FOURTH AMENDMENT TO CREDIT AGREEMENT


     THIS FOURTH AMENDMENT, dated as of April 4, 2002 (this "Amendment"), to the
Existing  Credit  Agreement (as defined  below) is among  OUTSOURCING  SOLUTIONS
INC., a Delaware  corporation  (the  "Borrower")  and each of the Lenders  party
hereto.


                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  the  Borrower,  the  Lenders,  Credit  Suisse  First  Boston  (as
successor in interest of DLJ Capital Funding,  Inc.), as the Syndication  Agent,
the Lead  Arranger  and the Sole Book Running  Manger,  Harris Trust and Savings
Bank, as the Documentation Agent, and Fleet National Bank, as the Administrative
Agent are  parties to a Credit  Agreement,  dated as of  November  30,  1999 (as
amended,  supplemented,  amended and restated or otherwise modified prior to the
date hereof, the "Existing Credit Agreement"); and

     WHEREAS,  the Borrower has  requested  that the Lenders  amend the Existing
Credit Agreement as set forth below (the Existing Credit  Agreement,  as amended
by this Amendment,  is referred to as the "Credit  Agreement") and waive certain
Defaults, as more fully described below;

     NOW,  THEREFORE,  in consideration of the agreements herein contained,  and
for other valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows.



                                     PART I
                                   DEFINITIONS

     SUBPART 1.1.  Certain  Definitions.  The  following  terms  (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):

        "Amendment" is defined in the preamble.

        "Credit Agreement" is defined in the second recital.

        "Existing Credit Agreement" is defined in the first recital.

        "Fourth Amendment Effective Date" is defined in Part IV.

     SUBPART 1.2.  Other  Definitions.  Terms for which meanings are provided in
the Existing  Credit  Agreement  are,  unless  otherwise  defined  herein or the
context otherwise requires, used in this Amendment with such meanings.



                                     PART II
                                AMENDMENTS TO THE
                            EXISTING CREDIT AGREEMENT

     Effective  on (and  subject  to the  occurrence  of) the  Fourth  Amendment
Effective  Date, the Existing  Credit  Agreement is hereby amended in accordance
with this Part.

     SUBPART 2.1.  Amendments  to Article I.  Article I of the  Existing  Credit
Agreement is hereby amended as set forth in Subparts 2.1.1 and 2.1.4.

     SUBPART  2.1.1.  Section 1.1 of the  Existing  Credit  Agreement  is hereby
amended by adding the  following  definitions  in the  appropriate  alphabetical
order:

          "2002 Preferred Equity Documents" means the documentation delivered in
     connection with the issuance of the 2002 Preferred Equity.

          "2002  Preferred  Equity" means the Borrower's  convertible  preferred
     Capital Securities issued in exchange for $4,150,000 on or about the Fourth
     Amendment Effective Date.

          "Amendment Period" means the period commencing on the Fourth Amendment
     Effective Date and ending on December 31, 2002.

          "Consultant" is defined in Section 7.1.14.

          "Fourth Amendment" means the Fourth Amendment to this Agreement, dated
     as of April 4, 2002, among the Borrower and the Lenders party thereto.

          "Fourth Amendment  Effective Date" is defined in Part IV of the Fourth
     Amendment.

          "NSA  Adjustment"  means the negative impact on EBITDA  resulting from
     the  accounting  methods used by North Shore  Agency Inc.,  in an amount of
     $5,700,000  (in  total,   and  not  on  a  cumulative   basis  (i.e.,   not
     $17,100,000))  for each of the Fiscal  Quarters ending March 31, 2002, June
     30,  2002  and   September   30,  2002;   provided,   however,   that,   if
     PricewaterhouseCoopers,  following its accounting  review of the Borrower's
     and North Shore Agency Inc.'s  financial  statements,  determines  that the
     Borrower needs to restate its financial  statements for either (or both) of
     the 1999 or 2000 Fiscal  Years,  then the Borrower may, with the consent of
     the Syndication  Agent,  allocate the portion of the $5,700,000 (as advised
     by  PricewaterhouseCoopers)  to such  periods,  but such  allocation  shall
     result in a reduction,  Dollar-for-Dollar,  in the amount added back to the
     Fiscal  Quarters  ending March 31, 2002,  June 30, 2002 and  September  30,
     2002.

     SUBPART 2.1.2. The definition of "Applicable  Margin"  contained in Section
1.1 of the Existing Credit Agreement is hereby amended and restated as follows:

          "Applicable  Margin" means, at all times during the applicable periods
     set forth below,

          (a)  for  all  Loans,  at all  times  prior  to the  Fourth  Amendment
     Effective Date the rate  calculated in accordance with this Agreement as in
     effect immediately prior to the Fourth Amendment Effective Date;

          (b) on and after the Fourth Amendment  Effective Date, with respect to
     the unpaid  principal  amount of each Term B Loan  maintained as a (i) Base
     Rate Loan, 3.50% per annum, and (ii) LIBO Rate Loan, 4.50% per annum;

          (c)  on  and  after  the  Fourth  Amendment  Effective  Date  to  (but
     excluding)  the date on which the  Compliance  Certificate  for the  Fiscal
     Quarter ending December 31, 2002 is delivered to the  Administrative  Agent
     pursuant  to clause  (c) of  Section  7.1.1,  with  respect  to the  unpaid
     principal amount of each (i) Revolving Loan and Term A Loan maintained as a
     Base Rate Loan,  2.75% per annum,  and (ii)  Revolving Loan and Term A Loan
     maintained as a LIBO Rate Loan, 3.75% per annum; and

