will be rounded down, and in such case, any excess funds paid will be
returned to you, without interest, as soon as practicable after the Expiration Date. 


        The
number of Rights to which you are entitled is printed on the face of your Subscription Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights
by completing the appropriate portions of your Subscription Rights Certificate and returning the certificate to the Subscription Agent in the envelope provided pursuant to the procedures described in
the Joint Proxy Statement/Prospectus. 


        YOUR
SUBSCRIPTION RIGHTS CERTIFICATES OR NOTICE OF GUARANTEED DELIVERY, AND SUBSCRIPTION PRICE PAYMENT, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED CHECKS, MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT, ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. ONCE YOU HAVE EXERCISED YOUR SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT
EXERCISED PRIOR TO THE EXPIRATION DATE WILL EXPIRE WITHOUT VALUE. 



Method Of Subscription—Exercise Of Rights  


        To exercise Rights, complete your Subscription Rights Certificate and send the properly completed and executed Subscription Rights Certificate evidencing such
Rights with any signatures required to be guaranteed so guaranteed, together with payment in full of the Subscription Price for each Underlying Share subscribed for pursuant to the Subscription
Privilege, to the Subscription Agent, on or prior to 5:00 p.m., New York City time, on the Expiration Date. Payment of the Subscription Price will be held in a segregated account to be
maintained by the Subscription Agent. All payments must be made in U.S. dollars for the full number of Underlying Shares being subscribed for by check or bank draft drawn upon a U.S. bank or postal,
telegraphic or express money order payable to The Bank of New York, as Subscription Agent. Payments will be deemed to have been received by the Subscription Agent only upon (i) clearance of any
uncertified check, (ii) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or (iii) receipt of any postal, telegraphic or express money 





 



order.
If paying by check, bank draft or money order, please reference your Subscription Rights Certificate number on your check, bank draft or money order. If paying by uncertified check, please note
that the funds paid thereby may take at least five business days to clear. Accordingly, Rights holders who wish to pay the Subscription Price by means of uncertified check are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such payment is received and clears by such date and are urged to consider payment by means of certified or cashier's check or money
order. 


        The
Subscription Rights Certificate and payment of the Subscription Price, or, if applicable, Notices of Guaranteed Delivery (as defined below) must be delivered to the Subscription
Agent by one of the methods described below: 



	By Mail
 The Bank of New York

Tender & Exchange Department

P.O. Box 11248

Church Street Station

New York, New York 10286-1248	 	By Hand or Overnight Courier
 The Bank of New York

Tender & Exchange Department

101 Barclay Street, 11 W

New York, New York 10286
	

For Information Call: (800) 507-9357





        Delivery
to any address or by a method other than those set forth above does not constitute valid delivery. 


        If
you have any questions or require additional copies of relevant documents please contact Ellen V. Billings, Secretary of Liberté, at: 


Liberté
Investors Inc.

200 Crescent Court, Suite 1365

Dallas, Texas 75201

Telephone Number: (214) 871-5935 


        By
making arrangements with your banks, trust companies, securities dealers or brokers for the delivery of funds on your behalf you may also request such bank, trust company, securities
dealer or broker to exercise the Subscription Rights Certificate on your behalf. Alternatively, you may cause a written guarantee substantially in the form of Exhibit A to these instructions
(the "Notice of Guaranteed Delivery"), from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or from a commercial
bank or trust company having an office or correspondent in the United States or from a bank, stockbroker, savings and loan association or credit union with membership in an approved signature
guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), to be received by the Subscription Agent
on or prior to the Expiration Date together with payment in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery must state your name, the number of Rights represented by the
Subscription Rights Certificate held by you and the number of Underlying Shares being subscribed for pursuant to your Subscription Privilege and that you will guarantee the delivery to the
Subscription Agent of any properly completed and executed Subscription Rights Certificate or Subscription Rights Certificates evidencing such Rights within three business days following the date of
the Notice of Guaranteed Delivery. If this procedure is followed, the properly completed Subscription Rights Certificate or Subscription Rights Certificates evidencing the Rights being exercised, with
any signatures required to be guaranteed so guaranteed, must be 


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received
by the Subscription Agent within three business days following the date of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in
the same manner as Subscription Rights Certificates at the address set forth above. Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from Ellen V. Billings,
Secretary of Liberté, at the address, or by calling the telephone number, set forth above. 


