8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 21, 2006

Mercury Interactive Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-22350	77-0224776
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

379 North Whisman Road, Mountain View, California 94043

(Address of Principal Executive Offices)

(Registrant’s Telephone Number, Including Area Code)

(650) 603-5200

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 241.14a-12)

¨ Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Mercury Interactive Corporation (the “Company”) (OTC: MERQ) announced, in a press release dated April 21, 2006, that it is soliciting consents from the holders of its $300 million aggregate principal amount of 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) and from the holders of its $500 million aggregate principal amount of Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”). In each case, the Company is requesting a waiver, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable (the “Waivers”), of any default or event of default under the terms of the Indentures governing such notes arising from the Company not meeting its requirement to timely file with the Securities and Exchange Commission and with the trustee of such notes, those reports required to be filed under the Securities Exchange Act of 1934. If the Company receives the consent of the holders of a majority of the aggregate principal amount of the outstanding 2007 Notes and a majority of the aggregate principal amount of the outstanding 2008 Notes on or prior to May 5, 2006 (the “Consent Date”) and all of the conditions described in the applicable consent solicitation materials are satisfied, the Waivers will be immediately effective, and the Company will, within five (5) business days thereafter, enter into (1) a supplement to the Indenture governing the 2007 Notes which shall require the Company to repurchase the 2007 Notes, at the option of the holder thereof, on March 1, 2007 at a repurchase price equal to 101.3% of the principal amount of the 2007 Notes, and (2) a supplement to the Indenture governing the 2008 Notes, which shall require the Company to repurchase the 2008 Notes, at the option of the holder thereof, on October 31, 2006 at a repurchase price equal to 107.25% of the principal amount of the 2008 Notes. The press release is attached hereto as Exhibit 99.1. The Consent Solicitation Statement for the 2008 Notes and the Letter of Consent for the 2008 Notes are attached hereto as Exhibits 99.2 and 99.3, respectively, and incorporated herein in their entirety. The Consent Solicitation Statement for the 2007 Notes and the Letter of Consent for the 2007 Notes are attached hereto as Exhibits 99.4 and 99.5, respectively, and incorporated herein in their entirety.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished herewith:

99.1 Press release dated April 21, 2006

99.2 Consent Solicitation Statement dated April 21, 2006 related to the Company’s Zero Coupon Senior Convertible Notes due 2008

99.3 Letter of Consent related to the Company’s Zero Coupon Senior Convertible Notes due 2008

99.4 Consent Solicitation Statement dated April 21, 2006, related to the Company’s 4.75% Convertible Subordinated Notes due 2007

99.5 Letter of Consent related to the Company’s 4.75% Convertible Subordinated Notes due 2007

These exhibits are furnished with this Current Report on Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and are not incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 21, 2006	MERCURY INTERACTIVE CORPORATION
	By:	/s/ David J. Murphy
		Name: David J. Murphy Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
	The following exhibits are furnished herewith:
99.1	Press release dated April 21, 2006
99.2	Consent Solicitation Statement dated April 21, 2006 related to the Company’s Zero Coupon Senior Convertible Notes due 2008
99.3	Letter of Consent related to the Company’s Zero Coupon Senior Convertible Notes due 2008
99.4	Consent Solicitation Statement dated April 21, 2006, related to the Company’s 4.75% Convertible Subordinated Notes due 2007
99.5	Letter of Consent related to the Company’s 4.75% Convertible Subordinated Notes due 2007

EX-99.1

Exhibit 99.1

Investor Relations Contact

Michelle Ahlmann, 650.603.5464

Public Relations Contact

Dave Peterson, 650.603.5231

MERCURY INTERACTIVE CORPORATION INITIATES SOLICITATION OF CONSENTS FROM CONVERTIBLE NOTE HOLDERS

MOUNTAIN VIEW, CALIF., — APRIL 21, 2006— Mercury Interactive Corporation (OTC: MERQ) today announced that it is soliciting consents from the holders of its $300 million aggregate principal amount of 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) and from the holders of its $500 million aggregate principal amount of Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”). In each case, Mercury is requesting a waiver, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable, of any default or event of default arising from Mercury not meeting its requirement to timely file with the Securities and Exchange Commission and with the trustee of the notes, those reports required to be filed under the Securities Exchange Act of 1934. Mercury is offering holders of the 2007 Notes an optional put right pursuant to which Mercury shall be required to repurchase the 2007 Notes, at the option of the holder, on March 1, 2007 at a repurchase price equal to 101.3% of the principal amount. Mercury is offering holders of the 2008 Notes an optional put right pursuant to which Mercury shall be required to repurchase the 2008 Notes, at the option of the holder, on October 31, 2006 (in addition to the existing optional put date of November 30, 2006) at the same repurchase price as the existing optional put right, equal to 107.25% of the principal amount. The put rights for the 2007 Notes and the 2008 Notes each will be effected pursuant to supplements to the indentures governing the applicable series of Notes.

The consent solicitations will expire at 5:00 p.m., Eastern Standard Time in the United States, on May 5, 2006 unless extended. Holders of a majority of the outstanding aggregate principal amount of 2007 Notes, and a majority of the aggregate principal amount of the 2008 Notes, have entered into written agreements with Mercury pursuant to which they have agreed to deliver executed letters of consent on or prior to the consent expiration date.

Holders may tender their consents to the Tabulation Agent at any time before the expiration date. Mercury has retained MacKenzie Partners, Inc. to serve as its Tabulation Agent for the consent solicitation. Questions concerning the terms of the consent solicitation and requests for documents should be directed to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, Attention: Jeanne Carr, (212) 929-5500 (call collect) or (800) 322-2885 (toll-free). Mercury has also retained Chanin Capital Partners as a financial advisor for the consent process.

This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The solicitation of the holders of the 2007 Notes is being made solely pursuant

to the Consent Solicitation Statement dated April 21, 2006 and the corresponding Letter of Consent. The solicitation of the holders of the 2008 Notes is being made solely pursuant to the Consent Solicitation Statement dated April 21, 2006 and the corresponding Letter of Consent. The limited consents previously obtained by the Company from the holders of the 2007 Notes and the 2008 Notes expired on March 31, 2006. If the consents currently solicited by the Company do not become effective, the 2007 Notes and the 2008 Notes could be accelerated pursuant to the terms of the applicable indentures. No assurance can be given that a future event of default under the indentures will not occur.

ABOUT MERCURY

Mercury Interactive Corporation (OTC: MERQ), the global leader in business technology optimization (BTO) software, is committed to helping customers optimize the business value of information technology. Founded in 1989, Mercury conducts business worldwide and is one of the largest enterprise software companies today. Mercury provides software and services for IT Governance, Application Delivery, and Application Management. Customers worldwide rely on Mercury offerings to govern the priorities, processes and people of IT and test and manage the quality and performance of business-critical applications. Mercury BTO offerings are complemented by technologies and services from global business partners. For more information, please visit www.mercury.com.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that reflect Mercury’s judgment and involve risks and uncertainties as of the date of this release. These forward looking statements relate to obtaining the requisite consents from the holders of the 2007 Notes and the 2008 Notes to waive, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable, any default or event of default under the terms of the indentures governing such notes arising from Mercury’s failure to file with the Securities and Exchange Commission and to furnish to the holders of notes, those reports required to be filed under the Securities Exchange Act of 1934. Potential risks and uncertainties include, among other things: 1) the timing of completion of the Company’s review, restatement and filing of its amended historical financial statements to be included in the Amended Form 10-K for fiscal year 2004 and the Amended Form 10-Q for the first quarter of fiscal year 2005, and becoming current in the Company’s other required SEC periodic reporting obligations, (2) the possibility that, if the Company does not obtain the requisite consents from noteholders, repayment of the notes may be accelerated by the trustee for the notes or the holders of the notes, and the related impact on the Company’s ability to fund future business objectives, (3) the nature and scope of the ongoing SEC investigation, (4) the timing of the relisting of the Company’s securities on a national securities exchange, including the risk that the Company will not achieve relisting on a national securities exchange, (5) the effect of any third party litigation arising out of the Special Committee investigation, (6) costs incurred by Mercury in connection with the Special Committee investigation and the SEC investigation, (7) the impact of the expensing of stock options and stock purchases under Mercury’s employee stock purchase program pursuant to Financial Accounting Standards Board’s Statement 123 including, without limitation, the impact of the restatement, (8) the impact of the resignations of Amnon Landan, Douglas Smith and Susan Skaer, and (9) the additional risks and important factors described in Mercury’s SEC reports, including the Quarterly Report on Form 10-Q for the fiscal

quarter ended March 31, 2005, which is available at the SEC’s website at http://www.sec.gov. All of the information in this press release is made as of April 21, 2006, and Mercury undertakes no duty to update this information.

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Mercury, Mercury Interactive and the Mercury logo are trademarks of Mercury Interactive Corporation and may be registered in certain jurisdictions. Other product and company names are used herein for identification purposes only, and may be trademarks of their respective companies.

MERCURY INTERACTIVE CORPORATION

379 N. Whisman Road

Mountain View, CA 94043

Tel: (650) 603-5200 Fax: (650) 603-5300

www.mercury.com

EX-99.2

Exhibit 99.2

CONSENT SOLICITATION STATEMENT

Solicitation of Consents relating to

the Waiver under and the Amendment of the Indenture

Governing its Zero Coupon Senior Convertible Notes due 2008

(CUSIP Nos. 589405 AD 1 and 589405 AC 3)

THIS CONSENT SOLICITATION STATEMENT WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 5, 2006, UNLESS OTHERWISE EXTENDED (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “CONSENT DATE”).

Subject to the terms and conditions set forth in this Consent Solicitation Statement (the “Consent Solicitation Statement”) and the accompanying Letter of Consent (the “Letter of Consent”), Mercury Interactive Corporation, a Delaware corporation (“Mercury”), is hereby soliciting the consent (such solicitation being referred to herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of Mercury’s Zero Coupon Senior Convertible Notes due 2008 (CUSIP Nos. 589405 AD 1 and 589405 AC 3) (the “Notes”), issued and outstanding under the Indenture (the “Base Indenture”) dated as of April 29, 2003 between Mercury, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) dated as of October 26, 2005 between Mercury and the Trustee.

The purpose of the Consent Solicitation is to obtain a waiver (the “Waiver”) until the Stated Maturity of the Notes of any Default or Event of Default under the Indenture that has arisen or may arise as a result of a failure by Mercury to comply with Section 7.04 of the Indenture (the “Reporting Covenant”), which requires Mercury to file with the Trustee reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 15 days after they are required to be filed with the Securities and Exchange Commission (the “SEC”); provided that Mercury shall continue to comply with the requirements of Section 314 of the Trust Indenture Act of 1939 and the rules and regulations thereunder (the “Trust Indenture Act”). By executing the accompanying Letter of Consent, the Holder consents to the Waiver.

If Mercury receives validly executed Letters of Consent from Holders of a majority of the aggregate Principal Amount of outstanding Notes (the “Requisite Consents”) on or prior to the Consent Date, and all of the conditions described herein and in the accompanying Letter of Consent are satisfied, the Waiver will be immediately effective and Mercury will, within 5 Business Days thereafter, enter into a supplement to the Indenture (the “Second Supplemental Indenture”) which shall require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on October 31, 2006 (the “Put Date”) at a repurchase price equal to 107.25% of the Principal Amount (the “Put Right”). By executing and delivering the accompanying Letter of Consent, the Holder consents to the Second Supplemental Indenture.

Mercury has entered into letter agreements with Holders of 53.1% of the aggregate Principal Amount of outstanding Notes pursuant to which such Holders have agreed to execute and deliver the accompanying Letter of Consent. In addition, Mercury has entered into letter agreements with holders of 50.3% of the aggregate principal amount of its outstanding 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) pursuant to which such holders have agreed to execute and deliver a letter of consent relating to the waiver of a default or event of default under Section 15.5 of the indenture governing the 2007 Notes dated July 3, 2000 (the “2007 Notes Indenture”). The letter agreements (“letter agreement”) expire on May 15, 2006.

In this Consent Solicitation Statement, the term “Record Date” means 5:00 p.m., New York City time, on April 7, 2006, and the term “Holder” means each person shown on the records of the registrar for the Notes as a registered holder on the Record Date. Capitalized terms used in this Consent Solicitation Statement and the accompanying Letter of Consent that are not otherwise defined herein have the meanings given to them in the Indenture.

The Tabulation Agent for the Consent Solicitation is:

MacKenzie Partners, Inc.

April 21, 2006

IMPORTANT

Holders are requested to read and consider carefully the information contained in this Consent Solicitation Statement and the accompanying Letter of Consent and to give their consent to the Waiver and the Second Supplemental Indenture by properly completing and executing the Letter of Consent in accordance with the instructions set forth therein.