          (d)  on and  after  the  date  on  which  the  Compliance  Certificate
     described  in clause (c) above is delivered  to the  Administrative  Agent,
     with respect to the unpaid principal amount of each Revolving Loan and Term
     A Loan, the rate  determined by reference to the applicable  Leverage Ratio
     and at the applicable percentage per annum set forth below under the column
     entitled "Applicable Margin for Base Rate Loans", in the case of such Loans
     made or  maintained as Base Rate Loans,  or by reference to the  applicable
     Leverage Ratio and at the  applicable  percentage per annum set forth below
     under the column entitled  "Applicable  Margin for LIBO Rate Loans", in the
     case of such Loans made or maintained as LIBO Rate Loans:

                                       Applicable            Applicable
                                       Margin For            Margin For
           Leverage Ratio           Base Rate Loans       LIBO Rate Loans
           --------------           ---------------       ---------------

        greater than or equal
           to 4.00:1.00                  2.25%                 3.25%

      greater than or equal to           1.75%                 2.75%
      3.50:1.00 and less than
             4.00:1.00

      greater than or equal to           1.25%                 2.25%
      2.75:1.00 and less than
             3.50:1.00

        less than 2.75:1.00              0.75%                 1.75%

Subject to clause (c), the Leverage Ratio used to compute the Applicable  Margin
shall be the  Leverage  Ratio  set  forth  in the  Compliance  Certificate  most
recently delivered by the Borrower to the Administrative  Agent;  changes in the
Applicable  Margin  resulting  from a change in the Leverage  Ratio shall become
effective  upon  delivery by the Borrower to the  Administrative  Agent of a new
Compliance  Certificate pursuant to clause (c) of Section 7.1.1. If the Borrower
shall  fail to  deliver  a  Compliance  Certificate  by the  delivery  due  date
specified in such  clause,  the  Applicable  Margin from and  including  the day
immediately  following  such delivery due date to (but  excluding)  the date the
Borrower  delivers to the  Administrative  Agent a Compliance  Certificate shall
(subject to clause (c))  conclusively be equal to the highest  Applicable Margin
set forth above.

     SUBPART 2.1.3.  The definition of "EBITDA"  contained in Section 1.1 of the
Existing Credit  Agreement is hereby amended by deleting the period appearing at
the end of such  definition  and  inserting a new "clause (g)" in its place,  to
read in its entirety as follows:

          plus

               (g) for the Fiscal  Quarters ending March 31, 2002, June 30, 2002
               and September 30, 2002, the NSA Adjustment.

     SUBPART 2.1.4.The existing definitions of "Preferred Equity" and "Preferred
Equity  Documents"  are hereby  deleted from the fourth  recital to the Existing
Credit  Agreement and further  amended and restated in their entirety to read as
follows:

          "Preferred Equity" means, collectively,  the PIK Preferred Equity, the
     Junior PIK Preferred Equity and the 2002 Preferred Equity.

          "Preferred Equity Documents"  means,  collectively,  the PIK Preferred
     Equity  Documents,  the Junior PIK  Preferred  Equity  Documents,  the 2002
     Preferred  Equity  Documents  and  each  other  document  delivered  by the
     Borrower in connection with any issuance of preferred Capital Securities of
     the Borrower.

     SUBPART 2.2.  Amendment to Article II. Section 2.1.2 of the Existing Credit
Agreement is hereby amended by adding the following  sentence to the end of such
Section:

          Notwithstanding anything else contained in this Agreement or any other
          Loan Document,  during the Amendment Period the Borrower hereby agrees
          that the sum of (i) the  aggregate  outstanding  principal  amount  of
          Revolving Loans, plus (ii) the aggregate  outstanding principal amount
          of Swing Line  Loans,  plus (iii) the  aggregate  amount of Letters of
          Credit  Outstanding shall not exceed the then existing  Revolving Loan
          Commitment Amount less $5,000,000.

     SUBPART 2.3.  Amendments to Article III. Article III of the Existing Credit
Agreement is hereby amended as set forth in Subparts 2.3.1 through 2.3.6.

     SUBPART 2.3.1. Clause (b) of Section 3.1.1 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:

          (b) On  each  date  when  the  sum of (i)  the  aggregate  outstanding
          principal  amount of all Revolving Loans and Swing Line Loans and (ii)
          the aggregate amount of all Letter of Credit Outstandings  exceeds the
          Revolving  Loan  Commitment  Amount (as it may be reduced from time to
          time  pursuant to this  Agreement)  less (solely  during the Amendment
          Period) $5,000,000,  the Borrower shall make a mandatory prepayment of
          Revolving Loans or Swing Line Loans (or both) and, if necessary,  Cash
          Collateralize  Letter of Credit  Outstandings,  in an aggregate amount
          equal to such excess.

     SUBPART 2.3.2. Clause (e) of Section 3.1.1 of the Existing Credit Agreement
is  hereby  amended  by (i)  inserting  "(i)"  following  the  words  "provided,
however,"  and (ii)  inserting  the following  language  immediately  before the
period at the end of such clause:

          and (ii)  notwithstanding  anything else contained in this  Agreement,
          for the 2002  Fiscal  Year the  Borrower  shall be required to make or
          cause to be made a  mandatory  prepayment  of the  Loans in an  amount
          equal to 100% of the Excess Cash Flow (if any) for such  Fiscal  Year,
          to be applied as set forth in Section 3.1.2.

