Exhibit 4.23

(MulticurrencyCross Border)

ISDA®  International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of December 21, 2001

BANK
OF AMERICA,
N.A.                                      and  
          , INC. AND            , INC.

have
entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and
the
documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

Accordingly,
the parties agree as follows:

1.    Interpretation

(a)Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the
purpose of this Master Agreement.

(b)Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this
Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.

(c)Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all
Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

2.    Obligations

(a)General Conditions.



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(b)Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other
party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to
such change.

(c)Netting. If on any date amounts would otherwise be payable:-



by
each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The
parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of
such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph
(ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease
to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d)Deduction or Withholding for Tax.



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(e)Default Interest; Other Amounts.Prior to the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the
occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it
will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:

(a)Basic Representations.



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(b)Absence of Certain Events.No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with
respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support
Document to which it is a party.

(c)Absence of Litigation.There is not pending or, to its knowledge, threatened against it or any of its Affiliates any
action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)Accuracy of Specified Information.All applicable information that is furnished in writing by or on behalf of it to the
other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)Payer Tax Representation.Each representation specified in the Schedule as being made by it for the purpose of this
Section 3(e) is accurate and true.

(f)Payee Tax Representations.Each representation specified in the Schedule as being made by it for the purpose of this
Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which
it is a party:-

(a)Furnish Specified Information.It will deliver to the other party or, in certain cases under subparagraph
(iii) below, to such government or taxing authority as the other party reasonably directs:-



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in
each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b)Maintain Authorisations.It will use all reasonable efforts to maintain in full force and effect all consents of any
governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)Comply with Laws.It will comply in all material respects with all applicable laws and orders to which it may be subject
if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)Tax Agreement.It will give notice of any failure of a representation made by it under Section 3(f) to be accurate
and true promptly upon learning of such failure.

(e)PaymentofStamp Tax.Subject to Section 11, it will pay any Stamp
Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have
its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5.    Events of Default and Termination Events

(a)Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of
such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:-



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(b)Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of
such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to
(iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:-



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(c)Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of
Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6.    Early Termination

(a)Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the
"Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early
Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to
such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of
the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
analogous thereto, (8).

(b)Right to Terminate Following Termination Event.



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(c)Effect of Designation.



(d)Calculations.



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(e)Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the
parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a
payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any Set-off.



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7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the other party, except that:-

(a)  a
party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its
assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b)  a
party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any
purported transfer that is not in compliance with this Section will be void.

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8.    Contractual Currency

(a)Payment in the Contractual Currency.Each payment under this Agreement will be made in the relevant currency
specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is
owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in
respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If
for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund
promptly the amount of such excess.

(b)Judgments.To the extent permitted by applicable law, if any judgment or order expressed in a currency other
than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in
respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery,
after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any
shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency
received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual
Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in
good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such
party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c)Separate Indemnities.To the extent permitted by applicable law, these indemnities constitute separate and
independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d)Evidence of Loss.For the purpose of this Section 8, it will be sufficient for a party to demonstrate
that it would have suffered a loss had an actual exchange or purchase been made.

9.    Miscellaneous

(a)Entire Agreement.This Agreement constitutes the entire agreement and understanding of the parties with
respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b)Amendments.No amendment, modification or waiver in respect of this Agreement will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

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(c)Survival of Obligations.Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the
parties under this Agreement will survive the termination of any Transaction.

(d)Remedies Cumulative.Except as provided in this Agreement, the rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e)Counterparts and Confirmations.



(f)No Waiver of Rights.A failure or delay in exercising any right, power or privilege in respect of this
Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or privilege.

(g)Headings.The headings used in this Agreement are for convenience of reference only and are not to affect
the construction of or to be taken into consideration in interpreting this Agreement.

10.  Offices; Multibranch Parties

(a)  If
Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had
entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b)  Neither
party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the
other party.

