SECOND AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.7.1

SECOND AMENDMENT, CONSENT AND WAIVER

TO CREDIT AGREEMENT

This SECOND AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT, dated as of December 20, 2006 (this “ Amendment ”), to the Credit Agreement referred to below, by and among NEWTEK SMALL BUSINESS FINANCE, INC., a New York corporation (“ Borrower ”), the other Credit Parties signatory hereto and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“ Lender ”).

W I T N E S S E T H

WHEREAS , Borrower, the other Credit Parties signatory thereto and Lender are parties to that certain Credit Agreement, dated as of August 31, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , Borrower desires to terminate the Trust Account Agreement, dated as of August 31, 2005, between Borrower and Deutsche Bank Trust Company Americas, as trustee, (as amended, supplemented or otherwise modified prior to the date hereof, the “ Original Trust Account Agreement ”) and enter into a Trust Account Agreement between Borrower and Signature Bank, as trustee (the “ New Trust Account Agreement ”);

WHEREAS , Section 6.17 of the Credit Agreement prohibits any Credit Party from amending or changing the terms of the Original Trust Account Agreement;

WHEREAS , Lender has agreed to consent to the actions described above in the manner, and on the terms and on the conditions, provided for herein;

WHEREAS , Borrower and Lender have also agreed to amend certain provisions of the Credit Agreement, in the manner, and on the terms and conditions, provided for herein; and

WHEREAS , Lender has further agreed to waive certain provisions of the Credit Agreement, in the manner, and on the terms and conditions, provided for herein.

NOW THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Definitions . Capitalized terms not otherwise defined herein (including the Recitals) shall have the meanings ascribed to them in the Credit Agreement or Annex A thereto.

2. Consent . Lender hereby consents as of the Second Amendment Effective Date (as hereinafter defined) to (i) the termination by Borrower of the Trust Account at Deutsche Bank Trust Company Americas and the Original Trust Account Agreement, and (ii) Borrower opening a new trust account (the “ New Trust Account ”) at Signature Bank and entering into a New Trust Account Agreement, provided , that (a) such New Trust Account is opened and such New Trust Account Agreement is entered into within ninety (90) days after the Second Amendment Effective Date, (b) such New Trust Account Agreement is in form and substance satisfactory to Lender, and (c) the Original Trust Account Agreement is terminated within sixty (60) days of the date in which the New Trust Account is opened.

3. Waiver . Notwithstanding anything to the contrary in Section 1.9(c) of the Credit Agreement, Lender hereby waives, as of the Second Amendment Effective Date, the requirement that Borrower pay the Fee in connection with the permanent reduction of the Revolving Loan Commitment provided for in connection with this Amendment.

4. Amendment to Section 1.5(a) of the Credit Agreement . Section 1.5(a) of the Credit Agreement is hereby amended and restated as of the Second Amendment Effective Date in its entirety as follows:

“(a) Borrower shall pay interest to Lender in arrears on each applicable Interest Payment Date, at the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum.

As of the Second Amendment Effective Date, the Applicable Margins are as follows:

The Applicable Margins may be adjusted by reference to the following grids:

High to Low

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Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending March 31, 2007 shall be implemented quarterly on a prospective basis, for each calendar month commencing on the first day of the Fiscal Month which occurs at least five (5) days after the date of delivery to Lender of the applicable quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Lender a certificate, signed by its president or chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to deliver timely such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured.”

5. Amendment to Section 1.6(g) of the Credit Agreement . Section 1.6(g) of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by deleting such section in its entirety and inserting in lieu thereof “[ Intentionally omitted .]”.

6. Amendment to Section 1.9(c) of the Credit Agreement . Section 1.9(c) of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by deleting the second sentence therein in its entirety and replacing it with the following:

“As used herein, the term “ Applicable Percentage ” shall mean (x) two percent (2.00%), in the case of a prepayment on or prior to the first anniversary of the Closing Date, (y) one percent (1.00%), in the case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary thereof, and (z) three-quarters of one percent (0.75%), in the case of a prepayment after the second anniversary of the Closing Date but on or prior to the third anniversary thereof.”

7. Amendment to Section 1.10 of the Credit Agreement . Section 1.10 of the Credit Agreement is hereby amended and restated as of the Second Amendment Effective Date in its entirety as follows:

“1.10 Receipt of Payments . Borrower shall make each payment under this Agreement not later than 2:00 p.m. (New York time) on the day when

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due in immediately available funds in Dollars to the Collection Account. For purposes of determining Borrowing Availability as of any date, except as provided in the succeeding sentence, all payments shall be deemed received on the Business Day on which immediately available funds therefor are received in the Collection Account prior to 2:00 p.m. New York time. Payments received after 2:00 p.m. New York time on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day, except that all Net Sale Proceeds transferred by the FTA relating to the sale of any SBA 7(a) Guaranteed Note Receivable that are credited to the Collection Account (i) on or after 2:00 p.m. New York time and (ii) prior to 4:00 p.m. New York time on any Business Day shall be deemed received on the Business Day on which immediately available funds therefor are received in the Collection Account, provided that Borrower delivers to Lender (a) evidence of receipt of any such Net Sales Proceeds on the day of such receipt or (b) if such Net Sales Proceeds are received after 4:00 p.m. as provided herein, a supplemental Borrowing Base Certificate on the Business Day following receipt of such Net Sales Proceeds reflecting the receipt of such proceeds.”