     SUBPART  2.3.3.  Clauses  (e),  (f),  (g) and (h) of  Section  3.1.1 of the
Existing Credit  Agreement are hereby amended by deleting the words "Term Loans"
in such clauses and inserting the word "Loans" in its place.

     SUBPART  2.3.4.  Clauses (f), (g) and (h) of Section  3.1.1 of the Existing
Credit  Agreement are hereby  further  amended by inserting "(at all times other
than during the Amendment  Period),  and $500,000 (during the Amendment Period)"
following the number "$2,000,000" in such clauses.

     SUBPART 2.3.5. Clause (g) of Section 3.1.1 of the Existing Credit Agreement
is hereby  further  amended  inserting  "(at all times  other  than  during  the
Amendment  Period),  and 100%  (during  the  Amendment  Period)"  following  the
percentage "50%" in such clause.

     SUBPART  2.3.6.  Section 3.1.2 of the Existing  Credit  Agreement is hereby
amended as follows.

          (i) clause (a) of such Section is hereby amended by changing the words
          "Subject to clause (b)," to "Subject to clauses (b) and (c),"

          (ii) clause (b) of such Section is hereby  amended by (A) deleting the
          words "Term Loans" in the first line of such clause and  inserting the
          words  "Loans" in its place and (B) inserting the words "(at all times
          other than during the  Amendment  Period)"  following the letter "(g)"
          each time it appears in such clause; and

          (iii) adding a new clause (c), to read in its entirety as follows:

          (c)  During  the  Amendment  Period,  each  prepayment  of Loans  made
          pursuant  to clause  (g) of  Section  3.1.1  shall be  applied  (i) by
          applying  (A) 50% of the Net Equity  Proceeds  pro rata to a mandatory
          prepayment of the outstanding principal amount of all Term A Loans and
          Term B Loans (with the amount of such  prepayment  of the Term A Loans
          and  the  Term  B  Loans  being  applied  to the  remaining  scheduled
          amortization payments of the Term A Loans or Term B Loans, as the case
          may be, in inverse  order in  accordance  with the amount of each such
          remaining  Term A Loan or Term B Loan  amortization  payments) and (B)
          50% of the  Net  Equity  Proceeds  to a  mandatory  prepayment  of the
          outstanding  principal  amount of all Revolving Loans (which shall not
          result in a reduction of the Revolving Loan Commitment Amount),  until
          all  outstanding  Revolving  Loans  have  been  paid in  full  and the
          remainder,  if any,  applied in accordance with clause (c)(i)(A) above
          and (ii) once all Term  Loans have been  repaid in full,  then 100% of
          such  Net  Equity  Proceeds  to  the  prepayment  of  any  outstanding
          Revolving  Loans and to a reduction of the Revolving  Loan  Commitment
          Amount in accordance with Section 2.2.2;  provided,  however, that, in
          the case of any prepayment of Term B Loans made pursuant to clause (g)
          of Section 3.1.1,  if the Borrower (at any time prior to the repayment
          in  full  of  the  Term A  Loans)  elects  in  writing,  in  its  sole
          discretion,  to permit any Lender  that has Term B Loans to decline to
          have such Loans so prepaid, then any Lender that has Term B Loans may,
          by  delivering  a notice  to the  Administrative  Agent  at least  one
          Business  Day prior to the date that  such  prepayment  is to be made,
          decline to have such Loans  prepaid  with the amounts set forth above,
          in which case 50% of the  amounts  that  would have been  applied to a
          prepayment of such Lender's Term B Loans shall instead be applied to a
          prepayment of the  principal  amount of all  outstanding  Term A Loans
          until all outstanding Term A Loans have been prepaid in full, with the
          balance being retained by the Borrower.

     SUBPART 2.4.  Amendments to Article VII. Article VII of the Existing Credit
Agreement is hereby amended as set forth in Subparts 2.4.1 through 2.4.10.

     SUBPART  2.4.1.  Section 7.1.1 of the Existing  Credit  Agreement is hereby
amended by (i) deleting  the word "and" at the end of clause (i)  thereof,  (ii)
re-lettering  "clause (j)" as "clause (l)" and (iii) inserting the following new
clauses in the appropriate order:

          (j) for the first 45 days  following  the Fourth  Amendment  Effective
          Date,  as soon as  possible  and in any event no later than 3 Business
          Days after the last day of each week, a weekly liquidity report in the
          form delivered to the Syndication  Agent prior to the Fourth Amendment
          Effective Date;

          (k) as soon as  possible  and in any event no later  than 10  Business
          Days after the last day of each month, a monthly  liquidity  report in
          the form  delivered  to the  Syndication  Agent  prior  to the  Fourth
          Amendment Effective Date; and

     SUBPART 2.4.2.  New Sections  7.1.14 and 7.1.15 are hereby added to Article
VII of the Existing Credit Agreement, to read in their entirety as follows:

               SECTION  7.1.14.  Consultant  Engagement.   The  Borrower  hereby
          consents to the engagement by Mayer, Brown, Rowe & Maw of FTI Policano
          & Manzo (the "Consultant") to perform, among other things,  consulting
          services as directed by Mayer, Brown, Rowe & Maw, in consultation with
          the  Syndication  Agent.  The  Borrower  hereby  agrees (i) to pay all
          reasonable  fees and  reasonable  out-of-pocket  expenses  owed to the
          Consultant for providing such services  promptly  following receipt of
          invoices  from the  Consultant  and (ii) to  cooperate  fully with the
          Consultant in the discharge of its duties to Mayer, Brown, Rowe & Maw,
          including  providing  information  to the  Consultant and allowing the
          Consultant to have access to the Borrower's and its U.S.  Subsidiaries
          management (at reasonable times during regular business hours and with
          reasonable   prior  written   notice  (which  may  include  notice  by
          electronic mail or facsimile  transmission)) and the properties of the
          Borrower and its U.S. Subsidiaries.

