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                                 AMENDMENT NO. 1
                                     TO THE
                                    INDENTURE
                           Dated as of March 20, 2002

                  Reference is made to the Indenture dated as of March 1, 2001
(the "Indenture") among Triple-A One Funding Corporation (the "Initial
Purchaser"), ABFS Mortgage Loan Warehouse Trust 2001-1 (the "Issuer") and
JPMorgan Chase Bank f/k/a The Chase Manhattan Bank (the "Indenture Trustee").
Capitalized terms used herein but not defined herein shall have the meanings
ascribed thereto in the Indenture.

                  The Issuer and the Indenture Trustee hereby enter into this
Amendment, which each of MBIA Insurance Corporation (the "Note Insurer"),
Triple-A One Funding Corporation (the "Noteholder"), and Bear Stearns & Co. Inc.
(the "Liquidity Agent") consents to by its execution of the signature page
hereof.

Section 1. Amendment of the Indenture. The Indenture is hereby amended as
follows:

                  (a) The definition of "Final Purchase Date" in Appendix I is
         hereby deleted in its entirety and replaced with the following (the
         added terms indicated in bold and underline):

                  "Final Purchase Date": March 27, 2003 or such later date as
                  specified in writing by the Liquidity Provider, the Note
                  Insurer and the Initial Purchaser, each in their sole
                  discretion.

                  (b) The definition of "Final Stated Maturity Date" in Appendix
         I is hereby deleted in its entirety and replaced with the following
         (the added terms indicated in bold and underline):

                  "Final Stated Maturity Date":  The March 2032 Payment Date.

                  (c) Section 2.03(b) is hereby deleted in its entirety and
         replaced with the following (the added terms indicated in bold and
         underline):

                  The Note shall be issued in the form specified in Section 2.01
                  hereof. The Note shall be issued in one Class, the Class A
                  Notes. The aggregate Note Principal Balance of the Class A
                  Notes that may be authenticated and delivered under the
                  Indenture is limited to $100,000,000 and provided further that
                  the amount due under the Class A Note at any time shall be
                  equal to the Class A Note Principal Balance.

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                  (d) The definition of "Premium Amount" in Appendix I is hereby
         deleted in its entirely and replaced with the following (the added
         terms indicated in bold and underline):

                  "Premium Amount": Means the sum of (a) with respect to any
         Payment Date, the product of (i) the Premium Rate (ii) the average
         daily Class A Note Principal Balance during the related Accrual Period
         and (iii) a fraction, the numerator of which is equal to the actual
         number of days in such Accrual Period and the denominator of which is
         equal to 360 plus (b) on each Payment Date occurring in June,
         September, December and March of each year, an amount equal to the
         excess, if any, of (x) the product of (i) the Unused Fee Rate (as
         defined in the Premium Supplement), (ii) an amount, not less than zero,
         equal to $100,000,000 minus the average daily Class A Note Principal
         Balance during the three Accrual Periods then most recently ended and
         (iii) a fraction, the numerator of which is equal to the actual number
         of days in such three Accrual Periods and the denominator of which is
         equal to 360, over (y) the Premium payable by the Trust in respect of
         such three Accrual Periods pursuant to clause (a) above.

                  (e) All references to the term "Unused Premium Rate" are
         hereby deleted in its entirety and replaced with the term "Unused Fee
         Rate."

                  (f) Section 2.14(b)(ix) is hereby deleted in its entirety and
         replaced with the following (the added terms indicated in bold and
         underline):

                  in the case of a Subsequent Advance, the Class A Note
                  Principal Balance after giving effect to the Subsequent
                  Advance in respect of such Subsequent Purchase Date would not
                  exceed $100,000,000;


Section 2. Conditions Precedent. This Amendment shall become effective and be
deemed effective as of the date hereof upon the receipt by the Indenture Trustee
of each of the following:

                  (a) counterparts of this Amendment duly executed by the Trust,
         the Depositor and the Indenture Trustee; and

                  (b) written consent to this Amendment from the Initial
         Purchaser, the Note Insurer and the Liquidity Agent.

