EXHIBIT 10.1

                      THIRD AMENDMENT AND CONSENT AGREEMENT


     THIRD  AMENDMENT AND CONSENT  AGREEMENT,  dated as of August 13, 1999 (this
"Amendment"),  to the Credit Agreement, dated as of January 28, 1998 (the Credit
Agreement"),   among  NCI  ACQUISITION   CORPORATION,   a  Delaware  corporation
("Holdings"),  NATIONWIDE CREDIT,  INC., a Georgia corporation (the "Borrower"),
the several banks and other financial institutions or entities from time to time
parties to  thereto  (the  "Lenders"),  LEHMAN  BROTHERS  INC.,  as advisor  and
arranger (in such capacity,  the "Arranger"),  LEHMAN  COMMERCIAL PAPER INC., as
syndication  agent (in such capacity,  the "Syndication  Agent"),  FLEET CAPITAL
CORPORATION,  as  administrative  agent (in such capacity,  the  "Administrative
Agent"),  and BHF (USA) CAPITAL  CORPORATION,  as  Documentation  Agent (in such
capacity, the "Documentation Agent").

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and

     WHEREAS,  the Borrower has  requested,  and, upon this  Amendment  becoming
effective,  the Lenders have agreed,  to amend certain  provisions of the Credit
Agreement as provided for in this Amendment;


     NOW, THEREFORE, the parties hereto hereby agree as follows:

     I.   Defined Terms.  Terms defined in the Credit  Agreement and used herein
          shall have the meanings given to them in the Credit Agreement.

     II.  Amendments to Credit Agreement.

     III. 1. Amendments to Section 1.1.

               Section 1.1 of the Credit Agreement is hereby amended as follows:

               IV. (a) by deleting therefrom the following  definitions in their
               respective  entireties  and  substituting  in  lieu  thereof  the
               following definitions:

               "Aggregate Exposure": with respect to any Lender, an amount equal
               to (a) until  the  Closing  Date,  the  aggregate  amount of such
               Lender's  Commitments  and  (b)  thereafter,  the  sum of (i) the
               aggregate unpaid principal amount of such Lender's Tranche B Term
               Loans,  (ii)  the  aggregate  unpaid  principal  amount  of  such
               Lender's  Tranche  C Term  Loans  and  (iii)  the  amount of such
               Lender's  Revolving Credit Commitment or, if the Revolving Credit
               Commitments  have been  terminated,  the amount of such  Lender's
               Revolving Extensions of Credit.

               "Applicable  Margin":  for each Type of Loan,  the rate per annum
               set forth under the relevant column heading below:

                                             Base Rate     Eurodollar
                                               Loans         Loans

                  Revolving Credit Loans       2.500%        3.500%
                  Tranche B Term Loans         2.750%        3.750%
                  Tranche C Term Loans         3.000%        4.000%

               provided that, on and after the first  Adjustment  Date occurring
               after the  completion of one full fiscal  quarter of the Borrower
               after the Third Amendment  Effective Date, the Applicable  Margin
               with respect to Revolving Credit Loans,  Tranche B Term Loans and
               Tranche C Term Loans will be determined pursuant to the Pricing
               Grid.

               "Excess  Cash  Flow":  for any fiscal year of the  Borrower,  the
               excess,  if any,  of (a) the  sum,  without  duplication,  of (i)
               Consolidated  Net Income  for such  fiscal  year,  (ii) an amount
               equal  to  the  amount  of  all   non-cash   charges   (including
               depreciation  and  amortization)  deducted  in  arriving  at such
               Consolidated Net Income,  (iii) decreases in Consolidated Working
               Capital  for  such  fiscal  year,  (iv) an  amount  equal  to the
               aggregate net non-cash loss on the Disposition of Property by the
               Borrower and its Subsidiaries during such fiscal year (other than
               sales of inventory in the ordinary  course of  business),  to the
               extent deducted in arriving at such  Consolidated  Net Income and
               (v) the net increase during such fiscal year (if any) in deferred
               tax  accounts  of  the  Borrower   over  (b)  the  sum,   without
               duplication, of (i) an amount equal to the amount of all non-cash
               credits  included in arriving  at such  Consolidated  Net Income,
               (ii) the aggregate  amount  actually paid by the Borrower and its
               Subsidiaries  in cash  during  such  fiscal  year on  account  of
               Capital   Expenditures   (excluding   the  principal   amount  of
               Indebtedness  incurred in connection with such  expenditures  and
               any  such   expenditures   financed  with  the  proceeds  of  any
               Reinvestment Deferred Amount),  (iii) the aggregate amount of all
               prepayments of Revolving  Credit Loans during such fiscal year to
               the extent  accompanying  permanent  optional  reductions  of the
               Revolving Credit Commitments and all optional  prepayments of the
               Tranche B Term  Loans and the  Tranche C Term Loans  during  such
               fiscal year, (iv) the aggregate amount of all regularly scheduled
               principal payments of Funded Debt (including, without limitation,
               the  Tranche B Term  Loans and the  Tranche C Term  Loans) of the
               Borrower and its Subsidiaries made during such fiscal year (other
               than in respect of any  revolving  credit  facility to the extent
               there is not an  equivalent  permanent  reduction in  commitments
               thereunder),  (v) increases in  Consolidated  Working Capital for
               such  fiscal  year,  (vi) an amount  equal to the  aggregate  net
               non-cash gain on the  Disposition of Property by the Borrower and
               its  Subsidiaries  during  such  fiscal year (other than sales of
               inventory  in the  ordinary  course of  business),  to the extent
               included in arriving at such  Consolidated Net Income,  and (vii)
               the net decrease during such fiscal year (if any) in deferred tax
               accounts of the Borrower.

