OUTSOURCING SOLUTIONS INC.

                               SECOND AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


         This SECOND  AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT  AGREEMENT
(this  "Amendment")  is dated as of August 5, 1998 and entered into by and among
OUTSOURCING  SOLUTIONS INC., a Delaware corporation  ("Company"),  THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender"  and  collectively  as the  "Lenders"),  and GOLDMAN  SACHS
CREDIT PARTNERS L.P. and THE CHASE MANHATTAN BANK, as  Co-Administrative  Agents
(in such capacities,  "Co-Administrative Agents"), and is made with reference to
that certain Second Amended and Restated  Credit  Agreement  dated as of January
26, 1998,  as  heretofore  amended,  supplemented  or otherwise  modified (as so
amended,  supplemented  or  modified,  the  "Credit  Agreement"),  by and  among
Company,  the Lenders,  Goldman Sachs Credit Partners L.P. and Chase  Securities
Inc., as Arranging Agents, and Co-Administrative Agents.  Capitalized terms used
herein without  definition  shall have the same meanings  herein as set forth in
the Credit Agreement and in the amendments contained in Section 1 hereof.



                                    RECITALS

         WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement  as herein  provided  to provide for  certain  adjustments  to certain
covenants to permit Company to establish a special purpose subsidiary to finance
the acquisition of receivables and to make certain other  amendments as provided
herein.

         NOW,  THEREFORE,  in  consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:



SECTION 1.  AMENDMENTS TO CREDIT AGREEMENT

1.1  Amendments to Section 1:  Definitions

     A.  Subsection  1.1 of the  Credit  Agreement  is hereby  amended by adding
thereto  the   following   definitions,   which  shall  be  inserted  in  proper
alphabetical order:

          "API" means Account Portfolios, Inc., a Delaware corporation.

          "OSI Funding" means OSI Funding Corp., a Delaware corporation.

          "Plan  of  Correction"  has  the  meaning  assigned  to  that  term in
     subsection 5.21.

          "Receivables Sale and Servicing Agreement" means that certain Sale and
     Servicing Agreement among Company, Gulf State Credit,  L.L.C., OSI Funding,
     API and Triple-A One, in the form delivered to Co-Administrative  Agents on
     or prior to the Second  Amendment  Effective Date and as such agreement may
     be amended, restated,  supplemented or otherwise modified from time to time
     to the extent permitted under subsection 7.12A.

          "Second  Amendment"  means that  certain  Second  Amendment  to Credit
     Agreement  dated as of August 5, 1998,  by and among  Company,  Lenders and
     Co-Administrative Agents.

          "Second  Amendment  Effective  Date" has the meaning  assigned to that
     term in the Second Amendment.

          "Triple-A  One" means  Triple-A  One Funding  Corporation,  a Delaware
     corporation.

          "Triple-A  One  Commercial  Paper"  means  commercial  paper issued by
     Triple-A One to fund advances made by Triple-A One to OSI Funding evidenced
     by the Variable Funding Notes.

          "Triple-A  One Credit  Agreement",  means that  certain  Triple-A  One
     Credit  Agreement  among  OSI  Funding,  Triple-A  One and  MBIA  Insurance
     Corporation,  in the form delivered to Co-Administrative Agents on or prior
     to the  Second  Amendment  Effective  Date  and as  such  agreement  may be
     amended, restated,  supplemented or otherwise modified from time to time to
     the extent permitted under subsection 7.12A.

          "Variable  Funding Notes" means,  collectively,  the variable  funding
     notes or certificates in an original  aggregate  principal  amount of up to
     $100,000,000  issued by OSI Funding to Triple-A One to finance the purchase
     of  receivables  by  OSI  Funding  pursuant  to  the  Triple-A  One  Credit
     Agreement,  as such variable  funding notes or certificates may be amended,
     restated,  supplemented  or  otherwise  modified  from  time to time to the
     extent permitted under subsection 7.12A.

          "Year 2000 Problems" means limitations in the capacity or readiness to
     handle date  information  for the Year 1999 or years  beginning  January 1,
     2000 of any of the  hardware,  firmware  or  software  systems  ("Systems")
     associated with information processing and delivery, operations or services
     (e.g., security and alarms, elevators,  communications,  and HVAC) operated
     by,  provided  to or  otherwise  reasonably  necessary  to the  business or
     operations of Holdings and its Subsidiaries.

