EXHIBIT 1
MERCURY INTERACTIVE CORPORATION
AMENDMENT NO. TWO TO RIGHTS AGREEMENT
THIS AMENDMENT NO. TWO TO RIGHTS AGREEMENT (this "Amendment No. Two") is
made as of this 19th day of May, 2000 by and between MERCURY INTERACTIVE
CORPORATION, a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER
SERVICES, LLC, successor to XXXXX FARGO BANK NATIONAL ASSOCIATION, a national
bank association, as rights agent (the "Rights Agent"). Capitalized terms used
in this Amendment No. Two and not otherwise defined herein shall have the
meanings given to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of July 5, 1996, as amended on March 31, 1999 (the "Rights
Agreement");
WHEREAS, the parties desire to amend the Rights Agreement to increase the
purchase price of one-one thousandth of a share of Series A Preferred Stock
issuable pursuant to the exercise of a Right (as defined in the Rights
Agreement);
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Section 7(b) of the Rights Agreement is hereby amended by changing the
Purchase Price to Four Hundred and Sixty Three Dollars ($463.00).
2. The Rights Agreement, as amended by this Amendment No. Two, shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties herein have caused this Amendment No. Two
to be duly executed and attested, all as of the date and year first above
written.
ATTEST: MERCURY INTERACTIVE CORPORATION
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxx
Title: Assistant Secretary Title: Vice President of Finance and
Administration and Chief Financial Officer
and Secretary
ATTEST: CHASEMELLON SHAREHOLDER SERVICES, LLC
Rights Agent
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx
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Title: Regional Manager Title: Relationship Manager
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