NEW CENTURY FINANCIAL CORP
EXHIBIT 10.84
<DOCUMENT>
<TYPE>EX-10.84
<SEQUENCE>18
<FILENAME>a2042227zex-10_84.txt
<DESCRIPTION>EXHIBIT 10.84
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.84

                     THIRD AMENDED AND RESTATED SUBORDINATED
                                 PROMISSORY NOTE




$40,000,000.00                                                    March 29, 2001

      FOR VALUE RECEIVED, the undersigned, NEW CENTURY MORTGAGE CORPORATION (the
"Borrower"), hereby promises to pay to the order of U.S. BANK NATIONAL
ASSOCIATION (the "Lender", which term includes any subsequent holder hereof) at
Minneapolis, Minnesota or at such other place as the Lender may from time to
time hereafter designate to the Borrower in writing the principal sum of all
loans made by the Lender to the Borrower evidenced by this Note. The aggregate
principal amount of all such loans outstanding hereunder shall not exceed FORTY
MILLION DOLLARS AND NO CENTS ($40,000,000.00). The amount and date of each loan
evidenced hereby shall be entered by the Lender into its records, which records
shall be conclusive evidence of the subject matter thereof absent manifest
error.

      The unpaid principal balance hereof from time to time outstanding shall
bear interest at the rate of twelve percent (12.0%) per annum. Interest shall be
computed on the basis of actual days elapsed and a year of 360 days. Upon the
happening of any Event of Default, this Note, at the option of the Lender, shall
bear interest until paid in full at a rate per annum equal to the rate of
interest applicable immediately prior to such Event of Default plus two percent
(2.0%) per annum. Interest shall be payable monthly in arrears five (5) business
days after the end of the preceding calendar month, and at final maturity.

      The entire principal balance hereof and all accrued, unpaid interest
hereon is payable on December 31, 2003.

      This Note is the Note referred to in the Subordinated Loan Agreement of
even date herewith between the Borrower and the Lender (as the same may be
amended, modified or restated from time to time, the "Subordinated Loan
Agreement"). Terms capitalized and used herein without being defined will have
the meanings given to them in the Subordinated Loan Agreement.

      Payment of this Note is subordinated to payment of all obligations of the
Borrower to the Lender and certain other lenders who are parties to the
Warehousing Agreement pursuant to that certain Subordination Agreement dated as
of October 14, 1999 made by the Lender in favor of such lenders. This Note is
the "Subordinated Note" referred to in such Subordination Agreement.

      This Note is secured by liens granted pursuant to (i) the Amended and
Restated Pledge and Security Agreement dated as of April 28, 2000, made and
given by the Borrower (as the same may hereafter be amended, modified or
supplemented, or any agreement entered into in substitution or replacement
therefor, the "Pledge and Security Agreement"), (ii) the Amended and Restated
Servicing Security Agreement dated as of April 28, 2000, made and given by the
Borrower (as the same may hereafter be amended, modified or supplemented, or any
agreement

<PAGE>

entered into in substitution or replacement therefor, the "Servicing Security
Agreement"), and (iii) the Amended and Restated Security Agreement dated as of
April 28, 2000, made and given by NC Capital Corporation and NC Residual II
Corporation (as the same may hereafter be amended, modified or supplemented, or
any agreement entered into in substitution or replacement therefor, the
"Residual Security Agreement").

      The occurrence of any one or more of the following events shall constitute
an Event of Default, and upon the occurrence of any Event of Default the Lender
may exercise all rights and remedies under the Subordinated Loan Agreement, the
Security Documents and as may otherwise be allowed by applicable law:

      (1)   The Borrower shall fail to make any payment of principal or interest
            hereon when due.

      (2)   The Borrower shall become insolvent or shall generally not pay its
            debts as they mature or shall apply for, shall consent to, or shall
            acquiesce in the appointment of a custodian, trustee or receiver for
            the Borrower or for a substantial part of the property thereof or,
            in the absence of such application, consent or acquiescence, a
            custodian, trustee or receiver shall be appointed for the Borrower
            or for a substantial part of the property thereof; or any
            bankruptcy, reorganization, debt arrangement or other proceedings
            under any bankruptcy or insolvency law shall be instituted by or
            against the Borrower.

      (3)   The maturity of any material indebtedness of the Borrower (other
            than the indebtedness on this Note) shall be accelerated or the
            Borrower shall fail to pay any such material indebtedness when due
            or, in the case of indebtedness payable on demand, when demanded.
            For these purposes, indebtedness of the Borrower shall be deemed
            material if it exceeds $250,000 as to any item of indebtedness or in
            the aggregate for all items of indebtedness with respect to which
            any of the events described in this paragraph has occurred.

