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                                                                   EXHIBIT 10.32



                      WAIVER, CONSENT AND AMENDMENT NO. 1

                                                   Dated as of February 13, 1997

       WAIVER, CONSENT AND AMENDMENT NO. 1 (this "Amendment") among A I M
Management Group Inc., a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the "Lenders"), Citibank, N.A., as
administrative agent (the "Administrative Agent") for the Lenders, and the co-
agents listed on the signature pages of the Credit Agreement referred to below,
as co-agents (the "Co-Agents" and, together with the Administrative Agent, the
"Agents").

       PRELIMINARY STATEMENTS:

       (1)    The Borrower, the Lenders and the Agents have entered into a B
Share Credit Agreement dated as of June 26, 1996 (the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.

       (2)    The Borrower has entered into an Agreement and Plan of Merger
dated as of November 4, 1996 (as amended, supplemented or otherwise modified
from time to time, the "Merger Agreement") with INVESCO PLC, a company
organized under the laws of England ("INVESCO"), and INVESCO Group Services,
Inc., pursuant to which the Borrower will be merged (the "Merger") with a
newly-organized subsidiary ("Newco") of INVESCO.  Newco will be the surviving
corporation of the Merger.  Immediately following the Merger, the assets and
liabilities of the Borrower (including, without limitation, the rights and
obligations of the Borrower under the Credit Agreement) will be contributed
(the "Transfer") to a direct, newly-organized subsidiary of Newco to be known
as AIM Management Group Acquisition Corp. (which after consummation of the
Transfer will change its name to A I M Management Group Inc.)("New AIM").  The
rights and obligations of the Borrower under the Credit Agreement will be
transferred pursuant to a contribution and assumption agreement (the
"Contribution Agreement").  The Merger and the Transfer are collectively
referred to as the "Transaction".  The Borrower hereby requests that the
Required Lenders consent to the consummation of the Transaction and grant the
waivers and amendments under the Loan Documents needed to facilitate the
Transaction and as otherwise set forth below.

       (3)    The Required Lenders are, on the terms and conditions stated
below, willing to grant the requests of the Borrower and the Borrower and the
Required Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.
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       NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

       SECTION 1. Waiver and Consent.  Subject to the satisfaction of the
conditions precedent set forth in Section 4(a), the Required Lenders hereby
consent to the consummation of the Transaction and in furtherance thereof,
agree to the following:

                   (a)      Section 3.02(a) of the Credit Agreement, which
              provides for a mandatory prepayment as a result of certain Asset
              Sales and a subsequent permanent reduction of the Total
              Commitment pursuant to Section 2.04(b)(i) in an amount equal to
              any such prepayment, is waived to the extent the Transfer, as
              contemplated by the Transaction, constitutes an Asset Sale.

                   (b)      Section 5.02(a)(viii) of the Credit Agreement,
              which requires as a condition precedent to each Loan that certain
              Distribution Agreements shall not have been cancelled, is waived
              to the extent that the change of control resulting from the
              consummation of the Transaction will cause an automatic
              termination of such Distribution Agreements, provided that such
              Distribution Agreements are replaced by agreements that do not
              differ materially from such terminated Distribution Agreements on
              or before the effective date of the Merger.

                   (c)      Section 7.04 of the Credit Agreement, pursuant to
              which the Borrower covenanted not to merge with any Person, is
              waived to the extent required to permit the Merger and to
              otherwise consummate the Transaction.

                   (d)      Section 7.05(iv) of the Credit Agreement, pursuant
              to which the Borrower covenanted not to repurchase, redeem,
              defease or retire or otherwise acquire for value, prior to any
              scheduled repayment, sinking fund payment or maturity, any Pari
              Passu Debt, is waived to the extent required to permit the
              Borrower to tender for and redeem any Senior Notes tendered
              pursuant to the change of control tender provisions of the Senior
              Notes in connection with the Merger, without such payments being
              included in Restricted Payments.

