Unassociated Document


    AMENDMENT NO. 2 TO RIGHTS
AGREEMENT

     

    THIS AMENDMENT NO. 2 dated as of April
9, 2010 (the "Amendment"), to the Rights Agreement dated as of October 25, 2001,
as amended on November 7, 2005 (the "Rights Agreement"), between Garmin Ltd., a
Cayman Islands company (the "Company"), and Computershare Trust Company, N.A.,
as successor rights agent to UMB Bank, n.a. (the "Rights Agent").

     

    RECITALS:

     

    WHEREAS,
the Company and the Rights Agent have heretofore executed and entered into the
Rights Agreement;

     

    WHEREAS,
pursuant to Section 26 of the Rights Agreement, from time to time the Company
may, and the Rights Agent shall if the Company so directs supplement and amend
the Rights Agreement;

     

    WHEREAS,
the Board of Directors of the Company has determined that an amendment to the
Rights Agreement as set forth herein is necessary and desirable to permit notice
to rights holders through the filing of a Form 8-K, as an alternative to the
current notice provisions which permit notice by first-class mail only, and the
Company desires to evidence such amendment in writing;

     

    WHEREAS,
all acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms have been done and performed, and the
execution and delivery of this Amendment by the Company have been in all
respects fully authorized by the Company.

     

    In consideration of the foregoing and
the mutual agreements set forth herein, the parties agree as
follows:

     

    1.    The
Rights Agreement is hereby modified and amended by deleting the second and third
sentences of Section 23(b) in their entirety and replacing them with the
following:

     

    "Promptly
after the action of the Board of Directors ordering the redemption for the
Rights, the Company shall file with the Rights Agent evidence of such action by
the Board of Directors and shall give notice of such redemption to the holders
of the then outstanding Rights in the manner permitted under Section 25
hereof.  Any notice which is made in accordance with the provisions of
Section 25 hereof shall be deemed given, whether or not the holder receives the
notice."

     

    2.    The
Rights Agreement is hereby modified and amended by deleting the last sentence of
Section 25 in its entirety and replacing it with the following:

     

    "Notices
or demands authorized by this Agreement to be given or made by the Company or
the Rights Agent to the holder of any right or any Rights Certificate shall be
sufficiently given or made if either (i) publicly announced through the filing
of a Current Report on Form 8-K on the Securities and Exchange Commission's
EDGAR database, or (ii) sent by first-class mail, postage prepaid, addressed to
such holder at the address of such holder as shown on the register of members of
the Company."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3.    This
Amendment shall be governed by and construed in accordance with the laws of the
State of Delaware for all purposes and shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

     

    4.    This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same
instrument.  A signature to this Amendment transmitted electronically
shall have the same authority, effect and enforceability as an original
signature.

     

    5.    If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.  Except as otherwise
expressly provided herein, or unless the context otherwise requires, all terms
used herein have the meanings assigned to them in the Rights
Agreement.  The Rights Agent and the Company hereby waive any notice
requirement under the Rights Agreement pertaining to the matters covered by this
Amendment.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and attested, all as of the date and year first written
above.

     

    
      
        
          
            
              
                
                  
                    	 	GARMIN
      LTD.	 
	 	 	 
	 	 	 	 
	 	

                            By: 

                          	
                            /s/ Clifton
      Pemble

                          	 
	 	Name:	
                            Clifton
      Pemble

                          	 
	 	Title: 	
                            President
      and Chief Operating Officer

                          	 
	 	 	 	 


                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      	 	

                              COMPUTERSHARE
      TRUST COMPANY, N.A.

                              (As
      Rights Agent)

                            	 
	 	 	 
	 	 	 	 
	 	

                              By: 

                            	
                              /s/ Dennis V.
      Moccia

                            	 
	 	Name:	
                              Dennis V.
      Moccia

                            	 
	 	Title: 	
                              Manager, Contract
      Administration