     B.  Subsection  1.1 of the Credit  Agreement is hereby  further  amended by
deleting the definitions of "Consolidated  Maintenance Capital Expenditures" and
"Related Agreements" in their entirety and substituting therefor the following:

          "Consolidated Maintenance Capital Expenditures" means, for any period,
     all  Consolidated  Capital  Expenditures  for such  period  other  than (x)
     Consolidated Capital Expenditures  expended to make Permitted  Acquisitions
     or Permitted Portfolio Acquisitions,  (y) Consolidated Capital Expenditures
     made with  respect  to  Portfolio  Advances  and (z)  Consolidated  Capital
     Expenditures  expended  to  make  acquisitions  of  receivables  portfolios
     permitted under subsection 7.7(vii) or 7.7(viii).

          "Related  Agreements"  means the Subordinated  Notes, the Subordinated
     Note  Indenture,   the  other   Subordinated  Note  Documents,   the  Payco
     Acquisition  Agreement,  the Articles of Merger, the Certificate of Merger,
     the NSA Acquisition Agreement,  the Accelerated Acquisition Agreement,  the
     Union Acquisition Documents,  the Receivables Sale and Servicing Agreement,
     the Triple-A One Credit Agreement, the Variable Funding Notes, the Articles
     of Merger and the Certificate of Merger.

     C.  Subsection  1.1 of the Credit  Agreement is hereby  further  amended by
adding  at the end of the  definition  of "Asset  Sale"  contained  therein  the
following sentence:

     "Notwithstanding  anything to the contrary  contained herein, any sale of a
     receivables  portfolio to OSI Funding  permitted under subsection  7.7(vii)
     shall not be deemed an Asset Sale hereunder."

     D. Subsection 1.1 of the Credit  Agreement is hereby further amended by (i)
deleting the "." at the end of the definition of "Subsidiary"  contained therein
and substituting  therefor ";"; and (ii) adding at the end thereof the following
proviso:

     "provided,  however,  that for  purposes  of  subsections  6.9 and 6.14 and
     Sections 7 and 8 hereof,  OSI Funding  shall not be deemed a Subsidiary  of
     Holdings  or any of  its  Subsidiaries;  provided  further,  however,  that
     nothing  contained  herein  shall limit the  obligation  of Company and its
     Subsidiaries  to  pledge  OSI  Funding's  capital  stock  pursuant  to  the
     Collateral Documents."

1.2  Amendment to Section 5:  Representations and Warranties

     Section  5 of the  Credit  Agreement  is  hereby  amended  by  adding a new
subsection 5.21 at the end thereof as follows:

     "5.21 Year 2000 Problems.

     Company and its Subsidiaries have (i) engaged in a process of assessment of
     the existence of the Year 2000 Problems reasonably appropriate to the scope
     and  complexity  of  their  respective   Systems;   (ii)  adopted  and  are
     successfully implementing a plan of correction ("Plan of Correction") which
     Company  reasonably  believes will result in a substantial  elimination  of
     Year 2000 Problems before any processing  failure of a System or of Systems
     due to Year  2000  Problems  which  might  have a  material  effect  on the
     business,  operations or financial  performance of Company and, in the case
     of all Systems  critical to the business or  operations  of Company and its
     Subsidiaries,  elimination  in all material  respects of Year 2000 Problems
     prior to any  processing  failure of a System or  Systems  due to Year 2000
     Problems which migh have a material  effect on the business,  operations or
     financial  performance  of  Company;  (iii)  adopted  and are  successfully
     implementing  validation  procedures calculated to test on an ongoing basis
     the  sufficiency of the Plan of  Correction,  its  implementation,  and the
     correction  of Year 2000  Problems  in  substantially  all  Systems and all
     Systems  critical  to  the  business  or  operations  of  Company  and  its
     Subsidiaries;  (iv) adopted and are successfully  implementing policies and
     procedures   requiring  regular  reports  to,  and  monitoring  by,  senior
     management of Company  concerning the foregoing  matters;  and (v) provided
     Co-Administrative  Agents  true and correct  copies of the written  Plan of
     Correction,  and related implementation  budgets,  reviewed and approved by
     Company's Board of Directors."

1.3  Amendment to Section 6:  Affirmative Covenants

     Section  6 of the  Credit  Agreement  is  hereby  amended  by  adding a new
subsection 6.15 at the end thereof as follows:

     "6.15 Year 2000 Problems.

