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EXHIBIT 10.23
CONSENT
Dated as of February 13, 1997
The undersigned, A I M Advisors, Inc., a Delaware corporation, as
Guarantor under the Guaranty dated June 26, 1996 (the "Guaranty") in favor of
the Lead Managing Agent for its benefit and the benefit of the Lenders parties
to the Credit Agreement referred to in the foregoing Amendment, hereby consents
to such Amendment and hereby confirms and agrees that notwithstanding the
effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference
in the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of
like import shall mean and be a reference to the Credit Agreement, as amended
by such Amendment.
A I M ADVISORS, INC.
By /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