                   (e)      Section 7.06 of the Credit Agreement, pursuant to
              which the Borrower covenanted not to sell or otherwise dispose of
              all or substantially all of its assets, is waived to the extent
              required to permit the Transfer and to otherwise consummate the
              Transaction.

                   (f)      Section 8.01(p) of the Credit Agreement, pursuant
              to which an Event of Default occurs if (i) during a period of two
              consecutive years, individuals who at the beginning of such
              period constituted the Board of Directors of the Borrower
              (together with any new directors whose election to such Board or
              whose nomination for election
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              by the shareholders of the Borrower was approved by a vote of at
              least 66-2/3% of the directors then still in office who were
              either directors at the beginning of such period or whose
              election or nomination for election was previously so approved)
              cease for any reason to constitute a majority of such Board of
              Directors then in office, or (ii) any "person" or "group" other
              than any member of a Key Shareholder Group shall at any time
              Beneficially Own a percentage of the outstanding shares of Voting
              Stock of the Borrower equal to or greater than 50% of the
              aggregate percentage of the outstanding shares of the Voting
              Stock of the Borrower Beneficially Owned by all Key Shareholder
              Groups, is waived to the extent required to permit the Merger and
              to otherwise consummate the Transaction.

                   (g)      Section 8.01(q) of the Credit Agreement, pursuant
              to which an Event of Default occurs if at any time the Key
              Shareholder Groups or any one or more of the members thereof
              shall cease to Beneficially Own in the aggregate at least 20% of
              the outstanding Voting Stock of the Borrower, is waived to the
              extent required to permit the Merger and to otherwise consummate
              the Transaction.

                   (h)      Section 8.01(r) of the Credit Agreement, pursuant
              to which an Event of Default occurs if any change in Beneficial
              Ownership of the outstanding shares of Voting Stock of the
              Borrower shall occur necessitating any consent of the
              shareholders or directors of any Investment Company and such
              consent is not obtained in a timely manner, or with respect to
              the Management Contracts, the consents relating to 90% thereof
              are not obtained with the statutory period necessary to prevent
              the termination thereof, is waived to the extent required to
              permit the Merger and to otherwise consummate the Transaction.

                   (i)      Section 13 of the B Share Collateral Agreement,
              which provides that the Borrower shall not, except pursuant to a
              Securitization Program, (i) sell, assign (by operation of law or
              otherwise) or otherwise dispose of, or grant any option with
              respect to, any of the Collateral or (ii) create or suffer to
              exist any Lien upon or with respect to any of the Collateral
              except the pledge, assignment and security interest created by
              the B Share Collateral Agreement, is waived to the extent
              required to permit the Transfer and to otherwise consummate the
              Transaction.

       SECTION 2. Amendments to Credit Agreement.  The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4(a), hereby amended as follows:

                   (a)      Section 1.01 and the definition of "Net Income" is
              amended by deleting the paragraph in its entirety and adding the
              following:
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                                       4

             "Net Income" means, with respect to any period, the net income of 
             the Borrower and its Subsidiaries for such period, all determined 
             in accordance with GAAP on a Consolidated basis, provided, that 
             there shall be excluded (a) all extraordinary gains or losses 
             (less all fees and expenses relating thereto), (b) any gain or 
             loss, net of taxes, realized upon the termination of any employee 
             pension benefit plan, (c) the income of any Person accrued prior to
             the date it becomes a Subsidiary or is merged into or consolidated
             with the Borrower and its Subsidiaries, (d) the income of any 
             Person (other than a Subsidiary) in which the Borrower and its 
             Subsidiaries has an ownership interest, except to the extent that 
             any such income has been actually received by the Borrower and its
             Subsidiaries in the form of dividends or similar distributions, (e)
             gains or losses (less all fees and expenses relating thereto) in 
             respect of dispositions of assets other than in the ordinary 
             course of business and (f) the net income of any Subsidiary to the
             extent that the declaration of dividends or similar distributions 
             by that Subsidiary of that income is not at the time permitted, 
             directly or indirectly, by operation of the terms of its charter 
             or any agreement, instrument, judgment, decree, order, statute,
             rule or governmental regulations applicable to that Subsidiary or 
             its shareholders.