         Company  shall  (i)  promptly  advise  Co-Administrative  Agents of any
     material  (A)  disruption  or  delay in the  implementation  of the Plan of
     Correction,  as the same may be updated  from time to time,  including  any
     determination  by  Company,  any  senior  manager  of  Company or any other
     Subsidiary  of  Company,  or any  consultant  known to Company or any other
     Subsidiary  of Company  with respect to Year 2000  Problems  ("Consultant")
     that  there  is or will  be a  failure  to  achieve  any of the  objectives
     specifically  identified in  subdivision  (ii) of  subsection  5.21, or (B)
     change in the written Plan of Correction or related  implementation  budget
     referred to in  subdivision  (v) of  subsection  5.21, or any later version
     thereof   furnished   to   Co-Administrative   Agents;   (ii)   afford   to
     Co-Administrative Agents and their representatives, upon three days' notice
     to  Company,   reasonable   access  to  Company's  and  its   Subsidiaries'
     properties,  personnel,  service  providers,  vendors  and  records for the
     purpose of enabling Co-Administrative Agents to assess the adequacy of, and
     the record of performance of Company and its Subsidiaries  with respect to,
     the Plan of Correction,  related  financial  performance  and conformity of
     actual  performance  with  related   implementation   budgets;   and  (iii)
     periodically   report  to   Co-Administrative   Agents,  in  such  form  as
     Co-Administrative  Agents may  reasonably  request,  on (a) the progress of
     Company and its  Subsidiaries in implementing  the Plan of Correction,  (b)
     the  budget  for,  and  actual  financial   performance  with  respect  to,
     implementation of the Plan of Correction and (c) the assessment of Company,
     any senior  manager of Company or any other  Subsidiary of Company,  or any
     Consultant  of the  adequacy  of the  Plan  of  Correction  or the  related
     implementation budget."

1.4  Amendments to Section 7:  Negative Covenants

     A. Subsection 7.3 of the Credit  Agreement is hereby amended by (i)deleting
the "and" at the end of clause (ix) thereof; (ii) deleting the "." at the end of
clause (x) thereof and  substituting  therefor ";"; and (iii) adding new clauses
(xi) and (xii) at the end thereof as follows:

          "(xi) Company may, on or after the Second  Amendment  Effective  Date,
     (a) make a cash equity contribution of $2,500,000 to OSI Funding and (b) in
     the  event  that the  average  aggregate  outstanding  principal  amount of
     Triple-A One  Commercial  Paper exceeds  $25,000,000  for any 30-day period
     after the Second  Amendment  Effective Date, make an additional cash equity
     contribution of $2,500,000 to OSI Funding; and

          (xii) Company may make the  Investments  permitted  under  subsections
     7.7(vii) and 7.7(viii)."

     B.  Subsection  7.6D of the Credit  Agreement is hereby amended by deleting
the reference to "$18,000,000"  contained therein and substituting  therefor the
following:

          "(x)  $20,000,000  in  Fiscal  Year 1998 and (y)  $18,000,000  in each
     Fiscal Year thereafter"

     C. Subsection  7.7(v) of the Credit Agreement is hereby amended by deleting
clause (d) therefrom in its entirety and substituting therefor the following:

          "(d)  the   aggregate   amount   expended  for   Permitted   Portfolio
     Acquisitions  of receivables  portfolios from Bally's Inc. shall not exceed
     $10,000,000  during any Fiscal Year, and the aggregate  amount expended for
     all other Permitted  Portfolio  Acquisitions (1) during the period from the
     beginning  of  Fiscal  Year  1998 to but  excluding  the  Second  Amendment
     Effective Date,  together with the aggregate amount of all Investments made
     pursuant to  subsection  7.3(v)(c) and the  aggregate  amount  advanced and
     retained by Company and/or its  Subsidiaries  as Portfolio  Advances during
     such period,  shall not exceed $35,000,000,  (2) during the period from the
     Second  Amendment  Effective  Date  through  the end of Fiscal  Year  1998,
     together  with the  aggregate  amount of all  Investments  made pursuant to
     subsection  7.3(v)(c)  and the  aggregate  amount  advanced and retained by
     Company and/or its  Subsidiaries as Portfolio  Advances during such period,
     shall not exceed  $10,000,000,  and (3) during any Fiscal  Year after 1998,
     together  with the  aggregate  amount of all  Investments  made pursuant to
     subsection  7.3(v)(c)  and the  aggregate  amount  advanced and retained by
     Company and/or its  Subsidiaries  as Portfolio  Advances during such Fiscal
     Year, shall not exceed $15,000,000;"

     D. Subsection 7.7 of the Credit  Agreement is hereby amended by (i)deleting
the "and" at the end of clause (v) thereof;  (ii) deleting the "." at the end of
clause (vi) thereof and substituting  therefor ";"; and (iii) adding new clauses
(vii), (viii) and (ix) at the end thereof as follows:

