Amendment No.2 to Principal Investor Agreement, dated as of January 31, 2008



 Exhibit 10.52 
 AMENDMENT NO. 2 
 TO 
 PRINCIPAL INVESTOR AGREEMENT 
 This Amendment No. 2 (the
“Amendment”) to the Principal Investor Agreement dated as of August 10, 2005 among SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”), certain of
its subsidiaries and the Principal Investors named therein (the “Agreement”) is made as of January 31, 2008, by and among: 
 (i) the Company; and 
 (ii) each Principal Investor executing this Amendment. 
 Amendment to Agreement 
 The parties
hereto hereby agree as follows: 
 1. Amendment. 
 (a) Each of Sections 2.3.1, 2.3.2, 2.3.3 and 2.3.4 of the Agreement is hereby amended and restated as follows: the amount of “$10,000,000” shall be deleted and replaced with “$25,000,000.”

 (b) Section 2.8 of the Agreement is hereby amended and restated in its entirety as follows: 
 “Operating Committee. The Principal Investor Groups will create an operating committee (the “Operating Committee”) to work with management
of the Company and provide advice to the Board, when requested to do so, with respect to any matter, including acquisitions, dispositions, financings and operating performance. Each Principal Investor Group shall be permitted to designate one
representative (who shall not be a director of the Company) to participate on the Operating Committee, and shall be permitted to remove and replace such designee from time to time, provided that a Principal Investor Group’s designee shall be
automatically removed (and not replaced) at such time as such Principal Investor Group ceases to be a Principal Investor Group in accordance with the definition thereof. The Company shall present, and shall cause each of its direct and indirect
subsidiaries to present to the Operating Committee for its review, any transaction of a sort otherwise described in any of Section 2.3.1 through 2.3.4 but which has a transaction value of more than $10,000,000 but not more than $25,000,000
prior to entering into, or committing to enter into, such transaction.” 
 2. Limited Amendment. Except as specifically amended
by the Amendment, the Agreement shall remain in full force and effect in accordance with its terms. 
 3. Counterparts. This Amendment
may be executed in any number of counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute one and the same agreement. 







 4. Governing Law. This Amendment shall be governed by and construed in accordance with the
domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. 
 5. Definitions. Capitalized terms used but not defined herein are used herein with the definitions contained in the Agreement. 
 [Signature pages follow] 
  

 -2- 








 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

					
	THE COMPANY:	 	SUNGARD CAPITAL CORP.
		
		 	  

		 	Name:	 	Michael J. Ruane
		 	Title:	 	Chief Financial Officer and Treasurer








 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

			
	BAIN CAPITAL INTEGRAL INVESTORS, LLC
		
	By:	 	Bain Capital Investors, LLC, its administrative member
		
	By:	 	 *

	Name:	 	John Connaughton
	Title:	 	Managing Director
	
	BCIP TCV, LLC
		
	By:	 	Bain Capital Investors, LLC, its administrative member
		
	By:	 	 *

	Name:	 	John Connaughton
	Title:	 	Managing Director


  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

			
	  

		 	John Connaughton









 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

			
	BLACKSTONE CAPITAL PARTNERS IV L.P.
		
	By:	 	Blackstone Management Associates IV L.L.C., its General Partner
		
	By:	 	 *

	Name:	 	Chinh E. Chu
	Title:	 	Authorized Person
	
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
		
	By:	 	Blackstone Management Associates IV L.L.C., its General Partner
		
	By:	 	 *

	Name:	 	Chinh E. Chu
	Title:	 	Authorized Person
	
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
		
	By:	 	Blackstone Management Associates IV L.L.C., its General Partner
		
	By:	 	 *

	Name:	 	Chinh E. Chu
	Title:	 	Authorized Person
	
	BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.
		
	By:	 	Blackstone Management Associates IV L.L.C., its General Partner
		
	By:	 	 *

	Name:	 	Chinh E. Chu
	Title:	 	Authorized Person
	
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
		
	By:	 	Blackstone Communications Management Associates I L.L.C., its General Partner
		
	By:	 	 *

	Name:	 	Chinh E. Chu
	Title:	 	Authorized Person
	
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
		
	By:	 	Blackstone Communications Management Associates I L.L.C., its General Partner
		
	By:	 	 *

	Name:	 	Chinh E. Chu
	Title:	 	Authorized Person


  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

			
	  

		 	Chinh E. Chu


 [Amendment No. 2 Signature Page] 







 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

									
	GS CAPITAL PARTNERS 2000, L.P.	 		 	GS CAPITAL PARTNERS V FUND, L.P.
					