                    (b)      Section 1.01 and the definition of "Permitted 
             Investments" is amended by deleting the phrase that begins with
             ", provided" in subsection (i) and ends with "at any time".

                    (c)      Section 3.01(c) is amended by substituting 
             "$3,000,000" for "$5,000,000".


                    (d)      Section 7.05(a)(2)(A) is amended by deleting 
             subsection (A), by changing December 31, 1995 to November 3,
             1993 in subsection (B) and by changing each reference in
             subsections (C), (D), (E) and (F) from "the Effective Date" to
             "November 3, 1993".

                    (e)      Section 7.20 is amended by deleting "(i)" in the 
             first line, by substituting "Section 7.20." for " clause
             7.20(i);" and by deleting clause (ii) in its entirety.

                    (f)      Section 8.01(f) is amended by substituting 
             "$5,000,000" for "1,000,000".

                    (g)      Section 8.01(h) is amended by substituting 
             "$5,000,000" for "$1,000,000".
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                                       5

       SECTION 3. Further Amendments Upon Consummation of Transaction.  When,
and only when, on or before March 3, 1997 the Transaction is consummated, and
subject to the satisfaction of the conditions precedent set forth in Section
4(b), the Credit Agreement is hereby further amended as follows:

                   (a)      The recital of the parties is amended by
              substituting "A I M Management Acquisition Corp. " for "A I M
              Management Group Inc.  ".

                   (b)      Section 7.03 is amended by deleting "and" at the
              end of subsection (j), deleting the period at the end of
              subsection (k) and substituting therefor "; and" and by adding to
              the end of Section 7.03 a new subsection (l), to read as follows:

                          (1)      the Borrower and AIM Advisors may become and
                     remain liable with respect to guaranties of the
                     indebtedness of INVESCO PLC under that certain Credit
                     Agreement dated as of February 13, 1997 (the "INVESCO
                     Credit Agreement") among INVESCO PLC, as borrower,
                     Citibank and NationsBank, N.A. ("NationsBank") as agents,
                     the lenders and co-agents parties thereto and NationsBank,
                     as funding agent; provided, however, that any such
                     guaranties by AIM Advisors shall contain no terms more
                     favorable to the beneficiaries thereof than those set
                     forth in the AIM Guaranties.

                   (c)    Section 8.01(p) is amended by deleting the paragraph 
              and by adding a new subsection (p) to read as follows:

                            (p)    (i) Any Person or two or more Persons acting
                     in concert shall have acquired beneficial ownership
                     (within the meaning of Rule 13d-3 of the Securities and
                     Exchange Commission under the Securities Exchange Act of
                     1934), directly or indirectly, of Voting Stock of INVESCO
                     PLC or the Borrower, as the case may be, (or other
                     securities convertible into such Voting Stock)
                     representing 20% or more of the combined voting power of
                     all Voting Stock of INVESCO PLC or the Borrower, as the
                     case may be; or (ii) during any period of up to 24
                     consecutive months, commencing after the date of this
                     Agreement, individuals who at the beginning of such 24-
                     month period were directors of INVESCO PLC or the
                     Borrower, as the case may be, shall cease for any reason
                     to constitute a majority of the board of directors of
                     INVESCO PLC or the Borrower, as the case may be (except,
                     in the cases of clauses (i) and (ii), in connection with
                     the Merger or pursuant to the Merger Agreement and the
                     Voting Agreement dated as of November 4, 1996 among
                     INVESCO PLC and the other parties named therein);

                   (d)    Section 8.01(q) is amended by deleting the paragraph 
              in its entirety.
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                                       6

                     (e)    Section 8.01(r) is amended by deleting the
              paragraph in  its  entirety.