          "(vii) API may (a) make  acquisitions of receivables  portfolios which
     are, within 10 Business Days after the acquisition thereof (or, in the case
     of  receivables  portfolios  purchased  after July 1, 1998 but prior to the
     Second Amendment  Effective Date,  within 10 Business Days after the Second
     Amendment  Effective  Date),  sold  to  OSI  Funding  pursuant  to  and  in
     accordance with the terms of the Receivables Sale and Servicing  Agreement,
     and (b) sell  receivables  portfolios  to OSI  Funding  pursuant  to and in
     accordance with the terms of the Receivables Sale and Servicing  Agreement,
     provided  that the  consideration  received by API from OSI Funding for any
     such receivables  portfolio shall be no less than the consideration paid by
     API to acquire such receivables portfolio;

          (viii)  API  may  (a)  re-acquire   (pursuant  to  the  terms  of  the
     Receivables Sale and Servicing  Agreement) from OSI Funding any receivables
     portfolios  sold to OSI Funding  pursuant to  subsection  7.7(vii)  and (b)
     re-sell  such  receivables   portfolios  to  the  Persons  from  whom  such
     receivables   portfolios   originated,    provided   that   the   aggregate
     consideration  paid by API to re-acquire such receivables  portfolios minus
     the  aggregate  consideration  received  by API  for any  such  receivables
     portfolios  subsequently  re-sold  to any such  Persons  shall  not  exceed
     $2,500,000; and

          (ix)  Company may create OSI Funding on or after the Second  Amendment
     Effective  Date;  provided,  however,  that no change to the Certificate of
     Incorporation or Bylaws of OSI Funding after the Second Amendment Effective
     Date  which  would be  adverse to  Lenders  may be made  without  the prior
     written consent of Co-Administrative Agents."

     E. Subsection 7.11 of the Credit  Agreement is hereby amended by adding the
following sentence at the end thereof:

     "Notwithstanding  anything to the contrary  contained herein, API shall not
     acquire and hold any  receivables  portfolio for more than 10 Business Days
     after the  acquisition  thereof (or, in the case of receivables  portfolios
     purchased  after July 1, 1998 but prior to the Second  Amendment  Effective
     Date, 10 Business Days after the Second Amendment Effective Date)."

1.5  Amendment to Section 8:  Events of Default

     Section  8 of the  Credit  Agreement  is  hereby  amended  by  adding a new
subsection 8.16 at the end thereof as follows:

     "8.16 Termination as Servicer.

          API or any other subsidiary of Company shall be terminated as servicer
     under the Receivables Sale and Servicing Agreement and Company or any other
     Subsidiary  of  Company  shall not  concurrently  succeed  such  terminated
     servicer as successor servicer thereunder;"


SECTION 2.  CONDITIONS TO EFFECTIVENESS

     Section  1  of  this  Amendment  shall  become   effective  only  upon  the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction  of  such  conditions  being  referred  to  herein  as the  "Second
Amendment Effective Date"):

         A. On or before the Second  Amendment  Effective  Date,  Company  shall
     deliver to Lenders (or to Chase  Co-Administrative  Agent for Lenders  with
     sufficient  originally executed copies, where appropriate,  for each Lender
     and its counsel) the following,  each,  unless otherwise  noted,  dated the
     Second Amendment Effective Date:

               (i)  Certified  copies  of  its  Certificate  of   Incorporation,
         together with a good standing  certificate  from the Secretary of State
         of the State of Delaware,  each dated a recent date prior to the Second
         Amendment Effective Date;

               (ii) Copies of its Bylaws,  certified as of the Second  Amendment
         Effective Date by its corporate secretary or an assistant secretary;

               (iii)  Resolutions  of  its  Board  of  Directors  approving  and
         authorizing the execution, delivery, and performance of this Amendment,
         certified as of the Second  Amendment  Effective  Date by its corporate
         secretary or an  assistant  secretary as being in full force and effect
         without modification or amendment;

               (iv)  Signature  and  incumbency  certificates  of  its  officers
         executing this Amendment; and

               (v)  Copies  of this  Amendment  executed  by  Company  and  each
         Subsidiary Guarantor.

         B. On or before the Second Amendment Effective Date,  Co-Administrative
     Agents  shall  have  received   certified  copies  of  the  Certificate  of
     Incorporation  and Bylaws of OSI Funding and copies of the Receivables Sale
     and  Servicing  Agreement,  the Variable  Funding  Notes,  the Triple-A One
     Credit Agreement and other documentation (collectively, the "Securitization
     Documents")  relating to the formation of OSI Funding,  the issuance of the
     Variable  Funding  Notes  and  the  guarantees  issued  by  MBIA  Insurance
     Corporation in connection therewith,  which Securitization  Documents shall
     be in form  and  substance  reasonably  satisfactory  to  Co-Administrative
     Agents.