      (4)   Any default shall occur under the terms of any Security Document and
            shall continue for more than the period of grace, if any, applicable
            thereto.

      (5)   An "Event of Default" as defined in the Warehousing Agreement as in
            effect on the date hereof has occurred, whether or not the
            Warehousing Agreement has been amended, supplemented, restated or
            otherwise modified after the date hereof or remains in effect, and
            whether or not such Event of Default or \the events or circumstances
            which caused it have been waived pursuant to the Warehousing
            Agreement.

      (6)   A judgment or judgments for the payment of money in excess of the
            sum of $250,000 in the aggregate shall be rendered against the
            Borrower and the Borrower shall not discharge the same or provide
            for its discharge, or procure a stay of execution thereof, prior to
            any execution on such judgment, within 60 days from the date of
            entry thereof, and within said period of 60 days, or such longer


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            period during which execution shall be stayed, appeal therefrom and
            cause the execution to be stayed during such appeal.

      (7)   Any execution or attachment shall be issued whereby any substantial
            part of the property of the Borrower shall be taken or attempted to
            be taken and the same shall not have been vacated or stayed within
            30 days after the issuance thereof.

      (8)   The Borrower shall fail to comply in all respects with Article V of
            the Subordinated Loan Agreement, and such failure shall not be cured
            or waived within 10 days after the earlier of: (i) the date the
            Borrower gives notice of such failure to the Lender, and (ii) the
            date the Lender gives notice of such failure to the Borrower.

      (9)   Any representation or warranty made by or on behalf of the Borrower
            in Subordinated Loan Agreement or by or on behalf of the Borrower in
            any certificate, statement, report or document herewith or hereafter
            furnished to the Lender pursuant to this Note or the Subordinated
            Loan Agreement shall prove to have been false or misleading in any
            material respect on the date as of which the facts set forth are
            stated or certified.

      (10)  The Borrower shall fail to comply with any other agreement,
            covenant, condition, provision or term contained in the Subordinated
            Loan Agreement or any other Loan Document or Equity Document (other
            than those hereinabove set forth in clauses (8) or (9)) and such
            failure to comply shall continue for ten calendar days after
            whichever of the following dates is the earliest: (i) the date the
            Borrower gives notice of such failure to the Lender, (ii) the date
            the Borrower should have given notice of such failure to the Lender
            pursuant to the terms of the Subordinated Loan Agreement , or (iii)
            the date the Lender gives notice of such failure to the Borrower.

      (11)  A Change of Control shall occur.

      THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT
TO CONFLICT OF LAWS PRINCIPLES THEREOF.

      AT THE OPTION OF THE LENDER THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT
OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY OR RAMSEY COUNTY, MINNESOTA;
AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND
WAIVES ANY ARGUMENT THAT THE VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF THE
BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR
CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY
THIS NOTE, THE LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR, IF SUCH
TRANSFER CANNOT BE


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<PAGE>

ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.

      EACH OF THE BORROWER, BY ITS EXECUTION AND DELIVERY HEREOF, AND THE
LENDER, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

      The Borrower hereby waives presentment for payment, notice of dishonor,
protest and notice of protest.

      If this Note is not paid when due, the Borrower shall pay all of the
Lender's costs of collection including reasonable attorneys' fees.

      This Note amends and restates the remaining unpaid principal indebtedness
of the undersigned to the Lender evidenced by a Second Amended and Restated
Subordinated Promissory Note dated April 28, 2000, in the original principal
amount of $40,000,000 issued by the undersigned to the order of the Lender (the
"Prior Subordinated Note"). The Borrower hereby acknowledges and agrees that the
entire principal balance of the Prior Subordinated Note has been loaned to the
Borrower by the Lender, and is currently due and owing by the Borrower to the
Lender without defense, offset or counterclaim. It is expressly intended,
understood and agreed that this note shall replace the Prior Subordinated Note
as evidence of the remaining unpaid principal indebtedness of the undersigned to
Lender under the Prior Subordinated Note and accrued and unpaid interest
thereon, and such indebtedness of the undersigned to the Lender heretofore
represented by the Prior Subordinated Note, as of the date hereof, shall be
considered outstanding hereunder from and after the date hereof and shall not be
considered paid (nor shall the undersigned's obligation to pay the same be
considered discharged or satisfied) as a result of the issuance of this note.


                                    NEW CENTURY MORTGAGE
                                    CORPORATION


                                    By /s/ Patrick Flanagan
                                       -------------------------------

                                    Its EVP
                                        ------------------------------



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