                     (f)    Section 8.01(s) is amended by substituting "(q)"
              for "(s)", deleting the paragraph in its entirety and adding the
              following:

                          Any ERISA Event shall have occurred with respect to a
                     Plan, or any Loan Party or any ERISA Affiliate shall have
                     incurred or be reasonably expected to incur liability
                     under Section 4064 or 4069 of ERISA and the sum
                     (determined as of the date of occurrence of such ERISA
                     Event) of the Insufficiency of such Plan and the
                     Insufficiency of any and all other Plans with respect to
                     which an ERISA Event shall have occurred and then exist
                     (or the liability of the Loan Parties and the ERISA
                     Affiliates incurred or expected to be incurred with
                     respect to Section 4064 or 4069 of ERISA or related to
                     such ERISA Event) exceeds $10,000,000; or


                     (g)    Section 8.01(t) is amended by substituting "(r)"
              for "(t)".


                     (h)    Section 8.01(u) is amended by substituting "(s)"
              for "(u)", deleting the paragraph in its entirety and adding the
              following:

                          Any Loan Party or any ERISA Affiliate shall have been
                     notified by the sponsor of a Multiemployer Plan that it
                     has incurred Withdrawal Liability to such Multiemployer
                     Plan in an amount that, when aggregated with all other
                     amounts required to be paid to Multiemployer Plans by the
                     Loan Parties and the ERISA Affiliates as Withdrawal
                     Liability (determined as of the date of such
                     notification), exceeds $10,000,000 or requires payments
                     exceeding $2,500,000 per annum; or


                   (i)      Section 8.01(v) is amended by substituting "(t)"
              for "(v)", deleting the paragraph in its entirety and adding the
              following:

                          Any Loan Party or any ERISA Affiliate shall have been
                     notified by the sponsor of a Multiemployer Plan that such
                     Multiemployer Plan is in reorganization or is being
                     terminated, within the meaning of Title IV of ERISA, and
                     as a result of such reorganization or termination the
                     aggregate annual contributions of the Loan Parties and the
                     ERISA Affiliates to all Multiemployer Plans that are then
                     in reorganization or being terminated have been or will be
                     increased over the amounts contributed to such
                     Multiemployer Plans for the plan years of such
                     Multiemployer Plans immediately preceding
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                                       7

                     the plan year in which such reorganization or termination
                     occurs by an amount exceeding $10,000,000;


                     0)     Section 1.02 is amended by deleting the definitions
              of "ERISA Affiliate", "ERISA Event", "Multiemployer Plan",
              Multiple Employer Plan". "Single Employer Plan" and "Welfare Plan"
              and adding the following definitions:

                          "ERISA Affiliate" means any Person that for purposes
                     of Title IV of ERISA is a member of any Loan Party's
                     controlled group, or under common control with any Loan
                     Party, within the meaning of Section 414 (b) or (c) of the
                     Internal Revenue Code or, for purposes of Sections
                     412(c)(ii) and 412(u) of the Internal Revenue Code, under
                     Section 414(m) or (o) of the Internal Revenue Code.