Failure to deliver a Letter of Consent will have the same effect as if a Holder had chosen not to give its consent with respect to the Waiver and the Second Supplemental Indenture.

Recipients of this Consent Solicitation Statement and the accompanying Letter of Consent should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Consent Solicitation.

Only Holders or their duly designated proxies are eligible to consent to the Waiver and the Second Supplemental Indenture. Beneficial owners of the Notes who wish to provide a Letter of Consent and whose Notes are held, as of the Record Date, in the name of a broker, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Notes, to (i) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf or (ii) execute and deliver this Letter of Consent on behalf of such beneficial owner. For purposes of the Consent Solicitation, The Depository Trust Company (“DTC”) has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Notes held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

No person has been authorized to give any information or make any representations other than those contained or incorporated by reference herein or in the accompanying Letter of Consent and, if given or made, such information or representations must not be relied upon as having been authorized by Mercury, the Trustee or the Tabulation Agent. The statements made in this Consent Solicitation Statement are made as of the date set forth on the cover page hereof, and the delivery of this Consent Solicitation Statement and the accompanying Letter of Consent after such date shall not, under any circumstances, imply that the information contained herein and therein is correct after such date.

Questions concerning the terms of the Consent Solicitation should be directed to the Tabulation Agent at the address or telephone number set forth on the back cover page hereof. Requests for assistance in completing and delivering the accompanying Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to the Tabulation Agent at the address or telephone number set forth on the back cover page hereof.

THE CONSENT SOLICITATION

Background

On July 5, 2005, Mercury announced that in response to an informal inquiry of the SEC entitled “In the Matter of Certain Option Grants”, which was initiated in November 2004, its board of directors had appointed a special committee consisting of disinterested members of its audit committee to conduct an internal investigation relating to past stock option grants. Mercury announced that the special committee was being assisted by independent legal counsel and accounting experts. On August 8, 2005, Mercury announced that it would delay the filing of its quarterly report on Form 10-Q for the quarter ended June 30, 2005 pending the completion of the special committee’s investigation and that it believed it to be highly likely that Mercury would need to restate its

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historic GAAP financial statements. Failure to file the quarterly report on Form 10-Q for the quarter ended June 30, 2005 in a timely manner constituted a Default under the Indenture.

On August 29, 2005, Mercury announced that its special committee had determined that its previously issued financial statements for the fiscal years 2002, 2003 and 2004, included in Mercury’s Annual Report on Form 10-K for the year ended December 31, 2004, the Quarterly Reports on Form 10-Q filed with respect to each of those fiscal years and the financial statements included in the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal year 2005 should not be relied upon and would be restated. Mercury also announced that it would be revising the previously reported financial information included in its press release of July 28, 2005 and its Current Report on Form 8-K dated August 17, 2005 and that it had determined that it was highly likely that Mercury had a material weakness in internal control over financial reporting as of December 31, 2004. In addition, Mercury announced that it would delay the issuance of financial statements for the quarter ended June 30, 2005 until completion of the special committee investigation which it did not expect to be able to complete until November 2005.

On August 29, 2005, Mercury also announced that it received a notice of default from the Trustee as a result of its failure to comply with the Reporting Covenant. The trustee for Mercury’s 2007 Notes delivered a similar notice of default. On October 7, 2005, Mercury announced that it was soliciting the consent of the Holders of the Notes to a limited waiver, until March 31, 2006, of the Reporting Covenant and the consent of the holders of the 2007 Notes to a similar waiver (together, the “limited waiver”).

On October 26, 2005, Mercury announced that the Holders of over 93% of the Notes and over 94% of the 2007 Notes consented to the limited waiver. In consideration of the limited waiver, Mercury (i) entered into the First Supplemental Indenture pursuant to which Mercury shall be required to repurchase the Notes, at the option of the holder, on November 30, 2006 at a repurchase price equal to 107.25% of the Principal Amount and (ii) paid to each consenting holder of 2007 Notes a consent fee of $25.00 for each $1,000 Principal Amount of 2007 Notes.

On November 2, 2005, Mercury announced certain determinations made by the special committee related to Mercury’s past stock option practices. The determinations made by the special committee were publicly disclosed in a Current Report on Form 8-K dated November 2, 2005. In connection with these determinations, Mercury announced on November 2, 2005 that it had accepted the resignations of Amnon Landan as Chief Executive Officer and chairman of the board of directors, Douglas P. Smith as Executive Vice President and Chief Financial Officer and Susan J. Skaer as Vice President, General Counsel and Secretary. On that date, Mercury also announced that its board of directors had named Anthony Zingale as Chief Executive Officer and David Murphy as Chief Financial Officer and that Dr. Giora Yaron had been elected chairman of its board of directors.

On January 3, 2006, Mercury announced that its common stock was delisted from Nasdaq as a result of its noncompliance with Nasdaq listing requirements. Effective as of January 4, 2006, Mercury’s common stock has been traded on the Pink Sheets.

On March 17, 2006, Mercury announced that it expected to complete its restated financial statements and file its amended Form 10-K for the year ended December 31, 2004 and its amended Form 10-Q for the quarter ended March 31, 2005 with the SEC in the second quarter of 2006. On March 31, 2006, the limited waiver described above expired. As a result, Mercury is in Default under the Indenture and in default under the indenture governing the 2007 Notes pursuant to a similar reporting covenant.

Although Mercury intends to resume compliance with the Reporting Covenant, Mercury cannot determine when the existing Default will be cured by complying with the Reporting Covenant. If the Waiver were to not become effective, the Notes could be accelerated by the Holders or the Trustee.

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Consequently, subject to the terms and conditions of the Consent Solicitation as set forth in this Consent Solicitation Statement and the accompanying Letter of Consent, Mercury is requesting the Waiver in consideration of entering into the Second Supplemental Indenture in order to allow Mercury sufficient time to resume compliance with the Reporting Covenant, without the possibility of an acceleration of the Notes arising from its failure to comply with the Reporting Covenant. Mercury is seeking a similar waiver from the holders of the 2007 Notes.

Waiver

Mercury is soliciting the consent of the Holders of the Notes to the Waiver of the Reporting Covenant until the Stated Maturity of the Notes; provided that Mercury shall continue to comply with the requirements of Section 314 of the Trust Indenture Act. By executing and delivering the accompanying Letter of Consent, the Holder consents to the Waiver.

If Mercury receives the Requisite Consents on or prior to the Consent Date, and all of the conditions described herein and in the accompanying Letter of Consent are satisfied, the Waiver will be immediately effective. For purposes of determining the Requisite Consents with respect to the Notes, the aggregate outstanding Principal Amount of the Notes is $500,000,000.

If the Waiver becomes effective, it will be binding on all Holders and their transferees, regardless of whether such Holders have consented to the Waiver.

Second Supplemental Indenture

If Mercury receives the Requisite Consents on or prior to the Consent Date and all of the conditions described herein and in the accompanying Letter of Consent are satisfied, Mercury will, within five Business Days thereafter, enter into the Second Supplemental Indenture with the Trustee which shall require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on the Put Date at a repurchase price equal to 107.25% of the Principal Amount. By executing and delivering the accompanying Letter of Consent, the Holder consents to the Second Supplemental Indenture.

Under the Second Supplemental Indenture, Mercury will be required to send a notice to the Holders 20 Business Days prior to the Put Date stating, among other things, the repurchase price and the procedures that Holders must follow to require Mercury to repurchase their Notes. The Holders will continue to be entitled to the benefits of the First Supplemental Indenture, which gives Holders the right to require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on November 30, 2006 at a repurchase price equal to 107.25% of the Principal Amount. Accordingly, the Second Supplemental Indenture will give Holders the right to require Mercury to repurchase any or all of their Notes on October 31, 2006 or November 30, 2006.

The Second Supplemental Indenture will also provide that the exercise of the Put Right shall not be deemed an acceleration of the Notes under the Indenture.

Record Date

The Record Date for the determination of Holders entitled to give consent pursuant to the Consent Solicitation is 5:00 p.m., New York City time, on April 7, 2006. This Consent Solicitation Statement and the accompanying Letter of Consent are being sent to all Holders as of the Record Date. Mercury reserves the right to establish from time to time any new date as the Record Date and, thereupon, any such new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.

Conditions to the Consent Solicitation

The obligations of Mercury to accept validly executed and delivered Letters of Consent, effect the Waiver and enter into the Second Supplemental Indenture are contingent upon (i) Requisite Consents having been

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received (and not revoked) on or prior to the Consent Date, (ii) consents having been received (and not revoked) by the holders of a majority of the aggregate principal amount of Mercury’s outstanding 2007 Notes to the waiver of a default or event of default under Section 15.5 of the 2007 Notes Indenture and (iii) the absence of any law, regulation, injunction, action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Waiver or the execution of the Second Supplemental Indenture or that would question the legality or validity thereof.

Consent Date; Extensions; Amendment

The term “Consent Date” means 5:00 p.m., New York City time, on May 5, 2006, unless Mercury, in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” means the latest time and date to which the Consent Solicitation is extended. In order to extend the Consent Date, Mercury will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, in each case prior to 9:00 a.m., New York City time, on the Business Day following the previously scheduled Consent Date. Mercury may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder or beneficial owner of Notes to be so notified will not affect the extension of the Consent Solicitation.

If the Consent Solicitation materials are amended or modified in any way, Mercury will promptly disclose such amendment or modification in a manner deemed appropriate and shall give the Holders no less than three Business Days to revoke their Letters of Consent.

Subject to applicable law, the Consent Solicitation may be amended, abandoned or terminated at any time prior to the Waiver becoming effective for any reason, in which case any Letters of Consent received will be voided and the Second Supplemental Indenture will not become effective.

Procedures for Consenting

Holders who wish to consent to the Waiver and the Second Supplemental Indenture must deliver a properly completed and executed Letter of Consent by mail, first-class postage prepaid, by hand delivery, by overnight courier or by facsimile transmission to the Tabulation Agent at the address or facsimile number set forth on the back cover page hereof and in accordance with the instructions set forth therein. However, Mercury reserves the right to accept any Letter of Consent received by it or the Trustee. Delivery of Letters of Consent should be made sufficiently in advance of the Consent Date to assure that the Letter of Consent is received prior to the Consent Date.

A Holder must execute the Letter of Consent exactly as its name appears on the Notes. An authorized Participant must execute the Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign the Letter of Consent. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing the Letter of Consent and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration. If a Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute the Letter of Consent on behalf of the Holder. Any beneficial owner of the Notes who is not a Holder of record of such Notes must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.

Signatures must be guaranteed in accordance with paragraph 6 of the instructions in the accompanying Letter of Consent.

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If a Letter of Consent relates to fewer than all the Notes held of record as of the Record Date by the Holder providing such consent, such Holder must indicate on the Letter of Consent the aggregate dollar amount (in integral multiples of $1,000) of such Notes to which the Letter of Consent relates. Otherwise, the Letter of Consent will be deemed to relate to all such Notes.

Under no circumstances should any person tender or deliver Notes to Mercury, the Trustee or the Tabulation Agent.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Consent and notices of revocation will be resolved by Mercury, whose determinations will be binding. Mercury reserves the absolute right to reject any or all Letters of Consent and notices of revocation that are not in proper form or the acceptance of which could, in the opinion of Mercury’s counsel, be unlawful. Mercury also reserves the right to waive any irregularities in connection with deliveries, or Mercury may require that such irregularities be cured within such time as Mercury determines. None of Mercury, the Trustee, the Tabulation Agent or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived. Mercury’s interpretation of the terms and conditions of the Consent Solicitation (including this Consent Solicitation Statement and the accompanying Letter of Consent and the instructions hereto and thereto) will be binding on all parties.

Revocation of Letter of Consent

A properly completed and executed Letter of Consent received on or prior to the Consent Date will be given effect in accordance with its terms unless properly revoked prior to the effectiveness of the Waiver. A Letter of Consent may not be revoked after the Waiver becomes effective. The transfer of Notes after the Record Date will not have the effect of revoking a Letter of Consent theretofore validly given unless the subsequent holder has received a duly executed proxy from the relevant Holder.

In order to revoke a Letter of Consent, a changed Letter of Consent bearing a date later than the date of the prior Letter of Consent or a notice of revocation must be delivered to the Tabulation Agent at the address set forth on the back cover page hereof. A notice of revocation must be in writing and contain the name of the Holder and the aggregate Principal Amount of the Notes to which the notice of revocation relates and must be (i) signed in the same manner as the Letter of Consent to which the notice of revocation relates or (ii) accompanied by a duly executed proxy satisfactory to Mercury.

Letters of Consent delivered by Holders that entered into a letter agreement with Mercury shall be automatically revoked if (i) Mercury has not received the consent of a majority of the aggregate principal amount of the Mercury’s outstanding 2007 Notes to the waiver of a default or event of default under Section 15.5 of the 2007 Notes Indenture or (ii) the Second Supplemental Indenture has not been executed by Mercury, in each case by 5:00 p.m. PST on May 15, 2006.

