Exhibit
10.55  FOURTH
AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT  Fourth Amendment to Revolving Credit Agreement and First
Amendment to Security Agreement dated as of April 22, 2002 (the Fourth
Amendment), by and among PEREGRINE SYSTEMS,
INC., a Delaware corporation (the Borrower), FLEET NATIONAL BANK and the other lending
institutions listed on Schedule 1 to the Credit Agreement (as
hereinafter defined) (the Lenders), amending certain provisions of (a) the
Revolving Credit Agreement dated as of October 29, 2001 (as amended and in
effect from time to time, the Credit Agreement) by and among the Borrower,
the Lenders and FLEET NATIONAL BANK
in its capacity as administrative agent for the Lenders (the Administrative
Agent); and (b) the Security Agreement dated as of October 29, 2001 (as
amended and in effect from time to time, the Security Agreement) by and
between the Borrower and the Agent. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.  WHEREAS, the Borrower and the Lenders
have agreed to modify certain terms and conditions of the Credit Agreement and
the Security Agreement as specifically set forth in this Fourth Amendment;  NOW, THEREFORE, in consideration of the
premises and the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:  §1.          Amendment
to §l.l of the Credit Agreement.  Section 1.1 of the
Credit Agreement is hereby amended as follows:  (a)           The
definition of Applicable Margin is hereby amended by deleting the chart which
appears in such definition in its entirety and restating such chart as follows:  Level
  
