Exhibit 4.39(1)
  SHAREHOLDER LOAN AGREEMENT
  GIGAMEDIA ASIA PACIFIC LIMITED
  INFOCOMM ASIA HOLDINGS PTE. LTD.




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CONTENTS
 1. INTERPRETATION
    
    
    12. THE SHAREHOLDER LOAN
    
    
    33. CONDITIONS TO DRAWDOWN
    
    
    44. INTEREST
    
    
    45. REPAYMENT
    
    
    56. SECURITY AND SENIORITY
    
    
    57. REPRESENTATIONS AND WARRANTIES
    
    
    68. EVENT OF DEFAULT
    
    
    89. TAXES
    
    
    1010. ASSIGNMENTS AND TRANSFERS
    
    
    1011. FORCE MAJEURE
    
    
    1012. AMENDMENTS
    
    
    1113. NOTICES
    
    
    1114. GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    1215. GENERAL PROVISIONS
    
    
    13
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THIS SHAREHOLDER LOAN AGREEMENT Agreement Effective Date
 BETWEEN :
 (1)
    
    GIGAMEDIA ASIA PACIFIC LIMITED (the Lender), a company duly organised and
existing under the laws of the British Virgin Islands with its registered
office at Overseas Management Company Trust (B.V.I.) Ltd., OMC Chambers,
P.O.Box 3152, Road Town, Tortola, British Virgin Islands; and(2)
    
    INFOCOMM ASIA HOLDINGS PTE. LTD. (the Borrower), a company incorporated
in Singapore with its registered office at 28 Maxwell Road Red Dot Traffic
#04-01 Singapore 069120.
 WHEREAS:
 (A)
    
    The Borrower was established for the purpose of operating and distributing
online games in the South Asia region and making strategic investments in
operating hubs.(B)
    
    The Borrower, the Lender and other shareholders of the Borrower have
entered into a Shareholders Agreement in 2007 (as amended from time to time)
(the Shareholders Agreement) and the Lender has subscribed for 500,000 Class
B Shares of the Borrower representing 28.43% of the total issued and
outstanding shares in the Borrower as of the Effective Date.(C)
    
    Subject to the terms hereof, the Lender wishes to make available a loan
facility to the Borrower in a fixed aggregate principal amount of US$7,000,000
(the Shareholder Loan) and the Borrower wishes to borrow the Shareholder
Loan.
 NOW THEREFORE,
 1.
    
    INTERPRETATION
 1.1
    
    Definitions
  Affiliate
    
    means, with regard to a given Person (as defined
below), a Person that Controls (as defined below), is
Controlled by or is under common Control with the given
Person;Agreement
    
    means this Shareholder Loan Agreement entered into on
the date first written above between the Lender and the
Borrower, as the same may be supplemented and amended
from time to time in accordance with its terms;Blizzard
    
    Blizzard Entertainment International, a division of Coöperatie Activision Blizzard International U.A., a
co-operative association, with its corporate seat in
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Amsterdam and office address at Beechavenue 131 D, 1119
RB Schiphol-Rijk, The Netherlands, registered with the
Trade Register under number 34324431;Blizzard Transaction
Documents
    
    means any and all agreements entered into or to be
entered into in connection with the transactions with
Blizzard and to which the Borrower is a party;Borrower
    
    means Infocomm Asia Holdings Pte. Ltd. and its
successors and permitted assigns;Business Day
    
    means any day, other than Saturday or Sunday, on which
banks are open for business in the Hong Kong, Singapore
and the British Virgin Islands;Control
    
    means ownership of more than 50% of the voting
securities or interests in another Person, or the
ability to direct the management and policies of such
Person, directly or indirectly, whether through the
ownership of voting securities, by contract or
otherwise. The terms Controlled and Controlling
have meanings corresponding to the foregoing;Drawdown Date
    
    has the meaning ascribed thereto in clause 2.2;Early Repayment Date
    
    has the meaning ascribed thereto in clause 5.2;Effective Date
    
    has the meaning ascribed thereto in the introductory
paragraph;Event of Default
    
    has the meaning ascribed thereto in clause 8;Event of Force Majeure
    
    has the meaning ascribed thereto in clause 11.1;Final Maturity Date
    
    means the last day of the Term of the Shareholder Loan;Hong Kong
    
    means the Hong Kong Special Administrative Region of
the Peoples Republic of China;HKIAC
    
