; Pooling And Servicing Agreement - AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/ - 5-14-2004
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Pooling And Servicing Agreement - AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/ - 5-14-2004

VIEWS: 229 PAGES: 15

  • pg 1
									EXECUTION VERSION AMENDMENT NO. 2 TO POOLING AND SERVICING AGREEMENT AMENDMENT NO. 2 TO POOLING AND SERVICING AGREEMENT, relating to ABFS MORTGAGE LOAN TRUST 2003-1, dated as of April 30, 2004 (this "Amendment"), by and among BEAR STEARNS ASSET BACKED SECURITIES, INC., a Delaware corporation, in its capacity as Depositor (the "Depositor"), AMERICAN BUSINESS CREDIT, INC., a Pennsylvania corporation ("ABC"), in its capacity as Servicer (the "Servicer"), JPMORGAN CHASE BANK, a New York banking corporation, in its capacities as Trustee and Collateral Agent, and EMC MORTGAGE CORPORATION, a Delaware corporation ("EMC"), in its capacity as Back-Up Servicer. WHEREAS, reference is hereby made to that certain Pooling and Servicing Agreement, dated as of March 1, 2003 and amended by that Amendment No. 1 dated as of October 31, 2003 (as amended, the "Servicing Agreement"), by and among the Depositor, the Servicer, the Trustee, the Collateral Agent and the Back-Up Servicer; and WHEREAS, Radian Asset Assurance Inc., as Certificate Insurer (the "Certificate Insurer"), has agreed to an extension of the "Servicing Period" which would otherwise expire on April 30, 2004 on the condition that the parties amend the Servicing Agreement as set forth in this Amendment and the Servicer has agreed to such amended terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: SECTION 1. Defined Terms. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings set forth in the Servicing Agreement. SECTION 2. Amendments to the Servicing Agreement. Upon the satisfaction of the conditions precedent set forth in Section 3 below, the Servicing Agreement is hereby amended as follows: 2.1 Section 7.02 of the Servicing Agreement is hereby amended to add at the conclusion thereof the following additional subsection (g): "(g) No later than 12:00 noon New York time on the fifth (5th) Business Day of each calendar month, the Servicer shall send to the Back-Up Servicer an electronic file (the "Servicer's Fixed Element Data File") for the prior calendar month, complete as of such month-end, and in computer-readable form. The Servicer's Fixed Element Data File shall contain substantially the same scope of information as the data file delivered to the BackUp

Servicer for the period ending February 27, 2004 and shall be in a substantially similar format, but shall also contain substantially complete fixed data elements necessary to identify any escrowed funds for taxes and insurance, including escrow balances, tax and insurance payee information, amounts due, dates due, payment directions, insurance policy numbers, tax parcel numbers and any similar information. The Servicer's Fixed Element Data File shall be in addition to, and not in substitution for, the electronic transmission of the Servicer Remittance Report and the Required Information as described in Section 6.07(d)." 2.2 Section 7.08(b) of the Servicing Agreement is hereby amended to delete the phrase "90-day period" in the first sentence thereof and to substitute therefor the phrase "30-day period".