               "Facility":  each of (a) the Tranche B Term Loan  Commitments and
               the  Tranche B Term Loans made  thereunder  (the  "Tranche B Term
               Loan Facility"), (b) the Tranche C Term Loans deemed to have been
               made hereunder  (the "Tranche C Term Loan  Facility") and (c) the
               Revolving  Credit  Commitments  and the extensions of credit made
               thereunder (the "Revolving Credit Facility").

               "Interest Period": as to any Eurodollar Loan, (a) initially,  the
               period  commencing on the  borrowing or  conversion  date, as the
               case may be, with respect to such Eurodollar Loan and ending one,
               two, three or six months thereafter,  as selected by the Borrower
               in its notice of borrowing or notice of  conversion,  as the case
               may be,  given with respect  thereto;  and (b)  thereafter,  each
               period commencing on the last day of the next preceding  Interest
               Period  applicable to such  Eurodollar  Loan and ending one, two,
               three or six months  thereafter,  as selected by the  Borrower by
               irrevocable  notice  to the  Administrative  Agent  not less than
               three  Business  Days  prior to the last day of the then  current
               Interest Period with respect  thereto;  provided that, all of the
               foregoing  provisions relating to Interest Periods are subject to
               the following:

               (i) if any Interest  Period would  otherwise end on a day that is
               not a Business Day, such Interest Period shall be extended to the
               next succeeding  Business Day unless the result of such extension
               would be to carry such  Interest  Period  into  another  calendar
               month  in which  event  such  Interest  Period  shall  end on the
               immediately preceding Business Day;

               (ii) any Interest Period that would  otherwise  extend beyond the
               Revolving  Credit  Termination  Date or  beyond  the  date  final
               payment is due on the  Tranche B Term Loans or the Tranche C Term
               Loans shall end on the Revolving Credit  Termination Date or such
               due date, as applicable;

               (iii) any Interest Period that begins on the last Business Day of
               a calendar  month (or on a day for which there is no  numerically
               corresponding  day in the  calendar  month  at  the  end of  such
               Interest Period) shall end on the last Business Day of a calendar
               month; and

               (iv) the  Borrower  shall  select  Interest  Periods so as not to
               require a payment or prepayment of any Eurodollar  Loan during an
               Interest Period for such Loan. "Majority Facility Lenders":  with
               respect  to any  Facility,  the  holders  of more than 50% of the
               aggregate  unpaid  principal  amount of the Tranche B Term Loans,
               Tranche C Term Loans or the Total Revolving Extensions of Credit,
               as the case may be,  outstanding  under such Facility (or, in the
               case of the Revolving Credit  Facility,  prior to any termination
               of the Revolving Credit Commitments, the holders of more than 50%
               of the Total Revolving Credit Commitments).

               "Reinvestment  Deferred Amount": with respect to any Reinvestment
               Event, the aggregate Net Cash Proceeds received by Holdings,  the
               Borrower or any of its Subsidiaries in connection therewith which
               are not  applied to prepay the  Tranche B Term Loans or Tranche C
               Term Loans or reduce the Revolving Credit Commitments pursuant to
               Section  2.10(b) as a result of the  delivery  of a  Reinvestment
               Notice.

               "Required Lenders": the holders of more than 50% of (a) until the
               Closing Date, the Commitments and (b) thereafter,  the sum of (i)
               the  aggregate  unpaid  principal  amount  of the  Tranche B Term
               Loans,  (ii) the aggregate unpaid principal amount of the Tranche
               C Term Loans and (iii) the Total Revolving Credit Commitments or,
               if the Revolving Credit  Commitments  have been  terminated,  the
               Total Revolving Extensions of Credit.

               "Tranche C Term Loan": a term loan to the Borrower deemed to have
               been made under Section 2.4.

               "Tranche C Term Loan Lender":  each Lender which is the holder of
               a Tranche C Term Loan.

               "Tranche C Term Loan  Percentage":  as to any Lender at any time,
               the  percentage  which  the  aggregate  principal  amount of such
               Lender's Tranche C Term Loans then outstanding constitutes of the
               aggregate  principal  amount  of the  Tranche C Term  Loans  then
               outstanding.

               (b) by adding  thereto  the  following  definition  in its proper
               alphabetical order:

               "Third  Amendment  Effective  Date": the date of effectiveness of
               the Third Amendment and Consent Agreement, dated as of August 13,
               1999, to this Agreement.