(c)  If
a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any
Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11.  Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses,
including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting
Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

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12.  Notices

(a)Effectiveness.Any notice or other communication in respect of this Agreement may be given in any manner set
forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:



unless
the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after
the
close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b)Change of Addresses.Either party may by notice to the other change the address, telex or facsimile number
or electronic messaging system details at which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)Governing Law.This Agreement will be governed by and construed in accordance with the law specified in the
Schedule.

(b)Jurisdiction.With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"),
each party irrevocably:



Nothing
in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as
defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c)Service of Process.Each party irrevocably appoints the Process Agent (if any) specified opposite its name
in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent is unable to act as such, such party will

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promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner
provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d)Waiver of Immunities.Each party irrevocably waives, to the fullest extent permitted by applicable law, with
respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or
after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14.  Definitions

As used in this Agreement:-

"Additional Termination Event"has the meaning specified in Section 5(b).

"Affected Party"has the meaning specified in Section 5(b).

"Affected Transactions"means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon
Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

"Affiliate"means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any
entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership
of a majority of the voting power of the entity or person.

"Applicable Rate"means:-

(a)  in
respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)  in
respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable, the Default Rate;

(c)  in
respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)  in
all other cases, the Termination Rate.

"Burdened Party"has the meaning specified in Section 5(b).

"Change in Tax Law"means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

"consent"includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange
control consent.

"Credit Event Upon Merger"has the meaning specified in Section 5(b).

"Credit Support Document"means any agreement or instrument that is specified as such in this Agreement.

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"Credit Support Provider"has the meaning specified in the Schedule.

"Default Rate"means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified
by it) if it were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party"has the meaning specified in Section 6(a).

"Early Termination Date"means the date determined in accordance with Section 6(a) or 6(b)(iv).

"Event of Default"has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

"Illegality"has the meaning specified in Section 5(b).

"Indemnifiable Tax"means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a
present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including,
without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in
a trade or business in such jurisdiction, or having or having bad a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such
recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

"law"includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental
revenue authority) and"lawful"and"unlawful"will be construed accordingly.

"Local Business Day"means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place
where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication,
including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b),
in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified
Transaction.

"Loss"means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination
Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this
Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss
includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early
Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more
leading dealers in the relevant markets.

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"Market Quotation"means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined
on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as
a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether
the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such
Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid
Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to
such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its
quotation to the extent reasonably practicable as of the same day and time without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date.
The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so
obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the
highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose,
if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate"means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

"Non-defaulting Party"has the meaning specified in Section 6(a).

"Office"means a branch or office of a party, which may be such party's head or home office.

"Potential Event of Default"means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of
Default.

"Reference Market-makers"means four leading dealers in the relevant market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable, from among such dealers having an office in the same city.

"Relevant Jurisdiction"means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised,
managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes
this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Scheduled Payment Date"meansa date on which a payment or delivery is to be made under
Section 2(a)(i) with respect to a Transaction.

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"Set-off"means set-off, offset, combination of accounts, right of retention or withholding or similar right or
requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount"means, with respect to a party and any Early Termination Date, the sum of:-

(a)  the
Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which
a Market Quotation is determined; and

(b)  such
party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for
which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

"Specified Entity"has the meaning specified in the Schedule.

"Specified Indebtedness"means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal
or surety or otherwise) in respect of borrowed money.

"Specified Transaction"means,subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax"means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and
additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event"has the meaning specified in Section 5(b).

"Tax Event Upon Merger"has the meaning specified in Section 5(b).

"Terminated Transactions"means with respect to any Early Termination Date (a) if resulting from a Termination Event, all affected
Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination
Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

"Termination Currency"has the meaning specified in the Schedule.

"Termination Currency Equivalent"means, in respect of any amount denominated in the Termination Currency, such Termination Currency
amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the
relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the

18

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relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign
exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The
foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

"Termination Event"means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon
Merger or an Additional Termination Event.

