GARMIN LTD, S-1/A, EX-1.1, 2000-12-05

GARMIN LTD
S-1/A, EX-1.1, 2000-12-05
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS

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Exhibit 1.1

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GARMIN LTD.

(a Cayman Islands company)

8,925,000 Common Shares

U.S. PURCHASE AGREEMENT

Dated: December ., 2000

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Table of Contents

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Page
<S> <C> <C>
SECTION 1. Representations and Warranties................................... 3

SECTION 2. Sale and Delivery to U.S. Underwriters; Closing.................. 14

SECTION 3. Covenants of the Company......................................... 15

SECTION 4. Payment of Expenses.............................................. 19

SECTION 5. Conditions of U.S. Underwriters' Obligations..................... 20

SECTION 6. Indemnification.................................................. 23

SECTION 7. Contribution..................................................... 26

SECTION 8. Representations, Warranties and Agreements to Survive Delivery... 28

SECTION 9. Termination of Agreement......................................... 28

SECTION 10. Default by One or More of the U.S. Underwriters.................. 28

SECTION 11. Default by One or More of the Selling Shareholders or the Company 29

SECTION 12. Notices.......................................................... 30

SECTION 13. Parties.......................................................... 30

SECTION 14. Governing Law and Time........................................... 30

SECTION 15. Agent for Service of Process..................................... 30

SECTION 16. Effect of Headings............................................... 31

SCHEDULE A U.S. Underwriting Schedule

SCHEDULE B U.S. Securities to be Sold (Company and Selling Shareholders Combined)

SCHEDULE C Selling Price

SCHEDULE D List of Persons and Entities Subject to Lock-up

Exhibit A-1 Form of Opinion of Sonnenschein Nath & Rosenthal, Counsel for the
Company, to be Delivered Pursuant to Section 5(b)(i)
</TABLE>
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<TABLE>
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<C> <S>

Exhibit A-2 Form of Opinion of Maples and Calder, Special Cayman Islands
Counsel for the Company, to be Delivered Pursuant to Section
5(b)(ii)

Exhibit A-3 Form of Opinion of Fortune Land Law Offices, Special Taiwan
Counsel for the Company, to be Delivered Pursuant to Section
5(b)(iii)

Exhibit A-4 Form of Opinion of Shook, Hardy & Bacon, Special Regulatory
Counsel for the Company, to be Delivered Pursuant to Section
5(b)(iv)

Exhibit B Form of Opinion of Counsel for the Selling Shareholders, to be
Delivered Pursuant to Section 5(c)

Exhibit C Form of Lock-up from Directors, Officers or Other Shareholders
pursuant to Section 5(k)

Annex A Form of Accountants' Comfort Letter Pursuant to Section 5(g)
</TABLE>
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GARMIN LTD.

(a Cayman Islands company)

8,925,000 Common Shares

(Par Value $0.01 Per Share)

U.S. PURCHASE AGREEMENT

December ., 2000

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
CREDIT SUISSE FIRST BOSTON CORPORATION
as U.S. Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

Garmin Ltd., a Cayman Islands company (the "Company"), together with its
subsidiaries, Garmin Corporation, a company formed under the laws of Taiwan,
Republic of China ("Garmin Corp.") and Garmin International, Inc., a company
formed under the laws of the State of Kansas ("Garmin International"), and the
persons listed in Schedule B hereto (the "Selling Shareholders"), confirm their
respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), Credit Suisse First Boston Corporation
("CSFB") and each of the other U.S. Underwriters named in Schedule A hereto
(collectively, the "U.S. Underwriters", which term shall also include any
underwriter substituted as hereinafter provided in Section 10 hereof), for whom
Merrill Lynch and CSFB are acting as U.S. Representatives (in such capacity, the
"U.S. Representatives"), with respect to (i) the issue and sale by the Company
and the Selling Shareholders, acting severally and not jointly, and the purchase
by the U.S. Underwriters, acting severally and not jointly, of the respective
numbers of Common Shares, par value $0.01 per share, of the Company ("Common
Shares") set forth in Schedules A and B hereto and (ii) the grant by the Company
and the Selling Shareholders to the U.S. Underwriters, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase all or any
part of 1,338,750 additional Common Shares to cover over-allotments, if any. The
aforesaid 8,925,000 Common Shares (the "Initial U.S. Securities") to be
purchased by the U.S. Underwriters and all or any part of the 1,338,750 Common
Shares subject to the option described in Section 2(b) hereof (the "U.S. Option
Securities") are hereinafter called, collectively, the "U.S. Securities".
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It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "International Purchase Agreement")
providing for the offering by the Company of an aggregate of 1,575,000 Common
Shares (the "Initial International Securities") through arrangements with
certain underwriters outside the United States and Canada (the "International
Managers") for which Merrill Lynch International and Credit Suisse First Boston
(Europe) Limited are acting as lead managers (the "Lead Managers") and the grant
by the Company and the Selling Shareholders to the International Managers,
acting severally and not jointly, of options to purchase all or any part of the
International Managers' pro rata portion of up to 236,250 additional Common
Shares solely to cover overallotments, if any (the "International Option
Securities" and, together with the U.S. Option Securities, the "Option
Securities"). The Initial International Securities and the International Option
Securities are hereinafter called the "International Securities". It is
understood that the Company is not obligated to sell and the U.S. Underwriters
are not obligated to purchase, any Initial U.S. Securities unless all of the
Initial International Securities are contemporaneously purchased by the
International Managers.

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters", the Initial U.S. Securities and the
Initial International Securities are hereinafter collectively called the
"Initial Securities", and the U.S. Securities and the International Securities
are hereinafter collectively called the "Securities".

The Underwriters will concurrently enter into an Intersyndicate Agreement
of even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the direction
of Merrill Lynch and CSFB.

The Company and the Selling Shareholders understand that the U.S.
Underwriters propose to make a public offering of the Securities as soon as the
U.S. Representatives deem advisable after this Agreement has been executed and
delivered.

The Company, the Selling Shareholders and the U.S. Underwriters agree that
up to 10% of the Initial U.S. Securities to be purchased by the U.S.
Underwriters and that up to 10% of the Initial International Securities to be
purchased by the International Managers (collectively, the "Reserved
Securities") shall be reserved for sale by the Underwriters to certain eligible
employees, their relatives, and friends of the Company and its subsidiaries and
persons having business relationships with the Company, as part of the
distribution of the Securities by the Underwriters, subject to the terms of this
Agreement, the applicable rules, regulations and interpretations of the National
Association of Securities Dealers, Inc. and all other applicable laws, rules and
regulations. To the extent that such Reserved Securities are not orally
confirmed for purchase by such eligible employees, their relatives, and friends
of the Company and its subsidiaries and persons having business relationships
with the Company by the end of the first business day after the date of this
Agreement, such Reserved Securities may be offered to the public as part of the
public offering contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-45514) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this

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Agreement, the Company will either (i) prepare and file a prospectus in
accordance with the provisions of Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations")
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or
(ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933
Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance
with the provisions of Rule 434 and Rule 424(b). Two forms of prospectus are to
be used in connection with the offering and sale of the Securities: one relating
to the U.S. Securities (the "Form of U.S. Prospectus") and one relating to the
International Securities (the "Form of International Prospectus"). The Form of
International Prospectus is identical to the Form of U.S. Prospectus, except for
the front and back cover pages and the information under the caption
"Underwriting". The information included in any such prospectus or in any such
Term Sheet, as the case may be, that was omitted from such registration
statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective (a) pursuant to paragraph
(b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to
paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each Form of
U.S. Prospectus and Form of International Prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was used
after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto and schedules thereto at the time it
became effective and including the Rule 430A Information and the Rule 434
Information, as applicable, is herein called the "Registration Statement." Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final Form of U.S. Prospectus and the final Form of
International Prospectus in the forms first furnished to the Underwriters for
use in connection with the offering of the Securities are herein called the
"U.S. Prospectus" and the "International Prospectus," respectively, and
collectively, the "Prospectuses." If Rule 434 is relied on, the terms "U.S.
Prospectus" and "International Prospectus" shall refer to the preliminary U.S.
Prospectus dated November 15, 2000 and preliminary International Prospectus
dated November 15, 2000, respectively, each together with the applicable Term
Sheet and all references in this Agreement to the date of such Prospectuses
shall mean the date of the applicable Term Sheet. For purposes of this
Agreement, all references to the Registration Statement, any preliminary
prospectus, the U.S. Prospectus, the International Prospectus or any Term Sheet
or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company, Garmin
Corp. and Garmin International represent and warrant to each U.S. Underwriter as
of the date hereof, as of the Closing Time referred to in Section 2(c) hereof,
and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and
agree with each U.S. Underwriter, as follows:

(i) Compliance with Registration Requirements. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or

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any Rule 462(b) Registration Statement has been issued under the 1933 Act
and no proceedings for that purpose have been instituted or are pending or,
to the knowledge of the Company, are contemplated by the Commission, and
any request on the part of the Commission for additional information has
been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective and at the Closing Time (and, if any U.S. Option Securities are
purchased, at the Date of Delivery), the Registration Statement, the Rule
462(b) Registration Statement and any amendments and supplements thereto
complied and will comply in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and the Prospectuses, any preliminary prospectuses and any
supplement thereto or prospectus wrapper prepared in connection therewith,
at their respective times of issuance and at the Closing Time, complied and
will comply in all material respects with any applicable laws or
regulations of foreign jurisdictions in which the Prospectuses and such
preliminary prospectuses, as amended or supplemented, if applicable, are
distributed in connection with the offer and sale of Reserved Securities.
Neither of the Prospectuses nor any amendments or supplements thereto
(including any prospectus wrapper), at the time the Prospectuses or any
amendments or supplements thereto were issued and at the Closing Time (and,
if any U.S. Option Securities are purchased, at the Date of Delivery),
included or will include an untrue statement of a material fact or omitted
or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. If Rule 434 is used, the Company will comply with
the requirements of Rule 434 and the Prospectuses shall not be "materially
different", as such term is used in Rule 434, from the prospectuses
included in the Registration Statement at the time it became effective.
The representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or the U.S.
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any U.S. Underwriter through Merrill
Lynch or CSFB expressly for use in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the U.S.
Prospectus (or any amendment or supplement thereto), which information
consists only of the following information in the section of the
Registration Statement and U.S. Prospectus entitled "Underwriting": the
first paragraph under the subsection entitled "Commissions and Discounts,"
the last paragraph under the subsection entitled "Quotation on the Nasdaq
National Market" and the information under the subsections entitled
"Intersyndicate Agreement" and "Price Stabilization, Short Positions and
Penalty Bids."

Each preliminary prospectus and the prospectuses filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the 1933 Act Regulations and each
preliminary prospectus and the Prospectuses delivered to the Underwriters
for use in connection with this offering was identical to the

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electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Independent Accountants. The accountants who certified the
financial statements and supporting schedules included in the Registration
Statement are independent public accountants as required by the 1933 Act
and the 1933 Act Regulations.

(iii) Financial Statements. The financial statements included in the
Registration Statement and the Prospectuses, together with the related
schedules and notes, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement
of operations, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules included in the Registration
Statement present fairly in accordance with GAAP the information required
to be stated therein. The selected financial data and the summary financial
information included in the Prospectuses present fairly the information
shown therein and have been compiled on a basis consistent with that of the
audited financial statements included in the Registration Statement.

(iv) No Material Adverse Change in Business. Since the respective
dates as of which information is given in the Registration Statement and
the Prospectuses, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business (a "Material Adverse Effect"), (B) there have
been no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and its subsidiaries considered as
one enterprise, and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock, other than the dividend to effect the 1.12379256 for 1 stock split
with respect to the Company's Common Shares.

(v) Good Standing of the Company. The Company has been duly organized
and is validly existing as a company in good standing under the laws of the
Cayman Islands and has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectuses and to enter into and perform its obligations under this
Agreement; and the Company is duly qualified as a foreign corporation to
transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not result in a Material Adverse
Effect.

(vi) Good Standing of Subsidiaries. Each of Garmin Corp. and Garmin
International (each a "Subsidiary" and, collectively, the "Subsidiaries")
has been duly organized and is validly existing as a corporation in good
standing under the laws of the

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jurisdiction of its incorporation, has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectuses and is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not result
in a Material Adverse Effect; except as otherwise disclosed in the
Registration Statement, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully
paid and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of any Subsidiary was issued in violation of the preemptive
or similar rights of any securityholder of such Subsidiary. The only
subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to
the Registration Statement.

(vii) Capitalization. The authorized, issued and outstanding capital
stock of the Company is as set forth in the Prospectuses in the column
entitled "Actual" under the caption "Capitalization" (except for subsequent
issuances, if any, pursuant to this Agreement, pursuant to reservations,
agreements or employee benefit plans referred to in the Prospectuses or
pursuant to the exercise of convertible securities or options referred to
in the Prospectuses). The shares of issued and outstanding capital stock,
including the Securities to be purchased by the U.S. Underwriters and the
International Managers from the Selling Shareholders, have been duly
authorized and validly issued and are fully paid and non-assessable; none
of the outstanding shares of capital stock, including the Securities to be
purchased by the U.S. Underwriters and the International Managers from the
Selling Shareholders, was issued in violation of the preemptive or other
similar rights of any securityholder of the Company.

(viii) Authorization of Agreement. This Agreement and the
International Purchase Agreement have been duly authorized, executed and
delivered by the Company, Garmin Corp. and Garmin International.

(ix) Authorization and Description of Securities. The Securities to
be purchased by the U.S. Underwriters and the International Managers from
the Company have been duly authorized for issuance and sale to the U.S.
Underwriters pursuant to this Agreement and the International Managers
pursuant to the International Purchase Agreement, respectively, and, when
issued and delivered by the Company pursuant to this Agreement and the
International Purchase Agreement, respectively, against payment of the
consideration set forth herein and in the International Purchase Agreement,
respectively, will be validly issued, fully paid and non-assessable; the
Common Shares conform to all statements relating thereto contained in the
Prospectuses and such description conforms to the rights set forth in the
instruments defining the same; no holder of the Securities will be subject
to personal liability by reason of being such a holder; and the issuance of
the Securities is not subject to the preemptive or other similar rights of
any securityholder of the Company.

