FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT,  dated as of January 10, 2001 (this "Amendment"),  to
the Existing Credit Agreement (as defined below) is among OUTSOURCING  SOLUTIONS
INC., a Delaware  corporation  (the  "Borrower")  and each of the Lenders  (such
capitalized term and other  capitalized terms used in the recitals below to have
the meanings set forth in Part I) party hereto.



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

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

     WHEREAS,  the Borrower has  requested  that the Lenders  amend the Existing
Credit Agreement as set forth below (the Existing Credit  Agreement,  as amended
by this Amendment, being referred to as the "Credit Agreement");

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



                                     PART I
                                   DEFINITIONS

     SUBPART I.1.  Certain  Definitions.  The  following  terms  (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):

     "Amendment" is defined in the preamble.

     "Credit Agreement" is defined in the second recital.

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

     "First Amendment Effective Date" is defined in Subpart 3.1.

     SUBPART I.2.  Other  Definitions.  Terms for which meanings are provided in
the Existing  Credit  Agreement  are,  unless  otherwise  defined  herein or the
context otherwise requires, used in this Amendment with such meanings.



                                     PART II
                                AMENDMENTS TO THE
                            EXISTING CREDIT AGREEMENT

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

     SUBPART  II.1.  Amendments  to Article I. Article I of the Existing  Credit
Agreement is hereby amended as set forth in Subpart 2.1.1.

     SUBPART  II.1.1.  Section 1.1 of the  Existing  Credit  Agreement is hereby
amended by amending and restating clause (b) of the definition of "Indebtedness"
in its entirety to read as follows:

     (b) all obligations,  contingent or otherwise,  relative to the face amount
     of all letters of credit (excluding  letters of credit issued in favor of a
     Person that has provided a surety bond or performance  bond for the benefit
     of the  Borrower  or a  Subsidiary  Guarantor),  whether or not drawn,  and
     banker's acceptances issued for the account of such person;

     SUBPART II.2.  Amendment to Article VII. Clause (m) of Section 7.2.5 of the
Existing  Credit  Agreement  is hereby  amended by  deleting  the  reference  to
"$15,000,000" appearing in such clause and inserting "$20,000,000" in its place.


<PAGE>
                                    PART III
                           CONDITIONS TO EFFECTIVENESS

     SUBPART  III.1.  Effective  Date and  Conditions.  This  Amendment (and the
amendments and modifications  contained herein) shall become effective as of the
date first set forth  above (the  "First  Amendment  Effective  Date")  when the
conditions set forth in this Part have been satisfied.

     SUBPART  III.1.1.  Execution of Counterparts.  The Syndication  Agent shall
have received  counterparts  of this  Amendment,  duly executed and delivered on
behalf of the Borrower and the Required Lenders.

     SUBPART III.1.2.  Affirmation and Consent. The Syndication Agent shall have
received  counterparts  of an  Affirmation  and  Consent,  dated as of the First
Amendment  Effective  Date,  and  in  form  and  substance  satisfactory  to the
Syndication  Agent, duly executed and delivered by each OSI Shareholder and each
Obligor other than the Borrower.

     SUBPART III.1.3. Costs and Expenses,  etc. The Syndication Agent shall have
received  for the account of each Lender,  all fees,  costs and expenses due and
payable  pursuant  to  Sections  3.3 and 10.3 of the Credit  Agreement,  if then
invoiced.

     SUBPART III.1.4.  Amendment Fee. The Syndication  Agent shall have received
for the account of each  Lender  (that has  delivered  its  signature  page in a
manner and before the time set forth below), an amendment fee in an amount equal
to 5 basis points on the sum of (i) such  Lender's RL  Percentage  multiplied by
the Revolving Loan Commitment Amount plus (ii) the outstanding  principal amount
of Term Loans owing to such  Lender,  but payable  only to each such Lender that
has delivered  (including by way of facsimile)  its executed  signature  page to
this  Amendment  to the  attention  of Mr.  Gregory D. Ruback at Mayer,  Brown &
Platt, 1675 Broadway, New York, New York 10019, facsimile number 212-262-1910 at
or prior to 5:00 p.m. (New York time) on January 10, 2001.