               SECTION 7.1.15.  Deleveraging  Event.  The Borrower hereby agrees
          that (a)  subsequent to March 28, 2002 but on or prior to December 31,
          2002,  the Borrower  will either (i) issue (in one or more  issuances)
          its Capital Securities in exchange for gross cash proceeds of not more
          than $25,000,000  and/or (ii) consummate some other corporate event or
          asset Disposition, so that it will be in compliance with the financial
          covenants  set forth in Section  7.2.4 for the Fiscal  Quarter  ending
          December 31, 2002 and (b) on or prior to January 5, 2003, the Borrower
          will deliver a certificate  to the  Syndication  Agent  describing the
          actions taken and including a good faith  estimate of the  calculation
          of the  financial  covenants set forth in Section 7.2.4 as of December
          31, 2002.

     SUBPART  2.4.3.  Section 7.2.2 of the Existing  Credit  Agreement is hereby
amended as follows:

               (i) by  inserting  the words "at all times  other than during the
          Amendment Period and $1,000,000  during the Amendment  Period, in each
          case" following the number "$3,000,000" in clause (f)(ii) thereof; and

               (ii) by  inserting  the words "at all times other than during the
          Amendment Period and $2,000,000 during the Amendment Period" following
          the number "$15,000,000" in clause (q) thereof.

     SUBPART  2.4.4.  The grid  contained in clause (a) of Section  7.2.4 of the
Existing  Credit  Agreement  for the  period  from  July 1,  2001  through  (and
including) March 31, 2003 is hereby amended to read as follows:
<PAGE>

                      Period                        Leverage Ratio
                      ------                        --------------
               07/01/01 through (and
                including) 12/31/01                   NOT TESTED
               01/01/02 through (and
                including) 03/31/02                    5.25:1.00
               04/01/02 through (and
                including) 06/30/02                    5.20:1.00
               07/01/02 through (and
                including) 09/30/02                    4.90:1.00
               10/01/02 through (and
                including) 12/31/02                    4.25:1.00
               01/01/03 through (and
                including) 03/31/03                    4.00:1.00

     SUBPART  2.4.5.  The grid  contained in clause (b) of Section  7.2.4 of the
Existing  Credit  Agreement  for the  period  from  April 1, 2002  through  (and
including) December 31, 2002 is hereby amended to read as follows:

                      Period                    Interest Coverage Ratio
                      ------                    -----------------------
               04/01/02 through (and
                including) 06/30/02                    2.15:1.00
               07/01/02 through (and
                including) 09/30/02                    2.25:1.00
               10/01/02 through (and
                including) 12/31/02                    2.40:1.00

     SUBPART 2.4.6. Clause (c) of Section 7.2.4 of the Existing Credit Agreement
is hereby amended to read in its entirety as follows:

          The Borrower will not permit the Fixed Charge Coverage Ratio as of the
          last  day of any  Fiscal  Quarter  (beginning  with the  first  Fiscal
          Quarter of the 2000 Fiscal Year) to be less than (i) 1.25:1.00 through
          (and  including)  each Fiscal Quarter ending on or before December 31,
          2002,  other than the Fiscal  Quarter  ending on June 30,  2002,  (ii)
          1.20:1  for the  Fiscal  Quarter  ending  on June 30,  2002 and  (iii)
          1.15:1.00 for each Fiscal Quarter ending after December 31, 2002.

     SUBPART  2.4.7.  The grid  contained in clause (d) of Section  7.2.4 of the
Existing  Credit  Agreement  for the period from  January 1, 2002  through  (and
including) June 30, 2002 is hereby amended to read as follows:

                      Period                            EBITDA
                      ------                            ------
               01/01/02 through (and
                including) 06/30/02                  $102,500,000

     SUBPART  2.4.8. Section  7.2.5 of the Existing  Credit  Agreement is hereby
amended as follows:

               (i) by  inserting  the words "at any time other  than  during the
          Amendment Period, " at the beginning of clause (g) thereof;

               (ii) by  inserting  the  words  ";  provided,  however,  that the
          Borrower  and  its   Subsidiaries   may  only   consummate   Permitted
          Acquisitions during the Amendment Period if the sole consideration for
          such Permitted  Acquisition is Capital  Securities of the Borrower and
          the  Borrower   delivers  a  certificate  to  the  Syndication   Agent
          certifying,  with evidence reasonably  satisfactory to the Syndication
          Agent,  that the Capital  Securities  or assets  being  acquired  have
          produced positive EBITDA for the four full Fiscal Quarters immediately
          prior to the date of the consummation of such Permitted  Acquisition;"
          at the end of clause (g) thereof;

               (iii) by inserting the words "(at all times other than during the
          Amendment Period),  and when aggregated with the amount of Investments
          made by the Borrower and its Subsidiaries under clause (n), $2,000,000
          (during the Amendment  Period)"  following the number  "$3,000,000" to
          clause (e)(i) thereof; and

               (iv) by inserting  the words "(at all times other than during the
          Amendment  Period) and when  aggregated with the amount of Investments
          made  by the  Borrower  and  its  Subsidiaries  under  clause  (e)(i),
          $2,000,000 (during the Amendment Period),  in each case" following the
          number "$10,000,000" to clause (n) thereof.

