OUTSOURCING SOLUTIONS INC.

                               THIRD AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


         This THIRD  AMENDMENT TO SECOND AMENDED AND RESTATED  CREDIT  AGREEMENT
(this  "Amendment")  is dated as of  September  23, 1998 and entered into by and
among  OUTSOURCING  SOLUTIONS  INC., a Delaware  corporation  ("Com pany"),  THE
FINANCIAL  INSTITUTIONS  LISTED ON THE SIGNATURE PAGES HEREOF (each individually
referred  to herein as a  "Lender"  and  collectively  as the "Lend  ers"),  and
GOLDMAN  SACHS  CREDIT   PARTNERS  L.P.  and  THE  CHASE  MANHAT  TAN  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  to provide  for  certain  adjustments  to the  covenants  restricting
Permitted Portfolio Acquisitions and Portfolio Advances.

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

SECTION 1.  AMENDMENT TO CREDIT AGREEMENT

1.1  Amendments to Section 7:  Negative Covenants

     A. 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  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  $55,000,000,  and (2) 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;"


SECTION 2.  ACKNOWLEDGMENT 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 Third 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 Third  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 4.  MISCELLANEOUS

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

         (i) On and after the Third 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 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 OBLIGA TIONS 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  (the  date  of
effectiveness  being referred to herein as the "Third Amendment Effective Date")
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.  Notwithstanding  the  date of  effectiveness  of the  Second
Amendment to the Credit Agreement, the provisions of this Amendment with respect
to subsection  7.7 (v)(d) of the Credit  Agreement  shall be  controlling on and
after the Third Amendment Effective Date.

                  [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 J. Dolan
                                         ---------------------------------------
                                         Name:   Daniel J. Dolan
                                         Title:  EVP, 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, L.P.


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



                                ARCHIMEDES FUNDING, L.L.C.


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


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



                                ARES LEVERAGED INVESTMENT FUND, L.P.


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



                                CANADIAN IMPERIAL BANK OF COMMERCE


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



                                CAPTIVA FINANCE III, LTD.


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



                                THE FIRST NATIONAL BANK OF CHICAGO


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



                                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 - BANKVEREIN


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



                                BANKBOSTON, N.A.


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



                                FIRST DOMINION FUNDING I


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



                                FRANKLIN FLOATING RATE TRUST


                                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:



                                PNC BANK, NATIONAL ASSOCIATION


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



                                PUTNAM VT HIGH YIELD TRUST


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



                                PUTNAM HIGH YIELD TRUST


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



                                ROYALTON COMPANY


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



                                SOUTHERN PACIFIC BANK


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



                                TORONTO DOMINION BANK


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



                                VAN KAMPEN AMERICAN CAPITAL
                                PRIME RATE INCOME TRUST


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



                                VAN KAMPEN AMERICAN CAPITAL
                                SENIOR FLOATING RATE FUND


                                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:



                                PILGRIM HIGH INCOME INVESTMENTS Ltd.


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



                                DELANO COMPANY


                                By:      Pacific Investment Management Company,
                                         as its Investment Advisor


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



                                KZH  CRESCENT-2  LLC


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



                                KZH III  LLC


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



                                KZH CYPRESSTREE-1 LLC


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



                                KZH  CRESCENT  LLC


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



                                KZH  ING-2 LLC


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



                                VAN KAMPEN CLO II, LIMITED


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



                                INDOSUEZ CAPITAL FUNDING IIA, LTD.


                                By:      INDOSUEZ CAPITAL,
                                         as Portfolio Advisor


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



                                INDOSUEZ CAPITAL FUNDING III, LTD.


                                By:      INDOSUEZ CAPITAL,
                                         as Portfolio Advisor


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



                                CREDIT LYONNAIS


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



<PAGE>


         SUBSIDIARY GUARANTORS:
                                ALASKA FINANCIAL SERVICES, INC.
                                CFC SERVICES CORP.
                                CONTINENTAL CREDIT SERVICES, INC.


                                By:      /s/ DanielJ. Dolan
                                         ---------------------------------------
                                         Name:   Daniel J. Dolan
                                         Title:  Treasurer



                                A.M. MILLER & ASSOCIATES, INC.
                                ACCOUNT PORTFOLIOS, INC.
                                ASSET RECOVERY & MANAGEMENT CORP.
                                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:      /s/ DanielJ. Dolan
                                         ---------------------------------------
                                         Name:   Daniel J. Dolan
                                         Title:  Treasurer



                                PERIMETER CREDIT, L.L.C.
                                GULF STATE CREDIT, L.L.C.
                                SHERMAN ACQUISITION CORPORATION
                                THE UNION CORPORATION
                                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/ DanielJ. Dolan
                                         ---------------------------------------
                                         Name:   Daniel J. Dolan
                                         Title:  Treasurer