Servicer for the period ending February 27, 2004 and shall be in a substantially similar format, but shall also contain substantially complete fixed data elements necessary to identify any escrowed funds for taxes and insurance, including escrow balances, tax and insurance payee information, amounts due, dates due, payment directions, insurance policy numbers, tax parcel numbers and any similar information. The Servicer's Fixed Element Data File shall be in addition to, and not in substitution for, the electronic transmission of the Servicer Remittance Report and the Required Information as described in Section 6.07(d)." 2.2 Section 7.08(b) of the Servicing Agreement is hereby amended to delete the phrase "90-day period" in the first sentence thereof and to substitute therefor the phrase "30-day period". SECTION 3. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date first above written upon: (i) the execution by the parties hereto and (ii) the receipt by the Trustee of the written consent of the Majority Certificateholders and the Certificate Insurer and the agreement of the Certificate Insurer to an extension of the Servicing Period through May 31, 2004 by its acknowledgment hereto. Notwithstanding the foregoing, if this Amendment has been signed by the Servicer and acknowledged and consented to in writing by the Certificate Insurer but the conditions in clauses (i) and (ii) above have not otherwise been satisfied, then each of the Servicer and, by its acknowledgment hereto, the Certificate Insurer, nonetheless agrees that this Amendment shall constitute a binding agreement as between the two of them such that (x) the Servicer's obligations set forth in the new Section 7.02(g) of the Servicing Agreement set forth herein shall be enforceable by the Certificate Insurer against the Servicer as an independent contractual obligation of the Servicer given in consideration of the Certificate Insurer's extension of the Servicing Period through May 31, 2004; (y) the Certificate Insurer's extension of the Servicing Period through May 31, 2004 shall be enforceable against the Certificate Insurer and (z) notwithstanding anything in the existing Servicing Agreement, the current Servicing Period which otherwise would have expired on April 30, 2004 shall be extended through (and shall therefore expire on) May 31, 2004, unless sooner terminated in accordance with Section 7.01 of the Servicing Agreement or subsequently extended by the giving of a Servicer Extension Notice in accordance with the terms of the Servicing Agreement as amended by this Amendment. SECTION 4. Representations and Warranties. (a) Each of the parties hereto represents and warrants that this Amendment has been duly authorized, executed and delivered by it pursuant to its corporate powers and constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as herein expressly amended, the Servicing Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms, and each party hereto acknowledges and agrees that it continues to be bound by the terms and provisions thereof as amended hereby. 2

SECTION 5. Reference to and Effect on Servicing Agreement. Upon the effectiveness hereof, each reference in the Servicing Agreement to "this Agreement" and each reference to the Servicing Agreement in any other agreement or documented in connection therewith, shall in each case mean and be a reference to the Servicing Agreement as amended by this Amendment, and as hereinafter amended or restated. SECTION 6. Severability. If any one or more of the covenants, agreements, provisions or terms of this Amendment or the Servicing Agreement as amended hereby shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Amendment or of the Servicing Agreement as amended hereby, or the rights of the parties hereto or thereto. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. Reference to and Effect on Servicing Agreement. Upon the effectiveness hereof, each reference in the Servicing Agreement to "this Agreement" and each reference to the Servicing Agreement in any other agreement or documented in connection therewith, shall in each case mean and be a reference to the Servicing Agreement as amended by this Amendment, and as hereinafter amended or restated. SECTION 6. Severability. If any one or more of the covenants, agreements, provisions or terms of this Amendment or the Servicing Agreement as amended hereby shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Amendment or of the Servicing Agreement as amended hereby, or the rights of the parties hereto or thereto. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. 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 shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 3

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 be executed by their respective officers thereunto duly authorized, as of the date first above written. BEAR STEARNS ASSET BACKED SECURITIES, INC., as Depositor
By: /s/ Matthew Perkins -----------------------------------Name: Matthew Perkins Title: Senior Managing Director

AMERICAN BUSINESS CREDIT, INC., as Servicer
By: /s/ Jeffrey M. Ruben -----------------------------------Name: Jeffrey M. Ruben Title: Executive Vice President

JPMORGAN CHASE BANK, as Trustee and Collateral Agent
By: /s/ Joseph Constantino -----------------------------------Name: Joseph Constantino Title: Assistant Vice President

EMC MORTGAGE CORPORATION, as Back-up Servicer
By: /s/ Virginia Darrow -----------------------------------Name: Virginia Darrow Title: Attorney In Fact

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 be executed by their respective officers thereunto duly authorized, as of the date first above written. BEAR STEARNS ASSET BACKED SECURITIES, INC., as Depositor
By: /s/ Matthew Perkins -----------------------------------Name: Matthew Perkins Title: Senior Managing Director

AMERICAN BUSINESS CREDIT, INC., as Servicer
By: /s/ Jeffrey M. Ruben -----------------------------------Name: Jeffrey M. Ruben Title: Executive Vice President