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(x) Absence of Defaults and Conflicts. Neither the Company nor any
of its subsidiaries is in violation of its Memorandum or Articles of
Association or charter or by-laws, as applicable, or in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, deed of trust,
loan or credit agreement, note, lease or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which it or
any of them may be bound, or to which any of the property or assets of the
Company or any subsidiary is subject (collectively, "Agreements and
Instruments") except for such defaults that would not result in a Material
Adverse Effect; and the execution, delivery and performance of this
Agreement and the International Purchase Agreement and the consummation of
the transactions contemplated herein, in the International Purchase
Agreement and in the Registration Statement (including the issuance and
sale of the Securities and the use of the proceeds from the sale of the
Securities as described in the Prospectuses under the caption "Use of
Proceeds") and compliance by the Company with its obligations hereunder and
under the International Purchase Agreement have been duly authorized by all
necessary corporate action and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default or Repayment Event (as defined below)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any subsidiary
pursuant to, the Agreements and Instruments (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that would not
result in a Material Adverse Effect), nor will such action result in any
violation of the provisions of the Memorandum or Articles of Association or
charter or by-laws of the Company or any subsidiary or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any subsidiary or any of their
assets, properties or operations. As used herein, a "Repayment Event" means
any event or condition which gives the holder of any note, debenture or
other evidence of indebtedness (or any person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or any subsidiary.

(xi) Absence of Labor Dispute. No labor dispute with the employees of
the Company or any subsidiary exists or, to the knowledge of the Company,
is imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or any subsidiary's principal
suppliers, manufacturers, customers or contractors, which, in either case,
may reasonably be expected to result in a Material Adverse Effect.

(xii) Absence of Proceedings. There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the knowledge of
the Company, threatened, against or affecting the Company or any
subsidiary, which is required to be disclosed in the Registration Statement
(other than as disclosed therein), or which might reasonably be expected to
result in a Material Adverse Effect, or which might reasonably be expected
to materially and adversely affect the properties or assets thereof or the
consummation of the transactions contemplated in this Agreement and in the
International Purchase Agreement or the performance by the Company of its
obligations hereunder or

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thereunder; the aggregate of all pending legal or governmental proceedings
to which the Company or any subsidiary is a party or of which any of their
respective property or assets is the subject which are not described in the
Registration Statement, including ordinary routine litigation incidental to
the business, could not reasonably be expected to result in a Material
Adverse Effect.

(xiii) Accuracy of Exhibits. There are no contracts or documents
which are required to be described in the Registration Statement or the
Prospectuses or to be filed as exhibits thereto which have not been so
described and filed as required.

(xiv) Possession of Intellectual Property. The Company and its
subsidiaries own or possess, or can acquire on reasonable terms, adequate
patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property
(collectively, "Intellectual Property") necessary to carry on the business
now operated by them, and, except as otherwise provided to Underwriters'
counsel in a written certificate specifically reflecting this section of
this Agreement, neither the Company nor any of its subsidiaries has
received any notice or is otherwise aware of any infringement of or
conflict with asserted rights of others with respect to any Intellectual
Property or of any facts or circumstances which would render any
Intellectual Property invalid or inadequate to protect the interest of the
Company or any of its subsidiaries therein, and which infringement or
conflict (if the subject of any unfavorable decision, ruling or finding) or
invalidity or inadequacy, singly or in the aggregate, would result in a
Material Adverse Effect.

(xv) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency
is necessary or required for the performance by the Company of its
obligations hereunder and under the International Purchase Agreement, in
connection with the offering, issuance or sale of the Securities under this
Agreement and under the International Purchase Agreement or the
consummation of the transactions contemplated by this Agreement and the
International Purchase Agreement, except (i) such as have been already made
or obtained or as may be required under the 1933 Act or the 1933 Act
Regulations and foreign or state securities or blue sky laws and (ii) such
as have been made or obtained under the laws and regulations of
jurisdictions outside the United States in which the Reserved Securities
are offered.

(xvi) Possession of Licenses and Permits. The Company and its
subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, "Governmental Licenses") issued by the
appropriate federal, state, local or foreign regulatory agencies or bodies
necessary to conduct the business now operated by them; the Company and its
subsidiaries are in compliance with the terms and conditions of all such
Governmental Licenses, except where the failure so to comply would not,
singly or in the aggregate, have a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except when
the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would

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not have a Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Material Adverse Effect.

(xvii) Title to Property. Except as otherwise disclosed in the
Prospectuses, the Company and its subsidiaries have good and marketable
title to all real property owned by the Company and its subsidiaries and
good title to all other properties owned by them, in each case, free and
clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except such as (a) are described
in the Prospectuses or (b) do not, singly or in the aggregate, materially
affect the value of such property and do not interfere with the use made
and proposed to be made of such property by the Company or any of its
subsidiaries; and all of the leases and subleases material to the business
of the Company and its subsidiaries, considered as one enterprise, and
under which the Company or any of its subsidiaries holds properties
described in the Prospectuses, are in full force and effect, and neither
the Company nor any subsidiary has any notice of any material claim of any
sort that has been asserted by anyone adverse to the rights of the Company
or any subsidiary under any of the leases or subleases mentioned above, or
affecting or questioning the rights of the Company or such subsidiary to
the continued possession of the leased or subleased premises under any such
lease or sublease.

(xviii) Compliance with Cuba Act. The Company and its subsidiaries
have complied with, and are and will be in compliance with, the provisions
of that certain Florida act relating to disclosure of doing business with
Cuba, codified as Section 517.075 of the Florida statutes, and the rules
and regulations thereunder (collectively, the "Cuba Act") or are exempt
therefrom.

(xix) Investment Company Act. The Company is not, and upon the
issuance and sale of the Securities as herein contemplated and as
contemplated by the International Purchase Agreement and the application of
the net proceeds therefrom as described in the Prospectuses will not be, an
"investment company" or an entity "controlled" by an "investment company"
as such terms are defined in the Investment Company Act of 1940, as amended
(the "1940 Act").

(xx) Environmental Laws. Except as described in the Registration
Statement and except as would not, singly or in the aggregate, result in a
Material Adverse Effect, (A) neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common
law or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, "Hazardous Materials") or to
the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous

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<PAGE>

Materials (collectively, "Environmental Laws"), (B) the Company and its
subsidiaries have all permits, authorizations and approvals required under
any applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any of its
subsidiaries and (D) there are no events or circumstances that might
reasonably be expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or
governmental body or agency, against or affecting the Company or any of its
subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxi) Registration Rights. There are no persons with registration
rights or other similar rights to have any securities registered pursuant
to the Registration Statement or otherwise registered by the Company under
the 1933 Act.

(xxii) No Unlawful Payment. Neither the Company nor any of its
subsidiaries, nor, to the best knowledge of the Company, Garmin Corp. and
Garmin International, any director, officer, employee, agent or other
affiliate or other person associated with or acting on behalf of the
Company or any of its subsidiaries, has made any unlawful payment or
expense relating to political activity; made any direct or indirect
unlawful payment to any Taiwanese or Cayman Islands or foreign governmental
official or employee from corporate funds; or made any unlawful payment or
taken any other unlawful action which is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or
which would have been in violation of the FCPA had any of such persons been
subject to the FCPA at all times.

(xxiii) Reorganization. The reorganization described in the section
of the Registration Statement and Prospectuses entitled "Reorganization"
and contemplated by the Shareholders Agreement has been completed, and
together with (1) that certain letter agreement dated September 20, 2000
addressed to Garmin Ltd. From Merrill Lynch Capital Corporation, Garmin
Funding, Inc. and Citibank, N.A. (collectively, the "Lenders"), (2) those
certain Demand Promissory Notes dated September 20, 2000 made by Garmin
Ltd. in favor of each of the Lenders (the "Notes"), (3) the Guarantee (as
defined in the Notes), (4) the Guarantor Pledge Agreement (as defined in
the Notes), (5) the Guarantor Cash Collateral and Blocked Account Agreement
(as defined in the Notes), (6) the Subordination Agreement (as defined in
the Notes), (7) the Fee Letter (as defined in the Notes), (8) the Escrow
Agreement dated as of September 20, 2000 among Garmin Ltd., Dr. E.F. Lan
and International Commerce Bank of China, and (9) the Borrow Cash
Collateral and Blocked Account Agreement (as defined in the Notes) (the
documents described in the above clauses (1) through (9) as executed and
delivered on September 20, 2000 being collectively referred to herein as
the "Bridge Loan Agreements") and the Shareholders Agreement complies in
all respects with applicable law.

(xxiv) No Other Brokerage Fee. Except as disclosed in the
Prospectuses, there are no contracts, agreements or understandings between
the Company and any person

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<PAGE>

that would give rise to a valid claim against the Company or any
Underwriter for a brokerage commission, finder's fee or other like payment
in connection with this offering.

(b) Representations and Warranties by the Selling Shareholders. Each
Selling Shareholder severally represents and warrants to each U.S. Underwriter
as of the date hereof, as of the Closing Time, and agrees with each U.S.
Underwriter, as follows:

(i) Accurate Disclosure. To the knowledge of such Selling
Shareholder, the representations and warranties of the Company contained in
Section 1(a) hereof are true and correct; the Registration Statement, the
Prospectuses and any amendments or supplements thereto (including any
prospectus wrapper), insofar as it relates to such Selling Shareholder,
does not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; such
Selling Shareholder is not prompted to sell the Securities to be sold by
such Selling Shareholder hereunder and under the International Purchase
Agreement by any information concerning the Company or any subsidiary of
the Company which is not set forth in the Prospectuses.

(ii) Authorization of Agreements. Such Selling Shareholder has the
full right, power and authority to enter into this Agreement, the
International Purchase Agreement and a Power of Attorney (the "Power of
Attorney") and a Letter of Transmittal and Custody Agreement (the "Custody
Agreement") and to sell, transfer and deliver the Securities to be sold by
such Selling Shareholder hereunder and under the International Purchase
Agreement. The execution and delivery of this Agreement, the International
Purchase Agreement and the Power of Attorney and Custody Agreement and the
sale and delivery of the Securities to be sold by such Selling Shareholder
and the consummation of the transactions contemplated herein and therein
and compliance by such Selling Shareholder with its obligations hereunder
and thereunder have been duly authorized by such Selling Shareholder and do
not and will not, whether with or without the giving of notice or passage
of time or both, conflict with or constitute a breach of, or default under,
or result in the creation or imposition of any tax, lien, charge or
encumbrance upon the Securities to be sold by such Selling Shareholder or
any property or assets of such Selling Shareholder pursuant to any
contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, license, lease or other agreement or instrument to which such Selling
Shareholder is a party or by which such Selling Shareholder may be bound,
or to which any of the property or assets of such Selling Shareholder is
subject, nor will such action result in any violation of the provisions of
the charter or by-laws or other organizational instrument of such Selling
Shareholder, if applicable, or any applicable treaty, law, statute, rule,
regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over
such Selling Shareholder or any of its properties.

(iii) Good and Marketable Title. Such Selling Shareholder has and
will at the Closing Time have good and marketable title to the Securities
to be sold by such Selling Shareholder hereunder and under the
International Purchase Agreement, free and clear of any security interest,
mortgage, pledge, lien, charge, claim, equity or encumbrance of any

11
<PAGE>

kind, other than pursuant to this Agreement and the International Purchase
Agreement; and upon delivery of such Securities and payment of the purchase
price therefor as herein contemplated, assuming each such U.S. Underwriter
or International Manager, as the case may be, has no notice of any adverse
claim, each of the U.S. Underwriters and International Managers, as the
case may be, will receive good and marketable title to the Securities
purchased by it from such Selling Shareholder, free and clear of any
security interest, mortgage, pledge, lien, charge, claim, equity or
encumbrance of any kind.

(iv) Due Execution of Power of Attorney and Custody Agreement. Such
Selling Shareholder has duly executed and delivered, in the form heretofore
furnished to the U.S. Representatives, the Power of Attorney and the
Custody Agreement with Min H. Kao and Gary L. Burrell, or either of them,
as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and UMB Bank N.A., as
custodian (the "Custodian"); the Custodian is authorized to deliver the
Securities to be sold by such Selling Shareholder hereunder and under the
International Purchase Agreement and to accept payment therefor; and each
Attorney-in-Fact is authorized to execute and deliver this Agreement and
the International Purchase Agreement and the certificate referred to in
Section 5(f) hereof and thereof or that may be required pursuant to Section
5(m) hereof and thereof on behalf of such Selling Shareholder, to sell,
assign and transfer to the U.S. Underwriters and the International
Managers, as the case may be, the Securities to be sold by such Selling
Shareholder hereunder and thereunder, to determine the purchase price to be
paid by the U.S. Underwriters and the International Managers, as the case
may be, to such Selling Shareholder, as provided in Section 2(a) hereof and
of the International Purchase Agreement, to authorize the delivery of the
Securities to be sold by such Selling Shareholder hereunder and thereunder,
to accept payment therefor, and otherwise to act on behalf of such Selling
Shareholder in connection with this Agreement and the International
Purchase Agreement.

(v) Absence of Manipulation. Such Selling Shareholder has not taken,
and will not take, directly or indirectly, any action which is designed to
or which has constituted or which might reasonably be expected to cause or
result in stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.

(vi) Absence of Further Requirements. To the best knowledge of such
Selling Shareholder, no filing with, or consent, approval, authorization,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign, is necessary or required for the
performance by each Selling Shareholder of its obligations hereunder or
under the International Purchase Agreement or in the Power of Attorney and
the Custody Agreement, or in connection with the sale and delivery of the
Securities hereunder or under the International Purchase Agreement or the
consummation of the transactions contemplated by this Agreement and the
International Purchase Agreement, except (i) such as may have previously
been made or obtained or as may be required under the 1933 Act or the 1933
Act Regulations and foreign or state securities or blue sky laws and (ii)
such as have been made or obtained under the laws and regulations of
jurisdictions outside the United States in which the Reserved Securities
are offered.

