<PAGE>
EXHIBIT 10.10
AMENDMENT NO. 3
TO MASTER REPURCHASE AGREEMENT
AMENDMENT NO. 3, dated as of April 19, 2006 (this "Amendment"),
to
that certain Master Repurchase Agreement, dated as of December 12,
2005 (as
previously amended, restated, supplemented or otherwise modified,
the "Existing
Repurchase Agreement"; as modified hereby and as further amended,
restated,
supplemented or otherwise modified and in effect from time to time,
the
"Repurchase Agreement"), by and among NC CAPITAL CORPORATION, NEW
CENTURY
MORTGAGE CORPORATION, NC ASSET HOLDING, L.P. (successor by
conversion to NC
Residual II Corporation), HOME123 CORPORATION and NEW CENTURY
CREDIT CORPORATION
(collectively, the "Sellers", each, a "Seller"), MORGAN STANLEY
BANK ("MSB") and
MORGAN STANLEY MORTGAGE CAPITAL INC. ("MSMCI", together with MSB,
collectively,
the "Buyers", each, a "Buyer", and as the agent for the Buyers, in
such
capacity, the "Agent"). Capitalized terms used but not otherwise
defined herein
shall have the meanings given to them in the Existing Repurchase
Agreement.
Unless otherwise stated, all article and section references used
herein refer to
the corresponding parts of the Existing Repurchase Agreement.
RECITALS
The Sellers, the Buyers and the Agent are parties to the
Existing
Repurchase Agreement.
The Sellers, the Buyers and the Agent have agreed, subject to
the
terms and conditions hereof, that the Existing Repurchase Agreement
shall be
modified as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and for other
good
and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the Sellers, the Buyers and the Agent hereby agree as
follows:
SECTION 1. Amendments. The Existing Repurchase Agreement is
hereby
amended as follows:
1.1 The definition of "Applicable Pricing Spread" in Section 1.01
is
hereby modified by deleting the table set forth therein in its
entirety and
inserting the following table in lieu thereof:
<TABLE>
<CAPTION>
Type of Eligible Mortgage Loan
Applicable Pricing Spread
------------------------------
-------------------------
<S>
<C>
Unseasoned Mortgage Loan
0.50%
Performing Aged Loan
0.90%
NINA Mortgage Loan
0.50%
Second Lien Mortgage Loan
0.50%
30+ Delinquent Mortgage Loan
1.00%
</TABLE>
<PAGE>
<TABLE>
<S>
<C>
60+ Delinquent Mortgage Loan
1.00%
Defaulted Mortgage Loan
1.45%
Wet-Ink Mortgage Loan
0.50%
Discretionary Mortgage Loan the
applicable pricing spread specified by the
Agent one (1) Business Day prior to the
applicable Purchase Date
</TABLE>
1.2 The definition of "Applicable Purchase Rate" in Section 1.01
is
hereby modified by deleting the table set forth therein in its
entirety and
inserting the following table in lieu thereof:
<TABLE>
<CAPTION>
Type of Eligible Mortgage Loan
Applicable Purchase Rate
------------------------------
------------------------
<S>
<C>
Unseasoned Mortgage Loan
98%
Performing Aged Loan
95%
NINA Mortgage Loan
98%
Second Lien Mortgage Loan
98%
30+ Delinquent Mortgage Loan
85%
60+ Delinquent Mortgage Loan
75%
Wet-Ink Mortgage Loan
98%
Defaulted Mortgage Loan
the applicable BPO Percentage
Discretionary Mortgage Loan the
applicable percentage specified by the
Agent one (1) Business Day prior to the
applicable Funding Date
</TABLE>
1.3 Section 1.01 is hereby modified by inserting in proper
alphabetical order the following new defined terms:
"'Eligible NINA Mortgage Loan' shall mean a NINA Mortgage Loan
which
(i)
is underwritten in accordance with Sellers' NINA M
