THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT,  dated as of January 24, 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, being referred to as the "Credit Agreement");

     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.

     "Third Amendment Effective Date" is defined in Part III.

     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  Third  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 Subpart 2.1.1.

     SUBPART 2.1.1. The following definitions shall be inserted into Section 1.1
of the Existing Credit Agreement in the appropriate alphabetical order:

          "Restructuring   Charges"  means   nonrecurring   charges,   including
     severance,  relocation,  rent and certain asset write-downs incurred by the
     Borrower  on or  before  June 30,  2002 in  connection  with  the  closing,
     conversion,  realignment and relocation by the Borrower of (a) call centers
     in Roseville, MN; Englewood,  CO, Trevose, PA; Jacksonville,  FL; Richmond,
     VA; Atlanta,  GA; Olympia, WA and Oxnard, CA, (b) offices in Fishkill,  WA;
     Helena,  MT;  Bellevue,  WA and  Bakersfield,  CA and (c) related  business
     units.

          "Third Amendment Effective Date" means January 24, 2002.

     SUBPART 2.1.2. The definition of "EBITDA" is hereby amended by deleting the
proviso  appearing at the end of such  definition and inserting a new clause (f)
in its place to read as follows:

          plus

                    (f)  solely  for the  purpose  of  calculating  whether  the
               Borrower is in compliance with clauses (a) through (d) of Section
               7.2.4,  $2,200,000  of the amount  deducted  in  determining  Net
               Income representing cash Restructuring Charges.

     SUBPART 2.2.  Amendment to Article VII.  Clause (a) of Section 7.2.4 of the
Existing Credit Agreement is amended in its entirety to read as follows:

          (a) The Borrower will not permit the Leverage Ratio as of the last day
     of any Fiscal  Quarter  occurring  during any period set forth  below to be
     greater than the ratio set forth opposite such period:


                      Period                        Leverage Ratio
                      ------                        --------------
               01/01/00 through (and
                including) 3/31/01                     5.00:1.00
               04/01/01 through (and
                including) 06/30/01                    4.75:1.00
               07/01/01 through (and
                including) 12/31/01                    4.50:1.00
               01/01/02 through (and
                including) 03/31/02                    4.50:1.00
               04/01/02 through (and
                including) 06/30/02                    4.25:1.00
               07/01/02 through (and
                including) 9/30/02                     4.25:100
               10/01/02 through (and
                including) 12/31/02                    4.00:1.00
               01/01/03 through (and
                including) 6/30/03                     3.50:1.00
               07/01/03 through (and
                including) 06/30/04                    3.00:1.00
               07/01/04 through (and
                including) 12/31/04                    2.50:1.00
              01/01/05 and thereafter                  2.00:1.00



                                    PART III
                           CONDITIONS TO EFFECTIVENESS

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

     SUBPART 3.1.  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 3.2.  Affirmation  and Consent.  The  Syndication  Agent shall have
received  counterparts  of an  Affirmation  and  Consent,  dated as of the Third
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 3.3.  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 3.4.  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 25
basis points on the sum of (i) such  Lender's RL  Percentage  multiplied  by the
Revolving Loan Commitment  Amount plus (ii) the outstanding  principal amount of
Term Loans owing to such  Lender,  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 Ms. Christine Azzaro at Mayer, Brown & Platt, 1675
Broadway, New York, New York 10019, facsimile number: 212-262-1910,  at or prior
to 5:00 p.m., (New York time) on January 24, 2002.

     SUBPART  3.5.  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 IV
                            MISCELLANEOUS PROVISIONS

     SUBPART 4.1. Cross-References.  References in this Amendment to any Part or
Subpart  are,  unless  otherwise  specified,  to such  Part or  Subpart  of this
Amendment.

     SUBPART 4.2.  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 4.3.  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 4.4. 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 4.5. 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 4.6.  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 4.7. 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,  both  before and 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.



<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/ Robert Hetu
                                          ---------------------------------
                                      Title:  Director



                                      FLEET NATIONAL BANK


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



                                      HARRIS TRUST AND SAVINGS BANK


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



                                      CENTURION CDO 1, LIMITED
                                      BY: AMERICAN EXPRESS ASSET MANAGEMENT
                                          GROUP INC. AS COLLATERAL MANAGER


                                      By: /s/ Michael M. Leyland
                                          ---------------------------------
                                      Title:  Managing Director



                                      CENTURION CDO II, LTD.
                                      BY: AMERICAN EXPRESS ASSET MANAGEMENT
                                          GROUP INC. AS COLLATERAL MANAGER


                                      By: /S/ Michael M. Leyland
                                          ---------------------------------
                                      Title:  Managing Director



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


                                      By: /s/ Michael M. Leyland
                                          ---------------------------------
                                      Title:  Managing Director
<PAGE>

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


                                      By: /s/ Michael M. Leyland
                                          ---------------------------------
                                      Title:  Managing Director



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


                                      By: /s/ Michael M. Leyland
                                          ---------------------------------
                                      Title:  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/ Diana L. Mushill
                                          ---------------------------------
                                      Title:  Authorized Agent
<PAGE>

                                      OLYMPIC FUNDING TRUST, SERIES 1999-3


                                      By: /s/ Diana L. Mushill
                                          ---------------------------------
                                      Title:  Authorized Agent



                                      BANK ONE


                                      By: /s/ Stephen E. McDonald
                                          ---------------------------------
                                      Title:  Senior Vice President



                                      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/ James Jerz
                                          ---------------------------------
                                      Title:  Vice President



                                      HELLER FINANCIAL INC.
                                      BY: HELLER FINANCIAL ASSET MANAGEMENT LLC
                                          AUTHORIZED AGENT


                                      By: /s/ Shelia C. Weimer
                                          ---------------------------------
                                      Title:  Vice President



                                      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
<PAGE>

                                      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



                                      MASS MUTUAL LIFE INSURANCE COMPANY


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

                                      WILBRAHAM CBO LTD
                                      BY: DAVID L. BABSON & CO., INC.
                                          AS INVESTMENT MANAGER


                                      By: /s/ Kathleen Lynch
                                          ---------------------------------
                                      Title:  Managing Director



                                      MASSMUTUAL HIGH YIELD PARTNERS II, LLC
                                      BY: HYP MANAGEMENT, INC.


                                      By: /s/ Kathleen Lynch
                                          ---------------------------------
                                      Title:  Managing Director



                                      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



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


                                      By: /s/ Jason Groom
                                          ---------------------------------
                                      Title:  Vice President
<PAGE>

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


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



                                      PILGRIM 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



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


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

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


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



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


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



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


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



                                      WACHOVIA BANK, N.A.


                                      By: /s/ Catherine A. Cowan
                                          ---------------------------------
                                      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