    means the Hong Kong International Arbitration Center
and its successors;Lender
    
    means GigaMedia Asia Pacific Limited and its successors
and permitted assigns;Party
    
    means either the Lender or the Borrower; and Parties
shall mean both the Lender and the Borrower;
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Person
    
    means any individual, corporation, partnership, limited
partnership, proprietorship, association, limited
liability company, firm, trust, estate or other
enterprise or entity;Shareholders Agreement
    
    has the meaning ascribed thereto in the preamble hereof;Shareholder Loan
    
    has the meaning ascribed thereto in the preamble hereof;Term of the
Shareholder Loan
    
    means a period of five years commencing on the Drawdown
Date.
 1.2
    
    Construction of certain references
  (A)
    
    all references in this Agreement to designated clauses and other subdivisions
are to the designated clauses and other subdivisions of the body of this Agreement;
 (B)
    
    clause headings are included for convenience only and shall not affect the
interpretation of this Agreement;(C)
    
    terms defined in the singular include the plural and vice versa;
 (D)
    
    any phrase introduced by the terms including, include, in particular or
any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms; and
 (E)
    
    all accounting terms not otherwise defined herein have the meanings assigned
under US generally accepted accounting principles.
 2.
    
    THE SHAREHOLDER LOAN
 2.1
    
    Subject to the terms of this Agreement, the Lender hereby agrees to advance the Shareholder
Loan to the Borrower.
 2.2
    
    Subject to clause 3, the Drawdown Date shall be the date which is three (3) Business Days
after the Effective Date. The Borrower shall issue a drawdown notice to the Lender no later
than two (2) Business Days prior to the Drawdown Date.
 2.3
    
    During the Term of this Agreement, unless expressly agreed by the Parties otherwise, the
amount of the Shareholder Loan shall be fixed and shall not be changed whatsoever.
 2.4
    
    The Borrower shall apply up to US$7 million of the Shareholder Loan towards meeting its
working capital requirements and to repay any loans provided by the directors of the Borrower.
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3.
    
    CONDITIONS TO DRAWDOWN
  (A)
    
    All corporate and other proceedings in connection with the Shareholder Loan
contemplated by this Agreement shall be in form and substance satisfactory to the
Lender, and the Lender shall have received all such original or certified or other
copies of such documents as it may reasonably request, including without limitation, a
resolution of the board of directors of the Borrower approving their acceptance of the
terms of this Agreement and authorising and directing the Borrower to duly execute and
deliver this Agreement and any other related documents;
 (B)
    
    Not later than the second (2) Business Day before the proposed Drawdown Date in
a drawdown notice, the Lender shall have received a drawdown notice for the Shareholder
Loan duly signed and approved by the Borrower;
 (C)
    
    The representations and warranties of the Borrower contained herein shall be
true on and as of the proposed Drawdown Date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case such
representations and warranties shall be true and accurate on and as of such earlier
date). The Borrower shall have performed or observed all covenants, agreements and
conditions contained herein required to be performed or observed by the Borrower on or
before the proposed Drawdown Date; and(D)
    
    No Event of Default shall have occurred and be continuing.
 4.
    
    INTEREST
 4.1
    
    Unless additional interest accrues per clause 5.4, the Borrower shall pay interest in respect
of the entire outstanding unpaid principal balance of the Shareholder Loan at a rate of three
percent (3%) per annum (Interest Rate) for the period commencing on (and including) the
Drawdown Date and ending on (but excluding) Final Maturity Date. Interest shall be payable on
the outstanding balance of the Shareholder Loan until the Shareholder Loan is paid in full.
 4.2
    
    In no contingency or event shall interest charged hereunder, however such interest may be
characterized or computed, exceed the highest rate permissible under any law deemed applicable
to this Agreement (the Maximum Rate). In the event that it is determined that the rate of
interest charged hereunder exceeded the Maximum Rate during any period or periods, the rate of
interest hereunder for such period or periods shall be deemed to have been the Maximum Rate,
and the rate of interest hereunder shall be deemed to have continued to be and shall continue
to be the Maximum Rate for such period as is necessary for the total amount of interest paid
or accrued hereunder to equal the amount of interest that would have been paid or accrued
hereunder had the interest rate hereunder at all times remained as provided in the preceding
subsections of this Clause 4. If, notwithstanding the foregoing interest rate adjustment, it
is determined that the Lender has received interest in excess of the Maximum Rate, any such
excess shall (i) first, be applied to any unpaid costs and expenses owed to the Lender under
this Agreement or any other loan document and to the unpaid principal amount of the
Shareholder Loan and
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5.
    