     SUBPART  2.4.9.  Section 7.2.6 of the Existing  Credit  Agreement is hereby
amended as follows:

               (i) by inserting "(i)" prior to the number "$5,000,000" in clause
          (b) thereof;

               (ii) by  inserting  the  words  "and  (ii)  $500,000  during  the
          Amendment  Period"  following  the  word  "Agreement"  in  clause  (b)
          thereof; and

               (iii) by  inserting  the  words ";  provided,  however,  that (i)
          during the Amendment Period such advisory fees shall accrue and not be
          paid and (ii)  following the Amendment  Period such accrued and unpaid
          advisory fees shall (subject to the other terms of this  Agreement) be
          paid  and the  limitation  set  forth  in this  clause  (c)  shall  be
          increased by such amount so paid"  following the word "Year" in clause
          (c) thereof.

     SUBPART  2.4.10.Section  7.2.7 of the Existing  Credit  Agreement is hereby
amended as follows:

               (i) The first  sentence  of such  Section  is hereby  amended  by
          deleting  "and (ii)" and  inserting  ", (ii) for the 2001 Fiscal Year,
          $20,000,000,  (iii) for the 2002  Fiscal  Year,  $12,000,000  and (iv)
          $20,000,000   (for  the  2003   Fiscal   Year  and  each  Fiscal  Year
          thereafter)" in lieu thereof; and

               (ii) by adding a new sentence to the end of such Section, to read
          in its entirety as follows:

          Notwithstanding  anything else contained in this Section, the Borrower
          hereby  agrees that no portion of the 2001  Fiscal Year  Carry-Forward
          Amount  (if any) for the 2001  Fiscal  Year and the 2002  Fiscal  Year
          shall be permitted to be carried over to any subsequent Fiscal Year.



                                    PART III
                           WAIVER OF EXISTING DEFAULTS

     SUBPART 3.1.  Waiver of Defaults.  By their  signature  below,  the Lenders
hereby  waive all Defaults  which have  occurred  prior to the Fourth  Amendment
Effective Date (i) as a result of a breach of the representations under Sections
6.5, 6.6, 6.10 and 6.13 of the Existing Credit Agreement and (ii) as a result of
a breach of the covenants set forth in Sections  7.1.1,  7.1.5,  7.2.4 and 7.2.5
(in the case of the  acquisition  of Willis  Associates  on or about January 21,
2002  for  consideration  of  approximately  $100,000)  of the  Existing  Credit
Agreement, in each case to the extent such Defaults are caused by the accounting
methods  used by North Shore Agency Inc.  (referred to as the "NSA  Situation"),
including any restatement of or adjustments made to the financial  statements of
the  Borrower  or any of its  Subsidiaries  resulting  from  the  NSA  Situation
required by PricewaterhouseCoopers after the Fourth Amendment Effective Date for
the 1999 and 2000 Fiscal  Years with the consent of the  Syndication  Agent.  In
addition,  by their signature below, the Lenders hereby waive all Defaults which
have occurred prior to the Fourth Amendment  Effective Date under the Subsidiary
Guaranty as a result of the NSA Situation.



                                    PART IV
                           CONDITIONS TO EFFECTIVENESS

     This  Amendment  (and the  amendments  and  other  modifications  contained
herein) shall become  effective as of the Fourth  Amendment  Effective Date when
the conditions set forth in this Part have been satisfied.

     SUBPART 4.1.  Execution of Counterparts.  The Syndication  Agent shall have
received  counterparts of this Amendment,  duly executed and delivered on behalf
of the Borrower and the Required Lenders.

     SUBPART 4.2.  Affirmation  and Consent.  The  Syndication  Agent shall have
received  counterparts  of an  Affirmation  and Consent,  dated as of the Fourth
Amendment  Effective  Date,  and  in  form  and  substance  satisfactory  to the
Syndication   Agent,  duly  executed  and  delivered  by  each  OSI  Shareholder
(including  each investor  party to the Stock  Subscription  Agreement) and each
Obligor other than the Borrower.

     SUBPART 4.3.  Costs and  Expenses,  etc. The  Syndication  Agent shall have
received  for the account of each Lender,  all fees,  costs and expenses due and
payable  pursuant  to  Sections  3.3 and 10.3 of the Credit  Agreement,  if then
invoiced.

     SUBPART 4.4.  Amendment Fee. The Syndication  Agent shall have received for
the account of each Lender (that has delivered  its  signature  page in a manner
and before the time set forth  below),  an  amendment  fee in an amount equal to
0.25% of the sum of (i) the outstanding  principal amount of Loans owing to such
Lender on such date plus (ii) such Lender's RL Percentage of the unused  portion
of the Revolving Loan Commitment Amount (net of outstanding Swing Line Loans and
Letters of Credit  outstanding)  on such  date,  but  payable  only to each such
Lender that has delivered (including by way of facsimile) its executed signature
page to this Amendment to the attention of Jason Kanner,  Esq. at Mayer,  Brown,
Rowe &  Maw,  1675  Broadway,  New  York,  New  York  10019,  facsimile  number:
212-262-1910, at or prior to 5:00 p.m. (New York time) on April 4, 2002.

