<PAGE>


                        ABFS MORTGAGE LOAN TRUST 1999-2,

                                    as Issuer

                              JPMORGAN CHASE BANK,

                              as Indenture Trustee

                          SUPPLEMENTAL INDENTURE NO. 1

                            Dated as of March 5, 2004

                                     to the

                                    INDENTURE

                            Dated as of June 1, 1999











<PAGE>

         SUPPLEMENTAL INDENTURE NO. 1, dated as of March 5, 2004, between ABFS
MORTGAGE LOAN TRUST 1999-2, a Delaware statutory trust, as issuer (the "Trust")
and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), a New York banking
corporation, as indenture trustee (the "Indenture Trustee") to the Indenture,
dated as of June 1, 1999 (the "Indenture"), between the Trust and the Indenture
Trustee, providing for the issuance of the Notes. All capitalized terms used in
this Supplemental Indenture No. 1 and not defined herein shall have the meaning
assigned to them in the Indenture.

                                   WITNESSETH
                                   ----------

         WHEREAS, Section 9.01 of the Indenture provides that, with the consent
of the Note Insurer, the Trust, by an Issuer Order, and the Indenture Trustee
may enter into one or more supplemental indentures to add to or change
provisions of the Indenture.

         WHEREAS, all things necessary to make this Supplemental Indenture No. 1
a valid agreement of the Issuer, and a valid supplement to the Indenture, have
been done.

         NOW, THEREFORE, for and in consideration of the premises, it is
mutually agreed as follows:

              1. Amendment of Section 5.07. Section 5.07 of the Indenture is
hereby amended in its entirety to read as follows:

                 "Section 5.07. Application of Money Collected

                 If the Notes have been declared due and payable following an
         Event of Default and such declaration and its consequences have not
         been rescinded and annulled, any money collected by the Indenture
         Trustee with respect to each Class of Notes pursuant to this Article V
         or otherwise and any other monies that may then be held or thereafter
         received by the Indenture Trustee as security for such Class of Notes
         shall be applied in the following order, at the date or dates fixed by
         the Indenture Trustee and, in case of the payment of the entire amount
         due on account of principal of, and interest on, such Class of Notes,
         upon presentation and surrender thereof; provided, that,
         notwithstanding the foregoing, any amount representing a Back-up
         Servicing Fee Deficiency shall only be distributed pursuant to clause
         ninth below:

                 (a) first, to the Indenture Trustee, any unpaid Indenture
         Trustee Fees with respect to such Class then due and any other amounts
         payable and due to the Indenture Trustee with respect to such Class
         under this Indenture, including any costs or expenses incurred by it in
         connection with the enforcement of the remedies provided for in this
         Article V;

                 (b) second, to the Servicer, any amounts required to pay the
         Servicer for any unpaid Servicing Fees with respect to such Class then
         due and to reimburse the Servicer for Periodic Advances with respect to





                                        1
<PAGE>

         such Class previously made by, and not previously reimbursed to or
         retained by, the Servicer and, upon the final liquidation of the
         related Mortgage Loan or the final liquidation of the Trust Estate,
         Servicing Advances with respect to such Class previously made by, and
         not previously reimbursed to or retained by, the Servicer;

                  (c) third, to the payment of Interest Distribution Amounts
         then due and unpaid upon the Outstanding Notes of such Class through
         the day preceding the date on which such payment is made;

                  (d) fourth, to the payment of the Note Principal Balance of
         each of the Outstanding Notes of such Class, up to the amount of their
         respective unpaid Note Principal Balance, ratably, without preference
         or priority of any kind;

                  (e) fifth, to the Note Insurer, as subrogee to the rights of
         the Noteholders, (x) the aggregate amount necessary to reimburse the
         Note Insurer for any unreimbursed Reimbursement Amounts for such Class
         paid by the Note Insurer on prior Distribution Dates, together with
         interest thereon at the "Late Payment Rate" specified in the Insurance
         Agreement from the date such Reimbursement Amounts were due to the Note
         Insurer to such Distribution Date, (y) the amount of any unpaid Premium
         Amount for such Class then due, together with interest thereon at the
         "Late Payment Rate" specified in the Insurance Agreement from the date
         such amounts were due to such Distribution Date and (z) any other
         amounts due and owing to the Note Insurer for such Class under the
         Insurance Agreement;

                  (f) sixth, to the payment of any Net Mortgage Loan Interest
         Shortfalls of such Class through the day preceding the date on which
         such payment is made;

                  (g) seventh, for payment in respect of the other Class of
         Notes, in the priority set forth in this Section 5.07, to the extent of
         any shortfall in the payment of the amounts described in clauses (a)
         through (f) with respect to such other Class;

                  (h) eighth, with respect to the Class A-2 Notes only, to the
         payment of any Class A-2 Available Funds Cap Carry-Forward Amount;

                  (i) ninth, to the Back-up Servicer, such Class's pro rata
         portion of any amounts required to pay the Back-up Servicer for any
         unpaid Back-up Servicing Fees and Back-up Servicing Fee Deficiency; and





                                        2
<PAGE>

                  (j) tenth, the remainder to the Holder of Trust Certificate
         relating to such Class."