    REPAYMENT
 5.1
    
    Unless otherwise agreed by the Parties, the Borrower shall pay the aggregate principal amount
of the Shareholder Loan plus any interest accrued thereon to the Lender in US dollars in
immediately available funds on the Final Maturity Date. Where the Final Maturity Date shall
be on a day which is not a Business Day, the date for repayment shall be extended to the next
following Business Day.
 5.2
    
    If the Lender sells or transfers all of its equity interest in the Borrower in accordance
with the Shareholders Agreement without concurrently assigning all of its rights and
obligations under this Agreement, the aggregate principle amount of the Shareholder Loan shall
become due and payable on the date on which such sale or transfer of the Lenders equity
interest shall become effective (Early Repayment Date).
 5.3
    
    Unless otherwise provided herein, the Borrower shall not repay any part of the aggregate
principal amount of the Shareholder Loan prior to the Final Maturity Date without the Lenders
prior written consent.
 5.4
    
    If any amount due under this Agreement is not paid five (5) Business Days after the Final
Maturity Date or the Early Repayment Date (as the case may be), in addition to the interest
accrued and payable per clause 4.1, the Borrower shall pay an additional interest on such
amount unpaid at the rate of 2.5% above interest rate as set forth in Clause 4 per annum, up
to (but excluding) the date on which such amount is paid in full.
 6.
    
    SECURITY AND SENIORITY
 6.1
    
    The Borrower undertakes and warrants to the Lender that all payment obligations under this
Agreement shall constitute unconditional, direct, general payment obligations of the Borrower
and shall rank at all times senior to all other existing and future unsecured, subordinated
payment obligations of the Borrower, except if otherwise expressly prohibited by applicable
mandatory law or if otherwise expressly agreed to by the Lender. In respect of any such other
payment obligations and to effect the preceding subordination undertaking, upon request, the
Borrower shall execute (and/or cause to be executed) a Subordination Agreement in form and
substance satisfactory to the Lender.
 6.2
    
    The Borrower undertakes and warrants to the Lender that all payment obligations of Borrower
to Lender under this Agreement are secured:
 (A)
    
    by a senior security interest granted to the Lender by the Borrower in the
Borrowers net profit generated by all the games operated by the Borrower and its
subsidiaries and all games developed or licensed by the Borrower, whether now owned or
hereafter generated, including without limitation the accounts, documents, money, and
all of the Borrowers books and records with respect to the foregoing; and
 (B)
    
    by a senior security interest granted to Lender by the Borrower in the assets,
properties and interests of the Borrower and its subsidiaries, including but not
limited to the receivables, equipment, and any intellectual property the Borrower owns.
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6.3
    
    Notwithstanding clauses 7.2(D) and 7.3(C), the Borrower undertakes and warrants to the Lender
that, except as expressly permitted by the Lender no other loans or payment obligations of any
type will be secured by any asset, profit or interests of the Borrower without the written
permission of the Lender. To the extent any loan or payment obligation is permitted by Lender
to be so secured, as a condition precedent to the Lenders permission, the Borrower shall (A)
obtain the Lenders approval of the underlying security and pledge agreement and (B) execute
(and/or cause to be executed) a Subordination Agreement whose form and substance shall be
satisfactory to the Lender.
 6.4
    
    The Borrower undertakes and warrants to do/execute (and to cause to be done/executed), and
refrain from doing/executing (and to cause the refraining from doing/executing) any and all
actions or documents necessary or appropriate, in the Lenders sole discretion, in order to
effect the Parties intents and purposes as set out in this Clause 6.
 7.
    
