Exhibit 10.54  THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT  Third
Amendment dated as of March 25, 2002 to Revolving Credit Agreement (the Third
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 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). 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 as specifically set forth in this Third 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  §1.1  of  the Credit Agreement.  Section 1.1 of the Credit Agreement is
hereby amended as follows:  (a)           The
definition of Senior Funded Debt is hereby amended by deleting such
definition in its entirety and restating it as follows:  Senior Funded Debt. At any time of
determination, the sum of (a) Consolidated Total Funded Debt, plus (b)
without duplication, at any time from and after February 11, 2002, and solely
for purposes of calculating compliance with §10.3 hereof, Consolidated
Outstanding Indebtedness, plus (c) without duplication, at any time from
and after March 25, 2002, and solely for purposes of calculating compliance
with §10.3 hereof, Consolidated Purchase Indebtedness, and minus (d)
Subordinated Debt.  (b)           Section
1.1 of the Credit Agreement is further amended by inserting the following
definitions in the appropriate alphabetical order:  Consolidated Purchase Indebtedness.  With respect to the Borrower and its
Subsidiaries, the aggregate amount of Consolidated Total Funded Debt of the
Borrower and its Subsidiaries pertaining to the IBM Indebtedness, the Inforte
Indebtedness, the Veritas Indebtedness and the Reno Indebtedness which is  
   actually outstanding on March 25, 2002 or
which is anticipated to be incurred at any time thereafter (and in the amounts
set forth in the relevant definitions for each category of Indebtedness),
whether or not such indebtedness is subsequently repaid or reduced in whole or
in part.  IBM Indebtedness.  The Indebtedness of the Borrower or its Subsidiaries incurred or
to be incurred to IBM in an aggregate amount of $2,400,000 related to the
installation and configuration of an upgrade of software.  Inforte Indebtedness.  The Indebtedness of the Borrower or its
Subsidiaries incurred or to be incurred to Inforte in an aggregate amount of
$1,500,000 related to the installation and configuration of an upgrade of
software.  Remedy Cayman Transaction.  The transaction or series of related
transactions occurring on or after March 25, 2002 pursuant to which Remedy
Cayman Ltd. transfers 100% of the Capital Stock of each of Remedy Software
Ireland Ltd. and Remedy International Ltd. to Peregrine Systems Global Ltd. in
exchange for not more than twenty percent (20%) of the Capital Stock of
Peregrine Systems Global Ltd. and, in connection therewith, Peregrine Systems
Global Ltd. authorizes and issues additional shares of its Capital Stock.  Reno Indebtedness.  The Indebtedness of the Borrower or its Subsidiaries incurred or
to be incurred to Reno Contracting in an aggregate amount of $400,000 related
to the installation of a power generator on certain Real Estate of the
Borrower.  Telco Transaction.  The transaction or series of related transactions occurring on or
after March 25, 2002 pursuant to which the Borrower dissolves or otherwise
causes the dissolution of each of Peregrine Nova Scotia Co. and Peregrine
Systems Ltd., immediately after which Telco Research Corporation shall be a
wholly-owned Subsidiary of the Borrower.  Veritas Indebtedness.  The Indebtedness of the Borrower or its
Subsidiaries incurred or to be incurred to Veritas in an aggregate amount of
$600,000 related to the purchase of backup and recovery software.  §2.          Amendment  to  §8  of
the  Credit  Agreement.  Section 8 of the Credit Agreement is hereby
amended as follows:  (a)           Section
8.6 of the Credit Agreement is hereby amended by inserting immediately after
the words provided that nothing in this §8.6 shall prevent the Borrower
from discontinuing the operations (including, without limitation, a
dissolution which appear in the second sentence of §8.6 the words and the
Telco Transaction.  (b)           Section
8.16 of the Credit Agreement is hereby amended by inserting immediately after
the end of §8.16 the following sentence: Notwithstanding anything to the
contrary contained herein, the Borrower shall, within ten (10) days of
consummating the Telco  2 
   Transaction,
execute and deliver to the Agent a supplement to the Stock Pledge Agreement
affirming the pledge by the Borrower of 100% of the Capital Stock of Telco
Research Corporation and deliver to the Agent the stock certificate of Telco
Research Corporation (and a stock power relating thereto, duly executed in
blank).  §3.          Amendment
to  §9  of  the  Credit  Agreement.  Section 9.5.2 of the Credit Agreement is
hereby amended by deleting §9.5.2. in its entirety and restating it as follow:  9.5.2. Disposition of Assets.
The Borrower will not, and will not permit any of its Subsidiaries to, become a
party to or otherwise affect any Asset Sale, other than (a) the sale of
inventory, the licensing of intellectual property and the disposition of
obsolete assets, in each case in the ordinary course of business consistent
with past practices, (b) the sale by the Borrower of its Accounts Receivable
provided that such sale is permitted pursuant to §9.1 (i) hereof; (c) the sale
of assets so long as the value of all assets sold pursuant to this §9.5.2(c)
does not exceed, in the aggregate, $10,000,000; (d) Asset Sales constituting
transactions that are otherwise expressly permitted pursuant to §§9.3, 9.4, 9.5
and 9.6 hereof; (e) the sale by Remedy Cayman Ltd. to Peregrine Systems Global
Ltd. of 100% of the Capital Stock of each of Remedy Software Ireland Ltd. and
Remedy International Ltd. pursuant to the Remedy Cayman Transaction (and the
consent by the Administrative Agent under the Charge On Shares governing the
pledge of the Capital Stock of Peregrine Systems Global Ltd. to (1) the
issuance by Peregrine Systems Global Ltd. of the additional shares of its
Capital Stock necessary to consummate the Remedy Cayman Transaction and (2) the
existence of another shareholder of such Capital Stock), provided (i) no
Default or Event of Default has occurred and is continuing or would exist as a
result thereof; (ii) the Remedy Cayman Transaction is completed on or prior to
May 1, 2002; and (iii) the applicable Security Documents (including, without
limitation, the Charge On Shares) have been modified such that the Borrower is
pledging to the Administrative Agent, for the benefit of the Administrative
Agent and the Lenders, 65% of all of the issued and outstanding Capital Stock
of Peregrine Systems Global Ltd. (without regard to the actual percentage owned
by the Borrower).  §4.          Amendment
to  §10  of  the  Credit  Agreement.  Section 10 of the Credit Agreement is hereby
amended by deleting §10.3 in its entirety and restating it as follows:  10.3. Senior Funded Debt to EBITDA.  The Borrower will not at any time permit the
ratio of Senior Funded Debt outstanding on the date of determination to EBITDA
for the Reference Period ending on or immediately prior to such date, as the
case may be, to exceed (a) 1.00:1.00 at any time from the Closing Date through
December 30, 2001; (b) 0.349:1.00 at any time from and after February 11, 2002
through March 25, 2002 or (c) 0.399:1.00 at any time thereafter.  3 
   §5.           Conditions
to Effectiveness.  This Third
Amendment shall not become effective until the Administrative Agent receives a
counterpart of this Third Amendment, executed by the Borrower, each Guarantor
and the Required Lenders.  §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), 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 Third
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.  §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 Third 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 Third 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 THIRD 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 Third Amendment as a document under seal as of the date first
above written.   PEREGRINE SYSTEMS, INC.By:
  /s/ [ILLEGIBLE]Name:Title:FLEET NATIONAL BANKBy:William S. Rowe,
  Vice PresidentBy:
  /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/ Steven J. StuckeyName:
  Steven J. StuckeyTitle:
  Vice PresidentKEYBANK NATIONAL ASSOCIATIONBy:
  /s/ Julien MichaelsName:
  JULIEN MICHAELSTitle:
  VICE PRESIDENT  5 
   THE BANK OF NOVA SCOTIABy:
  /s/ Ed KofmanName:
  Ed KofmanTitle:
  DirectorBNP PARIBASBy:
  /s/ Rafael C. Lumanian
  