     SUBPART 4.5. Equity Issuance.  Contemporaneously  with the effectiveness of
this  Amendment,  the  Borrower  shall  have  received  at least  $4,150,000  in
consideration  for its  issuance  of the 2002  Preferred  Equity (as  defined in
Subpart  2.1.1),  with such amount being deemed  received  during the  Amendment
Period (as defined in Subpart 2.1.1).

     SUBPART  4.6.  Legal  Details,  etc.  All  documents  executed or submitted
pursuant  hereto shall be  satisfactory in form and substance to the Syndication
Agent and its counsel. The Syndication Agent and its counsel shall have received
all  information,  and such  counterpart  originals  or such  certified or other
copies of such  materials,  as the Syndication  Agent or its counsel  reasonably
request.  All legal matters  incident to the  transactions  contemplated by this
Amendment shall be satisfactory to the Syndication Agent and its counsel.



                                     PART V
                            MISCELLANEOUS PROVISIONS

     SUBPART 5.1. Cross-References.  References in this Amendment to any Part or
Subpart  are,  unless  otherwise  specified,  to such  Part or  Subpart  of this
Amendment.

     SUBPART 5.2.  Loan Document  Pursuant to Existing  Credit  Agreement.  This
Amendment is a Loan Document  executed pursuant to the Existing Credit Agreement
and shall be construed,  administered  and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement.

     SUBPART 5.3.  Successors and Assigns.  This Amendment shall be binding upon
and inure to the  benefit of the  Borrower,  the  Lenders  and their  respective
successors and assigns.

     SUBPART 5.4. Full Force and Effect; Limited Amendment.  Except as expressly
amended  hereby,  all  of the  representations,  warranties,  terms,  covenants,
conditions and other  provisions of the Existing  Credit  Agreement and the Loan
Documents shall remain unchanged and shall continue to be, and shall remain,  in
full force and effect in accordance with their respective  terms. The amendments
set forth  herein  shall be  limited  precisely  as  provided  for herein to the
provisions  expressly  amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or  modification of any other term or provision of the
Existing  Credit  Agreement or any other Loan Document or of any  transaction or
further or future  action on the part of any  Obligor or OSI  Shareholder  which
would require the consent of the Lenders under the Existing Credit  Agreement or
any of the Loan Documents.

     SUBPART 5.5. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSES  SECTION 5-1401 AND 5-1402 OF THE GENERAL  OBLIGATIONS  LAW OF
THE STATE OF NEW YORK).

     SUBPART 5.6.  Execution in Counterparts.  This Amendment may be executed in
any number of  counterparts by the parties  hereto,  each of which  counterparts
when so executed shall be an original,  but all the counterparts  shall together
constitute one and the same agreement. The parties hereto agree that delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of an original executed counterpart of this Amendment.

     SUBPART 5.7. Representations and Warranties. In order to induce the Lenders
to execute and deliver  this  Amendment,  the  Borrower  hereby  represents  and
warrants to the Lenders that after giving  effect to this  Amendment  all of the
statements set forth in Section 5.2.1 of the Existing Credit  Agreement are true
and  correct.  Without  limiting the  foregoing,  the  Borrower  represents  and
warrants to Lenders  that the  representation  set forth in Section  6.16 of the
Existing  Credit  Agreement  is true  and  correct  as of the  Fourth  Amendment
Effective Date.



<PAGE>


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



                                 OUTSOURCING SOLUTIONS INC.


                                 By: /s/ Gary L. Weller
                                     ---------------------------------
                                 Title:  Executive Vice President and
                                         Chief Financial Officer



                                 CREDIT SUISSE FIRST BOSTON


                                 By: /s/ Paul J. Corona
                                     ---------------------------------
                                 Title:  Director


                                 By: /s/ Bill O'Daly
                                     ---------------------------------
                                 Title:  Director



                                 FLEET NATIONAL BANK


                                 By: /s/
                                     ---------------------------------
                                 Title:  Vice President



                                 HARRIS TRUST AND SAVINGS BANK


                                 By: /s/ Kathleen J. Collins
                                     ---------------------------------
                                 Title:  Vice President



                                 ISLES CBO, LIMITED
                                 BY: AMERICAN EXPRESS ASSET MANAGEMENT
                                     GROUP INC. AS COLLATERAL MANAGER


                                 By: /s/
                                     ---------------------------------
                                 Title:



                                 CEDAR CBO, LIMITED
                                 BY: AMERICAN EXPRESS ASSET MANAGEMENT
                                     GROUP INC. AS COLLATERAL MANAGER


                                 By: /s/
                                     ---------------------------------
                                 Title:



                                 CENTURION CDO II, LIMITED
                                 AMERICAN EXPRESS ASSET MANAGEMENT
                                 GROUP INC. AS COLLATERAL MANAGER


                                 By: /s/ Lynn A. Hopton
                                     ---------------------------------
                                 Title:  Senior Managing Director



                                 CENTURION CDO III, LIMITED
                                 AMERICAN EXPRESS ASSET MANAGEMENT
                                 GROUP INC. AS COLLATERAL MANAGER


                                 By: /s/ Lynn A. Hopton
                                     ---------------------------------
                                 Title:  Senior Managing Director





                                 CENTURION CDO I, LIMITED
                                 AMERICAN EXPRESS ASSET MANAGEMENT
                                 GROUP INC. AS COLLATERAL MANAGER