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<PAGE>

(vii) Restriction on Sale of Securities. During a period of 180 days
from the date of the Prospectuses, such Selling Shareholder will not,
without the prior written consent of Merrill Lynch and CSFB, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant
to purchase or otherwise transfer or dispose of, directly or indirectly,
any Common Shares or any securities convertible into or exercisable or
exchangeable for Common Shares or file any registration statement under the
1933 Act with respect to any of the foregoing or (ii) enter into any swap
or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Shares, whether any such swap or transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Shares or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to
(A) the Securities to be sold hereunder or under the International Purchase
Agreement or (B) to any offer, sale, assignment or other transfer of Common
Shares by any of the Company's executive officers, directors or other
shareholders to family trusts, provided that such trusts agree in writing
with Merrill Lynch and CSFB to be bound by a lock-up agreement in form
identical to Exhibit C hereto and to the International Purchase Agreement.

(viii) Certificates Suitable for Transfer. Certificates for all of
the Securities to be sold by such Selling Shareholder pursuant to this
Agreement and the International Purchase Agreement, in suitable form for
transfer by delivery or accompanied by duly executed instruments of
transfer or assignment in blank with signatures guaranteed (except in the
case of Taiwanese Selling Shareholders), have been placed in custody with
the Custodian with irrevocable conditional instructions to deliver such
Securities to the Underwriters pursuant to this Agreement and the
International Purchase Agreement.

(ix) No Association with NASD. Neither such Selling Shareholder nor
any of its affiliates directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, or has any other association with (within the meaning of Article I,
Section 1(m) of the By-laws of the National Association of Securities
Dealers, Inc.), any member firm of the National Association of Securities
Dealers, Inc.

(x) No Unlawful Payment. Neither such Selling Shareholder, nor, to
the best knowledge of such Selling Shareholder, any director, officer,
employee, agent or other affiliate or other person associated with or
acting on behalf of such Selling Shareholder, has made any unlawful payment
or expense relating to political activity; made any direct or indirect
unlawful payment to any Taiwanese or Cayman Islands or foreign governmental
official or employee from corporate funds; or made any unlawful payment or
taken any other unlawful action which is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or
which would have been in violation of the FCPA had any of such persons been
subject to the FCPA at all times.

(c) Officer's Certificates. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the U.S. Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the

13
<PAGE>

matters covered thereby; and any certificate signed by or on behalf of the
Selling Shareholder as such and delivered to the U.S. Representatives or to
counsel for the Underwriters pursuant to the terms of this Agreement and the
International Purchase Agreement shall be deemed a representation and warranty
by such Selling Shareholder to the Underwriters as to the matters covered
thereby.

SECTION 2. Sale and Delivery to U.S. Underwriters; Closing.
-----------------------------------------------------------

(a) Initial U.S. Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company and each Selling Shareholder, severally and not jointly,
agree to sell to each U.S. Underwriter, severally and not jointly, and each U.S.
Underwriter, severally and not jointly, agrees to purchase from the Company and
each Selling Shareholder, at the price per share set forth in Schedule C, that
proportion of the number of Initial U.S. Securities set forth in Schedule B
opposite the name of the Company or such Selling Shareholder, as the case may
be, which the number of Initial U.S. Securities set forth in Schedule A opposite
the name of such U.S. Underwriter, plus any additional number of Initial U.S.
Securities which such U.S. Underwriter may become obligated to purchase pursuant
to the provisions of Section 10 hereof, bears to the total number of Initial
U.S. Securities, subject, in each case, to such adjustments among the U.S.
Underwriters as the U.S. Representatives in their sole discretion shall make to
eliminate any sales or purchases of fractional securities.

(b) U.S. Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company and the Selling Shareholders, acting
severally and not jointly, hereby grant an option to the U.S. Underwriters,
severally and not jointly, to purchase up to an additional 1,338,750 Common
Shares, as set forth in Schedule B, at the price per share set forth in Schedule
C, less an amount per share equal to any dividends or distributions declared by
the Company and payable on the Initial U.S. Securities but not payable on the
U.S. Option Securities. The option hereby granted will expire 30 days after the
date hereof and may be exercised in whole or in part from time to time only for
the purpose of covering over-allotments which may be made in connection with the
offering and distribution of the Initial U.S. Securities upon notice by CSFB to
the Company and the Selling Shareholders setting forth the number of U.S. Option
Securities as to which the several U.S. Underwriters are then exercising the
option and the time and date of payment and delivery for such U.S. Option
Securities. Any such time and date of delivery for the U.S. Option Securities (a
"Date of Delivery") shall be determined by the U.S. Representatives, but shall
not be later than seven full business days after the exercise of said option,
nor in any event prior to the Closing Time, as hereinafter defined. If the
option is exercised as to all or any portion of the U.S. Option Securities, each
of the U.S. Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of U.S. Option Securities then being purchased
which the number of Initial U.S. Securities set forth in Schedule A opposite the
name of such U.S. Underwriter bears to the total number of Initial U.S.
Securities, subject in each case to such adjustments as CSFB in its discretion
shall make to eliminate any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial U.S. Securities shall be made at the offices of
Simpson Thacher & Bartlett, 425 Lexington

14
<PAGE>

Avenue, New York, New York 10017, or at such other place as shall be agreed upon
by Merrill Lynch and the Company and the Selling Shareholders, at 9:00 A.M.
(Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern Time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 10), or such other time
not later than ten business days after such date as shall be agreed upon by
Merrill Lynch, the Company and the Selling Shareholders (such time and date of
payment and delivery being herein called "Closing Time").

In addition, in the event that any or all of the U.S. Option
Securities are purchased by the U.S. Underwriters, payment of the purchase price
for, and delivery of certificates for, such U.S. Option Securities shall be made
at the above-mentioned offices or at such other place as shall be agreed upon by
Merrill Lynch and the Company and the Selling Shareholders, on each Date of
Delivery as specified in the notice from Merrill Lynch to the Company and the
Selling Shareholders.

Payment shall be made to the Company and the Selling Shareholders by
wire transfer of immediately available funds to bank accounts designated by the
Company and the Custodian pursuant to each Selling Shareholder's Power of
Attorney and Custody Agreement, as the case may be, against delivery to the U.S.
Representatives for the respective accounts of the U.S. Underwriters of
certificates for the U.S. Securities to be purchased by them. It is understood
that each U.S. Underwriter has authorized the U.S. Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial U.S. Securities and the U.S. Option Securities, if any,
which it has agreed to purchase. Merrill Lynch or CSFB, individually and not as
representative of the U.S. Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Initial U.S. Securities or the U.S.
Option Securities, if any, to be purchased by any U.S. Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such U.S. Underwriter from
its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial U.S.
Securities and the U.S. Option Securities, if any, shall be in such
denominations and registered in such names as the U.S. Representatives may
request in writing at least three full business days before the Closing Time or
the relevant Date of Delivery, as the case may be. The certificates for the
Initial U.S. Securities and the U.S. Option Securities, if any, will be made
available for examination and packaging by the U.S. Representatives in The City
of New York not later than 10:00 A.M. (Eastern time) on the business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be.

SECTION 3. Covenants of the Company. The Company covenants with each U.S.
------------------------------------
Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
or Rule 434, as applicable, and will notify the U.S. Representatives
immediately, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective, or any
supplement to the Prospectuses or any amended Prospectuses shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any
request by the

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<PAGE>

Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectuses or for additional information, and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus, or of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes. The Company will
promptly effect the filings necessary pursuant to Rule 424(b) and will take such
steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by the
Commission and, in the event that it was not, it will promptly file such
prospectus. The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company will give the U.S. Representatives
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), any Term Sheet or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectuses,
will furnish the U.S. Representatives with copies of any such documents a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file or use any such document to which the U.S. Representatives
or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Company has furnished or will
deliver to the U.S. Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein) and signed copies of all consents and certificates of experts
as the U.S. Representatives may reasonably request, and will also deliver to the
U.S. Representatives, without charge, a conformed copy of the Registration
Statement as originally filed and of each amendment thereto (without exhibits)
for each of the U.S. Underwriters. The copies of the Registration Statement and
each amendment thereto furnished to the U.S. Underwriters will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The U.S. Underwriters acknowledge that the
Company has delivered to each U.S. Underwriter, without charge, as many copies
of each preliminary prospectus as such U.S. Underwriter reasonably requested,
and the Company hereby consents to the use of such copies for purposes permitted
by the 1933 Act. The Company will furnish to each U.S. Underwriter, without
charge, during the period when the U.S. Prospectus is required to be delivered
under the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such
number of copies of the U.S. Prospectus (as amended or supplemented) as such
U.S. Underwriter may reasonably request. The U.S. Prospectus and any amendments
or supplements thereto furnished to the U.S. Underwriters will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Company will comply
with the 1933 Act and the 1933 Act Regulations so as to permit the completion of
the distribution of the Securities as contemplated in this Agreement, the
International Purchase Agreement and in the

16
<PAGE>

Prospectuses. If at any time when a prospectus is required by the 1933 Act to be
delivered in connection with sales of the Securities, any event shall occur or
condition shall exist as a result of which it is necessary, in the opinion of
counsel for the Underwriters or for the Company, to amend the Registration
Statement or amend or supplement any Prospectus in order that the Prospectuses
will not include any untrue statements of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such counsel, at any
such time to amend the Registration Statement or amend or supplement any
Prospectus in order to comply with the requirements of the 1933 Act or the 1933
Act Regulations, the Company will promptly prepare and file with the Commission,
subject to Section 3(b), at its own expense, such amendment or supplement as may
be necessary to correct such statement or omission or to make the Registration
Statement or the Prospectuses comply with such requirements, and the Company
will furnish to the U.S. Underwriters such number of copies of such amendment or
supplement as the U.S. Underwriters may reasonably request. Neither the U.S.
Representatives' consent to, nor the U.S. Underwriters' delivery of, any such
amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section 5.

(f) Blue Sky Qualifications. The Company will use its reasonable best
efforts, in cooperation with the U.S. Underwriters, to qualify the U.S.
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions (domestic or foreign) as the U.S. Representatives
may designate and to maintain such qualifications in effect for a period of not
less than one year from the later of the effective date of the Registration
Statement and any Rule 462(b) Registration Statement; provided, however, that
the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. In each jurisdiction in which the U.S. Securities have
been so qualified, the Company will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification in
effect for a period of not less than one year from the effective date of the
Registration Statement and any Rule 462(b) Registration Statement.

(g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

(h) Use of Proceeds. The Company will use the net proceeds received by it
from the sale of the Securities in the manner specified in the Prospectuses
under "Use of Proceeds".

(i) Listing. The Company will use its reasonable best efforts to effect
and maintain the quotation of the Securities on the Nasdaq National Market and
will file with the Nasdaq National Market all documents and notices required by
the Nasdaq National Market of companies that have securities that are traded in
the over-the-counter market and quotations for which are reported by the Nasdaq
National Market.

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<PAGE>

(j) Restriction on Sale of Securities. During a period of 180 days from
the date of the Prospectuses, the Company will not, without the prior written
consent of Merrill Lynch and CSFB, (i) directly or indirectly, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any Common Shares or any securities convertible
into or exercisable or exchangeable for Common Shares or file any registration
statement under the 1933 Act with respect to any of the foregoing or (ii) enter
into any swap or any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of ownership of the
Common Shares, whether any such swap or transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Shares or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Securities to be sold hereunder or under the International Purchase
Agreement, (B) any Common Shares issued by the Company upon the exercise of an
option or warrant or the conversion of a security outstanding on the date hereof
and referred to in the Prospectuses, (C) any Common Shares issued or options to
purchase Common Shares granted pursuant to the Company's 2000 Equity Incentive
Plan, (D) any Common Shares issued or options to purchase Common Shares granted
pursuant to the 2000 Non-Employee Directors Option Plan or any dividend
reinvestment plan, (E) any Common Shares issued pursuant to the Company's
Employee Stock Purchase Plan, (F) any Common Shares issued pursuant to Garmin
International's Savings and Profit Sharing Plan, (G) any offer, sale, assignment
or other transfer of Common Shares by any of the Company's executive officers,
directors or other shareholders to family trusts, provided that such trusts
agree to be bound by a lock-up agreement substantially in the form of Exhibit C
hereto or to the International Purchase Agreement, or (H) any equity shares
issued in connection with any bona fide business acquisition of or by the
Company (whether by reconstruction or amalgamation, consolidation, sale of
assets, sale or exchange of stock or otherwise), provided that prior to any such
issuance, the recipients of such equity shares in such transaction shall have
agreed in writing that, unless they have received the prior consent of CSFB and
Merrill Lynch, they will be bound by the lock-up restrictions described above
for the remainder of such 180-day period.

(k) Reporting Requirements. The Company, during the period when the
Prospectuses are required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission pursuant to the
1934 Act within the time periods required by the 1934 Act and the rules and
regulations of the Commission thereunder.

(l) Compliance with NASD Rules. The Company hereby agrees that it will
ensure that the Reserved Securities will be restricted as required by the
National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules
from sale, transfer, assignment, pledge or hypothecation for a period of three
months following the date of this Agreement. The U.S. Underwriters will notify
the Company as to which persons will need to be so restricted. At the request of
the U.S. Underwriters, the Company will direct the transfer agent to place a
stop transfer restriction upon such securities for such period of time. Should
the Company release, or seek to release, from such restrictions any of the
Reserved Securities, the Company agrees to reimburse the U.S. Underwriters for
any reasonable expenses (including, without limitation, legal expenses) they
incur in connection with such release.

(m) Compliance with Rule 463. The Company will file with the Commission
such reports on Form SR as may be required pursuant to Rule 463 of the 1933 Act
Regulations.

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<PAGE>

SECTION 4. Payment of Expenses.