          2.   Amendments to Section 2.3. Section 2.3 of the Credit Agreement is
               hereby  amended by  deleting  such  Section in its  entirety  and
               substituting in lieu thereof the following:

          2.3  Repayment  of Tranche B Term Loans and Tranche C Term Loans.  (a)
               The Tranche B Term Loan of each  Tranche B Lender shall mature in
               20 installments, commencing on June 30, 1999, each of which shall
               be in an  amount  equal  to such  Lender's  Tranche  B Term  Loan
               Percentage multiplied by the amount set forth below opposite such
               installment:

                   Installment                           Principal Amount
                   June 30, 1999                             $62,500
                   September 30, 1999                         62,500
                   December 31, 1999                          62,500
                   March 31, 2000                             62,500
                   June 30, 2000                              62,500
                   September 30, 2000                         62,500
                   December 31, 2000                          62,500
                   March 31, 2001                             62,500
                   June 30, 2001                              62,500
                   September 30, 2001                         62,500
                   December 31, 2001                          62,500
                   March 31, 2002                             62,500
                   June 30, 2002                              62,500
                   September 30, 2002                         62,500
                   December 31, 2002                          62,500
                   March 31, 2003                             62,500
                   June 30, 2003                              62,500
                   September 30, 2003                         62,500
                   December 31, 2003                          62,500
                   January 28, 2004                       17,500,000

                   (b) The  Tranche C Term Loan of each  Tranche C Lender  shall
                   mature in 14 consecutive quarterly  installments,  commencing
                   on September  30,  2000,  each of which shall be in an amount
                   equal  to  such  Lender's  Tranche  C  Term  Loan  Percentage
                   multiplied  by the  amount  set  forth  below  opposite  such
                   installment:

                   Installment                          Principal Amount
                   ----------------------               ----------------
                   September 30, 2000                       $250,000
                   December 31, 2000                         250,000
                   March 31, 2001                            250,000
                   June 30, 2001                             250,000
                   September 30, 2001                        250,000
                   December 31, 2001                         250,000
                   March 31, 2002                            250,000
                   June 30, 2002                             250,000
                   September 30, 2002                        250,000
                   December 31, 2002                         250,000
                   March 31, 2003                            250,000
                   June 30, 2003                             250,000
                   September 30, 2003                        250,000
                   December 31, 2003                         200,000


          3.   Amendments to Section 2.4. Section 2.4 of the Credit Agreement is
               hereby  amended by  inserting  at the end thereof  the  following
               paragraph (c):

               (c)  Any Revolving Credit Loans that are outstanding on the Third
                    Amendment  Effective  Date shall (but only to the extent the
                    then  aggregate  unpaid  principal  amount of such Revolving
                    Credit Loans does not exceed $3,450,000),  on and after such
                    date,  be deemed to  constitute  Tranche C Term Loans  under
                    this Agreement for all purposes.

          4.   Amendments  to  Section  2.6(a).  Section  2.6(a)  of the  Credit
               Agreement  is hereby  amended  by  deleting  such  Section in its
               entirety and substituting in lieu thereof the following:

               (a)  The Borrower hereby  unconditionally  promises to pay to the
                    Administrative  Agent  for the  account  of the  appropriate
                    Revolving  Credit  Lender,  Tranche  B Term  Loan  Lender or
                    Tranche  C Term  Lender,  as the case  may be,  (i) the then
                    unpaid  principal  amount of each  Revolving  Credit Loan of
                    such  Revolving   Credit  Lender  on  the  Revolving  Credit
                    Termination Date (or on such earlier date on which the Loans
                    become due and  payable  pursuant  to Section  8),  (ii) the
                    principal amount of each Tranche B Term Loan of such Tranche
                    B  Term  Loan  Lender  in  installments   according  to  the
                    amortization  schedule  set forth in  Section  2.3(a) (or on
                    such  earlier date on which the Loans become due and payable
                    pursuant  to  Section 8) and (iii) the  principal  amount of
                    each  Tranche C Term Loan of such Tranche C Term Loan Lender
                    in installments  according to the amortization  schedule set
                    forth in Section  2.3(b) (or on such  earlier  date on which
                    the Loans become due and payable pursuant to Section 8). The
                    Borrower hereby further agrees to pay interest on the unpaid
                    principal  amount of the Loans from time to time outstanding
                    from the date hereof  until  payment in full  thereof at the
                    rates per  annum,  and on the  dates,  set forth in  Section
                    2.13.

          5.   Amendments  to  Section  2.6(e).  Section  2.6(e)  of the  Credit
               Agreement  is hereby  amended  by  deleting  such  Section in its
               entirety and substituting in lieu thereof the following:

               (e)  The  Borrower   agrees   that,   upon  the  request  to  the
                    Administrative  Agent  by  any  Lender,  the  Borrower  will
                    execute and deliver to such Lender a promissory  note of the
                    Borrower evidencing any Tranche B Term Loans, Tranche C Term
                    Loans or Revolving Credit Loans, as the case may be, of such
                    Lender,  substantially  in the forms of Exhibit  F-1 (in the
                    case of  Tranche B Term Loans and  Tranche C Term  Loans) or
                    F-2  (in  the  case  of  Revolving   Credit   Loans),   with
                    appropriate insertions as to date and principal amount.

