MASTER SPREAD ACCOUNT AGREEMENT,
As Amended and Restated
MASTER SPREAD ACCOUNT AGREEMENT, as amended and restated, dated as of December 1, 1998
(the "Agreement"), by and among CPS RECEIVABLES CORP., a California corporation (the "Seller"),
FINANCIAL SECURITY ASSURANCE INC., a New York stock insurance company ("Financial Security")
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association in its
capacities as Trustee under each Pooling and Servicing Agreement referred to below and as Trustee under each
Indenture referred to below, in such capacity as agent for the Noteholders and Certificateholders with respect to
the related Series (the "Trustee") and as Collateral Agent (as defined below).
1. CPS Auto Grantor Trust, 1994-1 (the "Series 1994-1 Trust") was formed pursuant to a Pooling and Servicing
Agreement, dated as of June 10, 1994 (the "Series 1994-1 Pooling and Servicing Agreement"), among
Consumer Portfolio Services, Inc. ("CPS"), as Servicer, the Seller, the Trustee and the Backup Servicer.
2. Pursuant to the Series 1994-1 Pooling and Servicing Agreement, the Seller sold the Series 1994-1 Trust all of
its right, title and interest in and to the Receivables and certain other Trust Property in exchange for the Series
3. The Seller requested that Financial Security issue the Series 1994-1 Policy to the Trustee to guarantee
payment of the Guaranteed Distributions (as defined in such Policy) on each Distribution Date in respect of the
Series 1994-1 Certificates.
4. In partial consideration of the issuance of the Series 1994-1 Policy, the Seller has agreed that Financial
Security shall have certain rights as Controlling Party, to the extent set forth herein with respect to the Series
5. The Seller is a wholly owned special purpose subsidiary of CPS. The Series 1994-1 Trust has agreed to pay a
certain Credit Enhancement Fee to the Seller in consideration of the obligations of the Seller pursuant hereto in