JPMORGAN CHASE BANK, as Trustee and Collateral Agent
By: /s/ Joseph Constantino -----------------------------------Name: Joseph Constantino Title: Assistant Vice President

EMC MORTGAGE CORPORATION, as Back-up Servicer
By: /s/ Virginia Darrow -----------------------------------Name: Virginia Darrow Title: Attorney In Fact

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Each of the undersigned hereby acknowledges and consents to the terms of the foregoing Amendment No. 2 to Servicing Agreement. By its signature below, pursuant to Section 7.04(b) of the Servicing Agreement, the Certificate Insurer also hereby notifies the parties to the Amendment that (i) it hereby agrees to extend the Servicing Period for an additional 31 days until May 31, 2004, and (ii) the prior notice to the Servicer dated April 5, 2004 from the Certificate Insurer stating that it would not renew the Servicing Period beyond April 30, 2004 is hereby rescinded. BEAR STEARNS & CO, INC., as Class A-1 Certificateholder
By: /s/ Virginia Darrow -------------------------------Name: Virginia Darrow Title: Attorney In Fact

RADIAN ASSET ASSURANCE INC. as Certificate Insurer
By: /s/ Bonita Z. Darland --------------------------------

Each of the undersigned hereby acknowledges and consents to the terms of the foregoing Amendment No. 2 to Servicing Agreement. By its signature below, pursuant to Section 7.04(b) of the Servicing Agreement, the Certificate Insurer also hereby notifies the parties to the Amendment that (i) it hereby agrees to extend the Servicing Period for an additional 31 days until May 31, 2004, and (ii) the prior notice to the Servicer dated April 5, 2004 from the Certificate Insurer stating that it would not renew the Servicing Period beyond April 30, 2004 is hereby rescinded. BEAR STEARNS & CO, INC., as Class A-1 Certificateholder
By: /s/ Virginia Darrow -------------------------------Name: Virginia Darrow Title: Attorney In Fact

RADIAN ASSET ASSURANCE INC. as Certificate Insurer
By: /s/ Bonita Z. Darland -------------------------------Name: Bonita Z. Darland Title: SVP & Chief Risk Officer

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FOURTH WAIVER LETTER As of March 31, 2004
ABFS Balapointe, Inc. American Business Credit, Inc. American Business Mortgage Services, Inc. ABFS Mortgage Loan Warehouse Trust 2003-1 c/o Wilmington Trust Company American Business Financial Services, Inc. HomeAmerican Credit, Inc., d/b/a Upland Mortgage JPMorgan Chase Bank, as Indenture Trustee

Re: ABFS Mortgage Loan Warehouse Trust 2003-1 Reference is made to (i) that certain Sale and Servicing Agreement, dated as of September 22, 2003 (the "Sale and Servicing Agreement"), among ABFS Balapointe, Inc, as depositor (the "Depositor"), HomeAmerican Credit, Inc., d/b/a Upland Mortgage ("Upland"), American Business Mortgage Services, Inc. ("ABMS"), and American Business Credit, Inc. ("ABC"), ABFS Mortgage Loan Warehouse Trust 2003-1, as trust (the "Trust"), American Business Financial Services, Inc., as sponsor (the "Sponsor"), JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee") and JPMorgan Chase Bank, as collateral agent (the "Collateral Agent"); (ii) that certain Indenture, dated as of September 22, 2003 (the "Indenture"), between the Trust and the Indenture Trustee; (iii) that certain Waiver Letter, dated as of October 8, 2003 (the "First Waiver Letter"), by JPMorgan Chase Bank, as note purchaser (the "Note Purchaser"); (iv) that certain Second Waiver Letter, dated as of October 31, 2003 (the "Second Waiver Letter"), by the Note Purchaser; and (v) that certain Third Waiver Letter, dated as of December 31, 2003 (the "Third Waiver Letter"). Capitalized terms used herein but not defined herein shall have the meanings given in Appendix I to the Sale and Servicing Agreement and the Indenture ("Appendix I"). The undersigned, as Note Purchaser and 100% Noteholder under the Sale and Servicing Agreement and the Indenture, as applicable, hereby waives the failure by the Sponsor and its Subsidiaries and Affiliates, as applicable, to comply on March 31, 2004 with the terms of clause (ii) of the definition of Amortization Event in