Financial Advisor

Mercury has retained Chanin Capital Partners to act as its financial advisor with respect to the Consent Solicitation.

Tabulation Agent

Mercury has retained MacKenzie Partners, Inc. to act as tabulation agent with respect to the Consent Solicitation (the “Tabulation Agent”). Mercury has agreed to pay reasonable and customary fees to the Tabulation Agent and to reimburse the Tabulation Agent for its reasonable out-of-pocket expenses in connection with such services.

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Requests for assistance in completing and delivering the accompanying Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to the Tabulation Agent at its address and telephone number set forth on the back cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

Fees and Expenses

Mercury will bear the costs of the Consent Solicitation, including reimbursement of the Trustee’s reasonable and customary expenses in connection with the Consent Solicitation. Mercury will also reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable and customary expenses in forwarding this Consent Solicitation Statement, the accompanying Letter of Consent and other materials to beneficial owners of the Notes.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

This disclosure is limited to the U.S. federal tax issues addressed herein. Additional issues may exist that are not addressed in this disclosure and that could affect the U.S. federal tax treatment of the Consent Solicitation. This tax disclosure was written in connection with the solicitation by Mercury of consents to the Waiver, and it cannot be used by any holder for the purpose of avoiding penalties that may be asserted against the holder under the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”). Holders should seek their advice based on their particular circumstances from an independent tax adviser.

The following summary describes certain U.S. federal income tax consequences of the Consent Solicitation. This discussion applies only to Notes held as capital assets, and does not describe all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as:

• certain financial institutions;

• insurance companies;

• dealers in securities or foreign currencies;

• persons holding Notes as part of a hedge or other integrated transaction;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• partnerships or other entities classified as partnerships for U.S. federal income tax purposes; or

• persons subject to the alternative minimum tax.

This summary is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations in effect as of the date hereof, changes to any of which subsequent to the date of this Consent Solicitation Statement may affect the tax consequences described herein. Holders are urged to consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Consequences to U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is:

• a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

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• an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

The term U.S. Holder also includes certain former citizens and residents of the United States.

Deemed Exchange of Notes

If the Requisite Consents are received and the Waiver and the Second Supplemental Indenture become effective, the U.S. federal income tax consequences will depend on whether or not, under applicable Treasury regulations, the adoption of the Second Supplemental Indenture results in a “significant modification” of the Notes. If the adoption of the Second Supplemental Indenture constitutes a significant modification of the Notes, holders will be deemed to have exchanged the Notes (“Old Notes”) for new Notes (“New Notes”) in a taxable transaction for U.S. federal income tax purposes. Although the matter is not free from doubt, Mercury intends to treat the adoption of the Second Supplemental Indenture as a significant modification of the Notes, and the remainder of the discussion assumes such treatment.

Provided that the adoption of the Second Supplemental Indenture constitutes a significant modification of the Notes, a U.S. Holder will generally realize gain or loss on the deemed exchange of Old Notes for New Notes in an amount equal to the difference (if any) between the amount realized on the deemed exchange and such U.S. Holder’s adjusted tax basis in the Old Notes. The amount realized would equal the “issue price” of the New Notes (other than any amount treated as received with respect to accrued original issue discount on the Old Notes, which would be taxable as ordinary interest income). The issue price of the New Notes will depend on whether the Old Notes or the New Notes are “publicly traded” within the meaning of applicable Treasury regulations. If either the Old Notes or the New Notes are publicly traded, the issue price of the New Notes will equal the fair market value of the New Notes (if the New Notes are publicly traded) or the Old Notes (if the New Notes are not publicly traded), in each case on the date of the deemed exchange. If neither the Old Notes nor the New Notes are publicly traded, the issue price of the New Notes will equal an imputed principal amount determined under applicable Treasury regulations. While not clear, Mercury believes that the Old Notes and the New Notes are publicly traded within the meaning of the applicable Treasury regulations.

If the deemed exchange is treated as a wash sale within the meaning of Section 1091 of the Code, U.S. Holders would not be allowed to currently recognize any loss resulting from the deemed exchange. Instead, such loss will be deferred, and would be reflected as an increase in the basis of the New Notes. U.S. Holders should consult their own tax advisers regarding whether the deemed exchange may be subject to the wash sale rules.

Subject to the application of the market discount rules discussed in the next paragraph, any gain or loss will be capital gain or loss. Such capital gain or loss will be short-term capital gain or loss if, as Mercury believes, the adoption of the First Supplemental Indenture on October 26, 2005 constituted a significant modification of the Notes, and therefore gave rise to a deemed exchange of the Notes in a taxable transaction at that time (which exchange would start a new holding period for a U.S. Holder in the Notes). The deduction of capital losses for U.S. federal income tax purposes is subject to limitations. A U.S. Holder’s holding period for a New Note will commence on the date immediately following the date of the deemed exchange, and the U.S. Holder’s initial tax basis in the New Note will be the issue price of the New Note.

If a U.S. Holder holds Old Notes acquired at a “market discount,” any gain recognized by the holder on the deemed exchange of the Old Notes would be recharacterized as ordinary interest income to the extent of accrued market discount that had not previously been included as ordinary income.

Under applicable Treasury regulations, the Put Right will be presumed to be exercised for purposes of determining original issue discount on the New Notes. Accordingly, subject to a statutory de minimis exception, if the issue price of a New Note at the time of the deemed exchange is less than the amount payable upon an exercise of the Put Right, the New Note would have original issue discount for U.S. federal income tax purposes. Such original issue discount would be included in a U.S. Holder’s gross income on a constant yield basis over the period from the time of the deemed exchange until the Put Date. Information regarding any such original issue

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discount on the New Notes will be available in Internal Revenue Service Publication 1212. If the Put Right is not in fact exercised, certain adjustments will be made with respect to accruals on the New Notes for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisers regarding the tax consequences of a failure to exercise the Put Right.

Information Reporting and Backup Withholding

Information returns will be filed with the Internal Revenue Service (“IRS”) in connection with the deemed payment of original issue discount with respect to a deemed exchange of Old Notes for New Notes. A U.S. Holder will be subject to U.S. backup withholding on such payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. The amount of any backup withholding deducted from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

U.S. Holders should consult their own tax advisers as to the tax consequences of the Consent Solicitation, including whether the adoption of the Second Supplemental Indenture would result in a significant modification of the Notes, whether the Notes are publicly traded for U.S. federal income tax purposes and whether the wash sale rules apply.

Tax Consequences to Non-U.S. Holders

As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is:

• a nonresident alien individual;

• a foreign corporation; or

• a nonresident alien fiduciary or a foreign estate or trust.

This discussion is not addressed to Non-U.S. Holders who own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of Mercury entitled to vote, who are controlled foreign corporations related to Mercury through stock ownership, or who, on the date of acquisition of the Notes, owned Notes with a fair market value of more than 5% of the fair market value of the common stock of Mercury. Additionally, this discussion does not describe the U.S. federal income tax consequences to Non-U.S. Holders who are engaged in a trade or business in the United States with which the Notes are effectively connected, or who are individuals present in the United States for 183 days or more in the taxable year of disposition. Such Non-U.S. Holders will generally be subject to special rules and should consult their own tax advisers regarding the U.S. federal income tax consequences applicable to their particular situation.

Deemed Exchange of Notes

Any gain realized by a Non-U.S. Holder on a deemed exchange of Old Notes for New Notes (as described above under “Tax Consequences to U.S. Holders—Deemed Exchange of Notes”) will not be subject to U.S. federal income tax.

Deemed payments of original issue discount to any Non-U.S. Holder on a deemed exchange of Old Notes for New Notes will not be subject to U.S. federal withholding tax, provided that the Non-U.S. Holder certifies on IRS Form W-8BEN, under penalties of perjury, that it is not a United States person.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with the deemed payment of any original issue discount with respect to a deemed exchange of Old Notes for New Notes. Unless the Non-U.S. Holder complies

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with certification procedures to establish that it is not a United States person, the Non-U.S. Holder may be subject to U.S. backup withholding on any deemed payments of original issue discount with respect to the Notes. The certification procedures required to claim the exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS.

WHERE YOU CAN FIND MORE INFORMATION

Mercury is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Mercury has failed to timely file its quarterly report on Form 10-Q for the quarters ended June 30, 2005 and September 30, 2005 and its annual report on Form 10-K for the year ended December 31, 2005. You may read and copy any document that Mercury has filed at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access Mercury’s SEC filings.

Mercury is incorporating by reference the information it files with the SEC, which means that Mercury can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Consent Solicitation Statement, and information that Mercury files later with the SEC will automatically update and supersede this information. Mercury incorporates by reference the documents listed below, all filings pursuant to Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act after the date hereof and all documents subsequently filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the Consent Solicitation:

(a) Current Reports on Form 8-K and 8-K/A filed on January 6, 2006, February 9, 2005, February 17, 2005, April 20, 2002, July 8, 2005(2), July 28, 2005(2), August 8, 2005, August 17, 2005, August 29, 2005, October 4, 2005, October 7, 2005, October 19, 2005, October 26, 2005, October 28, 2005, November 2, 2005, November 3, 2005, November 17, 2005, December 2, 2005, December 21, 2005, December 27, 2005, January 3, 2006, January 11, 2006, February 2, 2006, February 6, 2006, February 13, 2006, February 14, 2006(2), February 22, 2006, February 27, 2006, March 16, 2006, March 20, 2006 and April 3, 2006;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; and

(c) Annual Report on Form 10-K for the year ended December 31, 2004.

Notwithstanding the foregoing, Mercury is not incorporating any of its historical financial statements or financial information included in its annual report on Form 10-K for the year ended December 31, 2004, quarterly report on form 10-Q for the quarter ended March 31, 2005 or in any current report on Form 8-K. Mercury’s special committee has determined that such historical financial statements and financial information should not be relied upon. In addition, Mercury is not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

Holders may request a copy of these filings at no cost, by writing or telephoning the office of Mercury Interactive Corporation, 379 North Whisman Road, Mountain View, California 94043, Attention: General Counsel, telephone number (650) 603-5200.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

The statements included or incorporated by reference in this Consent Solicitation Statement that relate to matters that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including without limitation, statements regarding the estimated amounts of write-downs and write-offs, and Mercury’s expected operating and performance outlook. When used in this Consent Solicitation Statement and the documents incorporated by reference herein, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements. Further events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. Factors that might cause such a difference include:

• the risk of possible changes to Mercury’s financial statements;

• the results of the internal investigation initiated under the direction of Mercury’s special committee; and

• the costs of these matters, and the potential disruptive effects of these matters on Mercury’s business.

Mercury’s expectations concerning any adjustments to its financial statements as a result of the independent investigation are also “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The final results of the independent investigation may result in adjustments that are materially greater or different from the adjustments Mercury currently expects. Given these uncertainties, Holders are cautioned not to place undue reliance on such forward-looking statements.

Forward-looking statements contained in this Consent Solicitation Statement speak only as of the date of this Consent Solicitation Statement, and, unless otherwise required by law, Mercury disclaims any duty or obligation to update any forward-looking statements. Holders should carefully review reports or documents that Mercury periodically files with the SEC.

MISCELLANEOUS

This Consent Solicitation is not being made to, and Letters of Consent will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Mercury may in its discretion take such action as it may deem necessary to make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to Holders in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of Mercury by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent and other related documents should be directed to the Tabulation Agent at its address and telephone number below. Letters of Consent must be delivered to the Tabulation Agent on or before May 5, 2006.

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Attention: Kevin Auten

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Facsimile: (212) 929-0308

Email: proxy@mackenziepartners.com

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EX-99.3

Exhibit 99.3

LETTER OF CONSENT

Letter of Consent relating to

the Waiver under and the Amendment of the Indenture

Governing its Zero Coupon Senior Convertible Notes due 2008

(CUSIP Nos. 589405 AD 1 and 589405 AC 3)

To: MacKenzie Partners, Inc. (as Tabulation Agent)

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Attention: Kevin Auten

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Facsimile: (212) 929-0308

Email: proxy@mackenziepartners.com

Subject to the terms and conditions set forth in this Letter of Consent (“Letter of Consent”) and the related Consent Solicitation Statement (the “Consent Solicitation Statement”), Mercury Interactive Corporation, a Delaware corporation (“Mercury”), is soliciting the consent (such solicitation being referred to herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of Mercury’s Zero Coupon Senior Convertible Notes due 2008 (CUSIP Nos. 589405 AD 1 and 589405 AC 3) (the “Notes”), issued and outstanding under the Indenture (the “Base Indenture”) dated as of April 29, 2003 between Mercury, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) dated as of October 26, 2005 between Mercury and the Trustee.