                          "ERISA Event" means (a) (i) the occurrence of a
                     reportable event, within the meaning of Section 4043 of
                     ERISA, with respect to any Plan unless the 30-day notice
                     requirement with respect to such event has been waived by
                     the PBGC, or (ii) at the time when the requirements of
                     subsection (1) of Section 4043(b) of ERISA (without regard
                     to subsection (2) of such Section) are applicable to any
                     Loan Party or any ERISA Affiliate, an event described in
                     paragraph (9), (10), (11), (12) or (13) of Section 4043(c)
                     of ERISA is reasonably expected to occur with respect to a
                     Plan within the following 30 days; (b) the filing by any
                     Loan Party or any ERISA Affiliate of an application for a
                     minimum funding waiver with respect to a Plan; (c) the
                     provision by the administrator of any Plan of a notice of
                     intent to terminate a Plan pursuant to Section 4041(a)(2)
                     of ERISA (including any such notice with respect to a plan
                     amendment referred to in Section 4041(e) of ERISA); (d) the
                     cessation of operations at a facility of any Loan Party or
                     any ERISA Affiliate in the circumstances described in
                     Section 4062(e) of ERISA; (e) the withdrawal by any Loan
                     Party or any ERISA Affiliate from a Multiple Employer Plan
                     during a plan year for which it was a substantial employer,
                     as defined in Section 4001(a)(2) of ERISA; (f) the
                     conditions for the imposition of a lien under Section
                     302(f) of ERISA on the assets of any Loan Party or any
                     ERISA Affiliate shall have been met with respect to any
                     Plan; (g) the adoption of an amendment to a Plan requiring
                     any Loan Party or any ERISA Affiliate to provide security
                     to such Plan pursuant to Section 307 of ERISA; or (h) the
                     institution by the PBGC of proceedings to terminate a Plan
                     pursuant to Section 4042 of ERISA, or the occurrence of any
                     event or condition described in Section 4042 of ERISA that
                     constitutes grounds for the termination of, or the
                     appointment of a trustee to administer, a Plan; provided,
                     however, that the event or condition set forth in Section
                     4042(a)(4) of ERISA shall be an ERISA
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                                       8

                     Event only if the PBGC has notified any Loan Party or any
                     ERISA Affiliate that it has made a determination under
                     such section or that it is considering termination of a
                     Plan on such grounds.

                          "Multiemployer Plan" means a multiemployer plan, as
                     defined in Section 4001(a)(3) of ERISA, to which any Loan
                     Party or any ERISA Affiliate is making or accruing an
                     obligation to make contributions, or has within any of the
                     preceding five plan years made or accrued an obligation to
                     make contributions.

                          "Multiple Employer Plan" means a single employer
                     plan, as defined in Section 4001(a)(15) of ERISA, that is
                     maintained for current or former employees of any Loan
                     Party or any ERISA Affiliate and at least one Person other
                     than such Loan Party and the ERISA Affiliates.

                          "Single Employer Plan" means a single employer plan,
                     as defined in Section 4001(a)(15) of ERISA, that is
                     maintained for employees of any Loan Party or any ERISA
                     Affiliate and no Person other than any Loan Party and the
                     ERISA Affiliates.

                     (m)    Section 6.13 is amended by deleting the paragraph
              in its entirety and adding the following:

                     SECTION 6.13. Compliance with ERISA. (i) No ERISA Event
                     has occurred or is reasonably expected to occur with
                     respect to any Plan that has resulted in or is reasonably
                     expected to result in a Material Adverse Effect; (ii)
                     Schedule B (Actuarial Information) to the most recent
                     annual report (Form 5500 Series) required to be filed for
                     each Plan, copies of which have been filed with the
                     Internal Revenue Service and, with respect to each Plan
                     whose funded current liability percentage (as defined in
                     Section 302(d)(8) of ERISA) is less than 100%, furnished
                     to the Lenders, is complete and accurate and fairly
                     presents the funding status of such Plan, and since the
                     date of such Schedule B there has been no material adverse
                     change in such funding status; (iii) neither any Loan
                     Party nor any ERISA Affiliate has incurred or is
                     reasonably expected to incur (A) any liability under
                     Section 4064 or 4069 of ERISA or (B) any Withdrawal
                     Liability to any Multiemployer Plan that has resulted or
                     would be reasonably likely to result in a Material Adverse
                     Effect; (iv) neither any Loan Party nor any ERISA
                     Affiliate has been notified by the sponsor of a
                     Multiemployer Plan that such Multiemployer Plan is in
                     reorganization or has been terminated, within the meaning
                     of Title IV of ERISA, and, to the best knowledge of any
                     Loan Party or any ERISA Affiliate,
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                                       9

                     no such Multiemployer Plan is reasonably expected to be in
                     reorganization or to be terminated, within the meaning of
                     Title IV of ERISA.