        Banks,
trust companies, securities dealers and brokers that hold shares of Common Stock as nominee for more than one beneficial owner may, upon proper showing to the Subscription Agent,
exercise their Subscription Privilege on the same basis as if the beneficial owners were recordholders on the Record Date through the Depository Trust Company ("DTC"). You may exercise these Rights
through DTC's PSOP Function on the "agents subscription over PTS" procedure and instructing DTC to charge your applicable DTC account for the Subscription Price for the new shares and deliver such
amount to the Subscription Agent. DTC must receive the subscription instructions and payment for the new shares by the Expiration Date. Except as described herein, subscriptions accepted by the
Subscription Agent via a Notice of Guaranteed Delivery must be delivered to the Subscription Agent with payment before the Expiration Date. 


        If
the aggregate Subscription Price paid by you is insufficient to purchase the number of Underlying Shares subscribed for, or if no number of Underlying Shares to be purchased is
specified, then you will be deemed to have exercised the Subscription Privilege to purchase Underlying Shares to the full extent of the payment tendered. 


Issuance Of Shares of Common Stock  


        The following deliveries and payments will be made to the address shown on the face of your Subscription Rights Certificate. As soon as practicable after the
Expiration Date and the valid exercise of Rights, the Subscription Agent will mail to each exercising Rights holder certificates representing shares of Common Stock purchased pursuant to the
Subscription Privilege. See "The Rights Offering—Subscription Privileges" in the Joint Proxy Statement/Prospectus. 


Transferability Of Rights  


        The Rights granted to you are non-transferable and therefore, may not be assigned, gifted, purchased or sold to anyone else. See "The Rights
Offering—Transferability of Rights" in the Joint Proxy Statement/Prospectus. 


Execution  



	a.
	Execution by Registered Holder. The signature on the Subscription Rights Certificate must correspond with the name of the registered
holder exactly as it appears on the face of the Subscription Rights Certificate without any alteration, enlargement or change whatsoever. Persons who sign the Subscription Rights Certificate in a
representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription
Agent satisfactory evidence of their authority to so act.



	b.
	Execution by Person Other than Registered Holder. If the Subscription Rights Certificate is executed by a person other than the holder
named on the face of the Subscription Rights Certificate, proper evidence of authority of the person executing the Subscription Rights Certificate must accompany the same unless, for good cause, the
Subscription Agent dispenses with proof of authority.



	c.
	Signature Guarantees. Your signature must be guaranteed by an Eligible Institution if you specify special payment or delivery
instructions. 



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Method Of Delivery To Subscription Agent  


        The method of delivery of the Subscription Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the risk of the Rights
holder, but, if sent by mail, it is recommend that you send those certificates and payments by overnight courier or by registered mail, properly insured, with return receipt requested, and that a
sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment before the Expiration Date 


Special Provisions Relating To The Delivery Of Rights Through The Depository Trust Company  


        In the case of any Rights that are held of record through DTC those Rights may be exercised by instructing a DTC Participant to deliver Rights from a holder's DTC
account to the Subscription Agent's DTC account, together with payment of the full Subscription Price. The notice of guaranteed delivery must be guaranteed by a commercial bank, trust company or
credit union having an office, branch or agency in the United States or by a member of a Stock Transfer Association approved medallion program such as STAMP, SEMP or MSP. Notices of guaranteed
delivery and payments should be mailed or delivered to the appropriate addresses of the Subscription Agent set forth herein. 


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Exhibit A    
    


 
 

NOTICE OF GUARANTEED DELIVERY
  FOR
  SUBSCRIPTION RIGHTS CERTIFICATES ISSUED
  BY LIBERTÉ INVESTORS INC.    
    


        This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the Rights Offering described in the Joint Proxy
Statement/Prospectus dated                        , 2004 (the "Joint Proxy Statement/Prospectus") of Liberté
Investors Inc., a Delaware corporation ("Liberté"), if a
holder of Rights cannot deliver the certificate(s) evidencing the Rights (the "Subscription Rights Certificate(s)"), to the Subscription Agent listed below (the "Subscription Agent") at or prior to
5:00 p.m., New York City time, on                        , 2004, unless such time is extended by Liberté as described
in the Joint Proxy Statement/Prospectus (as it may be extended, the
"Expiration Date"). Such form must be delivered by hand or sent by facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription
Agent on or prior to the Expiration Date. See "The Rights Offering—Method of Exercising Rights" in the Joint Proxy Statement/Prospectus. 


