FOURTH AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           OUTSOURCING SOLUTIONS INC.


     Outsourcing  Solutions Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

     1.  The  name  of  the  corporation  is  Outsourcing  Solutions  Inc.  (the
"Corporation").  The  Corporation  was originally  incorporated  as OSI Holdings
Corp. in the State of Delaware on the 21st day of September,  1995 pursuant to a
Certificate of  Incorporation  filed with the Secretary of State of the State of
Delaware on that date.

     2. This Fourth Amended and Restated Certificate of Incorporation amends and
restates the Third  Amended and Restated  Certificate  of  Incorporation  of the
Corporation  filed  with the  Secretary  of State of the  State of  Delaware  on
January 13,  1999,  as amended on November  29,  1999.  This Fourth  Amended and
Restated Certificate of Incorporation has been adopted by the Corporation and by
its stockholders pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware.

     3.  On  December  3,  1999,  Directors  of  the  Corporation  duly  adopted
resolutions   authorizing  the  following   amendment  and  restatement  of  the
Certificate of Incorporation  of the  Corporation,  declaring such amendment and
restatement to be advisable and in the best interests of the Corporation and its
stockholders  and  authorizing  the  appropriate  officers  to  solicit  written
consents  of  the  stockholders  of  the  Corporation  in  accordance  with  the
provisions  of  Section  228 of the  General  Corporation  Law of the  State  of
Delaware. Thereafter, pursuant to resolutions of the Board of Directors, in lieu
of a meeting and vote of holders of the Corporation's common stock and preferred
stock,  stockholders  holding a majority of the issued and outstanding shares of
common  stock of the  Corporation  and  holders of a majority  of the issued and
outstanding  shares of each of the (i) preferred stock,  (ii) Class A Non-Voting
Common Stock,  (iii) Class B Non-Voting Common Stock and (iv) Class C Non-Voting
Common Stock of the Corporation  adopted the following amendment and restatement
of the Certificate of Incorporation of the Corporation.

     4. The text of Certificate of Incorporation, is hereby restated and amended
to read in its entirety as follows:

     FIRST: The name of the Corporation is Outsourcing Solutions Inc.

     SECOND:  The registered  office of the Corporation in the State of Delaware
is 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle.

     The name of its  registered  agent in the State of Delaware at such address
is The Prentice-Hall Corporation System, Inc.

     THIRD: The purpose of the Corporation is to engage, directly or indirectly,
in any lawful act or activity for which  corporations may be organized under the
General Corporation Law of the State of Delaware as from time to time in effect.

     FOURTH:  The total  number of shares which the  Corporation  shall have the
authority to issue is  17,300,000  shares of capital  stock as follows:  300,000
shares of Preferred  Stock,  no par value (the  "Preferred  Stock"),  15,000,000
shares of Voting  Common  Stock,  par value $.01 per share (the  "Voting  Common
Stock") and 2,000,000 shares of Non-Voting  Stock, par value $.01 per share (the
"Non-Voting  Common  Stock",  and together  with the Voting  Common  Stock,  the
"Common  Stock").  Each share of Preferred  Stock is hereafter  referred to as a
"Preferred  Share" and collectively as "Preferred  Shares." Each share of Voting
Common  Stock  is  hereafter   referred  to  as  a  "Voting  Common  Share"  and
collectively as "Voting Common Shares". Each share of Non-Voting Common Stock is
hereafter  referred  to as a  "Non-Voting  Common  Share"  and  collectively  as
"Non-Voting  Common  Shares".  The Voting  Common Shares and  Non-Voting  Common
Shares are hereafter collectively referred to as "Common Shares".

     A. Preferred Stock.

     Authorized but unissued  shares of Preferred  Stock may be issued from time
to time in one or more  series  or  classes.  The Board of  Directors  is hereby
authorized  to determine  and fix by  resolution  all rights,  preferences,  and
privileges and qualifications,  limitations and restrictions (including, without
limitation,  voting rights,  dividend rights,  redemption  features,  conversion
rights  or  protective  features,  and the  limitation  and  exclusion  thereof)
applicable  to any such  series or class of  Preferred  Stock and the  number of
shares constituting any such series or class and the designation  thereof,  and,
subject to the terms of any such series or class,  to increase or decrease  (but
not below the  number of shares of such  series or class then  outstanding)  the
number  of shares of any  series or class  subsequent  to the issue of shares of
that series or class then outstanding. In the event that the number of shares of
any series or class is so  decreased,  the shares  constituting  such  reduction
shall  resume the  status  which such  shares had prior to the  adoption  of the
resolution originally fixing the number of such series or class.

     B. Common Stock.

     The voting powers,  designations,  preferences and relative  participating,
optional or other special rights, and qualifications,  or restrictions  thereof,
of the Common Stock are as follows:

     1. Dividend  Rights.  Subject to the  preferential  rights of the Preferred
Shares, the Board of Directors of the Corporation may, in its discretion, out of
funds  legally  available  for the payment of dividends and at such times and in
such manner as determined  by the Board of Directors,  declare and pay dividends
on the Common Shares of the Corporation.

     No dividend  (other than a dividend  in capital  stock  ranking on a parity
with the Common Shares or cash in lieu of fractional shares with respect to such
stock dividend) shall be declared or paid on any share or shares of any class of
stock or series thereof ranking on a parity with the Common Shares in respect of
payment of  dividends  for any  dividend  period  unless  there  shall have been
declared,  for the same dividend  period,  like  proportionate  dividends on all
shares of Common Shares then outstanding.

     As and when  dividends  are  declared  or paid  thereon,  whether  in cash,
property or  securities  of the  Corporation,  the holders of the Voting  Common
Shares and of the Non-Voting Common Shares will be entitled to share ratably, on
a share for share basis, in such dividends,  provided, that (i) if dividends are
declared which are payable in Voting Common Shares or Non-Voting  Common Shares,
dividends will be declared which are payable at the same rate on both classes of
stock and the  dividends  payable  in Voting  Common  Shares  will be payable to
holders of such shares and the  dividends  payable in  Non-Voting  Common Shares
will be payable to holders of such shares and (ii) if the  dividends  consist of
other  voting  securities  of the  Corporation,  (a) the  Corporation  will make
available to each holder of Non-Voting  Common Shares, at such holder's request,
dividends  consisting of  non-voting  securities  of the  Corporation  which are
otherwise  identical to the voting  securities and which are convertible into or
exchangeable  for such  voting  securities  on the same terms as the  Non-Voting
Common Shares are convertible into Voting Common Shares.

     2. Rights on  Liquidation.  In the event of any  liquidation,  dissolution,
distribution of assets or winding up of the  Corporation,  whether  voluntary or
involuntary  (collectively,  a  "Liquidation"),  after  payment or provision for
payment of the debts and other  liabilities of the  Corporation  and the setting
aside for  payment of any  preferential  amount due to the  holders of any other
class  or  series  of stock  (including,  without  limitation,  the  holders  of
Preferred Shares), the holders of Common Shares (including,  without limitation,
the Voting Common Shares and the  Non-Voting  Common Shares) and any other class
of stock or series thereof ranking on a parity with the Common Shares in respect
of distributions on Liquidation  shall be entitled to receive ratably on a share
for share basis, any or all assets remaining to be paid or distributed.

     3. Voting  Rights.  Except as may be otherwise  required by law, all voting
rights  shall be vested in the Voting  Common  Shares and each  holder of Voting
Common Shares shall have one vote in respect of each Voting Common Share held by
such  holder  on  all  matters  to be  voted  upon  by the  stockholders  of the
Corporation.  The holders of the Non-Voting Shares will have no right to vote on
any matters to be voted on by the  stockholders  of the  Corporation;  provided,
that the holders of the Non-Voting Common Shares shall have the right to vote as
a  separate  class on any  matter  on which the  Non-Voting  Common  Shares  are
required to vote as a class pursuant to the General Corporation Law of the State
of Delaware.

     4. Conversion.

     A. Conversion of Non-Voting Common Shares.

     Any holder of Non-Voting Common Shares shall have the right, at its option,
at any  time and from  time to  time,  to  convert,  subject  to the  terms  and
provisions  of this Section 4A, any or all of such  holder's  Non-Voting  Common
Shares into an equal number of shares of fully paid and non-assessable shares of
Voting Common Shares as provided below; provided,  however, if the holder in any
such  conversion is subject to the Bank Holding  Company Act of 1956, as amended
(12  U.S.C.  ss.1841,  et.  seq.)  and the  regulations  promulgated  thereunder
(collectively  and  including any successor  provisions,  the "BHCA Act"),  such
conversion may be made only if:

          (i) the BHCA Act would not  prohibit  such  holder from  holding  such
shares of Voting Common Shares; and

          (ii) such  shares of Voting  Common  Shares to be  received  upon such
conversion  will be (A) distributed or sold in connection with any public equity
offering registered under the Securities Act of 1933, as amended,  and the rules
and regulations promulgated thereunder (the "1933 Act"), (B) distributed or sold
in a  "broker's  transaction"  (as  defined in Rule  144(g)  under the 1933 Act)
pursuant to Rule 144 under the 1933 Act or any similar  rule then in force,  (C)
distributed  or sold to a person or group (within the meaning of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")) of persons if, after such
distribution  or sale,  such  person  or  group of  persons  would  not,  in the
aggregate,  own,  control  or have the  right  to  acquire  more  than 2% of the
outstanding  securities of the  Corporation  entitled to vote on the election of
directors  of the  Corporation,  (D)  distributed  or sold to a person  or group
(within  the meaning of the 1934 Act) of persons  if,  prior to such sale,  such
person or group of persons  had  control of the  Corporation,  (E)  distributed,
sold,  or held in any other manner  permitted  under the BHCA,  including  after
giving effect to the amendment of the BHCA by the  Gramm-Leach-Bliley  Financial
Services Act;

provided,  further,  that if the holder converts any Non-Voting Common Shares as
provided  in  clauses  (i) and (ii)  above and any  distribution  or sale of the
Non-Voting  Common  Shares  fails to occur for any reason or such  holder is not
otherwise permitted to hold the Voting Common Shares into which such shares were
converted,  such holder may convert the Voting Common Shares into the Non-Voting
Common Shares  converted in anticipation  of such  distribution or sale or other
permitted holding.

     B. Conversion Procedure.

     (i)  Unless  otherwise  provided  herein,  each  conversion  of  shares  of
Non-Voting  Common Stock into shares of Voting  Common Stock will be effected by
the surrender of the  certificate or  certificates  representing  the Non-Voting
Common Shares to be converted at the principal  office of the Corporation at any
time during normal business hours,  together with a written notice by the holder
of such  Non-Voting  Common Shares  stating that such holder  desires to convert
such  Non-Voting  Common Shares,  or a stated number of such  Non-Voting  Common
Shares,  represented by such certificate(s) into shares of Voting Common Shares.
Unless otherwise  provided  herein,  each conversion will be deemed to have been
effected as of the close of  business  on the date on which such  certificate(s)
have been  surrendered  and such notice has been received,  and at such time the
rights of the holder of the converted  Non-Voting Common Shares, as such holder,
will cease and the  person or persons in whose name or names the  certificate(s)
for Voting Common Shares are to be issued upon such conversion will be deemed to
have  become  the  holder  or  holders  of record of the  Voting  Common  Shares
represented thereby.

     (ii)  Promptly  after the  surrender  of  certificates  and the  receipt of
written notice,  the  Corporation  will issue and deliver in accordance with the
surrendering  holder's instructions (a) the certificate(s) for the Voting Common
Shares  issuable upon such  conversion  and (b) a certificate  representing  any
Non-Voting Common Shares that was represented by the certificate(s) delivered to
the Corporation in connection with such conversion but that was not converted.

     (iii) The issuance of certificates for Voting Common Shares upon conversion
of Non-Voting  Common Shares will be made without  charge to the holders of such
shares for any issuance tax in respect thereof (other than any tax in connection
with the issuance of shares in a different  name) or other cost  incurred by the
Corporation  in  connection  with such  conversion  and the related  issuance of
Voting Common Shares.

     (iv) The  Corporation  will at all times reserve and keep  available out of
its  authorized  but unissued  Voting Common  Shares,  solely for the purpose of
issuance  upon the  conversion  of the  Non-Voting  Common Shares such number of
Voting  Common Shares as are issuable  upon the  conversion  of all  outstanding
Non-Voting  Common Shares.  All Common Shares which are so issuable  will,  when
issued,  be  duly  and  validly  issued,  fully  paid  and  nonassessable.   The
Corporation  will take all such  actions as may be  necessary to assure that all
such Common Shares may be so issued  without  violation of any applicable law or
governmental  regulation or any requirements of any domestic securities exchange
upon which Common Shares may be listed (except for official  notices of issuance
which will be immediately transmitted by the Corporation upon issuance).

     (v) The Corporation will not close its books against the transfer of Common
Shares in any manner which would  interfere  with the timely  conversion  of any
Non-Voting Common Shares.

     5. Stock Splits.  If the  Corporation in any manner  subdivides or combines
the outstanding  shares of one class of Common Shares, the outstanding shares of
the other class of Common Shares will be proportionately  subdivided or combined
in a similar manner.

     6.  Notices.  All notices  referred to in this  Article  FOURTH shall be in
writing,  shall be  delivered  personally,  by facsimile or by first class mail,
postage  prepaid,  and shall be deemed to have been given when so  delivered  or
mailed to the Corporation at its principal office and to any stockholder at such
holder's address as it appears in the stock records of the Corporation.

     7.  Amendment  and  Waiver.  No  amendment  or waiver of any  provision  of
paragraph 4 of this  Article  FOURTH or of this  paragraph 7 shall be  effective
without  the prior  approval  of both the  holders of a  majority  of the Voting
Common Shares then outstanding, voting as a separate class, and the holders of a
majority of the Non-Voting Common Shares then outstanding,  voting as a separate
class.

     FIFTH: The business of the Corporation shall be managed under the direction
of the Board of  Directors  except as  otherwise  provided by law. The number of
Directors  of the  Corporation  shall be fixed  from  time to time by, or in the
manner  provided in, the By-Laws.  Election of Directors  need not be by written
ballot unless the By-Laws of the Corporation shall so provide.

     SIXTH:  The Board of Directors may make, alter or repeal the By-Laws of the
Corporation  except  as  otherwise  provided  in  the  By-Laws  adopted  by  the
Corporation's stockholders.

     SEVENTH:  The Directors of the Corporation shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the General  Corporation Law of the State of Delaware as from time to time
in effect.

     1. A Director  of the  Corporation  shall under no  circumstances  have any
personal  liability to the Corporation or its  stockholders for monetary damages
for breach of fiduciary duty as a Director except for those breaches and acts or
omissions  with  respect to which the  General  Corporation  Law of the State of
Delaware,  as from time to time amended,  expressly provides that this provision
shall not eliminate or limit such personal  liability of Directors.  Neither the
modification  or repeal of this paragraph 1 of Article SEVENTH nor any amendment
to said General Corporation Law that does not have retroactive application shall
limit the right of Directors  hereunder to exculpation  from personal  liability
for any act or  omission  occurring  prior to such  amendment,  modification  or
repeal.

     2. The  Corporation  shall  indemnify  each  Director  and  Officer  of the
Corporation to the fullest extent  permitted by applicable law, except as may be
otherwise provided in the Corporation's  By-Laws,  and in furtherance hereof the
Board of Directors is expressly  authorized to amend the  Corporation's  By-Laws
from time to time to give full  effect  hereto,  notwithstanding  possible  self
interest of the Directors in the action being taken. Neither the modification or
repeal of this  paragraph 2 of Article  SEVENTH nor any amendment to the General
Corporation  Law of the  State  of  Delaware  that  does  not  have  retroactive
application  shall limit the right of Directors and Officers to  indemnification
hereunder  with  respect  to  any  act  or  omission  occurring  prior  to  such
modification, amendment or repeal.

     EIGHTH:  The  Corporation  reserves  the right to amend,  alter,  change or
repeal any  provision  contained in this  Certificate  of  Incorporation  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.



<PAGE>


     IN WITNESS WHEREOF, said Outsourcing Solutions Inc. has caused this Amended
and Restated  Certificate of Incorporation  of Outsourcing  Solutions Inc. to be
executed by its officer  thereunto  duly  authorized  this 7th day of  December,
1999.

                                    OUTSOURCING SOLUTIONS INC.

                                    By: /s/ Eric R. Fencl
                                        ---------------------------------------
                                        Name: Eric R. Fencl
                                        Title: Vice President & General Counsel




<PAGE>


                            CERTIFICATE OF AMENDMENT

                                     TO THE

            FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           OUTSOURCING SOLUTIONS INC.


     OUTSOURCING  SOLUTIONS INC., a corporation organized and existing under and
by virtue of the General  Corporation Law of the State of Delaware  (hereinafter
the "Corporation"), DOES HEREBY CERTIFY THAT:

     1.  The   Corporation's   Fourth   Amended  and  Restated   Certificate  of
Incorporation  was filed with the Secretary of State of the State of Delaware on
December 10, 1999.

     2. On March 30,  2001,  the Board of  Directors  of the  Corporation,  duly
adopted  resolutions setting forth proposed amendments to the Fourth Amended and
Restated Certificate of Incorporation, declaring said amendments to be advisable
and  in  the  best  interests  of  the  Corporation  and  its  stockholders  and
authorizing  the  appropriate  officers  to  solicit  written  consents  of  the
stockholders  of the  Corporation in accordance  with Section 228 of the General
Corporation  Law of the State of Delaware.  The  resolutions  setting  forth the
proposed  amendments are attached hereto as Exhibit A and incorporated herein by
reference.

     3.  Thereafter,  pursuant to the resolutions of the Board of Directors,  in
lieu of a meeting and vote of holders of the Corporation's  common and preferred
stock,  stockholders  holding a majority of the issued and outstanding shares of
common stock of the Corporation adopted the amendments set forth in Exhibit A.

     4. Said  amendments  were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF,  Outsourcing Solutions Inc. has caused this Certificate
of Amendment to be signed and attested by its duly authorized officer, this 16th
day of April, 2001.

                                        OUTSOURCING SOLUTIONS INC.

                                        By: /s/ Eric R. Fencl
                                            ----------------------------------
                                            Name: Eric R. Fencl
                                            Title: Secretary



<PAGE>


                                    EXHIBIT A

                      RESOLUTIONS OF THE BOARD OF DIRECTORS

                          OF OUTSOURCING SOLUTIONS INC.

     1.  RESOLVED,  that the  Preamble  of ARTICLE  FOURTH to the  Corporation's
Fourth Amended and Restated Certificate of Incorporation be amended and restated
to read as follows:

     "FOURTH:  The total number of shares which the  Corporation  shall have the
authority to issue is  23,200,000  shares of capital  stock as follows:  300,000
shares of Preferred Stock, no par value (the "Preferred Stock"),  900,000 shares
of Senior Common Stock,  par value $.01 per share (the "Senior  Common  Stock"),
20,000,000  shares of Voting Common Stock, par value $.01 per share (the "Voting
Common  Stock") and  2,000,000  shares of Non-Voting  Stock,  par value $.01 per
share (the "Non-Voting Common Stock", and together with the Voting Common Stock,
the "Common Stock"). Each share of Preferred Stock is hereafter referred to as a
"Preferred  Share" and collectively as "Preferred  Shares." Each share of Senior
Common  Stock  is  hereafter   referred  to  as  a  "Senior  Common  Share"  and
collectively  as "Senior Common Shares." Each Senior Common Share and each share
of Voting Common Stock is hereafter  referred to as a "Voting  Common Share" and
collectively as "Voting Common Shares." Each share of Non-Voting Common Stock is
hereafter  referred  to as a  "Non-Voting  Common  Share"  and  collectively  as
"Non-Voting  Common  Shares." The Voting  Common  Shares and  Non-Voting  Common
Shares are hereafter collectively referred to as "Common Shares "."

     2. RESOLVED,  that ARTICLE FOURTH,  Paragraph B to the Corporation's Fourth
Amended and Restated  Certificate  of  Incorporation  be amended and restated to
read as follows:

     "B. Senior Common Stock and Common Stock.

     Except as otherwise  provided in this paragraph B or as otherwise  required
by applicable  law, all shares of Senior  Common Stock,  Voting Common Stock and
Non-Voting Common Stock shall be identical in all respects and shall entitle the
holders  thereof  to the  same  voting  powers,  designations,  preferences  and
relative participating, optional or other special rights, and qualifications, or
restrictions thereof, as set forth herein:

     3. Dividend  Rights.  Subject to the  preferential  rights of the Preferred
Shares, the Board of Directors of the Corporation may, in its discretion, out of
funds  legally  available  for the payment of dividends and at such times and in
such manner as determined  by the Board of Directors,  declare and pay dividends
on the Common Shares of the  Corporation.  No dividend (other than a dividend in
capital  stock ranking on a parity with the Common Shares and or cash in lieu of
fractional shares with respect to such stock dividend) shall be declared or paid
on any share or shares of any  class of stock or  series  thereof  ranking  on a
parity  with the  Common  Shares in respect  of  payment  of  dividends  for any
dividend  period  unless there shall have been  declared,  for the same dividend
period,  like  proportionate  dividends  on all shares of Senior  Common  Stock,
Voting Common Stock and Non-Voting Common Stock then outstanding.

     As and when  dividends  are  declared  or paid  thereon,  whether  in cash,
property or securities of the Corporation, the holders of the Common Shares will
be entitled to share  ratably,  on a share for share basis,  in such  dividends,
provided,  that (i) if  dividends  are  declared  which are payable in shares of
Senior Common Stock,  Voting Common Stock or Non-Voting Common Stock,  dividends
will be  declared  which are  payable  at the same rate on all three  classes of
stock and the dividends payable in shares of Senior Common Stock will be payable
to holders of such  shares,  the  dividends  payable in shares of Voting  Common
Stock will be payable to  holders of such  shares and the  dividends  payable in
shares of Non-Voting  Common Stock will be payable to holders of such shares and
(ii) if the dividends consist of other voting securities of the Corporation, the
Corporation  will make  available to each holder of shares of Non-Voting  Common
Stock, at such holder's request,  dividends consisting of non-voting  securities
of the Corporation  which are otherwise  identical to the voting  securities and
which are  convertible  into or exchangeable  for such voting  securities on the
same terms as the shares of Non-Voting  Common Stock are convertible into shares
of Voting Common Stock.

     4. Rights on Liquidation.


          1. Senior Common Stock. In the event of the  liquidation,  dissolution
or winding-up  of the  Corporation,  whether  voluntary or  involuntary  (each a
"Liquidation"),  each  holder of a Senior  Common  Share  shall be  entitled  to
receive with respect to such Senior Common  Share,  before any  distribution  is
made to or set aside for the  holders  of Common  Stock (or any other  shares of
capital stock of the Corporation,  other than the Preferred Shares),  payable in
cash or, if the amount of cash available to the Corporation is insufficient, out
of the other assets of the  Corporation,  whether such assets are stated capital
or surplus of any nature,  an amount  equal to the Original  Purchase  Price (as
defined below) per Senior Common Share (the  "Liquidation  Preference").  If the
assets of the Corporation available for distribution to holders of Senior Common
Stock shall be insufficient to permit the payment in full of the amount due such
holders  pursuant  to this  paragraph  B(2)(A),  all  assets of the  Corporation
available for  distribution  to such holders shall be distributed pro rata among
such  holders.  The fair market value of any assets of the  Corporation  and the
proportion  of cash and  other  assets  distributed  by the  Corporation  to the
holders of Senior Common Stock shall be reasonably determined in good faith by a
vote of the Board of  Directors of the  Corporation.  Except as provided in this
paragraph,  the  holders of Senior  Common  Shares  shall not be entitled to any
distribution in the event of a Liquidation.  For the purposes of this paragraph,
the consolidation or merger of the Corporation into or with another corporation,
or the  sale  of all or  substantially  all  of the  assets  of the  Corporation
(determined on a consolidated  basis) to another corporation or any other entity
shall be deemed a  liquidation,  dissolution or winding-up of the affairs of the
Corporation;  provided, however, that the foregoing provision shall not apply to
any  merger in which  (i) the  Corporation  is the  surviving  entity,  (ii) the
holders of the  Corporation's  outstanding  capital stock  possessing the voting
power to elect a majority of the  Corporation's  board of directors  immediately
prior to the merger continue to own the Corporation's  outstanding capital stock
possessing  the voting power to elect a majority of the  Corporation's  board of
directors  immediately after the merger and (iii) the surviving entity expressly
acknowledges  and agrees that it shall assume the obligations of the Corporation
under this  Certificate  of Amendment.  Notwithstanding  anything  herein to the
contrary,  the Senior Common Stock ranks junior in all respects to the Preferred
Shares, and no dividend distributions or distributions upon Liquidation shall be
made with  respect  to the Senior  Common  Stock  unless and until all  dividend
distributions and  distributions  upon Liquidation with respect to the Preferred
Shares,  have been made in full.  The Senior  Common Stock will,  however,  rank
senior to all other  capital stock of the  Corporation  other than the Preferred
Shares.

     For purposes of this paragraph B(2)(A) and paragraph B(4) below,  "Original
Purchase  Price" means $49.00 per share or $51.00 per share, as the case may be,
of Senior  Common Stock paid by the  purchasers  pursuant to that certain  Stock
Subscription  Agreement,  dated  April 3,  2001,  by and among the  Corporation,
Gryphon  Partners II,  L.P.,  Gryphon  Partners  II-A,  L.P. and the  additional
purchasers  named  therein (as adjusted for any stock  dividends,  combinations,
stock splits, recapitalizations, or the like with respect to such shares).