         2. Amendment of Section 8.02. Section 8.02 of the Indenture is hereby
amended in its entirety to read as follows:

                  " Section 8.02.  Distributions; Statements

                  On each Distribution Date, unless the Notes have been declared
         due and payable pursuant to Section 5.02 hereof and moneys collected by
         the Indenture Trustee are being applied in accordance with Section 5.07
         hereof, Available Funds on deposit in each Distribution Account on any
         Distribution Date or Redemption Date shall be withdrawn from such
         Distribution Account, in the amounts required (based solely on the
         Servicer's Remittance Report delivered to the Indenture Trustee on or
         before such Distribution Date), for application on such Distribution
         Date in respect of payments relating to the applicable Pool of Mortgage
         Loans and the related Class of Notes as follows:

                  (i) to the Indenture Trustee, an amount equal to the Indenture
         Trustee Fees then due to it with respect to the related Class of Notes;

                  (ii) from amounts then on deposit in the related Distribution
         Account (excluding any Insured Payments and any Back-up Servicing Fee
         Deficiency), to the Note Insurer, the lesser of (x) the excess of (i)
         the amount then on deposit in such Distribution Account over (ii) the
         Insured Distribution Amount for such Pool on such Distribution Date and
         (y) the sum of the amount of all Reimbursement Amounts relating to such
         Class of Notes which have not been previously paid as of such
         Distribution Date and any other amounts relating to such Class then due
         to the Note Insurer pursuant to the Insurance Agreement;

                  (iii) from amounts then on deposit in the related Distribution
         Account (excluding any Back-up Servicing Fee Deficiency), to the
         Holders of the related Class of Notes, the Distribution Amount for such
         Class;

                  (iv) from amounts then on deposit in the related Distribution
         Account (excluding any Back-up Servicing Fee Deficiency), to the
         Holders of the related Class of Notes, the amount of any Net Mortgage
         Loan Interest Shortfalls for such Class;

                  (v) from amounts then on deposit in the related Distribution
         Account (excluding any Back-up Servicing Fee Deficiency), to the
         Cross-collateralization Reserve Account relating to the other Class of
         Notes, the Reserve Payment Amount for such Class;





                                        3
<PAGE>

                  (vi) with respect to the Class A-2 Notes, from amounts then on
         deposit in the Distribution Account relating to the Class A-2 Notes
         (excluding any Back-up Servicing Fee Deficiency), to the Holders of the
         Class A-2 Notes, the Class A-2 Available Funds Cap Carry-Forward
         Amount;

                  (vii) with respect to the Class A-2 Notes, from amounts then
         on deposit in the Distribution Account relating to the Class A-1 Notes
         (excluding any Back-up Servicing Fee Deficiency), to the Holders of the
         Class A-2 Notes, up to the Interest Coverage Amount for such
         Distribution Date, any remaining Class A-2 Available Funds Cap
         Carry-Forward Amount;

                  (viii) from amounts then on deposit in each of the
         Distribution Accounts, to the Back-up Servicer, such Class's pro rata
         portion of the Back-up Servicing Fee then due it (including any Back-up
         Servicing Fee Deficiency) and any indemnity amounts then due it
         pursuant to Section 7.02(a) of the Sale and Servicing Agreement; and

                  (ix) following the making by the Indenture Trustee of all
         allocations, transfers and disbursements described above, from amounts
         then on deposit in the related Distribution Account, the Indenture
         Trustee shall distribute to the Holders of the related Trust
         Certificates, the amount remaining on such Distribution Date, if any."

         3. Amendment of Appendix I. Appendix I of the Indenture is hereby
amended in its entirety to read as the Appendix I attached hereto as Exhibit A.

         4. Confirmation of Indenture. As amended by paragraph 1, 2 and 3
hereof, all provisions of the Indenture are confirmed as of the date hereof.
This Supplemental Indenture No. 1 shall be effective as of the date hereof.

         5. GOVERNING LAW. IN VIEW OF THE FACT THAT NOTEHOLDERS ARE EXPECTED TO
RESIDE IN MANY STATES AND OUTSIDE THE UNITED STATES AND THE DESIRE TO ESTABLISH
WITH CERTAINTY THAT THIS SUPPLEMENTAL INDENTURE NO. 1 WILL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF A STATE HAVING A
WELL-DEVELOPED BODY OF COMMERCIAL AND FINANCIAL LAW RELEVANT TO TRANSACTIONS OF
THE TYPE CONTEMPLATED HEREIN, THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED THEREIN.





                                        4
<PAGE>

         6. Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts together shall constitute but one and the same instrument.

               [Remainder of this page intentionally left blank.]






































                                        5
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                ABFS MORTGAGE LOAN TRUST 1999-2,

                                   By:      WACHOVIA TRUST COMPANY,
                                   NATIONAL ASSOCIATION (as successor
                                   to First Union Trust Company, National
                                   Association), not in its individual capacity,
                                   but solely as Owner Trustee under the Trust
                                   Agreement


                                By:__________________________________________
                                     Name:
                                     Title:

                                JPMORGAN CHASE BANK,
                                     as Indenture Trustee


                                By:__________________________________________
                                       Name:
                                       Title:


Acknowledged, agreed and consented to pursuant to
Section 9.01:



FINANCIAL SECURITY ASSURANCE INC.,
as Note Insurer


By:__________________________________________
   Name:
   Title:




























<PAGE>






                                    Exhibit A


                                   Definitions