                                 By: /s/ Lynn A. Hopton
                                     ---------------------------------
                                 Title:  Senior Managing Director



                                 SEQUILLS-CENTURION V, LTD.
                                 AMERICAN EXPRESS ASSET MANAGEMENT
                                 GROUP INC. AS COLLATERAL MANAGER


                                 By: /s/ Lynn A. Hopkin
                                     ---------------------------------
                                 Title:  Senior Managing Director



                                 AG CAPITAL FUNDING PARTNERS, L.P.
                                 BY: ANGELO, GORDON & CO., L.P.,
                                     AS INVESTMENT ADVISOR


                                 By: /s/ John W. Fraser
                                     ---------------------------------
                                 Title:  Managing Director



                                 NORTHWOODS CAPITAL, LIMITED
                                 BY: ANGELO, GORDON & CO., L.P.,
                                     AS COLLATERAL MANAGER


                                 By: /s/ John W. Fraser
                                     ---------------------------------
                                 Title:  Managing Director



                                 NORTHWOODS CAPITAL II, LIMITED
                                 BY: ANGELO, GORDON & CO., L.P.,
                                     AS COLLATERAL MANAGER


                                 By: /s/ John W. Fraser
                                     ---------------------------------
                                 Title:  Managing Director



                                 NORTHWOODS CAPITAL III, LIMITED
                                 BY: ANGELO, GORDON & CO., L.P.,
                                     AS COLLATERAL MANAGER


                                 By: /s/ John W. Fraser
                                     ---------------------------------
                                 Title:  Managing Director



                                 BANK OF AMERICA, N.A.


                                 By: /s/
                                     ---------------------------------
                                 Title:  Senior Vice President



                                 MUIRFIELD TRADING LLC


                                 By: /s/ Ann E. Morris
                                     ---------------------------------
                                 Title:  Asst. Vice President

<PAGE>

                                 OLYMPIC FUNDING TRUST, SERIES 1999-3


                                 By: /s/ Ann E. Morris
                                     ---------------------------------
                                 Title:  Asst. Vice President



                                 BANK ONE


                                 By: /s/ William D. Allsicht
                                     ---------------------------------
                                 Title:  Director



                                 FIRST DOMINION FUNDING I


                                 By: /s/ David H. Lerner
                                     ---------------------------------
                                 Title:  Authorized Signatory



                                 FIRST DOMINION FUNDING II


                                 By: /s/ David H. Lerner
                                     ---------------------------------
                                 Title:  Authorized Signatory



                                 FIRST DOMINION FUNDING III


                                 By: /s/ David H. Lerner
                                     ---------------------------------
                                 Title:  Authorized Signatory



                                 CSAM FUNDING I


                                 By: /s/ David H. Lerner
                                     ---------------------------------
                                 Title:  Authorized Signatory



                                 DRESDNER BANK AG NEW YORK AND
                                 GRAND CAYMAN BRANCHES


                                 By: /s/ Gabriela Fields
                                     ---------------------------------
                                 Title:  Associate


                                 By: /s/ Faraaz Kamran
                                     ---------------------------------
                                 Title:  Associate



                                 HELLER FINANCIAL INC.


                                 By: /s/ Gregory Hong
                                     ---------------------------------
                                 Title:  Duly Authorized Signatory



                                 BALANCED HIGH-YIELD FUND II, LTD.
                                 BY: ING CAPITAL ADVISORS LLC,
                                     AS ASSET MANAGER


                                 By: /s/ Gordon R. Cook
                                     ---------------------------------
                                 Title:  Senior Vice President and
                                         Portfolio Manager



                                 ARCHIMEDES FUNDING III, LTD.
                                 BY: ING CAPITAL ADVISORS LLC,
                                     AS ASSET MANAGER


                                 By: /s/ Gordon R. Cook
                                     ---------------------------------
                                 Title:  Senior Vice President and
                                         Portfolio Manager


                                 JP MORGAN CHASE BANK


                                 By: /s/ William J. Caggiano
                                     ---------------------------------
                                 Title:  Managing Director



                                 KZH CYPRESSTREE-1 LLC


                                 By: /s/ Susan Lee
                                     ---------------------------------
                                 Title:  Authorized Agent



                                 KZH ING-2 LLC


                                 By: /s/ Susan Lee
                                     ---------------------------------
                                 Title:  Authorized Agent



                                 KZH RIVERSIDE LLC


                                 By: /s/ Susan Lee
                                     ---------------------------------
                                 Title:  Authorized Agent



                                 KZH STERLING LLC


                                 By: /s/ Susan Lee
                                     ---------------------------------
                                 Title:  Authorized Agent



                                 LASALLE BANK NATIONAL ASSOCIATION


                                 By: /s/ Brian Peterson
                                     ---------------------------------
                                 Title:  First Vice President



                                 MAPLEWOOD (CAYMAN) LTD
                                 BY: MASS MUTUAL LIFE INSURANCE CO.,
                                     AS INVESTMENT MANAGER


                                 By: /s/ Steven J. Katz
                                     ---------------------------------
                                 Title:  Second Vice President and
                                           Associate General Counsel



                                 MASSACHUSETTS MUTUAL LIFE INSURANCE
                                 COMPANY


                                 By: /s/ Steven J. Katz
                                     ---------------------------------
                                 Title:  Second Vice President and
                                         Associate General Counsel

<PAGE>

                                 MAGNETITE ASSET INVESTORS, LLC


                                 By: /s/ M.J. Williams
                                     ---------------------------------
                                 Title:  Director



                                 DENALI CAPITAL LLC, MANAGING MEMBER
                                 OF DC FUNDING PARTNERS LLC, PORTFOLIO
                                 MANAGER FOR DENALI CAPITAL CLO I, LTD.


