AMENDMENT TO MONITORING AGREEMENT DATED OCTOBER 1, 2002

Exhibit 10.16

AMENDMENT TO MONITORING AGREEMENT

DATED OCTOBER 1, 2002

        WHEREAS, BLACKSTONE MANAGEMENT PARTNERS L.P., a Delaware limited partnership (“BMP” and ▇▇▇▇▇▇ HOLDINGS, INC., a Delaware Corporation (“HHI”) and ▇▇▇▇▇▇ INTERNATIONAL, INC. A Delaware corporation (“Opco”) entered into a MONITORING AGREEMENT (this “Agreement”) dated as of October 1, 2002.

        NOW, THEREFORE, in consideration of the foregoing recital and conditions contained in this Amendment, the parties hereto agree as follows:

1.

Effective January 1, 2003, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) is serving as Chairman of the Board of HHI and Opco.

2.

HHI and Opco have agreed to pay to ▇▇▇▇▇▇ a monthly fee of $20,833.33 (the “Monthly Fee”) for such services and also to reimburse him for his reasonable out-of-pocket expenses (as defined in the Agreement).

3.

BMP, HHI and Opco agree that the amount of all Monthly Fees paid to ▇▇▇▇▇▇ by HHI and Opco during his tenure as Chairman will reduce the annual Monitoring Fee (as defined in the Agreement).

        IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as of the date first above written.

BLACKSTONE MANAGEMENT PARTNERS L.P. By:  Blackstone Management Partners L.L.C.,             Its General Partner By:  /s/ ▇▇▇▇▇ ▇. ▇▇▇ /s/  ▇▇▇▇▇ ▇. ▇▇▇ Name:  ▇▇▇▇▇ ▇. ▇▇▇ Title:  Senior Managing Director

▇▇▇▇▇▇ HOLDINGS, INC. By:  ▇▇▇▇▇▇ International, Inc. By:  /s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title:  Vice President-Finance, CFO ▇▇▇▇▇▇ INTERNATIONAL, INC. By:  /s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title:  Vice President-Finance, CFO