    REPRESENTATIONS AND WARRANTIES
 7.1
    
    Representations and Warranties of the Parties
  (A)
    
    Such Party is duly organised, validly existing and in good standing under the
laws of the jurisdiction in which it purports to be organized and existing and has the
corporate power to own its assets and to carry on its business as now conducted;
 (B)
    
    Such Party has the corporate power to enter into, exercise its rights and
perform and comply with its obligations under this Agreement and each other agreement
contemplated herein, all of which have been duly authorized by all proper and necessary
corporate actions;
 (C)
    
    Such Party has taken, fulfilled and done all actions, conditions and things,
required by law to be taken, fulfilled and done (including the obtaining of any
required consents, approvals, authorizations or exemptions or making the necessary
filings, recordings or registrations) so that (i) it may lawfully enter into, exercise
its rights and perform and comply with its obligations under this Agreement and each
other agreement contemplated herein, and (ii) upon execution by all relevant parties
and with due registration, such obligations are legally binding and enforceable in
accordance with the applicable terms; and
 (D)
    
    The entry into, exercise of such Partys rights and/or performance of or
compliance with its obligations under this Agreement and each other agreement
contemplated herein do not and will not violate (i) any law to which it is subject,
(ii) its articles of association, or (iii) any of its other constitutional documents.
 7.2
    
    Representations and Warranties of the Borrower
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(A)
    
    There are no pending or threatened legal proceedings, lawsuits, arbitration
proceedings, administrative proceedings or other governmental or court proceedings, or
governmental or court orders, injunctions, judgements or awards, or arbitral awards to
which it is a party or by which it or any of its properties or assets is or may be
bound or affected to any material extent;(B)
    
    No Event of Default in respect of the Borrower has occurred and is continuing;
 (C)
    
    No default has occurred and is continuing under any other agreement to which it
is a party or by which it or any of its properties or assets may be bound or affected
and which materially and adversely affect its business, financial condition or
operations or its ability to perform its obligations under this Agreement and the
Shareholder Loan; and
 (D)
    
    It has good and marketable title to the properties and assets owned by it and
material to its business, and such properties and assets are subject to no lien of any
nature whatsoever except encumbrances to title which in the aggregate do not materially
adversely affect the use, proposed use or value of the property or other assets of it.
 7.3
    
    Covenants of the Borrower
 (A)
    
    The Borrower shall maintain its legal and effective corporate existence and be
in compliance with all laws and regulations applicable to the Borrower and pay all
taxes and duties levied on the Borrower by the governmental authorities.
 (B)
    
    The Borrower shall as soon as possible inform the Lender by notice in writing
of the occurrence of any of the following:
 (i)
    
    any Event of Default in respect of the Borrower; or
 (ii)
    
    any event which has or may result in a material adverse effect on
the Borrowers ability to perform its obligations hereunder.
 (C)
    
    Except for the pledges expressly permitted in (and effected in accordance with)
Clause 6, the Borrower shall not mortgage, pledge or otherwise encumber or permit to
exist any lien over any of its current or future properties, assets, interests or
profits during the Term of the Shareholder Loan without an express consent by the
Lender in writing. The Lender acknowledges it is fully aware of the Blizzard
Transaction Documents entered into by the Company and Blizzard, including in particular
the charge over the shares in Monsoon Online Pte. Ltd. granted to Blizzard.
 (D)
    
    The Borrower shall not sell, transfer or otherwise dispose of, by one or more
transactions or series of transactions, whether related or not, all or any part of its
business or (except for good consideration in the ordinary course of its business) its
assets or revenues without an express consent by the Lender in writing (other than the
sale of the shares in Spring Asia Limited to the Lender).
 (E)
    
    The Borrower shall not take any step in relation to merger, consolidation,
demerger, winding-up, administration, liquidation, bankruptcy, dissolution or other
activities of similar nature without an express consent by the Lender in writing.
 (F)
    
    The Borrower shall immediately inform the Lender in writing of any amendment or
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supplement made from time to time to its constitutional documents, and shall ensure
that no amendment or supplement with any potential adverse effect to the rights and
interests of the Lender will be made to its constitutional documents without an
express consent by the Lender in writing.
 (G)
    
    The Borrower shall, at its own cost and expense, at all times during the Term
of the Shareholder Loan, take out and maintain full and adequate insurance against
losses or damage by fire, and such other risks as are customarily insured against,
including but not limited to public liability insurance.
 (H)
    
    The Borrower shall comply with all procedures and requirements of applicable
regulations of the Singapore in connection with any drawdown or repayment under this
Agreement.
 8.
    