          2. Common  Stock.  In the event of any  Liquidation,  after payment or
provision for payment of the debts and other  liabilities of the Corporation and
the setting aside for payment of any  preferential  amount due to the holders of
any other class or series of stock (including,  without limitation,  the holders
of  Preferred  Shares and Senior  Common  Shares),  the holders of Common  Stock
(including,  without  limitation,  the Voting  Common  Stock and the  Non-Voting
Common Stock) and any other class of stock or series thereof ranking on a parity
with the Common  Stock in  respect  of  distributions  on  Liquidation  shall be
entitled  to  receive  ratably  on a share for share  basis,  any or all  assets
remaining to be paid or distributed.

     5. Voting  Rights.  Except as may be otherwise  required by law, all voting
rights  shall be vested in the Voting  Common  Shares and each  holder of Voting
Common Shares shall have one vote in respect of each Voting Common Share held by
such  holder  on  all  matters  to be  voted  upon  by the  stockholders  of the
Corporation.  The holders of the Non-Voting Shares will have no right to vote on
any matters to be voted on by the  stockholders  of the  Corporation;  provided,
that the holders of the Non-Voting Common Shares shall have the right to vote as
a  separate  class on any  matter  on which the  Non-Voting  Common  Shares  are
required to vote as a class pursuant to the General Corporation Law of the State
of Delaware.

     6. Conversion of Senior Common Stock.

          1. Conversion Rights.

               (1)  Optional  Conversion.  Each holder of Senior  Common  Shares
shall  have the  right,  at any time and at the  option of the such  holder,  to
convert any of such  holder's  Senior  Common  Shares into a number of shares of
Voting Common Stock (the  "Conversion  Stock") equal to (a) the number of Senior
Common  Shares  to be  converted  multiplied  by  the  Original  Purchase  Price
applicable  for such Senior Common Shares,  divided by (b) the Conversion  Price
(as defined below).

               (2)  Mandatory  Conversion.  Upon  consummation  of  the  initial
underwritten  public  offering,  registered under the Securities Act of 1933, of
Common Stock of the Corporation  having an aggregate  offering value of at least
$50 million (the  "Initial  Public  Offering"),  each Senior  Common Share shall
automatically  convert into a number of shares of Conversion  Stock equal to (a)
the number of Senior  Common  Shares to be converted  multiplied by the Original
Purchase  Price  applicable  for such Senior Common  Shares,  divided by (b) the
Conversion Price.  Except as otherwise provided herein, the conversion of Senior
Common Stock shall be deemed to have been  effected at the time of  consummation
of the Initial Public Offering.

          2. Conversion Price.

               (1) The initial  conversion price shall be the Original  Purchase
Price  applicable  for such Senior Common Shares (the  "Conversion  Price").  In
order to prevent  dilution of the  conversion  rights  granted  under  paragraph
B(4)(A),  the Conversion  Price shall be subject to adjustment from time to time
until on or before April 3, 2004 pursuant to this paragraph B(4)(B) and shall be
subject to  adjustment  for any stock  dividends,  combinations,  stock  splits,
recapitalizations, or the like with respect to the Senior Common Shares.

               (2) If and whenever on April 3, 2001 or during the period between
such date and April 3, 2004, the  Corporation  issues or sells, or in accordance
with  paragraph  B(4)(C) is deemed to have issued or sold,  Common  Stock,  in a
transaction involving the issuance of Common Stock or a Convertible Security (as
defined below) (a "Common Stock Financing Transaction"), for no consideration or
for a  consideration  per  share  less  than  the  Conversion  Price  in  effect
immediately  prior to such  time,  then  forthwith  upon such  issue or sale the
Conversion Price shall be reduced to the lowest net price per share at which any
such  share of Common  Stock  has been  issued or sold or is deemed to have been
issued or sold; provided,  however, that notwithstanding  anything herein to the
contrary,  under no event or circumstance  shall the Conversion Price be reduced
hereunder  to a per share  price  less than  $37.47 (as  adjusted  for any stock
dividends, combinations, stock splits, recapitalizations, or the like).

          3.  Effect on  Conversion  Price of Certain  Events.  For  purposes of
determining the adjusted Conversion Price under paragraph B(4)(B), the following
shall be applicable:

               (1) Issuance of Convertible Securities. If the Corporation in any
manner  issues  or  sells  any  stock or other  securities  convertible  into or
exchangeable  for  Common  Stock  (such  convertible  or  exchangeable  stock or
securities  being  herein  called  "Convertible  Securities")  in a Common Stock
Financing  Transaction and the price per share for which any one share of Common
Stock  is  issuable  upon  conversion  or  exchange  thereof  is less  than  the
Conversion Price in effect  immediately prior to the time of such issue or sale,
then such share of Common  Stock shall be deemed to have been issued and sold by
the  Corporation  at the  time of the  issuance  or  sale  of  such  Convertible
Securities  for such price per share.  No further  adjustment of the  Conversion
Price shall be made upon the actual issue of such Common  Stock upon  conversion
or exchange of any Convertible Security.


               (2) Change in Conversion  Rate. If the  additional  consideration
(if any)  payable  upon the issue,  conversion  or exchange  of any  Convertible
Security,  or the rate at which any Convertible  Security is convertible into or
exchangeable  for Common  Stock  changes at any time,  the  Conversion  Price in
effect at the time of such change shall be  readjusted to the  Conversion  Price
which  would  have been in effect  at such  time had such  Convertible  Security
originally provided for such changed purchase price, additional consideration or
changed  conversion  rate,  as the case may be, at the time  initially  granted,
issued or sold;  provided that if such adjustment would result in an increase of
the  Conversion  Price then in effect,  such  adjustment  shall not increase the
Conversion Price higher than the Conversion Price in effect immediately prior to
the issuance of such Convertible Security.

               (3) Treatment of  Unexercised  Convertible  Securities.  Upon the
termination of any right to convert or exchange any Convertible Security without
the exercise of any such right,  the Conversion  Price then in effect  hereunder
shall be adjusted to the Conversion Price which would have been in effect at the
time  of  such  termination  had  such  Convertible   Security,  to  the  extent
outstanding  immediately  prior to such  expiration or  termination,  never been
issued.

               (4) Calculation of Consideration Received. If any Common Stock or
Convertible Security is issued or sold or deemed to have been issued or sold for
cash, the  consideration  received therefor shall be deemed to be the net amount
received  by  the  Corporation   therefor  plus,  in  the  case  of  Convertible
Securities, the minimum amount to be paid to the Corporation upon the conversion
or exercise  thereof.  In case any Common Stock or  Convertible  Securities  are
issued  or  sold  for a  consideration  other  than  cash,  the  amount  of  the
consideration  other than cash  received  by the  Corporation  shall be the fair
value  of such  consideration,  except  where  such  consideration  consists  of
securities,   in  which  case  the  amount  of  consideration  received  by  the
Corporation  shall be the fair  value of the  securities  as  determined  by the
Corporation's board of directors in its reasonable good faith judgment as of the
date of receipt.  If any Common Stock or  Convertible  Security is issued to the
owners of the  non-surviving  entity in connection  with any merger in which the
Corporation is the surviving  corporation,  the amount of consideration therefor
shall be deemed  to be the fair  value of such  portion  of the net  assets  and
business of the non-surviving  entity as is attributable to such Common Stock or
Convertible Securities,  as the case may be. The fair value of any consideration
other than cash and securities  shall be determined  jointly by the  Corporation
and the holders of a majority of the  outstanding  Senior Common Stock.  If such
parties are unable to reach  agreement  within a reasonable  period of time, the
fair value of such consideration  shall be determined by the Corporation's board
of directors in its reasonable good faith judgment.

               (5)  Treasury  Shares.  The  number of  shares  of  Common  Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Corporation or any of its  subsidiaries,  and the disposition
of any  shares so owned or held shall be  considered  an issue or sale of Common
Stock.

               (6) Record Date. If the Corporation takes a record of the holders
of Common Stock for the purpose of  entitling  them (a) to receive a dividend or
other distribution  payable in Common Stock or in Convertible  Securities or (b)
to subscribe for or purchase Common Stock or Convertible  Securities,  then such
record date shall be deemed to be the date of the issue or sale of the shares of
Common  Stock  deemed to have been issued or sold upon the  declaration  of such
dividend  or upon  the  making  of such  other  distribution  or the date of the
granting of such right of subscription or purchase, as the case may be.

               (7) Certain Issuances. Notwithstanding the foregoing, there shall
be no adjustment to the  Conversion  Price under  paragraph B(4) with respect to
(a) the  issuance of Common Stock (or options to purchase  Common  Stock) to the
Corporation's  or  its  affiliates'  current  or  former  employees,   officers,
directors or consultants  pursuant to  compensatory  options or purchase  rights
which have been  granted or are granted in the future,  (b)  warrants  issued to
underwriters  in  connection  with  a  public  offering   registered  under  the
Securities  Act  of  1933,  (c)  the  issuance  of  Common  Stock  (or  warrants
exercisable  into  Common  Stock)  to  financial   institutions  or  lessors  in
connection with the bona fide incurrence of indebtedness,  equipment  financings
or similar transactions, (d) the issuance of Common Stock to strategic investors
or in connection with acquisitions or corporate partnering transactions, (e) the
issuance of Common Stock as a dividend or  distribution  on Preferred  Shares or
Senior Common Shares, (f) the issuance of shares of Common Stock upon conversion
of the Preferred  Shares,  Senior Common Shares and Non-Voting  Common Shares in
accordance  with their  respective  terms,  (g) the issuance of shares of Common
Stock or other shares of the  Corporation's  capital  stock upon  conversion  or
exercise of any outstanding warrants,  options or other convertible  instruments
or (h) the issuance of shares of Senior  Common  Stock,  Voting  Common Stock or
Non-Voting  Common  Stock  issued  in  connection  with a stock  split  or stock
dividend  effected in accordance with this Article  Fourth,  paragraphs B(1) and
B(6).

          4. Conversion Terms.

               (1) At the time any such conversion has been effected pursuant to
paragraph  B(4)(A),  the  rights  of the  holder  of the  Senior  Common  Shares
converted  shall  cease and the  person or  persons  in whose  name or names any
certificate or certificates for shares of Conversion Stock are to be issued upon
such  conversion  shall be deemed to have become the holder or holders of record
of the shares of Conversion Stock represented thereby.

               (2) As soon as  possible  after a  conversion  has been  effected
pursuant to paragraph  B(4)(A),  the Corporation shall deliver to the converting
holder, or in accordance with such holder's written instructions,  a certificate
or certificates  representing  the number of shares of Conversion Stock issuable
by reason of such  conversion  in such  name or names and such  denomination  or
denominations  as the converting  holder has specified.  The Corporation may, at
its option, pay cash in lieu of issuing fractional shares of Voting Common Stock
in  connection  with a  conversion  effected  hereunder  provided  that no other
fractional  shares  of  Common  Stock  are  outstanding  at  the  time  of  such
conversion.

               (3) The issuance of certificates  for shares of Conversion  Stock
upon  conversion  of Senior  Common  Stock shall be made  without  charge to the
holders  of such  Senior  Common  Stock  for any  issuance  tax  (other  than in
connection  with a transfer into a different  name) in respect  thereof or other
cost incurred by the  Corporation  in connection  with such  conversion  and the
related issuance of shares of Conversion  Stock.  Upon conversion of each Senior
Common Share,  the  Corporation  shall take all such actions as are necessary in
order  to  insure  that the  Conversion  Stock  issuable  with  respect  to such
conversion shall be validly issued, fully paid and nonassessable.

               (4) The  Corporation  shall  not  close  its  books  against  the
transfer of Senior Common Stock or of  Conversion  Stock issued or issuable upon
conversion of Senior Common Stock in any manner which interferes with the timely
conversion of Senior Common Stock.

               (5) The Corporation  will at all times reserve and keep available
out of its authorized but unissued  Conversion Stock,  solely for the purpose of
issuance  upon the  conversion of the Senior Common Shares such number of shares
of  Conversion  Stock as are issuable  upon the  conversion  of all  outstanding
Senior Common Shares. All shares of Conversion Stock which are so issuable will,
when  issued,  be duly and validly  issued,  fully paid and  nonassessable.  The
Corporation  will take all such  actions as may be  necessary to assure that all
such  shares  of  Conversion  Stock may be so issued  without  violation  of any
applicable law or  governmental  regulation or any  requirements of any domestic
securities  exchange upon which shares of Conversion Stock may be listed (except
for official  notices of issuance which will be  immediately  transmitted by the
Corporation upon issuance).

     7. Conversion of Non-Voting Common Shares.

          1. Conversion of Rights.

     Any holder of Non-Voting Common Shares shall have the right, at its option,
at any  time and from  time to  time,  to  convert,  subject  to the  terms  and
provisions of this paragraph 5(A), any or all of such holder's Non-Voting Common
Shares into an equal number of shares of fully paid and non-assessable shares of
Voting Common Stock as provided below;  provided,  however, if the holder in any
such  conversion is subject to the Bank Holding  Company Act of 1956, as amended
(12  U.S.C.  ss.1841,  et.  seq.)  and the  regulations  promulgated  thereunder
(collectively  and  including any successor  provisions,  the "BHCA Act"),  such
conversion may be made only if:

               (1) the BHCA Act would not prohibit such holder from holding such
shares of Voting Common Stock; and

               (2) such shares of Voting  Common Stock to be received  upon such
conversion  will be (A) distributed or sold in connection with any public equity
offering registered under the Securities Act of 1933, as amended,  and the rules
and regulations promulgated thereunder (the "1933 Act"), (B) distributed or sold
in a  "broker's  transaction"  (as  defined in Rule  144(g)  under the 1933 Act)
pursuant to Rule 144 under the 1933 Act or any similar  rule then in force,  (C)
distributed  or sold to a person or group (within the meaning of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")) of persons if, after such
distribution  or sale,  such  person  or  group of  persons  would  not,  in the
aggregate,  own,  control  or have the  right  to  acquire  more  than 2% of the
outstanding  securities of the  Corporation  entitled to vote on the election of
directors  of the  Corporation,  (D)  distributed  or sold to a person  or group
(within  the meaning of the 1934 Act) of persons  if,  prior to such sale,  such
person or group of persons  had  control of the  Corporation,  (E)  distributed,
sold,  or held in any other manner  permitted  under the BHCA,  including  after
giving effect to the amendment of the BHCA by the  Gramm-Leach-Bliley  Financial
Services Act;  provided,  further,  that if the holder  converts any  Non-Voting
Common Shares as provided in clauses (i) and (ii) above and any  distribution or
sale of the  Non-Voting  Common  Shares  fails to occur  for any  reason or such
holder is not  otherwise  permitted  to hold the Voting  Common Stock into which
such shares were converted, such holder may convert the Voting Common Stock into
the Non-Voting  Common Shares converted in anticipation of such  distribution or
sale or other permitted holding.

          2. Conversion Procedure.

               (1) Unless otherwise  provided herein,  each conversion of shares
of  Non-Voting  Common Stock into shares of Voting Common Stock will be effected
by the surrender of the certificate or certificates  representing the Non-Voting
Common Shares to be converted at the principal  office of the Corporation at any
time during normal business hours,  together with a written notice by the holder
of such  Non-Voting  Common Shares  stating that such holder  desires to convert
such  Non-Voting  Common Shares,  or a stated number of such  Non-Voting  Common
Shares,  represented by such  certificate(s) into shares of Voting Common Stock.
Unless otherwise  provided  herein,  each conversion will be deemed to have been
effected as of the close of  business  on the date on which such  certificate(s)
have been  surrendered  and such notice has been received,  and at such time the
rights of the holder of the converted  Non-Voting Common Shares, as such holder,
will cease and the  person or persons in whose name or names the  certificate(s)
for Voting Common Stock are to be issued upon such  conversion will be deemed to
have  become  the  holder  or  holders  of  record of the  Voting  Common  Stock
represented thereby.

               (2) Promptly after the surrender of certificates  and the receipt
of written notice, the Corporation will issue and deliver in accordance with the
surrendering  holder's instructions (a) the certificate(s) for the Voting Common
Stock  issuable  upon such  conversion  and (b) a certificate  representing  any
Non-Voting Common Shares that was represented by the certificate(s) delivered to
the Corporation in connection with such conversion but that was not converted.

               (3) The  issuance of  certificates  for Voting  Common Stock upon
conversion  of  Non-Voting  Common  Shares  will be made  without  charge to the
holders of such shares for any issuance tax in respect  thereof  (other than any
tax in connection with the issuance of shares in a different name) or other cost
incurred by the  Corporation in connection  with such conversion and the related
issuance of Voting Common Stock.

               (4) The Corporation  will at all times reserve and keep available
out of its authorized but unissued  Voting Common Stock,  solely for the purpose
of issuance upon the conversion of the  Non-Voting  Common Shares such number of
Voting  Common  Stock as are issuable  upon the  conversion  of all  outstanding
Non-Voting  Common Shares.  All Common Shares which are so issuable  will,  when
issued,  be  duly  and  validly  issued,  fully  paid  and  nonassessable.   The
Corporation  will take all such  actions as may be  necessary to assure that all
such Common Shares may be so issued  without  violation of any applicable law or
governmental  regulation or any requirements of any domestic securities exchange
upon which Common Shares may be listed (except for official  notices of issuance
which will be immediately transmitted by the Corporation upon issuance).

               (5) The Corporation will not close its books against the transfer
of Common Shares in any manner which would interfere with the timely  conversion
of any Non-Voting Common Shares.

     8. Stock  Splits,  Etc.  If the  Corporation  in any manner  subdivides  or
combines the outstanding  shares of one class of Common Shares,  the outstanding
shares of the other class of Common Shares will be proportionately subdivided or
combined in a similar manner.

     9.  Notices.  All notices  referred to in this  Article  FOURTH shall be in
writing,  shall be  delivered  personally,  by facsimile or by first class mail,
postage  prepaid,  and shall be deemed to have been given when so  delivered  or
mailed to the Corporation at its principal office and to any stockholder at such
holder's address as it appears in the stock records of the Corporation.

     10. Amendment and Waiver. No amendment, waiver or change to or with respect
to any of the rights,  privileges,  preferences  or powers of the Senior  Common
Stock shall be effective without the prior approval of the holders of a majority
of the Senior Common Shares then  outstanding,  voting as a separate  class.  No
amendment or waiver of any provision of paragraph B(5) of this Article FOURTH or
of this paragraph  B(8)(ii) shall be effective without the prior approval of the
holders of a majority  of the shares of Voting  Common  Stock then  outstanding,
voting as a separate  class,  and the  holders  of a  majority  of the shares of
Non-Voting Common Stock then outstanding, voting as a separate class."



                                    * * * * *

<PAGE>


                    CERTIFICATE OF DESIGNATION OF THE POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                OPTIONAL AND OTHER SPECIAL RIGHTS OF CLASS A 14%
                 SENIOR MANDATORILY REDEEMABLE PREFERRED STOCK,
                  SERIES A, AND CLASS B 14% SENIOR MANDATORILY
            REDEEMABLE PREFERRED STOCK, SERIES A, AND QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS THEREOF


--------------------------------------------------------------------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

--------------------------------------------------------------------------------

          Outsourcing   Solutions  Inc.  (the   "Corporation"),   a  corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware,  does hereby  certify that,  pursuant to authority  conferred upon the
board  of  directors  of the  Corporation  (the  "Board  of  Directors")  by its
Certificate  of  Incorporation,  as  amended  (hereinafter  referred  to as  the
"Certificate of  Incorporation"),  and pursuant to the provisions of Section 151
of  the  General  Corporation  Law of the  State  of  Delaware,  said  Board  of
Directors,  by unanimous  written consent dated December 10, 1999, duly approved
and adopted the following resolution (the "Resolution"):

          RESOLVED,  that,  pursuant  to the  authority  vested  in the Board of
     Directors by its Certificate of Incorporation,  the Board of Directors does
     hereby  designate  and  authorize  50,000  shares  of  Class  A 14%  Senior
     Mandatorily  Redeemable  Preferred  Stock,  no par value,  of which  25,000
     shares  shall  be  designated  Class A 14%  Senior  Mandatorily  Redeemable
     Preferred Stock, Series A, no par value; and futher resolved that the Board
     of Directors does hereby designate and authorize  150,000 shares of Class B
     14% Senior Mandatorily  Redeemable  Preferred Stock, no par value, of which
     75,000  shares  shall  be  designated  as  Class B 14%  Senior  Mandatorily
     Redeemable  Preferred  Stock,  Series  A, no par  value,  each  having  the
     designations,  preferences,  relative,  participating,  optional  and other
     special rights and the qualifications, limitations and restrictions thereof
     that  are  set  forth  in the  Certificate  of  Incorporation  and in  this
     Resolution as follows:

          (a)  Designation.  There is hereby  created out of the  authorized and
unissued shares of Preferred Stock of the Corporation a class of Preferred Stock
designated as the "Class A 14% Senior Mandatorily  Redeemable  Preferred Stock."
The number of shares constituting such class shall be 50,000 and are referred to
herein as the "Class A Senior Preferred  Stock." 25,000 shares of Class A Senior
Preferred Stock,  designated as the "Class A 14% Senior  Mandatorily  Redeemable
Preferred Stock,  Series A," shall be initially issued.  There is hereby created
out of the authorized and unissued  shares of Preferred Stock of the Corporation
a class of Preferred  Stock  designated  as the "Class B 14% Senior  Mandatorily
Redeemable  Preferred Stock." The number of shares constituting such class shall
be 150,000 and are referred to herein as the "Class B Senior  Preferred  Stock."
75,000 shares of Class B Senior Preferred Stock,  designated as the "Class B 14%
Senior  Mandatorily  Redeemable  Preferred Stock,  Series A," shall be initially
issued.  The Class A Senior  Preferred  Stock  and the Class B Senior  Preferred
Stock are collectively  referred to herein as the "Senior  Preferred Stock." The
Corporation  may  issue  up to one  additional  series  of the  Class  A  Senior
Preferred Stock (designated as the "Class A 14% Mandatorily Redeemable Preferred
Stock,  Series  B") and one  additional  series of the Class B Senior  Preferred
Stock  (designated as the "Class B 14% Mandatorily  Redeemable  Preferred Stock,
Series B") pursuant to this Certificate of Designation  (without  complying with
paragraph (f)(ii)(A) hereof) solely to Holders of the Senior Preferred Stock, in
exchange for shares of the Class A 14% Senior Mandatorily  Redeemable  Preferred
Stock,  Series A, or the Class B 14%  Senior  Mandatorily  Redeemable  Preferred
Stock, Series A, as applicable,  as is necessary to comply with the registration
provisions of the Registration Rights Agreement.

          (b)  Rank. The Senior  Preferred Stock shall, with respect to dividend
distributions and distributions upon liquidation,  winding-up and dissolution of
the Corporation, rank (i) senior (to the extent set forth herein) to all classes
of Common Stock of the  Corporation and to each other class or series of Capital
Stock (including  Capital Stock issuable upon exercise of any options,  warrants
or  rights  to  purchase  Capital  Stock)  of  the  Corporation  now  authorized
(including the Junior Preferred  Stock) or hereafter  created the terms of which
do not  expressly  provide  that it ranks  senior to, or on a parity  with,  the
Senior  Preferred  Stock as to dividend  distributions  and  distributions  upon
liquidation,   winding-up  and  dissolution  of  the  Corporation  (collectively
referred to,  together with all classes of Common Stock of the  Corporation,  as
"Junior Securities"); (ii) on a parity with any class or series of Capital Stock
(including  Capital Stock  issuable  upon  exercise of any options,  warrants or
rights to purchase Capital Stock) of the Corporation hereafter created the terms
of which expressly  provide that such class or series will rank on a parity with
the Senior Preferred Stock as to dividend  distributions and distributions  upon
liquidation,  winding-up and  dissolution  (collectively  referred to as "Parity
Securities"), provided that any such Parity Securities that were not approved by
the Holders in accordance with paragraph (f)(ii)(A) hereof shall be deemed to be
Junior  Securities  and not Parity  Securities;  and (iii)  junior to each other
class or series of Capital Stock (including Capital Stock issuable upon exercise
of any options, warrants or rights to purchase Capital Stock) of the Corporation
hereafter created the terms of which expressly provide that such class or series
will rank senior to the Senior Preferred Stock as to dividend  distributions and
distributions  upon  liquidation,  winding-up and dissolution of the Corporation
(collectively referred to as "Senior Securities"), provided that any such Senior
Securities  that were not approved by the Holders in accordance  with  paragraph
(f)(ii)(B)  hereof  shall be  deemed  to be  Junior  Securities  and not  Senior
Securities.

          (c)  Dividends.

