Exhibit
10.47  DATED: 9th SEPTEMBER 2002  (1)PEREGRINE
SYSTEMS, INC. (as Lender)  (2)PEREGRINE
SYSTEMS OPERATIONS LIMITED (as Borrower)  lending
to be replaced by funding agreement to be redrafted by MOP  FACILITY
FUNDING AGREEMENT  This
is a lending agreement with recall.  NICHOLSON
GRAHAM & JONES 110
CANNON STREET LONDON ECAN 6AR TEL:
020 7648 9000 FAX:
020 7648 9001 REF:
AXG/P-503-18  
   THIS DEEDis made on the 9th day of September 2002  PARTIES:-  (1)PEREGRINE
SYSTEMS, INC.,
a company incorporated in Delaware, United States of America, whose registered
office is at 3611 Valley Center Drive, San Diego, California, USA (the
Lender); and  (2)PEREGRINE
SYSTEMS OPERATIONS LIMITED,
a company incorporated in the Republic of Ireland (Registered Number 324176)
whose registered office is at Unit 3094, National Digital Park, Citywest,
Dublin 24 (the Borrower).  WHEREAS:  (A)The Lender is the ultimate
parent company of the Borrower and each of the European Subsidiaries  (C)The Lender has agreed to make
available and the Borrower has agreed to accept a working capital facility.  (D)This Deed sets out the terms and
conditions of the working capital facility.  THIS DEED WITNESSES as follows:-  1.DEFINITIONS  Advance
  
  means each advance made or to be made under the Facility;Bank Account Threshold
  
  means US$9.5 million;Business
  Day
  
  means a day (other than
  a Saturday or Sunday) on which banks and financial markets are open for
  business in Dublin and New York;Commencement of Insolvency
  
  means:(a)the appointment of a receiver and manager or
  administrative receiver over all or any part of the property of the Borrower
  and/or one or more of the European Subsidiaries;  1 
   (b)the making of an administration or winding up order in
  relation to the Borrower and/or one or more of the European Subsidiaries or
  of an order which subjects the Borrower and/or one or more of the European
  Subsidiaries to any procedure under the Insolvency Law of a country outside
  of Great Britain;(c)the presentation by the Borrower and/or one or more of the
  European Subsidiaries or their senior management of proposals to the
  Borrowers and/or one or more of the European Subsidiaries creditors, or to
  their principal financial creditors, for any rescheduling, refinancing or
  restructuring of all or a substantial part of the Borrowers and/or one or
  more of the European Subsidiaries indebtedness;Euro
  
  means the lawful currency for the time being of Austria,
  Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,
  Netherlands, Portugal and Spain;European Subsidiaries
  
  means Peregrine Systems
  GlobalLimited,
  Remedy Software Ireland Limited, International Limited (UK), Ramedy Software
  Ireland Limited, Peregrine Systems SRL (Italy), Peregrine Systems GmbH
  (Germany), Peregrine Systems Limited (UK), Peregrine Systems GmbH
  (Switzerland), Peregrine Systems AB (Sweden), Peregrine Systems AS (Norway),
  Peregrine Systems OY (Finland), Peregrine Systems SA (Spain), Peregrine
  Systems BV (Netherlands), Peregrine Systems BVBA (Belgium), Peregrine Systems
  A/S (Denmark), Peregrine Systems SA (France), Apsylog Inc (US), Acquisition
  Et Gestion Dc Donnees Et Sig (France), FPrint UK Limited, Remedy
  (Switzerland) GmbH, Remedy GmbH (Germany), Remedy Software AB (Sweden),
  Remedy Spain SL, Remedy (UK) Limited, Remedy S.r.1 (Italy), Remedy Software
  Solutions BV (The Netherlands), Remedy S.A.R.L. (France), Remedy France
  Holding S.A.S., Remedy Services S.A.S (France);Facility
  
  means subject to termination under clause 7 below, the
  loan facility granted by the Lender to the Borrower under this Deed;  2 
   Loan
  