In this Letter of Consent, the term “Record Date” means 5:00 p.m., New York City time, on April 7, 2006, and the term “Holder” means each person shown on the records of the registrar for the Notes as a registered holder on the Record Date. Capitalized terms used herein but not defined herein have the meanings given to them in the Consent Solicitation Statement or in the Indenture.

Holders who wish to consent to the Waiver and the Second Supplemental Indenture must deliver a properly completed and executed Letter of Consent by mail, first-class postage prepaid, by hand delivery, by overnight courier or by facsimile transmission to the Tabulation Agent at the address or facsimile number set forth above and in accordance with the instructions set forth herein. However, Mercury reserves the right to accept any Letter of Consent received by it or the Trustee.

Under no circumstances should any person tender or deliver Notes to Mercury, the Trustee or the Tabulation Agent.

Mercury has entered into letter agreements with Holders of 53.1% of the aggregate Principal Amount of outstanding Notes pursuant to which such Holders have agreed to execute and deliver a Letter of Consent. In addition, Mercury has entered into letter agreements with holders of 50.3% of the aggregate principal amount of its outstanding 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) pursuant to which such holders have agreed to execute and deliver a letter of consent relating to the waiver of a default or event of default under Section 15.5 of the indenture governing the 2007 Notes dated July 3, 2000 (the “2007 Notes Indenture”). The letter agreements (“letter agreements”) expire on May 15, 2006.

The obligations of Mercury to accept validly executed and delivered Letters of Consent, effect the Waiver and enter into the Second Supplemental Indenture are contingent upon (i) Requisite Consents having been received (and not revoked) on or prior to the Consent Date, (ii) consents having been received (and not revoked) by the holders of a majority of the aggregate principal amount of Mercury’s outstanding 2007 Notes to the waiver of a default or event of default under Section 15.5 of the 2007 Notes Indenture. and (iii) the absence of any law, regulation, injunction, action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Waiver or the execution of the Second Supplemental Indenture or that would question the legality or validity thereof.

CONSENT TO THE WAIVER AND THE SECOND SUPPLEMENTAL INDENTURE

By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement and hereby represents and warrants that the undersigned is the Holder (or duly designated proxy) of the Notes indicated below and has full power and authority to take the action indicated below in respect of such Notes. The undersigned will, upon request, execute and deliver any additional documents deemed by Mercury to be necessary or desirable to perfect the undersigned’s consent to the Waiver and the Second Supplemental Indenture.

By execution hereof, the undersigned acknowledges that Mercury has failed to file and may fail to file with the Securities and Exchange Commission (the “SEC”) reports required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Further, the undersigned acknowledges that Mercury has failed to file and may fail to file such reports with the Trustee within 15 days after they are required to be filed with the SEC as required by Section 7.04 of the Indenture.

Subject to the satisfaction of the conditions specified in the Consent Solicitation Statement and this Letter of Consent, pursuant to Section 5.13 of the Indenture, the undersigned hereby waives until the Stated Maturity of the Notes any Default or Event of Default that has arisen or may arise as a result of a failure by Mercury to comply with Section 7.04 of the Indenture (the “Reporting Covenant”), which requires Mercury to file with the Trustee reports required to be filed pursuant to the Exchange Act within 15 days after they are required to be filed with the SEC; provided that Mercury shall continue to comply with the requirements of Section 314 of the Trust Indenture Act.

If Mercury receives the Requisite Consents on or prior to the Consent Date and all of the conditions described herein and in the Consent Solicitation Statement are satisfied, the Waiver will be immediately effective and Mercury will, within 5 Business Days thereafter, enter into the Second Supplemental Indenture which shall require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on October 31, 2006 at a repurchase price equal to 107.25% of the Principal Amount. By executing this Letter of Consent, the undersigned hereby consents, pursuant to Section 9.02 of the Indenture, to the Second Supplemental Indenture.

The Holders will continue to be entitled to the benefits of the First Supplemental Indenture, which gives Holders the right to require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on November 30, 2006 at a repurchase price equal to 107.25% of the Principal Amount. Accordingly, the Second Supplemental Indenture will give Holders the right to require Mercury to repurchase any or all of their Notes on October 31, 2006 or November 30, 2006.

The Second Supplemental Indenture will also provide that the exercise of the Put Right shall not be deemed an acceleration of the Notes under the Indenture.

The undersigned acknowledges that Letters of Consent delivered pursuant to any one of the procedures described under the heading “The Consent Solicitation—Procedures for Consenting” in the Consent Solicitation Statement and in the instructions included in this Letter of Consent will constitute a binding agreement between the undersigned and Mercury upon the terms and subject to the conditions set forth herein and in the Consent Solicitation Statement.

The undersigned authorizes the Tabulation Agent to deliver this Letter of Consent and any proxy delivered in connection herewith to Mercury and the Trustee as evidence of the undersigned’s actions with respect to the Waiver and the Second Supplemental Indenture.

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Unless otherwise specified in the table below, this Letter of Consent relates to the total aggregate principal amount of Notes held of record by the undersigned at the close of business on the Record Date. If this Letter of Consent relates to less than the total aggregate principal amount of Notes so held, the undersigned must list on the table below the serial numbers (with respect to the Notes not held by depositaries) and principal amount (in integral multiples of $1,000) of Notes for which consent is given. If the space provided below is inadequate, list the serial numbers and principal amounts on a separate signed schedule and affix the schedule to this Letter of Consent.

DESCRIPTION OF THE NOTES AS TO WHICH CONSENTS ARE GIVEN
Name and Address         of Holder	Serial         Number(s)*	Aggregate Principal         Amount of Notes**	Principal Amount With Respect to         Which Consents are         Given**
	Total: Principal Amount Consenting $
*       Need not be completed by Holders whose Notes are held of record by depositaries.
**     Unless otherwise indicated in the column labeled “Principal Amount With Respect to Which Consents Are Given,” the undersigned will be deemed to have consented in respect of the entire aggregate principal amount indicated in the column labeled “Aggregate Principal Amount of Notes.” All principal amounts must be in multiples of $1,000.

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CONSENT

IMPORTANT—READ CAREFULLY

A Holder must execute this Letter of Consent exactly as its name appears on the Notes. An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign this Letter of Consent. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing this Letter of Consent and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration. If this Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute and deliver this Letter of Consent on behalf of the Holder.

Signature(s) of Holder(s)

Signature(s):                                                                                                                                                                                        

Name(s):                                                                                                                                                                                               

(Please Print)

Date:                                                                                                                                                                                                        

Capacity (full title):                                                                                                                                                                           

Address (Include Zip Code):                                                                                                                                                         

Area Code and Telephone No.:                                                                                                                                                     

Wire Transfer Instructions:*                                                                                                                                                          

Tax Identification or Social Security No.:                                                                                                                                 

GUARANTEE OF SIGNATURE(S)

(If required, see instructions 5 and 6 below)

Authorized Signature:                                                                                                                                                                       

Name and Title:                                                                                                                                                                                  

(Please Print)

Dated:                                                                                                                                                                                                    

Name of Firm:                                                                                                                                                                                     

* To be provided if payment is to be made by wire transfer

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PROXY WITH RESPECT TO THE CONSENT

The undersigned hereby irrevocably appoints                                         , as attorney and proxy of the undersigned, with full power of substitution, to execute and deliver this Letter of Consent on which this Proxy is set forth with respect to the Notes in accordance with the terms of the Consent Solicitation described in the Consent Solicitation Statement, with all the power the undersigned would possess if consenting personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON THE LATER OF (i) THE DATE THE WAIVER BECOMES EFFECTIVE OR (ii) THE CONSENT DATE.

The aggregate principal amount and serial numbers of Notes as to which this Proxy is given are set forth below.

  Aggregate Principal Amount of Note(s)           Serial Number(s)        

IMPORTANT—READ CAREFULLY

This proxy must be signed by the Holder exactly as its name appears on the Notes. If the Notes are held of record by two or more joint Holders, all such Holders must sign this proxy. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the signatory’s full name below.

PLEASE SIGN BELOW

(See Instructions 1 and 5 below)

Signature:

Signature:

Dated:                                  , 2006

Name(s):
(Please Print)
Capacity (full title):
Address (Including Zip Code):
Area Code and Telephone Number:
SIGNATURE GUARANTEE
(If Required, see Instructions 5 and 6 below)
Signature(s) Guaranteed by an Eligible Institution:
	(Authorized Signature)
	(Name and Title)
Dated:	(Name of Firm)

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INSTRUCTIONS FOR CONSENTING HOLDERS

(FORMING PART OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION)

1. Delivery of this Letter of Consent. Holders who wish to consent to the Waiver and Second Supplemental Indenture must deliver this Letter of Consent, properly completed and executed, by mail, first-class postage prepaid, by hand delivery, by overnight courier or by facsimile transmission to the Tabulation Agent at the address or facsimile number set forth on the cover page hereof and in accordance with the instructions set forth herein. However, Mercury reserves the right to accept any Letter of Consent received by it or the Trustee. Delivery of Letters of Consent should be made sufficiently in advance of the Consent Date to assure that the Letter of Consent is received prior to the Consent Date. The method of delivery of this Letter of Consent and all other required documents to the Tabulation Agent is at the risk of the Holder or duly designated proxy, and the delivery will be deemed made only when actually received by the Tabulation Agent. This Letter of Consent should not be sent to any person other than the Tabulation Agent.

2. Consent Date. The Consent Solicitation expires at 5:00 p.m., New York City time, on May 5, 2006, unless Mercury, in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” shall mean the latest time and date to which the Consent Solicitation is so extended. In order to extend the Consent Date, Mercury will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, in each case prior to 9:00 a.m., New York City time, on the next Business Day after the previously scheduled Consent Date. Mercury may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder or beneficial owner of the Notes to be so notified will not affect the extension of the Consent Solicitation.

3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Consent and notices of revocation will be resolved by Mercury, whose determinations will be binding. Mercury reserves the absolute right to reject any or all Letters of Consent and notices of revocation that are not in proper form or the acceptance of which could, in the opinion of Mercury’s counsel, be unlawful. Mercury also reserves the right to waive any irregularities in connection with deliveries, or Mercury may require that such irregularities be cured within such time as Mercury determines. None of Mercury, the Trustee, the Tabulation Agent or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived. Mercury’s interpretation of the terms and conditions of the Consent Solicitation (including this Letter of Consent and the accompanying Consent Solicitation Statement and the instructions hereto and thereto) will be binding on all parties.

4. Holders Entitled to Consent. Only Holders or their duly designated proxies are eligible to consent to the Waiver and the Second Supplemental Indenture. Beneficial owners of the Notes who wish to provide a Letter of Consent and whose Notes are held, as of the Record Date, in the name of a broker, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Notes, to (i) deliver a proxy so that such beneficial owner can execute and deliver this Letter of Consent on its own behalf or (ii) execute and deliver this Letter of Consent on behalf of such beneficial owner. For purposes of the Consent Solicitation, The Depository Trust Company (“DTC”) has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were Holders of the Notes held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants. A consent by a Holder or duly designated proxy is a continuing consent notwithstanding that ownership of a Note has been transferred subsequent to the Record Date, unless the Holder or duly designated proxy timely revokes the prior consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

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5. Signatures on this Letter of Consent. A Holder must execute this Letter of Consent exactly as its name appears on the Notes. An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign this Letter of Consent. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing this Letter of Consent and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration. If this Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute this Letter of Consent on behalf of the Holder. Any beneficial owner of the Notes who is not a Holder of record of such Notes must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver this Letter of Consent on behalf of such beneficial owner.

6. Signature Guarantees. All signatures on this Letter of Consent must be guaranteed by a firm or other entity identified in Rule l7Ad-15 under the Exchange Act, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program (each an “Eligible Institution”). However, signatures need not be guaranteed if this Letter of Consent is given by or for the account of an Eligible Institution.

7. Revocation of Consent. Any Holder (or duly designated proxy) of Notes as to which a Letter of Consent has been given may revoke such Letter of Consent as to such Notes or any portion of such Notes (in integral multiples of $1,000) by delivering a written notice of revocation or a changed Letter of Consent bearing a date later than the date of the prior Letter of Consent to the Tabulation Agent at any time prior to the effectiveness of the Waiver (which may occur prior to the Consent Date). Any notice of revocation received after the effectiveness of the Waiver will not be effective, even if received prior to the Consent Date. The transfer of Notes after the Record Date will not have the effect of revoking a Letter of Consent theretofore validly given by a Holder of such Notes or duly designated proxy, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Notes to which such Letter of Consent relates, unless the procedure for revoking consents described below has been complied with.