                     (n)    Section 7.18(f) is amended by deleting the
              paragraph in its entirety and adding the following:

                            (f)    ERISA. (i)(A) promptly and in any event
                     within 10 days after any Loan Party or any ERISA Affiliate
                     knows or has reason to know that (1) any ERISA Event has
                     occurred which could result in a material liability of any
                     Loan Party or any ERISA Affiliate, or (2) any Loan Party
                     or any ERISA Affiliate has incurred or is reasonably
                     expected to incur liability under Section 4064 or 4069 of
                     ERISA, a statement of the chief financial officer of the
                     Borrower describing such ERISA Event and the circumstances
                     giving rise to, and the amount of such liability, and the
                     action, if any, that such Loan Party or such ERISA
                     Affiliate has taken and proposes to take with respect
                     thereto and (B) on the date any records, documents or
                     other information must be furnished to the PBGC with
                     respect to any Plan pursuant to Section 4010 of ERISA, a
                     copy of such records, documents and information; (ii)
                     promptly and in any event within two Business Days after
                     receipt thereof by any Loan Party or any ERISA Affiliate,
                     copies of each notice from the PBGC stating its intention
                     to terminate any Plan or to have a trustee appointed to
                     administer any Plan; (iii) promptly and in any event
                     within 30 days after the filing thereof with the Internal
                     Revenue Service, copies of each Schedule B (Actuarial
                     Information) to the annual report (Form 5500 Series)
                     required to be filed with respect to each Plan whose
                     funded current liability percentage (as defined in Section
                     302(d)(8) of ERISA) is less than 100%; (iv) promptly and
                     in any event within five Business Days after receipt
                     thereof by any Loan Party or any ERISA Affiliate from the
                     sponsor of a Multiemployer Plan, copies of each notice
                     concerning (A) the imposition on any Loan Party or any
                     ERISA Affiliate of Withdrawal Liability by any such
                     Multiemployer Plan, (B) the reorganization or termination,
                     within the meaning of Title IV of ERISA, of any such
                     Multiemployer Plan or (C) the amount of liability
                     incurred, or that may be incurred, by any Loan Party or
                     any ERISA Affiliate in connection with any event described
                     in clause (A) or (B);

       SECTION 4. Conditions of Effectiveness.  The effectiveness of this
Amendment is conditioned upon the accuracy of the factual matters described
herein.  This Amendment is subject to the provisions of Section 10.01 of the
Credit Agreement.

       (a)    Sections 1 and 2 of this Amendment shall become effective as of
the date first above written when, and only when, the Administrative Agent
shall have received
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                                       10

counterparts of this Amendment executed by the Borrower and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment and the
Administrative Agent shall have additionally received counterparts of all of
the following documents, each such document dated the date of receipt thereof
by the Administrative Agent (unless otherwise specified) and in sufficient
copies for each Lender, in form and substance satisfactory to the
Administrative Agent (unless otherwise specified):

       (1)  The Consent appended hereto (the "Consent"), executed by the
Guarantor.

       (2)  A certificate signed by a duly authorized officer of the Borrower
stating that:

               (i)  The representations and warranties contained in Section 5
are correct on and as of the date of such certificate as though made on and as
of such date; and

               (ii) No event has occurred and is continuing that constitutes a
Default.

       (b)    Section 3 of this Amendment shall become effective as of the date
of the consummation of the Merger when, and only when, in addition to the
satisfaction of the conditions set forth in subsection (a) above, the
Transaction is consummated and the Administrative Agent shall have additionally
received counterparts of all of the following documents, each such document
dated the date of receipt thereof by the Administrative Agent (unless otherwise
specified) and in sufficient copies for each Lender, in form and substance
satisfactory to the Administrative Agent (unless otherwise specified):

                     (1)    Certified copies of (i) the resolutions of the
              Board of Directors of (A) the Borrower approving the Merger and
              the matters contemplated hereby and thereby and (B) New AIM
              approving this Amendment, the Contribution Agreement and the
              matters contemplated hereby and thereby and (ii) all documents
              evidencing other necessary corporate action and governmental
              approvals, if any, with respect to this Amendment, the
              Contribution Agreement, the Merger, and the matters contemplated
              hereby and thereby.

