FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENT

Exhibit 2.2

FIRST AMENDMENT TO

THE RESTRUCTURING AGREEMENT

THIS FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENT (“First Amendment”) is made this 20th day of January 2004, and amends the Restructuring Agreement dated as of December 10, 2003 (“Restructuring Agreement”) by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, and Global Cash Access, L.L.C., a Delaware limited liability company.

1. Section 7.1(e) of the Restructuring Agreement is hereby amended to replace each reference therein to the date “February 15, 2004” with the date “March 10, 2004”.

IN WITNESS WHEREOF, this First Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

FDFS HOLDINGS, LLC						FIRST DATA CORPORATION
By:		/s/    XXXXXXXX X. XXXXXXX				By:		/s/    XXXXXXXX X. XXXXXXX
Name:		Xxxxxxxx X. Xxxxxxx				Name:		Xxxxxxxx X. Xxxxxxx
Title:		CFO				Title:		CFO

M&C INTERNATIONAL						GLOBAL CASH ACCESS, L.L.C.
By:		/s/    XXXXX XXXXXXXXX				By:		/s/    XXXX XXXXXXX
Name:		Xxxxx Xxxxxxxxx				Name:		Xxxx Xxxxxxx
Title:		President				Title:		CEO

XXXXX XXXXXXXXX						XXXXXX XXXXXXXXX
/s/    XXXXX XXXXXXXXX						/s/    XXXXXX XXXXXXXXX
Xxxxx Xxxxxxxxx						Xxxxxx Xxxxxxxxx