To be effective, a notice of revocation must be in writing and contain the name of the Holder and the aggregate principal amount of the Notes to which the notice of revocation relates and must be (i) signed in the same manner as the Letter of Consent to which the notice of revocation relates or (ii) accompanied by a duly executed proxy satisfactory to Mercury. Revocation of consents must be sent to the Tabulation Agent at its address set forth on the cover page of this Letter of Consent.

A Holder must execute a notice of revocation exactly as its name appears on the Notes. An authorized Participant must execute a notice of revocation exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign the notice of revocation. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing the notice of revocation and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate notices of revocation must be executed covering each form of registration. If the notice of revocation is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute the notice of revocation on behalf of the Holder. Any beneficial owner of the Notes who is not a Holder of record of such Notes must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver a notice of revocation on behalf of such beneficial owner. A transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to a Letter of Consent theretofore validly given. A purported

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notice of revocation that is not received by the Tabulation Agent in a timely fashion and accepted by Mercury as a valid revocation will not be effective to revoke a Letter of Consent previously given.

Letters of Consent delivered by Holders that entered into a letter agreement with Mercury shall be automatically revoked if (i) Mercury has not received the consent of a majority of the aggregate principal amount of the Mercury’s outstanding 2007 Notes to the waiver of a default or event of default under Section 15.5 of the 2007 Notes Indenture or (ii) the Second Supplemental Indenture has not been executed by Mercury, in each case by 5:00 p.m. PST on May 15, 2006.

Prior to the effectiveness of the Waiver (which may occur prior to the Consent Date), Mercury intends to consult with the Tabulation Agent to determine whether the Tabulation Agent has received any revocations of consents. Mercury reserves the right to contest the validity of any such revocations.

8. Backup Withholding. In general, information reporting requirements will apply to the adoption of the Second Supplemental Indenture. Backup withholding under federal income tax law will not apply if a consenting U.S. holder has provided such Holder’s correct taxpayer identification number (“TIN”) which, in the case of a Holder who is an individual, is his or her social security number, and certain other information, or otherwise establishes a basis for exemption from backup withholding. Completion of the Substitute Form W-9 provided in this Letter of Consent should be used for this purpose. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and information reporting requirements, provided that they properly demonstrate their eligibility for exemption.

The “Applied For” box in Part I of the Substitute Form W-9 may be checked if the consenting U.S. holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. A consenting U.S. holder who checks the “Applied For” box in Part I in lieu of furnishing his or her TIN should furnish the Tabulation Agent with such Holder’s TIN as soon as it is received.

In order for a non-U.S. holder to qualify as an exempt recipient, that non-U.S. holder should submit the appropriate Internal Revenue Service Form W-8 (which are available from the Tabulation Agent) signed under penalties of perjury, attesting to that non-U.S. holder’s foreign status.

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PAYER’S NAME: MacKenzie Partners, Inc. (as Tabulation Agent)
SUBSTITUTE Form W-9	PAYEE INFORMATION (please print or type)
Department of the Treasury Internal Revenue Service	Individual or     business     name:
Request for Taxpayer Identification Number and Certification	Check     appropriate     box:	¨  Individual/Sole Proprietor ¨   Partnership ¨   Exempt from backup withholding	¨ Corporation   ¨ Other
	Address     (number,     street, and     apt. or suite     no.):
	City, State and     ZIP code:

Part I: Taxpayer Identification Number (“TIN”) Enter your TIN to the right. For individuals, your TIN is your social security number. Sole proprietors may enter either their social security number or their employer identification number. For other entities, your TIN is your employer identification number.	Social security number: or Employer identification number: ¨ Applied For
Part II: Certification Certification Instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service (the “IRS”) that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2. Under penalties of perjury, I certify that: 1.      The number shown on this form is my correct TIN (or a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future). I understand that until I provide my TIN to the payer, a portion of all reportable payments made to me by the payer may be withheld and remitted to the IRS as backup withholding; 2.      I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; 3.      I am a U.S. person (including a U.S. resident alien); and 4.      All other information provided on this form is true and correct.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	, 2006
Signature	Date

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NOTE: Failure to complete and return this form may result in backup withholding of 28% of any payments made to you pursuant to the Consent Solicitation and a $50 penalty imposed by the IRS. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

9. Amendment. Mercury reserves the absolute right, subject to applicable law, to amend or modify the terms of the Consent Solicitation.

10. Questions and Requests for Assistance and Additional Copies. Questions regarding the Consent Solicitation, requests for assistance in completing and delivery of this Letter of Consent or for additional copies of the Consent Solicitation Statement, this Letter of Consent or other related documents should be directed to the Tabulation Agent as follows:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Attention: Kevin Auten

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Facsimile: (212) 929-0308

Email: proxy@mackenziepartners.com

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EX-99.4

Exhibit 99.4

CONSENT SOLICITATION STATEMENT

Solicitation of Consents relating to

the Waiver under and the Amendment of

the Indenture Governing its

4.75% Convertible Subordinated Notes due 2007

(CUSIP Nos. 589405 AB 5 and 589405 AA 7)

THIS CONSENT SOLICITATION STATEMENT WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 5, 2006, UNLESS OTHERWISE EXTENDED (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “CONSENT DATE”).

Subject to the terms and conditions set forth in this Consent Solicitation Statement (the “Consent Solicitation Statement”) and the accompanying Letter of Consent (the “Letter of Consent”), Mercury Interactive Corporation, a Delaware corporation (“Mercury”), is hereby soliciting the consent (such solicitation being referred to herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of Mercury’s 4.75% Convertible Subordinated Notes due 2007 (CUSIP Nos. 589405 AB 5 and 589405 AA 7) (the “Notes”), issued and outstanding under the Indenture dated as of July 3, 2000 between Mercury, as issuer, and State Street Bank and Trust Company of California N.A., predecessor of U.S. Bank National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of October 26, 2005 between Mercury and the Trustee (collectively, the “Indenture”).

The purpose of the Consent Solicitation is to obtain a waiver (the “Waiver”) until the Stated Maturity of the Notes of any Default or Event of Default under the Indenture that has arisen or may arise as a result of a failure by Mercury to comply with Section 15.5 of the Indenture (the “Reporting Covenant”), which requires Mercury to file with the Trustee reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 15 days after they are required to be filed with the Securities and Exchange Commission (the “SEC”); provided that Mercury shall continue to comply with the requirements of Section 314 of the Trust Indenture Act of 1939 and the rules and regulations thereunder (the “Trust Indenture Act”). By executing the accompanying Letter of Consent, the Holder consents to the Waiver.

If Mercury receives validly executed Letters of Consent from Holders of a majority of the aggregate principal amount of outstanding Notes (the “Requisite Consents”) on or prior to the Consent Date, and all of the conditions described herein and in the accompanying Letter of Consent are satisfied, the Waiver will be immediately effective and Mercury will, within 5 Business Days thereafter, enter into a supplement to the Indenture (the “Second Supplemental Indenture”) which shall require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on March 1, 2007 (the “Put Date”) at a repurchase price equal to 101.3% of the principal amount (the “Put Right”). By executing and delivering the accompanying Letter of Consent, the Holder consents to the Second Supplemental Indenture.

Mercury has entered into letter agreements with Holders of 50.3% of the aggregate principal amount of outstanding Notes pursuant to which such Holders have agreed to execute and deliver the accompanying Letter of Consent. In addition, Mercury has entered into letter agreements with holders of 53.1% of the aggregate principal amount of its outstanding Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”) pursuant to which such holders have agreed to execute and deliver a letter of consent relating to the waiver of a default or event of default under Section 7.04 of the indenture governing the 2008 Notes dated April 29, 2003 (the “2008 Notes Indenture”). The letter agreements (“letter agreements”) expire on May 15, 2006.

In this Consent Solicitation Statement, the term “Record Date” means 5:00 p.m., New York City time, on April 7, 2006, and the term “Holder” means each person shown on the records of the registrar for the Notes as a registered holder on the Record Date. Capitalized terms used in this Consent Solicitation Statement and the accompanying Letter of Consent that are not otherwise defined herein have the meanings given to them in the Indenture.

The Tabulation Agent for the Consent Solicitation is:

MacKenzie Partners, Inc.

April 21, 2006

IMPORTANT

Holders are requested to read and consider carefully the information contained in this Consent Solicitation Statement and the accompanying Letter of Consent and to give their consent to the Waiver and the Second Supplemental Indenture by properly completing and executing the Letter of Consent in accordance with the instructions set forth therein.

Failure to deliver a Letter of Consent will have the same effect as if a Holder had chosen not to give its consent with respect to the Waiver and the Second Supplemental Indenture.

Recipients of this Consent Solicitation Statement and the accompanying Letter of Consent should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Consent Solicitation.

Only Holders or their duly designated proxies are eligible to consent to the Waiver and the Second Supplemental Indenture. Beneficial owners of the Notes who wish to provide a Letter of Consent and whose Notes are held, as of the Record Date, in the name of a broker, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Notes, to (i) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf or (ii) execute and deliver this Letter of Consent on behalf of such beneficial owner. For purposes of the Consent Solicitation, The Depository Trust Company (“DTC”) has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Notes held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

No person has been authorized to give any information or make any representations other than those contained or incorporated by reference herein or in the accompanying Letter of Consent and, if given or made, such information or representations must not be relied upon as having been authorized by Mercury, the Trustee or the Tabulation Agent. The statements made in this Consent Solicitation Statement are made as of the date set forth on the cover page hereof, and the delivery of this Consent Solicitation Statement and the accompanying Letter of Consent after such date shall not, under any circumstances, imply that the information contained herein and therein is correct after such date.

Questions concerning the terms of the Consent Solicitation should be directed to the Tabulation Agent at the address or telephone number set forth on the back cover page hereof. Requests for assistance in completing and delivering the accompanying Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to the Tabulation Agent at the address or telephone number set forth on the back cover page hereof.

THE CONSENT SOLICITATION

Background

On July 5, 2005, Mercury announced that in response to an informal inquiry of the SEC entitled “In the Matter of Certain Option Grants”, which was initiated in November 2004, its board of directors had appointed a special committee consisting of disinterested members of its audit committee to conduct an internal investigation relating to past stock option grants. Mercury announced that the special committee was being assisted by independent legal counsel and accounting experts. On August 8, 2005, Mercury announced that it would delay the filing of its quarterly report on Form 10-Q for the quarter ended June 30, 2005 pending the completion of the special committee’s investigation and that it believed it to be highly likely that Mercury would need to restate its

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historic GAAP financial statements. Failure to file the quarterly report on Form 10-Q for the quarter ended June 30, 2005 in a timely manner constituted a Default under the Indenture.

On August 29, 2005, Mercury announced that its special committee had determined that its previously issued financial statements for the fiscal years 2002, 2003 and 2004, included in Mercury’s Annual Report on Form 10-K for the year ended December 31, 2004, the Quarterly Reports on Form 10-Q filed with respect to each of those fiscal years and the financial statements included in the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal year 2005 should not be relied upon and would be restated. Mercury also announced that it would be revising the previously reported financial information included in its press release of July 28, 2005 and its Current Report on Form 8-K dated August 17, 2005 and that it had determined that it was highly likely that Mercury had a material weakness in internal control over financial reporting as of December 31, 2004. In addition, Mercury announced that it would delay the issuance of financial statements for the quarter ended June 30, 2005 until completion of the special committee investigation which it did not expect to be able to complete until November 2005.

On August 29, 2005, Mercury also announced that it received a notice of default from the Trustee as a result of its failure to comply with the Reporting Covenant. The trustee for Mercury’s 2008 Notes delivered a similar notice of default. On October 7, 2005, Mercury announced that it was soliciting the consent of the Holders of the Notes to a limited waiver, until March 31, 2006, of the Reporting Covenant and the consent of the holders of the 2008 Notes to a similar waiver (together, the “limited waiver”).

On October 26, 2005, Mercury announced that the Holders of over 94% of the Notes and over 93% of the 2008 Notes consented to the limited waiver. In consideration of the limited waiver, Mercury (i) paid to each consenting holder of Notes a consent fee of $25.00 for each $1,000 principal amount of the Notes (the “Consent Fee”) and (ii) entered into an amendment to the indenture governing the 2008 Notes pursuant to which Mercury shall be required to repurchase the 2008 Notes, at the option of the holder, on November 30, 2006 at a repurchase price equal to 107.25% of the principal amount.

On November 2, 2005, Mercury announced certain determinations made by the special committee related to Mercury’s past stock option practices. The determinations made by the special committee were publicly disclosed in a Current Report on Form 8-K dated November 2, 2005. In connection with these determinations, Mercury announced on November 2, 2005 that it had accepted the resignations of Amnon Landan as Chief Executive Officer and chairman of the board of directors, Douglas P. Smith as Executive Vice President and Chief Financial Officer and Susan J. Skaer as Vice President, General Counsel and Secretary. On that date, Mercury also announced that its board of directors had named Anthony Zingale as Chief Executive Officer and David Murphy as Chief Financial Officer and that Dr. Giora Yaron had been elected chairman of its board of directors.

On January 3, 2006, Mercury announced that its common stock was delisted from Nasdaq as a result of its noncompliance with Nasdaq listing requirements. Effective as of January 4, 2006, Mercury’s common stock has been traded on the Pink Sheets.

On March 17, 2006, Mercury announced that it expected to complete its restated financial statements and file its amended Form 10-K for the year ended December 31, 2004 and its amended Form 10-Q for the quarter ended March 31, 2005 with the SEC in the second quarter of 2006. On March 31, 2006, the limited waiver described above expired. As a result, Mercury is in Default under the Indenture and in default under the indenture governing the 2008 Notes pursuant to a similar reporting covenant.

Although Mercury intends to resume compliance with the Reporting Covenant, Mercury cannot determine when the existing Default will be cured by complying with the Reporting Covenant. If the Waiver were to not become effective, the Notes could be accelerated by the Holders or the Trustee.

Consequently, subject to the terms and conditions of the Consent Solicitation as set forth in this Consent Solicitation Statement and the accompanying Letter of Consent, Mercury is requesting the Waiver in

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consideration of entering into the Second Supplemental Indenture in order to allow Mercury sufficient time to resume compliance with the Reporting Covenant, without the possibility of an acceleration of the Notes arising from its failure to comply with the Reporting Covenant. Mercury is seeking a similar waiver from the holders of the 2008 Notes.

Waiver

Mercury is soliciting the consent of the Holders of the Notes to the Waiver of the Reporting Covenant until the Stated Maturity of the Notes; provided that Mercury shall continue to comply with the requirements of Section 314 of the Trust Indenture Act. By executing and delivering the accompanying Letter of Consent, the Holder consents to the Waiver.

If Mercury receives the Requisite Consents on or prior to the Consent Date, and all of the conditions described herein and in the accompanying Letter of Consent are satisfied, the Waiver will be immediately effective. For purposes of determining the Requisite Consents with respect to the Notes, the aggregate outstanding principal amount of the Notes is $300,000,000.

If the Waiver becomes effective, it will be binding on all Holders and their transferees, regardless of whether such Holders have consented to the Waiver.

Second Supplemental Indenture

If Mercury receives the Requisite Consents on or prior to the Consent Date and all of the conditions described herein and in the accompanying Letter of Consent are satisfied, Mercury will, within five Business Days thereafter, enter into the Second Supplemental Indenture with the Trustee which shall require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on the Put Date at a repurchase price equal to 101.3% of the principal amount. By executing and delivering the accompanying Letter of Consent, the Holder consents to the Second Supplemental Indenture.

Under the Second Supplemental Indenture, Mercury will be required to send a notice to the Holders 20 Business Days prior to the Put Date stating, among other things, the repurchase price and the procedures that Holders must follow to require Mercury to repurchase their Notes.

The Second Supplemental Indenture will also provide that the exercise of the Put Right shall not be deemed an acceleration of the Notes under Section 13.3 of the Indenture.

Record Date

The Record Date for the determination of Holders entitled to give consent pursuant to the Consent Solicitation is 5:00 p.m., New York City time, on April 7, 2006. This Consent Solicitation Statement and the accompanying Letter of Consent are being sent to all Holders as of the Record Date. Mercury reserves the right to establish from time to time any new date as the Record Date and, thereupon, any such new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.

Conditions to the Consent Solicitation

The obligations of Mercury to accept validly executed and delivered Letters of Consent, effect the Waiver and enter into the Second Supplemental Indenture are contingent upon (i) Requisite Consents having been received (and not revoked) on or prior to the Consent Date, (ii) consents having been received (and not revoked) by the holders of a majority of the aggregate principal amount of Mercury’s outstanding 2008 Notes to the waiver of a default or event of default under Section 7.04 of the 2008 Notes Indenture and (iii) the absence of any law, regulation, injunction, action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Waiver or the execution of the Second Supplemental Indenture or that would question the legality or validity thereof.

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Consent Date; Extensions; Amendment

The term “Consent Date” means 5:00 p.m., New York City time, on May 5, 2006, unless Mercury, in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” means the latest time and date to which the Consent Solicitation is extended. In order to extend the Consent Date, Mercury will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, in each case prior to 9:00 a.m., New York City time, on the Business Day following the previously scheduled Consent Date. Mercury may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder or beneficial owner of Notes to be so notified will not affect the extension of the Consent Solicitation.

If the Consent Solicitation materials are amended or modified in any way, Mercury will promptly disclose such amendment or modification in a manner deemed appropriate and shall give the Holders no less than three Business Days to revoke their Letters of Consent.

Subject to applicable law, the Consent Solicitation may be amended, abandoned or terminated at any time prior to the Waiver becoming effective for any reason, in which case any Letters of Consent received will be voided and Second Supplemental Indenture will not become effective.

Procedures for Consenting

Holders who wish to consent to the Waiver and the Second Supplemental Indenture must deliver a properly completed and executed Letter of Consent by mail, first-class postage prepaid, by hand delivery, by overnight courier or by facsimile transmission to the Tabulation Agent at the address or facsimile number set forth on the back cover page hereof and in accordance with the instructions set forth therein. However, Mercury reserves the right to accept any Letter of Consent received by it or the Trustee. Delivery of Letters of Consent should be made sufficiently in advance of the Consent Date to assure that the Letter of Consent is received prior to the Consent Date.

A Holder must execute the Letter of Consent exactly as its name appears on the Notes. An authorized Participant must execute the Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign the Letter of Consent. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing the Letter of Consent and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration. If a Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute the Letter of Consent on behalf of the Holder. Any beneficial owner of the Notes who is not a Holder of record of such Notes must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.

Signatures must be guaranteed in accordance with paragraph 6 of the instructions in the accompanying Letter of Consent.

If a Letter of Consent relates to fewer than all the Notes held of record as of the Record Date by the Holder providing such consent, such Holder must indicate on the Letter of Consent the aggregate dollar amount (in integral multiples of $1,000) of such Notes to which the Letter of Consent relates. Otherwise, the Letter of Consent will be deemed to relate to all such Notes.

Under no circumstances should any person tender or deliver Notes to Mercury, the Trustee or the Tabulation Agent.

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All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Consent and notices of revocation will be resolved by Mercury, whose determinations will be binding. Mercury reserves the absolute right to reject any or all Letters of Consent and notices of revocation that are not in proper form or the acceptance of which could, in the opinion of Mercury’s counsel, be unlawful. Mercury also reserves the right to waive any irregularities in connection with deliveries, or Mercury may require that such irregularities be cured within such time as Mercury determines. None of Mercury, the Trustee, the Tabulation Agent or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived. Mercury’s interpretation of the terms and conditions of the Consent Solicitation (including this Consent Solicitation Statement and the accompanying Letter of Consent and the instructions hereto and thereto) will be binding on all parties.

Revocation of Letter of Consent

A properly completed and executed Letter of Consent received on or prior to the Consent Date will be given effect in accordance with its terms unless properly revoked prior to the effectiveness of the Waiver. A Letter of Consent may not be revoked after the Waiver becomes effective. The transfer of Notes after the Record Date will not have the effect of revoking a Letter of Consent theretofore validly given unless the subsequent holder has received a duly executed proxy from the relevant Holder.

In order to revoke a Letter of Consent, a changed Letter of Consent bearing a date later than the date of the prior Letter of Consent or a notice of revocation must be delivered to the Tabulation Agent at the address set forth on the back cover page hereof. A notice of revocation must be in writing and contain the name of the Holder and the aggregate principal amount of the Notes to which the notice of revocation relates and must be (i) signed in the same manner as the Letter of Consent to which the notice of revocation relates or (ii) accompanied by a duly executed proxy satisfactory to Mercury.

Letters of Consent delivered by Holders that entered into a letter agreement with Mercury shall be automatically revoked if (i) Mercury has not received the consent of a majority of the aggregate principal amount of the Mercury’s outstanding 2008 Notes to the waiver of a default or event of default under Section 7.04 of the 2008 Notes Indenture or (ii) the Second Supplemental Indenture has not been executed by Mercury, in each case by 5:00 p.m. PST on May 15, 2006.

Financial Advisor

Mercury has retained Chanin Capital Partners to act as its financial advisor with respect to the Consent Solicitation.

Tabulation Agent

Mercury has retained MacKenzie Partners, Inc. to act as tabulation agent with respect to the Consent Solicitation (the “Tabulation Agent”). Mercury has agreed to pay reasonable and customary fees to the Tabulation Agent and to reimburse the Tabulation Agent for its reasonable out-of-pocket expenses in connection with such services.

Requests for assistance in completing and delivering the accompanying Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to the Tabulation Agent at its address and telephone number set forth on the back cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

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Fees and Expenses

Mercury will bear the costs of the Consent Solicitation, including reimbursement of the Trustee’s reasonable and customary expenses in connection with the Consent Solicitation. Mercury will also reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable and customary expenses in forwarding this Consent Solicitation Statement, the accompanying Letter of Consent and other materials to beneficial owners of the Notes.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

This disclosure is limited to the U.S. federal tax issues addressed herein. Additional issues may exist that are not addressed in this disclosure and that could affect the U.S. federal tax treatment of the Consent Solicitation. This tax disclosure was written in connection with the solicitation by Mercury of consents to the Waiver, and it cannot be used by any holder for the purpose of avoiding penalties that may be asserted against the holder under the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”). Holders should seek their advice based on their particular circumstances from an independent tax adviser.

The following summary describes certain U.S. federal income tax consequences of the Consent Solicitation. This discussion applies only to Notes held as capital assets, and does not describe all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as:

• certain financial institutions;

• insurance companies;

• dealers in securities or foreign currencies;

• persons holding Notes as part of a hedge or other integrated transaction;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• partnerships or other entities classified as partnerships for U.S. federal income tax purposes; or

• persons subject to the alternative minimum tax.

This summary is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations in effect as of the date hereof, changes to any of which subsequent to the date of this Consent Solicitation Statement may affect the tax consequences described herein. Holders are urged to consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Consequences to U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is:

• a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

• an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

The term U.S. Holder also includes certain former citizens and residents of the United States.

Deemed Exchange of Notes

If the Requisite Consents are received and the Waiver and the Second Supplemental Indenture become effective, the U.S. federal income tax consequences will depend on whether or not, under applicable Treasury

7

regulations, the adoption of the Second Supplemental Indenture results in a “significant modification” of the Notes. If the adoption of the Second Supplemental Indenture constitutes a significant modification of the Notes, holders will be deemed to have exchanged the Notes (“Old Notes”) for new Notes (“New Notes”) in a taxable transaction for U.S. federal income tax purposes. Although the matter is not free from doubt, Mercury intends to treat the adoption of the Second Supplemental Indenture as a significant modification of the Notes, and the remainder of the discussion assumes such treatment.

Provided that the adoption of the Second Supplemental Indenture constitutes a significant modification of the Notes, a U.S. Holder will generally realize gain or loss on the deemed exchange of Old Notes for New Notes in an amount equal to the difference (if any) between the amount realized on the deemed exchange and such U.S. Holder’s adjusted tax basis in the Old Notes. The amount realized would equal the “issue price” of the New Notes (other than any amount treated as received with respect to accrued interest or original issue discount, if any, on the Old Notes, which would be taxable as ordinary interest income). The issue price of the New Notes will depend on whether the Old Notes or the New Notes are “publicly traded” within the meaning of applicable Treasury regulations. If either the Old Notes or the New Notes are publicly traded, the issue price of the New Notes will equal the fair market value of the New Notes (if the New Notes are publicly traded) or the Old Notes (if the New Notes are not publicly traded), in each case on the date of the deemed exchange. If neither the Old Notes nor the New Notes are publicly traded, the issue price of the New Notes will equal an imputed principal amount determined under applicable Treasury regulations. While not clear, Mercury believes that the Old Notes and the New Notes are publicly traded within the meaning of the applicable Treasury regulations.

If the deemed exchange is treated as a wash sale within the meaning of Section 1091 of the Code, U.S. Holders would not be allowed to currently recognize any loss resulting from the deemed exchange. Instead, such loss will be deferred, and would be reflected as an increase in the basis of the New Notes. U.S. Holders should consult their own tax advisers regarding whether the deemed exchange may be subject to the wash sale rules.

Subject to the application of the market discount rules discussed in the next paragraph, any gain or loss will be capital gain or loss, and will be long-term capital gain or loss if at the time of the deemed exchange, the Old Notes have been held for more than one year. If a U.S. Holder was a “Consenting Holder” (as that term is defined in the Consent Solicitation Statement of Mercury dated October 7, 2005), such holder’s capital gain or loss would be short-term capital gain or loss, because the U.S. Holder would have started a new holding period in the Notes as a result of being a Consenting Holder and receiving the Consent Fee. The deduction of capital losses for U.S. federal income tax purposes is subject to limitations. A U.S. Holder’s holding period for a New Note will commence on the date immediately following the date of the deemed exchange, and the U.S. Holder’s initial tax basis in the New Note will be the issue price of the New Note.

If a U.S. Holder holds Old Notes acquired at a “market discount,” any gain recognized by the holder on the deemed exchange of the Old Notes would be recharacterized as ordinary interest income to the extent of accrued market discount that had not previously been included as ordinary income.

Under applicable Treasury regulations, the Put Right will be presumed to be exercised for purposes of determining original issue discount on the New Notes. Accordingly, subject to a statutory de minimis exception, if the issue price of a New Note at the time of the deemed exchange is less than the amount payable upon an exercise of the Put Right, the New Note would have original issue discount for U.S. federal income tax purposes. Such original issue discount would be included in a U.S. Holder’s gross income on a constant yield basis over the period from the time of the deemed exchange until the Put Date. Information regarding any such original issue discount on the New Notes will be available in Internal Revenue Service Publication 1212. If the Put Right is not in fact exercised, certain adjustments will be made with respect to accruals on the New Notes for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisers regarding the tax consequences of a failure to exercise the Put Right.

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Information Reporting and Backup Withholding

Information returns will be filed with the Internal Revenue Service (“IRS”) in connection with the deemed payment of interest (including original issue discount, if any) with respect to a deemed exchange of Old Notes for New Notes. A U.S. Holder will be subject to U.S. backup withholding on such payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. The amount of any backup withholding deducted from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

U.S. Holders should consult their own tax advisers as to the tax consequences of the Consent Solicitation, including whether the adoption of the Second Supplemental Indenture would result in a significant modification of the Notes, whether the Notes are publicly traded for U.S. federal income tax purposes and whether the wash sale rules apply.

Tax Consequences to Non-U.S. Holders

As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is:

• a nonresident alien individual;

• a foreign corporation; or

• a nonresident alien fiduciary or a foreign estate or trust.

This discussion is not addressed to Non-U.S. Holders who own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of Mercury entitled to vote, who are controlled foreign corporations related to Mercury through stock ownership, or who, on the date of acquisition of the Notes, owned Notes with a fair market value of more than 5% of the fair market value of the common stock of Mercury. Additionally, this discussion does not describe the U.S. federal income tax consequences to Non-U.S. Holders who are engaged in a trade or business in the United States with which the Notes are effectively connected, or who are individuals present in the United States for 183 days or more in the taxable year of disposition. Such Non-U.S. Holders will generally be subject to special rules and should consult their own tax advisers regarding the U.S. federal income tax consequences applicable to their particular situation.

Deemed Exchange of Notes

Any gain realized by a Non-U.S. Holder on a deemed exchange of Old Notes for New Notes (as described above under “Tax Consequences to U.S. Holders—Deemed Exchange of Notes”) will not be subject to U.S. federal income tax.

Deemed payments of interest (including original issue discount, if any) to any Non-U.S. Holder on a deemed exchange of Old Notes for New Notes will not be subject to U.S. federal withholding tax, provided that the Non-U.S. Holder certifies on IRS Form W-8BEN, under penalties of perjury, that it is not a United States person.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with the deemed payment of interest (including original issue discount, if any) with respect to a deemed exchange of Old Notes for New Notes. Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a United States person, the Non-U.S. Holder may be subject to U.S. backup withholding on any deemed interest payments with respect to the Notes. The certification procedures required to claim the exemption from withholding tax on interest

9

described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS.

WHERE YOU CAN FIND MORE INFORMATION

Mercury is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Mercury has failed to timely file its quarterly report on Form 10-Q for the quarters ended June 30, 2005 and September 30, 2005 and its annual report on Form 10-K for the year ended December 31, 2005. You may read and copy any document that Mercury has filed at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access Mercury’s SEC filings.

Mercury is incorporating by reference the information it files with the SEC, which means that Mercury can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Consent Solicitation Statement, and information that Mercury files later with the SEC will automatically update and supersede this information. Mercury incorporates by reference the documents listed below, all filings pursuant to Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act after the date hereof and all documents subsequently filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the Consent Solicitation:

(a) Current Reports on Form 8-K and 8-K/A filed on January 6, 2006, February 9, 2005, February 17, 2005, April 20, 2002, July 8, 2005(2), July 28, 2005(2), August 8, 2005, August 17, 2005, August 29, 2005, October 4, 2005, October 7, 2005, October 19, 2005, October 26, 2005, October 28, 2005, November 2, 2005, November 3, 2005, November 17, 2005, December 2, 2005, December 21, 2005, December 27, 2005, January 3, 2006, January 11, 2006, February 2, 2006, February 6, 2006, February 13, 2006, February 14, 2006(2), February 22, 2006, February 27, 2006, March 16, 2006, March 20, 2006 and April 3, 2006;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; and

(c) Annual Report on Form 10-K for the year ended December 31, 2004.

Notwithstanding the foregoing, Mercury is not incorporating any of its historical financial statements or financial information included in its annual report on Form 10-K for the year ended December 31, 2004, quarterly report on form 10-Q for the quarter ended March 31, 2005 or in any current report on Form 8-K. Mercury’s special committee has determined that such historical financial statements and financial information should not be relied upon. In addition, Mercury is not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

Holders may request a copy of these filings at no cost, by writing or telephoning the office of Mercury Interactive Corporation, 379 North Whisman Road, Mountain View, California 94043, Attention: General Counsel, telephone number (650) 603-5200.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

The statements included or incorporated by reference in this Consent Solicitation Statement that relate to matters that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including without limitation, statements regarding the estimated amounts of write-downs and write-offs, and Mercury’s expected operating and performance outlook. When used in this Consent Solicitation Statement and the documents incorporated by reference herein, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements. Further events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. Factors that might cause such a difference include:

• the risk of possible changes to Mercury’s financial statements;

• the results of the internal investigation initiated under the direction of Mercury’s special committee; and

• the costs of these matters, and the potential disruptive effects of these matters on Mercury’s business.

Mercury’s expectations concerning any adjustments to its financial statements as a result of the independent investigation are also “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The final results of the independent investigation may result in adjustments that are materially greater or different from the adjustments Mercury currently expects. Given these uncertainties, Holders are cautioned not to place undue reliance on such forward-looking statements.

Forward-looking statements contained in this Consent Solicitation Statement speak only as of the date of this Consent Solicitation Statement, and, unless otherwise required by law, Mercury disclaims any duty or obligation to update any forward-looking statements. Holders should carefully review reports or documents that Mercury periodically files with the SEC.

MISCELLANEOUS

This Consent Solicitation is not being made to, and Letters of Consent will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Mercury may in its discretion take such action as it may deem necessary to make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to Holders in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of Mercury by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent and other related documents should be directed to the Tabulation Agent at its address and telephone number below. Letters of Consent must be delivered to the Tabulation Agent on or before May 5, 2006.

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Attention: Kevin Auten

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Facsimile: (212) 929-0308

Email: proxy@mackenziepartners.com

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EX-99.5

Exhibit 99.5

LETTER OF CONSENT

Letter of Consent relating to

the Waiver under and the Amendment of the Indenture

Governing its 4.75% Convertible Subordinated Notes due 2007

(CUSIP Nos. 589405 AB 5 and 589405 AA 7)

To: MacKenzie Partners, Inc. (as Tabulation Agent)

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Attention: Kevin Auten

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Facsimile: (212) 929-0308

Email: proxy@mackenziepartners.com

Subject to the terms and conditions set forth in this Letter of Consent (“Letter of Consent”) and the related Consent Solicitation Statement (the “Consent Solicitation Statement”), Mercury Interactive Corporation, a Delaware corporation (“Mercury”), is soliciting the consent (such solicitation being referred to herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of Mercury’s 4.75% Convertible Subordinated Notes due 2007 (CUSIP Nos. 589405 AB 5 and 589405 AA 7) (the “Notes”), issued and outstanding under the Indenture dated as of July 3, 2000 between Mercury, as issuer, and State Street Bank and Trust Company of California, N.A., predecessor of U.S. Bank National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of October 26, 2005 between Mercury and the Trustee (collectively, the “Indenture”).

In this Letter of Consent, the term “Record Date” means 5:00 p.m., New York City time, on April 7, 2006, and the term “Holder” means each person shown on the records of the registrar for the Notes as a registered holder on the Record Date. Capitalized terms used herein but not defined herein have the meanings given to them in the Consent Solicitation Statement or in the Indenture.

Holders who wish to consent to the Waiver and the Second Supplemental Indenture must deliver a properly completed and executed Letter of Consent by mail, first-class postage prepaid, by hand delivery, by overnight courier or by facsimile transmission to the Tabulation Agent at the address or facsimile number set forth above and in accordance with the instructions set forth herein. However, Mercury reserves the right to accept any Letter of Consent received by it or the Trustee.

Under no circumstances should any person tender or deliver Notes to Mercury, the Trustee or the Tabulation Agent.

Mercury has entered into letter agreements with Holders of 50.3% of the aggregate principal amount of outstanding Notes pursuant to which such Holders have agreed to execute and deliver a Letter of Consent. In addition, Mercury has entered into letter agreements with holders of 53.1% of the aggregate principal amount of its outstanding Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”) pursuant to which such holders have agreed to execute and deliver a letter of consent relating to the waiver of a default or event of default under Section 7.04 of the indenture governing the 2008 Notes dated April 29, 2003 (the “2008 Notes Indenture”). The letter agreements (“letter agreements”) expire on May 15, 2006.

The obligations of Mercury to accept validly executed and delivered Letters of Consent, effect the Waiver and enter into the Second Supplemental Indenture are contingent upon (i) Requisite Consents having been received (and not revoked) on or prior to the Consent Date, (ii) consents having been received (and not revoked) by the holders of a majority of the aggregate principal amount of Mercury’s outstanding 2008 Notes to the waiver of a default or event of default under Section 7.04 of the 2008 Notes Indenture and (iii) the absence of any law, regulation, injunction, action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Waiver or the execution of the Second Supplemental Indenture or that would question the legality or validity thereof.

CONSENT TO THE WAIVER AND THE SECOND SUPPLEMENTAL INDENTURE

By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement and hereby represents and warrants that the undersigned is the Holder (or duly designated proxy) of the Notes indicated below and has full power and authority to take the action indicated below in respect of such Notes. The undersigned will, upon request, execute and deliver any additional documents deemed by Mercury to be necessary or desirable to perfect the undersigned’s consent to the Waiver and the Second Supplemental Indenture.

By execution hereof, the undersigned acknowledges that Mercury has failed to file and may fail to file with the Securities and Exchange Commission (the “SEC”) reports required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Further, the undersigned acknowledges that Mercury has failed to file and may fail to file such reports with the Trustee within 15 days after they are required to be filed with the SEC as required by Section 15.5 of the Indenture.

Subject to the satisfaction of the conditions specified in the Consent Solicitation Statement and this Letter of Consent, pursuant to Section 5.13 of the Indenture, the undersigned hereby waives until the Stated Maturity of the Notes any Default or Event of Default that has arisen or may arise as a result of a failure by Mercury to comply with Section 15.5 of the Indenture (the “Reporting Covenant”), which requires Mercury to file with the Trustee reports required to be filed pursuant to the Exchange Act within 15 days after they are required to be filed with the SEC; provided that Mercury shall continue to comply with the requirements of Section 314 of the Trust Indenture Act.

If Mercury receives the Requisite Consents on or prior to the Consent Date and all of the conditions described herein and in the Consent Solicitation Statement are satisfied, the Waiver will be immediately effective and Mercury will, within 5 Business Days thereafter, enter into the Second Supplemental Indenture which shall require Mercury to repurchase the Notes for cash, at the option of the Holder thereof, on March 1, 2007 at a repurchase price equal to 101.3% of the principal amount. By executing this Letter of Consent, the undersigned hereby consents, pursuant to Section 8.2 of the Indenture, to the Second Supplemental Indenture.

The Second Supplemental Indenture will also provide that the exercise of the Put Right shall not be deemed an acceleration of the Notes under Section 13.3 of the Indenture.

The undersigned acknowledges that Letters of Consent delivered pursuant to any one of the procedures described under the heading “The Consent Solicitation—Procedures for Consenting” in the Consent Solicitation Statement and in the instructions included in this Letter of Consent will constitute a binding agreement between the undersigned and Mercury upon the terms and subject to the conditions set forth herein and in the Consent Solicitation Statement.

The undersigned authorizes the Tabulation Agent to deliver this Letter of Consent and any proxy delivered in connection herewith to Mercury and the Trustee as evidence of the undersigned’s actions with respect to the Waiver and the Second Supplemental Indenture.