FOURTH WAIVER LETTER As of March 31, 2004
ABFS Balapointe, Inc. American Business Credit, Inc. American Business Mortgage Services, Inc. ABFS Mortgage Loan Warehouse Trust 2003-1 c/o Wilmington Trust Company American Business Financial Services, Inc. HomeAmerican Credit, Inc., d/b/a Upland Mortgage JPMorgan Chase Bank, as Indenture Trustee

Re: ABFS Mortgage Loan Warehouse Trust 2003-1 Reference is made to (i) that certain Sale and Servicing Agreement, dated as of September 22, 2003 (the "Sale and Servicing Agreement"), among ABFS Balapointe, Inc, as depositor (the "Depositor"), HomeAmerican Credit, Inc., d/b/a Upland Mortgage ("Upland"), American Business Mortgage Services, Inc. ("ABMS"), and American Business Credit, Inc. ("ABC"), ABFS Mortgage Loan Warehouse Trust 2003-1, as trust (the "Trust"), American Business Financial Services, Inc., as sponsor (the "Sponsor"), JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee") and JPMorgan Chase Bank, as collateral agent (the "Collateral Agent"); (ii) that certain Indenture, dated as of September 22, 2003 (the "Indenture"), between the Trust and the Indenture Trustee; (iii) that certain Waiver Letter, dated as of October 8, 2003 (the "First Waiver Letter"), by JPMorgan Chase Bank, as note purchaser (the "Note Purchaser"); (iv) that certain Second Waiver Letter, dated as of October 31, 2003 (the "Second Waiver Letter"), by the Note Purchaser; and (v) that certain Third Waiver Letter, dated as of December 31, 2003 (the "Third Waiver Letter"). Capitalized terms used herein but not defined herein shall have the meanings given in Appendix I to the Sale and Servicing Agreement and the Indenture ("Appendix I"). The undersigned, as Note Purchaser and 100% Noteholder under the Sale and Servicing Agreement and the Indenture, as applicable, hereby waives the failure by the Sponsor and its Subsidiaries and Affiliates, as applicable, to comply on March 31, 2004 with the terms of clause (ii) of the definition of Amortization Event in Appendix I to the Sale and Servicing Agreement and Indenture regarding the maintenance of a GAAP Net Worth of $32,000,000; provided, that such waiver is granted in return for the Sponsor's agreement to maintain a positive GAAP Net Worth for the period ending March 31, 2004. This waiver letter (the "Fourth Waiver Letter"), contains the entire agreement relating to the subject matter hereof between the parties and supersedes any prior oral or written agreement between the parties and shall not be deemed to constitute a waiver as to any other transaction or occurrence. Except as expressly provided herein, all provisions, terms and conditions, covenants and representations and warranties of the Sale and Servicing Agreement, the Indenture and the Credit Agreement remain in full force and effect.

IN WITNESS WHEREOF, the Note Purchaser has signed this Fourth Waiver Letter as of the date set forth above. JPMORGAN CHASE BANK, as Note Purchaser, 100% Noteholder and Lender
By: /s/ Michael W. Nicholson -----------------------------Name: Michael W. Nicholson Title: Senior Vice President

IN WITNESS WHEREOF, the Note Purchaser has signed this Fourth Waiver Letter as of the date set forth above. JPMORGAN CHASE BANK, as Note Purchaser, 100% Noteholder and Lender
By: /s/ Michael W. Nicholson -----------------------------Name: Michael W. Nicholson Title: Senior Vice President

AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT Amendment No. 1 to the Sale and Servicing Agreement, dated as of May 12, 2004 (this "Amendment"), among ABFS Balapointe, Inc, as depositor (the "Depositor"), HomeAmerican Credit, Inc., d/b/a Upland Mortgage ("Upland"), American Business Mortgage Services, Inc. ("ABMS" together with Upland, the "Originators"), and American Business Credit, Inc. (the "Servicer"), ABFS Mortgage Loan Warehouse Trust 2003-1, as trust (the "Trust"), American Business Financial Services, Inc., as sponsor (the "Sponsor"), JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), JPMorgan Chase Bank, as collateral agent (the "Collateral Agent") and JPMorgan Chase Bank, as note purchaser (the "Note Purchaser"). RECITALS The Depositor, the Originators, the Servicer, the Trust, the Sponsor, the Indenture Trustee and the Collateral Agent are parties to that certain Sale and Servicing Agreement, dated as of September 22, 2003 (the "Existing Sale Agreement"; as amended by this Amendment, the "Sale Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in Appendix I to the Sale Agreement. The Depositor, the Originators, the Servicer, the Trust, the Sponsor, the Indenture Trustee and the Collateral Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Sale Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Sale Agreement. Accordingly, the Depositor, the Originators, the Servicer, the Trust, the Sponsor, the Indenture Trustee and the Collateral Agent hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Sale Agreement is hereby amended, as follows: SECTION 1. Definitions. Appendix I of the Existing Sale Agreement is hereby amended by deleting the definition of "Adjusted Tangible Net Worth" in its entirety and replacing it with the following language: "Adjusted Tangible Net Worth" With respect to any Person at the end of any fiscal quarter: (a) the excess of that Person's total assets over total liabilities on that day, each being determined in accordance with GAAP consistent with the accounting principles applied in the preparation of financial statements referred to in (herein called "GAAP Net Worth"); (b) minus advances to shareholders, officers or Affiliates, aggregate investments in Subsidiaries and Affiliates included in financial statements; (c) minus goodwill and all other assets not supported by or representative of a tangible asset other than mortgage loan servicing rights and capitalized excess mortgage loan servicing fees (the values of which rights and

fees shall not be subtracted from GAAP Net Worth to determine Adjusted Tangible Net Worth), which

AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT Amendment No. 1 to the Sale and Servicing Agreement, dated as of May 12, 2004 (this "Amendment"), among ABFS Balapointe, Inc, as depositor (the "Depositor"), HomeAmerican Credit, Inc., d/b/a Upland Mortgage ("Upland"), American Business Mortgage Services, Inc. ("ABMS" together with Upland, the "Originators"), and American Business Credit, Inc. (the "Servicer"), ABFS Mortgage Loan Warehouse Trust 2003-1, as trust (the "Trust"), American Business Financial Services, Inc., as sponsor (the "Sponsor"), JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), JPMorgan Chase Bank, as collateral agent (the "Collateral Agent") and JPMorgan Chase Bank, as note purchaser (the "Note Purchaser"). RECITALS The Depositor, the Originators, the Servicer, the Trust, the Sponsor, the Indenture Trustee and the Collateral Agent are parties to that certain Sale and Servicing Agreement, dated as of September 22, 2003 (the "Existing Sale Agreement"; as amended by this Amendment, the "Sale Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in Appendix I to the Sale Agreement. The Depositor, the Originators, the Servicer, the Trust, the Sponsor, the Indenture Trustee and the Collateral Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Sale Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Sale Agreement. Accordingly, the Depositor, the Originators, the Servicer, the Trust, the Sponsor, the Indenture Trustee and the Collateral Agent hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Sale Agreement is hereby amended, as follows: SECTION 1. Definitions. Appendix I of the Existing Sale Agreement is hereby amended by deleting the definition of "Adjusted Tangible Net Worth" in its entirety and replacing it with the following language: "Adjusted Tangible Net Worth" With respect to any Person at the end of any fiscal quarter: (a) the excess of that Person's total assets over total liabilities on that day, each being determined in accordance with GAAP consistent with the accounting principles applied in the preparation of financial statements referred to in (herein called "GAAP Net Worth"); (b) minus advances to shareholders, officers or Affiliates, aggregate investments in Subsidiaries and Affiliates included in financial statements; (c) minus goodwill and all other assets not supported by or representative of a tangible asset other than mortgage loan servicing rights and capitalized excess mortgage loan servicing fees (the values of which rights and