8. Amendment to Section 6.13 of the Credit Agreement . Section 6.13 of the Credit Agreement is hereby amended and restated as of the Second Amendment Effective Date in its entirety as follows:

“6.13 Restricted Payments . No Credit Party shall make any Restricted Payment, except (a) intercompany loans and advances between Borrower and Borrower Affiliates to the extent permitted by Section 6.3 ; (b) dividends and distributions by Subsidiaries of Borrower paid to Borrower; (c) dividends and distributions by Subsidiaries of Intermediate Parent paid to Intermediate Parent; (d) dividends and distributions by Intermediate Parent paid to Parent and its other Stockholders on a ratable basis based on each such Stockholder’s ownership of Intermediate Parent; (e) employee loans permitted under Section 6.4(b) ; (f) payments of principal and interest on Intercompany Notes issued by Borrower in accordance with Section 6.3 to any Borrower Affiliate that is a Guarantor; (g) payments of principal and interest on Intercompany Notes issued by Borrower in accordance with Section 6.3 to any Borrower Affiliate that is not a Guarantor; (h) [intentionally omitted]; (i) payments of interest with respect to Parent Subordinated Debt that accrues at a rate not in excess of 12% per annum, plus an additional 1% upon a default under the terms of the Parent Subordinated Debt; and (j) payments by a Credit Party to Parent or any of its Affiliates for goods and services provided pursuant to written agreements, in each case, as described in Disclosure Schedule (6.13) , that are in the normal course of such Credit Party’s business and consistent with past practice, are consistent with the cost that would be payable to unrelated third parties, and have terms and conditions no less favorable to

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such Credit Party than would be available from unrelated third parties, and the amount of such Restricted Payments described in this clause (j) does not exceed in any Fiscal Year (the “ Tested Fiscal Year ”) the greater of (x) $1,500,000 in the aggregate, or (y) fifteen percent (15%) of the total expenses paid by Intermediate Parent for the Tested Fiscal Year (other than with respect to referral and packaging services provided to Borrower which shall not exceed the greater of (1) 1% of the amount of the related commitment for such services, and (2) the current market rate for such services); provided that, with respect to clauses (d), (g) and (i), (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to any such Restricted Payment; (B) all such Restricted Payments, if any, contemplated by such clauses shall be made on the same day no more than once per year and within fifteen (15) days of delivery of the Financial Statements for the first Fiscal Quarter for the Fiscal Year immediately succeeding the Tested Fiscal Year in accordance with Annex E hereto, (C) the estimated amount of such Restricted Payments shall have been provided by Borrower to Lender no later than the last day of the first Fiscal Quarter for such immediately succeeding Fiscal Year at which time Lender shall implement a Reserve in such estimated amount until the earlier of (i) such Restricted Payments are made pursuant to clause (B) herein and (ii) the expiration of the period set forth in clause (B) herein (it being understood and agreed that such Reserve amount shall not change even if it is subsequently determined that Borrower is not permitted pursuant to the terms hereof to makes Restricted Payments in the full amount of such Reserve), (D) Borrower shall have a Fixed Charge Coverage Ratio, determined on a pro forma basis (and in a manner satisfactory to Lender and with appropriate supporting data as requested by Lender) for each twelve month period ended on the last day of (a) the fourth Fiscal Quarter for the Tested Fiscal Year (determined as if such Restricted Payments had been made on the first day of such period) and (b) the first Fiscal Quarter for the Fiscal Year immediately succeeding the Tested Fiscal Year (determined as if such Restricted Payments had been made on the first day of such period), of not less than 1.10:1.00, (E) Borrower shall have Borrowing Availability (before and after giving effect to such Restricted Payments) of not less than an amount equal to such Restricted Payments, (F) such Restricted Payments shall not exceed the estimated amount provided by Borrower pursuant to clause (C) herein, and (G) Borrower shall have provided Lender a certificate from an authorized officer certifying the requirements herein have been met, and Lender shall have confirmed such analysis in its reasonable discretion, prior to the payment of such Restricted Payments. Notwithstanding anything to the contrary contained herein, Borrower may repay Parent Subordinated Debt with Permitted Borrower Preferred Stock to the extent permitted by Section 6.5 .”

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9. Amendments to Annex A of the Credit Agreement . Annex A of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by amending and restating the following definitions:

“‘ Borrowing Base ’ shall mean, as of any date of determination by Lender, from time to time, an amount equal to the sum at such time of (i) up to 85% of the outstanding principal balance of Borrower’s Eligible SBA 7(a) Note Receivables (other than the portion thereof constituting SBA 7(a) Guaranteed Note Receivables or Eligible SBA 7(a) Note Receivables purchased by Borrower in the secondary market), plus (ii) up to 50% of the aggregate amount of accrued and unpaid interest on Borrower’s Performing SBA 7(a) Note Receivables, including, without limitation, interest in respect of Secondary Receivables (as hereinafter defined) purchased by Borrower (other than such interest relating to SBA 7(a) Guaranteed Note Receivables and other than interest accrued on Secondary Receivables prior to their purchase by Borrower) plus (iii) up to 100% of the outstanding principal balance of Borrower’s Eligible SBA 7(a) Note Receivables constituting SBA 7(a) Guaranteed Note Receivables, plus , (iv) up to 63% of the outstanding principal balance of Borrower’s Eligible SBA 7(a) Note Receivables which were purchased by Borrower in the secondary market (“ Secondary Receivables ”); provided , that the advance rate in respect of any particular Secondary Receivable which has been owned by Borrower for at least one year may be adjusted upward (without in any way limiting Lender’s ability to adjust advance rates downward) in Lender’s discretion (but in no event will such advance rate be adjusted to higher than 85%) on a quarterly basis and based on the data set forth in the applicable Purchased Loan Collateral Report for the then e