**Exhibit 10.10****AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED MASTER****REPURCHASE AGREEMENT**     AMENDMENT NO. 1 (this “Amendment”), dated as of August 10, 2006, by and among IXISReal Estate Capital Inc., a New York corporation, having an address at 9 West 57thStreet, 36th Floor, New York, New York 10019 (the “Buyer”), New Century MortgageCorporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine,California 92612 (“NCMC”), NC Asset Holding, L.P., a Delaware limited partnership (assuccessor to NC Residual II Corporation), having an address at 18400 Von Karman, Suite 1000,Irvine, California 92612 (“NCAH”), NC Capital Corporation, a California corporation, havingan address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCCC”), New CenturyCredit Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000,Irvine, California 92612 (“New Century”) and Home123 corporation, a California corporation,having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“Home123”, andtogether with NCMC, NCCC, NCAH and New Century, the “Seller”) to the Fourth Amended andRestated Master Repurchase Agreement, dated as of October 11, 2005, by and between the Seller andthe Buyer (the “Existing Repurchase Agreement” and as amended by this Amendment No. 1, asmay be amended from time to time, the “Repurchase Agreement”). Unless otherwise definedherein, terms defined in the Repurchase Agreement are used herein as therein defined.RECITALS     WHEREAS, the Seller and the Buyer are parties to the Existing Repurchase Agreement and theSeller has requested the Buyer to agree to amend certain provisions of the Existing RepurchaseAgreement as set forth in this Amendment. The Buyer hereto is willing to agree to such amendments,but only on the terms and subject to the conditions set forth in this Amendment.     NOW, THEREFORE, in consideration of the premises and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and theBuyer hereby agree as follows:     Section 1. Defined Terms. Unless otherwise defined herein, terms defined in theAgreement are used herein as therein defined.     Section 2. Amendments.     (a) The definition of “50/30 Mortgage Loan” is hereby added after the definition of“40/30 Mortgage Loan”:     ““50/30 Mortgage Loan” shall mean a Mortgage Loan with a balloon payment feature that requiresprincipal and interest payments sufficient to amortize the Mortgage Loan fully by the statedmaturity date, over an original term of not more than 50 years from commencement of amortization.The Buyer reserves the right to impose a sub-limit with respect to 50/30 Mortgage Loans hereunderupon five (5) Business Days written notice from the Buyer
 

 
to the Seller; provided any 50/30 Mortgage Loans previously purchased hereunder at the time ofthe creation of any 50/30 Mortgage Loan sub-limit shall not be subject to such sub-limit but anyadditional 50/30 Mortgage Loans to be purchased thereafter in excess of any such sub-limit shall bedeemed to have an Asset Value of zero until such time that there is no longer a violation of suchsub-limit hereunder.”     (b) The definition of “Class” is hereby deleted in its entirety and replaced with thefollowing language:     ““Class” shall mean with respect to a Purchased Asset, the designation of such Purchased Assetas one or more of the following: (i) a Mortgage Loan, (ii) a Wet-Ink Mortgage Loan, (iii) a SecondLien Mortgage Loan, (iv) a Jumbo(500) Mortgage Loan, (v) a Jumbo(750) Mortgage Loan, (vi) a SuperJumbo Mortgage Loan, (vii) a C Credit Mortgage Loan, (viii) a C Minus Credit Mortgage Loan, (ix) aNon-owner Occupied Mortgage Loan, (x) a Manufactured Home Mortgage Loan, (xi) a CondominiumMortgage Loan, (xii) a PUD Mortgage Loan, (xiii) a FICO Loan, (xiv) an Interest-Only Loan, (xv) a40/30 Mortgage Loan (xvi) a 50/30 Mortgage Loan and/or (xvi) an AVM Mortgage Loan.”     (c) Amendment of Origination: Payment Terms. Schedule 1-8 (20) of the ExistingRepurchase Agreement is hereby amended by deleting it in its entirety and replacing it with thefollowing:     “Either (a) the Mortgage Loan was originated by a mortgagee approved by the Secretary ofHousing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, asavings and loan association, a savings bank, a commercial bank, credit union, insurance company orother similar institution which is supervised and examined by a federal or state authority, or (b)the following requirements have been met with respect to the Mortgage Loan: the Seller meets therequirements set forth in clause (a), and (i) such Mortgage Loan was underwritten in accordancewith standards established by the Seller, using application forms and related credit documentsapproved by the Seller, (ii) the Seller approved each application and the related credit documentsbefore a commitment by the correspondent was issued, and no such commitment was issued until theSeller agreed to fund such Mortgage Loan, (iii) the closing documents for such Mortgage Loan wereprepared on forms approved by the Seller, and (iv) such Mortgage Loan was actually funded by theSeller and was purchased by the Seller at closing or soon thereafter. No Mortgage Loan containsterms or provisions which would result in negative amortization. Unless such Mortgage Loan is anInterest-Only Loan, principal payments on the Mortgage Loan commenced no more than 60 days afterfunds were disbursed in connection with the Mortgage Loan. The Mortgage Interest Rate is adjusted,with respect to adjustable rate Mortgage Loans, on each Interest Rate Adjustment Date to equal theIndex plus the Gross Margin (rounded up or down to the nearest 0.125%), subject to the MortgageInterest Rate Cap. Unless such Mortgage Loan is an Interest-Only Loan, for which monthly paymentsinclude interest only and not principal until maturity, the Mortgage Note is payable on the firstday of each month in equal monthly installments of principal and interest, which installments ofinterest, with respect to adjustable rate Mortgage Loans, are subject to change due to theadjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date, with interestcalculated and payable in arrears, sufficient to amortize the Mortgage Loan, unless such MortgageLoan is an Interest-Only Loan, fully by the stated maturity date, over an original term
 

 
of not more than 30 years (other than with respect to 40/30 Mortgage Loans or 50/30 MortgageLoans) from commencement of amortization. The due date of the first payment under the Mortgage Noteis no more than 60 days from the date of the Mortgage Note;”     Section 3. Effectiveness of the Amendment. The Amendment shall become effective uponreceipt by the Buyer of evidence satisfactory to the Buyer that this Amendment has been executedand delivered by the Seller.     Section 4. Ratification of Agreement. As amended by this Amendment, the RepurchaseAgreement is in all respects ratified and confirmed and the Repurchase Agreement as so modified bythis Amendment shall be read, taken, and construed as one and the same instrument.     Section 5. Representations and Warranties. To induce the Buyer to enter into thisAmendment, the Seller hereby represents and warrants to the Buyer that, after giving effect to theamendments provided for herein, the representations and warranties contained in the RepurchaseAgreement and the other Repurchase Documents will be true and correct in all material respects asif made on and as of the date hereof and that no Default or Event of Default will have occurred andbe continuing.     Section 6. No Other Amendments. Except as expressly amended hereby, the RepurchaseAgreement and the other Repurchase Documents shall remain in full force and effect in accordancewith their respective terms, without any waiver, amendment or modification of any provisionthereof.     Section 7. Counterparts. This Amendment may be executed in any number ofcounterparts, each of which so executed shall be deemed to be an original, but all of suchcounterparts shall together constitute but one and the same instrument.     Section 8. Expenses. The Seller agrees to pay and reimburse the Buyer for all of theout-of-pocket costs and expenses incurred by the Buyer in connection with the preparation,execution and delivery of this Amendment, including, without limitation, the fees and disbursementsof its attorneys.     Section 9. GOVERNING LAW.     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.[**SIGNATURE PAGE FOLLOWS**]
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirrespective officers as of the day and year first above written.      IXIS REAL ESTATE CAPITAL INC.