                     (2)    A certificate of the Secretary or an Assistant
              Secretary of New AIM certifying the names and true signatures of
              the officers of New AIM authorized to sign the Assignment
              Agreement.
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                                       11

                     (3)    The Contribution Agreement, executed by Newco and
              New AIM.

                     (4)    A favorable opinion or opinions of Ballard Spahr
              Andrews & Ingersoll, counsel for the Borrower, to the effect that
              this Amendment has been duly executed and delivered by the
              Borrower and that the Loan Documents under which New AIM is
              assuming the Borrower's Obligations as amended hereby are the
              legal, valid and binding obligations of New AIM, enforceable in
              accordance with their respective terms.

                     (5)    A certificate signed by a duly authorized officer 
              of New AIM stating that:

                     The representations and warranties contained in Section 4
              of the Contribution Agreement are correct on and as of the date
              of such certificate as though made on and as of such date; and

                            (ii)   No event has occurred and is continuing that
                     constitutes a Default.


       SECTION 5. Representations and Warranties.  The Borrower represents and
warrants as follows:

       (a)    It is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction indicated in the recital of parties
to this Amendment.

       (b)    The execution, delivery and performance by it of this Amendment
and the Loan Documents, as amended hereby, to which it is or is to be a party,
and the consummation of the transactions contemplated hereby, are within its
corporate powers, have been duly authorized by all necessary corporate action
and do not (i) contravene its charter or by-laws, (ii) violate any Requirement
of Law (including Regulation X of the Board of Governors of the Federal Reserve
System), (iii) conflict with or result in the breach of, or constitute a
default under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting it, any of its
Subsidiaries or any of their properties or (iv) except for the Liens created
under the Collateral Documents, result in or require the creation or imposition
of any Lien upon or with respect to any of the properties of it or any of its
Subsidiaries.

       (c)    No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by it of
this Amendment or
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                                       12

any of the Loan Documents, as amended hereby, to which it is a party, except
for the filing of a Certificate of Merger with the Delaware Secretary of State
and the filing of any financing statement in connection with the Transaction
with the Texas Secretary of State.

       (d)    This Amendment has been duly executed and delivered by it.  This
Amendment and each of the other Loan Documents, as amended hereby, to which it
is a party are its legal, valid and binding obligations, enforceable against it
in accordance with their respective terms.

       (e)    There is no action, suit, investigation, litigation or proceeding
affecting it or any of its Subsidiaries (including, without limitation, any
Environmental Action) pending or threatened before any court, governmental
agency or arbitrator that (i) could have a Material Adverse Effect or (ii)
purports to affect the legality, validity or enforceability of this Amendment
or any of the other Loan Documents, as amended hereby, or the consummation of
any of the transactions contemplated hereby.

       (f)    There has been no material adverse change in the business,
condition (financial or otherwise), operations, performance, properties or
prospects of the Borrower and its Subsidiaries taken as a whole since December
31, 1995 or since September 30, 1996.

       SECTION 6.    Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

       (b)    The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.

       (c)    The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
<PAGE>   13
                                       13

       SECTION 7. Costs and Expenses.  The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery and administration, modification and
amendment of this Amendment (including, without limitation, the reasonable fees
and expenses of counsel for the Administrative Agent) in accordance with the
terms of Section 10.04 of the Credit Agreement.