          6.   Amendments to Section 2.9. Section 2.9 of the Credit Agreement is
               hereby  amended by  deleting  such  Section in its  entirety  and
               substituting in lieu thereof the following:

               2.9  Optional Prepayments.  The Borrower may at any time and from
                    time to time prepay the Loans, in whole or in part,  without
                    premium or penalty, upon irrevocable notice delivered to the
                    Administrative  Agent at least  three  Business  Days  prior
                    thereto  in the case of  Eurodollar  Loans  and at least one
                    Business  Day prior  thereto in the case of Base Rate Loans,
                    which notice shall specify the date and amount of prepayment
                    and whether the  prepayment is of  Eurodollar  Loans or Base
                    Rate Loans;  provided,  that if a Eurodollar Loan is prepaid
                    on any day other  than the last day of the  Interest  Period
                    applicable thereto,  the Borrower shall also pay any amounts
                    owing  pursuant to Section  2.19.  Upon  receipt of any such
                    notice the  Administrative  Agent shall promptly notify each
                    relevant  Lender thereof.  If any such notice is given,  the
                    amount  specified in such notice shall be due and payable on
                    the date  specified  therein,  together  with (except in the
                    case of  Revolving  Credit  Loans which are Base Rate Loans)
                    accrued interest to such date on the amount prepaid. Partial
                    prepayments  of Tranche B Term  Loans,  Tranche C Term Loans
                    and  Revolving   Credit  Loans  shall  be  in  an  aggregate
                    principal amount of $500,000 or a whole multiple of $100,000
                    in excess thereof.

          7.   Amendments to Section 2.10.  Section 2.10 of the Credit Agreement
               is hereby  amended by deleting  such  Section in its entirety and
               substituting in lieu thereof the following:

          (a)  2.10 Mandatory Prepayments and Commitment Reductions.  Unless the
               Required   Prepayment  Lenders  shall  otherwise  agree,  if  any
               Indebtedness  shall be incurred by Holdings,  the Borrower or any
               of its  Subsidiaries  (excluding  any  Indebtedness  permitted by
               Section 7.2 of this  Agreement),  an amount  equal to 100% of the
               Net Cash  Proceeds  thereof  shall be applied on the date of such
               issuance or  incurrence  toward the  prepayment  of the Tranche B
               Term Loans and the Tranche C Term Loans and the  reduction of the
               Revolving Credit Commitments as set forth in Section 2.10(d).

          (a)  Unless the Required  Prepayment Lenders shall otherwise agree, if
               on any date  Holdings,  the  Borrower or any of its  Subsidiaries
               shall  receive Net Cash  Proceeds from any Asset Sale or Recovery
               Event then,  unless a  Reinvestment  Notice shall be delivered in
               respect thereof,  such Net Cash Proceeds shall be applied on such
               date  toward the  prepayment  of the Tranche B Term Loans and the
               Tranche C Term Loans and the  reduction of the  Revolving  Credit
               Commitments  as set forth in  Section  2.10(d);  provided,  that,
               notwithstanding  the  foregoing,   (i)  the  aggregate  Net  Cash
               Proceeds of Asset Sales and Recovery  Events that may be excluded
               from the foregoing  requirement pursuant to a Reinvestment Notice
               shall not exceed  $3,000,000  in any fiscal year of the  Borrower
               and (ii) on each Reinvestment Prepayment Date, an amount equal to
               the Reinvestment  Prepayment  Amount with respect to the relevant
               Reinvestment  Event shall be applied toward the prepayment of the
               Tranche  B Term  Loans  and  the  Tranche  C Term  Loans  and the
               reduction of the  Revolving  Credit  Commitments  as set forth in
               Section 2.10(d).

               Unless the Required Prepayment Lenders shall otherwise agree, if,
               for any fiscal year of the  Borrower  commencing  with the fiscal
               year ending  December 31, 1998,  there shall be Excess Cash Flow,
               the Borrower shall, on the relevant Excess Cash Flow  Application
               Date,  apply the ECF  Percentage  of such Excess Cash Flow toward
               the prepayment of the Tranche B Term Loans and the Tranche C Term
               Loans and the reduction of the Revolving  Credit  Commitments  as
               set forth in Section 2.10(d). Each such prepayment and commitment
               reduction  shall  be  made  on  a  date  (an  "Excess  Cash  Flow
               Application  Date") no later than five days after the  earlier of
               (i) the date on which the  financial  statements  of the Borrower
               referred to in Section  6.1(a),  for the fiscal year with respect
               to which such prepayment is made, are required to be delivered to
               the  Lenders  and (ii) the date  such  financial  statements  are
               actually delivered.

               Amounts  to  be  applied  in  connection  with   prepayments  and
               Commitment  reductions  made  pursuant  to Section  2.10 shall be
               applied,  first,  to the  prepayment of the Tranche C Term Loans,
               second,  to the  prepayment  of the  Tranche B Term  Loans,  and,
               third,   except  in  the  case  of  Section  2.10(c),  to  reduce
               permanently the Revolving Credit Commitments.  Any such reduction
               of the  Revolving  Credit  Commitments  shall be  accompanied  by
               prepayment of the Revolving  Credit Loans to the extent,  if any,
               that the Total  Revolving  Extensions of Credit exceed the amount
               of the Total Revolving Credit Commitments as so reduced, provided
               that if the aggregate  principal amount of Revolving Credit Loans
               then  outstanding is less than the amount of such excess (because
               L/C  Obligations  constitute  a portion  thereof),  the  Borrower
               shall,  to the  extent of the  balance  of such  excess,  replace
               outstanding Letters of Credit and/or deposit an amount in cash in
               a cash collateral  account  established  with the  Administrative
               Agent for the  benefit  of the  Lenders  on terms and  conditions
               satisfactory to the Administrative  Agent. The application of any
               prepayment  pursuant to Section  2.10 shall be made first to Base
               Rate Loans and second to Eurodollar Loans. Each prepayment of the
               Loans under Section 2.10 (except in the case of Revolving  Credit
               Loans that are Base Rate Loans) shall be  accompanied  by accrued
               interest to the date of such prepayment on the amount prepaid.

