SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT,  dated as of March 30, 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  party
hereto.


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

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

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

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


                                     PART I
                                   DEFINITIONS

     SUBPART 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.

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

     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 Second 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 Subparts 2.1.1 through 2.1.6.

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

     "Additional  Amounts"  means,  on or after March 12,  2001,  the  aggregate
amount of cash equity  contributions  made to the Borrower in consideration  for
the  issuance of OSI Common  Stock,  to the extent such  contributions  are made
pursuant  to the Stock  Subscription  Agreement  in an  aggregate  amount not to
exceed $44,000,000.

     "Initial  Funding  Date"  means  the date on which  the  Borrower  actually
receives the initial Additional Amounts (in an amount not to exceed $24,000,000)
pursuant to the Stock Subscription Agreement.

     "Second Amendment Effective Date" means March 30, 2001.

     "Second Funding Amounts" is defined in the definition of "Interest Coverage
Ratio".

     "Stock  Subscription  Agreement"  means the Stock  Subscription  Agreement,
dated as of April 3, 2001, by and among the Borrower, Gryphon Partners II, L.P.,
Gryphon  Partners II-A,  L.P., and the  additional  investors  identified on the
Schedule of Purchasers attached thereto.

     SUBPART II.1.2.  The definition of "Interest  Coverage Ratio"  appearing in
Section 1.1 of the Existing Credit  Agreement is amended by adding the following
proviso to the end of such definition:

     provided  further,  however,  that, if the Borrower receives any Additional
     Amounts  pursuant to the terms of the Stock  Subscription  Agreement at any
     time  after  the  Initial  Funding  Date  but  on or  prior  to  the  first
     anniversary of the Initial Funding Date (the "Second Funding Amounts"), for
     purposes of calculating  the Interest  Coverage  Ratio for any  calculation
     period  which  includes the Fiscal  Quarter in which the Borrower  actually
     received the Second Funding  Amounts,  the Second Funding  Amounts shall be
     deemed to have been  received by the Borrower on the first day of the first
     Fiscal  Quarter  of  such  calculation  period,  the  aggregate  amount  of
     Revolving Loans actually  borrowed by the Borrower during such  calculation
     period shall be reduced  dollar-for-dollar  by the Second Funding  Amounts,
     and the  Interest  Expense  for such  calculation  period  shall be reduced
     accordingly.

     SUBPART II.1.3.  The definition of "Interest  Expense" appearing in Section
1.1 of the Existing Credit Agreement is amended by adding the following  proviso
to the end of such definition:

     ; provided,  however,  that,  notwithstanding  any of the  foregoing to the
     contrary,  if the  Borrower  receives at least  $20,000,000  in  Additional
     Amounts  pursuant to the terms of the Stock  Subscription  Agreement  on or
     prior to April 30, 2001, for purposes of calculating the Interest  Coverage
     Ratio,  Interest Expense for the first full Fiscal Quarter of 2001 shall be
     deemed to be $12,400,000.

     SUBPART II.1.4. The definition of "Material Documents" appearing in Section
1.1 of the Existing  Credit  Agreement  is amended by inserting  the phrase "the
Stock  Subscription   Agreement"  immediately  after  the  phrase  "the  Consent
Solicitation Statement," appearing in such definition.

     SUBPART  II.1.5.  The  definition  of "Net Equity  Proceeds"  appearing  in
Section 1.1 of the Existing Credit  Agreement is amended in its entirety to read
as follows:

          "Net Equity  Proceeds"  means with  respect to the sale or issuance by
     the Borrower to any Person of any Capital  Securities of the  Borrower,  or
     any warrants or options with respect to any such Capital  Securities or the
     exercise of any such warrants or options after the Closing Date, the excess
     of:

               (a) the gross cash  proceeds  received by the Borrower  from such
          sale, exercise or issuance,

     over
               (b) all reasonable  and customary  underwriting  commissions  and
          legal,   investment   banking,   brokerage,   accounting   and   other
          professional  fees, sales  commissions and disbursements and all other
          reasonable fees,  expenses and charges, in each case actually incurred
          in connection with such sale or issuance.

     Notwithstanding  the foregoing,  Net Equity  Proceeds shall not include (i)
     any gross  cash  proceeds  received  by the  Borrower  from any  directors,
     officers, employees or consultants of the Borrower and its Subsidiaries, or
     (ii) any Additional Amounts.

     SUBPART II.1.6.  The definition of "OSI Common Stock"  appearing in Section
1.1 of the  Existing  Credit  Agreement  is amended in its  entirety  to read as
follows:

          "OSI Common Stock" means the common stock of the  Borrower,  $0.01 par
     value per share, including any and all series of such common stock.

     SUBPART II.2. Amendments to Article VII. Article VII of the Existing Credit
Agreement is hereby amended as set forth in Subparts 2.2.1 through 2.2.3.

     SUBPART  II.2.1.  Clause  (b)  of  Section  7.2.4  of the  Existing  Credit
Agreement is amended by (a) deleting the date "03/31/01"  appearing  therein and
inserting "06/30/01" in its place and (b) deleting the date "04/01/01" appearing
therein and inserting "07/01/01" in its place.

