Filed by sedaredgar.com - Santa Fe Gold Corp. - Exhibit 10.1






AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, DEBENTURES

MODIFICATION AND WAIVER

     This AMENDMENT NO. 2 TO
SECURITIES PURCHASE AGREEMENT, DEBENTURES MODIFICATION AND WAIVER (this
“Amendment”) is made effective as of June 30, 2009, by and among Santa Fe Gold
Corporation, a Delaware corporation (the “Company”), and Sulane Holdings, Ltd.,
a British Virgin Islands company (the “Purchaser”).

RECITALS

	 	1. 	
      The Company and the Purchaser are parties to a Securities
      Purchase Agreement, dated as of December 21, 2007 (the “Agreement”),
      pursuant to which the Company issued and sold to the Purchaser Thirteen
      Million Five Hundred Thousand Dollars ($13,500,000) original principal
      amount of 7% Senior Secured Convertible Debentures (collectively, the
      “Debentures”), evidenced by a series of six (6) Debentures, dated
      as of the respective dates and in the respective original principal
      amounts as follows:





	DATE OF 
DEBENTURE 
	ORIGINAL 
PRINCIPAL
      
AMOUNT 
	December 15, 2007 	$ 350,000 
	January 15, 2008 	$1,500,000 
	April 15, 2008 	$3,500,000 
	July 15, 2008 	$3,500,000 
	October 15, 2008 	$3,500,000 
	January 15, 2009 	$1,150,000 
	Total 	 $13,500,000




The form of the debentures as set forth
as Exhibit B to the Agreement.

	 	2. 	
      The Agreement was amended as set forth in Amendment No.
      1, dated September 23, 2008.

	 	 	 
	 	3. 	
      The Company and the Purchaser now wish to modify certain
      other terms of the Agreement and the Debentures, as set forth in this
      Amendment.



     NOW, THEREFORE, in consideration
of the foregoing Recitals and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree as follows: 




Amendments and Agreements.

	 	1. 	
      The Company and the Purchaser agree that Section 1.2
      of Exhibit B to the Agreement and Section 1.2 of the Debentures shall
      be deleted and replaced in their entirety as
follows:



     1.2
Payment in Shares. The Holder and Maker agree that (a) the Initial
Accrued Interest on the Debentures due June 30, 2009 in the collective aggregate
amount of $974,360 is hereby automatically converted into 974,360 shares of the
Company’s common stock, and (b) aggregate accrued interest on the outstanding
principal amounts of the Debentures for the quarters ending September 30, 2009
and December 31, 2009, shall be paid in shares of the Company’s common stock, to
be valued at one dollar ($1.00) per share at the time of payment and
issuance.

     On March
31, 2010, the Holder shall have the option to make a six-month election, by
giving Maker written notice of its election thirty (30) days prior to March 31,
2010, to have the March 31, 2010 and June 30, 2010 Quarterly Interest Payments
paid in shares of Common Stock. Commencing September 30, 2010, the Holder shall
have the option to make an annual election, by giving Maker thirty (30) days’
prior written notice of its election, to have the following four (4) Quarterly
Interest Payments paid in shares of Common Stock. Valuation of the Common Stock
shall be based upon the Market Price (as defined below) of the Common Stock for
the thirty (30) trading days immediately preceding the payment due date. As used
herein, “Market Price” shall mean the arithmetic average of the
volume weighted average trading price per share of Common Stock for such thirty
(30) day period as reported by Bloomberg L.P., or any successor performing
similar functions.

	 	2. 	
      The Company and the Purchaser agree that with respect to
      the Initial Accrued Interest due June 30, 2009, Maker shall not be deemed
      to be in default under Section 5.1 of the Debentures and that any Event of
      Default under Section 5.1, if any, is hereby affirmatively and
      retroactively waived.

	 	 	 
	 	3. 	
      Except as modified by this Amendment, the Agreement and
      Debentures shall remain in full force and effect.



(Signature Pages Follow)

2




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

SANTA FE GOLD CORPORATION

	By: 	/s/ W. Pierce Carson
	 	W. Pierce Carson 
	 	President & CEO 


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SIGNATURE PAGE
FOR PURCHASER FOLLOWS]

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

SULANE HOLDINGS, LTD.

	By: 	/s/ Dr. Werner Keicher
	  	Name: Dr. Werner Keicher 
	  	Title: Director 


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