  means the aggregate principal amount of the Advances from
  time to time outstanding under this Deed;Notice of Drawing
  
  means a Notice of Drawing requesting an Advance in the
  form annexed to this Deed as Appendix 1, duly completed and signed by two
  directors on behalf of the Borrower;Repayment Date
  
  means the date specified in Clause 6 or such later date
  upon which sums become payable to the Lender in accordance with Clause 8;Sterling and £
  
  means the lawful currency for the time being of the United
  Kingdom; andTermination
  
  means the occurrence of each or any of the events set out
  in clause 7 below.  1.1Further
Definitions  (a)      Any
  reference in this Deed forLender
  
  includes its successors immediate or derivative;month
  
  or a period of one or more months is a reference to a
  period which ends on the day (the corresponding day) in the relevant
  calendar month numerically corresponding to the day of the calendar month on
  which the period started or, if there is no corresponding day, a period which
  ends on the last day of the relevant calendar month;persons
  
  includes individuals, bodies corporate, unincorporated
  associations, partnerships, governments, states and state agencies (whether
  or not having separate legal personality);tax(es)
  
  includes any tax levy, import duty, charge, fee, deduction
  or withholding of any nature and however called, levied, collected, withheld
  or assessed by any person;  3 
   2.INTERPRETATION  In
this Deed references to the deed or document are to such deed or document as
from time to time amended, novated, supplemented or replaced by a document
having a similar effect, a reference to any statute includes that statute as
amended, extended or re-enacted and to any bye-law, regulation, order,
instrument or subordinate legislation made under the relevant statute, the
singular includes the plural and vice versa, references to clauses and
sub-clauses and to schedules are to the clauses and sub-clauses of and to the schedules
to this Agreement, the word including will not limit the generality of any
preceding words, the words other and otherwise will not be limited by any
words preceding them, headings to clauses and sub-clauses are to be ignored in
construing this Deed and references to time are to London time unless otherwise
specified.  3.AMOUNT AND
PURPOSE  3.1The minimum amount which is required to be advanced under
this Facility shall not be less than the sum necessary from time to time to
maintain the aggregate value of funds available to the Borrower and to the
European Subsidiaries in their respective bank accounts (the Accounts) at not
less than US$6 million (the Minimum Amount).  3.2Sums advanced under this Facility may only be utilised by
the Borrower and the European Subsidiaries for their working capital purposes
and reorganisation costs.  3.3Any single advance required under the Facility in excess of
US$1 million for the purposes of only one of the European Subsidiaries shall be
subject to the prior approval in writing of the Cheif Financial Officer of the
Lender such approval not to be unreasonably withheld or delayed in the case of
expenditure reasonably and properly required for the purpose of the business of
the relevant European Subsidiary.  4.FACILITY  4.1Availability  Subject
to the terms of this Deed the Facility shall be available to the Borrower for
drawing on its own behalf and on behalf of the European Subsidiaries until the
Repayment Date.  4.2Advance of the
Facility  A
Notice of Drawing requesting drawdown of any Advance under the Facility must be
received by the Lender no later than 10.00 a.m. (Los Angeles time) on the
second Business Day before the date on which the Advance is required. The
Notice of Drawing must be accompanied by a reconciliation of the Account and a
cash flow (the  4 
   Cash Flow) covering a period of not less than three months. The
Notice of Drawing must specify:-  (a)the amount required and the
European Subsidiary to whom it is to be paid;  (b)the purpose for which the
Advance is required in so far as the same is not clear from the Cash Flow;  (c)the date on which the Advance is
required, which must be a Business Day;  (d)the name and address of the bank and the title and number of
the account to which the Advance is to be remitted; and  (e)whether the Advance is to be
paid in Euros or Pounds Sterling.  4.3Conditions
precedent  The
Lenders obligation to make the Facility available will only be effective when
all of the following conditions precedent have been satisfied:-  (a)this Deed is executed
by the Borrower;  (b)the Borrower has provided the
first cash flow forecast to the Lender; and  (c)the Lender has confirmed its
agreement to the first cash flow forecast.  5.FINANCIAL
INFORMATION  The Lender shall provide
to the Borrower copies of the Lenders monthly management accounts together
with a monthly cash flow forecast within 14 days of the last day of each
calendar month to enable the Borrower to satisfy itself that the Lender will be
able to continue to make the Facility available to the Borrower. The Borrower
shall be entitled to pass this information on to the European Subsidiaries.  6.REPAYMENT  6.1Subject as provided in Clause 8 the Borrower shall repay the