"Termination Rate"means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each
party (as certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts"owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all
Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such
Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which
was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with
(to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid
or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN
WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

|BANK OF AMERICA, N.A. |  | , INC.
|--------------------- |  | ------
|By:                   |  |       
|                      |  |       
|Name:                 |  |       
|                      |  |       
|Title:                |  |       
|                      |  |       
|Date:                 |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       
|                      |  |       

19

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(MulticurrencyCross Border)

ISDA®  International Swap Dealers Association, Inc.SCHEDULE  to the  Master Agreement

dated as of December 21, 2001

|between |  | BANK OF AMERICA, N.A. |  | and |  | , INC., and            , INC.                                            
|------- |  | --------------------- |  | --- |  | -------------------------------------------------------------------------
|        |  | ("Party A")           |  |     |  | (each individually, a "Party B Group Member, and collectively, "Party B")

PART 1:Termination Provisions

| |  | Section 5(a)(v) (Default under Specified Transaction), |  | none;    
| |  | ------------------------------------------------------ |  | ---------
| |  | Section 5(a)(vi) (Cross Default),                      |  | none;    
| |  | Section 5(a)(vii) (Bankruptcy),                        |  | none; and
| |  | Section 5(b)(iv) (Credit Event Upon Merger),           |  | none;    
| |  | in relation to Party B for the purpose of:-            |  |          
| |  | Section 5(a)(v) (Default under Specified Transaction)  |  | none;    
| |  | Section 5(a)(vi) (Cross Default),                      |  | none;    
| |  | Section 5(a)(vii) (Bankruptcy),                        |  | none; and
| |  | Section 5(b)(iv) (Credit Event Upon Merger),           |  | none.    



20

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PART 2: Tax Representations





21

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PART 3: Agreement to Deliver Documents

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents:

| |  | Party A and Party B |  | Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. |  | Upon request
| |  | ------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ------------

|Party Required to Deliver Document |  | Form/Document/Certificate                                                                                                                                                          |  | Date By Which to be Delivered                                                                |  | Covered by Section 3(d) Representation
|---------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------
|Party B                            |  | Financial Statements of Party B and Credit Support Providers as defined and described in the Credit Agreement                                                                      |  | Within the time specified in the Credit Agreement                                            |  | Yes                                   
|Party B                            |  | Credit Support Document(s)                                                                                                                                                         |  | Upon execution and delivery of this Agreement                                                |  | No                                    
|Party A and Party B                |  | Certified copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and any Credit Support Document |  | Upon execution and delivery of this Agreement                                                |  | Yes                                   
|Party A and Party B                |  | Certificate of authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations                                             |  | Upon execution and delivery of this Agreement and thereafter upon request of the other party |  | Yes                                   

PART 4: Miscellaneous



22

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| |  | Address:   |  | Bank of America, N.A.
500-C Newport Center Drive
Newport Beach, California 92660-7010
| |  | ---------- |  | -------------------------------------------------------------------------------------
| |  | Attention: |  | Banc of America Leasing & Capital, Mailcode CA9-524-01-03                            











23

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24

---



PART 5: Other Provisions





25

---







26

---





27

---



28

---



Accepted and agreed:

|BANK OF AMERICA, N.A. |  | , INC.            
|--------------------- |  | ------------------
|By:                   |  |                   
|                      |  |                   
|                      |  | Name:
Title:
Date:
|                      |  |                   
|                      |  |                   
|                      |  |                   
|                      |  |                   

29

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Schedule to Form of ISDA (International Swap Dealers Association)  Master Agreement dated December 21, 2001, between Bank of America, N.A.  And Laars, Inc, Jandy Industries, Inc. and Water Pik,
 Inc.(Schedule to Exhibit 4.23 to Form 10K filed 3/21/02)

There
are two ISDA Agreements entered into on substantially the form shown above. The agreements are entered into between the following parties on the following dates:

30

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233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3603

Bank of America N.A.