       SECTION 8. Execution in Counterparts.  This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

       SECTION 9. Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
<PAGE>   14
                                       14

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                   BORROWER



                                   A I M MANAGEMENT GROUP INC.,
                                     as Borrower



                                   By     /s/ ROBERT H. GRAHAM      
                                          -------------------------------------
                                          Name: Robert H. Graham
                                          Title: President


                                   ADMINISTRATIVE AGENT AND LENDER


                                   CITIBANK, N.A.,
                                     as Administrative Agent and Lender


                                   By     /s/ DAVID D. DODGE        
                                          -------------------------------------
                                          Name: David D. Dodge
                                          Title: Managing Director
                                                 ATTORNEY-IN-FACT


                                   CO-AGENTS AND LENDERS


                                   THE BANK OF NEW YORK


                                   By     ILLEGIBLE                 
                                          -------------------------------------
                                          Name:
                                          Title: V.P.
<PAGE>   15
                                       15

                                   BANQUE NATIONALE DE PARIS


                                   By     /s/ WILLIAM SHAHEEN          
                                          -------------------------------------
                                          Name: William Shaheen
                                          Title: Vice President


                                   By     /s/ LAURENT VANDERZYPPE
                                          -------------------------------------
                                          Name: Laurent Vanderzyppe
                                          Title: Assistant Vice President



                                   THE CHASE MANHATTAN BANK


                                   By     /s/ ROGER A. PARKER     
                                          -------------------------------------
                                          Name: Roger A. Parker
                                          Title: Vice President



                                   CREDIT LYONNAIS, SAN FRANCISCO
                                   BRANCH


                                   By     /s/ EDWARD W. LEONG     
                                          -------------------------------------
                                          Name: EDWARD W. LEONG
                                          Title: VICE PRESIDENT & MANAGER



                                   DEUTSCHE BANK AG, NEW YORK
                                   BRANCH


                                   By     /s/ INDRA KISH    NICOLE HOLZAPFEL   
                                          -------------------------------------
                                          Name: Indra Kish  Nicole Holzapfel
                                          Title: Associate  Associate
<PAGE>   16
                                       16

                                   THE FIRST NATIONAL BANK OF BOSTON


                                   By     /s/ DEIRDRE HOLLAND COBERY
                                          -------------------------------------
                                          Name: Deirdra Holland Cobery
                                          Title: Vice President



                                   FLEET NATIONAL BANK


                                   By     /s/ ANSON T. HARRIS        
                                          -------------------------------------
                                          Name: Anson T. Harris
                                          Title: Assistant Vice President



                                   MELLON BANK, N.A.


                                   By     /s/ SUSAN M. WHITEWOOD    
                                          -------------------------------------
                                          Name: Susan M. Whitewood
                                          Title: Asst. Vice President



                                   NATIONSBANK, N.A. (SOUTH)


                                   By     /s/ BETTY E. REED         
                                          -------------------------------------
                                          Name: Betty E. Reed
                                          Title: Senior Vice President



                                   STATE STREET BANK AND TRUST
                                   COMPANY


                                   By     EDWARD A. SIEGEL
                                          -------------------------------------
                                          Name: Edward A. Siegel
                                          Title: Assistant Vice President
<PAGE>   17
                                       17

                                   UNION BANK OF CALIFORNIA, N.A.
                                   
                                   
                                   By     /s/    DAVID C. HANTS         
                                          -------------------------------------
                                          Name: DAVID C. HANTS
                                          Title: VICE-PRESIDENT
                                   
                                   
                                   
                                   LENDERS
                                   
                                   ABN AMRO BANK N.V., NEW YORK
                                   BRANCH
                                   
                                   
                                   By     /s/ STELLA MILANO            
                                          -------------------------------------
                                          Name: Stella Milano
                                          Title: Group Vice President
                                   
                                   
                                   By     /s/ VICTOR FENNON           
                                          -------------------------------------
                                          Name: VICTOR FENNON
                                          Title: VICE PRESIDENT
                                   
                                   
                                   
                                   SOCIETE GENERALE, NEW YORK
                                   BRANCH
                                   
                                   
                                   By     /s/ D.E. LITTLEFIELD      
                                          -------------------------------------
                                          Name: D.E. LITTLEFIELD
                                          Title: Vice President &
                                                 Manager