Loan or shall procure that the European Subsidiaries shall repay the Loan
within 12 months of Termination or such other period as the parties shall
agree.  6.2Prior to Termination, the Borrower shall repay or shall
procure that the other European Subsidiaries shall repay to the Lender a sum
equivalent to the balance available to the Borrower in the Account in excess of
the Bank Account Threshold (Threshold
Repayment).  5 
   6.3Subject to the terms of
this Deed, the Threshold Repayment shall be eligible for re-borrowing in the
event that sums available to the Borrower and/or the European Subsidiaries in
the Accounts fall below the Minimum Amount.  7.TERMINATION  7.1Termination will occur or will
be deemed to occur in the following events:-  (a)the Lender declaring
the Facility is cancelled, provided that the Lender provides the Borrower with
ninety days written notice of such cancellation and further provided that the Facility shall
not be cancelled prior to 31 October 2003;  (b)the Borrower fails to
make Threshold Repayments or to procure that they shall have been made in
accordance with clause 6 of this Deed within seven days of the Borrower becoming aware that a Threshold
Repayment is due to be made to the Lender.  (c)any warranty,
representation or statement made in this Deed proves to have been incorrect or misleading in
any material respect and is not remedied to the satisfaction of the other party
within twenty-eight days of notification by the other party;  (d)the Lender or the Borrower fails duly to perform or comply with any of the
obligations expressed in this Deed;  (e)the Borrower commences negotiations with all or a material
part of its creditors with a view to the general re-adjustment or re-scheduling
of its indebtedness
or makes a general assignment for the benefit of or a composition with its
creditors other than with the prior written consent of the Lender provided that
such consent shall not be unreasonably withheld;  (f)any creditor of the Borrower
takes any corporate action or other steps are taken or legal proceedings are
started for the winding-up, dissolution or re-organisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of the
Borrower or of all or a material part of the Borrowers revenues and assets,
other than in each case with the prior written consent of the Lender provided
that such consent shall not be unreasonably withheld;  (g)any judgment or any other judicial determination of liability is issued against
the Borrower or any of its subsidiaries or any distress, execution, diligence,
attachment or other process affects any asset of the Borrower in respect of a  6 
    liability in excess of
£50,000 or its equivalent and is not discharged within seven days thereafter.  8.SUBORDINATION  The
Lender agrees that following the Commencement of Insolvency of the Borrower or
of one or more of the European Subsidiary it shall take no step or action for
the repayment of the Facility or any part of it until such time that all other
creditors of the Borrower and/or the European Subsidiary have been paid in full
and the Lender further agrees that any sums received by it in respect of the
Facility after such date shall be held by it on trust for such other creditors
of the Borrower so that the Lender shall be bound to pay any such sums so
received to such person or persons who may be responsible for arranging for the
payment of the Borrowers creditors.  9.PAYMENTS  9.1All payments to be made under this Deed shall be made in
Pounds Sterling and/or in Euros and in immediately available funds.  9.2All payments to be made under this Deed shall be made
without set off or counterclaim and free and clear of and without deduction of
any taxes, levies, duties, charges, fees, deductions, withholdings,
restrictions or conditions of any description. 
If the Lender or Borrower is required at any time by any applicable law
to make any such deduction from any payment, the sum due from the Borrower or
the Lender in respect of such payment shall be increased by such an amount as
will result, notwithstanding the making of such deduction, in the Lenders or
the Borrowers receipt on the due date for payment of each amount of a net sum
equal to the sum that the Lender or the Borrower would have received had no
such deductions been required to be made.  10.REPRESENTATIONS
WARRANTIES AND UNDERTAKINGS  10.1The Lender represents, warrants
and undertakes to the Borrower that:-  (a)it has full power to enter into and perform its obligations
under this Deed (which has been duly accepted by the Borrower), and that this
Deed is valid, enforceable and binding upon it in accordance with its terms, and
that it has obtained and will maintain in effect all necessary corporate
authorisations and all other necessary consents; licences and authorities;  (b)the execution, delivery and performance by the Lender of
this Deed and the events contemplated by this Deed; will not violate:-  (i)its By-laws and articles of
incorporation;  7 
    (ii)any provision of any applicable law, regulation or decree to
which it is subject;  (iii)any provision of any contract, banking facility or arrangement to which it is a party or
any other obligations on the Lender,  or
result in the execution or imposition of any lien, charge or encumbrance on the
assets of the Lender,  (c)the Lender is not in default under any agreement (save as