    EVENT OF DEFAULT
 8.1
    
    Events of Default.Each of the following events and occurrences shall constitute an Event
of Default under this Agreement:
 (A)
    
    The Borrower fails to repay the aggregate principal amount of the Shareholder
Loan plus interest accrued but unpaid within five (5) Business Days after the Final
Maturity Date or the Early Repayment Date, as the case may be;
 (B)
    
    The Borrower fails to observe or perform any of its other obligations contained
in this Agreement (or any transaction contemplated hereby) for thirty (30) days after
written notice thereof has been given to the Borrower;
 (C)
    
    Any representation, warranty or covenant made by the Borrower in or in
connection with this Agreement (or any transaction contemplated hereby) or any document
provided by or on behalf of it hereunder or thereunder proves to have been incorrect or
misleading or breached in any substantial respect when made;
 (D)
    
    The Borrower fails to comply with or perform any final and effective judgement
or order made or given by any court of competent jurisdiction; or the Borrower fails to
pay any final and effective judgement or order made or given by any court of competent
jurisdiction;
 (E)
    
    The Borrower fails to observe or perform any of its obligations under the
Shareholders Agreement and any other agreements entered into by and between the
Borrower and the Lender;
 (F)
    
    Any consents, approvals, authorizations or exemptions required for the
performance or enforceability of the obligations of the Borrower under this Agreement
(or any transaction contemplated hereby) expires, is not renewed on substantially
similar terms and conditions upon expiration or is terminated, revoked or modified, and
any such event may have a material adverse effect on the Borrowers ability to perform
its obligations hereunder;
 (G)
    
    Any provision of this Agreement (or of documents for any transaction
contemplated hereby) is or is declared to be null and void, or the validity or
enforceability thereof is contested by the Borrower, or a proceeding is commenced by
any governmental agency or authority having jurisdiction over the Borrower seeking to
establish the invalidity or unenforceability thereof, or the Borrower denies that it
has any or further liability or obligation under this Agreement (or under documents for
any
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transaction contemplated hereby);
 (H)
    
    The Borrower, pursuant to relevant Singapore bankruptcy or insolvency laws and
regulations, enters into any compromise or arrangement with its creditors as a whole,
declares itself bankrupt or insolvent, any competent court accepts a petition to have
it declared bankrupt or insolvent, an order is made or an effective resolution is
passed for its winding up (except for the purposes of amalgamation or reconstruction as
a solvent company), or a receiver, custodian, trustee, administrative receiver or
administrator is appointed in respect of the whole or any material part of the
Borrowers undertaking or assets;
 (I)
    
    If any distress, execution or other process is levied upon any material part of
the assets of the Borrower and the Borrower is unable to carry out its business in the
ordinary course;
 (J)
    
    the Borrower shall default in the performance of any other agreement, term or
condition contained in any agreement under which any monetary obligation is created,
and as a result of the Borrowers default such obligation has become due prior to its
stated maturity and the result of an event specified in this clause is to accelerate or
permit the acceleration of any such obligation in excess of $100,000.
 (K)
    
    If any other event occurs in relation to the Borrower which, under the laws of
any applicable jurisdiction, has an effect upon the Borrower equivalent or analogous to
any of the events referred to in clauses 8.1(H) to (I) above;
 (L)
    
    If any change of control of the Borrower has occurred. In respect of the
Borrower, a Change of Control shall be deemed to have occurred upon the acquisition
of at least fifty percent (50%) of the equity interest in the Borrower by any Person
other than an existing shareholder of the Borrower;
 (M)
    
    If an event of default occurs under any of Blizzard Transaction Documents (as
the term event of default is defined thereunder); and
 (N)
    