(a) Expenses. The Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the U.S.
Underwriters of this Agreement, any Agreement among Underwriters and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of the U.S. Securities, (iii) the preparation, issuance and
delivery of the certificates for the U.S. Securities to the U.S. Underwriters,
including any stock or other transfer taxes and any stamp or other duties
payable upon the sale, issuance or delivery of the U.S. Securities to the U.S.
Underwriters and the transfer of the Securities between the U.S. Underwriters
and the International Managers, (iv) the fees and disbursements of the Company's
counsel, accountants and other advisors, (v) the qualification of the U.S.
Securities under securities laws in accordance with the provisions of Section
3(f) hereof, including filing fees and the reasonable fees and disbursements of
counsel for the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing
and delivery to the U.S. Underwriters of copies of each preliminary prospectus,
any Term Sheets and of the Prospectuses and any amendments or supplements
thereto, (vii) the preparation, printing and delivery to the U.S. Underwriters
of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and
expenses of any transfer agent or registrar for the U.S. Securities, (ix) the
filing fees incident to, and the reasonable fees and disbursements of counsel to
the Underwriters in connection with, the review by the NASD of the terms of the
sale of the U.S. Securities, (x) the fees and expenses incurred in connection
with the inclusion of the U.S. Securities in the Nasdaq National Market and (xi)
all costs and expenses of the U.S. Underwriters, including the reasonable fees
and disbursements of counsel for the Underwriters, in connection with matters
related to the Reserved Securities which are designated by the Company for sale
to employees, their relatives, and friends of the Company and its subsidiaries
and others having a business relationship with the Company.

(b) Expenses of the Selling Shareholders. The Selling Shareholders,
jointly and severally, will pay all expenses incident to the performance of
their respective obligations under, and the consummation of the transactions
contemplated by this Agreement, including any stamp duties, capital duties and
stock transfer taxes, if any, payable upon the sale of the U.S. Securities to
the U.S. Underwriters, and their transfer between the U.S. Underwriters pursuant
to an agreement between such U.S. Underwriters, and the Company will pay the
fees and disbursements of the Selling Shareholders' respective counsel and
accountants.

(c) Termination of Agreement. If this Agreement is terminated by the U.S.
Representatives in accordance with the provisions of Section 5, Section 9(a)(i)
or Section 11 hereof, the Company shall reimburse the U.S. Underwriters for all
of their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters.

(d) Allocation of Expenses. The provisions of this Section shall not
affect any agreement that the Company and the Selling Shareholders may make for
the sharing of such costs and expenses.

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<PAGE>

SECTION 5. Conditions of U.S. Underwriters' Obligations. The obligations
of the several U.S. Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company and the Selling Shareholders
contained in Section 1 hereof or in certificates of any officer of the Company
or any subsidiary of the Company or on behalf of any Selling Shareholder
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

(a) Effectiveness of Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective and at
Closing Time no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of counsel to the Underwriters. A prospectus containing
the Rule 430A Information shall have been filed with the Commission in
accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A) or, if the Company has elected to rely upon Rule 434,
a Term Sheet shall have been filed with the Commission in accordance with Rule
424(b).

(b) Opinion of Counsel for Company. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of:

(i) Sonnenschein Nath & Rosenthal, counsel for the Company, in form
and substance satisfactory to counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other U.S.
Underwriters to the effect set forth in Exhibit A-1 hereto and to such
further effect as counsel to the Underwriters may reasonably request;

(ii) Maples and Calder, special Cayman Islands counsel for the
Company, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter for
each of the other U.S. Underwriters to the effect set forth in Exhibit A-2
hereto and to such further effect as counsel to the Underwriters may
reasonably request;

(iii) Fortune Land Law Offices, special Taiwan counsel for the
Company, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter for
each of the other U.S. Underwriters to the effect set forth in Exhibit A-3
hereto and to such further effect as counsel to the Underwriters may
reasonably request; and

(iv) Shook, Hardy & Bacon, special regulatory counsel for the
Company, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter for
each of the other U.S. Underwriters to the effect set forth in Exhibit A-4
hereto and to such further effect as counsel to the Underwriters may
reasonably request.

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<PAGE>

(c) Opinion of Counsel for the Selling Shareholders. At Closing Time, the
U.S. Representatives shall have received the favorable opinions, dated as of
Closing Time, of Sonnenschein Nath & Rosenthal, counsel for the U.S. Selling
Shareholders, and Fortune Land Law Offices, counsel for the Taiwan Selling
Shareholders, as applicable, in form and substance satisfactory to counsel for
the Underwriters, together with signed or reproduced copies of such letter for
each of the other U.S. Underwriters to the effect set forth in Exhibit B hereto
and to such further effect as counsel to the Underwriters may reasonably
request.

(d) Opinion of Counsel for Underwriters. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Simpson Thacher & Bartlett, counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other U.S.
Underwriters with respect to the matters set forth in clauses 6, 7, 9 (solely as
to the requirements of the Nasdaq National Market), 11 (solely as to the
information in the Prospectuses under "Description of Share Capital--Common
Shares") and the penultimate paragraph of Exhibit A-1 hereto. In giving such
opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York and the federal law of
the United States, upon the opinions of counsel satisfactory to the U.S.
Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.

(e) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectuses, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the U.S.
Representatives shall have received a certificate of a Co-CEO of the Company and
of the chief financial or chief accounting officer of the Company, dated as of
Closing Time, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1(a) hereof are true
and correct with the same force and effect as though expressly made at and as of
Closing Time, (iii) the Company has complied in all material respects with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to Closing Time, and (iv) no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or, to the Company's knowledge, are
contemplated by the Commission.

(f) Certificate of Selling Shareholders. At Closing Time, the U.S.
Representatives shall have received a certificate of an Attorney-in-Fact on
behalf of each Selling Shareholder, dated as of Closing Time, to the effect that
(i) the representations and warranties of each Selling Shareholder contained in
Section 1(b) hereof are true and correct in all respects with the same force and
effect as though expressly made at and as of Closing Time and (ii) each Selling
Shareholder has complied in all material respects with all agreements and all
conditions on its part to be performed under this Agreement at or prior to
Closing Time.

(g) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the U.S. Representatives shall have received from Ernst & Young LLP a
letter dated such date, in form and substance satisfactory to the U.S.
Representatives, together with signed or reproduced

21
<PAGE>

copies of such letter for each of the other U.S. Underwriters containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Prospectuses.

(h) Bring-down Comfort Letter. At Closing Time, the U.S. Representatives
shall have received from Ernst & Young LLP a letter, dated as of Closing Time,
to the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (g) of this Section, except that the specified date
referred to shall be a date not more than three business days prior to Closing
Time.

(i) Approval of Listing. At Closing Time, the Securities shall have been
approved for inclusion in the Nasdaq National Market, subject only to official
notice of issuance.

(j) No Objection. The NASD has confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

(k) Lock-up Agreements. At the date of this Agreement, the U.S.
Representatives shall have received an agreement substantially in the form of
Exhibit C hereto signed by the persons listed on Schedule D hereto.

(l) Purchase of Initial International Securities. Contemporaneously with
the purchase by the U.S. Underwriters of the Initial U.S. Securities under this
Agreement, the International Managers shall have purchased the Initial
International Securities under the International Purchase Agreement.

(m) Conditions to Purchase of U.S. Option Securities. In the event that
the U.S. Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the U.S. Option Securities, the representations
and warranties of the Company and the Selling Shareholders contained herein and
the statements in any certificates furnished by the Company, any subsidiary of
the Company and the Selling Shareholders hereunder shall be true and correct as
of each Date of Delivery and, at the relevant Date of Delivery, the U.S.
Representatives shall have received:

(i) Officers' Certificate. A certificate, dated such Date of
Delivery, of a Co-CEO of the Company and of the chief financial or chief
accounting officer of the Company confirming that the certificate delivered
at the Closing Time pursuant to Section 5(e) hereof remains true and
correct as of such Date of Delivery.

(ii) Certificate of Selling Shareholders. A certificate, dated such
Date of Delivery, of an Attorney-in-Fact on behalf of each Selling
Shareholder confirming that the certificate delivered at Closing Time
pursuant to Section 5(f) remains true and correct as of such Date of
Delivery.

(iii) Opinions of Counsel for Company. The favorable opinion of
Sonnenschein Nath & Rosenthal, counsel for the Company, together with the
favorable opinions of Maples and Calder, special Cayman Islands counsel for
the Company, Fortune Land Law Offices, special Taiwan counsel for the
Company, and Shook, Hardy

22
<PAGE>

& Bacon, special regulatory counsel for the Company, each in form and
substance satisfactory to counsel for the Underwriters, dated such Date of
Delivery, relating to the U.S. Option Securities to be purchased on such
Date of Delivery and otherwise to the same effect as the opinions required
by Sections 5(b)(i), (ii) and (iii) hereof, respectively.

(iv) Opinion of Counsel for the Selling Shareholders. The favorable
opinions of Sonnenschein Nath & Rosenthal, counsel for the U.S. Selling
Shareholders, and Fortune Land Law Offices, counsel for the Taiwan Selling
Shareholders, as applicable, in form and substance satisfactory to counsel
for the Underwriters, dated such Date of Delivery, relating to the U.S.
Option Securities to be purchased on such Date of Delivery and otherwise to
the same effect as the opinion required by Section 5(c) hereof.

(v) Opinion of Counsel for Underwriters. The favorable opinion of
Simpson Thacher & Bartlett, counsel for the Underwriters, dated such Date
of Delivery, relating to the U.S. Option Securities to be purchased on such
Date of Delivery and otherwise to the same effect as the opinion required
by Section 5(d) hereof.

(vi) Bring-down Comfort Letter. A letter from Ernst & Young LLP, in
form and substance satisfactory to the U.S. Representatives and dated such
Date of Delivery, substantially in the same form and substance as the
letter furnished to the U.S. Representatives pursuant to Section 5(g)
hereof, except that the "specified date" in the letter furnished pursuant
to this paragraph shall be a date not more than five days prior to such
Date of Delivery.

(n) Additional Documents. At Closing Time and at each Date of Delivery
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling them to pass
upon the issuance and sale of the U.S. Securities as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company and the Selling Shareholders in connection with the
issuance and sale of the U.S. Securities as herein contemplated shall be
reasonably satisfactory in form and substance to the U.S. Representatives and
counsel for the Underwriters.

(o) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of U.S. Option
Securities on a Date of Delivery which is after the Closing Time, the
obligations of the several U.S. Underwriters to purchase the relevant U.S.
Option Securities, may be terminated by the U.S. Representatives by notice to
the Company at any time at or prior to Closing Time or such Date of Delivery, as
the case may be, and such termination shall be without liability of any party to
any other party except as provided in Section 4 and except that Sections 1, 6, 7
and 8 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of U.S. Underwriters. Each of the Company, Garmin
Corp. and Garmin International jointly and severally, agree to indemnify and
hold harmless each U.S.

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<PAGE>

Underwriter and each person, if any, who controls any U.S. Underwriter within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the
extent and in the manner set forth in clauses (i), (ii), (iii) and (iv) below.
In addition, each Selling Shareholder, severally and not jointly, agrees to
indemnify and hold harmless each U.S. Underwriter and each person, if any, who
controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act, as follows, but only to the extent that it
involves information concerning such Selling Shareholder:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of (A) the violation of any applicable
laws or regulations of foreign jurisdictions where Reserved Securities have
been offered and (B) any untrue statement or alleged untrue statement of a
material fact included in the supplement or prospectus wrapper material
distributed in Taiwan and the United Kingdom in connection with the
reservation and sale of the Reserved Securities to eligible employees,
their relatives, and friends of the Company and its subsidiaries and
persons having a business relationship with the Company or the omission or
alleged omission therefrom of a material fact necessary to make the
statements therein, when considered in conjunction with the Prospectuses or
preliminary prospectuses, not misleading;

(iii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission or in connection with any violation of
the nature referred to in Section 6(a)(ii)(A) hereof; provided that
(subject to Section 6(d) below) any such settlement is effected with the
written consent of the Company and the Selling Shareholders; and

(iv) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch and CSFB),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission or in connection with any violation of the nature referred to in
Section 6(a)(ii)(A) hereof, to the extent that any such expense is not paid
under (i), (ii) or (iii) above;

24
<PAGE>

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
U.S. Underwriter through Merrill Lynch or CSFB expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the U.S. Prospectus (or any amendment or supplement thereto),
which information consists only of the following information in the section of
the Registration Statement and U.S. Prospectus entitled "Underwriting": the
first paragraph under the subsection entitled "Commissions and Discounts," the
last paragraph under the subsection entitled "Quotation on the Nasdaq National
Market" and the information under the subsections entitled "Intersyndicate
Agreement" and "Price Stabilization, Short Positions and Penalty Bids."

(b) Indemnification of Company, Directors and Officers and Selling
Shareholder. Each U.S. Underwriter severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, Garmin Corp. Garmin International and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act, and each Selling Shareholder against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such U.S.
Underwriter through Merrill Lynch or CSFB expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the U.S.
Prospectus (or any amendment or supplement thereto).

(c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch and CSFB,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which

25
<PAGE>

indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) or Section 6(a)(iii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

(e) Indemnification for Reserved Securities. In connection with the offer
and sale of the Reserved Securities, the Company agrees, promptly upon a request
in writing, to indemnify and hold harmless the U.S. Underwriters from and
against any and all losses, liabilities, claims, damages and expenses incurred
by them as a result of the failure of eligible employees, their relatives, and
friends of the Company and its subsidiaries and persons having business
relationships with the Company to pay for and accept delivery of Reserved
Securities which, by the end of the first business day following the date of
this Agreement, were subject to a properly confirmed agreement to purchase.

(f) Other Agreements with Respect to Indemnification. The provisions of
this Section shall not affect any agreement among the Company and the Selling
Shareholders with respect to indemnification.

SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Selling Shareholders on the one hand and the U.S. Underwriters on the other hand
from the offering of the U.S. Securities pursuant to this Agreement or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Shareholders on the one hand and of the U.S. Underwriters on the
other hand in connection with the statements or omissions , or in connection
with any violation of the nature referred to in Section 6(a)(ii)(A) hereof,
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

The relative benefits received by the Company and the Selling Shareholders
on the one hand and the U.S. Underwriters on the other hand in connection with
the offering of the

26
<PAGE>

U.S. Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the U.S.
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the Selling Shareholders and the total underwriting discount
received by the U.S. Underwriters, in each case as set forth on the cover of the
U.S. Prospectus, or, if Rule 434 is used, the corresponding location on the Term
Sheet bear to the aggregate initial public offering price of the U.S. Securities
as set forth on such cover.

The relative fault of the Company and the Selling Shareholders on the one
hand and the U.S. Underwriters on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Selling Shareholders
or by the U.S. Underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission
or any violation of the nature referred to in Section 6(a)(ii)(A) hereof.

The Company, the Selling Shareholders and the U.S. Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation (even if the U.S. Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 7. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
7 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no U.S. Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the U.S. Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such U.S. Underwriter has otherwise been required to pay by reason of any such
untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, Garmin Corp. and Garmin International and
each person, if any, who controls the Company or any Selling Shareholder within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company or such Selling
Shareholders, as the case may be. The U.S. Underwriters' respective obligations
to contribute pursuant to this Section 7 are several in proportion to the number
of Initial U.S. Securities set forth opposite their respective names in Schedule
A hereto and not joint.

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<PAGE>

The provisions of this Section shall not affect any agreement among the
Company and the Selling Shareholders with respect to contribution.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries or the
Selling Shareholders submitted pursuant hereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any U.S. Underwriter or controlling person, or by or on behalf of the Company or
the Selling Shareholders, and shall survive delivery of the U.S. Securities to
the U.S. Underwriters.

SECTION 9. Termination of Agreement.

(a) Termination; General. Either Merrill Lynch or CSFB may terminate this
Agreement, by notice to the Company and the Selling Shareholders, at any time at
or prior to Closing Time (i) if there has been, since the time of execution of
this Agreement or since the respective dates as of which information is given in
the U.S. Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or the
international markets, including Taiwan or the People's Republic of China, any
outbreak of hostilities or escalation thereof or other calamity or crisis or any
change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the U.S.
Representatives, impracticable to market the U.S. Securities or to enforce
contracts for the sale of the U.S. Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the Nasdaq National Market, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or (iv) if a banking moratorium has been declared by either Federal
or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

SECTION 10. Default by One or More of the U.S. Underwriters. If one or
more of the U.S. Underwriters shall fail at Closing Time or a Date of Delivery
to purchase the U.S. Securities which it or they are obligated to purchase under
this Agreement (the "Defaulted Securities"), the U.S. Representatives shall have
the right, within 24 hours thereafter, to make arrangements for one or more of
the non-defaulting U.S. Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Securities in such amounts as may
be agreed upon and

28
<PAGE>

upon the terms herein set forth; if, however, the U.S. Representatives shall not
have completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the number
of U.S. Securities to be purchased on such date, each of the non-defaulting U.S.
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting U.S.
Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the number of U.S.
Securities to be purchased on such date, this Agreement or, with respect to any
Date of Delivery which occurs after the Closing Time, the obligation of the U.S.
Underwriters to purchase and of the Company to sell the U.S. Option Securities
to be purchased and sold on such Date of Delivery shall terminate without
liability on the part of any non-defaulting U.S. Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
U.S. Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the U.S.
Underwriters to purchase and the Company to sell the relevant U.S. Option
Securities, as the case may be, either the (i) U.S. Representatives or (ii) the
Company and any Selling Shareholder shall have the right to postpone Closing
Time or the relevant Date of Delivery, as the case may be, for a period not
exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectuses or in any other documents or arrangements. As used
herein, the term "U.S. Underwriter" includes any person substituted for a U.S.
Underwriter under this Section 10.

SECTION 11. Default by One or More of the Selling Shareholders or the
Company.

(a) If any Selling Shareholder shall fail at Closing Time or at a Date of
Delivery to sell and deliver the number of U.S. Securities which such Selling
Shareholder or Selling Shareholders are obligated to sell hereunder, and the
remaining Selling Shareholders do not exercise the right hereby granted to
increase, pro rata or otherwise, the number of U.S. Securities to be sold by
them hereunder to the total number to be sold by all Selling Shareholders as set
forth in Schedule B hereto, then the U.S. Underwriters may, at option of the
U.S. Representatives, by notice from the U.S. Representatives to the Company and
the non-defaulting Selling Shareholders, either (a) terminate this Agreement
without any liability on the fault of any non-defaulting party except that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or
(b) elect to purchase the U.S. Securities which the non-defaulting Selling
Shareholders and the Company have agreed to sell hereunder. No action taken
pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting
from liability, if any, in respect of such default.

In the event of a default by any Selling Shareholder as referred to in this
Section 11, each of the U.S. Representatives, the Company and the non-defaulting
Selling Shareholders shall have the right to postpone Closing Time or Date of
Delivery for a period not

29
<PAGE>

exceeding seven days in order to effect any required change in the Registration
Statement or Prospectuses or in any other documents or arrangements.

(b) If the Company shall fail at Closing Time or at the Date of Delivery to
sell the number of U.S. Securities that it is obligated to sell hereunder, then
this Agreement shall terminate without any liability on the part of any
nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6,
7 and 8 shall remain in full force and effect. No action taken pursuant to this
Section shall relieve the Company from liability, if any, in respect of such
default.

SECTION 12. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of Omar Jaffrey and
at 277 Park Avenue, New York, New York 10172, attention of J. Tracy Mehr;
notices to the Company shall be directed to it c/o Garmin International, Inc. at
1200 East 151st Street, Olathe, Kansas 66062, attention of Andrew Etkind; and
notices to the Selling Shareholders shall be directed to them c/o Garmin
International, Inc. at 1200 East 151st Street, Olathe, Kansas 66062, attention
of Andrew Etkind.

SECTION 13. Parties. This Agreement shall each inure to the benefit of
and be binding upon the U.S. Underwriters, the Company, Garmin Corp., Garmin
International and the Selling Shareholders and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the U.S.
Underwriters, the Company, Garmin Corp., Garmin International and the Selling
Shareholders and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the U.S. Underwriters, the Company, Garmin Corp., Garmin
International and the Selling Shareholders and their respective successors, and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of U.S. Securities from any U.S. Underwriter shall be deemed to be a
successor by reason merely of such purchase.

SECTION 14. Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 15. Agent for Service of Process. For purposes of the Registration
Statement and the 1933 Act and the rules and regulations promulgated thereunder,
and for the purpose of complying with the laws of the various states wherein the
U.S. Securities are to be offered, the Company, Garmin Corp., Garmin
International and the Selling Shareholders each appoints SNR Registered Agent
Services, Inc. at 4520 Main Street, Suite 1100, Kansas City, Missouri 64111 as
its agent upon whom may be served any notice, process or pleading in any action
or proceeding against it or arising out of or in connection with this Agreement,
the sale of the U.S.

30
<PAGE>

Securities or out of violation of the aforesaid laws with all other powers which
are conferred upon an agent for service by the 1933 Act and the rules and
regulations promulgated thereunder; and the Company, Garmin Corp., Garmin
International and the Selling Shareholders each consents that any action or
proceeding against it may be commenced in any court of competent jurisdiction
and proper venue within such state by service of process upon said agent with
the same effect as if the Company, Garmin Corp. and Garmin International were
organized or created under the laws of such state and had been lawfully served
with process in such state, and each of the Selling Shareholder was domiciled in
such state and had been lawfully served with process in such state.

SECTION 16. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

31
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company and the Attorney-in-Fact for the Selling
Shareholders a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the U.S. Underwriters, the
Company and the Selling Shareholders in accordance with its terms.

Very truly yours,

GARMIN LTD.

By
----------------------------------------
Title:

GARMIN INTERNATIONAL, INC.

By
----------------------------------------
Title:

GARMIN CORPORATION

By
----------------------------------------
Title:

By
----------------------------------------
As Attorney-in-Fact acting on behalf of
the Selling Shareholders named in
Schedule B hereto

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
CREDIT SUISSE FIRST BOSTON CORPORATION

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By
---------------------------------------
Authorized Signatory

For themselves and as U.S. Representatives of the other U.S. Underwriters named
in Schedule A hereto.

32
<PAGE>

SCHEDULE A - U.S. UNDERWRITING SCHEDULE

<TABLE>
<CAPTION>
Number of
Name of U.S. Underwriter Initial U.S. Securities
------------------------ -----------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.....
Credit Suisse First Boston Corporation.................
Salomon Smith Barney Inc...............................

Total..............................................
</TABLE>

Sch A-1
<PAGE>

SCHEDULE B - U.S. SECURITIES TO BE SOLD
(COMPANY AND SELLING SHAREHOLDERS COMBINED)

<TABLE>
<CAPTION>
Number of Initial Maximum Number of U.S. Option
U.S. Securities to be Sold Securities to Be Sold
------------------------------- ------------------------------------
<S> <C> <C>
Garmin Ltd. [ ] 156,578
Selling Shareholders [ ] 1,182,172

Total......................... 8,925,000 1,338,750
</TABLE>

Sch B-1
<PAGE>

SCHEDULE C - SELLING PRICE

GARMIN LTD.

8,925,000 Common Shares

(Par Value $0.01 Per Share)

1. The initial public offering price per share for the U.S. Securities,
determined as provided in said Section 2, shall be $..

2. The purchase price per share for the U.S. Securities to be paid by the
several U.S. Underwriters shall be $., being an amount equal to the initial
public offering price set forth above less $. per share; provided that the
purchase price per share for any U.S. Option Securities purchased upon the
exercise of the over-allotment option described in Section 2(b) shall be reduced
by an amount per share equal to any dividends or distributions declared by the
Company and payable on the Initial U.S. Securities but not payable on the U.S.
Option Securities.

Sch C-1
<PAGE>

SCHEDULE D

List of Persons and Entities Subject to Lock-up

1. Gary L. Burrell

2. Min H. Kao

3. Min-Hwan Kao (Trustee of the Min-Hwan Kao Revocable Trust 9/28/95)

4. Donald Hubert Eller (Trustee of the Min-Hwan Kao 2000 Grantor Retained
Annuity Trust)

5. Donald Hubert Eller (Trustee for the Yu-Fan C. Kao 2000 Grantor
Retained Annuity Trust)

6. Daniel Kao

7. Jonathan C. Burrell (Trustee for the Gary L. Burrell 2000 Grantor
Retained Annuity Trust dated October 27, 2000)

8. Jonathan C. Burrell (Trustee for the Judith M. Burrell 2000 Grantor
Retained Annuity Trust dated October 27, 2000)

9. Dave Don Casey

10. Paul Shumaker

11. Donald H. Eller

12. Ruey Chyr Kao

13. James Kao

14. Eric Kau

15. Ryan Lee Kau

16. Kenneth Kao

17. Jennifer Kao

18. Jeffrey Kao

19. Steve Jang-Fu Kao

20. Jasmine Kao

21. Ruey-Jeng Kao

Sch D-1
<PAGE>

22. Kuang-Ting Cheng

23. Shu-Fen Hsu Lin

24. Ha-Na Wu

25. Yu-Yen Chang

26. Sen-Shuh Chiou

27. Min-Shia C. Chau

28. Kuo-Cheng Kao

29. Yin-An Hsieh

30. Chao-Chung Wu

31. Gender Industrial Corp.

32. Chi-Min Wang

33. Ching-Sheng Hsiao

34. Wen-Jen Hung

35. Li-Ying Hsieh

36. Hsing-Yung Chung

37. Tsung-Te Ho

38. An-Hsiung Tseng

39. Ching-Shun Su

40. Tsung-Lin Chou

41. Tsai-Sheng Liu

42. Chiu-Chieh Lai

43. Fan-Min Huang

44. Li-Yun Peng

45. Jiing-Fu Shiau

46. Jia-Fang Tsai

Sch D-2
<PAGE>

47. Pi-Yun Chung

48. Man-Hsia C. Chiou

49. Yen-Fu Cheng

50. Shen-Fu Cheng

51. Mu-Fu Cheng

52. Han-Yun Hsiao

53. Mei-Hsueh Lin

54. I-Mao Kuan

55. Yueh-Roei Tseng

56. Tzay-Nong Tseng

57. Gene-Wen Su

58. Ching-Yao Su

59. Hui-Ching Chen

60. Hui-Jen Chen

61. Hui-Min Chen

62. Jin-Lien Huang

63. Hsiu-Mei Wen Chung

64. Shi-I Chung

65. Cheng-Che Chung

66. Cheng-Hsien Chung

67. Hsiu-Yuan Kuan

68. Yin-Wei Ho

69. Kang-Wei Ho

70. Mei-Hui Wu

71. Eng-Eng Shu Tseng

Sch D-3
<PAGE>

72. Yun-Chieh Tseng

73. Te-Lin Tseng

74. Tsong-Liang Chou

75. Chung-Shi Chou

76. Nai-Wu

77. Wen-I Liu

78. Shu-Kang Liu

79. Su-Lin Liu

80. Pi-Chu Pai

81. Chi-Hao Lai

82. Szu-Yin Lai

83. Shing-Hsiang Liu Kuan

84. Lien-Piao Kuan

85. Chen-Chuan Kuan

86. Meei-Juan Chen

87. Yi-Ru Chen

88. Jung-Ting Chen

89. Hsiu-Ming Cheng

90. Ya-Ching Tzeng

91. Fang-Yu Tseng

92. Meei-May Tseng

93. Mei-Ling Tsai

94. Yu-Hsien Su

95. Kui-Yeh Chen

96. Tsai-Wie Tseng

Sch D-4
<PAGE>

97. I-Ju Tseng

98. I-Chieh Tseng

99. Pei-Hsun Hsieh

100. Annie Lin

101. Hwei-Lin Wu

Sch D-5
<PAGE>

Exhibit A-1

FORM OF OPINION OF SONNENSCHEIN NATH & ROSENTHAL,
COUNSEL FOR THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 5(b)(i)

1. Garmin International is validly existing as a corporation in good standing
under the laws of the State of Kansas.

2. Garmin International has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectuses and to enter into and perform its obligations under the U.S.
Purchase Agreement and the International Purchase Agreement.