          (i)  From the Issue  Date, the  Holders of the  outstanding  shares of
     Senior  Preferred  Stock  shall be entitled  to  receive,  when,  as and if
     declared  by the  Board  of  Directors,  out  of  funds  legally  available
     therefor,  dividends on each share of Senior  Preferred Stock at a rate per
     annum  equal to 14% of the  Liquidation  Preference  per  share  of  Senior
     Preferred  Stock in effect from time to time.  All dividends  shall accrue,
     whether or not earned or  declared,  on a daily  basis from the Issue Date,
     shall be  cumulative  and shall be  payable  quarterly  in  arrears on each
     Dividend Payment Date,  commencing on the first Dividend Payment Date after
     the Issue Date. If any dividend  payable on any Dividend Payment Date on or
     prior to December  1, 2004 is not  declared or paid in full in cash on such
     Dividend  Payment  Date  then,  to the extent of  legally  available  funds
     therefor,  the  Liquidation  Preference of each share shall be increased on
     such  Dividend  Payment Date by an amount (the "Accrued  Dividend  Amount")
     equal to the product of (A) the amount  payable as  dividends on such share
     on such Dividend Payment Date that is not paid in cash divided by the total
     amount  payable as dividends on such share on such  Dividend  Payment Date,
     and (B)  one-quarter  (or, if the Issue Date was less than 90 days prior to
     the applicable  Dividend Payment Date, a fraction the numerator of which is
     the number of days elapsed from the Issue Date to the  applicable  Dividend
     Payment Date and the  denominator of which is 360) of the Accrued  Dividend
     Rate times the then  Liquidation  Preference.  The  amount of the  dividend
     otherwise  payable in cash that is so added to the  Liquidation  Preference
     shall be deemed for all  purposes to have been paid in full in cash,  shall
     not be deemed to be arrearages or in arrears and shall not  accumulate.  In
     the event that any  portion of the  Accrued  Dividend  Amount may not be so
     added  to the  Liquidation  Preference  because  of  the  lack  of  legally
     available  funds therefor (such portion,  the "Default  Dividends") and any
     portion of the  Accrued  Dividend  Amount  not so added to the  Liquidation
     Preference because of the lack of legally available funds therefor shall be
     accumulated  and payable in cash. Any Default  Dividends  shall  thereafter
     accrue  dividends at an annual rate equal to the Accrued Dividend Rate. All
     dividends  accumulating and accruing after December 1, 2004 must be paid in
     cash  (when,  as and if  declared  by the Board of  Directors  out of funds
     legally available therefor).  If, at any time, any Voting Rights Triggering
     Event  described in clause (1), (2) or (3) of paragraph  (f)(iii)(A)  shall
     have occurred,  the per annum dividend rate will be increased by (x) 2% per
     annum in the case of clause (1) or (2) of paragraph  (f)(iii)(A) during the
     continuance of any such Voting Rights Triggering Event and (y) 6% per annum
     in the case of clause (3) of paragraph (f)(iii)(A) beginning on the date of
     such  Change of Control;  provided,  that upon the  occurrence  of a Voting
     Rights Triggering Event described in clause (3)(x) of paragraph (f)(iii)(A)
     the Corporation  may, at its option,  offer to redeem the Senior  Preferred
     Stock pursuant to paragraph  (e)(i)(C)  within 30 days of the occurrence of
     such Change of Control,  in which case the dividend  rate will not increase
     by 6% per annum.  After the date on which the right of the Holders to elect
     and to be represented by members of the Board of Directors  ceases to exist
     in accordance with paragraph (f)(iii)(B),  the dividend rate will revert to
     the rate  originally  borne by the Senior  Preferred  Stock.  Each dividend
     shall be payable to the Holders of record as they appear on the stock books
     of the  Corporation on the Dividend Record Date  immediately  preceding the
     related  Dividend  Payment  Date.  Dividends  shall cease to accrue and, if
     applicable, accumulate in respect of the Senior Preferred Stock on the date
     of their  redemption  unless the  Corporation  shall have failed to pay the
     relevant  redemption  price on Senior Preferred Stock to be redeemed on the
     date fixed for redemption.

          (ii) All dividends paid with respect to shares of the Senior Preferred
     Stock  pursuant to  paragraph  (c)(i) shall be paid pro rata to the Holders
     entitled thereto.

          (iii)Dividends  accruing  after   December  1,  2004   on  the  Senior
     Preferred  Stock for any past  Dividend  Period and dividends in connection
     with any optional  redemption  pursuant to paragraph (e)(i) may be declared
     and paid at any time,  without  reference to any Dividend  Payment Date, to
     Holders of record on such date, not more than forty-five (45) days prior to
     the payment thereof, as may be fixed by the Board of Directors.

          (iv) (A) No  dividends  shall be declared by the Board of Directors or
     paid or set apart for payment by the  Corporation on any Parity  Securities
     for  any   period   unless   full   cumulative   dividends   have  been  or
     contemporaneously  are  declared  and paid in full,  or  declared  and,  if
     payable in cash, a sum in cash set apart  sufficient  for such payment,  on
     the Senior Preferred Stock for all Dividend Periods terminating on or prior
     to the  date of  payment  of such  dividends  on  such  Parity  Securities;
     provided,  that with respect to dividends  payable on the Senior  Preferred
     Stock on or prior to December 1, 2004, any such dividends that are added to
     the Liquidation  Preference pursuant to paragraph (c)(i) shall be deemed to
     have  already  been paid in full.  If any  dividends  are not so paid,  all
     dividends  declared upon shares of the Senior Preferred Stock and any other
     Parity  Securities  shall  be  declared  pro  rata so that  the  amount  of
     dividends  declared per share on the Senior Preferred Stock and such Parity
     Securities  shall in all  cases  bear to each  other  the same  ratio  that
     accrued  dividends per share on the Senior  Preferred Stock and such Parity
     Securities bear to each other.

          (B)  So long  as any share  of Senior Preferred Stock  is outstanding,
     the  Corporation  shall  not  declare,  pay or set apart  for  payment  any
     dividend on any of the Junior  Securities  (other than  dividends in Junior
     Securities to the holders of Junior  Securities,  including with respect to
     the Junior  Preferred  Stock),  or make any  payment on account  of, or set
     apart for  payment  money  for a sinking  or other  similar  fund for,  the
     purchase,  redemption or other retirement of, any of the Junior  Securities
     or any warrants,  rights,  calls or options  exercisable for or convertible
     into any of the Junior Securities whether in cash, obligations or shares of
     the  Corporation  or other  property  (other  than in  exchange  for Junior
     Securities  or pursuant to clause  (ii),  (vi),  (vii) or (ix) of paragraph
     (j)(ii)(B)),  and shall not permit any corporation or other entity directly
     or indirectly  controlled by the  Corporation  to purchase or redeem any of
     the Junior Securities or any such warrants, rights, calls or options (other
     than in exchange for Junior  Securities  or pursuant to clause (ii),  (vi),
     (vii) or (ix) of paragraph (j)(ii)(B)).

          (C)  So  long as   any  share   of  the   Senior Preferred  Stock   is
     outstanding, the Corporation shall not (except with respect to dividends as
     permitted by paragraph  (c)(iv)(A))  make any payment on account of, or set
     apart for  payment  money  for a sinking  or other  similar  fund for,  the
     purchase,  redemption or other retirement of, any of the Parity  Securities
     or any warrants,  rights,  calls or options  exercisable for or convertible
     into any of the Parity Securities whether in cash, obligations or shares of
     the Corporation or other property,  and shall not permit any corporation or
     other  entity  directly or  indirectly  controlled  by the  Corporation  to
     purchase  or redeem  any of the  Parity  Securities  or any such  warrants,
     rights,  calls or options unless full  cumulative  dividends  determined in
     accordance   herewith   on  the  Senior   Preferred   Stock  have  been  or
     contemporaneously  are  paid  in  full;  provided,  that  with  respect  to
     dividends  payable on the Senior Preferred Stock on or prior to December 1,
     2004,  any such  dividends  that are  added to the  Liquidation  Preference
     pursuant to  paragraph  (c)(i) shall be deemed to have already been paid in
     full.

          (v)  Dividends  payable on the Senior  Preferred  Stock for any period
     less than a year shall be computed on the basis of a 360-day year of twelve
     30-day  months and, for periods not involving a full  calendar  month,  the
     actual number of days elapsed (not to exceed 30 days).

          (d)  Liquidation Preference.

          (i)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
     dissolution or winding-up of the affairs of the Corporation, the Holders of
     shares of Senior Preferred Stock then  outstanding  shall be entitled to be
     paid out of the assets of the Corporation available for distribution to its
     stockholders an amount in cash equal to the Liquidation Preference for each
     share outstanding,  plus, without  duplication,  an amount in cash equal to
     accrued  and,  if  applicable,  accumulated  and unpaid  dividends  thereon
     (including,  without  limitation,  Default Dividends) to the date fixed for
     Liquidation,  dissolution  or  winding-up  (including  an amount equal to a
     prorated dividend for the period from the last Dividend Payment Date to the
     date  fixed  for  liquidation,   dissolution  or  winding  up)  before  any
     distribution  shall be made or any assets  distributed in respect of Junior
     Securities  to the  holders of any  Junior  Securities  including,  without
     limitation,  Common  Stock of the  Corporation.  If upon any  voluntary  or
     involuntary liquidation,  dissolution or winding-up of the Corporation, the
     amounts  available for payment with respect to the Senior  Preferred  Stock
     and all other  Parity  Securities  are not  sufficient  to pay the  Holders
     thereof,  the  Holders  of  the  Senior  Preferred  Stock  and  the  Parity
     Securities will share equally and ratably in any  distribution of assets of
     the  Corporation in proportion to the amounts that would be payable on such
     distribution  if the amounts to which the  Holders of the Senior  Preferred
     Stock and any Parity Securities are entitled were paid in full.

          (ii) For the  purposes  of  this  paragraph  (d),  neither  the  sale,
     conveyance,  exchange,  assignment or transfer (for cash,  shares of stock,
     securities  or  other  consideration)  of all or  substantially  all of the
     property or assets of the  Corporation nor the  consolidation  or merger of
     the  Corporation  with or into  one or more  entities  in  accordance  with
     paragraph  (j)(viii)  shall be deemed to be a  liquidation,  dissolution or
     winding-up of the affairs of the Corporation.

          (e)  Redemption.

          (i)  Optional  Redemption.  (A) The Corporation  may redeem the Senior
     Preferred Stock at its option, in whole at any time or in part from time to
     time, from any source of funds legally  available  therefor,  in the manner
     provided for in paragraph (e)(iii) hereof, at the redemption prices in cash
     (expressed as a percentage of the  Liquidation  Preference) set forth below
     for  each of the  Class A Senior  Preferred  Stock  and the  Class B Senior
     Preferred Stock, plus, without duplication,  an amount in cash equal to all
     accrued and, if applicable,  accumulated and unpaid dividends (including an
     amount  in cash  equal  to a  prorated  dividend  for the  period  from the
     Dividend  Payment  Date  immediately  prior to the  Redemption  Date to the
     Redemption  Date) if  redeemed  during the  12-month  period  beginning  on
     December 15 of each year listed below (unless otherwise specified):

          Class A Senior Preferred Stock
          ------------------------------
     1999 through June 15, 2001...........................................110.0%
     June 16, 2001 through December 14, 2003..............................114.0%
     2003.................................................................107.0%
     2004.................................................................103.5%
     2005 and thereafter..................................................100.0%

          Class B Senior Preferred Stock
          ------------------------------
     1999 and thereafter..................................................100.0%

     ; provided  that (I) no  redemption  pursuant to this  paragraph  (e)(i)(A)
     shall be  authorized  or made unless  prior  thereto  full  accrued and, if
     applicable, accumulated and unpaid dividends are declared and paid in full,
     or declared and a sum in cash is set apart sufficient for such payment,  on
     the Senior Preferred Stock for all Dividend Periods terminating on or prior
     to the  Redemption  Date,  (II) any  redemption  pursuant to this paragraph
     (e)(i)(A)  must be made pro rata among the Class A Senior  Preferred  Stock
     and the Class B Senior  Preferred  Stock  outstanding at such time,  except
     that the  Corporation  may redeem such shares held by Holders of fewer than
     ten shares (or shares  held by Holders  who would hold less than ten shares
     as a result of such  redemption),  as may be determined by the Corporation,
     and (III) any redemption  pursuant to this paragraph  (e)(i)(A) must be for
     at least $15.0 million; provided, that if less than $15.0 million of Senior
     Preferred  Stock  is  outstanding  at the  time  of such  redemption,  such
     redemption  pursuant  to this  paragraph  (e)(i)(A)  must be for all of the
     outstanding Senior Preferred Stock.

          (B)  [Intentionally Omitted].

          (C)  In addition  to  the  foregoing  paragraph  (e)(i)(A),  upon  the
     occurrence  of a Change of  Control,  the  Corporation  may, at its option,
     offer to  redeem  all but not less  than all of the  outstanding  shares of
     Senior Preferred  Stock,  upon not less than 30 nor more than 60 days prior
     notice  (but in no event may any such  redemption  occur more than 120 days
     after the  occurrence of the Change of Control),  such offer to remain open
     for not less than 30 days,  mailed  by  first-class  mail to each  Holder's
     registered  address, at a redemption price equal to 100% of the Liquidation
     Preference thereof,  plus, without duplication,  an amount in cash equal to
     all accumulated and unpaid dividends  (including an amount in cash equal to
     a  prorated  dividend  for  the  period  from  the  Dividend  Payment  Date
     immediately prior to the Redemption Date to the Redemption Date); provided,
     that no redemption pursuant to this paragraph (e)(i)(C) shall be authorized
     or made unless prior  thereto full  accumulated  and unpaid  dividends  are
     declared  and  paid in full,  or  declared  and a sum in cash is set  apart
     sufficient for such payment, on the Senior Preferred Stock for all Dividend
     Periods terminating on or prior to the Redemption Date.

          (D)  In the  event of a  redemption  pursuant  to paragraph  (e)(i)(A)
     hereof of only a portion of the then outstanding shares of Senior Preferred
     Stock,  the  Corporation  shall effect such  redemption on a pro rata basis
     according  to the number of shares held by each Holder of Senior  Preferred
     Stock,  except that the  Corporation may redeem such shares held by Holders
     of fewer than ten shares  (or  shares  held by Holders  who would hold less
     than ten shares as a result of such  redemption),  as may be  determined by
     the Corporation.

          (ii)  Mandatory  Redemption.  On  December  10,  2007 (the  "Mandatory
     Redemption  Date"),  the Corporation  shall redeem,  to the extent of funds
     legally  available  therefor,  in the  manner  provided  for  in  paragraph
     (e)(iii)  hereof,  all  of  the  shares  of  Senior  Preferred  Stock  then
     outstanding  at a  redemption  price  equal  to  100%  of  the  Liquidation
     Preference per share, plus, without duplication, an amount in cash equal to
     all accumulated and unpaid dividends per share (including an amount in cash
     equal to a prorated  dividend for the period from the Dividend Payment Date
     immediately prior to the Redemption Date to the Redemption Date).

          (iii)  Procedures  for  Redemption.  (A) At least 30 days and not more
     than 60 days  prior to the date  fixed  for any  redemption  of the  Senior
     Preferred Stock, written notice (the "Redemption Notice") shall be given by
     first-class mail,  postage prepaid,  to each Holder of record on the record
     date  fixed  for such  redemption  of the  Senior  Preferred  Stock at such
     Holder's  address as it appears in the register  maintained by the Transfer
     Agent for the Senior Preferred Stock, provided that no failure to give such
     notice  nor  any  deficiency  therein  shall  affect  the  validity  of the
     procedure for the redemption of any shares of Senior  Preferred Stock to be
     redeemed  except as to the Holder or Holders  to whom the  Corporation  has
     failed to give said  notice or  except as to the  Holder or  Holders  whose
     notice was defective. The Redemption Notice shall state:

               (1) whether the redemption is pursuant to paragraph  (e)(i)(A) or
          (C) or paragraph (e)(ii) hereof;

               (2) the redemption price;

               (3) whether all or less than all the outstanding shares of Senior
          Preferred  Stock are to be redeemed  and the total number of shares of
          Senior Preferred Stock being redeemed;

               (4) the Redemption Date;

               (5) that the Holder is to  surrender to the  Corporation,  in the
          manner,  at the  place or  places  and at the  price  designated,  his
          certificate  or  certificates   representing   the  shares  of  Senior
          Preferred Stock to be redeemed; and

               (6) that dividends on the shares of Senior  Preferred Stock to be
          redeemed shall cease to accumulate and accrue on such  Redemption Date
          unless the  Corporation  defaults  in the  payment  of the  redemption
          price.

          (B)  Each  Holder  shall  surrender the  certificate  or  certificates
     representing such shares of Senior Preferred Stock to the Corporation, duly
     endorsed (or  otherwise in proper form for  transfer,  as determined by the
     Corporation),  in the manner and at the place  designated in the Redemption
     Notice,  and on the  Redemption  Date the full  redemption  price  for such
     shares  shall be payable in cash to the Person  whose name  appears on such
     certificate  or  certificates  as the owner thereof,  and each  surrendered
     certificate shall be canceled and retired.  In the event that less than all
     of the shares  represented  by any such  certificate  are  redeemed,  a new
     certificate shall be issued representing the unredeemed shares.

          (C)  On and after the Redemption Date, unless the Corporation defaults
     in the payment in full of the  applicable  redemption  price,  dividends on
     Senior  Preferred Stock called for redemption  shall cease to accumulate on
     the Redemption Date, and all rights of the Holders of redeemed shares shall
     terminate with respect thereto on the Redemption Date, other than the right
     to receive the redemption price;  provided,  however,  that if a Redemption
     Notice  shall have been given as provided in paragraph  (iii)(A)  above and
     the funds necessary for redemption  (including an amount in cash in respect
     of all dividends that will  accumulate to the  Redemption  Date) shall have
     been  irrevocably  deposited in trust for the equal and ratable benefit for
     the Holders of the shares of Senior  Preferred Stock to be redeemed,  then,
     at the  close of  business  on the  Business  Day on which  such  funds are
     segregated  and set aside,  the Holders of the shares to be redeemed  shall
     cease to be  stockholders  of the Corporation and shall be entitled only to
     receive the redemption price.

          (D)  All of the shares of the Senior Preferred Stock referenced in and
     created by this  Certificate of Designation  shall at all times  (including
     during  any  bankruptcy  proceeding)  be treated as and deemed to be equity
     interests in the Corporation.

          (f)  Voting Rights.

          (i)  The  Holders  of  Senior  Preferred  Stock, except  as  otherwise
     required under Delaware law or as set forth in paragraphs  (ii),  (iii) and
     (iv)  below,  shall not be  entitled  or  permitted  to vote on any  matter
     required  or  permitted  to be  voted  upon  by  the  stockholders  of  the
     Corporation.

          (ii) (A)  So  long  as any  shares  of   Senior  Preferred  Stock  are
     outstanding,  the  Corporation  shall not  authorize  or issue  any  Parity
     Securities  (except  pursuant to the  Registration  Rights  Agreement or in
     connection with the  refinancing and concurrent  redemption of all, but not
     less than all,  of the  outstanding  Senior  Preferred  Stock)  without the
     affirmative  vote  or  consent  of  Holders  of at  least  60% of the  then
     outstanding shares of Senior Preferred Stock, voting or consenting,  as the
     case may be, as one class,  given in person or by proxy,  either in writing
     or by resolution adopted at an annual or special meeting.

          (B)  So long as any shares of Senior Preferred Stock are  outstanding,
     the Corporation shall not authorize or issue any Senior Securities  without
     the  affirmative  vote or  consent  of  Holders of at least 60% of the then
     outstanding shares of Senior Preferred Stock, voting or consenting,  as the
     case may be, as one class,  given in person or by proxy,  either in writing
     or by resolution adopted at an annual or special meeting.

          (C)  So long as any shares of Senior Preferred Stock are  outstanding,
     the  Corporation   shall  not  amend  this  Resolution  or  Certificate  of
     Designation so as to affect  adversely the specified  rights,  preferences,
     privileges or voting rights of Holders of shares of Senior  Preferred Stock
     without the  affirmative  vote or consent of Holders of at least a majority
     of the then  outstanding  shares  of  Senior  Preferred  Stock,  voting  or
     consenting,  as the case may be, as one class, given in person or by proxy,
     either in writing or by resolution adopted at an annual or special meeting;
     provided,  however, that no such amendment or waiver may, without the prior
     written  consent of (x) the Holder of each share of Senior  Preferred Stock
     then outstanding and affected thereby,  (i) reduce the dividend rate on any
     share of Senior  Preferred  Stock,  (ii) postpone the Mandatory  Redemption
     Date or any  Dividend  Payment  Date  with  respect  to any share of Senior
     Preferred Stock,  (iii) change the percentage of the aggregate  outstanding
     number of shares of Senior  Preferred  Stock the  Holders of which shall be
     required  to consent or take any other  action  under this  Certificate  of
     Designation  or (iv) make any  change  to  clauses  (1),  (2) or (4) of the
     definition  of Voting Rights  Triggering  Event and (y) at least 66 2/3% of
     the Holders of the then  outstanding  shares of Senior Preferred Stock, (i)
     subject any Holder to any additional  obligation hereunder or (ii) make any
     change to clauses (3) or (5) of the definition of Voting Rights  Triggering
     Event.

          (iii)(A) If (1) dividends  accruing  and, if applicable,  accumulating
     on the Senior Preferred Stock after December 1, 2004 are in arrears and not
     paid in cash for one or more  quarterly  Dividend  Periods  (whether or not
     consecutive) (a "Dividend  Default");  (2) the Corporation  fails to redeem
     all of the  then  outstanding  shares  of  Senior  Preferred  Stock  on the
     Mandatory  Redemption  Date or otherwise  fails to discharge any redemption
     obligation  with  respect to the Senior  Preferred  Stock;  (3) a Change of
     Control  occurs  and  either  (x) the  Corporation  does  not make an offer
     pursuant to paragraph (e)(i)(C) within 30 days after such Change of Control
     or (y) the  Corporation  fails to redeem any  shares  validly  tendered  in
     connection with such offer in accordance with paragraph (e)(i)(C);  (4) the
     Corporation breaches or violates one or more of the provisions set forth in
     paragraph (j) hereof and the breach or violation  continues for a period of
     60 days or more after the Corporation  receives  notice thereof  specifying
     the  default  from the  Holders  of at least  50% of the  shares  of Senior
     Preferred Stock then outstanding; or (5) a payment default occurs under any
     mortgage,  indenture  or  instrument  under which there may be issued or by
     which there may be secured or evidenced any Indebtedness of the Corporation
     or any of the Restricted Subsidiaries (or payment of which is guaranteed by
     the  Corporation  or any  of the  Restricted  Subsidiaries),  whether  such
     Indebtedness  or guarantee now exists,  or is created after the date hereof
     and, in each case, the principal amount of any such Indebtedness,  together
     with the  principal  amount of any other such  Indebtedness  under  which a
     payment default has occurred,  aggregates $10.0 million or more (other than
     any such payment default being contested in good faith by the Corporation),
     then in the case of any of clauses (1)  through  (5) (each of such  clauses
     (1)  through  (5) a  "Voting  Rights  Triggering  Event"),  the  number  of
     directors  constituting  the Board of  Directors  shall be  adjusted by the
     number,  if any,  necessary  to permit the Holders of the Senior  Preferred
     Stock,  voting  separately  and as one  class,  to  elect  that  number  of
     directors  constituting  at least 25% (rounded to the nearest whole number)
     of the Board of Directors;  provided,  that such number of directors  shall
     not be less than two; provided,  further,  that, in the event more than one
     of the  above  defaults  occurs,  at the same or at  different  times,  the
     maximum number of directors that such Holders shall be entitled to elect is
     that number of directors  constituting at least 25% (rounded to the nearest
     whole  number) of the Board of  Directors;  provided,  that such  number of
     directors  shall  not be less  than  two.  Such  members  of the  Board  of
     Directors shall be elected by a plurality vote of the Holders of the Senior
     Preferred  Stock at a meeting  therefor  called upon the occurrence of such
     Voting Rights  Triggering  Event, and at every subsequent  meeting at which
     the terms of office of the  directors  so elected by the  Holders of Senior
     Preferred  Stock expire  (other than as described in paragraph  (f)(iii)(B)
     below).  Such  Holders  shall be entitled to  cumulative  voting  rights in
     connection with the election of such members of the Board of Directors.  In
     addition to the voting rights provided herein, any Significant Holder shall
     be entitled to an injunction or injunctions to prevent material breaches of
     the  provisions  of  this   Certificate  of  Designation   and  to  enforce
     specifically  the remedies  under this  Certificate  of  Designation in any
     court of the United States or any state thereof having  jurisdiction,  this
     being in addition to any other  remedy to which such Holder may be entitled
     at law or in equity; provided that, notwithstanding the foregoing,  Holders
     holding at least a majority of the then outstanding  Senior Preferred Stock
     may by written consent waive any such material breach and such  Significant
     Holder shall  thereafter  terminate its enforcement  action with respect to
     such  material  breach.  No such  waiver  or  consent  shall  extend to any
     subsequent or other material breach or impair any right consequent  thereon
     except to the extent expressly so waived.

