10-K 1 in07g210k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to __________ from _______________ Commission file number of Issuing Entity: 333-134691-07 Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-2 (Exact name of Issuing Entity as specified in its Charter) Commission file number of Depositor: 333-134691 IndyMac ABS, Inc. (Exact name of Registrant as specified in its Charter) IndyMac Bank, F.S.B (Exact name of Sponsor as specified in its Charter) Delaware 95-4685267 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 155 North Lake Avenue Pasadena, California 91101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 669-2300 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes[ ] No[X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X] Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). [ ] Yes [X] No DOCUMENTS INCORPORATED BY REFERENCE None PART I ITEM 1. Business. Omitted in accordance with General Instruction J to Form 10-K. ITEM 1A. Risk Factors. Omitted in accordance with General Instruction J to Form 10-K. ITEM 1B. Unresolved Staff Comments. Not Applicable. ITEM 2. Properties. Omitted in accordance with General Instruction J to Form 10-K. ITEM 3. Legal Proceedings. Omitted in accordance with General Instruction J to Form 10-K. ITEM 4. Submission of Matters to a Vote of Security Holders. Omitted in accordance with General Instruction J to Form 10-K. PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted in accordance with General Instruction J to Form 10-K. ITEM 6. Selected Financial Data. Omitted in accordance with General Instruction J to Form 10-K. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted in accordance with General Instruction J to Form 10-K. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted in accordance with General Instruction J to Form 10-K. ITEM 8. Financial Statements and Supplementary Data. Omitted in accordance with General Instruction J to Form 10-K. ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Omitted in accordance with General Instruction J to Form 10-K. ITEM 9A. Controls and Procedures. Omitted in accordance with General Instruction J to Form 10-K. ITEM 9A(T). Controls and Procedures. Not Applicable. ITEM 9B. Other Information. None. PART III ITEM 10. Directors, Executive Officers and Corporate Governance. Omitted in accordance with General Instruction J to Form 10-K. ITEM 11. Executive Compensation. Omitted in accordance with General Instruction J to Form 10-K. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted in accordance with General Instruction J to Form 10-K. ITEM 13. Certain Relationships and Related Transactions, and Director Independence. Omitted in accordance with General Instruction J to Form 10-K. ITEM 14. Principal Accountant Fees and Services. Omitted in accordance with General Instruction J to Form 10-K. ADDITIONAL ITEMS REQUIRED BY GENERAL INSTRUCTION J(2) Item 1112(b) of Regulation AB., Significant Obligor Financial Information. None Item 1114(b)(2) of Regulation AB., Financial Information of Significant Enhancement Providers. The consolidated balance sheets of MBIA, Inc. and its subsidiaries ("MBIA, Inc.") as of the most recent calendar year ended and the related consolidated statements of income, changes in shareholder's equity and cash flows for the calendar year then ended and the interim consolidated balance sheet of MBIA Inc. as of the most recent calendar quarter ended, and the related statements of income, changes in shareholder's equity and cash flows for the calendar quarter ended, included in the Annual Report on Form 10-K and Quarterly Report on Form 10-Q of MBIA, Inc., respectively, which have been filed with the Securities and Exchange Commission (the "Commission") by MBIA, Inc. (Commission File No. 001-09583 and CIK No. 0000814585), are hereby incorporated by reference into this form 10-K and shall be deemed to be part hereof. Any statement contained in a document incorporated herein by reference shall be modified or superseded for the purposes of this Form 10-K to the extent that a statement contained herein by reference also modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Form 10-K. Item 1115(b) of Regulation AB., Financial Information of Certain Entities Providing Derivative Instruments. Not applicable because based on a reasonable good faith estimate of maximum probably exposure, the "significance percentage" of the Interest Rate Swap Agreement, as calculated in accordance with Item 1115 of Regulation AB, is less than 10%. Item 1117 of Regulation AB., Legal Proceedings. None. Item 1119 of Regulation AB., Affiliations and Certain Relationships and Related Transactions. Except as set forth below, the information regarding this Item has been previously filed in a 424(b)(5) filing dated March 22, 2007. On March 16, 2008, JPMorgan Chase & Co. ("JPMorgan Chase") announced that it had entered into an Agreement and Plan of Merger, dated March 16, 2008 (the "Agreement and Plan of Merger"), and subsequently amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2008 (such amendment, together with the Agreement and Plan of Merger, the "Merger Agreement"), with The Bear Stearns Companies Inc., the parent company of Bear Stearns Financial Products Inc. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in Merger Agreement, a wholly-owned subsidiary of JPMorgan Chase will merge with and into The Bear Stearns Companies Inc. with The Bear Stearns Companies Inc. continuing as the surviving corporation and as a wholly-owned subsidiary of JPMorgan Chase. The Merger Agreement has been approved by the Boards of Directors of The Bear Stearns Companies Inc. and JPMorgan Chase and is subject to customary closing conditions, including stockholder approval. The Federal Reserve, the Office of the Comptroller of the Currency and other federal agencies have given all necessary approvals for the merger. The merger is expected to be completed by the end of the second calendar year quarter of 2008, however there can be no assurance that the merger will close as contemplated. In connection with the Merger Agreement, JPMorgan Chase issued an Amended and Restated Guaranty Agreement, effective as of March 16, 2008 (the "Guaranty"), guaranteeing the obligations and liabilities of The Bear Stearns Companies Inc. and certain of its affiliates, including Bear Stearns Financial Products Inc.'s obligations under the interest rate swap agreement. A copy of the Guaranty is filed as Exhibit 99.2 to this Form 10-K. Except with respect to the addition of this Guaranty, the terms and conditions of the interest rate swap agreement remain unchanged. JPMorgan Chase is a financial holding company incorporated under Delaware law, whose principal office is located in New York, New York. JPMorgan Chase services include investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves millions of consumers in the United States and many of the world's corporate, institutional and government clients under its JPMorgan and Chase brands. Item 1122 of Regulation AB., Compliance with Applicable Servicing Criteria. See Item 15, Exhibits 33.1, 33.2, 33.3, 34.1, 34.2 and 34.3. Item 1123 of Regulation AB., Servicer Compliance Statement. See Item 15, Exhibit 35.1. PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) List the following documents filed as a part of the report: (1) Not Applicable. (2) Not Applicable. (3) The exhibits filed in response to item 601 of Regulation S-K are listed in the Exhibit Index. (b) See (a)(3) above. (c) Not Applicable. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: INDYMAC ABS, INC., as Depositor By: /s/ Blair Abernathy Name: Blair Abernathy Title: Executive Vice President (Senior Officer in Charge of Securitization of the Depositor) Date: March 31, 2008 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS THAT HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy, or other proxy soliciting material with respect to the Issuing Entity or Depositor has been, or will be, sent to the security holders. EXHIBIT INDEX Exhibit Document 3(i) Registrant's Certificate of Incorporation (Filed as Exhibit 3.1 to Registration Statement on Form S-3 by IndyMac ABS, Inc., Commission File No. 333-47158 and CIK No. 1060764).* 3(ii) Registrant's By-laws (Filed as Exhibit 3.2 to Registration Statement on Form S-3 by IndyMac ABS, Inc., Commission File No. 333-120706 and CIK No. 1060764).* 4.1 Pooling and Servicing Agreement (Filed as part of the Current Report on Form 8-K filed on May 22, 2007 under the Commission File Number of the Issuing Entity, Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-2, Commission File No. 333-134691-07, CIK No. 1392602).* 4.2 Endorsement (Filed as part of the Current Report on Form 8-K on Form 8-K filed on December 28, 2007 under the Commission File Number of the Issuing Entity, Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-2, Commission File No. 333-134691-07, CIK No. 1392602)*. 31 Section 302 Certification. 33.1 IndyMac Bank, F.S.B.'s Annual Report on Assessment of Compliance for Year End December 31, 2007. 33.2 Newport Management Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2007. 33.3 Deutsche Bank National Trust Company's Annual Report on Assessment of Compliance for Year End December 31, 2007. 34.1 IndyMac Bank, F.S.B.'s Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2007. 34.2 Newport Management Corporation's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2007. 34.3 Deutsche Bank National Trust Company's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2007. 35.1 IndyMac Bank, F.S.B.'s Annual Statement of Compliance for Year End December 31, 2007 pursuant to Item 1123 of Regulation AB. 99.1 The Annual Report on Form 10-K and Quarterly Report on Form 10-Q of MBIA, Inc. and its subsidiaries, which have been filed with the Commission by MBIA, Inc. (Commission File No. 001-09583, and CIK No. 0000814585) are hereby incorporated by reference.* 99.2 Amended and Restated Guaranty Agreement, effective as of March 16, 2008. ___________________________________ * Incorporated herein by reference.