  Leverage
  Ratio
  
  Base
  Rate
  Loans
  
  Eurodollar
  Rate Loans
  
  Letter of
  Credit
  Fees
  
  Commitment
  FeeIB
  
  Greater than orequal to 4.00:1.00
  
  1.25
  %
  3.50
  %
  1.00
  %
  .50
  %IA
  
  Lessthan
  4:00:1.00 but greater than or equal 3.00:1.00
  
  0.75
  %
  3.00
  %
  1.00
  %
  .50
  %  1 
   I
  
  Less than3.00:1.00 but greater than or
  equal to 2.00:1.00
  
  0
  %
  2.25
  %
  1.00
  %
  .50
  %II
  
  Less than
  2.00:1.00 but greater than or equal to 1.50:1.00
  
  0
  %
  1.75
  %
  1.00
  %
  .50
  %III
  
  Less than
  1.50: 1.00 but greater than or equal to 1.00:1.00
  
  0
  %
  1.50
  %
  1.00
  %
  .375
  %IV
  
  Less than
  1.00:1.00
  
  0
  %
  1.25
  %
  1.00
  %
  .375
  %  (b)           The
definition of Security Documents is hereby amended by inserting immediately
after the words the Stock Pledge Agreements a comma and the words the Pledge
Agreement.  (c)           Section
1.1 of the Credit Agreement is further amended by inserting the following
definition in the appropriate alphabetical order:  Pledge Agreement.  The Pledge Agreement, dated or to be dated on or prior to April
22, 2002, between the Borrower and the Administrative Agent and in form and
substance satisfactory to the Lenders and the Administrative Agent.  §2.          Amendment
to §8 of the Credit Agreement.  Section 8 of the
Credit Agreement is hereby amended as follows:  (a)           Section
8.18 of the Credit Agreement is hereby amended by deleting the words by not
later than one hundred sixty (160) days after the Closing Date which appear in
the last sentence thereof and substituting in place thereof the words by not
later than May 15, 2002  (b)           Section
8.20 of the Credit Agreement is hereby amended by deleting §8.20 in its
entirety and restating it as follows:  8.20.       Pledge of Certain Cash Collateral.  The Borrower shall, by not later than April 22, 2002 cash
collateralize one hundred percent (100%) of the Obligations (including, without
limitation, the Maximum Drawing Amount of all issued and outstanding Letters of
Credit) and, in connection therewith shall execute and deliver to the Administrative
Agent the Pledge Agreement and such other documentation as the Administrative
Agent may reasonably request. In addition, the Borrower hereby agrees that at
no time shall the aggregate amount of all cash collateral so pledged pursuant
to hereto and pursuant to the Pledge Agreement be in an amount which is less
than one hundred percent (100%) of the outstanding amount of the Obligations
(including, without limitation, the Maximum Drawing Amount of all issued and
outstanding Letters of Credit).  2 
   §3.          Amendment
to  §12 of the Credit Agreement.  Section 12 of the Credit Agreement is hereby amended by inserting
immediately after the text of §12.4 the following:  12.5.  Delivery of Cash Collateral.  The Borrower shall have delivered to the Administrative Agent
cash collateral in an amount equal to one hundred percent (100%) of the
aggregate amount of any Revolving Credit Loan or Maximum Drawing Amount of any
Letter of Credit requested and shall provide the Administrative Agent with
evidence satisfactory to the Administrative Agent that after giving effect to
the making of such Revolving Credit Loan or issuance, extension or renewal of
such Letter of Credit, §8.20 hereof will be satisfied.  §4.          Amendment
to  Security Agreement.  The Security
Agreement is hereby amended by deleting the words all (a) accounts and (b) all
securities which appear in the first sentence of §2 thereof and substituting
in place thereof the words all (a) accounts, (b) cash, securities and
investment property in Account No. PER23179 with the Administrative Agent and
(c) all securities.  §5.          Conditions
to  Effectiveness.  This Fourth
Amendment shall not become effective until the Administrative Agent receives
the following:  (a)           a
counterpart of this Fourth Amendment, executed by the Borrower, each Guarantor
and the Lenders; and  (b)           a
counterpart of the Pledge Agreement, executed by the Borrower and the
Administrative Agent, together with evidence that the Borrower has delivered to
the Administrative Agent cash in a sufficient amount to cash collateralize one
hundred percent (100%) of the Obligations (including, without limitation, the
Maximum Drawing Amount of all issued and outstanding Letters of Credit).  §6.          Representations
and Warranties.  The Borrower hereby repeats, on and as of
the date hereof, each of the representations and warranties made by it in §7 of
the Credit Agreement (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date and
except as to the representation made in §7.11 as it pertains to compliance with
certain of the covenants contained in §10 for the fiscal quarter ended March
31, 2002, provided nothing contained herein shall be construed as a waiver of
any such covenants), provided, that all references therein to the Credit
Agreement shall refer to such Credit Agreement as amended hereby.  In addition, the Borrower hereby represents
and warrants that the execution and delivery by the Borrower of this Fourth
Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended hereby are within the
corporate authority of the Borrower and has been duly authorized by all
necessary corporate action on the part of the Borrower.  3 
   §7.          Ratification, Etc.Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect.  The Credit Agreement and this Fourth
Amendment shall be read and construed as a single agreement.  All references in the Credit Agreement or
any related agreement or instrument to the Credit Agreement shall hereafter
refer to the Credit Agreement as amended hereby.  §8.          No
Waiver. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower, any Guarantor or any rights of the Administrative Agent or the
Lenders consequent thereon.  §9.          Counterparts.This Fourth Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.  §10.        Governing
Law.  THIS FOURTH AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).  4 
   IN WITNESS WHEREOF, the parties hereto have
executed this Fourth Amendment as a document under seal as of the date first
above written.  PEREGRINE SYSTEMS, INC.By:
  /s/ Matt GlessName: Matt GlessTitle: CFOFLEET NATIONAL BANKBy.
  /s/ George A. NicholsonGeorge
  A. Nicholson, Vice PresidentUNION BANK OF CALIFORNIA, N.A.By:
  /s/ JAMES HEIMName:
  JAMES HEIMTitle:
  Vice PresidentBANK OF AMERICA, N.A.By:
  /s/ Kevin M. McMahonName:
  Kevin M McMahonTitle:
  managing DirectorCOMERICA BANKBy:
  /s/ Craig A. NelsonName:
  CRAIG A NELSONTitle:
  Vice PresidentKEYBANK NATIONAL ASSOCIATIONBy:
  /s/ Julien MichaelsName:
  JULIEN MICHAEISTitle:
  VICE PRESIDENT  5 
   THE BANK OF NOVA SCOTIABy:
  /s/Ed Ko fmanName:
  Ed Ko fmanTitle:
  DirectorBNP PARIBASBy:
  /s/ Jean Plassard
  /s/ James F.McCannName:Title:  6 
   RATIFICATION
OF GUARANTY  Each of the
undersigned guarantors hereby acknowledges and consents to the foregoing Fourth
Amendment as of March 25, 2002, and agrees that the applicable Guaranty from
such Guarantor dated as of October 29, 2001, December 20, 2001 and December 24,
2001, as applicable, in favor of the Administrative Agent for the benefit of
the Administrative Agent and the Lenders and all other Loan Documents to which
each of the Guarantors are a party remain in full force and effect, and each of
the Guarantors confirms and ratifies all of its obligations thereunder.  PEREGRINE REMEDY, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryTELCO RESEARCH CORPORATIONBy:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryHARBINGER HOLDINGS, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryPEREGRINE E-MARKETS, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryPEREGRINE DIAMOND, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  Secretary  7 
   PEREGRINE CONNECTIVITY, INC..By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryPEREGRINE ONTARIO BLUE JAYS, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryPEREGRINE CALIFORNIA PADRES, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryBALLGAME ACQUISITION CORPORATIONBy:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryOCTOBER ACQUISITION CORPORATIONBy:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  SecretaryPEREGRINE BODHA, INC.By:
  /s/ Eric P. DellerName:
  Eric P. DellerTitle:
  Secretary  8