disclosed in writing to the Borrower) to which it is a party which would have a
material adverse effect on its business and financial condition; and  (d)prior to Termination, the Lender will not call for payment
of any sums due from the Borrower to the Lender save for the Threshold
Repayment in accordance with Clause 6 of this Deed.  10.2The Borrower represents and
warrants to the Lender that:-  (a)it has full power to enter into and perform its obligations
under this Deed (which has been duly accepted by the Lender), and that the Deed
is valid enforceable and binding upon it in accordance with its terms, and that
it has obtained and will maintain in effect all necessary corporate
authorisations and all other necessary consents; licences and authorities;  (b)the execution, delivery and performance by the Borrower of
this Deed and the events contemplated by this Deed; will not violate:-  (i)its memorandum and articles of
association;  (ii)any provision of any applicable law, regulation or decree to
which it is subject;  (iii)any provision of any contract, banking facility or
arrangement to which it is a party or any other obligations on the Borrower;  or result in the execution or
imposition of any lien, charge or encumbrance on the assets of the Borrower;
and  (c)the Borrower is not in default under any agreement (save as
disclosed in writing to the Lender) to which it is a party which would have a
material adverse effect on its business and financial condition.  8 
   10.3The warranties given by
the Lender and the Borrower herein shall be continuing and deemed to be
repeated on each date on which any payment is made under this Deed and on the
making of any request for an Advance by reference to the facts existing on each
such date.  11.ASSIGNMENT AND TRANSFERS  The Borrower may not assign or transfer any of its
rights or obligations under this Deed without the written consent of the
Lender.  11.1Leader  The Lender may at any time assign all or any part of
the Leaders rights, obligations and interests under this Agreement to any
person.  11.2Disclosure of Information  The Lender may disclose to a potential assignee (or
any other person with whom the Lender is contemplating entering into
contractual relations with respect to this Agreement) such information about
the Borrower as the Lender considers material to a potential assignee.  12.MISCELLANEOUS  12.1Time of the essence  Time will be of the essence of the performance of the
obligation of the Borrower under or in connection with this Deed.  12.2Severability  Each of the provisions of this Deed is severable and
distinct from the others and if at any time one or more of such provisions is
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Deed will not in any way be affected or
impaired.  12.3Rights
cumulative  All rights of the Leader are cumulative and any
express right conferred on the Lender or the Borrower under this Deed may be
exercised without prejudicing or being limited by any other express or implied
right of the Lender.  9 
   13.LAW
AND JURISDICTION  13.1This Deed shall be governed by and construed and enforced in accordance
with the laws ofthe State of Delaware or the
laws of the United States as construed by the United States District Court for
the District of Delaware, without giving effect to any choice of law or
conflict of law provision which would cause the application of the laws of any
jurisdiction other than as set forth in this section 13.1.  13.2No
Exclusive or Limitation of Rights  Nothing in this Clause 13 excludes or limits any right
which the Lender or the borrower may have (whether under the law of any country,
on international convention or otherwise) with regard to the bringing of
proceedings, the service of process, the recognition or enforcement of a
judgment or any similar or related matter in any jurisdiction.  14.NOTICES  14.1Each communication to be under
this Deed shall be made in writing and may be made by letter sent by
international overnight courier or facsimile transmission.  14.2Any communication to be made or delivered by one party to the other
shall be made or delivered to that other party at its address set out at the
beginning of this Deed or to such other address as may from time to time be
notified in writing by one party to the other in accordance with this clause.  14.3Any communication made or
delivered for any purpose of this Deed shall be deemed made or delivered when
dispatched: (a) in the case of a facsimile transmission, upon printed
confirmation of complete transmission by telecopy; or (b) in the case of a
letter sent by international overnight courier in an envelope addressed to the
relevant address, upon personal delivery thereof.  15.THIRD
PARTIES  Except in respect of the obligations of the Lender in
Clause 8, a person who is not a party to this Deed shall have no right under
the Contracts  (Rights of Third Parties)
Act 1999 to enforce any term of this Deed.  10 
   16.EXECUTION  The parties agree and intend this Deed should be executed in
counterparts.  AS WITNESSthe hands of the duly authorised
representatives of the parties the day and year first above written.   EXECUTED as a DEED by
  )PEREGRINE SYSTEMS, INC.
  )in the presence of:
  )/s/ Ken Sexton/s/ Hillary M.Wilson
  