          (B)  The right of the Holders of the  Senior  Preferred  Stock  voting
     together as a separate  class to elect members of the Board of Directors as
     set forth in paragraph  (f)(iii)(A) above shall continue until such time as
     (x) in the event such right  arises  due to a  Dividend  Default,  all such
     accrued  dividends  that are in arrears on the Senior  Preferred  Stock are
     paid in full in cash; (y) in the event such right arises due to a Change of
     Control,  an offer pursuant to paragraph  (e)(i)(C) is made and the related
     redemption is  consummated at any time within 120 days after such Change of
     Control; and (z) in all other cases, the event, failure,  breach or default
     giving rise to such Voting Rights  Triggering Event is remedied or cured by
     the  Corporation  or waived by the  Holders of at least a  majority  of the
     shares of Senior  Preferred  Stock then  outstanding  and  entitled to vote
     thereon,  at which  time (1) the  special  right of the  Holders  of Senior
     Preferred  Stock so to vote as a class for the election of  directors,  (2)
     the term of  office  of the  directors  elected  by the  Holders  of Senior
     Preferred  Stock  shall each  terminate  and the  directors  elected by the
     holders of Common Stock or Capital  Stock (other than the Senior  Preferred
     Stock) shall  constitute  the entire Board of Directors and (3) such Voting
     Rights Triggering Event shall be deemed to cease to exist or be continuing.
     At any time after voting power to elect  directors shall have become vested
     and be  continuing  in the Holders of Senior  Preferred  Stock  pursuant to
     paragraph  (f)(iii)  hereof,  or if vacancies shall exist in the offices of
     directors  elected  by the  Holders  of Senior  Preferred  Stock,  a proper
     officer of the Corporation may, and upon the written request of the Holders
     of record of at least 25% of the  shares  of Senior  Preferred  Stock  then
     outstanding  addressed to the secretary of the  Corporation  shall,  call a
     special meeting of the Holders of Senior  Preferred  Stock, for the purpose
     of electing the directors which such Holders are entitled to elect. If such
     meeting shall not be called by a proper officer of the  Corporation  within
     20 days after personal  service of said written  request upon the secretary
     of the  Corporation,  or within 20 days after  mailing  the same within the
     United  States  by  certified  mail,  addressed  to  the  secretary  of the
     Corporation at its principal executive offices,  then the Holders of record
     of at least 25% of the  outstanding  shares of Senior  Preferred  Stock may
     designate  in writing one Holder to call such meeting at the expense of the
     Corporation,  and such  meeting  may be called by the Person so  designated
     upon the notice  required for the annual  meetings of  stockholders  of the
     Corporation  and shall be held at the place for holding the annual meetings
     of  stockholders.  Any Holder of Senior Preferred Stock so designated shall
     have,  and  the  Corporation   shall  provide,   access  to  the  lists  of
     stockholders to be called pursuant to the provisions hereof.

          (C)  At any  meeting held  for the  purpose of  electing directors  at
     which the Holders of Senior  Preferred  Stock shall have the right,  voting
     together as a separate class, to elect directors as aforesaid, the presence
     in  person  or by  proxy  of the  Holders  of at  least a  majority  of the
     outstanding shares of Senior Preferred Stock entitled to vote thereat shall
     be required to constitute a quorum of the Senior Preferred Stock.

          (D)  Any vacancy occurring in the office of a director  elected by the
     Holders  of the  Senior  Preferred  Stock may be  filled  by the  remaining
     director  elected by the Holders of the Senior  Preferred  Stock unless and
     until such vacancy  shall be filled by the Holders of the Senior  Preferred
     Stock.

          (E)  Notwithstanding anything  to the contrary  in this paragraph (f),
     DB  Capital  Investors,  L.P.,  First  Union  Investors,  Inc.  and  Heller
     Financial,  Inc. or any of their respective direct or indirect  transferees
     of shares of the Class B Senior  Preferred  Stock, or any other Holder that
     is a bank holding  company or any  affiliate  thereof  (each,  a "Regulated
     Holder"),  shall not be entitled  to vote with the other  Holders of Senior
     Preferred  Stock unless,  until and to the extent (x) permitted by the Bank
     Holding  Company Act of 1956,  as amended,  and Section  225.2(q)(2)(i)  of
     Regulation Y promulgated thereunder, and (y) such Regulated Holder provides
     written notice thereof to the  Corporation.  Notwithstanding  the foregoing
     the  Corporation  shall  send to each  Regulated  Holder  any  information,
     consent  solicitation   documents,   notices  or  any  other  documents  or
     correspondence  that is sent to the  Holders.  Each such  Regulated  Holder
     shall have 10 days after receipt of such information,  documents or notices
     to provide the Corporation  with notice that it is permitted to vote on any
     such matter set forth therein;  provided, that if any Regulated Holder does
     not give the Corporation  notice within such 10 days such Regulated  Holder
     shall be deemed not to be permitted to vote on any such matter.

          (iv) In any case in which the  Holders of the Senior  Preferred  Stock
     shall be entitled to vote  pursuant  to this  paragraph  (f) or pursuant to
     Delaware law, each Holder of Senior  Preferred  Stock entitled to vote with
     respect  to such  matter  shall be  entitled  to one vote for each share of
     Senior Preferred Stock held.

          (v)  Any action  required  or  permitted  to be taken at a meeting  of
     Holders may be taken without a meeting,  without prior notice and without a
     vote, if one or more written  consents,  setting forth the action so taken,
     shall be signed by the Holders of outstanding Senior Preferred Stock having
     not less  than the  minimum  number of votes  that  would be  necessary  to
     authorize  or take such  action at a meeting  at which all shares of Senior
     Preferred Stock entitled to vote thereon were present and voted.

          (g) Conversion or Exchange; Registration Rights. The Holders of shares
of Senior  Preferred  Stock shall not have any rights  hereunder to convert such
shares into or exchange  such shares for shares of any other class or classes or
of any other series of any class or classes of Capital Stock of the  Corporation
other than as  provided in the  Registration  Rights  Agreement.  The Holders of
shares  of  Senior  Preferred  Stock  shall  have the  rights  described  in the
Registration Rights Agreement.

          (h)  Reissuance of Senior Preferred  Stock. Shares of Senior Preferred
Stock that have been  issued and  reacquired  in any  manner,  including  shares
purchased or redeemed or exchanged,  shall (upon  compliance with any applicable
provisions of the laws of Delaware)  have the status of authorized  and unissued
shares of Preferred Stock  undesignated as to series and may be redesignated and
reissued as part of any series of Preferred Stock; provided that any issuance of
such shares of Preferred Stock must be in compliance with the terms hereof.

          (i)  Business Day. If any  payment,  redemption  or exchange  shall be
required  by the terms  hereof to be made on a day that is not a  Business  Day,
such payment, redemption or exchange shall be made on the immediately succeeding
Business Day.

          (j)  Certain Covenants.

          (i)  Intentionally Omitted.

          (ii) Restricted Payments.

          (A)  The  Corporation shall not,  and shall not cause or permit any of
the Restricted Subsidiaries to, directly or indirectly:

          (i)  declare or pay any  dividend  or make any other  distribution  or
     payment on or in respect of Capital Stock or options, warrants or rights to
     purchase  Capital  Stock of the  Corporation  (other than (x)  dividends or
     distributions  payable  solely in shares of Qualified  Capital Stock of the
     Corporation  or in options,  warrants or other rights to acquire  shares of
     such  Qualified  Capital  Stock,  and (y)  subject  to  paragraph  (c)(iv),
     dividends  or  distributions  in  respect  of Senior  Securities  or Parity
     Securities of the Corporation that were issued in accordance with paragraph
     (f)(ii)(A) or (B), as applicable);

          (ii) purchase,  redeem,  defease or  otherwise  acquire  or retire for
     value,  directly or indirectly  (including  through the purchase of Capital
     Stock or  options,  warrants  or rights to  purchase  Capital  Stock of any
     Person that directly or indirectly owns Capital Stock of the  Corporation),
     the Capital Stock or options,  warrants or rights to purchase Capital Stock
     of the  Corporation  (other  than (x) any such  Capital  Stock owned by the
     Corporation  (other  than  Redeemable  Capital  Stock)  or (y)  subject  to
     paragraph   (c)(iv),   Senior   Securities  or  Parity  Securities  of  the
     Corporation  that were issued in accordance  with  paragraph  (f)(ii)(A) or
     (B), as  applicable,  or options,  warrants or other rights to acquire such
     Capital Stock); or

          (iii)make any Investment (other than any Permitted Investment)  in any
     Person;

(any  of  the  foregoing   actions  described  in  clauses  (i)  through  (iii),
collectively,   "Restricted  Payments"),   unless  (1)  immediately  before  and
immediately after giving effect to such Restricted Payment on a pro forma basis,
no Voting Rights  Triggering Event (other than a Voting Rights  Triggering Event
described in clause (3) or (5) of paragraph (f)(iii)(A)) shall have occurred and
be continuing;  (2) immediately  before and  immediately  after giving effect to
such Restricted  Payment on a pro forma basis, the Corporation could incur $1.00
of additional  Indebtedness (other than Permitted  Indebtedness) under paragraph
(j)(iv);  and (3) after giving effect to the proposed  Restricted  Payment,  the
aggregate  amount of all such  Restricted  Payments  declared or made (or deemed
made) after the Issue Date, does not exceed the sum of:

          (I)  50% of the cumulative Consolidated  Net Income of the Corporation
     during the period (treated as one accounting period) beginning on the Issue
     Date and ending on the last day of the  Corporation's  most recently  ended
     fiscal quarter for which internal financial  statements are available at or
     prior  to the  time of such  Restricted  Payment  (or,  if such  cumulative
     Consolidated  Net Income shall be a deficit,  minus 100% of such  deficit);
     plus

          (II) 100% of the aggregate net cash proceeds  received after the Issue
     Date by the Corporation from the issuance or sale (other than to any of its
     Subsidiaries)  of Qualified  Capital Stock of the  Corporation  or from the
     exercise of any  options,  warrants or rights to  purchase  such  Qualified
     Capital Stock of the  Corporation  or of  Redeemable  Capital Stock or debt
     securities of the Corporation  that have been converted into such Qualified
     Capital Stock or any options, warrants or rights to purchase such Qualified
     Capital Stock  (except,  in each case, to the extent such proceeds are used
     to purchase, redeem or otherwise retire Capital Stock as set forth below in
     clause (ii) or (iv) of paragraph (B) below); plus

          (III)in the case of the  disposition  or repayment  of any  Investment
     (other than a Permitted  Investment)  made after the Issue Date,  an amount
     (to the extent not included in Consolidated Net Income) equal to the lesser
     of (x) the return of capital with respect to such Investment, less the cost
     of  disposition  of such  Investment  and (y) the  initial  amount  of such
     Investment; plus

          (IV) so long as the  Designation  thereof was treated as a  Restricted
     Payment  made  after the  Issue  Date,  with  respect  to any  Unrestricted
     Subsidiary that has been redesignated as a Restricted  Subsidiary after the
     Issue Date in accordance with paragraph  (j)(xi),the  lesser of (x) the net
     book value of the Corporation's  Investment in such Unrestricted Subsidiary
     at the time of such  redesignation  and (y) the Fair  Market  Value of such
     Investment at the time of such redesignation; plus

          (V)  100% of the aggregate  amounts contributed  to the capital of the
     Corporation since the Issue Date; plus

          (VI) 50% of any  dividends  received  by the  Corporation  or a Wholly
     Owned Restricted  Subsidiary (except to the extent that such dividends were
     already  included in Consolidated  Net Income) after the Issue Date from an
     Unrestricted Subsidiary.

          (B)  Notwithstanding  the  foregoing  clause  (A),  and in the case of
clauses (iii), (iv) and (vi) below, so long as no Voting Rights Triggering Event
(other than a Voting Rights  Triggering  Event  described in clause (3) or (5)of
paragraph  (f)(iii)(A))  shall have  occurred and be  continuing  or would arise
therefrom,  the  foregoing  provisions  of clause  (A) shall  not  prohibit  the
following actions,  which shall, however, be subject to paragraph (c)(iv), (each
of clauses (i) through (ix) being referred to as a "Permitted Payment"):

          (i)  the payment of any dividend or redemption  payment within 60 days
     after the date of declaration  thereof, if at such date of declaration such
     payment was permitted by the provisions of this Certificate of Designation,
     including as described under paragraph (A) of this paragraph (j)(ii);

          (ii) the repurchase, redemption, or other acquisition or retirement of
     any shares of Capital Stock (or any options, warrants or rights to purchase
     Capital Stock) of the Corporation or any Restricted  Subsidiary in exchange
     for (including  any such exchange  pursuant to the exercise of a conversion
     right or  privilege  in  connection  with which cash is paid in lieu of the
     issuance  of  fractional  shares),  or out of the net  cash  proceeds  of a
     substantially  concurrent issue and sale for cash to any Person (other than
     to a Restricted  Subsidiary  of the  Corporation)  of,  shares of Qualified
     Capital Stock (or options,  warrants or rights to purchase  such  Qualified
     Capital Stock) of the Corporation; provided that the net cash proceeds that
     are utilized for any such  repurchase,  redemption or other  acquisition or
     retirement are excluded from clause (II) of paragraph (A) of this paragraph
     (j)(ii);

          (iii)Restricted  Payments in  an aggregate amount  not to exceed $10.0
     million;

          (iv) Investments  (in addition to Permitted  Investments)  in  Persons
     engaged in a Permitted  Business that are made out of the net cash proceeds
     of the issuance of Qualified  Capital Stock of the  Corporation;  provided,
     that (x) such  Investment  is made  within  30 days of the  receipt  of the
     proceeds  of the  issuance  of such  Qualified  Capital  Stock and (y) such
     Investment together with all other Investments made pursuant to this clause
     (iv)  does not  exceed an  aggregate  amount  of $15.0  million;  provided,
     further,  that  the net cash  proceeds  from  the  sale of such  shares  of
     Qualified  Capital  Stock are excluded from clause (II) of paragraph (A) of
     this paragraph (j)(ii);

          (v)  subject to paragraph (c)(iv),  any dividends or other payments on
     or with respect to the Senior Preferred Stock or Parity  Securities  issued
     in accordance with paragraph (f)(ii);

          (vi) the repurchase,  redemption,  retirement or other acquisition for
     value of any shares of Capital  Stock (or  options,  warrants  or rights to
     purchase  Capital Stock) of the  Corporation  or any Restricted  Subsidiary
     (other  than  any  such   repurchase,   redemption,   retirement  or  other
     acquisition in connection with the Recapitalization)  held by any director,
     officer  or  employee  of  the   Corporation   or  any  of  its  Restricted
     Subsidiaries  pursuant  to  any  employment  agreement,  management  equity
     subscription  agreement,  stock option or acquisition agreement;  provided,
     that the aggregate price paid for all such repurchased,  redeemed, acquired
     or  retired  Capital  Stock (or  options,  warrants  or rights to  purchase
     Capital Stock) (x) from current  employees of the Corporation or any of its
     Restricted  Subsidiaries  shall not exceed $1.0  million or (y) from former
     directors,  officers  or  employees  of  the  Corporation  or  any  of  its
     Restricted  Subsidiaries shall not exceed $3.0 million, in each case in the
     aggregate  in any  twelve-month  period  (other  than any such  repurchase,
     redemption,   retirement  or  other  acquisition  in  connection  with  the
     Recapitalization);

          (vii)repurchases of Capital Stock (or options,  warrants  or rights to
     purchase  Capital  Stock) deemed to occur upon  cashless  exercise of stock
     options to the extent such Capital Stock (or options, warrants or rights to
     purchase Capital Stock)  represents a portion of the exercise price of such
     options  or  related  withholding  taxes  (but  only  to  the  extent  such
     withholding taxes do not exceed $250,000 in any twelve-month period);

          (viii)any payments on  Redeemable  Capital Stock issued in  accordance
     with this Certificate of Designation; and

          (ix) payments  of up to  $3.0  million   with  respect  to  which  the
     Corporation has no  indemnification  rights under the agreements  governing
     the  Recapitalization  in  connection  with  the  final  resolution  of any
     disputes existing as of the Issue Date regarding stock ownership.

          In computing the amount of  Restricted  Payments  previously  made for
purposes of clause (3) of paragraph (A) of this  paragraph  (j)(ii),  Restricted
Payments under the immediately preceding clauses (i) and (vi) shall be included.

          The amount of all Restricted  Payments  (other than cash) shall be the
Fair Market Value (evidenced by a resolution of the Board of Directors set forth
in an officers' certificate delivered to the Significant Holders) on the date of
the  Restricted  Payment  of the  asset(s)  proposed  to be  transferred  by the
Corporation or such Restricted  Subsidiary,  as the case may be, pursuant to the
Restricted  Payment.  Not later than the date of making any Restricted  Payment,
the  Corporation   shall  deliver  to  the  Significant   Holders  an  officers'
certificate  stating that such Restricted Payment is permitted and setting forth
the basis upon which the  calculations  required by this paragraph  (j)(ii) were
computed,  which  calculations  may  be  based  upon  the  Corporation's  latest
available  financial  statements.   No  payment  made  in  connection  with  the
Recapitalization shall be deemed to be a Restricted Payment hereunder.

          (iii) Dividend and  Other Payment  Restrictions  Affecting  Restricted
Subsidiaries.  The  Corporation  shall not, and shall not cause or permit any of
the Restricted  Subsidiaries  to,  directly or  indirectly,  create or otherwise
cause or suffer to exist or become  effective or enter into any  agreement  with
any Person that would cause to become effective,  any consensual  encumbrance or
restriction of any kind, on the ability of any  Restricted  Subsidiary to (A)(i)
pay  dividends,  in cash or otherwise,  or make any other  distributions  to the
Corporation  or any of the  Restricted  Subsidiaries  (x) on or in  respect  its
Capital Stock or (y) with respect to any other interest or participation  in, or
measured by, its profits,  or (ii) pay any Indebtedness  owed to the Corporation
or  any  of  the  Restricted  Subsidiaries,  (B)  make  any  Investment  in  the
Corporation or any of the Restricted Subsidiaries or (C) sell, lease or transfer
any of its  properties  or assets to the  Corporation  or any of the  Restricted
Subsidiaries,  except for such encumbrances or restrictions existing under or by
reason  of:  (i) any  encumbrance  or  restriction  existing  under  the  Credit
Agreement or the Indenture and any other agreement, in each case as in effect on
the Issue Date, (ii) customary non-assignment provisions in leases, licenses and
other agreements  entered into in the ordinary course of business and consistent
with past practices,  (iii) Purchase Money  Obligations for property acquired in
the ordinary course of business that impose restrictions of the nature described
in  clause  (C) above on the  property  so  acquired,  (iv) any  encumbrance  or
restriction, with respect to a Person that is not a Restricted Subsidiary on the
Issue Date in existence at the time such Person becomes a Restricted  Subsidiary
and not  incurred  in  connection  with,  or in  contemplation  of,  such Person
becoming a Restricted Subsidiary;  provided, however, that such encumbrances and
restrictions  are not  applicable  to the  Corporation  or any other  Restricted
Subsidiary,  or the  properties  or  assets  of  the  Corporation  or any  other
Restricted  Subsidiary,  (v) customary restrictions with respect to a Restricted
Subsidiary  pursuant to an agreement  that has been entered into for the sale or
disposition of all or  substantially  all of the Capital Stock or assets of such
Restricted Subsidiary; provided, however, that any such restriction relates only
to the Capital Stock or assets being sold pursuant to such  agreement,  (vi) any
customary  restriction in an agreement  governing  Indebtedness  of a Restricted
Subsidiary  incurred after the Issue Date in compliance with paragraph  (j)(iv);
(vii) any encumbrance or restriction  existing under any agreement that extends,
renews,  refinances or replaces the agreements  containing the  encumbrances  or
restrictions  in the  foregoing  clause  (i),  (iii) or (iv),  or in this clause
(vii); provided, however, that the terms and conditions of any such encumbrances
or  restrictions  are no more  restrictive  than those  under or pursuant to the
agreement so extended,  renewed,  refinanced or replaced;  and (viii) applicable
law.

          (iv) Incurrence of Indebtedness.

          (A)  The Corporation  shall not,  and shall not cause or permit any of
the Restricted  Subsidiaries to, directly or indirectly,  create, incur, assume,
issue,  guarantee  or in any  manner  become  liable  for or  with  respect  to,
contingently  or  otherwise  (in each case,  to  "incur"),  the  payment of, any
Indebtedness (including any Acquired Indebtedness);  provided, however, that the
Corporation  or any  Restricted  Subsidiary  may incur  Indebtedness  (including
Acquired  Indebtedness),  if, in either case, immediately after giving pro forma
effect thereto,  the Consolidated Fixed Charge Coverage Ratio of the Corporation
is at least equal to 2.0:1.0.

          (B)  Notwithstanding  the foregoing,  to the extent  specifically  set
forth below, the Corporation and the Restricted  Subsidiaries may incur each and
all of the following (collectively, "Permitted Indebtedness"):

          (i)  Indebtedness of the  Corporation and its Restricted  Subsidiaries
     under the Senior  Subordinated Notes and guarantees thereof in an aggregate
     principal  amount,  when  taken  together  with  any  refinancings  thereof
     pursuant  to clause  (ix),  not to exceed  $100.0  million  at any one time
     outstanding;

          (ii) Indebtedness of the  Corporation and its Restricted  Subsidiaries
     under  the  Credit  Agreement  (and  guarantees  thereof)  in an  aggregate
     principal amount not to exceed $475.0 million at any time outstanding, less
     the principal amount of any scheduled or mandatory  payments made under the
     Credit  Agreement to the extent the  commitments  thereunder are reduced in
     connection therewith;

          (iii)Indebtedness  of the  Corporation  or any  Restricted  Subsidiary
     outstanding  on the Issue Date (other than under the Credit  Agreement  and
     the Senior Subordinated Notes);

          (iv) Indebtedness  of  the  Corporation  owing  to   a  Wholly   Owned
     Restricted Subsidiary for so long as such Indebtedness is owing to a Wholly
     Owned  Restricted  Subsidiary;  provided  that the  disposition,  pledge or
     transfer of any such  Indebtedness  to a Person (other than a  disposition,
     pledge or transfer to a Wholly Owned Restricted Subsidiary) shall be deemed
     to be an incurrence of such  Indebtedness  by the Corporation not permitted
     by this clause (iv);

          (v)  Indebtedness of a Restricted  Subsidiary owing to and held by the
     Corporation  or  another  Restricted  Subsidiary;  provided  that  (a)  any
     disposition, pledge or transfer of any such Indebtedness to a Person (other
     than the Corporation or a Restricted  Subsidiary)  shall be deemed to be an
     incurrence of such Indebtedness by the obligor not permitted by this clause
     (v), and (b) any transaction  pursuant to which any Restricted  Subsidiary,
     which has  Indebtedness  owing to the  Corporation or any other  Restricted
     Subsidiary,  ceases to be a Restricted Subsidiary shall be deemed to be the
     incurrence  of  Indebtedness  by  such  Restricted  Subsidiary  that is not
     permitted by this clause (v);

          (vi) the incurrence by the Corporation or any Restricted Subsidiary of
     Hedging  Obligations  that are  incurred  (a) for the  purpose of fixing or
     hedging  interest  rate  risk  with  respect  to any  Indebtedness  that is
     permitted to be incurred by the terms of this Certificate of Designation or
     (b) for the purpose of fixing or hedging  currency  exchange rate risk with
     respect  to any  currency  exchanges,  in either  case not for  speculative
     purposes;

          (vii)Indebtedness  of the  Corporation  or any  Restricted  Subsidiary
     represented by Capitalized  Lease Obligations or Purchase Money Obligations
     or  other   Indebtedness   incurred  or  assumed  in  connection  with  the
     acquisition  or  development  of real or personal  (tangible or intangible)
     property in each case incurred for the purpose of financing or  refinancing
     all  or  any  part  of  the  purchase  price,  or  cost  of   installation,
     construction  or  improvement  of  property  used  in the  business  of the
     Corporation  or  such  Restricted  Subsidiary,  in an  aggregate  principal
     amount,  when taken  together  with any  refinancings  thereof  pursuant to
     clause (ix), not to exceed $10.0 million at any one time outstanding;

          (viii)letters of credit to  support workers  compensation  obligations
     and bankers acceptances and performance bonds, surety bonds and performance
     guarantees,  of the Corporation or any Restricted Subsidiary, in each case,
     in the ordinary course of business consistent with past practice;

          (ix) any renewals, extensions, substitutions, refundings, refinancings
     or  replacements  (collectively,   a  "refinancing")  of  any  Indebtedness
     incurred under paragraph  (j)(iv)(A)  above or described in clauses (B)(i),
     (ii), (iii) and (vii), including any successive refinancings so long as the
     aggregate   principal   amount  (or  accreted   value,  if  applicable)  of
     Indebtedness  represented thereby is not increased by such refinancing plus
     the  amount  of any  premium  or  other  payment  required  to be  paid  in
     connection   with  such  a  refinancing   pursuant  to  the  terms  of  the
     Indebtedness   being   refinanced  plus  the  amount  of  expenses  of  the
     Corporation  or a Restricted  Subsidiary  incurred in connection  with such
     refinancing and such refinancing does not reduce the Average Life to Stated
     Maturity or the Stated Maturity of such Indebtedness;

          (x)  guarantees by the  Corporation  or any  Restricted  Subsidiary of
     Indebtedness incurred by the Corporation or a Restricted Subsidiary so long
     as the incurrence of such  Indebtedness  by the primary obligor thereon was
     permitted under the terms of this Certificate of Designation;

          (xi) the incurrence by the Corporation's  Unrestricted Subsidiaries of
     Non-Recourse Debt; provided,  however, that if any such Indebtedness ceases
     to be Non-Recourse Debt of an Unrestricted Subsidiary,  such event shall be
     deemed  to  constitute  an  incurrence  of  Indebtedness  by  a  Restricted
     Subsidiary of the Corporation; and

          (xii)Indebtedness of the Corporation  or any Restricted  Subsidiary in
     addition  to that  described  in clauses (i)  through  (xi) above,  and any
     refinancing  thereof, so long as the aggregate principal amount of all such
     additional  Indebtedness shall not exceed $20.0 million  outstanding at any
     one time in the  aggregate  (all or part of which  may,  but need  not,  be
     incurred under the Credit Agreement).

          (C)  For  purposes  of  determining  compliance  with  this  paragraph
(j)(iv),  in the event that an item of  Indebtedness  meets the criteria of more
than one of the  categories  of  Indebtedness  described  in clauses (i) through
(xii) of the immediately  preceding paragraph (B), the Corporation shall, in its
sole discretion,  classify such item of Indebtedness in any manner that complies
with this paragraph  (j)(iv) and will only be required to include the amount and
type of such  Indebtedness  in one of such  clauses  or  pursuant  to  paragraph
(j)(iv)(A);  provided that (1) Indebtedness outstanding on the Issue Date (other
than under the Credit Agreement or the Senior Subordinated Notes) will be deemed
outstanding  under  clause  (B)(iii),  and (2)  Indebtedness  under  the  Credit
Agreement  (including  amounts  outstanding  on the Issue  Date) of up to $475.0
million (as reduced under clause  (B)(ii)) will be deemed  incurred under clause
(B)(ii).  Accrual of interest,  accretion  of accreted  value and the payment of
interest through the issuance of securities  paid-in-kind shall not be deemed to
be an incurrence of Indebtedness for purposes of this paragraph (j)(iv).

          (v)  Transactions  with  Affiliates.  The Corporation  shall not,  and
shall  not cause or  permit  any of the  Restricted  Subsidiaries  to,  make any
payment  to,  or  sell,  lease,  transfer  or  otherwise  dispose  of any of its
properties  or assets to, or purchase any property or assets from, or enter into
or make or amend  any  contract,  agreement,  understanding,  loan,  advance  or
guarantee  with, or for the benefit of, any Affiliate of the Corporation or of a
Restricted  Subsidiary (other than transactions between or among the Corporation
and/or any of its  Restricted  Subsidiaries)  unless (A) such  transaction is on
terms  that  are  no  less  favorable  to the  Corporation  or  such  Restricted
Subsidiary,  as the case may be,  than  those that  might  reasonably  have been
obtained in a comparable  transaction with an unrelated Person, (B) with respect
to any transaction or series of related  transactions  involving aggregate value
in excess of $2.5 million,  the Corporation  delivers to each Significant Holder
an Officers' Certificate describing such transaction or transactions, certifying
that such  transaction or  transactions  have been approved by a majority of the
Disinterested  Directors of the  Corporation,  or in the event there is only one
Disinterested Director, by such Disinterested Director, and certifying that such
transaction or transactions comply with clause (A) above and (C) with respect to
any transaction or series of related  transactions  involving aggregate payments
in excess of $7.5  million,  the  Corporation  delivers to each Holder a written
opinion of an  Independent  Financial  Advisor  stating that the  transaction or
series of related  transactions  is fair to the  Corporation or such  Restricted
Subsidiary  from a financial point of view (it being agreed that an opinion from
an Independent  Financial Advisor stating that the transaction is at Fair Market
Value shall be  sufficient);  provided,  however,  that this provision shall not
apply to: (I) any  transaction  with an officer or director  of the  Corporation
(acting  in such  capacity)  entered  into in the  ordinary  course of  business
(including  compensation  and employee  benefit  arrangements  with any officer,
director or employee of the  Corporation,  including  under any stock  option or
stock  incentive  plans);  (II) any Restricted  Payment or Permitted  Investment
otherwise permitted by the terms of this Certificate of Designation; (III) those
agreements and  arrangements  existing and as in effect on the Issue Date;  (IV)
the  payment  of  reasonable  and  customary  fees  and   compensation  to,  and
indemnification  agreements  (and  payments  thereunder)  for  the  benefit  of,
officers,  directors  and  employees  entered  into in the  ordinary  course  of
business;  (V) the agreements and arrangements pursuant to or referred to in the
Purchase  Agreement,  this Certificate of Designation,  the Registration  Rights
Agreement  and  the  other  documents   entered  into  in  connection  with  the
Recapitalization; (VI) so long as no Voting Rights Triggering Event has occurred
and is  continuing,  the  payment  of  management,  consulting,  monitoring  and
advisory fees and related expenses to the Equity Investor and its Affiliates not
to exceed  $500,000 in any  calendar  year  (other  than the fees and  unrelated
expenses  incurred  by and paid to or on behalf of the Equity  Investor  and its
Affiliates in connection with the Recapitalization,  which fees and expenses are
exempt from the terms hereof);  and (VII) any transaction with OSI Funding Corp.
(or any other  Person  engaged in business  with the  Corporation  or any of its
Restricted Subsidiaries similar to OSI Funding Corp.'s business) entered into in
the ordinary course of business consistent with past practices.

          (vi) Limitation  on Issuances and Sales of Capital Stock of Restricted
Subsidiaries.  The  Corporation  shall not, and shall not cause or permit any of
the Restricted  Subsidiaries  to,  transfer,  convey,  sell,  issue or otherwise
dispose of any Capital Stock of any Wholly Owned Restricted  Subsidiaries to any
Person (other than the  Corporation  or a Wholly Owned  Restricted  Subsidiary),
unless  such  transfer,  conveyance,  sale,  issue or other  disposition  (x) is
pursuant to and in  accordance  with the  provisions  of  paragraphs  (j)(viii),
(j)(ix) or,  with  respect to the  transfer,  conveyance,  sale,  lease or other
disposition of all of the Capital Stock of a Wholly Owned Restricted Subsidiary,
(j)(xv) or (y) is of  directors'  qualifying  shares to the extent  required  by
applicable  law;  provided,  however,  that this covenant shall not apply to any
pledge of and  foreclosure  on Capital  Stock of any  Restricted  Subsidiary  to
secure Indebtedness under the Credit Agreement.

          (vii)Payments for Consents.  Neither the  Corporation  nor any  of its
Subsidiaries shall, directly or indirectly, pay or cause to be paid any economic
consideration,  whether by way of interest,  fee or otherwise,  to any Holder in
consideration for or as an inducement to any consent, waiver or amendment of any
of the terms or  provisions  of this  Certificate  of  Designation  unless  such
economic  consideration  is  concurrently  offered to be paid or is concurrently
paid to all Holders that consent,  waive or agree to amend in the time frame set
forth  in the  solicitation  documents  relating  to  such  consent,  waiver  or
agreement.

          (viii)Merger, Consolidation, or  Sale of Assets. The Corporation shall
not  consolidate  or merge with or into (whether or not the  Corporation  is the
surviving  corporation),  or directly and/or indirectly through its Subsidiaries
sell,  assign,   transfer,   lease,  convey  or  otherwise  dispose  of  all  or
substantially  all of the  properties  and  assets  of the  Corporation  and its
Restricted Subsidiaries taken as a whole in one or more related transactions, to
any other Person unless (A)(i) the  Corporation is the surviving  corporation or
(ii) the entity or the Person formed by or surviving any such  consolidation  or
merger  (if other  than the  Corporation)  or to which  such  sale,  assignment,
transfer,  lease,  conveyance  or other  disposition  shall  have been made (the
entity or Person described in this clause (ii), the "Successor  Corporation") is
a corporation  organized or existing  under the laws of the United  States,  any
state thereof or the District of Columbia; (B) the Successor Corporation assumes
all the obligations of the Corporation under this Certificate of Designation and
the Purchase Agreement pursuant to an amendment or supplement hereto or thereto,
as applicable, and each other instrument,  document or agreement entered into by
the  Corporation  in  connection  therewith,  in each case in a form  reasonably
satisfactory to the Required Holders;  (C) immediately after such transaction no
Voting  Rights  Triggering  Event (other than a Voting Rights  Triggering  Event
described in clause (1) (so long as, on a pro forma basis after giving effect to
such  transaction,  the  Corporation  will pay any accrued and unpaid  dividends
since December 1, 2004 in cash, (3) or (5) of paragraph (f)(iii)(A)) exists; and
(D) the Corporation  will, at the time of such  transaction and after giving pro
forma effect thereto as if such transaction had occurred at the beginning of the
applicable  four-quarter  period,  be  permitted  to  incur  at  least  $1.00 of
additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio
test set forth in paragraph (j)(iv)(A) hereof.

          (ix) Successor Corporation Substituted.  Upon any consolidation of the
Corporation  with, or merger of the  Corporation  into,  any other Person or any
transfer,  conveyance,  sale, lease or other disposition of all or substantially
all of the properties and assets of the Corporation and its  Subsidiaries  taken
as a whole in one or more related  transactions  in  accordance  with  paragraph
(j)(viii),  the Successor  Corporation shall succeed to, and be substituted for,
and  may  exercise  every  right  and  power  of,  the  Corporation  under  this
Certificate of Designation and the Purchase Agreement with the same effect as if
such Successor  Corporation had been named as the Corporation herein or therein,
and thereafter, except in the case of a lease, the predecessor Corporation shall
be  relieved  of  all  obligations  and  covenants  under  this  Certificate  of
Designation and the Purchase Agreement.

          (x)  Intentionally Omitted.

          (xi) Limitations on  Unrestricted  Subsidiaries.  The Corporation  may
designate  after the Issue Date any Subsidiary as an  "Unrestricted  Subsidiary"
under this Certificate of Designation (a "Designation") only if:

          (A)  no Voting  Rights  Triggering  Event (other than a Voting  Rights
     Triggering  Event  described  in  clause  (1),  (3)  or  (5)  of  paragraph
     (f)(iii)(A))  shall have occurred and be continuing at the time of or after
     giving effect to such Designation;

          (B)  the Corporation  would be permitted to make an  Investment at the
     time of  Designation  (assuming  the  effectiveness  of  such  Designation)
     pursuant to this Certificate of Designation in an amount (the  "Designation
     Amount") equal to the Fair Market Value of the interest of the  Corporation
     and the Restricted  Subsidiaries in such Subsidiary on such date; provided,
     that the Fair Market Value of securities of such Subsidiary shall be deemed
     to be the cash purchase price paid by the  Corporation  or such  Restricted
     Subsidiary therefor; and

          (C)  the Corporation  would be  permitted  under this  Certificate  of
     Designation  to incur  $1.00 of  additional  Indebtedness  pursuant  to the
     Consolidated  Fixed  Charge  Coverage  Ratio  test set  forth in  paragraph
     (j)(iv)(A) at the time of such Designation  (assuming the  effectiveness of
     such Designation).

          In the event of any such Designation,  the Corporation shall be deemed
to have made an Investment  for all purposes of this  Certificate of Designation
in the Designation Amount.

          Except to the extent permitted by paragraph  (j)(ii),  the Corporation
shall not, and shall not cause or permit any  Restricted  Subsidiary  to, at any
time (x) provide  credit  support  for or subject any of its  property or assets
(other  than  the  Capital  Stock  of  any   Unrestricted   Subsidiary)  to  the
satisfaction of, any Indebtedness of any Unrestricted  Subsidiary (including any
undertaking,  agreement or instrument  evidencing such  Indebtedness)  or (y) be
directly  or  indirectly   liable  for  any  Indebtedness  of  any  Unrestricted
Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall automatically be
deemed to be Unrestricted Subsidiaries.

          The  Corporation  may revoke any  Designation  of a  Subsidiary  as an
Unrestricted Subsidiary (a "Revocation") if:

          (A)  no Voting  Rights  Triggering  Event (other than a Voting  Rights
     Triggering  Event  described  in  clause  (1),  (3)  or  (5)  of  paragraph
     (f)(iii)(A)) shall have occurred and be continuing at the time of and after
     giving effect to such Revocation; and

          (B)  all Indebtedness  of  such  Unrestricted  Subsidiary  outstanding
     immediately  following such Revocation  would, if incurred at such time, be
     permitted  to  be  incurred  for  all  purposes  of  this   Certificate  of
     Designation.

          All  Designations  and Revocations must be evidenced by resolutions of
the Board of Directors of the Corporation  delivered to each Significant  Holder
certifying compliance with the foregoing provisions.

          (xii)Conduct  of  Business.   The  Corporation  and   the   Restricted
Subsidiaries shall not engage in any business other than a Permitted Business.

          (xiii)Sale  and  Leaseback.  The  Corporation  will not,  and will not
permit any of its Restricted  Subsidiaries to, enter into any Sale and Leaseback
Transaction unless (a) the Corporation or its Restricted  Subsidiaries  entering
into such Sale and Leaseback  Transaction  could have incurred the  Indebtedness
relating to such Sale and  Leaseback  pursuant to paragraph  (j)(iv) and (b) the
net cash proceeds of such Sale and Leaseback  Transaction  are at least equal to
the Fair Market Value of such  property as  determined by the Board of Directors
of the Corporation and are applied in accordance with paragraph (j)(xv).

          (xiv)Reports;  Books,  Records and Access.  So long as the Corporation
is subject to the periodic  reporting  requirements of the Exchange Act, it will
file the information  required thereby with the Commission and will furnish such
information  to  Holders  upon  filing  thereof  with  the  Commission.  If  the
Corporation is entitled under the Exchange Act not to file such information with
the Commission, it will nonetheless file such information with the Commission to
the extent permitted by the Commission and further will furnish such information
to  Holders  on the date on which  filing  with the  Commission  would have been
required.

          (xv) Asset Sales.  (A) The Corporation  shall not, and shall not cause
or permit any Restricted  Subsidiary to,  directly or indirectly,  consummate an
Asset Sale, unless (i) at least 85% of the consideration from such Asset Sale is
received in cash or Cash Equivalents and (ii) the Corporation or such Restricted
Subsidiary receives  consideration at the time of such Asset Sale at least equal
to the Fair  Market  Value of the shares or assets  subject to such Asset  Sale;
provided,  however,  that the  amount  of (x) any  liabilities  (as shown on the
Corporation's or such Restricted  Subsidiary's most recent balance sheet) of the
Corporation or any Restricted  Subsidiary  that are assumed by the transferee of
such assets  pursuant  to any  arrangement  releasing  the  Corporation  or such
Restricted  Subsidiary  from  further  liability  and (y)  any  notes  or  other
obligations  received by the Corporation or any such Restricted  Subsidiary from
such  transferee  that are  immediately  converted  by the  Corporation  or such
Restricted  Subsidiary into cash (to the extent of the cash received),  shall be
deemed to be cash for purposes of this  provision.  Notwithstanding  anything to
the  contrary  contained  herein,  any Asset Sale to OSI Funding  Corp.  (or any
successor  entity  thereof) in the ordinary  course of business  consistent with
past practices shall be deemed to have complied with clause (ii) above.

          (B)  Within 365 days after  the receipt of any  net cash proceeds from
an Asset Sale, the  Corporation or the applicable  Restricted  Subsidiary  shall
apply such net cash proceeds (i) to repay Indebtedness of the Corporation or any
Restricted  Subsidiary and permanently reduce any related commitment and/or (ii)
to the  acquisition  of a controlling  interest in any Permitted  Business,  the
making of a capital  expenditure or the  acquisition of Purchased  Portfolios or
any other  long-term  assets,  in each case, in, or that is used or useful in, a
Permitted  Business  and/or (iii) to make an  Investment in properties or assets
that replace the  properties  or assets that are the subject of such Asset Sale.
Pending the final application of any such net cash proceeds, the Corporation may
invest  such net cash  proceeds  in any manner  that is not  prohibited  by this
Certificate of Designation and in any event may temporarily reduce  Indebtedness
under a revolving credit facility  otherwise  permitted to be entered into under
this  Certificate of Designation,  or otherwise may invest such proceeds in Cash
Equivalents.

          (k)  Transfer Agent and  Registrar.  The  Corporation  is the transfer
agent (the "Transfer Agent") and registrar for the Senior Preferred Stock.

          (l)  Definitions.  As used in this  Certificate  of  Designation,  the
following  terms shall have the  following  meanings  (with terms defined in the
singular  having  comparable  meanings  when used in the plural and vice versa),
unless the context otherwise requires:

          "Accrued Dividend Amount" shall have the meaning provided in paragraph
(c)(i).

          "Accrued Dividend Rate" means an annual rate equal to 14%.

          "Acquired  Indebtedness" means Indebtedness of a Person (i) assumed in
connection  with an Asset  Acquisition  from such Person or (ii) existing at the
time such  Person  is  merged  with or into or  otherwise  becomes a  Restricted
Subsidiary of any other Person (including,  without limitation, any Indebtedness
incurred in connection with, or in contemplation  of, such Asset  Acquisition or
such  Person  merging  with or  into or  otherwise  becoming  such a  Restricted
Subsidiary). Acquired Indebtedness shall be deemed to be incurred on the date of
the related Asset Acquisition from any Person or the date the acquired Person is
merged with or into or otherwise  becomes a Restricted  Subsidiary,  as the case
may be.

          "Advisory Services  Agreement" means the Advisory Services  Agreement,
dated as of September 21, 1995, between the Company and Madison Dearborn Capital
Partners  III,  L.P. (as  successor to MDC  Management  Company III,  L.P.),  as
amended from time to time.

          "Affiliate" means with respect to any specified Person:  (i) any other
Person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with such specified  Person;  (ii) any other Person that
owns,  directly or indirectly,  10% or more of such specified  Person's  Capital
Stock;  or (iii) any other  Person 10% or more of the  Voting  Stock of which is
beneficially  owned or held directly or indirectly by such specified Person. For
the  purposes  of this  definition,  "control"  when  used with  respect  to any
specified  Person means the power to direct the  management and policies of such
Person, directly or indirectly,  whether through ownership of voting securities,
by contract or otherwise;  and the terms  "controlling"  and  "controlled"  have
meanings correlative to the foregoing.  Notwithstanding anything to the contrary
contained herein, no portfolio company of Madison Dearborn Capital Partners III,
L.P., nor any portfolio  company of a fund managed by or affiliated with Madison
Dearborn Partners,  Inc., shall be deemed an Affiliate of the Corporation.  None
of Ares, DB, First Union, Abbott Capital 1330 Investors II, L.P., Abbott Capital
Private Equity Fund III, L.P., BNY Partners Fund, L.L.C., Heller Financial, Inc.
or Magnetite  Asset Investors  L.L.C.  shall be deemed to be an Affiliate of the
Corporation.

          "Ares" means Ares Leveraged  Investment  Fund, L.P. and Ares Leveraged
Investment Fund II, L.P. and/or any of their Affiliates.

          "Asset  Acquisition" means (i) an Investment by the Corporation or any
Restricted  Subsidiary  in any other  Person  pursuant to which such Person will
become a Restricted  Subsidiary or will be merged or  consolidated  with or into
the  Corporation  or any  Restricted  Subsidiary or (ii) the  acquisition by the
Corporation  or any  Restricted  Subsidiary  of the assets of any  Person  which
constitute  substantially  all of the assets of such Person,  or any division or
line of business of such Person,  or which is otherwise  outside of the ordinary
course of business.

          "Asset Sale" means any sale, issuance,  conveyance,  transfer or other
disposition   (including   pursuant  to  a  Sale  and   Leaseback   Transaction)
(collectively,  a "transfer"),  in one or a series of related transactions,  of:
(i)  any  Capital  Stock  of  any  Restricted  Subsidiary  (other  than  to  the
Corporation or any other Restricted Subsidiary); or (ii) any other properties or
assets  of the  Corporation  or any  Restricted  Subsidiary  other  than  in the
ordinary  course of  business.  For the  purposes of this  definition,  the term
"Asset Sale" shall not include:  (a) the transfer of all or substantially all of
the  assets  of  the  Corporation  in a  manner  permitted  pursuant  to  and in
accordance  with the  provisions of paragraph  (j)(viii)  hereof or any transfer
that   constitutes  a  Change  of  Control   pursuant  to  this  Certificate  of
Designation;  (b)  any  transfer  that  is a  Restricted  Payment  or  Permitted
Investment that is permitted  under the provisions of paragraph  (j)(ii) hereof;
(c) any transfer or related series of transfers of assets with an aggregate Fair
Market Value of less than $1.0 million; or (d) any sale of a Purchased Portfolio
in the ordinary course of business.

          "Average  Life  to  Stated  Maturity"  means,   when  applied  to  any
Indebtedness  at any date of  determination,  the  number of years  obtained  by
dividing  (a)  the  then   outstanding   aggregate   principal  amount  of  such
Indebtedness  into  (b)  the  sum  of the  total  of the  products  obtained  by
multiplying  (i) the amount of each then  remaining  installment,  sinking fund,
serial  maturity or other required  payment of principal,  including  payment at
final maturity,  in respect thereof,  by (ii) the number of years (calculated to
the nearest  one-twelfth)  which will elapse between such date and the making of
such payment.

          "Board of  Directors"  shall have the  meaning  provided  in the first
paragraph of this Certificate of Designation.

          "Business Day" means any day except a Saturday,  a Sunday, or a day on
which banking  institutions in The City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed.

          "Capital  Stock"  means,  (i) with  respect  to any  Person  that is a
corporation,  corporate  stock;  (ii)  with  respect  to any  Person  that is an
association or business entity, any and all shares,  interests,  participations,
rights or other  equivalents  (however  designated and whether or not voting) of
corporate  stock,  including  each class of Common Stock and Preferred  Stock of
such Person; (iii) with respect to any Person that is not a corporation, any and
all partnership,  membership or other equity interests of such Person;  and (iv)
any other  interest  or  participation  that  confers  on a Person  the right to
receive a share of the profits and losses of, or distributions of the assets of,
the issuing Person.

          "Capitalized  Lease  Obligation"  means,  at  the  time  determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be  required  to be  capitalized  on a balance  sheet in
accordance with GAAP.

          "Cash Equivalents" means, at any time, (i) United States dollars, (ii)
securities  issued or  directly  and fully  guaranteed  or insured by the United
States government or any agency or instrumentality  thereof having maturities of
not more  than one year  from the date of  acquisition,  (iii)  certificates  of
deposit and  eurodollar  time deposits with  maturities of one year or less from
the date of acquisition,  bankers' acceptances with maturities not exceeding one
year and overnight bank deposits, in each case with any domestic commercial bank
having  capital and surplus in excess of $500.0 million and a Thomson Bank Watch
Rating of "B" or better,  (iv)  repurchase  obligations  with a term of not more
than seven days for underlying securities of the types described in clauses (ii)
and  (iii)  above  entered  into  with any  financial  institution  meeting  the
qualifications  specified in clause (iii) above and (v)  commercial  paper rated
A-1 or higher by  Standard  & Poor's  Corporation  or P-1 by  Moody's  Investors
Service,  Inc.  and in each  case  maturing  within  one year  after the date of
acquisition.

          "Certificate  of  Designation"  means this  Certificate of Designation
creating the Senior Preferred Stock.

          "Certificate of Incorporation"  shall have the meaning provided in the
first paragraph of this Certificate of Designation.

          "Change  of  Control"  means  the  occurrence,  after  the date of the
Recapitalization, of any of the following events (whether or not approved by the
Board of  Directors  of the  Corporation):  (i) any "person" or "group" (as such
terms are used in  Sections  13(d) and 14(d) of the  Exchange  Act),  other than
Permitted  Holders,  is or becomes the  "beneficial  owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act,  except that a Person shall be deemed to
have "beneficial  ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time),  directly or  indirectly,  of 50% or more of the total voting power of
the then outstanding Voting Stock of the Corporation;  (ii) during any period of
two  consecutive  years,  individuals  who  at  the  beginning  of  such  period
constituted  the Board of Directors of the  Corporation  (together  with any new
directors  whose election to such board or whose  nomination for election by the
stockholders of the Corporation was approved by a vote of at least a majority of
the directors then still in office who were either directors at the beginning of
such period or whose  election or  nomination  for  election was  previously  so
approved)  cease for any  reason  to  constitute  a  majority  of such  Board of
Directors then in office; (iii) the Corporation consolidates with or merges with
or into any Person (other than a Wholly Owned  Restricted  Subsidiary) or sells,
assigns,   conveys,   transfers,   leases  or  otherwise   disposes  of  all  or
substantially  all of its  assets  to any  Person  (other  than a  Wholly  Owned
Restricted Subsidiary),  or any corporation  consolidates with or merges into or
with the  Corporation,  in any such event pursuant to a transaction in which the
outstanding  Voting Stock of the  Corporation  is changed into or exchanged  for
cash,  securities or other property,  other than any such transaction  where the
outstanding  Voting Stock of the  Corporation is not changed or exchanged at all
(except to the extent  necessary  solely to reflect a change in the jurisdiction
of incorporation  of the Corporation) or where (A) the outstanding  Voting Stock
of the  Corporation  is changed  into or  exchanged  for (x) Voting Stock of the
surviving  corporation  which  is not  Redeemable  Capital  Stock  or (y)  cash,
securities  and  other  property  (other  than  Capital  Stock of the  surviving
corporation) in an amount which could be paid by the Corporation as a Restricted
Payment as described under  paragraph  (j)(ii) (and such amount shall be treated
as a Restricted  Payment  subject to the provisions  described  under  paragraph
(j)(ii)) and (B) no "person" or "group" owns immediately after such transaction,
directly or indirectly,  more of the total voting power of the then  outstanding
Voting  Stock of the  surviving  corporation  than the total voting power of the
then outstanding Voting Stock of the surviving corporation held by the Permitted
Holders;  or (iv) any order,  judgment  or decree  shall be entered  against the
Corporation  decreeing the  dissolution or split-up of the  Corporation and such
order shall  remain  undischarged  or  unstayed  for a period in excess of sixty
days.