3. Each of the Company and its subsidiaries is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in the United States in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good standing
would not result in a Material Adverse Effect. Counsel may rely upon the
opinion of Andrew Etkind, the general counsel of Garmin International.

4. Except as otherwise disclosed in the Registration Statement, all of the
issued and outstanding common shares of Garmin International have been duly
authorized and validly issued, are fully paid and non-assessable and, to the
best of our knowledge, are owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, encumbrance, claim or equity and none of the outstanding common shares
of Garmin International was issued in violation of the preemptive or similar
rights of any securityholder of Garmin International.

5. The U.S. Purchase Agreement and the International Purchase Agreement have
been duly authorized, executed and delivered by Garmin International.

6. The Registration Statement, including any Rule 462(b) Registration
Statement, has been declared effective under the 1933 Act; any required
filing of the Prospectuses pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b); and, to the best
of our knowledge, no stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration Statement has been
issued under the 1933 Act and no proceedings for that purpose have been
instituted or are pending or threatened by the Commission.

7. The Registration Statement, including any Rule 462(b) Registration
Statement, the Rule 430A Information and the Rule 434 Information, as
applicable, the Prospectuses, and each amendment or supplement to the
Registration Statement and Prospectuses, as of their respective effective or
issue dates (other than the financial statements and supporting schedules
included therein or omitted therefrom, as to which we express no opinion)
complied as to form in all material respects with the requirements of the
1933 Act and the 1933 Act Regulations.

A-1-1
<PAGE>

8. If Rule 434 has been relied upon, the Prospectuses were not "materially
different," as such term is used in Rule 434, from the prospectuses included
in the Registration Statement at the time it became effective.

9. The form of certificate used to evidence the Common Shares complies in all
material respects with the requirements of the Nasdaq National Market.

10. To the best of our knowledge, there is not pending or threatened any
action, suit, proceeding, inquiry or investigation, to which the Company or
any subsidiary is a party, or to which the property of the Company or any
subsidiary is subject, before or brought by any court or governmental agency
or body, domestic or foreign, which might reasonably be expected to result
in a Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets thereof or the
consummation of the transactions contemplated in the U.S. Purchase Agreement
and the International Purchase Agreement or the performance by the Company
of its obligations thereunder.

11. The information in the Prospectuses under "Description of Share Capital",
"Business--Facilities", "Business--Regulations", and "Tax Considerations--
United States Federal Income Tax Considerations" and in the Registration
Statement under Item 14, to the extent that it constitutes matters of law,
summaries of legal matters, the Company's charter and bylaws or legal
proceedings, or legal conclusions, has been reviewed by us and is correct in
all material respects; and our opinion set forth in Exhibit 8.1 to the
Registration Statement is confirmed.

12. To the best of our knowledge, there are no statutes or regulations that are
required to be described in the Prospectuses that are not described as
required.

13. All descriptions in the Registration Statement of contracts and other
documents to which the Company or its subsidiaries are a party are accurate
in all material respects; to the best of our knowledge, there are no
franchises, contracts, indentures, mortgages, loan agreements, notes, leases
or other instruments required to be described or referred to in the
Registration Statement or to be filed as exhibits thereto other than those
described or referred to therein or filed or incorporated by reference as
exhibits thereto, and the descriptions thereof or references thereto are
correct in all material respects.

14. To the best of our knowledge, neither the Company nor any subsidiary is in
violation of its Memorandum and Articles of Association or charter or by-
laws, as applicable, and no default by the Company or any subsidiary exists
in the due performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument that is described or
referred to in the Registration Statement or the Prospectuses or filed or
incorporated by reference as an exhibit to the Registration Statement.

15. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than under the 1933 Act and
the 1933 Act Regulations, which have been

A-1-2
<PAGE>

made or obtained, or as may be required under the securities or blue sky
laws of the various states or under the laws and regulations of
jurisdictions outside the United States, as to which we express no opinion)
is necessary or required in connection with the due authorization, execution
and delivery of the U.S. Purchase Agreement or the International Purchase
Agreement or for the offering, issuance, sale or delivery of the Securities.

16. The execution, delivery and performance of the U.S. Purchase Agreement and
the International Purchase Agreement and the consummation of the
transactions contemplated in the U.S. Purchase Agreement and the
International Purchase Agreement and in the Registration Statement
(including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the Prospectuses
under the caption "Use Of Proceeds") and compliance by the Company with its
obligations under the U.S. Purchase Agreement and the International Purchase
Agreement do not and will not, whether with or without the giving of notice
or lapse of time or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined in Section 1(a)(x) of the U.S.
Purchase Agreement and the International Purchase Agreement) under or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any subsidiary pursuant to any
contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or any other agreement or instrument, known to us, to which the
Company or any subsidiary is a party or by which it or any of them may be
bound, or to which any of the property or assets of the Company or any
subsidiary is subject (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a Material Adverse
Effect), nor will such action result in any violation of the provisions of
the Memorandum of Association or Articles of Association or charter or by-
laws, as applicable, of the Company or any subsidiary, or any applicable
law, statute, rule, regulation, judgment, order, writ or decree, known to
us, of any government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any subsidiary or any of
their respective properties, assets or operations. Counsel may rely upon the
opinion of Andrew Etkind with respect to agreements of the Company.

17. To the best of our knowledge, there are no persons with registration rights
or other similar rights to have any securities registered pursuant to the
Registration Statement or otherwise registered by the Company under the 1933
Act.

18. The Company is not an "investment company" or an entity "controlled" by an
"investment company", as such terms are defined in the 1940 Act.

19. Nothing has come to our attention that would lead us to believe that the
Registration Statement or any amendment thereto, including the Rule 430A
Information and Rule 434 Information (if applicable) (except for financial
statements and schedules and other financial data included therein or
omitted therefrom, as to which we make no statement), at the time such
Registration Statement or any such amendment became effective, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectuses or any amendment or supplement
thereto (except for financial statements and schedules and other financial
data included therein or omitted therefrom,

A-1-3
<PAGE>

as to which we need make no statement), at the time the Prospectuses were
issued, at the time any such amended or supplemented prospectuses were
issued or at the Closing Time, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

20. The reorganization described in the section of the Registration Statement
and Prospectuses entitled "Reorganization" and contemplated by the
Shareholders Agreement and the Bridge Loan Agreements (as defined in the
U.S. Purchase Agreement and the International Purchase Agreement) have been
completed, and comply in all respects with applicable law. The execution,
delivery and performance of each of the Bridge Loan Agreements to which
Garmin International is a party are within Garmin International's corporate
powers and have been duly authorized by all necessary corporate and, if
required, stockholder action. The Bridge Loan Agreements have been duly
executed and delivered by Garmin International to the extent a party
thereto, and constitute legal, valid and binding obligations of each Loan
Party (as defined below), as applicable, enforceable against the Company,
Garmin Corp. and Garmin International (each a "Loan Party") in accordance
with their respective terms.

21. The choice of New York law to govern the U.S. Purchase Agreement and the
International Purchase Agreement in which such choice is stipulated is an
effective choice of law, except where there is no logical or reasonable
basis for the choice of New York law and except where the choice of New York
law infringes upon a fundamental policy of the applicable state.

In rendering such opinion, such counsel may rely (A) as to matters
involving the application of the laws of Cayman Islands and Taiwan, upon the
opinion of Maples and Calder and Fortune Land Law Offices, special counsel
to the Company (which opinion shall be dated and furnished to the Lead
Managers at the Closing Time, shall be satisfactory in form and substance to
counsel for the Underwriters and shall expressly state that the
International Managers may rely on such opinion as if it were addressed to
them), provided that Sonnenschein Nath & Rosenthal shall state in its
opinion that it believes that it and the International Managers are
justified in relying upon such opinion, and (B) as to matters of fact (but
not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials.
Such opinion shall not state that it is to be governed or qualified by, or
that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the
Legal Opinion Accord of the ABA Section of Business Law (1991).

A-1-4
<PAGE>

Exhibit A-2

FORM OF OPINION OF MAPLES AND CALDER, SPECIAL CAYMAN ISLANDS
COUNSEL FOR THE COMPANY, TO BE
DELIVERED PURSUANT TO SECTION 5(b)(ii)

1. The Company has been duly incorporated for an unlimited duration and is
validly existing and in good standing under the laws of the Cayman Islands.

2. The Company has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectuses and
to enter into and perform its obligations under the U.S. Purchase Agreement
and the International Purchase Agreement.

3. The authorized, issued and outstanding share capital of the Company is as
set forth in the Prospectuses in the column entitled "Actual" under the
caption "Capitalization" (except for subsequent issuance, if any, pursuant
to the U.S. Purchase Agreement and the International Purchase Agreement or
pursuant to reservations, agreements, or employee benefit plans referred to
in the Prospectuses or pursuant to the exercise of convertible securities or
options referred to in the Prospectuses); the issued and outstanding share
capital of the Company, including the shares to be purchased by the
Underwriters from the Selling Shareholders, have been duly authorized and
validly issued and are fully paid and non-assessable (assuming payment
therefor); and none of the outstanding share capital of the Company was
issued in violation of the preemptive or similar rights pursuant to the
memorandum and articles of association of the Company.

4. The shares to be purchased by the Underwriters from the Company have been
duly authorized for issuance and sale to the Underwriters pursuant to the
U.S. Purchase Agreement and the International Purchase Agreement and, when
issued and delivered by the Company pursuant to the U.S. Purchase Agreement
and the International Purchase Agreement against payment of the
consideration set forth in the U.S. Purchase Agreement and the International
Purchase Agreement and relevant entries made in the register of members of
the Company, will be validly issued and fully paid and non-assessable and no
holder of such shares is or will be subject to personal liability by reason
only of being such a holder.

5. The issuance and sale of the shares by the Company and the sale of the
shares by the Selling Shareholders is not subject to preemptive or other
similar rights pursuant to the memorandum and articles of association or in
any document referred to in this opinion as having been reviewed by us.

6. The form of certificate used to evidence the shares complies in all material
respects with all applicable statutory requirements and with any applicable
requirements of the memorandum and articles of association of the Company.

A-2-1
<PAGE>

7. Based on our review of the Register of Writs and other Originating Process,
there is no pending action, suit, proceeding, inquiry or investigation in
the Cayman Islands to which the Company or any subsidiary is a party, or to
which the property of the Company is subject, before or brought by any court
or governmental agency or body in the Cayman Islands.

8. The information in the Prospectuses under "Description of Share Capital,"
and "Tax Considerations--Cayman Islands Tax Considerations" and in the
Registration Statement under Item 14 to the extent that it constitutes
matters of law, summaries of legal matters, the Company's memorandum and
articles of association or legal proceedings, or legal conclusions, has been
reviewed by us and is correct in all material respects; and our opinion set
forth in Exhibit 8.2 to the Registration Statement is confirmed.

9. To the best of our knowledge, the Company is not in violation of its
memorandum or articles of association and no default by the Company exists
in the due performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument that is described or
referred to in the Registration Statement or the Prospectuses or filed or
incorporated by reference as an exhibit to the Registration Statement.

10. The execution and delivery of the U.S. Purchase Agreement and the
International Purchase Agreement by the Company and the performance of its
obligations thereunder have been duly authorized and approved by all
necessary corporate action of the Company and do not violate, conflict with
or result in a breach of any of the terms or provisions of its memorandum
and articles of association or any law, public rule or regulation applicable
to the Company in the Cayman Islands currently in force and do not violate,
conflict with or result in a breach of any existing order or decree of any
governmental authority or agency or any official body in the Cayman Islands.

11. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any Cayman Islands court or
governmental authority or agency, is necessary or required in connection
with the due authorization, execution and delivery of the U.S. Purchase
Agreement and the International Purchase Agreement or for the offering,
issuance, sale or delivery of the shares.

12. Our opinions expressed in our legal opinion dated 20th September 2000
addressed to Merrill Lynch Capital Corporation, Garmin Funding, Inc. and
Citibank, N.A. were true and accurate at the date thereof and may be relied
on by you.

13. The reorganization described in the section of the Registration Statement
and Prospectuses entitled "Reorganization", and contemplated by the Bridge
Loan Agreements and the Shareholders Agreement entered into in connection
therewith, has been completed and complies in all respects with Cayman
Islands law.

A-2-2
<PAGE>

14. The U.S. Purchase Agreement and the International Purchase Agreement when
executed and delivered for and on behalf of the Company will constitute
legal, valid and binding obligations of the Company enforceable in the
Cayman Islands in accordance with their terms except and in so far as such
enforcement may be limited as hereinafter set forth.

15. No stamp duties or other similar taxes or charges are payable under the
laws of the Cayman Islands in respect of (i) the execution or delivery of
the U.S. Purchase Agreement or the International Purchase Agreement or the
performance or enforcement of the terms thereof by any of the Underwriters,
(ii) the issuance and sale of the shares by the Company; or (iii) the sale
and delivery outside of the Cayman Islands by the Underwriters of the shares
to the initial purchasers thereof, unless they are executed in or thereafter
brought within the jurisdiction of the Cayman Islands (e.g. for the purposes
of enforcement).

16. There are currently no taxes or other charges or deductions payable (by
withholding or otherwise) to the Cayman Islands government or any taxing
authority thereof on or by virtue of (i) the execution, delivery or
enforcement of the U.S. Purchase Agreement or the International Purchase
Agreement, (ii) any payment of any nature to be made by the Company under
the U.S. Purchase Agreement or the International Purchase Agreement, (iii)
the issuance and sale of the shares by the Company, or (iv) the sale and
delivery outside the Cayman Islands by the Underwriters of the shares to the
initial purchasers thereof. The Cayman Islands currently have no income,
corporate or capital gains tax and no estate duty, inheritance tax or gift
tax.