    At any time it is or becomes unlawful for the Borrower to perform or comply
with any or all of its obligations under this Agreement (or any transaction
contemplated hereby) or any of the obligations of the Borrower hereunder (or
thereunder) are not or cease to be legal, valid and enforceable.
 8.2
    
    Remedies
 (A)
    
    If an Event of Default has occurred and is continuing, the Lender may take one
or more of the following actions:
 (i)
    
    prior to the Drawdown Date, by notice to the Borrower, declare
that the Shareholder Loan to be made to the Borrower shall be cancelled; and
 (ii)
    
    on or after the Drawdown Date, by notice to the Borrower, declare
the aggregate principal amount of the Shareholder Loan plus interest accrued to
be immediately due and payable, whereupon such amount will become forthwith due
and payable without presentment, protest, demand or other notice all of which
are hereby waived.
 (B)
    
    If an Event of Default has occurred and is continuing, the Lender, in addition
to the rights set forth above, will have all the other rights and remedies under
applicable
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law.
 (C)
    
    The Lender may exercise the rights described in this clause 8.2 at any time
after the occurrence and during the continuance of an Event of Default, whether or not
the aggregate principal amount of the Shareholder Loan has become due and payable.
 9.
    
    TAXES
  10.
    
    ASSIGNMENTS AND TRANSFERS
 10.1
    
    This Agreement shall be binding on each Party hereto and their respective successors and
assignees and remain in force.
 10.2
    
    The Borrower shall not assign, transfer, novate or dispose all or any of its rights and/or
obligations under this Agreement without prior written consent of the Lender.
 10.3
    
    The Borrower hereby agrees that notwithstanding the grant of prior written consent to an
assignment by the Lender, it shall remain jointly and severally liable for the obligations
which it has assigned in accordance with clause 10.2.
 10.4
    
    If the Lender sells or transfers all of its equity interest in the Borrower to any third
party purchaser in accordance with the Shareholders Agreement, any and all declared but unpaid
dividends on the date of such sale or transfer shall all become due and payable:
 (A)
    
    the Lender shall have the right to concurrently assign, transfer, novate or
dispose all of its rights and obligations under this Agreement, OR
 (B)
    
    concurrently with such sale or transfer, the aggregate principal amount and
interest accrued but unpaid of the Shareholder Loan shall become due and payable.
 10.5
    
    The Borrower undertakes to take all necessary action and execute all documents reasonably
required by the Lender in connection with such assignment, transfer, novation or disposal.
 11.
    
    FORCE MAJEURE
 11.1
    
    General
 Event of Force Majeure
 11.2
    
    Notice
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11.3
    
    Resuming the performance of obligations
 (A)
    
    A Party affected by an Event of Force Majeure shall inform the other Party of
any relevant progress from time to time, and take all necessary actions to prevent,
limit or reduce the losses and consequences caused by or in connection with the
suspension of its performance, and shall use its best efforts to avoid, reduce or
eliminate the impact of such Event of Force Majeure.
 (B)
    
    A Party affected by an Event of Force Majeure shall resume its performance as
soon as practicable.
 12.
    
    AMENDMENTS
  13.
    
    NOTICES
  (A)
    
    if delivered by hand, on the day it is delivered, or on the next Business Day
if delivery is made on a non-Business Day or after the business hours of a Business
Day;
 (B)
    
    if sent by facsimile, on the day when transmittal confirmation is received, or
on the next Business Day if the facsimile is transmitted on a non-Business Day or after
the business hours on a Business Day;
 (C)
    
    if sent by certified or registered air mail, on the seventh Business Day
following its being deposited at a local postal service provider for mailing if the
address of the addressee for notice is in the same country as the place of mailing, or
otherwise, on the tenth Business Day following its being deposited at a local postal
service provider for mailing,to the Parties at the following addresses (or addresses as notified by the Parties in
writing from time to time):
 For Lender:
    
    GigaMedia Asia Pacific LimitedAddress
    
    The Centrium, 22/F, 60 Wyndham Street,
Central, Hong KongFacsimile Number
    
    +852 3166 9835Telephone Number
    
    +852 3166 9831Attention
    
    CEOWith copies to:
    
    GigaMedia Limited
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Address
    
    The Centrium, 22/F, 60 Wyndham Street,
Central, Hong KongTelephone Number
    
    +852 3166 9835Facsimile Number
    
    +852 3166 9831Attention:
    
    General CounselFor Borrower:
    
    Infocomm Asia Holdings Pte. Ltd.Address
    
    28 Maxwell Road Red Dot Traffic #04-01 Singapore 069120Facsimile Number
    
    +65 6898 8881Telephone Number
    
    +65 6898 8881Attention:
    
    CEO
 14.
    