SECTION 3.  ACKNOWLEDGEMENT AND CONSENT

     Each  Subsidiary  Guarantor  hereby  acknowledges  that it has reviewed the
terms and  provisions  of this  Amendment  and consents to the  amendment of the
Credit Agreement effected pursuant to this Amendment.  Each Subsidiary Guarantor
hereby  confirms  that each Loan  Document  to which it is a party or  otherwise
bound and all Collateral encumbered thereby will continue to guaranty or secure,
as the case may be, to the fullest extent possible,  the payment and performance
of all Obligations.

     Each  Subsidiary  Guarantor  acknowledges  and agrees  that any of the Loan
Documents to which it is a party or otherwise bound shall continue in full force
and  effect  and  that all of its  obligations  thereunder  shall  be valid  and
enforceable   and  shall  not  be  impaired  or  limited  by  the  execution  or
effectiveness of this Amendment.


SECTION 4.  COMPANY'S REPRESENTATIONS AND WARRANTIES

     In order to induce  Lenders to enter into this  Amendment  and to amend the
Credit Agreement in the manner provided herein,  Company represents and warrants
to each Lender that the following statements are true, correct and complete:

          A. Corporate  Power and  Authority.  Each Loan Party has all requisite
     corporate or partnership (as applicable)  power and authority to enter into
     this  Amendment  and to carry out the  transactions  contemplated  by,  and
     perform its  obligations  under,  the Credit  Agreement  as amended by this
     Amendment (the "Amended Agreement") and the other Loan Documents.

          B.  Authorization  of  Agreements.  The execution and delivery of this
     Amendment and the  performance of the Amended  Agreement and the other Loan
     Documents  have  been  duly  authorized  by  all  necessary   corporate  or
     partnership (as applicable) action on the part of each Loan Party.

          C. No Conflict.  The execution and delivery by each Loan Party of this
     Amendment and the  performance by each Loan Party of the Amended  Agreement
     and the other Loan  Documents do not and will not (i) violate any provision
     of any law or any governmental rule or regulation  applicable to Company or
     any of its  Subsidiaries,  the Certificate or Articles of  Incorporation or
     Bylaws (or other  analogous  organizational  document) of Company or any of
     its  Subsidiaries  or any order,  judgment  or decree of any court or other
     agency of government  binding on Company or any of its  Subsidiaries,  (ii)
     conflict  with,  result in a breach of or  constitute  (with due  notice or
     lapse  of time or both) a  default  under  any  Contractual  Obligation  of
     Company or any of its Subsidiaries, (iii) result in or require the creation
     or imposition  of any Lien upon any of the  properties or assets of Company
     or any of its  Subsidiaries  (other than any Liens created under any of the
     Loan Documents in favor of Collateral Agent on behalf of Lenders),  or (iv)
     require any approval of stockholders or partners or any approval or consent
     of any Person  under any  Contractual  Obligation  of Company or any of its
     Subsidiaries,  except for such approvals or consents which will be obtained
     on or before the Second  Amendment  Effective Date and disclosed in writing
     to Lenders.

          D.  Governmental  Consents.  The  execution  and delivery by each Loan
     Party of this  Amendment  and the  performance  by each  Loan  Party of the
     Amended  Agreement and the other Loan Documents do not and will not require
     any  registration  with,  consent  or  approval  of, or notice to, or other
     action to, with or by, any federal,  state or other governmental  authority
     or regulatory body.

          E. Binding  Obligation.  This Amendment and the Amended Agreement have
     been duly  executed  and  delivered  by each Loan Party and are the legally
     valid and binding obligations of each Loan Party,  enforceable against each
     of them in accordance with their respective terms, except as may be limited
     by  bankruptcy,  insolvency,  reorganization,  moratorium  or similar  laws
     relating  to or  limiting  creditors'  rights  generally  or  by  equitable
     principles relating to enforceability.

          F.  Incorporation  of  Representations   and  Warranties  From  Credit
     Agreement. The representations and warranties contained in Section 5 of the
     Credit Agreement are and will be true, correct and complete in all material
     respects  on and as of the  Second  Amendment  Effective  Date to the  same
     extent as though  made on and as of that date,  except to the  extent  such
     representations  and warranties  specifically relate to an earlier date, in
     which case they were true, correct and complete in all material respects on
     and as of such earlier date.

          G. Absence of Default. No event has occurred and is continuing or will
     result  from the  consummation  of the  transactions  contemplated  by this
     Amendment that would constitute an Event of Default or a Potential Event of
     Default.