          8.   Amendments  to  Section  2.16(b).  Section  2.16(b) of the Credit
               Agreement  is hereby  amended  by  deleting  such  Section in its
               entirety and substituting in lieu thereof the following:

               (b)  Each payment  (including each prepayment) by the Borrower on
                    account of  principal  of and interest on the Tranche B Term
                    Loans and the  Tranche C Term  Loans  shall be made pro rata
                    according to the respective outstanding principal amounts of
                    the Tranche B  Term Loans and Tranche C Term Loans then held
                    by the  Tranche B  Term Loan  Lenders and the Tranche C Term
                    Loan  Lenders,  as the  case  may  be.  The  amount  of each
                    principal  prepayment  of the  Tranche B Term  Loans and the
                    Tranche C Term  Loans  shall be  applied  to reduce the then
                    remaining  installments  of the  Tranche B  Term  Loans  and
                    Tranche C Term Loans pro rata based upon the then  remaining
                    principal amount thereof.  Amounts prepaid on account of the
                    Tranche B Term Loans and the Tranche C Term Loans may not be
                    reborrowed.

          9.   Amendments to Section 7.1. Section 7.1 of the Credit Agreement is
               hereby amended by replacing the portion of such Section  provided
               for below in its  entirety and  substituting  in lieu thereof the
               following (and the remaining portion of such Section shall not be
               amended and shall remain in full force and effect):

               (a)  Minimum Consolidated EBITDA.  Permit the Consolidated EBITDA
                    for any period of four  consecutive  fiscal  quarters of the
                    Borrower (or, if less, the number of full fiscal quarters in
                    1998)  ending with any fiscal  quarter set forth below to be
                    less than the amount set forth  below  opposite  such fiscal
                    quarter:


                  Fiscal Quarter               Minimum Consolidated EBITDA

                  June 30, 1999                      $12,240,000
                  September 30, 1999                 $12,500,000
                  December 31, 1999                  $15,500,000
                  March 31, 2000                     $16,900,000
                  June 30, 2000                      $18,500,000
                  September 30, 2000                 $20,250,000
                  December 31, 2000                  $21,750,000

               (b)  Consolidated Total Debt Ratio. Permit the Consolidated Total
                    Debt  Ratio  as at  the  last  day  of any  period  of  four
                    consecutive  fiscal  quarters of the Borrower  (or, if less,
                    the number of full fiscal  quarters in 1998) ending with any
                    fiscal quarter set forth below to exceed the ratio set forth
                    below  opposite  such fiscal  quarter:  Consolidated  Fiscal
                    Quarter Total Debt Ratio

                  June 30, 1999                      9.97 to 1.00
                  September 30, 1999                 9.75 to 1.00
                  December 31, 1999                  7.87 to 1.00
                  March 31, 2000                     7.25 to 1.00
                  June 30, 2000                      6.60 to 1.00
                  September 30, 2000                 6.00 to 1.00
                  December 31, 2000                  5.60 to 1.00

               (c)  Consolidated    Interest   Coverage   Ratio.    Permit   the
                    Consolidated  Interest Coverage Ratio for any period of four
                    consecutive  fiscal  quarters of the Borrower  (or, if less,
                    the number of full fiscal  quarters in 1998) ending with any
                    fiscal quarter set forth below to be less than the ratio set
                    forth below opposite such fiscal quarter:

                                                   Consolidated Interest
                  Fiscal Quarter                      Coverage Ratio

                  June 30, 1999                        1.00 to 1.00
                  September 30, 1999                   1.00 to 1.00
                  December 31, 1999                    1.23 to 1.00
                  March 31, 2000                       1.29 to 1.00
                  June 30, 2000                        1.40 to 1.00
                  September 30, 2000                   1.50 to 1.00
                  December 31, 2000                    1.60 to 1.00

          10.  Amendments to Section 7.9. Section 7.9 of the Credit Agreement is
               hereby  amended by  deleting  such  Section in its  entirety  and
               substituting in lieu thereof the following:

               7.9  Limitation on Optional  Payments and  Modifications  of Debt
                    Instruments, etc.; Limitation on Modification of Certificate
                    of  Incorporation.   (a) Make or offer to make any  payment,
                    prepayment, repurchase or redemption of or otherwise defease
                    or  segregate  funds  (collectively,  a  "Repurchase")  with
                    respect to the Senior Notes (other than  scheduled  interest
                    payments required to be made in cash);  provided that if (i)
                    the  Tranche B Term Loans and the  Tranche C Term Loans have
                    been repaid in full, (ii) the Consolidated  Total Debt Ratio
                    on a pro forma basis after giving effect to such  Repurchase
                    recomputed  as of the last day of the  most  recently  ended
                    fiscal  quarter of the Borrower and its  Subsidiaries  as if
                    such  Repurchase  had  occurred  on  the  first  day  of the
                    relevant  period for testing such  compliance  shall be less
                    than 3.50 to 1.00 and (iii) no  Default  or Event of Default
                    shall  have  occurred  and be  continuing  or  would  result
                    therefrom,  then  the  Borrower  may  Repurchase  up  to  an
                    aggregate  principal  amount of $25,000,000 of Senior Notes,
                    (b) amend,  modify, waive or otherwise change, or consent or
                    agree to any amendment, modification, waiver or other change
                    to, any of the terms of the  Senior  Notes  (other  than any
                    such amendment,  modification,  waiver or other change which
                    (i) would  extend the  maturity  or reduce the amount of any
                    payment of principal  thereof or which would reduce the rate
                    or extend the date for payment of interest  thereon and (ii)
                    does not involve the payment of a consent  fee) or (c) amend
                    its certificate of incorporation in any manner determined by
                    the  Administrative  Agent  to be  adverse  to  the  Lenders
                    without the prior written consent of the Required Lenders.