	By:	 	GS Advisors 2000, L.L.C.,	 		 	By:	 	GSCP V Advisors, L.L.C.
		 	its General Partner	 		 		 	its General Partner
					
	By:	 	 *
	 		 	By:	 	 *

	Name:	 	Sanjeev Mehra	 		 	Name:	 	Sanjeev Mehra
	Title:	 	Vice President	 		 	Title:	 	Managing Director
			
	GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.	 		 	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
					
	By:	 	GS Employee Funds 2000 GP, L.L.C.	 		 	By:	 	GSCP V Offshore Advisors, L.L.C.
		 	its General Partner	 		 		 	its General Partner
					
	By:	 	 *
	 		 	By:	 	 *

	Name:	 	Sanjeev Mehra	 		 	Name:	 	Sanjeev Mehra
	Title:	 	Vice President	 		 	Title:	 	Managing Director
			
	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.	 		 	GS CAPITAL PARTNERS V GMBH & CO. KG
					
	By:	 	GS Advisors 2000, L.L.C.	 		 	By:	 	GS Advisors V L.L.C.
		 	its General Partner	 		 		 	its Managing Limited Partner
					
	By:	 	 *
	 		 	By:	 	 *

	Name:	 	Sanjeev Mehra	 		 	Name:	 	Sanjeev Mehra
	Title:	 	Vice President	 		 	Title:	 	Managing Director
			
	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.	 		 	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
					
	By:	 	GS Employee Funds 2000 GP, L.L.C.	 		 	By:	 	GS Advisors V, L.L.C.
		 	its General Partner	 		 		 	its General Partner
					
	By:	 	 *
	 		 	By:	 	 *

	Name:	 	Sanjeev Mehra	 		 	Name:	 	Sanjeev Mehra
	Title:	 	Vice President	 		 	Title:	 	Managing Director
				
	GS PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG	 		 		 	
					
	By:	 	Goldman, Sachs Management GP GmbH	 		 		 	
		 	its General Partner	 		 		 	
					
	By:	 	 *
	 		 		 	
	Name:	 	Sanjeev Mehra	 		 		 	
	Title:	 	Attorney-in-Fact	 		 		 	

  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

									
		 		 		 	  

		 		 		 		 	Sanjeev Mehra

 [Amendment No. 2 Signature Page] 







 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

			
	KKR MILLENNIUM FUND L.P.
		
	By:	 	KKR Associates Millennium L.P., its general partner
	By:	 	KKR Millennium GP LLC, its general partner
		
	By:	 	 *

	Name:	 	James H. Greene, Jr.
	Title:	 	Member
	
	KKR PARTNERS III, L.P.
		
	By:	 	KKR GP III LLC, its general partner
		
	By:	 	 *

	Name:	 	James H. Greene, Jr.
	Title:	 	Member


  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

			
	  

		 	James H. Greene, Jr.


 [Amendment No. 2 Signature Page] 







 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

			
	PROVIDENCE EQUITY PARTNERS V LP
		
	By:	 	Providence Equity GP V LP, its general partner
	By:	 	Providence Equity Partners V L.L.C., its general partner
		
	By:	 	 *

	Name:	 	Julie G. Richardson
	Title:	 	Managing Director
	
	PROVIDENCE EQUITY PARTNERS V-A LP
		
	By:	 	Providence Equity GP V LP, its general partner
	By:	 	Providence Equity Partners V L.L.C., its general partner
		
	By:	 	 *

	Name:	 	Julie G. Richardson
	Title:	 	Managing Director


  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

			
	  

		 	Julie G. Richardson


 [Amendment No. 2 Signature Page] 







 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

			
	SILVER LAKE PARTNERS II, L.P.
		
	By:	 	Silver Lake Technology Associates II, L.L.C., its general partner
		
	By:	 	 *

	Name:	 	Glenn H. Hutchins
	Title:	 	Managing Director
	
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
		
	By:	 	Silver Lake Technology Associates II, L.L.C., its general partner
		
	By:	 	 *

	Name:	 	Glenn H. Hutchins
	Title:	 	Managing Director


  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

			
	  

		 	Glenn H. Hutchins


 [Amendment No. 2 Signature Page] 







 IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment No. 2 (or caused this
Amendment No. 2 to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

			
	TPG PARTNERS IV, L.P.
		
	By:	 	TPG GenPar IV, L.P., its general partner
	By:	 	TPG Advisors IV, Inc., its general partner
		
	By:	 	 *

	Name:	 	Clive Bode
	Title:	 	Vice President
	
	T3 PARTNERS II, L.P.
		
	By:	 	T3 GenPar II, L.P., its general partner
	By:	 	T3 Advisors II, Inc., its general partner
		
	By:	 	 *

	Name:	 	Clive Bode
	Title:	 	Vice President
	
	T3 PARALLEL II, L.P.
		
	By:	 	T3 GenPar II, L.P., its general partner
	By:	 	T3 Advisors II, Inc., its general partner
		
	By:	 	 *

	Name:	 	Clive Bode
	Title:	 	Vice President
	
	TPG SOLAR III LLC
		
	By:	 	TPG Partners III, L.P., its managing member
	By:	 	TPG GenPar III, L.P., its general partner
	By:	 	TPG Advisors III, Inc., its general partner
		
	By:	 	 *

	Name:	 	Clive Bode
	Title:	 	Vice President
	
	TPG SOLAR CO-INVEST LLC
		
	By:	 	TPG GenPar IV, L.P., its managing member
	By:	 	TPG Advisors IV, Inc., its general partner
		
	By:	 	 *

	Name:	 	Clive Bode
	Title:	 	Vice President


  

	*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page: 

  

			
	  

		 	Clive Bode


 [Amendment No. 2 Signature Page]