EXHIBIT
10.6a





FOURTH
AMENDMENT TO LOAN AGREEMENT




This
FOURTH AMENDMENT TO LOAN AGREEMENT (“Amendment”) is dated as of July 22, 2008,
but effective as of June 30, 2008 by and among Resource
Capital Corp., a Maryland corporation (“Borrower”), TD Bank,
N.A. (successor by merger to Commerce Bank, N.A.), a national banking
association  in its capacity as agent (“Agent”), TD Bank,
N.A.  (successor by merger to Commerce Bank, N.A.) in its
capacity as issuing bank (“Issuing Bank”), and each of the financial
institutions which are now or hereafter identified as Lenders on Schedule A to
the Loan Agreement (as defined below) (each such financial institution
individually, each being a “Lender,” and collectively, all being
“Lenders”).





BACKGROUND




A.           Pursuant
to the terms of a certain Loan Agreement dated December 15, 2005, by and among
Borrower, Agent, Issuing Bank and Lenders (as the same has been or may be
supplemented, restated, superseded, amended or replaced from time to time, the
“Loan Agreement”), Lenders made available to Borrower a revolving line of
credit. All capitalized terms used herein without further definition shall have
the respective meaning set forth in the Loan Agreement.




B.           Borrower
has requested that Lenders make certain modifications to the Loan Agreement, and
Lenders have agreed to such request, in accordance with and subject to the
satisfaction of the conditions hereof.




NOW,
THEREFORE, with the foregoing Background incorporated by reference, and
intending to be legally bound hereby, the parties agree as follows:




1.           Amendment. Upon the
effectiveness of this Amendment, the Loan Agreement shall be amended as
follows:




a.           Section
1 of the Loan Agreement shall be amended by deleting the definition of “ Consolidated Cash
Flow” and replacing it as follows:




Consolidated Cash
Flow - For any period, Borrower’s Consolidated Net Income (or deficit)
plus (a) Consolidated Interest Expense, plus (b) Consolidated Depreciation
Expense, plus (c) Consolidated Amortization Expense, plus (d) Consolidated Tax
Expense, plus (e) a one-time $25,485,955 impairment charge for the fiscal
quarter ending September 30, 2007, minus (f) extraordinary gains, all as
determined in accordance with GAAP.




2.           Representations and
Warranties.  Borrower warrants and represents to Agent, Issuing
Bank, and Lenders that:




a.           Prior
Representations.  By execution of this Amendment, Borrower
reconfirms all warranties and representations under the Loan Agreement and the
other Loan Documents respectively and restates such warranties and
representations as of the date hereof (except to the extent expressly related to
a prior date), all of which shall be deemed continuing until all of the
Obligations due to Lenders are indefeasibly paid and satisfied in
full.




b.           Authorization.  The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of the transactions herein contemplated (i) are and




will be
within its powers, (ii) have been duly authorized by all necessary action on
behalf of Borrower and (iii) are not and will not be in contravention of any
order of court or other agency of government, of law or of any indenture,
agreement or undertaking to which Borrower is a party or by which the property
of Borrower is bound, or be in conflict with, result in a breach of or
constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of  any nature on any of the properties of
Borrower.




c.           Valid, Binding and
Enforceable.  This Amendment and any assignment or other
instrument, document or agreement executed and delivered in connection herewith,
will be valid, binding and enforceable in accordance with their respective
terms.




d.           No
Default.  No Default or Event of Default exists.




3.           Ratification of Loan
Documents.  This Amendment is hereby incorporated into and made
a part of the Loan Agreement, the terms and provisions of which, except to the
extent modified by this Amendment are ratified and confirmed, and continue
unchanged in full force and effect.  Any reference to the Loan
Agreement in this, or any other instrument, document, or agreement related
thereto, or executed in connection therewith, shall mean the Loan
Agreement  as amended by this Amendment.




4.           Confirmation of
Guarantor.  By its respective signatures below, each Guarantor
hereby consents to, and acknowledges the terms and conditions of this Amendment,
and agrees that its Surety and Guaranty Agreement is ratified and
confirmed,  shall continue in full force and effect and shall continue
to cover all Obligations of Borrower outstanding from time to time under the
Loan Agreement as amended hereby.




5.           Effectiveness
Conditions.  This Amendment shall become effective upon the
following:




a.           Execution
and delivery by Borrower and Guarantors of this Amendment; and




b.           Payment
by Borrower of all of Expenses.




6.           GOVERNING
LAW.  THIS AMENDMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF
THE COMMONWEALTH OF PENNSYLVANIA.  THE PROVISIONS OF THIS AMENDMENT
AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED
SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT
AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND
EFFECT.




7.           Modification.  No
modification hereof or any agreement referred to herein shall be binding or
enforceable unless in writing and signed by Borrower, Agent, Issuing Bank, and
Lenders.




8.           Duplicate
Originals:  Two or more duplicate originals of this Amendment
may be signed by the parties, each of which shall be an original but all of
which together shall




2
 
 constitute
one and the same instrument.




9.           WAIVER OF JURY
TRIAL:  BORROWER, AGENT, ISSUING BANK, AND LENDERS EACH HEREBY
WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION, PROCEEDING, OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO, OR UNDER THE LOAN DOCUMENTS, OR WITH RESPECT
TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS, OR COMMUNICATIONS
INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT,
MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.









[SIGNATURES  ON
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3


IN
WITNESS WHEREOF, the undersigned parties have executed this Amendment the day
and year first above written.




BORROWER:





Resource Capital
Corp.





By:  /s/ David J.
Bryant


Name:  David J.
Bryant


Title:    SVP
& CFO








AGENT AND ISSUING BANK:





TD Bank, N.A.





By:  /s/ Gerard L.
Grady


Gerard L. Grady,  Senior
Vice President





LENDER:





TD  Bank,
N.A.





By:  /s/ Gerard L.
Grady


Gerard L. Grady, Senior Vice
President









AGREED
TO AND
ACCEPTED                                         GUARANTORS:





Resource
TRS,
Inc.                                                            RCC
Commercial, Inc.





By:  /s/ David J.
Bryant                                                        
By:/s/
Thomas C. Elliott


Name:  David
J.
Bryant                                                          Name:   Thomas
C. Elliott


Title:    CFO                                                                            
Title:      SVP Finance &
Operations




RCC Real
Estate, Inc.





By:/s/ Thomas C.
Elliott


Name:  Thomas C. Elliott


Title:    SVP
Finance & Operations






[Signature Page to Fourth Amendment to Loan
Agreement]