          11.  Amendments to Section 10.1.  Section 10.1 of the Credit Agreement
               is hereby  amended by deleting  such  Section in its entirety and
               substituting in lieu thereof the following:

               10.1 Amendments and Waivers.  Neither this  Agreement,  any other
                    Loan  Document,  nor any  terms  hereof  or  thereof  may be
                    amended,  supplemented or modified except in accordance with
                    the  provisions of this Section 10.1.  The Required  Lenders
                    and each Loan Party party to the relevant Loan Document may,
                    or (with the written  consent of the  Required  Lenders) the
                    Agents  and  each  Loan  Party  party to the  relevant  Loan
                    Document  may,  from time to time,  (a) enter  into  written
                    amendments,  supplements or modifications  hereto and to the
                    other  Loan   Documents   for  the  purpose  of  adding  any
                    provisions to this  Agreement or the other Loan Documents or
                    changing  in any manner the rights of the  Lenders or of the
                    Loan Parties  hereunder or thereunder or (b) waive,  on such
                    terms and conditions as the Required Lenders, or the Agents,
                    as the case may be, may specify in such  instrument,  any of
                    the  requirements  of  this  Agreement  or  the  other  Loan
                    Documents  or any  Default  or  Event  of  Default  and  its
                    consequences;  provided, however, that no such waiver and no
                    such amendment, supplement or modification shall (i) forgive
                    the principal  amount or extend the final  scheduled date of
                    maturity  of any  Loan,  extend  the  scheduled  date of any
                    amortization  payment in respect of any  Tranche B Term Loan
                    or any  Tranche C Term Loan,  reduce the stated  rate of any
                    interest,   fee  or  letter  of  credit  commission  payable
                    hereunder  or  extend  the  scheduled  date  of any  payment
                    thereof,  or  increase  the amount or extend the  expiration
                    date of any Lender's  Revolving Credit  Commitment,  in each
                    case  without the consent of each Lender  directly  affected
                    thereby;  (ii) amend,  modify or waive any provision of this
                    Section  10.1 or  reduce  any  percentage  specified  in the
                    definition  of  Required  Lenders  or  Required   Prepayment
                    Lenders,  consent  to  the  assignment  or  transfer  by the
                    Borrower  of any of its  rights and  obligations  under this
                    Agreement  and the  other  Loan  Documents,  release  all or
                    substantially  all  of  the  Collateral  or  release  all or
                    substantially  all of the Subsidiary  Guarantors  from their
                    obligations under the Guarantee and Collateral Agreement, in
                    each case without the written consent of all Lenders;  (iii)
                    amend,  modify  or  waive  any  condition  precedent  to any
                    extension of credit under the Revolving  Credit Facility set
                    forth in Section  5.2  (including,  without  limitation,  in
                    connection  with any waiver of an existing  Default or Event
                    of  Default)  without the  written  consent of the  Majority
                    Revolving   Credit   Facility   Lenders;   (iv)  reduce  the
                    percentage  specified in the definition of Majority Facility
                    Lenders  without  the written  consent of all Lenders  under
                    each  affected  Facility;  (v)  amend,  modify  or waive any
                    provision  of Section 9 without the  written  consent of the
                    Agents; (vi) amend, modify or waive any provision of Section
                    3 without the written consent of the Issuing Lender or (vii)
                    amend, modify or waive any provision of Section 2.10 without
                    the written consent of the Required Prepayment Lenders.  Any
                    such   waiver  and  any  such   amendment,   supplement   or
                    modification  shall apply equally to each of the Lenders and
                    shall be binding upon the Loan  Parties,  the  Lenders,  the
                    Administrative Agent and all future holders of the Loans. In
                    the case of any waiver,  the Loan  Parties,  the Lenders and
                    the  Administrative  Agent shall be restored to their former
                    position  and  rights  hereunder  and under  the other  Loan
                    Documents,  and any Default or Event of Default waived shall
                    be deemed to be cured and not continuing; but no such waiver
                    shall extend to any  subsequent or other Default or Event of
                    Default, or impair any right consequent thereon.