  /s/ James F. McCannName:
  Rafael C. Lumanian
  
  James F. McCannTitle:
  Director
  
  Director  6 
   RATIFICATION OF GUARANTY  Each of the
undersigned guarantors hereby acknowledges and consents to the foregoing Third
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 hereunder.  PEREGRINE REMEDY, INC.By:
  /s/ [ILLEGIBLE]Name:Title:TELCO RESEARCH CORPORATIONBy:
  /s/ [ILLEGIBLE]Name:Title:HARBINGER HOLDINGS, INC.By:
  /s/ [ILLEGIBLE]Name:Title:PEREGRINE E-MARKETS, INC.By:
  /s/ [ILLEGIBLE]Name:Title:PEREGRINE DIAMOND, INC.By:
  /s/ [ILLEGIBLE]Name:Title:  7 
   PEREGRINE CONNECTIVITY, INC.By:
  /s/ [ILLEGIBLE]Name:Title:PEREGRINE ONTARIO BLUE JAYS, INC.By:
  /s/ [ILLEGIBLE]Name:Title:PEREGRINE CALIFORNIA PADRES, INC.By:
  /s/ [ILLEGIBLE]Name:Title:BALLGAME ACQUISITION CORPORATIONBy:
  /s/ [ILLEGIBLE]Name:Title:OCTOBER ACQUISITION CORPORATIONBy:
  /s/ [ILLEGIBLE]Name:Title:PEREGRINE BODHA, INC.By:
  /s/ [ILLEGIBLE]Name:Title:  8