OUTSOURCING SOLUTIONS INC.

                      FIRST AMENDMENT TO SECOND AMENDED AND
                            RESTATED CREDIT AGREEMENT


         This FIRST  AMENDMENT TO SECOND AMENDED AND RESTATED  CREDIT  AGREEMENT
(this  "Amendment")  is dated as of March 31, 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"),  GOLDMAN SACHS CREDIT
PARTNERS L.P. and THE CHASE MANHATTAN BANK, as Co-Administrative Agents (in such
capacities,  "Co-Administrative Agents"), SUN TRUST BANK, ATLANTA, as Collateral
Agent (in such capacity, "Collateral Agent"), and is made with reference to that
certain Second  Amended and Restated  Credit  Agreement  dated as of January 26,
1998 (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 and Collateral  Agent (the Lenders party to the Credit
Agreement,  Co-Administrative  Agents and Collateral Agent are each individually
referred  to  herein  as a  "Lender  Party"  and  collectively  as  the  "Lender
Parties").  Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement.


                                    RECITALS

         WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement to permit, subject to certain conditions, Company and its subsidiaries
to enter into certain collection agency arrangements.

         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 deleting the
definition of "Consolidated  Maintenance Capital Expenditures" set forth therein
and substituting the following therefor:

     "Consolidated  Maintenance Capital Expenditures" means, for any period, all
     Consolidated   Capital   Expenditures   for  such  period   other  than  y)
     Consolidated Capital Expenditures  expended to make Permitted  Acquisitions
     or Permitted Portfolio Acquisitions and z)Consolidated Capital Expenditures
     made with respect to Portfolio Advances."

     B.  Subsection  1.1 of the Credit  Agreement is hereby  further  amended by
adding the following definitions of "Agency Acquisition Contract" and "Portfolio
Advances" which shall be inserted in appropriate alphabetical order:

          "Agency  Acquisition  Contract"  means an  agreement  whereby  Company
     and/or one or more of its Subsidiaries agrees to serve as agent for a third
     party for purposes of collecting debt owed to such third party and pursuant
     to which y)  Company  or any  Subsidiary  is  obligated  to make  Portfolio
     Advances;  provided that, the aggregate of all such amounts  required to be
     advanced by Company and its Subsidiaries as Portfolio Advances, and not yet
     paid, at any time shall not exceed $10 million per calendar  quarter and z)
     Company  and/or  any  of  its   Subsidiaries   is  entitled  to  retain  as
     compensation for its services  thereunder  substantially all of the amounts
     collected with respect to such debt."

          "Portfolio  Advances"  means,  with respect to any Agency  Acquisition
     Contract,  all amounts required to be advanced or paid by Company or any of
     its Subsidiaries  pursuant to such Agency  Acquisition  Contract other than
     amounts  representing a portion of the recovery from third party debtors as
     payments made on the debt of such third party debtors."

1.2  Amendments to Section 7:  Negative Covenants

     A. Subsection 7.4 of the Credit Agreement is hereby amended by adding a new
subdivision (x) thereto as follows:

          "(x) Company and its  Subsidiaries  may become and remain  liable with
     respect to Agency Acquisition Contracts."

     B.  Subdivision (d) of subsection  7.7(v) of the Credit Agreement is hereby
amended to read in its entirety as follows:

          "(d)  the   aggregate   amount   expended  for   Permitted   Portfolio
     Acquisitions  during any Fiscal Year, together with the aggregate amount of
     all  Investments  made pursuant to  subsection  7.3(v)(c) and the aggregate
     amount advanced by Company and/or its  subsidiaries  as Portfolio  Advances
     during such Fiscal Year shall not exceed $60,000,000;"


SECTION 2.  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 3.  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  effective  date of this  Amendment  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 4.  MISCELLANEOUS

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

          (i) On and after the date of  effectiveness  of this  Amendment,  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
     Lender  Party  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 shall 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  shall become  effective as of March 31, 1998
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:      ---------------------------------------
                                         Daniel J. Dolan
                                         Executive Vice President and
                                         Chief Financial Officer



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


                                By:      ---------------------------------------
                                         Authorized Signatory



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


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



                                SUNTRUST BANK, ATLANTA,
                                individually and as Collateral Agent


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


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



                                AG CAPITAL FUNDING PARTNERS, LTD.


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



                                ARCHIMEDES FUNDING, L.L.C.


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


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



                                ARES LEVERAGED INVESTMENT FUND


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



                                BANK OF SCOTLAND


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



                                BANKERS TRUST COMPANY


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



                                CANADIAN IMPERIAL BANK OF COMMERCE


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



                                THE FIRST NATIONAL BANK OF CHICAGO


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



                                MERRILL LYNCH SENIOR FLOATING
                                RATE FUND, INC.


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



                                CREDITANSTALT - BANKVEREIN


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



                                BANKBOSTON, N.A.


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



                                FIRST DOMINION CAPITAL, L.L.C.



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



                                HELLER FINANCIAL, INC.


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



                                ING HIGH INCOME PRINCIPAL
                                PRESERVATION FUND HOLDINGS, LDC


                                By:      ING Capital Advisors, Inc.
                                         as Investment Advisor


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



                                LASALLE NATIONAL BANK


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



                                ML CLO XII PILGRIM AMERICA


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



                                PNC BANK, NATIONAL ASSOCIATION


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



                                PUTNAM HIGH YIELD TRUST


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



                                PUTNAM HIGH YIELD ADVANTAGE FUND


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



                                PUTNAM VT HIGH YIELD TRUST


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



                                ROYALTON COMPANY


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



                                SOUTHERN PACIFIC BANK


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



                                VAN KAMPEN AMERICAN CAPITAL
                                PRIME RATE INCOME TRUST


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



                                INDOSUEZ CAPITAL FUNDING II, LTD.


                                By:      INDOSUEZ CAPITAL LUXEMBOURG, as
                                         Collateral Manager


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



                                INDOSUEZ CAPITAL FUNDING III, LTD.


                                By:      INDOSUEZ CAPITAL LUXEMBOURG, as
                                         Collateral Manager


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



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



                                PACIFIC LIFE CBO 1998-1 LTD


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



                                CYPRESS TREE BOSTON PARTNERS


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



                                DELANO COMPANY


                                By:      Pacific Investment Management Company,
                                         as its Investment Advisor


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



                                KZH HOLDING CORPORATION


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



                                KZH-CRESCENT 2 CORPORATION


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



                                KZH HOLDING CORPORATION III


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



                                KZH IV CORPORATION


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



<PAGE>


           SUBSIDIARY GUARANTORS:

                                ALASKA FINANCIAL SERVICES, INC.
                                CFC SERVICES CORP.
                                THE CONTINENTAL ALLIANCE, INC.
                                SOUTHWEST CREDIT SERVICES, INC.


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



                                A.M. MILLER & ASSOCIATES, INC.
                                ACCOUNT PORTFOLIOS G.P., INC.
                                ACCOUNT PORTFOLIOS, INC.
                                ASSET RECOVERY & MANAGEMENT CORP.
                                FM SERVICES CORPORATION
                                FURST AND FURST, 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.
                                ACCELERATED BUREAU OF COLLECTIONS, INC.
                                NORTH SHORE AGENCY, INC.


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



                                KZH-CRESCENT CORPORATION


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