Section 3. Covenants, Representations and Warranties of the Trust and the
Depositor.

                  3.1 Upon the effectiveness of this Amendment, each of the
Trust and the Depositor hereby reaffirms all covenants, representations and
warranties made by it in the Basic Documents and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment.

                  3.2 Each of the Trust and the Depositor hereby represents and
warrants that upon the effectiveness of this Amendment no Trigger Event shall
exist.


                                       2
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                  3.3 Each of the Trust and the Depositor hereby represents and
warrants that this Amendment constitutes the legal, valid and binding obligation
of such party, enforceable against in accordance with the terms hereof.

Section 4. Reference to and Effect on the Indenture.

                  4.1 Upon the effectiveness of this Amendment, each reference
in the Indenture to "this Agreement," "hereunder," "hereof," "herein," "hereby"
or words of like import shall mean and be a reference to the Indenture as
amended hereby, and each reference to the Indenture in any other document,
instrument and agreement executed and/or delivered in connection with the
Indenture shall mean and be a reference to the Indenture as amended hereby.

                  4.2 Except as specifically amended hereby, the Indenture and
all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.

                  4.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any of
the parties to the Indenture or any other document, instrument, or agreement
executed in connection therewith, nor constitute a waiver of any provision
contained therein.

                  4.4 The Depositor, as Certificateholder, in accordance with
the Trust Agreement, directs First Union Trust Company, National Association,
the Owner Trustee of the Trust, to execute this Amendment on behalf of the Trust
in order to amend the Indenture.

                  4.5 By execution of this Amendment, each of the parties hereto
hereby acknowledges that it has been notified of this Amendment and consents to
the execution thereof by the Owner Trustee on behalf of the Trust.

Section 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS)
AND DECISIONS OF THE STATE OF NEW YORK.

Section 6. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.

Section 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                  [Remainder of Page Intentionally Left Blank]



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                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.



                        ABFS MORTGAGE LOAN WAREHOUSE TRUST 2001-1

                        By: 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:


                        ABFS OSO, INC.,
                            as Depositor


                        By:
                             ------------------------------------------------
                               Name:
                               Title:



                       [Signature Page to Amendment No. 1]


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ACKNOWLEDGED AND AGREED TO BY:

TRIPLE-A ONE FUNDING CORPORATION,
as Initial Purchaser

By:    MBIA INSURANCE CORPORATION,
       as its attorney-in-fact


By:
    --------------------------------
Name:
Title:


BEAR, STEARNS & CO. INC.,
as Liquidity Agent


By:
    --------------------------------
Name:
Title:

MBIA INSURANCE CORPORATION,
as Note Insurer


By:
    --------------------------------
Name:
Title:




                       [Signature Page to Amendment No. 1]


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                              OFFICER'S CERTIFICATE

                  I, Jeff Ruben, Executive Vice-President of American Business
Credit, Inc. ("ABC"), do hereby certify that:

                  (1) Attached to this Officer's Certificate is a true copy of
the Amendment No. 1 the Indenture, dated March 1, 2001 (the "Indenture") among
Triple-A One Funding Corporation (the "Initial Purchaser"), ABFS Mortgage Loan
Warehouse Trust 2001-1 (the "Issuer") and JPMorgan Chase Bank f/k/a The Chase
Manhattan Bank (the "Indenture Trustee"); and

                  (2) All conditions precedent for the Indenture Trustee's
consent specified in Section 9.07 of the Indenture have been satisfied.

                  All capitalized terms used in this Officer's Certificate not
specifically defined herein have the meaning assigned to such terms in the
Indenture.



                  IN WITNESS WHEREOF, I have hereunto signed my name.



                                 -----------------------------
                                 Name:    Jeff Ruben
                                 Title:   Executive Vice-President


DATED:  March 20, 2002










               [Officer Certificate to Indenture Amendment No. 1]