fees shall not be subtracted from GAAP Net Worth to determine Adjusted Tangible Net Worth), which intangible assets would be deemed by HUD to be unacceptable for the purpose of calculating adjusted net worth in accordance with its requirements in effect as of such day, as such requirements appear in the "Audit Guide for Audit of Approved Non-supervised Mortgagees"; (d) plus (i) loan loss reserves; (ii) that portion of Subordinated Debt that is not due within one (1) year of that day; and (iii) that portion of senior collateralized Debt that is not due within one (1) year of that day; (e) plus net unrealized holding losses, if any, (and minus net unrealized holding gains, if any) for available-for-sale debt securities and equity securities owned (including those classified as current assets) that are required by FASB 115 to be reported as a net amount in a separate component of shareholders' equity until realized. SECTION 2. Conditions Precedent. This Amendment shall become effective on May 11, 2004 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent:

fees shall not be subtracted from GAAP Net Worth to determine Adjusted Tangible Net Worth), which intangible assets would be deemed by HUD to be unacceptable for the purpose of calculating adjusted net worth in accordance with its requirements in effect as of such day, as such requirements appear in the "Audit Guide for Audit of Approved Non-supervised Mortgagees"; (d) plus (i) loan loss reserves; (ii) that portion of Subordinated Debt that is not due within one (1) year of that day; and (iii) that portion of senior collateralized Debt that is not due within one (1) year of that day; (e) plus net unrealized holding losses, if any, (and minus net unrealized holding gains, if any) for available-for-sale debt securities and equity securities owned (including those classified as current assets) that are required by FASB 115 to be reported as a net amount in a separate component of shareholders' equity until realized. SECTION 2. Conditions Precedent. This Amendment shall become effective on May 11, 2004 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: 2.1 Delivered Documents. On the Amendment Effective Date, the Collateral Agent shall have received the following documents, each of which shall be satisfactory to the Collateral Agent in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the parties hereto; and (b) such other documents as the Collateral Agent or counsel to the Collateral Agent may reasonably request. SECTION 3. Representations and Warranties. Each of the Depositor, Originators, the Trust, the Servicer, the Sponsor and the Indenture Trustee hereby represents and warrants to the Collateral Agent that it is in compliance with all the terms and provisions set forth in the Existing Sale Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms each of their respective representations and warranties contained in Article III of the Existing Sale Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Sale Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 2

IN WITNESS WHEREOF, the Servicer, the Trust, the Indenture Trustee, the Collateral Agent, the Originators, the Subservicers and the Depositor have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. ABFS BALAPOINTE, INC., as Depositor
By: /s/ Jeffrey M. Ruben --------------------------------------Name: Jeffrey M. Ruben Title: Executive Vice President

AMERICAN BUSINESS FINANCIAL SERVICES, INC., as the Sponsor
By: /s/ Albert W. Mandia ---------------------------------------

IN WITNESS WHEREOF, the Servicer, the Trust, the Indenture Trustee, the Collateral Agent, the Originators, the Subservicers and the Depositor have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. ABFS BALAPOINTE, INC., as Depositor
By: /s/ Jeffrey M. Ruben --------------------------------------Name: Jeffrey M. Ruben Title: Executive Vice President

AMERICAN BUSINESS FINANCIAL SERVICES, INC., as the Sponsor
By: /s/ Albert W. Mandia --------------------------------------Name: Albert W. Mandia Title: Executive Vice President

HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as an Originator and a Subservicer
By: /s/ Albert W. Mandia --------------------------------------Name: Albert W. Mandia Title: Executive Vice President

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ABFS MORTGAGE LOAN WAREHOUSE TRUST 2003-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By: /s/ Linda C. Mack --------------------------------------Name: Linda C. Mack Title: Financial Services Officer

AMERICAN BUSINESS CREDIT, INC., as an Originator and the Servicer
By: /s/ Beverly Santilli --------------------------------------Name: Beverly Santilli Title: President

AMERICAN BUSINESS MORTGAGE SERVICES, INC., as an Originator and a Subservicer

ABFS MORTGAGE LOAN WAREHOUSE TRUST 2003-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By: /s/ Linda C. Mack --------------------------------------Name: Linda C. Mack Title: Financial Services Officer

AMERICAN BUSINESS CREDIT, INC., as an Originator and the Servicer
By: /s/ Beverly Santilli --------------------------------------Name: Beverly Santilli Title: President

AMERICAN BUSINESS MORTGAGE SERVICES, INC., as an Originator and a Subservicer
By: /s/ Jeffrey M. Ruben --------------------------------------Name: Jeffrey M. Ruben Title: Executive Vice President

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JPMORGAN CHASE BANK, not in its individual capacity but solely as Indenture Trustee
By: /s/ Michael W. Nicholson -------------------------------------Name: Michael W. Nicholson Title: Senior Vice President

JPMORGAN CHASE BANK, not in its individual capacity but solely as Collateral Agent
By: /s/ Michael W. Nicholson -------------------------------------Name: Michael W. Nicholson Title: Senior Vice President

Acknowledged and Agreed: JPMORGAN CHASE BANK, as Note Purchaser, 100% Noteholder and Lender
By: /s/ Michael W. Nicholson -------------------------------------Name: Michael W. Nicholson Title: Senior Vice President

JPMORGAN CHASE BANK, not in its individual capacity but solely as Indenture Trustee
By: /s/ Michael W. Nicholson -------------------------------------Name: Michael W. Nicholson Title: Senior Vice President

JPMORGAN CHASE BANK, not in its individual capacity but solely as Collateral Agent
By: /s/ Michael W. Nicholson -------------------------------------Name: Michael W. Nicholson Title: Senior Vice President

Acknowledged and Agreed: JPMORGAN CHASE BANK, as Note Purchaser, 100% Noteholder and Lender
By: /s/ Michael W. Nicholson -------------------------------------Name: Michael W. Nicholson Title: Senior Vice President

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EXHIBIT 31.1 CERTIFICATION I, Anthony J. Santilli, President, Chief Executive Officer and Chief Operating Officer of American Business Financial Services, Inc., certify that: 1. I have reviewed this Form 10-Q of American Business Financial Services, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Intentionally omitted]; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

EXHIBIT 31.1 CERTIFICATION I, Anthony J. Santilli, President, Chief Executive Officer and Chief Operating Officer of American Business Financial Services, Inc., certify that: 1. I have reviewed this Form 10-Q of American Business Financial Services, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Intentionally omitted]; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 14, 2004 /s/ Anthony J. Santilli ----------------------Anthony J. Santilli Chairman, President, Chief Executive Officer, Chief Operating Officer, and Director (principal executive officer)

EXHIBIT 31.2 CERTIFICATION I, Albert W. Mandia, Chief Financial Officer and Executive Vice President of American Business Financial Services, Inc., certify that: 1. I have reviewed this Form 10-Q of American Business Financial Services, Inc.;

EXHIBIT 31.2 CERTIFICATION I, Albert W. Mandia, Chief Financial Officer and Executive Vice President of American Business Financial Services, Inc., certify that: 1. I have reviewed this Form 10-Q of American Business Financial Services, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Intentionally omitted]; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 14, 2004 /s/ Albert W. Mandia -------------------Albert W. Mandia Executive Vice President and Chief Financial Officer (principal accounting officer)

Exhibit 32.1 AMERICAN BUSINESS FINANCIAL SERVICES, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1 AMERICAN BUSINESS FINANCIAL SERVICES, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), each of the undersigned officers of American Business Financial Services, Inc. (the "Company") does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2004 (the "Report") that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 14, 2004 /s/ Anthony J. Santilli ------------------------Anthony J. Santilli Chief Executive Officer

Date: May 14, 2004

/s/ Albert W. Mandia -------------------Albert W. Mandia Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.


								
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