          "Class A Senior  Preferred  Stock" shall have the meaning  provided in
paragraph (a).

          "Class B Senior  Preferred  Stock" shall have the meaning  provided in
paragraph (a).

          "Commission"  means the  Securities and Exchange  Commission,  as from
time to time  constituted,  created  under the  Exchange  Act or, if at any time
after the Issue Date such  Commission is not existing and  performing the duties
now assigned to it under the Exchange  Act, the body  performing  such duties at
such time.

          "Common  Stock" of any Person  means all Capital  Stock of such Person
that is generally entitled to:

          (i)  vote in the election of directors of such Person or

          (ii) if  such  Person  is   not  a  corporation,   vote  or  otherwise
     participate in the selection of the governing body,  partners,  managers or
     others that will control the management and policies of such Person.

          "Consolidated  Cash Flow Available for Fixed Charges"  means,  for any
period,  the Consolidated Net Income of the Corporation for such period plus (i)
an  amount  equal  to any  extraordinary  loss  plus any net  loss  realized  in
connection  with all Asset Sales (to the extent  such  losses  were  deducted in
computing such Consolidated Net Income),  plus (ii) provision for taxes based on
income or profits of the  Corporation and its Restricted  Subsidiaries  for such
period,  to the extent that such  provision  for taxes was deducted in computing
such Consolidated Net Income,  plus (iii)  consolidated  interest expense of the
Corporation  and its Restricted  Subsidiaries  for such period,  whether paid or
accrued  and  whether  or  not  capitalized   (including,   without  limitation,
amortization  of  original  issue  discount,  non-cash  interest  payments,  the
interest component of any deferred payment  obligations,  the interest component
of all payments associated with Capitalized Lease Obligations,  imputed interest
with respect to Indebtedness attributable to any Sale and Leaseback Transaction,
commissions,  discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings,  and net payments (if any) pursuant
to Hedging  Obligations),  to the extent that any such  expense was  deducted in
computing such  Consolidated  Net Income,  plus (iv) any  Consolidated  Non-Cash
Charges that were deducted in computing such  Consolidated Net Income,  less (v)
the  aggregate  amount of contingent  and  "earnout"  payments in respect of any
Permitted Business acquired by the Corporation or any Restricted Subsidiary that
are paid in cash during such period and less (vi) any non-cash items  increasing
Consolidated Net Income for such period.

          "Consolidated  Fixed  Charge  Coverage  Ratio"  means the ratio of the
aggregate  amount of  Consolidated  Cash Flow Available for Fixed Charges of the
Corporation for the four full fiscal quarters immediately  preceding the date of
the transaction  (the  "Calculation  Date") giving rise to the need to calculate
the Consolidated  Fixed Charge Coverage Ratio for which  consolidated  financial
information  of the  Corporation  is  available  (such four full fiscal  quarter
period being  referred to herein as the "Four Quarter  Period") to the aggregate
amount of  Consolidated  Fixed Charges of the  Corporation for such Four Quarter
Period. In the event that the Corporation or any of its Restricted  Subsidiaries
incurs,  assumes,  guarantees or redeems any Indebtedness  (other than revolving
credit  or  other  similar  borrowings  which  may  be  repaid  and  reborrowed)
subsequent to the  commencement of the period for which the  Consolidated  Fixed
Charge  Coverage Ratio is being  calculated but prior to the  Calculation  Date,
then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro
forma  effect  to  such  incurrence,  assumption,  guarantee  or  redemption  of
Indebtedness,  as if the same had occurred at the  beginning  of the  applicable
Four  Quarter  Period.  In  addition,  for  purposes  of making the  computation
referred to above, (i) acquisitions  (including  Asset  Acquisitions)  that have
been made by the  Corporation or any of its Restricted  Subsidiaries,  including
through  mergers  or   consolidations   and  including  any  related   financing
transactions, during the Four Quarter Period or subsequent to such period and on
or prior to the  Calculation  Date shall be deemed to have occurred on the first
day of the Four Quarter  Period and  Consolidated  Cash Flow Available For Fixed
Charges and  Consolidated  Fixed  Charges for such  period  shall be  calculated
giving pro forma  effect  (excluding  any pro forma  increase  in  revenues  but
including  any pro  forma  expense  and cost  reductions  calculated  on a basis
consistent  with  Regulation  S-X  under  the  Securities  Act)  to  such  Asset
Acquisition  and without  giving effect to clause (iii) of the proviso set forth
in the definition of Consolidated  Net Income,  and (ii) the  Consolidated  Cash
Flow Available for Fixed Charges  attributable  to discontinued  operations,  as
determined in accordance with GAAP, and to operations or businesses  disposed of
prior to the Calculation  Date,  shall be excluded,  and (iii) the  Consolidated
Fixed  Charges  attributable  to  discontinued  operations,   as  determined  in
accordance  with GAAP, and to operations or businesses  disposed of prior to the
Calculation Date, shall be excluded, but only to the extent that the obligations
giving rise to such  Consolidated  Fixed Charges shall not be obligations of the
Corporation  or any of its  Restricted  Subsidiaries  following the  Calculation
Date.

          "Consolidated Fixed Charges" means, for any period, the sum of (i) the
consolidated interest expense of the Corporation and its Restricted Subsidiaries
for  such  period,  whether  paid or  accrued  and  whether  or not  capitalized
(including,  without  limitation,   amortization  of  original  issue  discount,
non-cash  interest  payments,  the interest  component  of any deferred  payment
obligations,  the interest component of all payments associated with Capitalized
Lease Obligations, imputed interest with respect to Indebtedness attributable to
any Sale and Leaseback  Transaction,  commissions,  discounts and other fees and
charges  incurred  in  respect  of  letter  of  credit  or  bankers'  acceptance
financings,  and net  payments  (if any)  pursuant to Hedging  Obligations,  but
excluding  amortization  of those  deferred  financing  costs  reflected  on the
Corporation's  combined  consolidated  balance  sheet  as of the  date  of  this
Certificate of Designation)  and (ii) the  consolidated  interest expense of the
Corporation and its Restricted  Subsidiaries  that was  capitalized  during such
period, and (iii) any interest expense on Indebtedness of another Person that is
guaranteed by the  Corporation or one of its Restricted  Subsidiaries or secured
by a Lien on assets of the  Corporation  or one of its  Restricted  Subsidiaries
(whether or not such  guarantee  or Lien is called upon) and (iv) the product of
(a) all cash dividend  payments (and non-cash dividend payments in the case of a
Person that is a Restricted Subsidiary) on any series of Preferred Stock of such
Person, times (b) a fraction,  the numerator of which is one and the denominator
of which is one  minus  the then  current  effective  federal,  state  and local
statutory  tax rate of such Person,  expressed as a decimal,  in each case, on a
consolidated basis and in accordance with GAAP.

          "Consolidated Net Income" means, for any period,  the aggregate of the
Net Income of the Corporation and its Restricted  Subsidiaries  for such period,
on a consolidated  basis,  determined in accordance with GAAP; provided that (i)
the Net Income (but not loss) of any Person that is not a Restricted  Subsidiary
or that is accounted for by the equity  method of  accounting  shall be included
only to the extent of the amount of dividends or  distributions  paid in cash to
the Corporation or a Wholly Owned Restricted  Subsidiary  thereof,  (ii) the Net
Income of any  Restricted  Subsidiary  shall be  excluded to the extent that the
declaration or payment of dividends or similar  distributions  by the Restricted
Subsidiary  of that Net  Income  is not at the date of  determination  permitted
without  any  prior  governmental  approval  (that  has not been  obtained)  or,
directly  or  indirectly,  by  operation  of the  terms  of its  charter  or any
agreement,  instrument,  judgment,  decree, order, statute, rule or governmental
regulation applicable to that Restricted  Subsidiary or its stockholders,  (iii)
the Net Income of any Person  acquired in a pooling of interest  transaction for
any period prior to the date of such  acquisition  shall be  excluded,  (iv) the
cumulative effect of a change in accounting principles shall be excluded and (v)
the Net Income of any Unrestricted  Subsidiary shall be excluded,  except to the
extent set forth in clause (i) above.

          "Consolidated  Non-cash Charges" means, for any period,  the aggregate
depreciation  and  amortization  (including (i)  amortization of goodwill,  (ii)
amortization of Purchased Portfolios, (iii) amortization of amounts reflected on
the  Corporation's  combined  consolidated  balance sheet as of the date of this
Certificate  of  Designation  related  to  "in-process   technology,"  (iv)  any
incremental  increase  in  amortization  of  account  inventory  resulting  from
write-ups of such inventory in connection with the purchase accounting treatment
of an acquisition and (v)  amortization of other  intangibles and other non-cash
charges (excluding any such intangible and non-cash charge to the extent that it
represents  an accrual of or reserve  for cash  charges in any future  period or
amortization  of a prepaid cash expense that was paid in a prior period)) of the
Corporation  and its  Restricted  Subsidiaries  for such  period,  in each case,
determined on a consolidated basis in accordance with GAAP.

          "Corporation"  shall have the meaning  provided in the first paragraph
of this Certificate of Designation.

          "Credit  Agreement"  means the Senior Secured Credit Facility dated as
of  November  30,  1999  among  the  Corporation,  certain  subsidiaries  of the
Corporation,  as guarantors,  DLJ Capital Funding,  Inc., as Syndication  Agent,
Fleet National Bank, N.A., as  Administrative  Agent, and Harris Trust & Savings
Bank, as Documentation Agent, and the other financial  institutions from time to
time party  thereto,  together  with the  related  documents  (including  notes,
guarantees,   collateral  documents,  instruments  and  agreements  executed  in
connection therewith),  and in each case as amended (including any amendment and
restatement thereof),  modified,  renewed, refunded, replaced or refinanced from
time to time,  including any agreement  extending the maturity of,  refinancing,
replacing  or  otherwise  restructuring  (including  increasing  the  amount  of
available  borrowings  thereunder  or  adding  Restricted  Subsidiaries  of  the
Corporation as additional borrowers or guarantors thereunder) all or any portion
of the  Indebtedness  under  such  agreement  or any  successor  or  replacement
agreement  and  whether  by the  same or any  other  agent,  lender  or group of
creditors.

          "DB" means DB Capital Investors, L.P. and/or any of its Affiliates.

          "Default  Dividends"  shall have the  meaning  provided  in  paragraph
(c)(i).

          "Designation" shall have the meaning provided in paragraph(j)(xi).

          "Designation    Amount"   shall   have   the   meaning   provided   in
paragraph(j)(xi).

          "Disinterested  Director"  means,  with respect to any  transaction or
series  of  related  transaction,  a member  of the  Board of  Directors  of the
Corporation who does not have any material direct or indirect financial interest
in or with respect to such transaction or series of related transactions.

          "Dividend  Default"  shall  have the  meaning  provided  in  paragraph
(f)(iii)(A).

          "Dividend  Payment  Date"  means  March  1,  June 1,  September  1 and
December 1 of each year.

          "Dividend  Period" means the Initial Dividend Period and,  thereafter,
each  quarterly  period  from a  Dividend  Payment  Date to the  next  following
Dividend Payment Date (but without including such Dividend Payment Date).

          "Dividend  Record  Date"  means  February  15,  May 15,  August 15 and
November 15 of each year.

          "Equity  Investor"  means   collectively,   Madison  Dearborn  Capital
Partners  III,  L.P.,  Madison  Dearborn  Special  Equity III,  L.P. and Special
Advisers Fund I, L.L.C.

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "Fair Market Value" means, with respect to any asset or property,  the
price which could be negotiated in an arm's-length, free market transaction, for
cash,  between an informed and willing seller under no compulsion to sell and an
informed and willing buyer,  neither of which is under pressure or compulsion to
complete the transaction.  Fair Market Value shall be determined by the Board of
Directors of the  Corporation or the  applicable  Restricted  Subsidiary  acting
reasonably and in good faith.

          "First  Union"  means First Union  Investors,  Inc.  and/or any of its
Affiliates.

          "GAAP"  means,  at  any  date  of  determination,  generally  accepted
accounting principles in effect in the United States which are applicable at the
date of determination.

          "guarantee" means a guarantee (other than by endorsement of negotiable
instruments  for  collection  in the  ordinary  course of  business),  direct or
indirect,  in any manner (including,  without limitation,  letters of credit and
reimbursement  agreements  in  respect  thereof),  of  all or  any  part  of any
Indebtedness.

          "Hedging   Obligations"   means,  with  respect  to  any  Person,  the
obligations of such Person under (i) currency exchange agreements, interest rate
swap agreements, interest rate cap agreements or interest rate collar agreements
and (ii) other  agreements  or  arrangements  designed  to protect  such  Person
against fluctuations in currency exchange or interest rates.

          "Holder"  means a  holder  of  shares  of  Senior  Preferred  Stock as
reflected  in the  register  maintained  by the  Transfer  Agent for the  Senior
Preferred Stock.

          "incur" shall have the meaning provided in paragraph (j)(iv).

          "Indebtedness"  means, with respect to any Person, any indebtedness of
such  Person,  whether  or not  contingent,  in  respect  of  borrowed  money or
evidenced  by bonds,  notes,  debentures  or similar  instruments  or letters of
credit (or reimbursement  agreements in respect thereof) or banker's acceptances
or representing Capitalized Lease Obligations or the balance deferred and unpaid
of the  purchase  price of any  property  (other than  contingent  or  "earnout"
payment  obligations) or representing any Hedging  Obligations  (except any such
balance that  constitutes an accrued expense or trade payable) or any Redeemable
Capital  Stock  of  such  Person,  if  and to the  extent  any of the  foregoing
indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability upon a balance sheet of such Person  prepared in accordance  with
GAAP, as well as all  indebtedness  of others  secured by a Lien on any asset of
such  Person in an amount  equal to the lesser of the  aggregate  amount of such
indebtedness  secured  by such Lien and the  value of all of the  assets of such
Person securing such  indebtedness  (whether or not such indebtedness is assumed
by such Person) and, to the extent not otherwise included, the guarantee by such
Person of any indebtedness of any other Person.

          "Indenture"  means the indenture  dated as of November 6, 1996, by and
between the Corporation and Wilmington Trust Company, as trustee,  governing the
Senior  Subordinated  Notes, as amended (including any amendment and restatement
thereof), modified, renewed, refunded, replaced or refinanced from time to time,
including any agreement  extending  the maturity of,  refinancing,  replacing or
otherwise  restructuring  all or any  portion  of the  Indebtedness  under  such
agreement or any successor or replacement agreement.

          "Independent  Financial  Advisor"  means an  accounting,  appraisal or
investment banking firm which is nationally  recognized within the United States
of America

               (i) which does not, and whose  directors,  officers and employees
     or Affiliates do not, have a direct or indirect  financial  interest in the
     Corporation or any of its Subsidiaries or Affiliates, and

               (ii)  which,  in the  judgment of the Board of  Directors  of the
     Corporation, is otherwise independent and qualified to perform the task for
     which it is to be engaged.

          "Initial  Dividend Period" means the dividend period commencing on the
Issue Date and ending on the first Dividend Payment Date to occur thereafter.

          "Investment" means, with respect to any Person, any direct or indirect
advance,  loan or other extension of credit  (including by means of a guarantee)
or capital contribution  (excluding  commission,  travel and similar advances to
officers and employees made in the ordinary  course of business) to (by means of
any transfer of cash or other  property to others or any payment for property or
services  for the  account or use of others or  otherwise),  or any  purchase or
acquisition by such Person of any Capital  Stock,  bonds,  notes,  debentures or
other securities or evidences of Indebtedness issued by any other Person and all
other items that would be classified as  investments on a balance sheet prepared
in accordance with GAAP. Investments shall exclude extensions of trade credit on
commercially  reasonable terms in accordance with normal trade practices. If the
Corporation or any Restricted  Subsidiary of the Corporation  sells or otherwise
disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of
the Corporation  such that, after giving effect to any such sale or disposition,
the  Corporation  no longer  owns,  directly  or  indirectly,  a majority of the
outstanding Capital Stock of such Restricted  Subsidiary,  the Corporation shall
be deemed to have made an Investment on the date of any such sale or disposition
equal  to the  Fair  Market  Value  of the  Capital  Stock  of  such  Restricted
Subsidiary not sold or disposed of.

          "Issue Date" means December 10, 1999.

          "Junior  Preferred  Stock" means the Company's  Junior Preferred Stock
issued in  connection  with the  Recapitalization,  with  terms  and  conditions
thereof as set forth in the Certificate of Designation of the Power, Preferences
and  Relative,  Participating,  Optional  and  Other  Special  Rights  of Junior
Preferred Stock, and Qualifications,  Limitations and Restrictions thereof filed
on the Issue Date.

          "Junior Securities" shall have the meaning provided in paragraph (b).

          "Lien" means, with respect to any asset, any mortgage,  lien,  pledge,
charge,  security  interest or encumbrance of any kind in respect of such asset,
whether or not filed,  recorded or  otherwise  perfected  under  applicable  law
(including any conditional sale or other title retention agreement, any lease in
the nature  thereof,  any option or other  agreement  to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

          "Liquidation  Preference"  means,  initially,  $1,000.00  per share of
Senior  Preferred Stock subject to increase as provided under  paragraph  (c)(i)
hereof and, thereafter, means the Liquidation Preference as so increased.

          "Mandatory  Redemption  Date"  shall  have  the  meaning  provided  in
paragraph (e)(ii).

          "Net Income" means, with respect to any Person,  the net income (loss)
of such Person,  determined in accordance  with GAAP and before any reduction in
respect of Preferred Stock dividends,  excluding, however, (i) any gain (but not
loss),  together  with any  related  provision  for  taxes on such gain (but not
loss),  realized  in  connection  with (a) any Asset  Sale  (including,  without
limitation, dispositions pursuant to Sale and Leaseback Transactions) or (b) the
disposition  of  any  securities  by  such  Person  or  any  of  its  Restricted
Subsidiaries or the  extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring gain (but
not loss),  together with any related provision for taxes on such  extraordinary
or nonrecurring gain (but not loss).

          "Non-Recourse  Debt" means  Indebtedness  (i) as to which  neither the
Corporation nor any of its Restricted  Subsidiaries  (a) provides credit support
of any kind  (including  any  undertaking,  agreement or  instrument  that would
constitute  Indebtedness),  (b) is directly or indirectly liable (as a guarantor
or otherwise),  or (c) constitutes the lender;  and (ii) no default with respect
to which  (including  any  rights  that  the  holders  thereof  may have to take
enforcement  action  against an  Unrestricted  Subsidiary)  would  permit  (upon
notice,  lapse of time or both)  any  holder of any  other  Indebtedness  of the
Corporation or any of its Restricted  Subsidiaries  to declare a default on such
other  Indebtedness  or cause the payment  thereof to be  accelerated or payable
prior to its  stated  maturity;  and  (iii) as to which  the  lenders  have been
notified in writing that they shall not have any recourse to the stock or assets
of the Corporation or any of its Restricted Subsidiaries.

          "Parity Securities" shall have the meaning provided in paragraph (b).

          "Permitted  Business"  means the business of the  Corporation  and its
Subsidiaries  as of the Issue Date and any other  business  reasonably  related,
ancillary or complementary thereto.

          "Permitted  Holders" means Ares, DB, First Union,  Abbott Capital 1330
Investors II, L.P.,  Abbott Capital  Private Equity Fund III, L.P., BNY Partners
Fund,  L.L.C.,  Heller  Financial,  Inc.,  Magnetite Asset Investors  L.L.C. and
Madison  Dearborn  Capital  Partners  III,  L.P.  and  any of  their  respective
Affiliates.

          "Permitted   Investments"   means:  (i)  any  Investment  (a)  by  the
Corporation or any Restricted  Subsidiary in the  Corporation or in a Restricted
Subsidiary  or  (b)  by   Unrestricted   Subsidiaries   in  other   Unrestricted
Subsidiaries;  (ii)  any  Investment  in cash and Cash  Equivalents;  (iii)  any
Investment by the Corporation or any Restricted  Subsidiary in a Person, if as a
result of such Investment (a) such Person becomes a Restricted Subsidiary or (b)
such Person is merged, consolidated or amalgamated with or into, or transfers or
conveys all or  substantially  all of its assets to, or is liquidated  into, the
Corporation or a Restricted Subsidiary;  (iv) any Investment made as a result of
the receipt of non-cash  consideration from an Asset Sale that was made pursuant
to and in compliance with the provisions of paragraph (j)(xv) hereof;  (v) other
Investments  in any  Person  (other  than a  Restricted  Subsidiary)  having  an
aggregate Fair Market Value  (measured on the date each such Investment was made
and without giving effect to subsequent  changes in value),  when taken together
with all other Investments made pursuant to this clause (v) that are at the time
outstanding,  not to exceed $7.5 million;  (vi) loans and advances to employees,
directors and officers of the Corporation and the Restricted Subsidiaries in the
ordinary  course  of  business  not to  exceed  $5.0  million  at any  one  time
outstanding;  (vii)  Investments  acquired  by  the  Corporation  or  any of its
Restricted  Subsidiaries  (A) in exchange for any other Investment or receivable
held by the Corporation or any such Restricted  Subsidiary in connection with or
as a result of a bankruptcy,  workout, reorganization or recapitalization of the
issuer  of  such  other  Investment  or  receivable  or  (B)  as a  result  of a
foreclosure  by the  Corporation  or any of  its  Restricted  Subsidiaries  with
respect to any secured Investment or other transfer of title with respect to any
secured  Investment  in  default;  (viii)  Investments  represented  by  Hedging
Obligations; (ix) any Investment existing on the Issue Date; (x) any acquisition
by  the  Corporation  or  any  of  its  Restricted   Subsidiaries  of  Purchased
Portfolios;  (xi) any acquisition of assets, Capital Stock, options, warrants or
other  rights to acquire  shares of  Capital  Stock or other  securities  by the
Corporation for consideration consisting of Common Stock or options, warrants or
other  rights to acquire  shares of Common Stock of the  Corporation;  and (xii)
subject  to  paragraph  (f)(ii),  Investments  the  payment  for which  consists
exclusively of Capital Stock (exclusive of Redeemable Capital Stock) or options,
warrants or other rights to acquire shares of Qualified Capital Stock.

          "Permitted  Payment"  shall have the  meaning  provided  in  paragraph
(j)(ii).

          "Person"  means  any  individual,  corporation,  partnership,  limited
liability corporation,  joint venture, association,  joint-stock company, trust,
unincorporated  organization  or government  or agency or political  subdivision
thereof.

          "Preferred Stock" means, with respect to any Person,  Capital Stock of
any class or classes  (however  designated) of such Person which is preferred as
to the payment of  dividends  or  distributions,  or as to the  distribution  of
assets upon any voluntary or  involuntary  liquidation  or  dissolution  of such
Person,  over Capital  Stock of any other class of such Person.  With respect to
the Corporation,  the term "Preferred  Stock" shall include the Senior Preferred
Stock.

          "property"  means  any  interest  in any kind of  property  or  asset,
whether real, personal or mixed, or tangible or intangible.

          "Purchase  Agreement" means the Purchase  Agreement dated December 10,
1999 by and among the  Corporation,  Ares Leveraged  Investment Fund, L.P., Ares
Leveraged  Investment  Fund II, L.P., DB Capital  Investors,  L.P.,  First Union
Investors,  Inc., Abbott Capital 1330 Investors II, L.P., Abbott Capital Private
Equity Fund III, L.P., BNY Partners Fund,  L.L.C.,  Heller  Financial,  Inc. and
Magnetite Asset Investors L.L.C.

          "Purchase Money Obligation" means Indebtedness of a Person incurred in
the normal course of business of such Person for the purpose of financing all or
any part of the purchase  price,  or the cost of  installation,  construction or
improvement of any property or assets.

          "Purchased  Portfolios" means account receivable  portfolios purchased
by the Corporation or any of its Restricted  Subsidiaries in the ordinary course
of business.

          "Qualified  Capital  Stock" of any  Person  means any and all  Capital
Stock of such Person other than Redeemable Capital Stock.

          "Recapitalization"  means  the  recapitalization  of  the  Corporation
pursuant to the Stock Subscription and Redemption  Agreement dated as of October
8, 1999 among the Corporation,  Madison Dearborn Capital Partners III, L.P., and
the  stockholders,  optionholders,  and  warrantholders of the Corporation party
thereto, which shall be consummated on the Issue Date.

          "Redeemable  Capital Stock" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable),  or upon the  happening of any event,  matures or is  mandatorily
reedemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the  holder  thereof,  in whole or in part,  on or prior to the
date that is 91 days after the Stated Maturity of the Senior Preferred Stock.

          "Redemption  Date"  with  respect  to any  shares of Senior  Preferred
Stock,  means  the date on which  such  shares  of  Senior  Preferred  Stock are
redeemed by the Corporation.

          "Redemption  Notice"  shall have the  meaning  provided  in  paragraph
(e)(iii).

          "refinancing" shall have the meaning provided in paragraph (j)(iv).

          "Registration   Rights   Agreement"  means  the  Registration   Rights
Agreement  dated as of the Issue  Date  among the  Corporation,  Ares  Leveraged
Investment  Fund,  L.P.,  Ares  Leveraged  Investment  Fund II, L.P., DB Capital
Investors,  L.P., First Union Investors, Inc., Abbott Capital 1330 Investors II,
L.P.,  Abbott Capital Private Equity Fund III, L.P., BNY Partners Fund,  L.L.C.,
Heller  Financial,  Inc.,  and  Magnetite  Asset  Investors  L.L.C.  as  initial
purchasers of the Senior  Preferred  Stock,  relating to the registration of the
Senior Preferred Stock.

          "Required  Holders" means holders of more than 50% of the  outstanding
shares of Senior Preferred Stock.

          "Resolution" shall have the meaning provided in the first paragraph of
this Certificate of Designation.

          "Restricted  Payments"  shall have the meaning  provided in  paragraph
(j)(ii).

          "Restricted  Subsidiary"  means any Subsidiary of the Corporation that
has not been designated by the Board of Directors of the Corporation, by a board
resolution delivered to the Significant  Holders, as an Unrestricted  Subsidiary
or a direct or indirect Subsidiary of an Unrestricted Subsidiary pursuant to and
in compliance with paragraph  (j)(xi).  Any such designation may be revoked by a
board  resolution of the Board of Directors of the Corporation  delivered to the
Significant Holders subject to the provisions of paragraph (j)(xi).

          "Revocation" shall have the meaning provided in paragraph (j)(xi).

          "Sale  and  Leaseback   Transaction"  means  any  direct  or  indirect
arrangement  with any Person or to which any such  Person is a party,  providing
for the leasing to the  Corporation or a Restricted  Subsidiary of any property,
whether owned by the Corporation or any Restricted  Subsidiary on the Issue Date
or  later  acquired,  which  has  been or is to be sold  or  transferred  by the
Corporation or such Restricted  Subsidiary to such Person or to any other Person
from whom funds have been or are to be advanced  by such Person on the  security
of such Property.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Senior Securities" shall have the meaning provided in paragraph (b).

          "Senior  Preferred Stock" shall have the meaning provided in paragraph
     (a).

          "Senior   Subordinated  Notes"  means  the  Corporation's  11%  Senior
Subordinated Notes due 2006.

          "Significant  Holder"  means (x) any Holder  which,  together with its
Affiliates,  holds at least 20% of the  outstanding  shares of Senior  Preferred
Stock and (y) Ares Leveraged  Investment Fund,  L.P., Ares Leveraged  Investment
Fund II, L.P. and any of their  respective  Affiliates  so long as such entities
described  in  this  clause  (y)  hold  in the  aggregate  at  least  15% of the
outstanding shares of Senior Preferred Stock.

          "Stated  Maturity"  means  (a) with  respect  to any  share of  Senior
Preferred Stock, the Mandatory Redemption Date, (b) with respect to any dividend
on the Senior  Preferred  Stock,  the dates  specified  in this  Certificate  of
Designation  as the fixed  date on which the  principal  of such share of Senior
Preferred  Stock or such dividend is due and payable and (c) with respect to any
other  Indebtedness,  the  date  specified  in  the  instrument  governing  such
Indebtedness  as the fixed date on which the principal of such  Indebtedness  or
any installment of interest is due and payable.

          "Subsidiary" means, with respect to any Person, (a) any corporation of
which the outstanding  shares of Voting Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors  shall at the time
be owned, directly or indirectly,  by such Person, (b) any partnership,  limited
liability  company,  association,  joint  venture or other  entity in which such
Person  and/or one or more of its  Subsidiaries  has at least a majority  of the
shares of Voting Stock of such entity at the time or (c) any partnership (i) the
sole general partner or the managing  general partner of which is such Person or
a Subsidiary of such Person or (ii) the only general  partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof).

          "Successor  Corporation"  shall have the meaning provided in paragraph
(j)(xiii).

          "Transfer Agent" shall have the meaning provided in paragraph (k).

          "Unrestricted  Subsidiary"  means each  Subsidiary of the  Corporation
designated as such pursuant to and in compliance  with  paragraph  (j)(xi).  Any
such  designation  may be revoked by a  resolution  of Board of Directors of the
Corporation  delivered to the Significant Holders,  subject to the provisions of
such paragraph (j)(xi).

          "Voting Rights  Triggering  Event" shall have the meaning  provided in
paragraph (f)(iii).

          "Voting Stock" means any class or classes of Capital Stock pursuant to
which  the  holders  thereof  have  the  general  voting  power  under  ordinary
circumstances  to elect at least a majority of the Board of Directors,  managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have,  voting power by reason of
the happening of any contingency).

          "Wholly Owned Restricted  Subsidiary" means any Restricted  Subsidiary
of which  100% of the  outstanding  Capital  Stock  is owned by the  Corporation
and/or  another  Wholly  Owned  Restricted  Subsidiary.  For  purposes  of  this
definition, any directors' qualifying shares shall be disregarded in determining
the ownership of a Restricted Subsidiary.
<PAGE>


          IN WITNESS WHEREOF,  said  Outsourcing  Solutions Inc. has caused this
Certificate of Designation to be signed by Timothy M. Hurd, its Secretary,  this
10th day of December, 1999.

                                       OUTSOURCING SOLUTIONS INC.


                                       By:   /s/ Timothy M. Hurd
                                             --------------------------------
                                             Name:  Timothy M. Hurd
                                             Title: Secretary



<PAGE>





              CERTIFICATE OF DESIGNATION OF THE POWER, PREFERENCES

             AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL

              RIGHTS OF JUNIOR PREFERRED STOCK, AND QUALIFICATIONS,

                      LIMITATIONS AND RESTRICTIONS THEREOF



     ----------------------------------------------------------------------

  Pursuant to Section 151 of the General Corporate Law of the State of Delaware

     ----------------------------------------------------------------------

          Outsourcing   Solutions  Inc.  (the   "Corporation"),   a  corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware,  does hereby  certify that,  pursuant to authority  conferred upon the
board  of  directors  of the  Corporation  (the  "Board  of  Directors")  by its
Certificate  of  Incorporation,  as  amended  (hereinafter  referred  to as  the
"Certificate of  Incorporation"),  and pursuant to the provisions of Section 151
of  the  General  Corporation  Law of the  State  of  Delaware,  said  Board  of
Directors,  by unanimous  written consent dated December 10, 1999, duly approved
and adopted the following resolution (the "Resolution"):

     RESOLVED,  that, pursuant to the authority vested in the Board of Directors
     by its  Certificate  of  Incorporation,  the Board of Directors does hereby
     create,  authorize and provide for the issuance of Junior  Preferred Stock,
     no par  value,  consisting  of  50,000  shares,  having  the  designations,
     preferences, relative, participating, optional and other special rights and
     the qualifications, limitations and restrictions thereof that are set forth
     in the Certificate of Incorporation and in this Resolution as follows:

     (a)  Designation.  There  is  hereby  created  out  of the  authorized  and
unissued shares of Preferred Stock of the Corporation a class of Preferred Stock
designated as the "Junior  Preferred  Stock." The number of shares  constituting
such  Junior  Preferred  Stock shall be 50,000.  Each share of Junior  Preferred
Stock is hereafter referred to as a "Junior Preferred Share."

     (b)  Voting Rights.

          The record  holders of the issued  and  outstanding  Junior  Preferred
Shares  shall  have no voting  rights,  unless  (and  then  only to the  extent)
otherwise expressly provided by law or as set forth below.

          In addition to any other vote required by this paragraph (b),  without
the affirmative vote of the holders of a majority of the Junior Preferred Stock,
voting separately as a class, the Corporation shall not amend the Certificate of
Incorporation of the Corporation,  including this Certificate of Designation, if
the amendment would alter or change the powers, preferences or special rights of
the shares of Junior Preferred Stock so as to affect them adversely  (within the
meaning of Section 242(b)(2) of the Delaware General Corporate Law).

     (c)  Dividend Rights.

          (1)  The record holders  shall be entitled to receive in preference to
all  holders  of  Common  Stock and any other  shares  of  capital  stock of the
Corporation  other than the Senior Preferred Stock (as defined below),  when, as
and if declared by the  Corporation's  Board of Directors  or a duly  authorized
committee thereof, out of funds legally available for the payment thereof, fully
cumulative  dividends  at the  Dividend  Rate set forth in  (c)(2)  below on the
Liquidation Preference (as defined in (d) below) on each Junior Preferred Share,
to be payable in arrears in additional  Junior  Preferred Shares (such dividends
paid in kind being herein referred to as "PIK Dividends") on the day immediately
succeeding  the last day of a Payment  Period (as such term is defined  below in
(c)(5))  (except that if any such date is a Saturday,  Sunday or legal  holiday,
then such  dividends  shall be payable  on the next day that is not a  Saturday,
Sunday or legal holiday) (each a "Dividend Payment Date"). Dividends shall cease
to  accrue  on  each  Junior  Preferred  Share  on its  date  of  redemption  or
conversion,  unless the  Corporation  defaults in its  obligations to convert or
redeem such shares.

          (2)  The "Dividend  Rate" shall be an annual rate of five percent (5%)
until  December 10, 2003,  and an annual rate of eight percent (8%)  thereafter;
provided,  however,  that the Dividend Rate shall be increased to twenty percent
(20%) upon the consummation of (i) a Change in Control, (ii) an Approved Sale or
(iii) a Major Public Offering.

          (3)  PIK Dividends with respect to any Payment Period shall be paid by
delivering to the record  holders of Junior  Preferred  Stock a number of Junior
Preferred Shares determined by dividing the Dividend Payment Amount with respect
to  such  Payment  Period  (as  defined  in  (c)(4)  below)  by the  Liquidation
Preference  (as  defined in (d) below) per share.  The  issuance of any such PIK
Dividend  in such  number  of  shares  shall  constitute  full  payment  of such
dividend.  Fractional  Junior  Preferred  Shares payable as PIK Dividends may be
paid by the Corporation, at its option, in cash. Any additional Junior Preferred
Shares issued pursuant to this section shall be subject in all respects,  except
as to issue date and the date from which  dividends  accrue and  cumulate as set
forth below, to the same terms as the Junior Preferred Shares  originally issued
hereunder.

          (4)  Dividends  shall accrue  (whether or not declared by the Board of
Directors) on the Liquidation  Preference on each Junior  Preferred Share during
each Payment Period and be fully  cumulative on a daily basis from the first day
of each Payment  Period to the last day of such Payment  Period (with the amount
of accrued  dividends  per share,  as expressed in dollars,  with respect to any
Payment Period  determined in accordance  with the  applicable  Dividend Rate or
Rates being herein referred to as the "Dividend Payment Amount"). In the case of
Junior  Preferred Stock issued and/or  accumulated as a PIK Dividend,  dividends
shall  accrue  (whether  or not  declared  by the  Board  of  Directors)  on the
Liquidation  Preference  and be  fully  cumulative  on a daily  basis  from  the
Dividend Payment Date in respect of which such shares were issued as a dividend.
Dividends  shall be paid to the holders of record of Junior  Preferred  Stock at
the close of business on the date  specified  by the Board of  Directors  of the
Corporation or a duly authorized  committee thereof at the time such dividend is
declared in accordance with the Delaware  General  Corporation Law (each of such
dates  being a "Record  Date").  A Record Date shall not be more than sixty (60)
days nor less than ten (10) days prior to the applicable Dividend Payment Date.

          (5)  The  term  "Payment  Period"  shall  mean  the  one  year  period
commencing on December 10, 1999 and each one year period thereafter during which
any Junior Preferred Shares are issued and outstanding;  provided, that, for the
purpose of  determining  any Dividend  Payment  Amount,  a Payment  Period shall
commence on the last  Dividend  Payment Date on which  dividends  were  actually
paid.

     (d)  Rights on Liquidation and Ranking.

          In the event of the  liquidation,  dissolution  or  winding-up  of the
Corporation,  whether  voluntary or  involuntary  (each a  "Liquidation"),  each
holder of a Junior  Preferred Share shall be entitled to receive with respect to
such Junior Preferred Share, before any distribution is made to or set aside for
the  holders  of  Common  Stock (or any other  shares  of  capital  stock of the
Corporation,  other than the Senior Preferred Stock), payable in cash or, if the
amount of cash available to the  Corporation is  insufficient,  out of the other
assets of the Corporation,  whether such assets are stated capital or surplus of
any nature,  an amount  equal to One  Thousand  Dollars  ($1,000.00)  per Junior
Preferred Share (the "Liquidation  Preference"),  plus all dividends accrued and
unpaid on such Junior Preferred Share on the date of final  distribution to such
holder,  whether or not authorized or declared. If the assets of the Corporation
available  for  distribution  to  holders  of Junior  Preferred  Stock  shall be
insufficient  to permit  the  payment  in full of the  amount  due such  holders
pursuant to this  paragraph  (d), all assets of the  Corporation  available  for
distribution to such holders shall be distributed pari passu among such holders.
The fair market value of any assets of the  Corporation  and the  proportion  of
cash and other assets  distributed  by the  Corporation to the holders of Junior
Preferred  Stock shall be  reasonably  determined in good faith by a vote of the
Board of Directors of the Corporation. Except as provided in this paragraph, the
holders of Junior  Preferred Shares shall not be entitled to any distribution in
the event of a  Liquidation.  For the  purposes of this  paragraph,  neither the
consolidation or merger of the Corporation into or with another corporation, nor
the sale of all or substantially all of the assets of the Corporation to another
corporation  or any other entity shall be deemed a  liquidation,  dissolution or
winding-up of the affairs of the Corporation. Notwithstanding anything herein to
the  contrary,  the Junior  Preferred  Stock ranks junior in all respects to the
Senior  Preferred Stock,  and no dividend  distributions  or distributions  upon
Liquidation  shall be made with respect to the Junior Preferred Stock (i) unless
and until all dividend  distributions  and  distributions  upon Liquidation with
respect to the Senior  Preferred  Stock have been made in full,  and (ii) unless
otherwise  made  in  accordance  with  the  limitations  in the  Certificate  of
Designation of the Senior  Preferred Stock. The Junior Preferred Stock will rank
senior to all other  capital  stock of the  Corporation  other  than the  Senior
Preferred Stock.

     (e)  Redemption Rights.

          (1)  Optional Redemption.  To the  extent that  the Corporation  shall
have funds legally  available  therefor,  the Corporation may, at its option, at
any  time  and  from  time  to  time,  and  subject  to the  limitations  in the
Certificate of Designation  for the Senior  Preferred  Stock,  redeem all or any
portion of the outstanding  Junior Preferred Shares (each a "Redemption")  for a
sum in cash equal to One Thousand Dollars ($1,000.00) per Junior Preferred Share
plus an amount in cash equal to all accrued and unpaid  dividends on such shares
through  the  date  fixed by the  Board of  Directors  for  such  redemption  (a
"Redemption  Date"),  whether or not  authorized  and  declared  (such sum being
referred to as the "Redemption Price").

          (2)  Mandatory  Redemption  . On  January  10,  2008  (the  "Mandatory
Redemption  Date"), the Corporation shall redeem, to the extent of funds legally
available  therefor,  in the manner provided for in paragraph (e)(3) hereof, all
or any portion of the outstanding  Junior  Preferred  Shares then outstanding at
the Redemption Price.  Notwithstanding the foregoing, the Junior Preferred Stock
shall not be redeemed pursuant to this paragraph (e)(2) at any time during which
the  Corporation  has failed to redeem the Senior  Preferred Stock in accordance
with its terms.

          (3)  Notice of  Redemption. Not more than sixty (60) nor less than ten
(10) days prior to any  Redemption  Date or the  Mandatory  Redemption  Date, as
appropriate,  the Corporation shall give written notice ("Redemption Notice") of
a  Redemption  to each holder of Junior  Preferred  Shares to be redeemed at its
address as it appears on the stock records of the Corporation by deposit thereof
in first class U.S. mail,  postage prepaid.  The Redemption  Notice shall state:

          (i)  the Redemption Price;

          (ii) whether all or less than all the outstanding shares of the Junior
Preferred  Stock are to be redeemed and the total number of shares of the Junior
Preferred Stock being redeemed;

          (iii)the date fixed for redemption;

          (iv) that the  holder  is to  surrender   to the  Corporation,  in the
manner,  at the place or places  and at the  Redemption  Price  designated,  his
certificate or certificates representing the shares of Junior Preferred Stock to
be redeemed; and

          (v)  that dividends on the shares of the Junior Preferred  Stock to be
redeemed  shall  cease  to  accumulate  on such  Redemption  Date  or  Mandatory
Redemption Date unless the Corporation defaults in the payment of the Redemption
Price.

On the Redemption Date or the Mandatory Redemption Date, as the case may be, the
Corporation  shall transfer to an account  designated by each holder of a Junior
Preferred Share to be redeemed the Redemption  Price thereof by wire transfer in
immediately available funds, but only upon each holder of Junior Preferred Stock
having  surrendered the certificate  representing such share of Junior Preferred
Stock to the  Corporation,  duly  endorsed  (or  otherwise  in  proper  form for
transfer,  as  determined  by the  Corporation),  in the manner and at the place
designated  in the  Redemption  Notice.  In the event  that less than all of the
shares  represented  by any  certificate  so  surrendered  are  redeemed,  a new
certificate shall be issued representing the unredeemed shares.

          (4)  Selection  of Shares.  The  Corporation  shall  select the Junior
Preferred  Shares to be  redeemed  in any  Redemption  in which  not all  Junior
Preferred Shares are able to be redeemed  pursuant to this paragraph so that the
Junior  Preferred  Shares of each holder selected for Redemption  shall bear the
same proportion to the total Junior Preferred Shares owned by that holder as the
proportion of all Junior  Preferred  Shares selected for Redemption bears to the
total  of  all  then  outstanding  Junior  Preferred  Shares,  but  adjusted  as
determined  by the Board of  Directors  to avoid the  redemption  of  fractional
Junior Preferred Shares.  Notice having been given as provided above, if, on the
date fixed for Redemption, funds necessary for the redemption shall be available
therefor and shall have been irrevocably deposited or set aside in trust for the
holders  of  the  Junior  Preferred  Shares,  then,   notwithstanding  that  the
certificates  representing  any shares so called for  Redemption  shall not have
been surrendered,  dividends with respect to the shares so called shall cease to
accrue after the date fixed for Redemption, such shares will no longer be deemed
outstanding,  the  holders  thereof  shall  cease  to  be  stockholders  of  the
Corporation  and all rights  whatsoever  with respect to such shares (except the
right of the holders to receive  the  Redemption  Price  without  interest  upon
surrender of their  certificates  therefor)  shall  terminate.  If funds legally
available  for such  purpose are not  sufficient  for  redemption  of the Junior
Preferred Shares to be redeemed pursuant to a Redemption,  then the certificates
representing  such  shares  shall be deemed not to be  surrendered,  such shares
shall remain  outstanding and the rights of holders of Junior  Preferred  Shares
thereafter  shall  continue  to be only  those of a holder of  Junior  Preferred
Shares.  Should any Junior  Preferred  Shares  required to be redeemed under the
terms of any Redemption not be redeemed solely by reason of limitations  imposed
by law, the applicable Junior Preferred Shares shall be redeemed on the earliest
possible date  thereafter  that the applicable  Junior  Preferred  Shares may be
redeemed to the maximum extent  permitted by law. Except as set forth above, the
Board of Directors shall  prescribe the manner in which any Redemption  shall be
effected.

          (f)  Conversion.

               (1) At the  consummation  of a Qualified  Public  Offering,  each
holder of Junior  Preferred  Shares shall have the right to convert all, but not
less than all, of such holder's Junior  Preferred Shares into a number of shares
of Voting Common Stock (the "Conversion  Stock") equal to (i) the sum of (A) the
number of Junior Preferred Shares to be converted  multiplied by $1,000 plus (B)
the amount of all accrued and unpaid dividends on the Junior Preferred Shares to
be  converted  (whether or not  declared)  from the last  Dividend  Payment Date
through the effective  date of the  conversion,  divided by (ii) the  Conversion
Price.  The  "Conversion  Price"  shall be the  price  per  share  at which  the
Corporation's Voting Common Stock is sold to the public in such Qualified Public
Offering.  The  Corporation  may,  at its  option,  pay cash in lieu of  issuing
fractional shares of Voting Common Stock in connection with such conversion.  At
least 30 days prior to the  effectiveness of a Qualified  Public  Offering,  the
Corporation shall provide written  notification (the "Notice") to each holder of
Junior  Preferred Stock that the  Corporation  intends to consummate a Qualified
Public Offering.  The Notice shall include the expected date of the consummation
of the Qualified Public Offering (the "Expected Date") and the expected range of
offering price to the public.  At least 10 days prior to the Expected Date, each
holder of Junior  Preferred  Stock who elects to convert  such  holder's  Junior
Preferred  Shares into  Conversion  Stock shall provide  written  notice of such
election to the  Corporation.  Any holder of Junior Preferred Stock who does not
provide written notice to the Corporation shall be deemed to have elected not to
convert  such  holder's  Junior  Preferred  Shares into  Conversion  Stock.  The
Conversion  Stock issued in connection with such conversion shall be entitled to
piggyback  registration  rights (including with respect to such Qualified Public
Offering) as set forth in the Stockholders Agreement.

               (2) Except as otherwise provided herein, the conversion of Junior
Preferred  Stock  shall  be  deemed  to  have  been  effected  at  the  time  of
consummation of the Qualified Public  Offering.  At the time any such conversion
has been  effected,  the  rights of the holder of the  Junior  Preferred  Shares
converted  shall  cease and the  Person or  Persons  in whose  name or names any
certificate or certificates for shares of Conversion Stock are to be issued upon
such  conversion  shall be deemed to have become the holder or holders of record
of the shares of Conversion Stock represented thereby.

               (3) As soon as possible after a conversion has been effected, the
Corporation shall deliver to the converting holder a certificate or certificates
representing the number of shares of Conversion Stock issuable by reason of such
conversion in such name or names and such  denomination or  denominations as the
converting holder has specified.

               (4) The issuance of certificates  for shares of Conversion  Stock
upon  conversion of Junior  Preferred  Stock shall be made without charge to the
holders of such  Junior  Preferred  Stock for any  issuance  tax (other  than in
connection  with a transfer into a different  name) in respect  thereof or other
cost incurred by the  Corporation  in connection  with such  conversion  and the
related issuance of shares of Conversion  Stock.  Upon conversion of each Junior
Preferred Share, the Corporation shall take all such actions as are necessary in
order  to  insure  that the  Conversion  Stock  issuable  with  respect  to such
conversion shall be validly issued, fully paid and nonassessable.

               (5) The  Corporation  shall  not  close  its  books  against  the
transfer of Junior  Preferred  Stock or of  Conversion  Stock issued or issuable
upon conversion of Junior  Preferred  Stock in any manner which  interferes with
the timely  conversion of Junior Preferred  Stock. The Corporation  shall assist
and cooperate  with any holder of Junior  Preferred  Stock  required to make any
governmental  filings  or  obtain  any  governmental  approval  prior  to  or in
connection with any conversion of Junior  Preferred Stock hereunder  (including,
without limitation, making any filings required to be made by the Corporation).

               (6) The Corporation shall in connection with any Qualified Public
Offering reserve and keep available out of its authorized but unissued shares of
Conversion Stock,  solely for the purpose of issuance upon the conversion of the
Junior  Preferred  Stock,  such  number  of shares  of  Conversion  Stock as the
Corporation  reasonably  believes  may be issuable  upon the  conversion  of all
outstanding  Junior Preferred Stock. All shares of Conversion Stock which are so
issuable  shall,  when  issued,  be duly  and  validly  issued,  fully  paid and
nonassessable.  The Corporation  shall take all such actions as may be necessary
to assure  that all such  shares of  Conversion  Stock may be so issued  without
violation of any applicable law or governmental  regulation or any  requirements
of any domestic securities exchange upon which shares of Conversion Stock may be
listed  (except  for  official  notice of issuance  which  shall be  immediately
delivered by the Corporation upon each such issuance). The Corporation shall not
take any action which would cause the number of authorized  but unissued  shares
of  Conversion  Stock to be less than the number of such  shares  required to be
reserved hereunder for issuance upon conversion of the Junior Preferred Stock.

          (g)  Transfers of Junior Preferred Shares. The Junior Preferred Shares
may not be sold,  assigned  or  transferred  by the  holders  without  the prior
written consent of the  Corporation,  and by acceptance of any Junior  Preferred
Shares,  the holder agrees not to sell,  assign or transfer such shares  without
such consent.

          (h)  Merger, Consolidation,  or Sale of Assets.  The Corporation shall
not  consolidate  or merge with or into (whether or not the  Corporation  is the
surviving  corporation),  or directly and/or indirectly through its subsidiaries
sell,  assign,   transfer,   lease,  convey  or  otherwise  dispose  of  all  or
substantially  all of the  properties  and  assets  of the  Corporation  and its
subsidiaries taken as a whole in one or more related transactions,  to any other
Person unless (A) (i) the  Corporation is the surviving  corporation or (ii) the
entity or the Person formed by or surviving any such consolidation or merger (if
other than the Corporation) or to which such sale, assignment,  transfer, lease,
conveyance  or other  disposition  shall  have been  made (the  entity or Person
described in this clause (ii),  the  "Successor  Corporation ") is a corporation
organized or existing under the laws of the United States,  any state thereof or
the  District of Columbia;  and (B) the  Successor  Corporation  assumes all the
obligations of the Corporation under this Certificate of Designation pursuant to
an  amendment  or  supplement  hereto  or  thereto,  as  applicable,  in a  form
reasonably  satisfactory  to the  holders of a majority  of the then  issued and
outstanding shares of Junior Preferred Stock.