     SUBPART III.1.5.  Legal Details,  etc. All documents  executed or submitted
pursuant  hereto shall be  satisfactory in form and substance to the Syndication
Agent and its counsel. The Syndication Agent and its counsel shall have received
all  information,  and such  counterpart  originals  or such  certified or other
copies of such  materials,  as the Syndication  Agent or its counsel  reasonably
request.  All legal matters  incident to the  transactions  contemplated by this
Amendment shall be satisfactory to the Syndication Agent and its counsel.



                                     PART IV
                            MISCELLANEOUS PROVISIONS

     SUBPART IV.1. Cross-References. References in this Amendment to any Part or
Subpart  are,  unless  otherwise  specified,  to such  Part or  Subpart  of this
Amendment.

     SUBPART IV.2.  Loan Document  Pursuant to Existing Credit  Agreement.  This
Amendment is a Loan Document  executed pursuant to the Existing Credit Agreement
and shall be construed,  administered  and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement.

     SUBPART IV.3.  Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the  Borrower  and the Lenders and their  respective
successors and assigns.

     SUBPART IV.4. Full Force and Effect; Limited Amendment. Except as expressly
amended  hereby,  all  of the  representations,  warranties,  terms,  covenants,
conditions and other  provisions of the Existing  Credit  Agreement and the Loan
Documents shall remain unchanged and shall continue to be, and shall remain,  in
full force and effect in accordance with their respective  terms. The amendments
set forth  herein  shall be  limited  precisely  as  provided  for herein to the
provisions  expressly  amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or  modification of any other term or provision of the
Existing  Credit  Agreement or any other Loan Document or of any  transaction or
further or future  action on the part of any  Obligor  which  would  require the
consent of the Lenders  under the Existing  Credit  Agreement or any of the Loan
Documents.

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

     SUBPART IV.6. Execution in Counterparts.  This Amendment may be executed in
any number of  counterparts by the parties  hereto,  each of which  counterparts
when so executed shall be an original,  but all the counterparts  shall together
constitute one and the same agreement. The parties hereto agree that delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of an original executed counterpart of this Amendment.

     SUBPART  IV.7.  Representations  and  Warranties.  In order to  induce  the
Lenders to execute and deliver this Amendment the Borrower hereby represents and
warrants  to the  Lenders  that  both  before  and after  giving  effect to this
Amendment,  all of the  statements  set forth in Section  5.2.1 of the  Existing
Credit Agreement are true and correct.

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

                                            OUTSOURCING SOLUTIONS INC.


                                            By:/s/ Timothy G. Beffa
                                               ---------------------------------
                                               Title: President &
                                                      Chief Executive Officer


                                            CREDIT SUISSE FIRST BOSTON


                                            By:/s/ David L. Sawyer
                                               ---------------------------------
                                               Title: Vice President


                                            By:/s/ Lalita Advani
                                               ---------------------------------
                                               Title: Assistant Vice President


                                            FLEET NATIONAL BANK


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


                                            HARRIS TRUST AND SAVINGS BANK


                                            By:/s/ Donald J. Buse
                                               ---------------------------------
                                               Title: Managing Director


                                            BANK OF AMERICA, N.A.


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


                                            BANK ONE , NA (FORMERLY KNOWN AS THE
                                            FIRST NATIONAL BANK OF CHICAGO)


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


                                            THE CHASE MANHATTAN BANK


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


                                            DRESDNER BANK AG, NEW YORK
                                              & GRAND CAYMAN BRANCHES


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


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


                                            LASALLE BANK NATIONAL ASSOCIATION


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


                                            WACHOVIA BANK, N.A.


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


                                            WELLS FARGO BANK, N.A.


