POOLING AND SERVICING AGREEMENT

EXHIBIT 99.1

AMENDMENT NO. 1

to the

POOLING AND SERVICING AGREEMENT

dated as of September 1, 2005

HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST,

HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES,

SERIES INABS 2005-C

This AMENDMENT NO. 1, dated and effective as of December 28, 2005 (this “Amendment”), among INDYMAC ABS, INC. (the “Depositor”), INDYMAC BANK, F.S.B. (the “Seller” and the “Master Servicer”, as applicable) and DEUTSCHE BANK NATIONAL TRUST COMPANY (the “Trustee” and the “Supplemental Interest Trust Administrator”, as applicable), to the Pooling and Servicing Agreement relating to the above-captioned Certificates, dated as of September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, the Seller, the Master Servicer, the Trustee and the Supplemental Interest Trust Administrator.

RECITALS

WHEREAS, the parties hereto are entering into this Amendment pursuant to the first paragraph of Section 10.01, clauses (i) and (ii), of the Pooling and Servicing Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.    Defined Terms . Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

SECTION 2.    Amendment . The parties hereto agree to amend the Pooling and Servicing Agreement as provided herein:

(a)         Section 2.07 of the Pooling and Servicing Agreement is hereby amended by replacing subsection (c) with the following paragraph:

(c)          The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the applicable Subsequent Cut-off Date; provided, however, that such Subsequent Mortgage Loans may have a first payment date occurring

on or after the applicable Subsequent Cut-off Date and, therefore, such Subsequent Mortgage Loan could not have been delinquent as of such Subsequent Cut-off Date; (ii) the remaining term to maturity of such Subsequent Mortgage Loan will not be less than 175 months and will not exceed 360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 100.000%; (v) such Subsequent Mortgage Loans will have, as of the related Subsequent Cut-off Date, a weighted average age since origination not in excess of two months; (vi) such Subsequent Mortgage Loan will not have a Mortgage Rate less than 4.750% or greater than 12.500%; (vii) such Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchase by the Seller in accordance with its standard servicing practices; (viii) such Subsequent Mortgage Loan will have a first payment date occurring no earlier than December 1, 2004; (ix) such Subsequent Mortgage Loan will have a principal balance no greater than $740,000; and (x) such Subsequent Mortgage Loan will have been underwritten in accordance with the criteria set forth under “The Mortgage Pool—Underwriting Standards” in the Prospectus Supplement.

(b)          Section 4.05 of the Pooling and Servicing Agreement is hereby amended by replacing subsection (c) with the following paragraphs:

(c)          On each Distribution Date, the Supplemental Interest Trust Administrator shall deposit into the Supplemental Interest Trust amounts received from the Swap Provider. On each Distribution Date, the Supplemental Interest Trust Administrator shall distribute from the Supplemental Interest Trust an amount equal to or less than the amount of any Net Swap Payment received from the Swap Provider under the Swap Agreement, in the following order of priority:

(i)           first, an amount equal to the aggregate amount required under Sections 4.02(I) and (V) to be distributed on such Distribution Date, to the Class A and Subordinated Certificateholders in accordance with Sections 4.02(I) and (V) of this Agreement; provided, that for this purpose no Certificates held by the Seller, the Depositor or any Affiliate shall receive such distribution;

(ii)          second, an amount equal to the aggregate amount required under Section 2.13(a) of the Indenture, in accordance with priorities of distribution (i) and (ii) under Section 2.13(f) of the Indenture, to be distributed on the related Payment Date (as defined in the Indenture) to the indenture trustee and in accordance with the Indenture; and

(c)