    GOVERNING LAW AND DISPUTE RESOLUTION
 14.1
    
    Governing law
  14.2
    
    Dispute Resolution
 (A)
    
    The Parties shall try to resolve any dispute, controversy or claim arising out
of or in connection with this Contract through friendly consultations between the
Parties. But, if no settlement is reached within thirty (30) days from the date one
Party notifies the other Party in writing of its intention to submit the dispute,
controversy or claim to arbitration in accordance with this Article, then any such
dispute, controversy or claim arising out of or relating to this Contract, or the
breach, termination or invalidity thereof, shall be settled by arbitration by the HKIAC
in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be
amended by the rest of this Article. The arbitration will be administered by HKIAC in
accordance with HKIAC Procedures for Arbitration in force at the date of this Contract
including additions to the UNCITRAL Arbitration Rules as are therein contained.
 (B)
    
    The place of arbitration shall be in Hong Kong at the HKIAC. The arbitration
proceedings will be conducted in English. The arbitration panel will consist of three
(3) members. Each Party shall select one (1) arbitrator. The presiding arbitrator
shall be selected by agreement between the arbitrators selected by the Parties or,
failing agreement within ten (10) days of the appointment of the two (2)
Party-nominated arbitrators, by the Chairperson of the HKIAC. The arbitration award
shall be final and binding on the Parties, and the Parties agree to be bound thereby
and to act accordingly. The costs of arbitration and the costs of enforcing the
arbitration award (including witness expenses and reasonable attorneys fees) shall be
borne by the losing Party, unless otherwise determined by the arbitration award.
 (C)
    
    In any arbitration proceeding, any legal proceeding to enforce any arbitration
award and in any legal action between the Parties pursuant to or relating to this
  12




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Agreement, each Party expressly waives any defence based on the fact or allegation
that it is an agency or instrumentality of a sovereign state.
 (D)
    
    Any award of the arbitrators may be enforced by any court having jurisdiction
over the Party against which the award has been rendered, or wherever assets of that
Party are located, and shall be enforceable in accordance with the New York Convention
on the Recognition and Enforcement of Foreign Arbitral Awards (1958).
 15.
    
    GENERAL PROVISIONS
 15.1
    
    LanguageThis Agreement is written in English.15.2
    
    Further assurances
  15.3
    
    Entire agreement
  15.4
    
    Severability
  15.5
    
    Exclusive remedies
  15.6
    
    No waiver
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15.7
    
    Counterpart execution
  15.8
    
    No third party beneficiary
  15.9
    
    Costs
  [Remainder of this page intentionally left blank]
  14




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GIGAMEDIA ASIA PACIFIC LIMITED
 By:
    
    Name:Title:INFOCOMM ASIA HOLDINGS PTE. LTD.By:Name:Title:




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Exhibit
4.39(2)
  Amendment to Shareholder Loan Agreement
 Amendment Lender Borrower Shareholder Loan Agreement Shareholder Loan
  Definitions
 Amendments
 2.1
    
    A new definition is inserted after the definition of Blizzard in Clause 1.1 and before the
definition of Blizzard Transaction Documents as follows:
  2.2
    
    A new definition is inserted after the definition of Business Day in Clause 1.1 and before
the definition of Control as follows:
  2.3
    
    Clause 6.2(B) of the Shareholder Loan Agreement is hereby deleted in its entirety and
replaced by the following:
  Effect of Amendment




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Representations and Warranties
 Notices
 Governing Law and Dispute Resolution
 Entire Agreement.
 Retrospective Effectiveness
  - 2 -




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INFOCOMM ASIA HOLDINGS PTE. LTD.By:Name:Title:GIGAMEDIA ASIA PACIFIC LIMITEDBy:Name:Title: