<PAGE>

                                                              Exhibit 10.9.1


                                                              EXECUTION COPY


================================================================================



                                 AMENDMENT NO. 2
                            dated as of July 7, 2004


                                       to


                                CREDIT AGREEMENT
                          dated as of October 30, 2003

                                     between

                      COLLEGIATE FUNDING SERVICES, L.L.C.,
                                   as Borrower

                        COLLEGIATE FUNDING SERVICES, INC.
                  (f/k/a CFSL Corp., f/k/a CFSL Holdings Corp.)
                                       and
                             CFSL ACQUISITION CORP.,
                              as Parent Guarantors

                  THE SUBSIDIARY GUARANTORS REFERRED TO HEREIN,
                            as Subsidiary Guarantors

                            THE LENDERS NAMED HEREIN,
                                   as Lenders

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent




================================================================================






<PAGE>

                                 AMENDMENT NO. 2

          AMENDMENT NO. 2 dated as of July 7, 2004 (this "Amendment No. 2") to
the Credit Agreement referred to below, between COLLEGIATE FUNDING SERVICES,
L.L.C. (the "Borrower"), COLLEGIATE FUNDING SERVICES, INC. (f/k/a CFSL Corp.,
f/k/a CFSL Holdings Corp.)(the "Parent"), CFSL ACQUISITION CORP. ("CFSL"), the
SUBSIDIARY GUARANTORS party hereto (the "Subsidiary Guarantors" and, together
with the Parent and CFSL, the "Guarantors"), the LENDERS party hereto (the
"Lenders"), and JPMORGAN CHASE BANK, as Administrative Agent (the
"Administrative Agent").

          The Borrower, the Guarantors, the Lenders and the Administrative Agent
are parties to a Credit Agreement dated as of October 30, 2003 (as heretofore
modified and supplemented and in effect on the date hereof immediately prior to
the effectiveness of this Amendment No. 2, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for loans to be made by said
Lenders to the Borrower in an aggregate principal amount not exceeding
$62,500,000 at any one time outstanding.

          As contemplated by a Form S-1 Registration Statement filed with the
Securities and Exchange Commission on April 14, 2004 pursuant to the Securities
Act of 1933, as amended, the Parent proposes in an initial public offering to
issue shares of its common stock (the "IPO") and, in connection therewith, the
Borrower and the Guarantors have requested that the Lenders agree to certain
amendments to the Credit Agreement. Accordingly, the parties hereto hereby agree
as follows:

          Section 1. Definitions. Except as otherwise defined in this Amendment
No. 2, terms defined in the Credit Agreement are used herein as defined therein.

          Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4, but effective as of the Amendment No. 2
Effective Date (as defined in Section 4), the Credit Agreement shall be amended
as follows:

          2.01. General References. References in the Credit Agreement
(including references to the Credit Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.

          2.02.  Certain Definitions.

          (a) Section 1.01 of the Credit Agreement shall be amended by inserting
     the following new definitions (to the extent not already included in said
     Section 1.01) in the appropriate alphabetical locations, and by amending in
     their entirety the following definitions (to the extent already included in
     said Section 1.01), as follows:

               "Amendment No. 2" means Amendment No. 2 dated as of July 7, 2004
          to this Agreement.

               "Amendment No. 2 Effective Date" means the effective date of
          Amendment No. 2.


<PAGE>

               "Commitment" means, with respect to each Lender, the commitment
          of such Lender to make Loans hereunder, expressed as an amount
          representing the maximum aggregate amount of such Lender's Revolving
          Credit Exposure hereunder, as such commitment may be (a) reduced from
          time to time pursuant to Section 2.06 or 2.08(b) and (b) reduced or
          increased from time to time pursuant to assignments by or to such
          Lender pursuant to Section 10.04. The amount of each Lender's
          Commitment is set forth on Schedule I to Amendment No. 2, or in the
          Assignment and Assumption pursuant to which such Lender shall have
          assumed its Commitment, as applicable.

               "Commitment Termination Date" means the date occurring 364 days
          after the Amendment No. 2 Effective Date or, if such date is not a
          Business Day, the immediately preceding Business Day.

               "Management Agreement" means the Management Agreement dated as of
          May 17, 2002 by and among the Parent, the Borrower, CFSL and Lightyear
          Capital LLC, as amended by the First Amendment to the Management
          Agreement dated as of April 15, 2003 and the Second Amendment to the
          Management Agreement dated as of June 18, 2004, each such amendment by
          and among the Parent, the Borrower, CFSL and Lightyear Capital LLC,
          but without giving effect to any modifications thereto after the
          Amendment No. 2 Effective Date.

          (b) Section 1.01 of the Credit Agreement shall be further amended by
     deleting the definitions of "Commitment Reduction Dates" and "Excess Cash
     Balance".

          2.03. Limitations on Interest Periods. Section 2.02(d) of the Credit
Agreement shall be amended to read in its entirety as follows:

          "(d) Limitations on Interest Periods. Notwithstanding any other
     provision of this Agreement, the Borrower shall not be entitled to request
     (or to elect to convert to or continue as a Eurodollar Borrowing) any
     Borrowing if the Interest Period requested therefor would end after the
     Commitment Termination Date."

          2.04. Scheduled Termination. Section 2.06(a) of the Credit Agreement
shall be amended to read in its entirety as follows:

          "(a) Scheduled Termination. Unless previously terminated, the
     Commitments shall terminate on the Commitment Termination Date."

          2.05. Voluntary Commitment Reductions Carry Forward. Section 2.06(d)
of the Credit Agreement shall be deleted in its entirety and replaced with the
words "(d) Reserved."

          2.06. Repayment of Loans. Section 2.07(a) of the Credit Agreement
shall be amended to read in its entirety as follows:

          "(a) Repayment. The Borrower hereby unconditionally promises to pay to
     the Administrative Agent for account of the Lenders the outstanding
     principal amount of the Loans on the Commitment Termination Date."



                                       -2-

<PAGE>


          2.07. Excess Cash Balance. Section 2.08(b) of the Credit Agreement
shall be amended as follows:


          (A) clause (ii) thereof shall be deleted in its entirety and replaced
     with the words "(ii) Reserved."; and

          (B) clause (v) thereof shall be amended by deleting in its entirety
     the last sentence thereof.

          2.08. Use of Proceeds. Section 6.11 of the Credit Agreement shall be
amended in its entirety to read as follows:


          "SECTION 6.11. Use of Proceeds. The proceeds of the Loans shall be
     used only for the general operating purposes of the Borrower and its
     Subsidiaries, provided that in no event shall any portion of the proceeds
     of the Loans be used directly or indirectly to finance the purchase of
     student loan receivables, it being understood that this Section shall not
     limit the Borrower's ability to purchase either completed applications for
     FFELP Loans or recently disbursed FFELP Loans, in each case in the ordinary
     course of business."

          2.09. Restricted Payments. Section 7.06(c) of the Credit Agreement
shall be amended in its entirety to read as follows:

          "(c) the Borrower may make payments to Persons pursuant to the
     Management Agreement, provided that no such payment may be made by the
     Borrower after the occurrence and during the continuance of any Default or
     Event of Default; and".

          2.10. Capital Expenditures. Section 7.09(d) of the Credit Agreement
shall be amended by replacing the figure "$5,500,000" appearing therein with the
figure "$7,000,000".

          2.11. Amendments. Section 10.02(b)(i) of the Credit Agreement shall be
amended to read in its entirety as follows:


          "(i) increase the Commitment of any Lender without the written consent
     of such Lender,".

          2.12. Schedule II. Part A of Schedule II to the Credit Agreement shall
be amended by adding at the end thereof to following item:

--------------------------------------------------------------------------------
10  CFSL Acquisition Corp, as issuer,     5/7/02   $15,000,000   Promissory Note
    and NOBS Capital Ventures, L.L.C.,
    as payee
--------------------------------------------------------------------------------

          Section 3. Representations and Warranties. Each Obligor represents and
warrants to the Lenders, both immediately prior to this Amendment No. 2 becoming
effective and after giving effect thereto, that (a) the representations and
warranties of such Obligor set forth in Article IV of the Credit Agreement and
in each of the other Credit Documents to which




                                       -3-

<PAGE>

it is a party, are true and correct on and as of the date hereof with the same
force and effect as if made on and as of the date hereof (or, if any such
representation and warranty is expressly stated to have been made as of a
specific date, as of such specific date) and as if each reference in said
Article IV to "this Agreement" (or words of similar import) or in such other
Credit Documents to "the Credit Agreement" (or words of similar import) included
reference to this Amendment No. 2, (b) the IPO constitutes a "Qualified Public
Offering" under and as defined in the Credit Agreement and (c) no Default has
occurred and is continuing.

          Section 4. Conditions Precedent. The amendments to the Credit
Agreement set forth in Section 2 and the consents and agreements set forth in
Section 6 shall become effective as of the date (the "Amendment No. 2 Effective
Date") of the consummation of the IPO (provided that such consummation shall
occur on or before July 31, 2004), but subject to the prior or concurrent
satisfaction of the following conditions precedent:

          4.01. Amendment No. 2. The Administrative Agent shall have received
     one or more counterparts of this Amendment No. 2 executed by each Obligor
     and each Lender.

          4.02. Consummation of the IPO. The Administrative Agent shall have
     received evidence satisfactory to it that the IPO shall have been (or shall
     be concurrently) consummated in all material respects in accordance with
     the terms of the registration statement or statements filed with the
     Securities and Exchange Commission and each other document delivered in
     connection with the IPO (which registration statement or statements and
     other documents shall be satisfactory to the Administrative Agent and the
     Lenders).

          4.03. Opinions of Counsels to the Obligors. The Administrative Agent
     shall have received a favorable written opinion (addressed to the
     Administrative Agent and the Lenders and dated the Amendment No. 2
     Effective Date) of (i) the General Counsel of the Borrower, (ii) Simpson,
     Thatcher & Bartlett, LLC, New York counsel for the Obligors and (iii)
     LeClair Ryan, a Professional Corporation, Virginia counsel for the
     Obligors, in each case covering such matters relating to the Obligors, this
     Amendment No. 2 or the transactions contemplated hereby as the Lenders
     shall reasonably request (and each Obligor hereby instructs such counsels
     to deliver such opinions to the Lenders and the Administrative Agent).

          4.04. Corporate Documents. The Administrative Agent shall have
     received such documents and certificates as the Administrative Agent or its
     counsel may reasonably request relating to the organization, existence and
     good standing of each Obligor, the authorization of the transactions
     contemplated by this Amendment No. 2 and any other legal matters relating
     to the Obligors, this Amendment No. 2 or the transactions contemplated
     hereby, all in form and substance satisfactory to the Administrative Agent
     and its counsel.

          4.05. Officer's Certificate. The Administrative Agent shall have
     received a certificate, dated the Amendment No. 2 Effective Date and signed
     by a Financial Officer of the Borrower, in respect of the matters set forth
     in Section 3, in form and substance satisfactory to the Administrative
     Agent and its counsel.



                                       -4-
<PAGE>

          4.06. Payment of Fees. The Administrative Agent shall have received
     evidence satisfactory to the Administrative Agent of payment (or
     irrevocable instructions for payment) by the Borrower in full of the fees
     provided for in the fee letter dated July 6, 2004 addressed by the Borrower
     to the Administrative Agent (including the reasonable accrued fees and
     expenses of counsel to JPMCB) in connection with this Amendment No. 2.

          4.07. Merger; IPO Proceeds. The Administrative Agent shall have
     received evidence satisfactory to it that (a) the Merger (as defined in
     Section 6) shall have been (or shall concurrently be) consummated and (b)
     the aggregate Net Available Proceeds of the IPO shall have been (or shall
     concurrently be) applied, to the extent required in Section 6, to the
     payment of the liquidation price in respect of Preferred Stock of CFSL and
     the prepayment of Loans outstanding under the Credit Agreement.

          4.08. Other Documents. The Administrative Agent shall have received
     such other documents as the Administrative Agent may reasonably request.

          Section 5. Confirmation of Guarantees and Security Interests. Each of
the Guarantors, by its execution of this Amendment No. 2, hereby consents to
this Amendment No. 2 and confirms and ratifies that all of its obligations as a
Guarantor under the Credit Agreement (including, without limitation, Article III
thereof) shall continue in full force and effect for the benefit of the
Administrative Agent and the Lenders with respect to the Credit Agreement as
amended hereby. Each of the Obligors, by its execution of this Amendment No. 2,
hereby confirms that the security interests granted by it under each of the
Security Documents to which it is a party shall continue in full force and
effect in favor of the Administrative Agent for the benefit of the Lenders and
the Administrative Agent with respect to the Credit Agreement as amended hereby.