     SUBPART  II.2.2.  Clause  (g)  of  Section  7.2.5  of the  Existing  Credit
Agreement  is amended by inserting  the phrase (a) "the sum of (i)"  immediately
prior to the amount  "$35,000,000"  appearing in such clause,  and (b) "and (ii)
any  Additional  Amounts,  the  proceeds  of which  were used to  consummate  or
otherwise  finance a Permitted  Acquisition"  immediately  following  the phrase
"series of related transactions" appearing in such clause.

     SUBPART II.2.3.  Section 7.2.13 of the Existing Credit Agreement is amended
by (a) deleting the word "and"  immediately  prior to the number "(v)" appearing
in such  Section,  and (b) inserting the phrase ", or (vi) the fees and expenses
contemplated  by  Sections  6.02 and 8.01 of the Stock  Subscription  Agreement"
immediately after the phrase "at any time  outstanding"  appearing at the end of
such Section.


                                    PART III
                           CONDITIONS TO EFFECTIVENESS

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

     SUBPART III.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.2.  Affirmation and Consent.  The Syndication  Agent shall have
received  counterparts  of an  Affirmation  and Consent,  dated as of the Second
Amendment  Effective  Date,  and  in  form  and  substance  satisfactory  to the
Syndication   Agent,  duly  executed  and  delivered  by  each  OSI  Shareholder
(including  each investor  party to the Stock  Subscription  Agreement) and each
Obligor other than the Borrower.

     SUBPART III.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.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.  Aaron Menzi at Mayer,  Brown & Platt,  1675
Broadway, New York, New York 10019, facsimile number: 212-262-1910,  at or prior
to 12:00 p.m., noon (New York time) on April 13, 2001.

     SUBPART  III.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,  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 or OSI  Shareholder  which
would require the consent of the Lenders under the Existing Credit  Agreement or
any of the Loan Documents.

     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.

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

                                            OUTSOURCING SOLUTIONS INC.


                                            By:/s/ Gary L. Weller
                                               ---------------------------------
                                               Title: Exec. Vice President &
                                                      Chief Financial Officer


                                            CREDIT SUISSE FIRST BOSTON


                                            By:/s/ Robert Hetu
                                               ---------------------------------
                                               Title: Director


                                            By:/s/ William S. Lutkins
                                               ---------------------------------
                                               Title: Vice President


                                            FLEET NATIONAL BANK


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


                                            HARRIS TRUST AND SAVINGS BANK


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


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


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


                                            CSAM FUNDING I


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


                                            THE CHASE MANHATTAN BANK


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


                                            DRESDNER BANK AG, NEW YORK
                                            & GRAND CAYMAN BRANCHES


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


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


                                            WACHOVIA BANK, N.A.


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


                                            WELLS FARGO BANK, N.A.


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


                                            FIRST DOMINION FUNDING I


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


                                            FIRST DOMINION FUNDING II


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


                                            FIRST DOMINION FUNDING III


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


                                            FRANKLIN FLOATING RATE TRUST


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


                                            HELLER FINANCIAL


                                            By:/s/ K. Craig Gallehugh
                                               ---------------------------------
                                               Title: Senior Vice President
<PAGE>
                                            KEMPER FLOATING RATE FUND


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


                                            KZH RIVERSIDE LLC


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


                                            KZH STERLING LLC


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


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


                                            By:/s/ Brian W. Good
                                               ---------------------------------
                                               Title: Sr. Vice President &
                                                      Portfolio Manager


                                            MAPLE WOOD (CAYMAN) LIMITED
                                            By Massachusetts Mutual Life Ins.
                                            Company as Collateral Manager

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


                                            MASS MUTUAL LIFE INSURANCE


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


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

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


                                            MERRILL LYNCH SENIOR FLOATING
                                            RATE FUND, INC.


                                            By:/s/ Anthony Heyman
                                               ---------------------------------
                                               Title: Authorized Signatory
<PAGE>
                                            MORGAN STANLEY DEAN WITTER PRIME
                                            INCOME TRUST


                                            By:/s/ Sheila A. Finnerty
                                               ---------------------------------
                                               Title: Senior Vice President


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


                                            By:/s/ Brian W. Good
                                               ---------------------------------
                                               Title: Sr. Vice President &
                                                      Portfolio Manager


                                            STEIN ROE FLOATING RATE LIMITED
                                            LIABILITY COMPANY


                                            By:/s/ Brian W. Good
                                               ---------------------------------
                                               Title: Senior Vice President


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


                                            By:/s/ Darvin D. Pierce
                                               ---------------------------------
                                               Title: Principal


                                            VAN KAMPEN SENIOR FLOATING RATE FUND


                                            By:/s/ Darvin D. Pierce
                                               ---------------------------------
                                               Title: Principal


                                            VAN KAMPEN SENIOR INCOME TRUST


                                            By:/s/ Darvin D. Pierce
                                               ---------------------------------
                                               Title: Principal