|TO:   |  | Water Pik Inc.
23 Corporate Plaza, Ste 246
Newport Beach, CA 92660                                        
|----- |  | ----------------------------------------------------------------------------------------------------------
|ATTN: |  | Vic Streufert                                                                                             
|TEL:  |  | 559-432-7246                                                                                              
|FAX:  |  | 559-432-9381                                                                                              
|FROM: |  | Bank of America, N.A.
233 South Wacker DriveSuite 2800
Chicago, Illinois 60606
Scott Marler / Eric Borden
|Date: |  | 02JAN02                                                                                                   

Our
Reference No. 239583

Internal
Tracking No. 3414092

The
purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Water Pik Inc. and Bank of America, N.A. (each a "party" and
together "the parties" on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in
paragraph 1 below (the "Agreement").

The
definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are
incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

In
this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Water Pik, Inc.

31

---

| |  | National Amount:                              |  | USD 6,835,500.00                                                                                                                                                                 
| |  | --------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Trade Date:                                   |  | 31DEC01                                                                                                                                                                          
| |  | Effective Date:                               |  | 01JAN02                                                                                                                                                                          
| |  | Termination Date:                             |  | 01JAN07, subject to adjustment in accordance with the Modified Following Business Day Convention                                                                                 
| |  | Amortization:                                 |  | APPLICABLE (See Schedule A attached hereto)                                                                                                                                      
| |  | Fixed Amounts:                                |  |                                                                                                                                                                                  
| |  | Fixed Rate Payer:                             |  | Party B                                                                                                                                                                          
| |  | Fixed Rate Payer Payment Dates:               |  | The 1st of each January, April, July and October, commencing 01APR02 and ending 01JAN07, subject to adjustment in accordance with the Modified Following Business Day Convention.
| |  | Fixed Rate:                                   |  | 4.48000%                                                                                                                                                                         
| |  | Fixed Rate Day Count Fraction:                |  | Actual/360                                                                                                                                                                       
| |  | Floating Amounts:                             |  |                                                                                                                                                                                  
| |  | Floating Rate Payer:                          |  | Party A                                                                                                                                                                          
| |  | Floating Rate Payer Payment Dates:            |  | The 1st of each January, April, July and October, commencing 01APR02 and ending 01JAN07, subject to adjustment in accordance with the Modified Following Business Day Convention.
| |  | Floating Rate for initial Calculation Period: |  | 1.88125%                                                                                                                                                                         
| |  | Floating Rate Option:                         |  | USD-LIBOR-BBA                                                                                                                                                                    
| |  | Averaging:                                    |  | Inapplicable                                                                                                                                                                     
| |  | Designated Maturity:                          |  | 3 Month                                                                                                                                                                          
| |  | Spread:                                       |  | None                                                                                                                                                                             
| |  | Floating Rate Day Count Fraction:             |  | Actual/360                                                                                                                                                                       
| |  | Reset Dates:                                  |  | The first day of each Calculation Period                                                                                                                                         
| |  | Compounding:                                  |  | Inapplicable                                                                                                                                                                     
| |  | Business Days:                                |  | New York London                                                                                                                                                                  
| |  | Calculation Agent:                            |  | Party A                                                                                                                                                                          



32

---



| |  |       |  | USD                        
| |  | ----- |  | ---------------------------
| |  | NAME: |  | BANK OF AMERICA NA         
| |  | CITY: |  | NEW YORK                   
| |  | ABA#  |  | (intentionally deleted)    
| |  | ATTN: |  | BOFAUS3N                   
| |  | NAME: |  | BANK OF AMERICA NA         
| |  | CITY: |  | CHARLOTTE                  
| |  | ACCT: |  | (intentionally deleted)    
| |  | ATTN: |  | RATE DERIVATIVE SETTLEMENTS
| |  | ATTN: |  | BOFAUS6SGDS                



| |  |  |  | USD
| |  |  |  | ---



Credit
Support Document: As per Agreement (and Credit Support Annex if applicable).

Please
confirm that the foregoing correctly sets forth the terms and conditions of our agreement by responding within three (3) Business Days by returning via telecopier an
executed copy of this Confirmation to the attention of Global Derivative Operations at (fax no. (312) 234-3603).

Failure
to respond within such period shall not affect the validity or enforceabliity of this Transaction, and shall be deemed to be an affirmation of the terms and conditions contained
herein, absent manifest error.

Yours
Sincerely,

Bank
of America, N.A.

| |  | /s/DAVE WALKERDave Walker
Senior Vice President |  | 
| |  | ----------------------------------------------- |  | 

Authorized
Signatory

Accepted
and confirmed as of the date first written:

Water
Pik, Inc.

|By:    |  | /s/VICTOR C. STREUFERT |  | 
|------ |  | ---------------------- |  | 
|Name:  |  | Victor C. Streufert    |  | 
|Title: |  | Vice President         |  | 

Our
Reference #239583

33

---

SCHEDULE A TO CONFIRMATION  AMORTIZATION SCHEDULE

CALCULATION PERIOD

NOTIONAL AMOUNT01JAN02

02APR02

6,835,500.0002APR02

01JUL02

6,493,725.0001JUL02

01OCT02

6,151,950.0001OCT02

02JAN03

5,810,175.0002JAN03

01APR03

5,468,400.0001APR03

01JUL03

5,126,625.0001JUL03

01OCT03

4,784,850.0001OCT03

02JAN04

4,443,075.0002JAN04

01APR04

4,101,300.0001APR04

01JUL04

3,759,525.0001JUL04

01OCT04

3,417,750.0001OCT04

04JAN05

3,075,975.0004JAN05

01APR05

2,734,200.0001APR05

01JUL05

2,392,425.0001JUL05

03OCT05

2,050,650.0003OCT05

03JAN06

1,708,875.0003JAN06

03APR06

1,367,100.0003APR06

03JUL06

1,025,325.0003JUL06

02OCT06

683,550.0002OCT06

01JAN07

341,775.00


34

---

233
South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3603

Bank of America N.A.

|TO:   |  | Laars, Inc.
23 Corporate Plaza, Ste 246
Newport Beach, CA 92660                                           
|----- |  | ----------------------------------------------------------------------------------------------------------
|ATTN: |  | Vic Streufert                                                                                             
|TEL:  |  | 949-719-3700                                                                                              
|FAX:  |  | 949-719-6472                                                                                              
|FROM: |  | Bank of America, N.A.
233 South Wacker DriveSuite 2800
Chicago, Illinois 60606
Scott Marler / Eric Borden
|Date: |  | 02JAN02                                                                                                   

Our
Reference No. 239629

Internal
Tracking No. 341401

The
purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Laars, Inc. and Bank of America, N.A. (each a "party" and
together "the parties" on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in
paragraph 1 below (the "Agreement").

The
definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are
incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

In
this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Laars, Inc.

35

---

| |  | National Amount:                              |  | USD 3,454,500.00                                                                                                                                                                 
| |  | --------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Trade Date:                                   |  | 31DEC01                                                                                                                                                                          
| |  | Effective Date:                               |  | 01JAN02                                                                                                                                                                          
| |  | Termination Date:                             |  | 01JAN07, subject to adjustment in accordance with the Modified Following Business Day Convention                                                                                 
| |  | Amortization:                                 |  | APPLICABLE (See Schedule A attached hereto)                                                                                                                                      
| |  | Fixed Amounts:                                |  |                                                                                                                                                                                  
| |  | Fixed Rate Payer:                             |  | Party B                                                                                                                                                                          
| |  | Fixed Rate Payer Payment Dates:               |  | The 1st of each January, April, July and October, commencing 01APR02 and ending 01JAN07, subject to adjustment in accordance with the Modified Following Business Day Convention.
| |  | Fixed Rate:                                   |  | 4.48000%                                                                                                                                                                         
| |  | Fixed Rate Day Count Fraction:                |  | Actual/360                                                                                                                                                                       
| |  | Floating Amounts:                             |  |                                                                                                                                                                                  
| |  | Floating Rate Payer:                          |  | Party A                                                                                                                                                                          
| |  | Floating Rate Payer Payment Dates:            |  | The 1st of each January, April, July and October, commencing 01APR02 and ending 01JAN07, subject to adjustment in accordance with the Modified Following Business Day Convention.
| |  | Floating Rate for initial Calculation Period: |  | 1.88125%                                                                                                                                                                         
| |  | Floating Rate Option:                         |  | USD-LIBOR-BBA                                                                                                                                                                    
| |  | Averaging:                                    |  | Inapplicable                                                                                                                                                                     
| |  | Designated Maturity:                          |  | 3 Month                                                                                                                                                                          
| |  | Spread:                                       |  | None                                                                                                                                                                             
| |  | Floating Rate Day Count Fraction:             |  | Actual/360                                                                                                                                                                       
| |  | Reset Dates:                                  |  | The first day of each Calculation Period                                                                                                                                         
| |  | Compounding:                                  |  | Inapplicable                                                                                                                                                                     
| |  | Business Days:                                |  | New York London                                                                                                                                                                  
| |  | Calculation Agent:                            |  | Party A                                                                                                                                                                          



36

---



| |  |       |  | USD                        
| |  | ----- |  | ---------------------------
| |  | NAME: |  | BANK OF AMERICA NA         
| |  | CITY: |  | NEW YORK                   
| |  | ABA#  |  | (intentionally deleted)    
| |  | ATTN: |  | BOFAUS3N                   
| |  | NAME: |  | BANK OF AMERICA NA         
| |  | CITY: |  | CHARLOTTE                  
| |  | ACCT: |  | (intentionally deleted)    
| |  | ATTN: |  | RATE DERIVATIVE SETTLEMENTS
| |  | ATTN: |  | BOFAUS6SGDS                



| |  |  |  | USD
| |  |  |  | ---



Credit
Support Document: As per Agreement (and Credit Support Annex if applicable).

Please
confirm that the foregoing correctly sets forth the terms and conditions of our agreement by responding within three (3) Business Days by returning via telecopier an
executed copy of this Confirmation to the attention of Global Derivative Operations at (fax no. (312) 234-3603).

Failure
to respond within such period shall not affect the validity or enforceabliity of this Transaction, and shall be deemed to be an affirmation of the terms and conditions contained
herein, absent manifest error.

Yours
Sincerely,

Bank
of America, N.A.

| |  | /s/DAVE WALKERDave Walker
Senior Vice President |  | 
| |  | ----------------------------------------------- |  | 

Authorized
Signatory

Accepted
and confirmed as of the date first written:

Laars, Inc.

|By:    |  | /s/VICTOR C. STREUFERT |  | 
|------ |  | ---------------------- |  | 
|Name:  |  | Victor C. Streufert    |  | 
|Title: |  | Vice President         |  | 

Our
Reference #239629

37

---

SCHEDULE A TO CONFIRMATION  AMORTIZATION SCHEDULE

CALCULATION PERIOD

NOTIONAL AMOUNT01JAN02

02APR02

3,454,500.0002APR02

01JUL02

3,281,755.0001JUL02

01OCT02

3,109,050.0001OCT02

02JAN03

2,936,325.0002JAN03

01APR03

2,763,600.0001APR03

01JUL03

2,590,875.0001JUL03

01OCT03

2,418,150.0001OCT03

02JAN04

2,245,425.0002JAN04

01APR04

2,072,700.0001APR04

01JUL04

1,899,975.0001JUL04

01OCT04

1,727,250.0001OCT04

04JAN05

1,554,525.0004JAN05

01APR05

1,381,800.0001APR05

01JUL05

1,209,075.0001JUL05

03OCT05

1,036,350.0003OCT05

03JAN06

863,625.0003JAN06

03APR06

690,900.0003APR06

03JUL06

518,175.0003JUL06

02OCT06

345,450.0002OCT06

01JAN07

172,725.00


38

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