17. The Company can sue and be sued in its own name under the laws of the
Cayman Islands. The choice of the laws of New York to govern the U.S.
Purchase Agreement and the International Purchase Agreement will be upheld
as a valid choice of law under the laws of the Cayman Islands and the courts
of the Cayman Islands would uphold such choice of law in a suit on the U.S.
Purchase Agreement and the International Purchase Agreement brought in the
courts of the Cayman Islands, assuming it is so pleaded. An action against
the Company in the Cayman Islands under the U.S. Purchase Agreement and the
International Purchase Agreement could be instituted in the Grand Court,
which has jurisdiction over the Company and would accept jurisdiction over
any action or proceedings based on the U.S. Purchase Agreement and the
International Purchase Agreement without first having to obtain a judgment
in respect of the U.S. Purchase Agreement and the International Purchase
Agreement in a court of New York or any other relevant jurisdiction. In the
event of any proceedings being brought in the Cayman Islands courts in
respect of a monetary obligation expressed to be payment in a currency other
than Cayman Islands dollars, a Cayman Islands court would give judgment
expressed as an order to pay such currency or its Cayman Islands dollar
equivalent at the time of payment or enforcement of the judgment.

Although there is no statutory enforcement in the Cayman Islands of
judgments obtained in New York, the courts of the Cayman Islands will recognize
and enforce a judgment of a foreign court of competent jurisdiction in respect
of any legal suit or proceeding arising out of or relating to the U.S. Purchase
Agreement and the International Purchase Agreement without retrial on the merits
based on the principle that a judgment of a

A-2-3
<PAGE>

competent foreign court imposes upon the judgment debtor an obligation to
pay the sum for which judgment has been given provided that such judgment is
final and conclusive, for a liquidated sum, not in respect of taxes or a
fine or penalty, is not inconsistent with a Cayman Islands judgment in
respect of the same matter, and was not obtained in a manner and is not of a
kind the enforcement of which is contrary to the public policy of the Cayman
Islands. A Cayman Islands court may stay proceedings if concurrent
proceedings are being brought elsewhere. A foreign judgment may be final and
conclusive even if subject to appeal. However, if applicable, a Cayman
Islands court may stay enforcement until such appeal has been heard.

A-2-4
<PAGE>

Exhibit A-3

FORM OF OPINION OF FORTUNE LAND LAW OFFICES, SPECIAL TAIWAN LAW
COUNSEL OF THE COMPANY, TO BE
DELIVERED PURSUANT TO SECTION 5(b)(iii)

1. Garmin Corp. has been duly incorporated and is validly existing and in good
standing as a company under the laws of Taiwan.

2. Garmin Corp. has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectuses and
to enter into and perform its obligations under the U.S. Purchase Agreement
and the International Purchase Agreement.

3. Garmin Corp. is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect.

4. Except as otherwise disclosed in the Registration Statement, all of the
issued and outstanding common shares of Garmin Corp. have been duly
authorized and validly issued, are fully paid and non-assessable and are
held of record by and, to the best of our knowledge, are beneficially owned
by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity;
none of the outstanding common shares of Garmin Corp. was issued in
violation of the preemptive or similar rights of any securityholder of
Garmin Corp.

5. The U.S. Purchase Agreement and the International Purchase Agreement have
been duly authorized, executed and delivered by Garmin Corp.

6. To the best of our knowledge, there is not pending or threatened any action,
suit, proceeding, inquiry or investigation, to which Garmin Corp. or any
subsidiary is a party, or to which the property of Garmin Corp. or any
subsidiary is subject, before or brought by any court or governmental agency
or body, domestic or foreign, which might reasonably be expected to result
in a Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets thereof or the
consummation of the transactions contemplated in the U.S. Purchase Agreement
and the International Purchase Agreement or the performance by Garmin Corp.
of its obligations thereunder.

7. To the best of our knowledge, Garmin Corp. is not in violation of its
charter or by-laws and no default by Garmin Corp. exists in the due
performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument that is described or referred
to in the Registration Statement or the Prospectuses or filed or
incorporated by reference as an exhibit to the Registration Statement.

A-3-1
<PAGE>

8. The execution, delivery and performance of the U.S. Purchase Agreement and
the International Purchase Agreement and the consummation of the
transactions contemplated in the U.S. Purchase Agreement and the
International Purchase Agreement and in the Registration Statement
(including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the Prospectuses
under the caption "Use Of Proceeds") and compliance by Garmin Corp. with its
obligations under the U.S. Purchase Agreement and the International Purchase
Agreement do not and will not, whether with or without the giving of notice
or lapse of time or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined in Section 1(a)(x) of the U.S.
Purchase Agreement and the International Purchase Agreement) under or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of Garmin Corp. or any subsidiary pursuant to any
contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or any other agreement or instrument, known to us, to which
Garmin Corp. or any subsidiary is a party or by which it or any of them may
be bound, or to which any of the property or assets of Garmin Corp. or any
subsidiary is subject (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a Material Adverse
Effect), nor will such action result in any violation of the provisions of
the charter or by-laws of Garmin Corp. or any subsidiary, or any applicable
law, statute, rule, regulation, judgment, order, writ or decree, known to
us, of any government, government instrumentality or court, domestic or
foreign, having jurisdiction over Garmin Corp. or any subsidiary or any of
their respective properties, assets or operations.

9. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental
authority or agency, in Taiwan is necessary or required in connection with
the due authorization, execution and delivery of the U.S. Purchase Agreement
and the International Purchase Agreement or for the offering, issuance, sale
or delivery of the Securities.

10. The reorganization described in the section of the Registration Statement
and Prospectuses entitled "Reorganization" and contemplated by the
Shareholders Agreement has been completed, and together with the Bridge Loan
Agreements and the Shareholders Agreement complies in all respects with
applicable law. Garmin Corp. (a) has the corporate power and authority to
execute and deliver the Bridge Loan Agreements to which it is a party and to
borrow and perform its obligations thereunder and the transactions
contemplated thereby and to grant the security interests to be granted by it
pursuant to the Pledge Agreement and (b) has duly authorized, executed and
delivered each Bridge Loan Agreement to which it is a party. The execution
and delivery by Garmin Corp. of the Bridge Loan Agreements to which it is a
party, and the U.S. Purchase Agreement and the International Purchase
Agreement performance of its obligations under the Bridge Loan Agreements
and the U.S. Purchase Agreement and the International Purchase Agreement and
performance of the other transactions contemplated thereby and granting of
the security interests to be granted by it pursuant to the Pledge
Agreement(s) will not result in any violation of (1) the articles of
incorporation or by-laws of Garmin Corp., (2) any Taiwan law or any rule or
regulation issued pursuant to any Taiwan law or any order issued by any
court or governmental agency or body and (b) will not breach or result in an
a default under or result in the

A-3-2
<PAGE>

creation of any lien upon or security interest in Garmin Corp.'s properties
pursuant to the terms of any other agreement or any other instrument to
which Garmin Corp. is party.

11. Garmin Corp.'s submission to the non-exclusive jurisdiction of any court of
competent jurisdiction provided for in the U.S. Purchase Agreement and the
International Purchase Agreement is valid and enforceable under the laws of
Taiwan. The choice of New York law, as the governing law of the U.S.
Purchase Agreement and the International Purchase Agreement, is under the
laws of Taiwan, valid and effective choice of law. A judgment rendered by
any court of or in the State of New York, County of New York pursuant to a
legal action instituted before such courts in connection with the U.S.
Purchase Agreement and the International Purchase Agreement would be
enforceable against Garmin Corp. in the courts of Taiwan. It is not
necessary under Taiwan law (i) in order to enable the Underwriters to
enforce their rights under the U.S. Purchase Agreement or the International
Purchase Agreement in Taiwan or (ii) by reason of the execution, delivery or
performance of such agreements that any Underwriter should be licensed or
qualified to carry on business or satisfy any so called "doing business"
requirements in Taiwan.

In rendering such opinion, such counsel may rely (A) as to matters involving
the application of the laws of the Cayman Islands and the United States, upon
the opinion of Maples and Calder and Sonnenschein Nath & Rosenthal, special
counsel and counsel to the Company (which opinion shall be dated and furnished
to the Representatives at the Closing Time, shall be satisfactory in form and
substance to counsel for the Underwriters and shall expressly state that the
International Managers may rely on such opinion as if it were addressed to
them), provided that Fortune Land Law Offices shall state in its opinion that it
believes that it and the International Managers are justified in relying upon
such opinion, and (B) as to matters of fact (but not as to legal conclusions),
to the extent they deem proper, on certificates of responsible officers of the
Company and public officials. Such opinion shall not state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions.

A-3-3
<PAGE>

Exhibit A-4 FORM OF OPINION OF SHOOK, HARDY & BACON, SPECIAL
REGULATORY COUNSEL OF THE COMPANY, TO BE
DELIVERED PURSUANT TO SECTION 5(b)(iv)

[Date]

MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Re: Garmin Ltd., Special Federal Communications
Commission Counsel's Opinion

Ladies and Gentlemen:

We serve as special Federal Communications Commission ("FCC") counsel
for Garmin Ltd. (the "Company") in connection with its operations pursuant to
the rules and regulations of the FCC (47 C.F.R. (S)(S) 0.1 et seq.). This
opinion is delivered to you at the request of the Company in connection with the
following sections of its S-1 Registration Statement dated [ ], 2000
entitled: "RISKS RELATED TO OUR COMPANY - ANY REALLOCATION OF RADIO FREQUENCY
SPECTRUM COULD CAUSE INTERFERENCE WITH THE RECEPTION OF GPS SIGNALS. THIS
INTERFERENCE COULD HARM OUR BUSINESS."; and, "ULTRA-WIDEBAND RADIO DEVICES COULD
CAUSE INTERFERENCE WITH THE RECEPTION OF GPS SIGNALS. THIS INTERFERENCE COULD
HARM OUR BUSINESS."; in addition, this opinion relates to the "REGULATIONS"
section, but only as that section relates to FCC regulatory matters (the
"Applicable S-1 Sections").

For the purposes of this opinion, we have made such examination of the
Communications Act of 1934, as amended (the "Communications Act"), and the
rules, regulations, decisions and policies published and promulgated by the FCC
thereunder and pursuant thereto (collectively, together with the Communications
Act, the "Rules") as we have

A-4-1
<PAGE>

deemed necessary or proper for this opinion. In addition, we have investigated
such questions of law and examined such documents as in our judgment were
necessary to enable us to render the opinions expressed below. We are opining
solely with respect to the Rules, and we express no opinion herein concerning
any other laws, rules or regulations or as to the laws of any jurisdiction.

As to any facts material to the opinions expressed herein, we have reviewed
and relied upon: (a) statements and representations made to us by the Company;
(b) the publicly available files of the FCC; (c) a review of such of our
internal records and files as we have deemed appropriate. In our investigation
we have assumed (i) the genuineness of the signatures, and the authority of the
persons signing all documents in connection with which this opinion is rendered,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to authentic original documents of all documents submitted to us as
copies and the authenticity of the originals of said copies and (iv) the due
authorization, execution and delivery of all documents, instruments and
agreements. Where, in this opinion, the phrase "to the best of our knowledge" or
like language is used to qualify an opinion herein, it shall mean that, in
addition to relying on the matters set forth in the foregoing sentences, the
opinion so qualified is limited to the knowledge of our lawyers currently within
our firm who have worked on matters on behalf of the Company.

Based upon the foregoing, and in reliance thereon, and subject to the
limitations, qualifications, assumptions and exceptions set forth herein, we are
of the opinion that:

The statements contained in the Applicable S-1 Sections insofar as they
describe the Company's risks and operations pursuant to the Rules constitute an
accurate summary thereof in all material respects.

Without limiting the applicability of any qualification, limitation or
assumption set forth herein, the foregoing opinion is subject to the following
additional qualifications:

a. We are qualified to practice law in the District of Columbia. The
opinion set forth herein is limited in all respects to matters governed by
the federal law of the United States and the law of the District of
Columbia, in each case to the extent applicable and not excepted from the
scope of the opinion set forth herein. We express no opinion as to choice
of law or conflicts of law.

b. The information set forth herein is as of the date hereof. We assume
no obligation to advise you of changes which may hereafter be brought to
our attention. Our opinion is given as of the date hereof and are expressly
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond what is explicitly stated in this letter. We do not opine
with respect to any law, regulation, rule or governmental policy which may
be proposed, enacted or adopted after the date hereof, nor do we assume any
responsibility to advise you of future changes in our opinion.

c. This opinion is furnished by us solely for your benefit and may be
relied upon only by you in connection with the matters discussed herein.
This opinion may not be

A-4-2
<PAGE>

used, circulated or quoted, in whole or in part, or be furnished to or
relied upon by any other person or governmental agency without our prior
written consent.

d. This letter expresses our professional legal opinion as to the
foregoing matters and is based upon our professional knowledge and
judgment; it is not, however, to be construed as a guaranty.

Very truly yours,

SHOOK, HARDY & BACON, L.L.P.

A-4-3
<PAGE>

Exhibit B

FORM OF OPINION OF COUNSEL FOR THE SELLING SHAREHOLDERS,
TO BE DELIVERED PURSUANT TO SECTION 5(c)

1. No filing with, or consent, approval, authorization, license, order,
registration, qualification or decree of, any court or governmental authority or
agency, domestic or foreign, (other than the issuance of the order of the
Commission declaring the Registration Statement effective and such
authorizations, approvals or consents as may be necessary under state securities
laws, as to which we express no opinion) is necessary or required to be obtained
by the Selling Shareholders for the performance by each Selling Shareholder of
its obligations under the U.S. Purchase Agreement or the International Purchase
Agreement or in the Power of Attorney or under the Custody Agreement, or in
connection with the offer, sale or delivery of the Securities.

2. Each Power of Attorney and Custody Agreement has been duly executed
and delivered by the respective Selling Shareholders named therein and
constitutes the legal, valid and binding agreement of such Selling Shareholder.

3. The U.S. Purchase Agreement and the International Purchase Agreement
have been duly authorized, executed and delivered by or on behalf of each
Selling Shareholder.

4. Each Attorney-in-Fact has been duly authorized by the Selling
Shareholders to deliver the Securities on behalf of the Selling Shareholders in
accordance with the terms of the U.S. Purchase Agreement and the International
Purchase Agreement.

5. The execution, delivery and performance of the U.S. Purchase Agreement
and the International Purchase Agreement and the Power of Attorney and the
Custody Agreement and the sale and delivery of the Securities and the
consummation of the transactions contemplated in the U.S. Purchase Agreement and
the International Purchase Agreement and in the Registration Statement and
compliance by each Selling Shareholder with its obligations under the U.S.
Purchase Agreement and the International Purchase Agreement have been duly
authorized by all necessary action on the part of each Selling Shareholder and
do not and will not, whether with or without the giving of notice or passage of
time or both, conflict with or constitute a breach of, or default under or
result in the creation or imposition of any tax, lien, charge or encumbrance
upon the Securities or any property or assets of the Selling Shareholders
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, license, lease or other instrument or agreement to which any
Selling Shareholder is a party or by which they may be bound, or to which any of
the property or assets of the Selling Shareholders may be subject nor will such
action result in any violation of the provisions of the charter or by-laws of
the Selling Shareholders, if applicable, or any law, administrative regulation,
judgment or order of any governmental agency or body or any administrative or
court decree having jurisdiction over such Selling Shareholder or any of its
properties.

B-1
<PAGE>

6. To the best of our knowledge, each Selling Shareholder has valid and
marketable title to the Securities to be sold by such Selling Shareholder
pursuant to the U.S. Purchase Agreement and the International Purchase
Agreement, free and clear of any pledge, lien, security interest, charge, claim,
equity or encumbrance of any kind, and has full right, power and authority to
sell, transfer and deliver such Securities pursuant to the U.S. Purchase
Agreement and the International Purchase Agreement. By delivery of a certificate
or certificates therefor such Selling Shareholder will transfer to the
Underwriters who have purchased such Securities pursuant to the U.S. Purchase
Agreement and the International Purchase Agreement (without notice of any defect
in the title of such Selling Shareholder and who are otherwise bona fide
purchasers for purposes of the Uniform Commercial Code) valid and marketable
title to such Securities, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.

B-2
<PAGE>

Exhibit C

FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS
PURSUANT TO SECTION 5(K)

________, 2000

Garmin Ltd.
Queensgate House
P.O. Box 30464SMB
113 South Church Street, George Town,
Grand Cayman, Cayman Islands

Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney, Inc.
C/O: Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

The undersigned understands that Donaldson, Lufkin & Jenrette Securities
Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Representatives of the several underwriters (the
"Underwriters"), propose to enter into a Purchase Agreement with Garmin Ltd.
(the "Company"), providing for the initial public offering (the "Initial Public
Offering") of common shares, par value $0.01 per share (the "Common Shares"), of
the Company.

To induce the Underwriters that may participate in the Initial Public
Offering to continue their efforts in connection with the Initial Public
Offering, the undersigned, during the period commencing on the date hereof and
ending 180 days after the date of the final prospectus relating to the Initial
Public Offering:

1. agrees not to (x) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any Common Shares or
any securities convertible into or exercisable or exchangeable for
Common Shares (including, without limitation, securities convertible
into or exercisable or exchangeable for Common Shares which may be
deemed to be beneficially owned by the undersigned in accordance with
the rules and regulations of the Securities and Exchange Commission)
or (y) enter into any swap or other arrangement that transfers all or
a portion of the economic consequences associated with the ownership
of any Common Shares (regardless of whether any of the transactions
described in clause (x) or (y) is to be settled by the delivery of
Common Shares, or such other securities, in

C-1
<PAGE>

cash or otherwise), without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated;

2. agrees not to make any demand for, or exercise any right with respect
to, the registration of any Common Shares or any securities
convertible into or exercisable or exchangeable for Common Shares,
without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated; and

3. authorizes the Company to cause the transfer agent to decline to
transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any Common Shares and
any securities convertible into or exercisable or exchangeable for
Common Shares for which the undersigned is the record holder and, in
the case of any such shares or securities for which the undersigned is
the beneficial but not the record holder, agrees to cause the record
holder to cause the transfer agent to decline to transfer and/or to
note stop transfer restrictions on such books and records with respect
to such shares or securities.

Notwithstanding the above, the undersigned may offer, sell, assign or
otherwise transfer Common Shares or any securities convertible into or
exercisable or exchangeable for Common Shares (i) to trusts for the benefit of
the undersigned and/or members of the immediate family of the undersigned
provided each recipient of the above transfer agrees in writing to be bound by
the terms of this letter agreement in form identical to this letter agreement;
or (ii) as part of the Initial Public Offering; or (iii) as part of the
reorganization as described in the initial prospectus relating to the Initial
Public Offering.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
reasonably necessary or desirable in connection with the enforcement hereof. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.

C-2
<PAGE>

Very truly yours,

---------------------------
Name: (Please Type)

Address

Social Security or Taxpayer
Identification or Passport Number:
Number of Common Shares owned or
to be owned, if known:
Number of securities that are
convertible into, or exercisable or
exchangeable for, Common Shares:
Number of Common Shares issuable
upon conversion, exercise or exchange
of such securities:

C-3
<PAGE>

Annex A

FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(g)

December , 2000

Garmin Ltd.
c/o Garmin International, Inc.
1200 East 151st Street
Olathe, Kansas 66062

and

Dear Sirs:

We have audited the consolidated balance sheets of Garmin Ltd. (the
"Company") and subsidiaries as of December 25, 1999 and December 26, 1998 and
the consolidated statements of income, stockholders' equity, and cash flows for
each of the three years in the period ended December 25, 1999, and the related
schedule, all included in the Registration Statement (No. 333-45514) on Form S-1
filed by the Company under the Securities Act of 1933 (the "Act"); our reports
with respect thereto also are included in such Registration Statement as amended
as of December , 2000, herein referred to as the "Registration Statement."

In connection with the Registration Statement:

1. We are independent auditors with respect to the Company within the
meaning of the Act and the applicable rules and regulations thereunder adopted
by the SEC.

M-1
<PAGE>

2. In our opinion, the consolidated financial statements and financial
statement schedule audited by us and included in the Registration Statement
comply as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by the
SEC.

3. We have not audited any financial statements of the Company as of any
date or for any period subsequent to December 25, 1999. The purpose (and
therefore the scope) of our audit for the year ended December 25, 1999 was to
enable us to express our opinion on the consolidated financial statements at
December 25, 1999 and for the year then ended, but not on the financial
statements for any interim period within such year. Therefore, we are unable to
express and do not express an opinion on: the unaudited consolidated balance
sheet at September 23, 2000; the unaudited consolidated statements of income,
stockholders' equity, and cash flows for the nine-month periods ended September
23, 2000 and September 25, 1999, included in the Registration Statement; or the
financial position, results of operations, or cash flows as of any date or for
any period subsequent to December 25, 1999.

4. For purposes of this letter, we have read the 2000 minutes of meetings
of the stockholders and the Board of Directors of the Company and its
subsidiaries as set forth in the minute books through December , 2000,
officials of the Company having advised us that the minutes of all such meetings
through that date were set forth therein, and have carried out other procedures
to December , 2000 as follows (our work did not extend to the period from
December , 2000 to December , 2000 inclusive):

a. With respect to the nine-month periods ended September 23, 2000
and September 25, 1999, we have:

(i) performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial information
as described in SAS 71, Interim Financial Information, on the unaudited
consolidated balance sheet at September 23, 2000 and the unaudited
consolidated statements of income, stockholders' equity, and cash flows for
the nine-month periods ended September 23, 2000 and September 25, 1999,
included in the Registration Statement; and

(ii) inquired of certain officials of the Company who have
responsibility for financial and accounting matters as to whether the
unaudited consolidated financial statements referred to under a.(1) comply
as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by
the SEC.

b. With respect to the period from September 24, 2000 to October 21,
2000, we have:

read the unaudited consolidated financial statements for the Company's fiscal
month of October of both 2000 and 1999 furnished to us by the Company, officials
of the Company having advised us that no such financial statements as of any
date or for any period subsequent to October 21, 2000 were available; and

M-2
<PAGE>

inquired of certain officials of the Company who have responsibility for
financial and accounting matters as to whether the unaudited consolidated
financial statements referred to under b.(1) are stated on a basis substantially
consistent with that of the audited consolidated financial statements included
in the Registration Statement.

The foregoing procedures do not constitute an audit conducted in accordance
with auditing standards generally accepted in the United States. Also, they
would not necessarily reveal matters of significance with respect to the
comments in the following paragraph. Accordingly, we make no representations as
to the sufficiency of the foregoing procedures for your purposes.

5. Nothing came to our attention as a result of the foregoing procedures
that caused us to believe that:

c. any material modifications should be made to the unaudited
consolidated financial statements described in 4.a.(1) above,
included in the Registration Statement, for them to be in
conformity with accounting principles generally accepted in the
United States,

d. the unaudited consolidated financial statements described in
4.a.(1) above do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the
related rules and regulations adopted by the SEC; or

e. (i) at October 21, 2000, there was any change in the common
shares, increase in long-term debt or decrease in consolidated
net current assets or stockholders' equity of the consolidated
companies as compared with the amounts shown in the September 23,
2000 unaudited consolidated balance sheet included in the
Registration Statement; or (ii) for the period from September 24,
2000 to October 21, 2000, there was any decrease, as compared
with the corresponding period in the preceding year, in
consolidated net sales or in the total or per-share amounts of
consolidated net income.

6. As mentioned under 4.b. above, Company officials have advised us that
no consolidated financial statements as of any date or for any period subsequent
to October 21, 2000 are available; accordingly, the procedures carried out by us
with respect to changes in financial statement items after October 21, 2000
have, of necessity, been even more limited than those with respect to the
periods referred to in 4. above. We have inquired of certain officials of the
Company who have responsibility for financial and accounting matters as to
whether: (i) at December , 2000 there was any change in the common shares,
increase in long-term debt or any decreases in consolidated net current assets
or stockholders' equity of the consolidated companies as compared with the
amounts shown on the September 23, 2000 unaudited consolidated balance sheet
included in the Registration Statement, or (ii) for the period from September
24, 2000 to December , 2000, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated net sales or in the
total or per-share amounts of consolidated net income. On the basis of these
inquiries and our reading of the

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minutes as described in 4. above, nothing came to our attention that caused us
to believe that there was any such change, increase, or decrease.

7. At your request, we have also read the items identified by you on the
attached copy of the Registration Statement (prospectuses), and have performed
the following procedures, which were applied as indicated with respect to the
symbols explained below:

a. Compared the dollar amounts either to the amounts in the audited
consolidated financial statements described in the introductory
paragraph of this letter or, for prior years, audited
consolidated financial statements for 1997, 1996 and 1995, or to
amounts in the unaudited consolidated financial statements
described in paragraph 3 above, to the extent such amounts are
included in or can be derived from such statements and found them
to be in agreement.

b. Compared the dollar and other amounts not derived directly from
audited or unaudited consolidated financial statements to amounts
in the Company's accounting records to the extent such amounts
could be so compared directly and found them to be in agreement.

c. Compared the dollar and other amounts not derived directly from
audited or unaudited consolidated financial statements, or that
could not be compared directly to the Company's accounting
records, to amounts in analyses prepared by the Company from its
accounting records and found them to be in agreement.

d. Proved the arithmetic accuracy of the percentages or amounts
based on the data in the above-mentioned financial statements,
accounting records, and analyses.

e. Computed the number of common shares to be outstanding after this
offering by totaling the number of common shares issued and
outstanding at September 23, 2000 appearing in the unaudited
consolidated financial statements at that date and the number of
common shares offered by the Company in the Registration
Statement as set forth under the caption "Common Shares Offered
By Us" on Page 4, and compared the computed amount to this
corresponding amount and found them to be in agreement.

We make no comment as to the appropriateness or completeness
of the Company's determination of the Regulation S-K
requirements for quantitative and qualitative disclosures
about market risks nor with respect to the reasonableness of
the assumptions underling the disclosures. We make no
representation as to whether the transaction will take place
or the number of shares to be sold in the transaction. We
make no legal representations as to questions of legal
interpretation regarding the completeness or appropriateness
of the Company's determination of what

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constitutes executive compensation for purposes of the SEC
disclosure requirements on executive compensation.

8. Our audits of the consolidated financial statements for the periods
referred to in the introductory paragraph of this letter were comprised of audit
tests and procedures deemed necessary for the purpose of expressing an opinion
on such financial statements taken as a whole. For neither the periods referred
to therein nor any other period did we perform audit tests for the purpose of
expressing an opinion on individual balances of accounts or summaries of
selected transactions such as those enumerated above and, accordingly, we do not
express an opinion thereon.

9. It should be understood that we make no representations as to
questions of legal interpretation or as to the sufficiency for your purposes of
the procedures enumerated in the preceding paragraph; also, such procedures
would not necessarily reveal any material misstatement of the information
identified in 7. above. Further, we have addressed ourselves solely to the
foregoing data as set forth in the Registration Statement and make no
representations as to the adequacy of disclosure or as to whether any material
facts have been omitted.

10. This letter is solely for the information of the addressees and to
assist the underwriters in conducting and documenting their investigation of the
affairs of the Company in connection with the offering of the securities covered
by the Registration Statement, and is not to be used, circulated, quoted or
otherwise referred to within or without the underwriting group for any other
purpose, including, but not limited to, the registration, purchase, or sale of
securities, nor is it to be filed with or referred to in whole or in part in the
Registration Statement or any other document, except that reference may be made
to it in the underwriting agreement or any list of closing documents pertaining
to the offering of the securities covered by the Registration Statement.

Very truly yours,

/s/ Ernst & Young LLP

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