SECTION 5.  AUTHORIZATION OF COLLATERAL AGENT

     Each undersigned Lender hereby (i) authorizes  Collateral Agent to enter an
amendment to the Security Agreement in substantially the form attached hereto as
Annex A and (ii)  authorizes  Collateral  Agent to execute and  deliver  partial
release statements and other documents which Collateral Agent deems necessary to
evidence the release of  Collateral  Agent's  security  interest in  receivables
portfolios sold by API pursuant to subsection 7.7(vii) of the Amended Agreement.


SECTION 6.  MISCELLANEOUS

     A.  Reference  to and  Effect on the  Credit  Agreement  and the Other Loan
Documents.

          (i) On and after the Second  Amendment  Effective Date, each reference
     in  the  Credit  Agreement  to  "this  Agreement",  "hereunder",  "hereof",
     "herein" or words of like import  referring  to the Credit  Agreement,  and
     each  reference  in the other Loan  Documents  to the  "Credit  Agreement",
     "thereunder",  "thereof"  or words of like import  referring  to the Credit
     Agreement shall mean and be a reference to the Credit  Agreement as amended
     by this Amendment.

          (ii)  Except as  specifically  amended by this  Amendment,  the Credit
     Agreement  and the other  Loan  Documents  shall  remain in full  force and
     effect and are hereby ratified and confirmed.

          (iii) The execution,  delivery and performance of this Amendment shall
     not,  except  as  expressly  provided  herein,  constitute  a waiver of any
     provision  of, or operate as a waiver of any right,  power or remedy of any
     Agent or Lender  under,  the  Credit  Agreement  or any of the  other  Loan
     Documents.

     B. Headings. Section and subsection headings in this Amendment are included
herein for  convenience  of  reference  only and not  constitute  a part of this
Amendment for any other purpose or be given any substantive effect.

     C.  Applicable  Law. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING  WITHOUT
LIMITATION  SECTION  5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     D.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together  shall  constitute  but  one  and  the  same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same  document.  This  Amendment  (other  than the  provisions  of Section 1
hereof) shall become  effective  upon the  execution of a counterpart  hereof by
Company,  each Subsidiary Guarantor and Requisite Lenders and receipt by Company
and  Co-Administrative  Agents of written  or  telephonic  notification  of such
execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first written above.

           COMPANY:             OUTSOURCING SOLUTIONS INC.


                                By:      /s/ Daniel Dolan
                                         ---------------------------------------
                                         Name:  Daniel Dolan
                                         Title: Executive Vice President & Chief
                                                Financial Officer


           AGENTS AND LENDERS:  GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                individually and as a Co-Administrative Agent


                                By:      /s/ Stephen B. King
                                         ---------------------------------------
                                         Name:  Stephen B. King
                                         Title: Authorized Signatory



                                THE CHASE MANHATTAN BANK,
                                individually and as a Co-Administrative Agent


                                By:      /s/ Gail Weiss
                                         ---------------------------------------
                                         Name:  Gail Weiss
                                         Title: Vice President



                                SUNTRUST BANK, ATLANTA,
                                individually and as Collateral Agent


                                By:      /s/ Dennis H. James, Jr.
                                         ---------------------------------------
                                         Name:    Dennis H. James, Jr.
                                         Title:   Vice President


                                By:      /s/ Susan M. Hall
                                         ---------------------------------------
                                         Name:    Susan M. Hall
                                         Title:   Vice President



                                AG CAPITAL FUNDING PARTNERS, L.P.

                                By:      Angelo, Gordon & Co., L.P. as 
                                         Investment Advisor

                                         By:    /s/ Jeffrey H. Aronson
                                         ---------------------------------------
                                                Name:    Jeffrey H. Aronson
                                                Title:   Managing Director



                                AG CAPITAL FUNDING PARTNERS, L.P.
                                By:      /s/ Jeff Moore
                                         ---------------------------------------
                                         Name:    Jeff Moore
                                         Title:   Principal



                                ARCHIMEDES FUNDING, L.L.C.


                                By:      ING Capital Advisors, Inc.,
                                         as Collateral Manager


                                         By:    /s/ Michael D. Hatley
                                         ---------------------------------------
                                                Name:    Michael D. Hatley
                                                Title:   Senior Vice President



                                ARES LEVERAGED INVESTMENT FUND, L.P.


                                By:      /s/ Jeff Moore
                                         ---------------------------------------
                                         Name:    Jeff Moore
                                         Title:   Principal



                                CANADIAN IMPERIAL BANK OF COMMERCE


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                CAPTIVA FINANCE III, LTD.