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


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


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


                                            ARCHIMEDES FUNDING III, LTD.
                                            By ING Capital Advisors LLC,
                                            as Collateral Manager


                                            By:/s/ Steven Gorski
                                               ---------------------------------
                                               Title: Vice President &
                                                      Senior Credit Analyst


                                            BALANCED HIGH YIELD FUND II


                                            By:/s/ John J. D'Angelo
                                               ---------------------------------
                                               Title: Vice President
                                                      Asset Management


                                            COLUMBUS LOAN FUNDING LTD.,
                                            By Travelers Asset Management
                                            InternationaL Company LLC


                                            By:/s/ John W. Petchler
                                               ---------------------------------
                                               Title: Second Vice President


                                            FIRST DOMINION FUNDING I


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


                                            FIRST DOMINION FUNDING II


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


                                            FIRST DOMINION FUNDING III


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


                                            FRANKLIN FLOATING RATE TRUST


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


                                            HELLER FINANCIAL


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


                                            KEMPER FLOATING RATE FUND


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


                                            KZH ING-2 LLC


                                            By:/s/ Nicholas Lucente
                                               ---------------------------------
                                               Title: Authorized Agent


                                            KZH RIVERSIDE LLC


                                            By:/s/ Nicholas Lucente
                                               ---------------------------------
                                               Title: Authorized Agent


                                            KZH SHOSHONE LLC


                                            By:/s/ Nicholas Lucente
                                               ---------------------------------
                                               Title: Authorized Agent


                                            KZH STERLING LLC


                                            By:/s/ Nicholas Lucente
                                               ---------------------------------
                                               Title: Authorized Agent


                                            LIBERTY STEIN ROE ADVISOR FLOATING
                                            RATE ADVANTAGE FUND,
                                            By Stein Roe & Farnham Incorporated,
                                            As Advisor


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


                                            MAPLE WOOD (CAYMAN) LIMITED


                                            By:/s/ Maryann McCarthy
                                               ---------------------------------
                                               Title: Managing Director

                                            MASS MUTUAL LIFE INSURANCE


                                            By:/s/ Maryann McCarthy
                                               ---------------------------------
                                               Title: Managing Director


                                            MERRILL LYNCH GLOBAL INVESTMENT
                                            SERIES: INCOME STRATEGIES PORTFOLIO


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


                                            MERRILL LYNCH SENIOR FLOATING
                                            RATE FUND, INC.


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


                                            MORGAN STANLEY DEAN WITTER PRIME
                                            INCOME TRUST


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


                                            MUIRFIELD TRADING


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


                                            NORTHWOODS CAPITAL II, LIMITED
                                            By Angelo, Gordon & Co., L.P. as
                                            Collateral Manager


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


                                            OLYMPIC FUNDING TRUST, SERIES 1999-1


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


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


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


                                            PILGRIM CLO 1999-1 LTD.,
                                            By Pilgrim Investments, Inc,
                                            as its investment manager


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


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


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


                                            STEIN ROE & FARNHAM CLO 1 LTD.,
                                            By Stein Roe & Farnham Incorporated,
                                            As Portfolio Manager


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


                                            STEIN ROE FLOATING RATE LIMITED
                                            LIABILITY COMPANY


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


                                            TRAVELERS CORPORATE LOAN FUND


                                            By:/s/ John W. Petchler
                                               ---------------------------------
                                               Title: Second Vice President


                                            TRAVELERS INSURANCE COMPANY


                                            By:/s/ John W. Petchler
                                               ---------------------------------
                                               Title: Second Vice President


                                            VAN KAMPEN PRIME RATE INCOME TRUST
                                            By: Van Kampen Investment
                                            Advisory Corp.


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


                                            VAN KAMPEN SENIOR FLOATING RATE FUND

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


                                            VAN KAMPEN SENIOR INCOME TRUST

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


                                            MAGNATITE ASSET INVESTORS


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