          Section 6. Provisions Relating to the Qualified Public Offering.
Subject to the satisfaction of the conditions precedent specified in Section 4,
(i) the Lenders hereby consent to (A) the merger (herein, the "Merger") of CFSL
with and into the Parent (with the Parent being the surviving entity) as
described in the resolutions of the board of directors of the Parent in the form
heretofore delivered to each Lender and (B) the amendment to the Management
Agreement pursuant to the Second Amendment thereto dated as of June 18, 2004 and
(ii) the parties hereto hereby agree that, anything in the Credit Agreement to
the contrary notwithstanding, on the Amendment No. 2 Effective Date, (A) the
Parent shall apply a portion of the Net Available Proceeds of the IPO to the
payment in full, pursuant to the Merger and the liquidation of CFSL, of the
outstanding shares of Preferred Stock of CFSL at the liquidation price therefor
specified in the Amended and Restated Certificate of Incorporation of CFSL, and
(B) the Borrower shall apply 100% of any Net Available Proceeds in excess
thereof to the prepayment of the Loans outstanding under the Credit Agreement
until the entire principal amount thereof shall have been prepaid, provided that
the aggregate amount of such prepayment shall in no event be less than the
amount necessary to reduce the aggregate outstanding principal amount of the
Loans to an amount not exceeding $30,000,000.

          Subject to the compliance by the Borrower with the requirements of
this Section 6, Section 2.08(b)(i) shall not be applicable to the Net Available
Proceeds of the IPO,

                                       -5-

<PAGE>

and no reduction of Commitments (beyond those provided in this Amendment No. 2)
shall be required as a result of the IPO.

          Section 7. Continuation of Existing Loans Under the Credit Agreement.
Anything in this Amendment No. 2 or in the Credit Agreement as amended hereby
notwithstanding, the Borrower hereby agrees that (i) the Loans outstanding under
the Credit Agreement immediately prior to effectiveness of this Amendment No. 2
but after giving effect to the prepayment provided for in Section 6 (the
"Existing Loans") shall automatically be continued under the Credit Agreement as
amended hereby and (ii) the Commitments of the Lenders under the Credit
Agreement as amended hereby will be deemed utilized by the Borrower on the
Amendment No. 2 Effective Date in an aggregate amount equal to the aggregate
outstanding principal amount of the Existing Loans.

          Section 8. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.



                                       -6-
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed and delivered as of the day and year first above written.

                         BORROWER
                         --------

                         COLLEGIATE FUNDING SERVICES, L.L.C.

                         by CFSL ACQUISITION CORP.,
                              as member



                         By     /s/ Kevin Landgraver
                            --------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                             U.S. Tax I.D. Number for the Borrower:
                             -------------------------------------


                         54-1905639

                         Address for the Borrower:
                         ------------------------

                         Collegiate Funding Services, L.L.C.
                         100 Riverside Parkway, Suite 125
                         Fredericksburg, VA 22406



                         PARENT GUARANTORS
                         -----------------

                         COLLEGIATE FUNDING SERVICES, INC. (f/k/a CFSL
                           Corp., f/k/a CFSL Holdings Corp.)



                         By     /s/ Kevin Landgraver
                            ------------------------------
                             Name:  Kevin Landgraver
                             Title: Treasurer


                         CFSL ACQUISITION CORP.,



                         By      /s/ Kevin Landgraver
                            -------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                                       -7-
<PAGE>


                         SUBSIDIARY GUARANTORS
                         ---------------------

                         COLLEGEXIT.COM, L.L.C.



                         By     /s/ Kevin Landgraver
                            ------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                         CFS SERVICING, LLC



                         By     /s/ Kevin Landgraver
                            ------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                         CFS-SUNTECH SERVICING LLC



                         By     /s/ Kevin Landgraver
                            ------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer



                         MEMBERS CONNECT INC.



                         By     /s/ Kevin Landgraver
                            ------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                         EGRAD INC.



                         By     /s/ Kevin Landgraver
                            -----------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                                      -8-

<PAGE>


                         COLLEGE PUBLISHER, INC.



                         By     /s/ Kevin Landgraver
                            ------------------------------
                             Name:   Kevin Landgraver
                             Title:  Treasurer


                                      -9-

<PAGE>


                         LENDERS
                         -------

                         JPMORGAN CHASE BANK,
                            individually and as Administrative Agent



                         By     /s/ Christine Herrick
                            ------------------------------
                            Name:   Christine Herrick
                            Title:  Vice President


                         BANK OF AMERICA, N.A.



                         By     /s/ Jeff Hallmark
                             ------------------------------
                             Name:  Jeff Hallmark
                             Title: Vice President


                                      -10-











<PAGE>




                                   SCHEDULE I
                                  COMMITMENTS


--------------------------------------------------------------------------------
Lender                                   Commitment Amount
--------------------------------------------------------------------------------
JPMorgan Chase Bank                      $15,000,000.00
--------------------------------------------------------------------------------
Bank of America, N.A.                    $15,000,000.00
--------------------------------------------------------------------------------