          (i)  Definitions.  As used in this  Certificate  of  Designation,  the
following  terms shall have the  following  meanings  (with terms defined in the
singular  having  comparable  meanings  when used in the plural and vice versa),
unless the context otherwise requires:

               "Affiliate" means with respect to any specified  Person:  (i) any
other Person directly or indirectly controlling or controlled by or under direct
or indirect  common  control with such specified  Person;  (ii) any other Person
that  owns,  directly  or  indirectly,  10% or more of such  specified  Person's
capital stock; or (iii) any other Person 10% or more of the voting capital stock
of which is beneficially  owned or held directly or indirectly by such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified  Person means the power to direct the  management  and policies of
such  Person,  directly  or  indirectly,  whether  through  ownership  of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.

               "Approved  Sale"  shall have the  meaning  ascribed  to it in the
Stockholders Agreement (as in effect on the date hereof).

               "Change of Control" shall have the meaning  ascribed to it in the
Certificate of Designation for the Senior Preferred Stock.

               "Common Stock" means collectively the Voting Common Stock and the
Non-Voting Common Stock.

               "Qualified Public Offering" means any underwritten primary public
offering  registered  under the  Securities  Act of 1933 of capital stock of the
Corporation having an aggregate offering value of at least $50 million.

               "Major Public  Offering"  means an  underwritten  primary  public
offering  registered  under the  Securities  Act of 1933 of capital stock of the
Corporation in which the  Corporation  receives in excess of $200 million in net
proceeds (after deducting any underwriting fees or commissions).

               "Non-Voting  Common  Stock"  means the  Corporation's  Non-Voting
Common Stock, par value $0.01.

               "Person" means any individual, corporation,  partnership, limited
liability corporation,  joint venture, association,  joint-stock company, trust,
unincorporated  organization  or government  or agency or political  subdivision
thereof.

               "Senior  Preferred  Stock"  shall mean (a) the Class A 14% Senior
Mandatorily  Redeemable  Preferred Stock, (b) the Class B 14% Senior Mandatorily
Redeemable  Preferred Stock and (c) any other securities issued or issuable with
respect to or in exchange for such Senior  Preferred  Stock described in clauses
(a) or (b)  by  way  of  share  exchange,  stock  dividend,  stock  split  or in
connection with a combination of shares, recapitalization, merger, consolidation
or other  reorganization  or pursuant to any registration  agreement  applicable
thereto or otherwise.

               "Stockholders Agreement" means the Stockholders Agreement,  dated
as of December 10, 1999, by and among the Corporation and the Persons  signatory
thereto.

               "Voting  Common  Stock"  means the  Corporation's  Voting  Common
Stock, par value $0.01.

<PAGE>






          IN WITNESS WHEREOF,  said  Outsourcing  Solutions Inc. has caused this
Certificate of  Designation of Outsourcing  Solutions Inc. to be executed by its
officer thereunto duly authorized this 10th day of December, 1999.

                                       OUTSOURCING SOLUTIONS INC.

                                       By:    /s/ Timothy M. Hurd
                                              -------------------------------
                                       Name:  Timothy M. Hurd
                                       Title: Secretary


<PAGE>




              CERTIFICATE OF DESIGNATION OF THE POWER, PREFERENCES

             AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL

         RIGHTS OF SERIES B JUNIOR PREFERRED STOCK, AND QUALIFICATIONS,

                      LIMITATIONS AND RESTRICTIONS THEREOF



     ----------------------------------------------------------------------

  Pursuant to Section 151 of the General Corporate Law of the State of Delaware

     ----------------------------------------------------------------------

               Outsourcing  Solutions  Inc. (the  "Corporation"),  a corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware,  does hereby  certify that,  pursuant to authority  conferred upon the
board  of  directors  of the  Corporation  (the  "Board  of  Directors")  by its
Certificate  of  Incorporation,  as  amended  (hereinafter  referred  to as  the
"Certificate of  Incorporation"),  and pursuant to the provisions of Section 151
of  the  General  Corporation  Law of the  State  of  Delaware,  said  Board  of
Directors,  at a meeting  held on April 3, 2002,  duly  approved and adopted the
following resolution (the "Resolution"):

     RESOLVED,  that, pursuant to the authority vested in the Board of Directors
     by its  Certificate  of  Incorporation,  the Board of Directors does hereby
     create, authorize and provide for the issuance of Series B Junior Preferred
     Stock, no par value,  consisting of 7,500 shares,  having the designations,
     preferences, relative, participating, optional and other special rights and
     the qualifications, limitations and restrictions thereof that are set forth
     in the Certificate of Incorporation and in this Resolution as follows:

     (a)  Designation.  There is  hereby  created  out   of the  authorized  and
unissued shares of Preferred Stock of the Corporation a class of Preferred Stock
designated as the "Series B Junior  Preferred Stock"  (hereafter  referred to as
the "Series B Junior Preferred").  The number of shares constituting such Series
B Junior  Preferred shall be 7,500.  Each share of Series B Junior  Preferred is
hereafter referred to as a "Series B Junior Preferred Share."

     (b)  Voting Rights. The holders of the Series B Preferred shall be entitled
to notice of all  stockholders  meetings in  accordance  with the  Corporation's
bylaws, and except as otherwise  permitted by applicable law, the holders of the
Series B Junior  Preferred  shall be  entitled to vote as of the record date for
such vote or, if no record date is  specified,  as of the date of such vote,  on
all matters  submitted to the  stockholders for a vote together with the holders
of the Common Stock voting  together as a single class with each share of Common
Stock  entitled to one vote per share and each Series B Junior  Preferred  Share
entitled  to a certain  number of votes  equal to the result of the  Liquidation
Value divided by $49.00 per Series B Junior Preferred Share (as adjusted for any
stock split, stock dividend, recapitalization or similar transaction).

     (c)  Dividend Rights.

          (1)  The record  holders shall be entitled to receive in preference to
all holders of Common  Stock,  the Senior  Common  Stock and any other shares of
capital  stock of the  Corporation  other  than the Senior  Preferred  Stock (as
defined below),  when and as declared by the Corporation's Board of Directors or
a duly  authorized  committee  thereof,  out of funds legally  available for the
payment  thereof,  fully  cumulative  dividends in cash at the Dividend Rate set
forth in (c)(2) below on the Liquidation Value (as defined in (d) below) on each
Series B Junior Preferred Share.

          (2)  Dividends  on each Series B Junior  Preferred  Share shall accrue
(whether  or not  declared  by the Board of  Directors)  on a daily basis at the
Dividend Rate on the  Liquidation  Value thereof,  and accumulate on a quarterly
basis if not paid on each Payment Date from and  including  the date of issuance
of such Series B Junior  Preferred  Share to and including the first to occur of
(i) the date on which the  Liquidation  Value of such Series B Junior  Preferred
Share is paid to the holder  thereof in connection  with the  liquidation of the
Corporation  or the  redemption of such Series B Junior  Preferred  Share by the
Corporation  or (ii) the date on which such Series B Junior  Preferred  Share is
converted into shares of Capital Securities hereunder. The "Dividend Rate" shall
be an  annual  rate of  eighteen  percent  (18%);  provided,  however,  that the
Dividend  Rate shall  increase to  twenty-three  percent  (23%) on and after the
ninety-first  (91st) day following the  occurrence of a (i) Change in Control or
(ii) a Qualified Public Offering.

          (3)  If at any time the Corporation pays less than the total amount of
dividends  then  accrued  with  respect to the Series B Junior  Preferred,  such
payment shall be distributed  pro rata among the holders  thereof based upon the
aggregate  accrued but unpaid  dividends on the Series B Junior Preferred Shares
held by each such holder.
<PAGE>
     (d)  Rights on Liquidation and Ranking.

     In  the  event  of  the  liquidation,  dissolution  or  winding-up  of  the
Corporation,  whether  voluntary or  involuntary  (each a  "Liquidation"),  each
holder of a Series B Junior  Preferred  Share shall be entitled to receive  with
respect to such Series B Junior Preferred Share, before any distribution is made
to or set aside for the holders of Common Stock, the Senior Common Stock (or any
other  shares  of  capital  stock of the  Corporation,  other  than  the  Senior
Preferred  Stock),  payable in cash or, if the amount of cash  available  to the
Corporation is insufficient, out of the other assets of the Corporation, whether
such assets are stated capital or surplus of any nature,  an amount equal to One
Thousand  Dollars  ($1,000.00)  per Series B Junior  Preferred  Share,  plus all
accumulated  dividends  which are unpaid  with  respect to such  Series B Junior
Preferred  Share  (together,  the  "Liquidation  Value") plus accrued  dividends
thereon  on the  date of  final  distribution  to such  holder,  whether  or not
authorized  or  declared.  If  the  assets  of  the  Corporation  available  for
distribution  to holders of Series B Junior  Preferred  shall be insufficient to
permit  the  payment in full of the amount  due such  holders  pursuant  to this
paragraph (d), all assets of the Corporation  available for distribution to such
holders  shall be  distributed  pari passu among such  holders.  The fair market
value of any  assets of the  Corporation  and the  proportion  of cash and other
assets  distributed  by the  Corporation  to the  holders  of  Series  B  Junior
Preferred shall be reasonably determined in good faith by a vote of the Board of
Directors of the Corporation.  Notwithstanding the foregoing,  in the event of a
liquidation,  dissolution or winding-up of the affairs of the  Corporation  that
occurs  in  connection  with or at any  time  after a  Change  in  Control,  the
Liquidation  Value  shall  equal  the  Redemption  Price.  The  Series  B Junior
Preferred  ranks junior in all respects to the Senior  Preferred  Stock,  and no
dividend  distributions  or distributions  upon  Liquidation  shall be made with
respect to the  Series B Junior  Preferred  (i)  unless  and until all  dividend
distributions  and  distributions  upon  Liquidation  with respect to the Senior
Preferred  Stock  have  been made in full,  and (ii)  unless  otherwise  made in
accordance with the limitations in the Certificates of Designation of the Senior
Preferred  Stock.  The Series B Junior  Preferred  will rank senior to all other
capital stock of the Corporation other than the Senior Preferred Stock.

     (e)  Redemption Rights.

          (1)  Optional  Redemption. The Corporation may, at its option,  at any
time and from time to time, redeem all or any portion of the outstanding  Series
B Junior Preferred Shares (each a "Redemption")  for a sum in cash equal to 150%
of the sum of the Liquidation  Value plus accrued and unpaid  dividends  thereon
(the "Redemption Price"); provided,  however, that the Redemption Price shall be
increased to two hundred percent (200%) of the sum of the Liquidation Value plus
accrued and unpaid dividends  thereon on the  ninety-first  (91st) day following
the consummation of a (i) Change in Control or (ii) a Qualified Public Offering.
A date  fixed by the  Board of  Directors  for any  such  redemption  shall be a
"Redemption Date."

          (2)  Mandatory Redemption. On March 11, 2008 (the"Mandatory Redemption
Date"),  the Corporation  shall redeem,  in the manner provided for in paragraph
(e)(3) hereof,  all or any portion of the outstanding  Series B Junior Preferred
Shares then outstanding at the Redemption Price.

          (3)  Notice of Redemption.  Not more than sixty (60) nor less than ten
(10) days prior to any redemption pursuant to paragraph (e)(1) or (e)(2) hereof,
the Corporation shall give written notice ("Redemption  Notice") of a Redemption
to each holder of Series B Junior Preferred Shares to be redeemed at its address
as it appears  on the stock  records of the  Corporation  by deposit  thereof in
first class U.S. mail, postage prepaid. The Redemption Notice shall state:

          (i)  the Redemption Price;

          (ii) whether all or less than all the outstanding shares of the Series
B Junior  Preferred  are to be  redeemed  and the total  number of shares of the
Series B Junior Preferred being redeemed;

          (iii)the date fixed for redemption;

          (iv) that the  holder  is to  surrender  to the  Corporation,   in the
manner,  at the place or places  and at the  Redemption  Price  designated,  his
certificate or certificates representing the shares of Series B Junior Preferred
to be redeemed; and

          (v)  that dividends on the shares of the Series B Junior  Preferred to
be redeemed  shall cease to  accumulate  on such  Redemption  Date or  Mandatory
Redemption Date unless the Corporation defaults in the payment of the Redemption
Price.

On the Redemption Date or the Mandatory Redemption Date, as the case may be, the
Corporation shall transfer to an account designated by each holder of a Series B
Junior  Preferred  Share to be redeemed  the  Redemption  Price  thereof by wire
transfer in immediately  available  funds, but only upon each holder of Series B
Junior Preferred having  surrendered the certificate  representing such share of
Series B Junior  Preferred to the  Corporation,  duly  endorsed (or otherwise in
proper form for transfer,  as determined by the Corporation),  in the manner and
at the place  designated in the Redemption  Notice.  In the event that less than
all of the shares represented by any certificate so surrendered are redeemed,  a
new certificate shall be issued representing the unredeemed shares.

          (4)  Selection of Shares.  The  Corporation  shall select the Series B
Junior Preferred Shares to be redeemed in any Redemption in which not all Series
B Junior Preferred Shares are able to be redeemed  pursuant to this paragraph so
that the Series B Junior Preferred Shares of each holder selected for Redemption
shall bear the same  proportion  to the total Series B Junior  Preferred  Shares
owned by that holder as the proportion of all Series B Junior  Preferred  Shares
selected  for  Redemption  bears to the total of all then  outstanding  Series B
Junior Preferred Shares, but adjusted as determined by the Board of Directors to
avoid the  redemption of fractional  Series B Junior  Preferred  Shares.  Notice
having been given as provided above, if, on the date fixed for Redemption, funds
necessary  for the  redemption  shall be available  therefor and shall have been
irrevocably  deposited  or set aside in trust for the  holders  of the  Series B
Junior   Preferred   Shares,   then,   notwithstanding   that  the  certificates
representing   any  shares  so  called  for  Redemption   shall  not  have  been
surrendered,  dividends  with  respect  to the shares so called  shall  cease to
accrue after the date fixed for Redemption, such shares will no longer be deemed
outstanding,  the  holders  thereof  shall  cease  to  be  stockholders  of  the
Corporation  and all rights  whatsoever  with respect to such shares (except the
right of the holders to receive  the  Redemption  Price  without  interest  upon
surrender of their  certificates  therefor)  shall  terminate.  If funds legally
available  for such purpose are not  sufficient  for  redemption of the Series B
Junior  Preferred  Shares to be  redeemed  pursuant  to a  Redemption,  then the
certificates  representing  such shares  shall be deemed not to be  surrendered,
such  shares  shall  remain  outstanding  and the  rights of holders of Series B
Junior Preferred  Shares  thereafter shall continue to be only those of a holder
of Series B Junior Preferred Shares. Should any Series B Junior Preferred Shares
required to be redeemed under the terms of any Redemption not be redeemed solely
by  reason  of  limitations  imposed  by law,  the  applicable  Series  B Junior
Preferred Shares shall be redeemed on the earliest possible date thereafter that
the applicable  Series B Junior  Preferred Shares may be redeemed to the maximum
extent permitted by law. Except as set forth above, the Board of Directors shall
prescribe the manner in which any Redemption shall be effected.

     (f)  Conversion.

               (1)  Mandatory  Conversion  at Election of Majority  Holders.  In
connection  with,  or at any time after,  a Future  Offering,  upon receipt of a
Conversion  Notice the Corporation  shall convert all Series B Junior  Preferred
Shares into a number of shares of Capital Securities equal to (i) the Redemption
Price divided by (ii) the Conversion Price. The "Conversion  Price" shall be the
price per share or unit of securities at which the Capital  Securities  are sold
in such Future Offering. The Corporation may, at its option, pay cash in lieu of
issuing fractional shares or units of Capital Securities in connection with such
conversion.

               (2)  Except  as  otherwise  provided  herein,  the conversion  of
Series B Junior  Preferred  shall be deemed to have been effected as of the date
the  Conversion  Notice is delivered.  At the time any such  conversion has been
effected,  the rights of all  holders of the  Series B Junior  Preferred  Shares
shall cease and each Person or Persons shall be deemed to have become the holder
or holders of record of the shares of Capital Securities represented thereby and
shall become a party to and be bound by and subject to the terms and  conditions
of the Stockholders Agreement.

               (3)  As soon  as possible  after a conversion  has been  effected
and the holders  deliver  the Series B Junior  Preferred  certificate(s)  to the
Corporation for  cancellation,  the  Corporation  shall deliver to each holder a
certificate  or  certificates  representing  the  number of  shares  of  Capital
Securities  issuable by reason of such conversion in such name or names and such
denomination or denominations as the converting holder has specified.

               (4)  The issuance   of  certificates   for  shares   of   Capital
Securities  upon  conversion of Series B Junior  Preferred shall be made without
charge to the holders of such Series B Junior  Preferred  for any  issuance  tax
(other than in  connection  with a transfer  into a  different  name) in respect
thereof  or other cost  incurred  by the  Corporation  in  connection  with such
conversion and the related  issuance of Capital  Securities.  Upon conversion of
each  Series B Junior  Preferred  Share,  the  Corporation  shall  take all such
actions as are necessary in order to insure that the Capital Securities issuable
with  respect  to such  conversion  shall  be  validly  issued,  fully  paid and
nonassessable.

               (5)  The Corporation  shall  not  close  its  books  against  the
transfer  of  Series B Junior  Preferred  or of  Capital  Securities  issued  or
issuable  upon  conversion  of Series B Junior  Preferred  in any  manner  which
interferes  with  the  timely  conversion  of  Series B  Junior  Preferred.  The
Corporation  shall  assist  and  cooperate  with any  holder  of Series B Junior
Preferred  required to make any governmental  filings or obtain any governmental
approval  prior to or in  connection  with  any  conversion  of  Series B Junior
Preferred hereunder (including,  without limitation, making any filings required
to be made by the Corporation).

               (6)  The Corporation shall in connection with any Future Offering
reserve and keep available out of its authorized but unissued  shares of Capital
Securities  solely for the purpose of issuance upon the conversion of the Series
B  Junior  Preferred,  such  number  of  shares  of  Capital  Securities  as the
Corporation  reasonably  believes  may be issuable  upon the  conversion  of all
outstanding Series B Junior Preferred. All shares or units of Capital Securities
which are so issuable shall, when issued, be duly and validly issued, fully paid
and  nonassessable.  The  Corporation  shall  take  all such  actions  as may be
necessary to assure that all such shares or units of Capital  Securities  may be
so issued without violation of any applicable law or governmental  regulation or
any requirements of any domestic  securities exchange upon which shares or units
of Capital  Securities  may be listed  (except for  official  notice of issuance
which  shall  be  immediately  delivered  by  the  Corporation  upon  each  such
issuance).  The  Corporation  shall not take any action  which  would  cause the
number of authorized but unissued  shares of Capital  Securities to be less than
the number of such shares  required to be reserved  hereunder  for issuance upon
conversion of the Series B Junior Preferred.

     (h)  Transfers  of Series B Junior  Preferred  Shares.  The Series B Junior
Preferred Shares may not be sold, assigned or transferred by the holders without
the prior written  consent of the  Corporation or the Majority  Holders,  and by
acceptance  of any Series B Junior  Preferred  Shares,  the holder agrees not to
sell, assign or transfer such shares without such consent.

     (i) Merger,  Consolidation,  or Sale of Assets.  The Corporation  shall not
consolidate  or  merge  with or into  (whether  or not  the  Corporation  is the
surviving  corporation),  or directly and/or indirectly through its subsidiaries
sell,  assign,   transfer,   lease,  convey  or  otherwise  dispose  of  all  or
substantially  all of the  properties  and  assets  of the  Corporation  and its
subsidiaries taken as a whole in one or more related transactions,  to any other
Person unless (A) (i) the  Corporation is the surviving  corporation or (ii) the
entity or the Person formed by or surviving any such consolidation or merger (if
other than the Corporation) or to which such sale, assignment,  transfer, lease,
conveyance  or other  disposition  shall  have been  made (the  entity or Person
described in this clause (ii),  the  "Successor  Corporation ") is a corporation
organized or existing under the laws of the United States,  any state thereof or
the  District of Columbia;  and (B) the  Successor  Corporation  assumes all the
obligations of the Corporation under this Certificate of Designation pursuant to
an  amendment  or  supplement  hereto  or  thereto,  as  applicable,  in a  form
reasonably  satisfactory  to the  holders of a majority  of the then  issued and
outstanding shares of Series B Junior Preferred.

     (j)  Amendment.  Except as otherwise  provided  herein,  the provisions set
forth in this  Certificate of Designation of the Series B Junior Preferred Stock
may be amended and the  Corporation  may take any action herein  prohibited,  or
omit to perform  any act herein  required  to be  performed  by it,  only if the
Corporation has obtained the written consent of the Majority Holders.

     (k) Definitions. As used in this Certificate of Designation,  the following
terms shall have the  following  meanings  (with terms  defined in the  singular
having comparable  meanings when used in the plural and vice versa),  unless the
context otherwise requires:

          "Affiliate" means with respect to any specified Person:  (i) any other
Person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with such specified  Person;  (ii) any other Person that
owns,  directly or indirectly,  10% or more of such specified  Person's  capital
stock;  or (iii) any other  Person  10% or more of the voting  capital  stock of
which is  beneficially  owned or held directly or  indirectly by such  specified
Person. For the purposes of this definition, "control" when used with respect to
any specified  Person means the power to direct the  management  and policies of
such  Person,  directly  or  indirectly,  whether  through  ownership  of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.

          "Capital  Securities" means any security or strip of securities issued
by the Corporation in a Future Offering.

          "Certificates  of Designation of the Senior Preferred Stock" means the
Certificate  of  Designation  of the Class A 14% Senior  Mandatorily  Redeemable
Preferred Stock and Class B 14% Senior  Mandatorily  Redeemable  Preferred Stock
and the Certificate of Designation of the Junior Preferred Stock.

          "Change of  Control"  shall  have the  meaning  ascribed  to it in the
Certificate  of  Designation  of the Class A 14% Senior  Mandatorily  Redeemable
Preferred Stock and Class B 14% Senior Mandatorily Redeemable Preferred Stock.

          "Conversion  Notice"  means written  notice  delivered by the Majority
Holders demanding all Series B Junior Preferred Shares be converted into Capital
Securities in accordance with Section (f) hereof.

          "Common  Stock" means  collectively  the Senior Common  Stock,  Voting
Common Stock and the Non-Voting Common Stock.

          "Future  Offering"  means any  offering of more than $10.0  million of
capital securities pursuant to Section 7.2.9 of the Credit Agreement dated as of
November 30, 1999 (as amended  from time to time) by and among the  Corporation,
the various financial institutions and other persons party thereto, Harris Trust
and Savings Bank and Fleet National Bank.

          "Junior  Preferred  Stock" means the  Corporation's  Junior  Preferred
Stock.

          "Majority  Holders"  means the holder or holders of a majority  of the
voting  power with  respect to the outstanding Series B Junior Preferred Shares.

          "Non-Voting  Common Stock" means the  Corporation's  Non-Voting Common
Stock, par value $0.01.

          "Payment  Date" means every April 10, July 10,  October 10 and January
10 during which any Series B Junior  Preferred Shares are issued and outstanding
(except that if any such date is a Saturday,  Sunday or legal holiday, then such
dividends  shall be  payable on the next day that is not a  Saturday,  Sunday or
legal holiday).

          "Qualified  Public  Offering"  means any  underwritten  primary public
offering  registered  under the  Securities  Act of 1933 of capital stock of the
Corporation having an aggregate offering value of at least $50 million.

          "Person"  means  any  individual,  corporation,  partnership,  limited
liability corporation,  joint venture, association,  joint-stock company, trust,
unincorporated  organization  or government  or agency or political  subdivision
thereof.

          "Senior Common Stock" means the Corporation's Senior Common Stock, par
value $0.01.

          "Senior  Preferred  Stock"  shall  mean  (a) the  Class  A 14%  Senior
Mandatorily  Redeemable  Preferred Stock, (b) the Class B 14% Senior Mandatorily
Redeemable  Preferred  Stock (c) the  Junior  Preferred  Stock and (d) any other
securities  issued or issuable  with  respect to or in exchange  for such Senior
Preferred  Stock  described in clauses (a), (b) or (c) by way of share exchange,
stock  dividend,  stock split or in  connection  with a  combination  of shares,
recapitalization,  merger,  consolidation or other reorganization or pursuant to
any registration agreement applicable thereto or otherwise.

          "Stated  Maturity  Date" shall have the meaning  ascribed to it in the
Certificate  of  Designation  of the Class A 14% Senior  Mandatorily  Redeemable
Preferred Stock and Class B 14% Senior Mandatorily Redeemable Preferred Stock.

          "Stockholders  Agreement" means the Amended and Restated  Stockholders
Agreement,  dated as of April 16, 2001 among the  Corporation and certain of the
Corporation's stockholders, as amended from time to time.

          "Voting Common Stock" means the Corporation's Voting Common Stock, par
value $0.01.
<PAGE>






     IN WITNESS  WHEREOF,  said  Outsourcing  Solutions  Inc.  has  caused  this
Certificate of  Designation of Outsourcing  Solutions Inc. to be executed by its
officer thereunto duly authorized this 10th day of April, 2002.

                                        OUTSOURCING SOLUTIONS INC.

                                        By:  /s/ Eric R. Fencl
                                             -----------------------------
                                        Name:  Eric R. Fencl
                                        Title: Senior Vice President,
                                               General Counsel & Secretary