  
  By:
  Ken SextonHillary M. Wilson
  
  
  Its:
  Chief Financial Officer3575 Poe St.San Diego, CA 92106Attorney/s/ Hillary M. Wilson
  
  
  /s/ Gary GreenfieldHillary M. Wilson
  
  
  By:
  Gary Greenfield3575 Poe St.
  
  
  Its:
  Chief Executive OfficerSan Diego, CA 92106AttorneyEXECUTED
  as a DEED by
  )PEREGRINE
  SYSTEMS OPERATIONS
  )
  
  /s/ Geoffroy BoonenLIMITED
  in the presence of:
  )
  
  Director/s/ Karima Ez- Agili
  
  
  
  /s/ John KennedyKARIMA EZ- AGILI
  6 BERESFORD AVENUE
  
  
  
  Director/SecretaryEAST TWICKEN HAMTWI 2PYSolicitor  11 
   16.EXECUTION  The parties agree and intend this Deed should be executed in
counterparts.  AS WITNESSthe hands of the duly authorised
representatives of the parties the day and year first above written. .   EXECUTED as a DEED by
  )PEREGRINE SYSTEMS, INC.
  )in the presence of:
  )/s/ Ken Sexton/s/ Hillary M.Wilson
  
  
  By:
  Ken SextonHillary M. WilsonPereqrine House
  
  
  Its:
  Chief Financial Officer26-28 Paradise Rd.Richmond 
  TW91SE/s/ Hillary M. WilsonHillary M. Wilson
  
  
  /s/ Gary G. GreenfieldPeregrine House
  
  
  By:
  Gary G. Greenfiled26-28 Paradise RdRichmond 
  TW91SE
  
  
  Its:
  Chief Executive OfficerEXECUTED
  as a DEED by
  )PEREGRINE
  SYSTEMS OPERATIONS
  )
  
  /s/ Geoffroy BoonenLIMITED
  in the presence of:
  )
  
  Director/s/ [ILLEGIBLE]
  
  
  
  /s/ John Kennedyc/o Peregrine
  Systems
  
  
  Director/SecretaryPeregrine House26-28 Paradise
  Road.RichmondSurrey TW91SE/s/ Liam ScottLIAM SCOTTUNIT 3094N.R.P. CITYWESTD.24  12