2

Unless otherwise specified in the table below, this Letter of Consent relates to the total aggregate principal amount of Notes held of record by the undersigned at the close of business on the Record Date. If this Letter of Consent relates to less than the total aggregate principal amount of Notes so held, the undersigned must list on the table below the serial numbers (with respect to the Notes not held by depositaries) and principal amount (in integral multiples of $1,000) of Notes for which consent is given. If the space provided below is inadequate, list the serial numbers and principal amounts on a separate signed schedule and affix the schedule to this Letter of Consent.

DESCRIPTION OF THE NOTES AS TO WHICH CONSENTS ARE GIVEN
Name and Address         of Holder	Serial         Number(s)*	Aggregate Principal         Amount of Notes**	Principal Amount With Respect to         Which Consents are         Given**
	Total: Principal Amount Consenting $
*       Need not be completed by Holders whose Notes are held of record by depositaries.
**     Unless otherwise indicated in the column labeled “Principal Amount With Respect to Which Consents Are Given,” the undersigned will be deemed to have consented in respect of the entire aggregate principal amount indicated in the column labeled “Aggregate Principal Amount of Notes.” All principal amounts must be in multiples of $1,000.

3

CONSENT

IMPORTANT—READ CAREFULLY

A Holder must execute this Letter of Consent exactly as its name appears on the Notes. An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign this Letter of Consent. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing this Letter of Consent and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration. If this Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute and deliver this Letter of Consent on behalf of the Holder.

Signature(s) of Holder(s)

Signature(s):                                                                                                                                                                                           

Name(s):                                                                                                                                                                                                  

(Please Print)

Date:                                                                                                                                                                                                          

Capacity (full title):                                                                                                                                                                             

Address (Include Zip Code):                                                                                                                                                            

Area Code and Telephone No.:                                                                                                                                                       

Wire Transfer Instructions:*                                                                                                                                                            

Tax Identification or Social Security No.:                                                                                                                                   

GUARANTEE OF SIGNATURE(S)

(If required, see instructions 5 and 6 below)

Authorized Signature:                                                                                                                                                                         

Name and Title:                                                                                                                                                                                    

(Please Print)

Dated:                                                                                                                                                                                                        

Name of Firm:                                                                                                                                                                                       

* To be provided if payment is to be made by wire transfer

4

PROXY WITH RESPECT TO THE CONSENT

The undersigned hereby irrevocably appoints                                         , as attorney and proxy of the undersigned, with full power of substitution, to execute and deliver this Letter of Consent on which this Proxy is set forth with respect to the Notes in accordance with the terms of the Consent Solicitation described in the Consent Solicitation Statement, with all the power the undersigned would possess if consenting personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON THE LATER OF (i) THE DATE THE WAIVER BECOMES EFFECTIVE OR (ii) THE CONSENT DATE.

The aggregate principal amount and serial numbers of Notes as to which this Proxy is given are set forth below.

Aggregate Principal Amount of Note(s) Serial Number(s)

IMPORTANT—READ CAREFULLY

This proxy must be signed by the Holder exactly as its name appears on the Notes. If the Notes are held of record by two or more joint Holders, all such Holders must sign this proxy. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the signatory’s full name below.

PLEASE SIGN BELOW

(See Instructions 1 and 5 below)

Signature:

Signature:

Dated:                                  , 2006

Name(s):                                                                                                                                                                                                  

            (Please Print)

Capacity (full title):                                                                                                                                                                             

Address (Including Zip Code):                                                                                                                                                        

Area Code and Telephone Number:                                                                                                                                              

SIGNATURE GUARANTEE

(If Required, see Instructions 5 and 6 below)

Signature(s) Guaranteed by an Eligible Institution:
	(Authorized Signature)
	(Name and Title)
Dated:	(Name of Firm)

5

INSTRUCTIONS FOR CONSENTING HOLDERS

(FORMING PART OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION)

1. Delivery of this Letter of Consent. Holders who wish to consent to the Waiver and Second Supplemental Indenture must deliver this Letter of Consent, properly completed and executed, by mail, first-class postage prepaid, by hand delivery, by overnight courier or by facsimile transmission to the Tabulation Agent at the address or facsimile number set forth on the cover page hereof and in accordance with the instructions set forth herein. However, Mercury reserves the right to accept any Letter of Consent received by it or the Trustee. Delivery of Letters of Consent should be made sufficiently in advance of the Consent Date to assure that the Letter of Consent is received prior to the Consent Date. The method of delivery of this Letter of Consent and all other required documents to the Tabulation Agent is at the risk of the Holder or duly designated proxy, and the delivery will be deemed made only when actually received by the Tabulation Agent. This Letter of Consent should not be sent to any person other than the Tabulation Agent.

2. Consent Date. The Consent Solicitation expires at 5:00 p.m., New York City time, on May 5, 2006, unless Mercury, in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” shall mean the latest time and date to which the Consent Solicitation is so extended. In order to extend the Consent Date, Mercury will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, in each case prior to 9:00 a.m., New York City time, on the next Business Day after the previously scheduled Consent Date. Mercury may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder or beneficial owner of the Notes to be so notified will not affect the extension of the Consent Solicitation.

3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Consent and notices of revocation will be resolved by Mercury, whose determinations will be binding. Mercury reserves the absolute right to reject any or all Letters of Consent and notices of revocation that are not in proper form or the acceptance of which could, in the opinion of Mercury’s counsel, be unlawful. Mercury also reserves the right to waive any irregularities in connection with deliveries, or Mercury may require that such irregularities be cured within such time as Mercury determines. None of Mercury, the Trustee, the Tabulation Agent or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived. Mercury’s interpretation of the terms and conditions of the Consent Solicitation (including this Letter of Consent and the accompanying Consent Solicitation Statement and the instructions hereto and thereto) will be binding on all parties.

4. Holders Entitled to Consent. Only Holders or their duly designated proxies are eligible to consent to the Waiver and the Second Supplemental Indenture. Beneficial owners of the Notes who wish to provide a Letter of Consent and whose Notes are held, as of the Record Date, in the name of a broker, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Notes, to (i) deliver a proxy so that such beneficial owner can execute and deliver this Letter of Consent on its own behalf or (ii) execute and deliver this Letter of Consent on behalf of such beneficial owner. For purposes of the Consent Solicitation, The Depository Trust Company (“DTC”) has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were Holders of the Notes held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants. A consent by a Holder or duly designated proxy is a continuing consent notwithstanding that ownership of a Note has been transferred subsequent to the Record Date, unless the Holder or duly designated proxy timely revokes the prior consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

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5. Signatures on this Letter of Consent. A Holder must execute this Letter of Consent exactly as its name appears on the Notes. An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign this Letter of Consent. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing this Letter of Consent and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration. If this Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute this Letter of Consent on behalf of the Holder. Any beneficial owner of the Notes who is not a Holder of record of such Notes must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver this Letter of Consent on behalf of such beneficial owner.

6. Signature Guarantees. All signatures on this Letter of Consent must be guaranteed by a firm or other entity identified in Rule l7Ad-15 under the Exchange Act, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program (each an “Eligible Institution”). However, signatures need not be guaranteed if this Letter of Consent is given by or for the account of an Eligible Institution.

7. Revocation of Consent. Any Holder (or duly designated proxy) of Notes as to which a Letter of Consent has been given may revoke such Letter of Consent as to such Notes or any portion of such Notes (in integral multiples of $1,000) by delivering a written notice of revocation or a changed Letter of Consent bearing a date later than the date of the prior Letter of Consent to the Tabulation Agent at any time prior to the effectiveness of the Waiver (which may occur prior to the Consent Date). Any notice of revocation received after the effectiveness of the Waiver will not be effective, even if received prior to the Consent Date. The transfer of Notes after the Record Date will not have the effect of revoking a Letter of Consent theretofore validly given by a Holder of such Notes or duly designated proxy, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Notes to which such Letter of Consent relates, unless the procedure for revoking consents described below has been complied with.

To be effective, a notice of revocation must be in writing and contain the name of the Holder and the aggregate principal amount of the Notes to which the notice of revocation relates and must be (i) signed in the same manner as the Letter of Consent to which the notice of revocation relates or (ii) accompanied by a duly executed proxy satisfactory to Mercury. Revocation of consents must be sent to the Tabulation Agent at its address set forth on the cover page of this Letter of Consent.

A Holder must execute a notice of revocation exactly as its name appears on the Notes. An authorized Participant must execute a notice of revocation exactly as its name appears on DTC’s position listing as of the Record Date. If the Notes are held of record by two or more joint Holders, all such Holders must sign the notice of revocation. If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing the notice of revocation and must submit proper evidence satisfactory to Mercury of such person’s authority to so act. If the Notes are registered in different names, separate notices of revocation must be executed covering each form of registration. If the notice of revocation is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Mercury to execute the notice of revocation on behalf of the Holder. Any beneficial owner of the Notes who is not a Holder of record of such Notes must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver a notice of revocation on behalf of such beneficial owner. A transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to a Letter of Consent theretofore validly given. A purported

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notice of revocation that is not received by the Tabulation Agent in a timely fashion and accepted by Mercury as a valid revocation will not be effective to revoke a Letter of Consent previously given.

Letters of Consent delivered by Holders that entered into a letter agreement with Mercury shall be automatically revoked if (i) Mercury has not received the consent of a majority of the aggregate principal amount of the Mercury’s outstanding 2008 Notes to the waiver of a default or event of default under Section 7.04 of the 2008 Notes Indenture or (ii) the Second Supplemental Indenture has not been executed by Mercury, in each case by 5:00 p.m. PST on May 15, 2006.

Prior to the effectiveness of the Waiver (which may occur prior to the Consent Date), Mercury intends to consult with the Tabulation Agent to determine whether the Tabulation Agent has received any revocations of consents. Mercury reserves the right to contest the validity of any such revocations.

8. Backup Withholding. In general, information reporting requirements will apply to the adoption of the Second Supplemental Indenture. Backup withholding under federal income tax law will not apply if a consenting U.S. holder has provided such Holder’s correct taxpayer identification number (“TIN”) which, in the case of a Holder who is an individual, is his or her social security number, and certain other information, or otherwise establishes a basis for exemption from backup withholding. Completion of the Substitute Form W-9 provided in this Letter of Consent should be used for this purpose. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and information reporting requirements, provided that they properly demonstrate their eligibility for exemption.

The “Applied For” box in Part I of the Substitute Form W-9 may be checked if the consenting U.S. holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. A consenting U.S. holder who checks the “Applied For” box in Part I in lieu of furnishing his or her TIN should furnish the Tabulation Agent with such Holder’s TIN as soon as it is received.

In order for a non-U.S. holder to qualify as an exempt recipient, that non-U.S. holder should submit the appropriate Internal Revenue Service Form W-8 (which are available from the Tabulation Agent) signed under penalties of perjury, attesting to that non-U.S. holder’s foreign status.

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PAYER’S NAME: MacKenzie Partners, Inc. (as Tabulation Agent)
SUBSTITUTE Form W-9	PAYEE INFORMATION (please print or type)
Department of the Treasury Internal Revenue Service	Individual or     business     name:
Request for Taxpayer Identification Number and Certification	Check     appropriate     box:	¨  Individual/Sole Proprietor ¨   Partnership ¨   Exempt from backup withholding	¨ Corporation   ¨ Other
	Address     (number,     street, and     apt. or suite     no.):
	City, State and     ZIP code:

Part I: Taxpayer Identification Number (“TIN”) Enter your TIN to the right. For individuals, your TIN is your social security number. Sole proprietors may enter either their social security number or their employer identification number. For other entities, your TIN is your employer identification number.	Social security number: or Employer identification number: ¨ Applied For
Part II: Certification Certification Instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service (the “IRS”) that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2. Under penalties of perjury, I certify that: 1.      The number shown on this form is my correct TIN (or a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future). I understand that until I provide my TIN to the payer, a portion of all reportable payments made to me by the payer may be withheld and remitted to the IRS as backup withholding; 2.      I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; 3.      I am a U.S. person (including a U.S. resident alien); and 4.      All other information provided on this form is true and correct.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	, 2006
Signature	Date

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NOTE: Failure to complete and return this form may result in backup withholding of 28% of any payments made to you pursuant to the Consent Solicitation and a $50 penalty imposed by the IRS. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

9. Amendment. Mercury reserves the absolute right, subject to applicable law, to amend or modify the terms of the Consent Solicitation.

10. Questions and Requests for Assistance and Additional Copies. Questions regarding the Consent Solicitation, requests for assistance in completing and delivery of this Letter of Consent or for additional copies of the Consent Solicitation Statement, this Letter of Consent or other related documents should be directed to the Tabulation Agent as follows:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Attention: Kevin Auten

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Facsimile: (212) 929-0308

Email: proxy@mackenziepartners.com

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