                                 By: /s/ John Thacker
                                     ---------------------------------
                                 Title:  Chief Credit Officer



                                 MERRILL LYNCH GLOBAL INVESTMENT SERIES:
                                 INCOME STRATEGIES PORTFOLIO
                                 BY: MERRILL LYNCH INVESTMENT MANAGERS,
                                     L.P. AS INVESTMENT ADVISOR


                                 By: /s/ Anthony Heyman
                                     ---------------------------------
                                 Title:  Authorized Signatory



                                 MERRILL LYNCH SENIOR FLOATING RATE
                                 FUND, INC.


                                 By: /s/ Anthony Heyman
                                     ---------------------------------
                                 Title:  Authorized Signatory



                                 PILGRIM AMERICA HIGH INCOME
                                 INVESTMENTS INC. LTD.
                                 BY: ING PILGRIM INVESTMENTS LLC
                                     AS INVESTMENT MANAGER


                                 By: /s/ Jason Groom
                                     ---------------------------------
                                 Title:  Vice President




                                 MORGAN STANLEY PRIME INCOME TRUST


                                 By: /s/ Shelia A. Finnerty
                                     ---------------------------------
                                 Title:  Executive Director



                                 PILGRIM CLO 1999-LTD.
                                 BY: ING PILGRIM INVESTMENTS LLC
                                     AS INVESTMENT MANAGER


                                 By: /s/ Jason Groom
                                     ---------------------------------
                                 Title:  Vice President

<PAGE>

                                 ML CLO XII PIGRIM AMERICA (CAYMAN) LTD.
                                 BY: ING PILGRIM INVESTMENTS LLC
                                     AS INVESTMENT MANAGER


                                 By: /s/ Jason Groom
                                     ---------------------------------
                                 Title:  Vice President



                                 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
                                 BY: ING PILGRIM INVESTMENTS LLC
                                     AS INVESTMENT MANAGER


                                 By: /s/ Jason Groom
                                     ---------------------------------
                                 Title:  Vice President



                                 ING PRIME RATE TRUST
                                 BY: ING PILGRIM INVESTMENTS LLC
                                     AS INVESTMENT MANAGER


                                 By: /s/ Jason Groom
                                     ---------------------------------
                                 Title:  Vice President



                                 LIBERTY-STEIN ROE ADVISOR FLOATING
                                 RATE ADVANTAGE FUND.
                                 BY: STEIN ROE & FARNHAM INCORPORATED,
                                     AS ADVISOR


                                 By: /s/ James R. Fellows
                                     ---------------------------------
                                 Title:  Senior Vice President



                                 STEIN ROE FLOATING RATE LIMITED
                                 LIABILITY COMPANY


                                 By: /s/ James R. Fellows
                                     ---------------------------------
                                 Title:  Senior Vice President



                                 STEIN ROE & FARNHAM CLO I LTD.,
                                 BY: STEIN ROE & FARNHAM INCORPORATED,
                                     AS PORTFOLIO MANAGER


                                 By: /s/ James R. Fellows
                                     ---------------------------------
                                 Title:  Senior Vice President



                                 COLUMBUS LOAN FUNDING LTD.
                                 BY: TRAVELERS ASSET MANAGEMENT
                                     INTERNATIONAL COMPANY, LLC


                                 By: /s/ John Petchler
                                     ---------------------------------
                                 Title:  Vice President



                                 THE TRAVELERS INSURANCE COMPANY


                                 By: /s/ John Petchler
                                     ---------------------------------
                                 Title:  Vice President
<PAGE>

                                 TRAVELERS CORPORATE LOAN FUND INC.
                                 BY: TRAVELERS ASSET MANAGEMENT
                                     INTERNATIONAL COMPANY, LLC


                                 By: /s/ John Petchler
                                     ---------------------------------
                                 Title:  Vice President



                                 VAN KAMPEN SENIOR INCOME TRUST
                                 BY: VAN KAMPEN INVESTMENT ADVISORY
                                     CORP.


                                 By: /s/ Christina Jamieson
                                     ---------------------------------
                                 Title:  Vice President







                                 VAN KAMPEN PRIME RATE INCOME TRUST
                                 BY: VAN KAMPEN INVESTMENT ADVISORY
                                     CORP.


                                 By: /s/ Christina Jamieson
                                     ---------------------------------
                                 Title:  Vice President



                                 VAN KAMPEN SENIOR FLOATING RATE FUND
                                 BY: VAN KAMPEN INVESTMENT ADVISORY
                                     CORP.


                                 By: /s/ Darvin D. Pierce
                                     ---------------------------------
                                 Title:  Executive Director



                                 WACHOVIA BANK, N.A.


                                 By: /s/ Robert Wilson
                                     ---------------------------------
                                 Title:  Vice President



                                 WELLS FARGO BANK, N.A.


                                 By: /s/
                                     ---------------------------------
                                 Title:  Vice President



                                 SZUDDER FLOATING RATE FUND


                                 By: /s/ Kenneth Weber
                                     ---------------------------------
                                 Title:  Senior Vice President



                                 FRANKLIN FLOATING RATE TRUST


                                 By: /s/ Richard Hsu
                                     ---------------------------------
                                 Title:  Asst. Vice President