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                CREDIT SUISSE FIRST BOSTON


                                By:      /s/ Barry A. Zamore
                                         ---------------------------------------
                                         Name:    Barry A. Zamore
                                         Title:   Vice President


                                By:      /s/ Claire M. McCarthy
                                         ---------------------------------------
                                         Name:    Claire M. McCarthy
                                         Title:   Managing Director


                                THE FIRST NATIONAL BANK OF CHICAGO


                                By:      /s/ William J. Oleferchik
                                         ---------------------------------------
                                         Name:    William J. Oleferchik
                                         Title:   Vice President



                                MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                ML DEBT STRATEGIES FUND II, INC.


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                ML INCOME STRATEGIES PORTFOLIO


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                CREDITANSTALT CORPORATE FINANCE, INC.


                                By:      /s/ Carl G. Drake
                                         ---------------------------------------
                                         Name:    Carl G. Drake
                                         Title:   Vice President


                                By:      /s/ John Taylor
                                         ---------------------------------------
                                         Name:    John Taylor
                                         Title:   Senior Associate



                                BANKBOSTON, N.A.


                                By:      /s/ Richard D. Hill, Jr.
                                         ---------------------------------------
                                         Name:    Richard D. Hill, Jr.
                                         Title:   Managing Director



                                FIRST DOMINION FUNDING I


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                FRANKLIN FLOATING RATE TRUST

                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                HELLER FINANCIAL, INC.


                                By:      /s/ Linda W. Wolf
                                         ---------------------------------------
                                         Name:    Linda W. Wolf
                                         Title:   Senior Vice President



                                ING HIGH INCOME PRINCIPAL
                                PRESERVATION FUND HOLDINGS, LDC

                                By:      ING Capital Advisors, Inc.
                                         as Investment Advisor


                                         By:    /s/ Michael D. Hatley
                                                --------------------------------
                                                Name:    Michael D. Hatley
                                                Title:   Senior Vice President



                                LASALLE NATIONAL BANK


                                By:      /s/ Young J. Park
                                         ---------------------------------------
                                         Name:    Young J. Park
                                         Title:   Vice President



                                PNC BANK, NATIONAL ASSOCIATION


                                By:      /s/ Robert A. Krasnow
                                         ---------------------------------------
                                         Name:    Robert A. Krasnow
                                         Title:   Senior Vice President



                                PUTNAM VT HIGH YIELD TRUST


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                PUTNAM HIGH YIELD TRUST


                                By:      ---------------------------------------
                                         Name:
                                         Title:


                                ROYALTON COMPANY


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                SOUTHERN PACIFIC BANK


                                By:      /s/ Cheryl A. Wasilewski
                                         ---------------------------------------
                                         Name:    Cheryl A. Wasilewski
                                         Title:   Vice President



                                TORONTO DOMINION BANK


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                VAN KAMPEN AMERICAN CAPITAL
                                PRIME RATE INCOME TRUST


                                By:      /s/ Jeffrey W. Maillet
                                         ---------------------------------------
                                         Name:    Jeffrey W. Maillet
                                         Title:   Senior Vice President & 
                                                  Director



                                VAN KAMPEN AMERICAN CAPITAL
                                SENIOR FLOATING RATE FUND


                                By:      /s/ Jeffrey W. Maillet
                                         ---------------------------------------
                                         Name:    Jeffrey W. Maillet
                                         Title:   Senior Vice President & 
                                                  Director



                                SENIOR DEBT PORTFOLIO

                                By:      BOSTON MANAGEMENT AND
                                         RESEARCH, as Investment Advisor


                                         By:    --------------------------------
                                                Name:
                                                Title:


                                SPS SWAPS


                                By:      ---------------------------------------
                                         Name:
                                         Title:


                                PILGRIM AMERICA PRIME RATE TRUST

                                By:      Pilgrim America Investments, Inc., as
                                         its Investment Manager

                                         By:    /s/ Charles E. LeMieux
                                                --------------------------------
                                                Name:    Charles E. LeMieux
                                                Title:   Assistant Vice
                                                         President



                                DELANO COMPANY

                                By:      Pacific Investment Management Company,
                                         as its Investment Advisor


                                         By:    --------------------------------
                                                Name:
                                                Title:



                                KZH-CRESCENT 2 CORPORATION


                                By:      /s/ Virginia Conway
                                         ---------------------------------------
                                         Name:    Virginia Conway
                                         Title:   Authorized Agent



                                KZH HOLDING CORPORATION III


                                By:      /s/ Virginia Conway
                                         ---------------------------------------
                                         Name:    Virginia Conway
                                         Title:   Authorized Agent



                                KZH-CYPRESS TREE-1 CORPORATION


                                By:      /s/ Virginia Conway
                                         ---------------------------------------
                                         Name:    Virginia Conway
                                         Title:   Authorized Agent