          12.  Amendments  to  Section  10.6(e).  Section  10.6(e) of the Credit
               Agreement  is hereby  amended  by  deleting  such  Section in its
               entirety and substituting in lieu thereof the following:

               (a)  Upon its receipt of an Assignment and Acceptance executed by
                    an assigning  Lender and an Assignee (and, in the case of an
                    Assignee  that is not then a Lender or an affiliate  thereof
                    or a Person under common management with such Lender, by the
                    Borrower,  the  Administrative  Agent, the Syndication Agent
                    and  the  Issuing  Lender)  together  with  payment  to  the
                    Administrative Agent of a registration and processing fee of
                    $2,000 (except that no such  registration and processing fee
                    shall be payable (y) in connection  with an assignment by or
                    to Lehman  Commercial  Paper  Inc.  or (z) in the case of an
                    Assignee  which is already a Lender or is an  affiliate of a
                    Lender or a Person under common  management  with a Lender),
                    the  Administrative  Agent  shall (i)  promptly  accept such
                    Assignment  and  Acceptance  and (ii) on the effective  date
                    determined pursuant thereto record the information contained
                    therein in the Register  and give notice of such  acceptance
                    and recordation to the Lenders and the Borrower. On or prior
                    to such effective  date,  the Borrower,  at its own expense,
                    upon   request,   shall   execute   and   deliver   to   the
                    Administrative  Agent (in exchange for the Revolving  Credit
                    Note and/or Term Notes, as the case may be, of the assigning
                    Lender) a new  Revolving  Credit Note and/or Term Notes,  as
                    the case may be, to the order of such  Assignee in an amount
                    equal to the Revolving Credit  Commitment  and/or applicable
                    Tranche B Term Loans and/or applicable Tranche C Term Loans,
                    as the case may be,  assumed or  acquired  by it pursuant to
                    such Assignment and Acceptance and, if the assigning  Lender
                    has retained a Revolving Credit  Commitment and/or Tranche B
                    Term Loans and/or Tranche C Term Loans,  as the case may be,
                    upon request, a new Revolving Credit Note and/or Term Notes,
                    as the case may be, to the order of the assigning  Lender in
                    an amount equal to the Revolving  Credit  Commitment  and/or
                    applicable  Tranche B Term Loans and/or applicable Tranche C
                    Term Loans,  as the case may be,  retained by it  hereunder.
                    Such new  Notes  shall be dated the  Closing  Date and shall
                    otherwise be in the form of the Note replaced thereby.

          13.  Amendment  to Annex A. Annex A to the Credit  Agreement is hereby
               amended by deleting such Annex A in its entirety and substituting
               in lieu thereof Annex A hereto.

               I.   Agreement.   The  Revolving  Credit   Commitments  shall  be
                    increased to $6,500,000, and Schedule 1.1A is hereby amended
                    by deleting such  Schedule in its entirety and  substituting
                    in lieu thereof Schedule 1.1A hereto.

               II.  Waiver of  Financial  Covenants.  The Lenders  hereby  waive
                    compliance  by the  Borrower  with the  financial  covenants
                    contained  in Section  7.1 of the Credit  Agreement  for the
                    period of four  consecutive  fiscal quarters of the Borrower
                    ending  June  30,1999,  but  only  to the  extent  that  the
                    Borrower  would have been in compliance  with such covenants
                    as amended by this Amendment.

               III. Conditions   to    Effectiveness;    Cessation   of   Waiver
                    Effectiveness  if Condition Not  Satisfied.  This  Amendment
                    shall become effective on the date (the "Amendment Effective
                    Date") on which (i) the Borrower, the Subsidiary Guarantors,
                    the Agents and the Lenders shall have executed and delivered
                    this  Amendment,  (ii) the Borrower  shall have  received at
                    least  $4,000,000  in gross  proceeds  from the  issuance to
                    Weiss, Peck & Greer,  L.L.C. and Centre Partners  Management
                    LLC and/or their Control Investment  Affiliates of shares of
                    its  common  stock,  (iii) the  Borrower  shall have paid to
                    Administrative  Agent for  distribution  to each  Lender the
                    fees set forth on Annex B hereto and (iv) the Borrower shall
                    have  paid the  fees and  reimbursed  the  disbursements  of
                    counsel to the Agents.

               IV.  General

                    1.   Representation and Warranties. To induce the Agents and
                         the   Lenders   parties   hereto  to  enter  into  this
                         Amendment,  the Borrower hereby represents and warrants
                         to the Agent and all of the Lenders as of the Amendment
                         Effective  Date  that  (a)  the   representations   and
                         warranties  made  by  the  Loan  Parties  in  the  Loan
                         Documents are true and correct in all material respects
                         on and as of the Amendment Effective Date, after giving
                         effect to the  effectiveness  of this Amendment,  as if
                         made on and as of the Amendment  Effective Date and (b)
                         no Default or Event of Default  shall have occurred and
                         be continuing.

                    2.   Payment  of  Expenses.  The  Borrower  agrees to pay or
                         reimburse  the  Agents  for all of their  out-of-pocket
                         costs and  reasonable  expenses  incurred in connection
                         with this Amendment,  any other  documents  prepared in
                         connection  herewith and the transactions  contemplated
                         hereby, including,  without limitation,  the reasonable
                         fees and disbursements of counsel.

                    3.   No Other Amendments;  Confirmation. Except as expressly
                         amended,   modified  and   supplemented   hereby,   the
                         provisions  of the Credit  Agreement and the other Loan
                         Documents  are  and  shall  remain  in full  force  and
                         effect. This Amendment shall be a Loan Document.

                    4.   Governing  Law;  Counterparts.  This  Amendment and the
                         rights and  obligations  of the parties hereto shall be
                         governed  by,  and   construed   and   interpreted   in
                         accordance with, the laws of the State of New York.