        Payment
of the Subscription Price of $4.00 per share for each share of Liberté's Common Stock subscribed for upon exercise of such Rights must be received by the
Subscription Agent in the manner specified in "The Rights Offering—Method of Payment" in the Joint Proxy Statement/Prospectus at or prior to 5:00 p.m., New York City time, on the
Expiration Date even if the Subscription Rights Certificates(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See "The Rights
Offering—Method of Exercising Rights" in the Joint Proxy Statement/Prospectus. 


        The
contact information for Subscription Agent is: 



	By Mail
 The Bank of New York

Tender & Exchange Department

P.O. Box 11248

Church Street Station

New York, New York 10286-1248	 	By Hand or Overnight Courier
 The Bank of New York

Tender & Exchange Department

101 Barclay Street, 11W

New York, New York 10286





        DELIVERY
OR TRANSMISSION OF THIS INSTRUMENT OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. 


        If
you have any questions or require additional copies of relevant documents please contact Ellen V. Billings, Secretary of Liberté, at: 


Liberté
Investors Inc.

200 Crescent Court, Suite 1365

Dallas, Texas 75201

Telephone Number: (214) 871-5935 





 

Ladies and Gentlemen: 


        The
undersigned hereby represents that the undersigned is the holder of Subscription Rights Certificates(s) representing    Rights and that such Subscription Rights
Certificates(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date. Upon the terms and subject to the conditions set forth in the
Joint Proxy Statement/Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the Subscription Privilege to subscribe for 0.61 shares of Common Stock with
respect to each of the Rights represented by such Subscription Rights Certificates(s). Defined terms used herein but not otherwise defined shall have the meaning set forth in the "Instructions as to
Use of Liberté Investors Inc. Subscription Rights Certificate" included herewith. 


        The
undersigned understands that payment of the Subscription Price of $4.00 per share for each share of Common Stock subscribed for pursuant to the Subscription Privilege must be
received by the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date and represents that such payment, in the aggregate amount of
$                  
    either (check appropriate box): 



	o
	is
being delivered to the Subscription Agent herewith; or



	o
	has
been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information
relating thereto):



	o
	Uncertified
check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has
cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by such date.)



	o
	Certified
check



	o
	Bank
draft (cashier's check)



	o
	Money
order 













	

 	
 	

Name of maker:	
 	


	

 	
 	

Date of check, draft or money order:	
 	


	

 	
 	

Check, draft or money order number:	
 	


	

 	
 	

Bank or other institution on which check is drawn or issuer of money order:	
 	







	 	 	Signatures(s)	 	
	 	Address	 	

	

 	
 	

Names(s)	
 	

	
 	

 	
 	


	

 	
 	

 	
 	

 (Please type or print)	
 	

 	
 	

 Area Code and Tel. No.(s)





	

 	
 	

Subscription Rights Certificates No(s).	
 	






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GUARANTEE OF DELIVERY
  (Not To Be Used For Subscription Rights Certificates Signature Guarantee)    



        The
undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program,
pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the
Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three business days after the date hereof. 



	

	
 	

Dated:	
 	


	

	
 	

 	
 	


	(Address)	 	 	 	(Name of Firm)
	

	
 	

 	
 	


	(Area Code and Telephone Number)	 	 	 	(Authorized Signature)





        The
institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Rights Certificates(s) to the Subscription Agent
within the time period shown in the Joint Proxy Statement/Prospectus of Liberté Investors, Inc., dated            , 2004. Failure to do so could result in a financial loss to
such institution. 


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Exhibit 4.7


INSTRUCTIONS AS TO USE OF LIBERTÉ INVESTORS INC. SUBSCRIPTION RIGHTS CERTIFICATES




Exhibit A


NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY LIBERTÉ INVESTORS INC.

GUARANTEE OF DELIVERY (Not To Be Used For Subscription Rights Certificates Signature Guarantee)