                                KZH-CRESCENT CORPORATION


                                By:      /s/ Virginia Conway
                                         ---------------------------------------
                                         Name:    Virginia Conway
                                         Title:   Authorized Agent



                                KZH-ING-2 CORPORATION


                                By:      /s/ Virginia Conway
                                         ---------------------------------------
                                         Name:    Virginia Conway
                                         Title:   Authorized Agent



                                VAN KAMPEN CLO II, LIMITED


                                By:      /s/ Jeffrey W. Maillet
                                         ---------------------------------------
                                         Name:    Jeffrey W. Maillet
                                         Title:   Senior Vice President & 
                                                  Director



                                INDOSUEZ CAPITAL FUNDING IIA, LTD.

                                By:      INDOSUEZ CAPITAL,
                                         as Portfolio Advisor

                                         By:    /s/ Daniel H. Smith
                                         ---------------------------------------
                                                Name:    Daniel H. Smith
                                                Title:   First Vice President



                                INDOSUEZ CAPITAL FUNDING III, LTD.

                                By:      INDOSUEZ CAPITAL,
                                         as Portfolio Advisor


                                         By:    /s/ Daniel H. Smith
                                         ---------------------------------------
                                         Name:    Daniel H. Smith
                                         Title:   First Vice President



                                CREDIT LYONNAIS


                                By:      ---------------------------------------
                                         Name:
                                         Title:



                                KZH-IV CORPORATION


                                By:      /s/ Virginia Conway
                                         ---------------------------------------
                                         Name:    Virginia Conway
                                         Title:   Authorized Agent


<PAGE>


         SUBSIDIARY GUARANTORS:
                                CFC SERVICES CORP.
                                THE CONTINENTAL ALLIANCE, INC.


                                By:      /s/ Daniel Dolan
                                         ---------------------------------------
                                         Name:    Daniel Dolan
                                         Title:   Vice President



                                A.M. MILLER & ASSOCIATES, INC.
                                ACCOUNT PORTFOLIOS, INC.
                                ASSET RECOVERY & MANAGEMENT CORP.
                                GRABLE, GREINER & WOLFF, INC.
                                INDIANA MUTUAL CREDIT ASSOCIATION, INC.
                                JENNIFER LOOMIS & ASSOCIATES, INC.
                                NATIONAL ACCOUNT SYSTEMS, INC.
                                PAYCO AMERICAN CORPORATION
                                PAYCO AMERICAN INTERNATIONAL CORP.
                                PAYCO-GENERAL AMERICAN CREDITS, INC.
                                PROFESSIONAL RECOVERIES INC.
                                QUALINK, INC.
                                UNIVERSITY ACCOUNTING SERVICE, INC.
                                NORTH SHORE AGENCY, INC.


                                By:       /s/ Richard Hoffman
                                         ---------------------------------------
                                         Name:    Richard Hoffman
                                         Title:   Assistant Secretary



                                ACCELERATED BUREAU OF COLLECTIONS, INC.


                                By:      /s/ Daniel Dolan
                                         ---------------------------------------
                                Name:    Daniel Dolan
                                Title:   Assistant Secretary



                                PERIMETER CREDIT, L.L.C.
                                GULF STATE CREDIT, L.L.C.
                                ALLIED BOND & COLLECTION AGENCY, INC.
                                AMERICAN CHILD SUPPORT SERVICE BUREAU, INC.
                                CAPITAL CREDIT CORPORATION
                                TRANSWORLD SYSTEMS INC.
                                UCO PROPERTIES, INC.
                                UNION FINANCIAL SERVICES GROUP, INC.
                                HIGH PERFORMANCE SERVICES, INC.
                                HIGH PERFORMANCE SERVICES OF FLORIDA, INC.
                                INTERACTIVE PERFORMANCE, INC.
                                INTERACTIVE PERFORMANCE OF FLORIDA, INC.
                                AMERICAN RECOVERY COMPANY, INC. C.S.N. CORP.
                                GENERAL CONNECTOR CORPORATION
                                U.C.O.-M.B.A. CORPORATION
                                UNION-SPECIALTY STEEL CASTING CORPORATION
                                INTERACTIVE PERFORMANCE OF GEORGIA, INC.



                                By:      /s/ Richard Hoffman
                                         ---------------------------------------
                                         Name:    Richard Hoffman
                                         Title:   Assistant Secretary


                                THE UNION CORPORATION


                                By:      /s/ Richard Hoffman
                                         ---------------------------------------
                                Name:    Richard Hoffman
                                Title:   Secretary


<PAGE>