                    (a)  This  Amendment  may be  executed by one or more of the
                         parties to this  Agreement  on any  number of  separate
                         counterparts,   and  all  of  said  counterparts  taken
                         together shall be deemed to constitute one and the same
                         instrument.  A set  of the  copies  of  this  Amendment
                         signed  by all the  parties  shall be  lodged  with the
                         Borrower and the  Administrative  Agent. This Amendment
                         may  be  delivered  by  facsimile  transmission  of the
                         relevant signature pages hereof.


     a)   IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
          be duly  executed and  delivered by their  respective  proper and duly
          authorized officers as of the day and year first above written.



     NCI ACQUISITION CORPORATION


     By:
     Name:
     Title:


     NATIONWIDE CREDIT, INC.


     By:
     Name:
     Title:


     LEHMAN COMMERCIAL PAPER INC., as
     Syndication Agent and as a Lender


     By:
     Name:
     Title:


     BHF (USA) CAPITAL CORPORATION,


     By:
     Name:
     Title:


     By:
     Name:
     Title:


     FLEET CAPITAL CORPORATION, as Administrative Agent and as a Lender


     By:
     Name:
     Title:


     BALANCED HIGH-YIELD FUND I LTD.
     By:    BHF (USA) Capital Corporation
            acting as attorney-in-fact


     By:
      Name:
      Title:





     The foregoing Third Amendment and Consent Agreement is hereby consented and
     agreed to:


     NCI MERGER CORPORATION


     By:
     Name:
     Title:






                                     Annex A


                                  Pricing Grid


<TABLE>
<CAPTION>

     Consolidated                  Applicable Margin                        Applicable Margin
      Total Debt                 for Eurodollar Loans                      for Base Rate Loans
        Ratio           ---------------------------------------- ----------------------------------------
                         Revolving     Tranche B    Tranche C     Revolving    Tranche B     Tranche C      Commitment
                           Credit        Term       Term Loans     Credit        Term       Term Loans         Fee
                           Loans         Loans                      Loans        Loans                         Rate
----------------------- ------------- ------------ ------------- ------------ ------------ -------------- ---------------
<S>                      <C>          <C>           <C>          <C>          <C>           <C>             <C>
6.00 to 1.00             3.500%       3.750%        4.000%       2.500%       2.750%        3.000%          0.625

< 6.00 to 1.00           3.250%       3.500%        3.750%       2.250%       2.500%        2.750%          0.500
but   5.50 to 1.00

< 5.50 to 1.00           3.000%       3.250%        3.500%       2.000%       2.250%        2.500%          0.375
but   5.00 to 1.00

< 5.00 to 1.00           2.875%       3.125%        3.375%       1.875%       2.125%        2.375%          0.375
but   4.50 to 1.00

< 4.50 to 1.00           2.625%       3.000%        3.250%       1.625%       2.000%        2.250%          0.375
but   4.00 to 1.00

< 4.00 to 1.00           2.500%       2.875%        3.125%       1.500%       1.875%        2.125%          0.375
but   3.50 to 1.00

< 3.50 to 1.00           2.375%       2.750%        3.000%       1.375%       1.750%        2.000%          0.250

</TABLE>


Changes in the Applicable Margin with respect to the Revolving Credit Loans, the
Tranche B Term Loans and the Tranche C Term Loans  resulting from changes in the
Consolidated   Total  Debt  Ratio  shall  become  effective  on  the  date  (the
"Adjustment  Date") on which  financial  statements are delivered to the Lenders
pursuant  to Section 6.1 (but in any event not later than the 45th day after the
end of each of the first three quarterly periods of each fiscal year or the 90th
day after the end of each fiscal  year,  as the case may be) and shall remain in
effect until the next change to be effected  pursuant to this paragraph.  If any
financial statements referred to above are not delivered within the time periods
specified  above,  then,  until such financial  statements  are  delivered,  the
Consolidated Total Debt Ratio as at the end of the fiscal period that would have
been covered  thereby shall for the purposes of this  definition be deemed to be
greater  than 6.00 to 1. In  addition,  at all times  while an Event of  Default
shall have occurred and be continuing,  the Consolidated  Total Debt Ratio shall
for the purposes of this definition be deemed to be greater than 6.00 to 1. Each
determination of the  Consolidated  Total Debt Ratio pursuant to this definition
shall be made with respect to the period of four consecutive  fiscal quarters of
the Borrower  ending at the end of the period covered by the relevant  financial
statements.


<PAGE>





                                     Annex B


                                      Fees

1.     For each Lender that executes the Amendment  prior to August 13, 1999, an
       amendment fee equal to the product of 0.25% times such Lender's Aggregate
       Exposure immediately before giving effect to the Amendment.

2.     An  upfront  fee in an amount  equal to the  product  of 1.00%  times the
       amount by which such Lender's  Aggregate  Exposure in effect after giving
       effect  to  the  Amendment  exceeds  such  Lender's   Aggregate  Exposure
       immediately before giving effect to the Amendment.


<PAGE>


                               SCHEDULE 1.1A

<TABLE>
<CAPTION>



                   COMMITMENTS: LENDING OFFICES AND ADDRESSES


                                                         Commitments
  Name of Lender and                                                          Tranche B
Information for Notices                  Revolving Credit                     Term Loan

<S>                                      <C>                               <C>
Lehman Commercial Paper Inc.             $3,157,141.00                     $9,685,000.00

Fleet Capital Corporation                $1,671,429.50                     $4,470,000.00

Balanced High-Yield Fund I Ltd.          $0                                $4,470,000.00

BHF (USA) Capital Corporation            $1,671,429.50                     $0

</TABLE>