UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Manheim Auctions, Inc., Cox Enterprises, Inc., ADT Automotive Holdings, Inc., and Tyco International, Ltd., corporations.

File No. 001-0098

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of the proposed merger involving Manheim Auctions, Inc. ("Manheim"), a wholly owned subsidiary of Cox Enterprises, Inc. ("Cox"), and ADT Automotive Holdings, Inc. ("ADT"), a wholly owned subsidiary of Tyco International, Ltd. ("Tyco"), and it now appearing that Manheim, Cox, ADT and Tyco sometimes referred to as "Proposed Respondents", are willing to enter into this Agreement Containing Consent Order ("Consent Agreement") to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Manheim is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 1400 Lake Hearn Drive, N.E. Atlanta, Georgia 30319.
 
2. Proposed Respondent Cox is a corporation with its office and principal place of business located at 1400 Lake Hearn Drive, N.E. Atlanta, Georgia 30319.
 
3. Proposed Respondent ADT is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 435 Metroplex Drive, Nashville, Tennessee 37211.
 
4. Proposed Respondent Tyco is a corporation organized, existing and doing business under and by virtue of the laws of Bermuda, with its office and principal place of business located at The Zurich Center, Second Floor, 90 Pitts Bay Road, Pembroke HM08, Bermuda. Tyco's principal operating subsidiary in the United States is located at One Tyco Park, Exeter, New Hampshire 03833.
 
5. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint here attached.
 
6. Proposed Respondents waive:
 
a. any further procedural steps;
 
b. the requirement that the Commission's Decision and Order, attached hereto and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision and Order entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.
 
7. Proposed Respondents shall submit an initial report at the time that they execute this Consent Agreement and every thirty (30) days thereafter until the Decision and Order becomes final, pursuant to Section 2.33 of the Commission's Rules, 16 C.F.R. 2.33, signed by the Proposed Respondents setting forth in detail the manner in which the   Proposed Respondents have prepared to comply with and will comply with the Decision and Order. Such reports will not become part of the public record unless and until the Consent Agreement and Decision and Order are accepted by the Commission for public comment.
 
8. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated hereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondents, in which event it will take such action as it may consider appropriate, or issue or amend its Complaint (as the circumstances may require) and issue its Decision and Order, in disposition of the proceeding.
 
9. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondents that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.
10. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of  2.34 of the Commission's Rules, 16 C.F.R. 2.34, the Commission may, without further notice to the Proposed Respondents, (1) issue and serve its Complaint corresponding in form and substance with the draft of Complaint here attached, (2) issue and serve its Decision and Order, and (3) make information public with respect thereto. When so entered, the Decision and Order shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and Decision and Order to Proposed Respondents by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), shall constitute service. The Proposed Respondents waive any right they may have to any other manner of service. The Complaint may be used in construing the terms of the Decision and Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.
 
11. By signing this Consent Agreement, Proposed Respondents represent and warrant that they can comply with the provisions of the attached Decision and Order, and that all subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to the Consent Agreement.
 
12. Proposed Respondents have read the proposed Complaint and Decision and Order contemplated hereby. Proposed Respondents understand that once the Decision and Order has been issued, they will be required to file one or more compliance reports showing that they have fully complied with the order. Proposed Respondents agree to comply with the proposed Decision and Order from the date they sign this Consent Agreement. Proposed Respondents understand that they may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order after it has become final.

Signed this ____ day of August, 2000

MANHEIM AUCTIONS, INC.

By: ______________________________
Dennis Berry
Chief Executive Officer
Manheim Auctions, Inc.

______________________________
Andrew A. Merdek
Vice President -- Legal Affairs
Cox Enterprises, Inc.

______________________________
Timothy J. O'Rourke
Counsel for Cox Enterprises, Inc., and Manheim Auctions, Inc.

ADT AUTOMOTIVE

HOLDINGS, INC.

By: ______________________________
Tony Moorby
CEO of ADT Automotive Holdings, Inc.

______________________________
Brian Morze
General Counsel for Tyco
International (US), Inc.

______________________________
Steven A. Newborn
Counsel for Tyco International, Ltd., and ADT Automotive Holdings, Inc.

FEDERAL TRADE COMMISSION

By:___________________________
Joe Lipinsky
Attorney
Northwest Region

Approved:

______________________________
Robert Schroeder
Assistant Regional Director
Northwest Region

______________________________
Charles Harwood
Regional Director
Northwest Region

______________________________
Marimichael Skubel
Coordinator for Regions
Bureau of Competition

______________________________
Richard G. Parker
Director
Bureau of Competition