OUTSOURCING SOLUTIONS INC.

                               FOURTH AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


This FOURTH  AMENDMENT TO SECOND  AMENDED AND RESTATED  CREDIT  AGREEMENT  (this
"Amendment")  is  dated  as of June  30,  1999  and  entered  into by and  among
OUTSOURCING  SOLUTIONS INC., a Delaware corporation  ("Company"),  THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender"  and  collectively  as the  "Lenders"),  and GOLDMAN  SACHS
CREDIT PARTNERS L.P. and THE CHASE MANHATTAN BANK, as  Co-Administrative  Agents
(in such capacities,  "Co-Administrative Agents"), and is made with reference to
that certain Second Amended and Restated  Credit  Agreement  dated as of January
26, 1998,  as  heretofore  amended,  supplemented  or otherwise  modified (as so
amended,  supplemented  or  modified,  the  "Credit  Agreement"),  by and  among
Company,  the Lenders,  Goldman Sachs Credit Partners L.P. and Chase  Securities
Inc., as Arranging Agents and Co-Administrative  Agents.  Capitalized terms used
herein without  definition  shall have the same meanings  herein as set forth in
the Credit Agreement and in the amendments contained in Section 1 hereof.


                                    RECITALS

         WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement to provide for certain  adjustments  to the  covenant  relating to the
maximum Leverage Ratio calculation as of September 30, 1999.

         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  7.6(B) of the  Credit  Agreement  is hereby  amended to
provide that the maximum  Leverage  Ratio as of any  Calculation  Date occurring
during the period  commencing  on June 30, 1999 and ending on December  30, 1999
shall not exceed 5.0:1.00.
<PAGE>


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

         D.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together  shall  constitute  but  one  and  the  same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the  same  document.   This  Amendment  shall  become  effective  (the  date  of
effectiveness being referred to herein as the "Fourth 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.

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



         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:


<PAGE>
                                            SUNTRUST BANK, ATLANTA,
                                            individually and as Collateral Agent

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


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



                                            AG CAPITAL FUNDING PARTNERS, L.P.
                                            By:  Angelo, Gordon & Co., L.P. as
                                                 Investment Advisor


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



                                            ARCHIMEDES FUNDING, L.L.C.

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


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



                                            ARES LEVERAGED INVESTMENT FUND, L.P.


                                            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:






                                            DEBT STRATEGIES FUND II, INC.


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



                                            MERRILL LYNCH GLOBAL INVESTMENT
                                            SERIES: INCOME STRATEGIES PORTFOLIO
                                            By: Merrill Lynch Asset Management,
                                                L.P., as Investment Advisor


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



                                            CREDITANSTALT - BANKVEREIN


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



                                            BANKBOSTON, N.A.


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



                                            FIRST DOMINION FUNDING I


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



                                            FIRST DOMINION FUNDING II


                                            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, LLC.
                                                 as Investment Advisor


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



                                            LASALLE NATIONAL BANK


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



                                            NORTHWOODS CAPITAL, LIMITED
                                            By: Angelo, Gordon & Co. as
                                                Collateral Manager


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



                                            PNC BANK, NATIONAL ASSOCIATION


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



                                            PUTNAM VT DIVERSIFIED INCOME TRUST


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



                                            PUTNAM VARIABLE TRUST HIGH YIELD
                                            FUND


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



                                            PUTNAM HIGH YIELD ADVANTAGE FUND


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



                                            PUTNAM HIGH YIELD TRUST


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



                                            PUTNAM HIGH YIELD TRUST II


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



                                            PUTNAM MASTER INCOME TRUST


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



                                            PUTNAM DIVERSIFIED INCOME TRUST


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



                                            PUTNAM MASTER INTERMEDIATE INCOME
                                            TRUST


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



                                            PUTNAM PREMIER INCOME TRUST


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


                                            ROYALTON COMPANY


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



                                            SENIOR HIGH INCOME PORTFOLIO, INC.


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



                                            SEQUILS-PILGRIM I, LTD.
                                            By: Pilgrim Investments, Inc.,
                                                as its investment manager


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





                                            SOUTHERN PACIFIC BANK


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



                                            VAN KAMPEN PRIME RATE INCOME TRUST


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



                                            VAN KAMPEN CAPITAL SENIOR FLOATING
                                            RATE FUND


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



                                            SENIOR DEBT PORTFOLIO

                                            By:  BOSTON MANAGEMENT AND
                                                 RESEARCH, as Investment Advisor


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



                                            SPS SWAPS


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



                                            PILGRIM PRIME RATE TRUST
                                            By: Pilgrim Investments, Inc.
                                                as its investment manager


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



                                            PILGRIM AMERICA HIGH INCOME
                                            INVESTMENTS LTD.
                                            By: Pilgrim Investments, Inc.
                                                as its investment manager


                                            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 CYPRESSTREE-1 LLC


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



                                            KZH  CRESCENT  LLC


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



                                            KZH IV LLC


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



                                            KZH  ING-2 LLC


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



                                            KZH  LANGDALE  LLC


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



                                            KZH  SHOSHONE  LLC


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



                                            KZH  CRESCENT-3 LLC


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



                                            VAN KAMPEN CLO II, LIMITED


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



                                            VAN KAMPEN SENIOR INCOME TRUST


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


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


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


<PAGE>
                                            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:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>
                                            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:
                                               ---------------------------------
                                               Name:
                                               Title: