EXHIBIT 10
  
                    SMITH CORONA CORPORATION
  
                       THIRD AMENDMENT TO 
              DEBTOR-IN-POSSESSION CREDIT AGREEMENT
  
  
          This THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT 
  AGREEMENT (this "Amendment") is dated as of December 6, 1995
  and entered into by and among SMITH CORONA CORPORATION, a
  Delaware corporation, as debtor and debtor-in-possession (the
  "Borrower"), the several banks and other financial
  institutions from time to time parties thereto (the
  "Lenders") and CHEMICAL BANK, a New York banking corporation,
  as agent for the Lenders (in such capacity, the "Agent"),
  and, for purposes of Section 5 hereof, the Credit Support
  Parties (as hereinafter defined) named on the signature pages
  hereto, and is made with reference to that certain Debtor-In-
  Possession Credit Agreement dated as of July 10, 1995, as
  amended by that certain First Amendment to Debtor-in-
  Possession Credit Agreement dated as of July 24, 1995 and
  that certain Second Amendment to Debtor-in-Possession Credit
  Agreement dated as of August 15, 1995 (as so amended, the
  "Credit Agreement"), by and among the Borrower, the Lenders
  and the Agent.  Capitalized terms used herein without
  definition shall have the same meanings herein as set forth
  in the Credit Agreement.  
  
                            RECITALS
  
          WHEREAS, since the Borrower has determined to enter
  into negotiations with potential purchasers of the Borrower
  and to propose a plan of reorganization funded by such a
  purchaser, on an expedited basis, the terms of the Credit
  Agreement relating to the Business Plan and the Business Plan
  Event are no longer relevant, and accordingly the Borrower,
  Lenders and the Agent desire to amend the Credit Agreement as
  provided herein; 
  
          WHEREAS, the Borrower has requested the Agent and
  the Lenders to modify certain financial covenants in the
  Credit Agreement and, subject to the terms and conditions
  contained herein, the Agent and the Lenders are willing to
  agree to such modification; and
  
          WHEREAS, the Borrower has requested the Agent and
  Lenders to amend certain provisions of the Credit Agreement
  to permit SCC Singapore to enter into a credit facility with
  OCBC Bank for the purpose of financing certain retrenchment
  expenses of SCC Singapore;
  
          NOW, THEREFORE, in consideration of the premises and
  the agreements, provisions and covenants herein contained,
  the parties hereto agree as follows:
  
          Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT
  
          1.1  Amendments to Section 1: Definitions
  
          A.   Subsection 1.1 of the Credit Agreement is
  hereby amended by deleting the definition of Business Plan
  and Business Plan Event contained therein.
  
          B.   Subsection 1.1 of the Credit Agreement is
  hereby amended by inserting the following definitions in
  proper alphabetical order:
  
          "`Lenders' Election': the election by the Agent,
  with the consent, or at the request, of the Required Lenders,
  in their sole and exclusive discretion, to terminate this
  Agreement and demand that all Loans and all other amounts
  owed under this Agreement (including without limitation the
  L/C Obligations) be paid on the Termination Date." 
  
          "`OCBC Facility Letter' means that certain facility
  letter from OCBC Bank dated October 17, 1995, as supplemented
  by the facility letters dated October 27, 1995 and November
  6, 1995, respectively, attached as Annex A to the Third
  Amendment."
  
          "`Singapore Factory' means the factory property of
  SCC Singapore located at 7 Bedok South Road, Singapore
  469272."
  
          "`Third Amendment' means that certain Third
  Amendment to Debtor-in-Possession Credit Agreement dated as
  of December 6, 1995 by and among the Borrower, the Lenders
  and the Agent."
  
          C.   The definition of "Termination Date" contained
  in subsection 1.1 of the Credit Agreement is hereby amended
  and restated as follows:
  
          "`Termination Date': the earliest to occur of (i)
       June 30, 1996, (ii) the date the Lenders elect to
       terminate the Commitments pursuant to Section 7, (iii)
       the date of prepayment in full by the Borrower of the
       Loans and all other amounts owed under this Agreement
       (including without limitation the L/C Obligations) and
       termination of the Commitments in accordance with the
       provisions of subsection 2.5, (iv) the effective date of
       a plan of reorganization providing for the final payment
       in full in cash on the effective date thereof of all
       Loans and all other amounts owed under this Agreement
       (including without limitation the L/C Obligations) and
       (v) the sixtieth (60th) day following the date the Agent
       provides the Borrower with notice of the exercise of the
       Lenders' Election."
  
          Section 1.2   Amendments to Section 6: Negative
  Covenants
  
          A.   Subsection 6.1(a) of the Credit Agreement is
  hereby amended and restated in its entirety as follows:
  
               "(a)  Maximum Inventory.  Permit the aggregate
            amount of Inventory of the Borrower and its
            Subsidiaries, calculated on a consolidated basis in
            accordance with GAAP, as of the last day of any
            Fiscal Month set forth below to be greater than the
            corresponding amount set forth below:
  
          Fiscal Month                      Amount
  
          October 1995                      $51,000,000
          November 1995                      48,000,000
          December 1995                      46,000,000
          January 1996                       44,000,000
          February 1996                      42,000,000
          March 1996                         41,000,000
          April 1996                         40,000,000
          May 1996                           40,000,000
          June 1996                          40,000,000"
  
          B.   Subsection 6.1(b) of the Credit Agreement is
  hereby amended and restated in its entirety as follows:
  
               "(b) Maximum Cash Disbursements Permit the
            aggregate amount of Cash disbursements, measured on
            a consolidated basis for the Borrower and its
            Subsidiaries, for the cumulative periods set forth
            below to be greater than the corresponding amount
            indicated below:
  
               Period                          Amount
  
     October 1 through October 31, 1995         $13,100,000
     October 1 through November 30, 1995         24,000,000
     October 1 through December 31, 1995         37,800,000"
          
          C.   Subsection 6.2 of the Credit Agreement is
  hereby amended by (i)  deleting the word "and" from the end
  of clause (b) thereof, (ii) deleting the punctuation "." from
  the end of clause (c) thereof and substituting "; and"
  therefor, and (iii) adding the following clause (d) at the
  end of such subsection:
  
               "(d) SCC Singapore may become and remain liable
            with respect to Indebtedness in an aggregate
            principal amount not to exceed Singapore $14,000,000
            incurred in accordance with the terms and provisions
            of the OCBC Facility Letter; provided that all
            proceeds of such Indebtedness are used in accordance
            with the provisions of the OCBC Facility Letter."
  
          D.   Subsection 6.3 of the Credit Agreement is
  hereby amended by (i) deleting the word "and" from the end of
  clause (i) thereof, (ii) deleting the punctuation "." from
  the end of clause (y) thereof and substituting "; and"
  therefor, and (iii) adding the following clause (k) at the
  end of such subsection:
  
          "(k) Liens on the Singapore Factory to secure
       Indebtedness permitted under subsection 6.2(d)."
  
          E.   Subsection 6.6 of the Credit Agreement is
  hereby amended by (i) deleting the word "and" from the end of
  clause (d) thereof, (ii) deleting the punctuation "." from
  the end of clause (e) thereof and substituting "; and"
  therefor, and (iii) adding the following clause (f) at the
  end of such subsection:
  
          "(f) the sale of the Singapore Factory; provided
       that the proceeds of such sale are used first to repay
       Indebtedness permitted under subsection 6.2(d) and then
       to pay retrenchment costs of SCC Singapore and that the
       balance of such proceeds, if any, shall be the property
       of SCC Singapore and may be distributed to the Borrower
       to be applied in accordance with the provisions of the
       Credit Agreement."
  
          Section 2.    CONDITIONS TO EFFECTIVENESS
  
          Section 1 of this Amendment shall become effective
  only upon the satisfaction of all of the following conditions
  precedent (the date of satisfaction of such conditions being
  referred to herein as the "Third Amendment Effective Date"):
  
          A.   The Agent shall have received counterparts of
  this Amendment executed by the Borrower, each Lender and the
  Agent and written or telephonic notification of such
  execution and authorization of delivery thereof.
  
          B.   The Bankruptcy Court shall have approved the
  execution of this Amendment by the Borrower.
  
          C.   Any portion of the Prior Indebtedness for which
  the Borrower has been billed but which has not heretofore
  been paid shall have been paid.
  
          Section 3.    OTHER AGREEMENTS
  
          Without limiting the provisions of subsection 5.15
  or subsection 9.5 of the Credit Agreement, the Borrower
  hereby agrees to pay all Prior Indebtedness owed by the
  Borrower in respect of fees and expenses promptly upon
  receipt.
  
          Section 4.    REPRESENTATIONS AND WARRANTIES
  
          In order to induce the Lenders to enter into this
  Amendment and to amend the Credit Agreement in the manner
  provided herein, the Borrower represents and warrants to each
  Lender that the following statements are true, correct and
  complete:  
  
          A.   Corporate Power and Authority.  The Borrower
  has all requisite corporate power and authority to enter into
  this Amendment and to carry out the transactions contemplated
  by, and perform its obligations under, the Credit Agreement
  as amended by this Amendment (the "Amended Agreement").
  
          B.   Authorization of Agreements.  The execution and
  delivery of this Amendment and the performance of the Amended
  Agreement have been duly authorized by all necessary
  corporate action on the part of the Borrower.
  
          C.   No Conflict.  The execution and delivery by the
  Borrower of this Amendment and the performance by the
  Borrower of the Amended Agreement do not and will not
  (i) violate any provision of any law or any governmental rule
  or regulation applicable to the Borrower or any of its
  Subsidiaries, the Certificate or Articles of Incorporation or
  Bylaws of the Borrower or any of its Subsidiaries or any
  order, judgment or decree of any court or other agency of
  government binding on the Borrower or any of its
  Subsidiaries, (ii) conflict with, result in a breach of or
  constitute (with due notice or lapse of time or both) a
  default under any Contractual Obligation of the Borrower or
  any of its Subsidiaries, (iii) result in or require the
  creation or imposition of any Lien upon any of the properties
  or assets of the Borrower or any of its Subsidiaries (other
  than any Liens created under any of the Loan Documents in
  favor of the Agent on behalf of the Lenders), or (iv) require
  any approval of stockholders or any approval or consent of
  any Person under any Contractual Obligation of the Borrower
  or any of its Subsidiaries.  
  
          D.   Governmental Consents.  The execution and
  delivery by the Borrower of this Amendment and the
  performance by the Borrower of the Amended Agreement do not
  and will not require any registration with, consent or
  approval of, or notice to, or other action to, with or by,
  any federal, state or other governmental authority or
  regulatory body.
  
          E.   Binding Obligation.  This Amendment and the
  Amended Agreement have been duly executed and delivered by
  the Borrower and are the legally valid and binding
  obligations of the Borrower, enforceable against the Borrower
  in accordance with their respective terms, except as may be
  limited by bankruptcy, insolvency, reorganization, moratorium
  or similar laws relating to or limiting creditors' rights
  generally or by equitable principles relating to
  enforceability.
  
          F.   Incorporation of Representations and Warranties
  From Credit Agreement.  The representations and warranties
  contained in Section 3 of the Credit Agreement are and will
  be true, correct and complete in all material respects on and
  as of the Third Amendment Effective Date to the same extent
  as though made on and as of that date, except to the extent
  such representations and warranties specifically relate to an
  earlier date, in which case they were true, correct and
  complete in all material respects on and as of such earlier
  date. 
  
          G.   Absence of Default.  No event has occurred and
  is continuing or will result from the consummation of the
  transactions contemplated by this Amendment that would
  constitute a Default. 
  
          Section 5.    ACKNOWLEDGEMENT AND CONSENT
  
          The Borrower is a party to the Security Agreement
  and the Borrower Pledge Agreement pursuant to which the
  Borrower has created Liens in favor of the Agent on certain
  Collateral to secure the Obligations.  Each Subsidiary
  Guarantor is party to the Subsidiary Guaranty pursuant to
  which the Subsidiary Guarantors have guarantied the
  Obligations.  The Subsidiary Guarantors party to the
  Guarantor Pledge Agreement have created Liens in favor of the
  Agent to secure the obligations of such Subsidiary Guarantor
  under the Subsidiary Guaranty.  The Borrower and the
  Subsidiary Guarantors are collectively referred to herein as
  the "Credit Support Parties."
  
          Each Credit Support Party hereby acknowledges that
  it has reviewed the terms and provisions of the Credit
  Agreement and this Amendment and consents to the amendment of
  the Credit Agreement effected pursuant to this Amendment. 
  Each Credit Support Party hereby confirms that each
  Collateral Document to which it is a party or otherwise bound
  and all Collateral encumbered thereby will continue to
  guaranty or secure, as the case may be, to the fullest extent
  possible the payment and performance of all "Obligations,"
  "Guarantied Obligations" and "Secured Obligations," as the
  case may be (in each case as such terms are defined in the
  applicable Collateral Document), including without limitation
  the payment and performance of all such "Obligations,"
  "Guarantied Obligations" or "Secured Obligations," as the
  case may be, in respect of the Obligations of the Borrower
  now or hereafter existing under or in respect of the Amended
  Agreement and the Notes.
  
          Each Credit Support Party acknowledges and agrees
  that any of the Collateral Documents to which it is a party
  or otherwise bound shall continue in full force and effect
  and that all of its obligations thereunder shall be valid and
  enforceable and shall not be impaired or limited by the
  execution or effectiveness of this Amendment.  Each Credit
  Support Party represents and warrants that all repre-
  sentations and warranties contained in the Amended Agreement
  and the Collateral Documents to which it is a party or
  otherwise bound are true, correct and complete in all
  material respects on and as of the Third Amendment Effective
  Date to the same extent as though made on and as of that
  date, except to the extent such representations and
  warranties specifically relate to an earlier date, in which
  case they were true, correct and complete in all material
  respects on and as of such earlier date.
  
          Each Credit Support Party (other than the Borrower)
  acknowledges and agrees that (i) notwithstanding the
  conditions to effectiveness set forth in this Amendment, such
  Credit Support Party is not required by the terms of the
  Credit Agreement or any other Loan Document to consent to the
  amendments to the Credit Agreement effected pursuant to this
  Amendment and (ii) nothing in the Credit Agreement, this
  Amendment or any other Loan Document shall be deemed to
  require the consent of such Credit Support Party to any
  future amendments to the Credit Agreement.
  
          Section 6.    MISCELLANEOUS
  
          A.   Reference to and Effect on the Credit Agreement
  and the Other Loan Documents.  
  
          (i)  On and after the Third Amendment Effective
       Date, each reference in the Credit Agreement to "this
       Agreement", "hereunder", "hereof", "herein" or words of
       like import referring to the Credit Agreement, and each
       reference in 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 Amended Agreement. 
  
          (ii) Except as specifically amended by this
       Amendment, the Credit Agreement and the other Loan
       Documents shall remain in full force and effect and are
       hereby ratified and confirmed.  
  
          (iii)    The execution, delivery and performance of
       this Amendment shall not, except as expressly provided
       herein, constitute a waiver of any provision of, or
       operate as a waiver of any right, power or remedy of the
       Agent or any Lender under, the Credit Agreement or any
       of the other Loan Documents. 
  
          B.   Fees and Expenses.  The Borrower acknowledges
  that all costs, fees and expenses as described in subsection
  9.5 of the Credit Agreement incurred by Agent and its counsel
  with respect to this Amendment and the documents and
  transactions contemplated hereby shall be for the account of
  the Borrower.
  
          C.   Headings.  Section and subsection headings in
  this Amendment are included herein for convenience of
  reference only and shall not constitute a part of this
  Amendment for any other purpose or be given any substantive
  effect. 
  
          D.   Applicable Law.  THIS AMENDMENT SHALL BE
  GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
  ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
  WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
  
          E.   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 and
  delivered shall be deemed an original, but all such
  counterparts together shall constitute but one and the same
  instrument; signature pages may be detached from multiple
  separate counterparts and attached to a single counterpart so
  that all signature pages are physically attached to the same
  document.  
  
  
          [Remainder of page intentionally left blank.]
  
  
  
  
          IN WITNESS WHEREOF, the parties hereto have caused
  this Amendment to be duly executed and delivered by their
  respective officers thereunto duly authorized as of the date
  first written above.
  
                                SMITH CORONA CORPORATION, 
                                as debtor and debtor-in-possession
  
  
                                By:                           
                                Title:                        
  
  
                                CHEMICAL BANK, as
                                Agent and as a Lender
  
  
                                By:                           
                                Title:                        
  
  
                                BANK OF AMERICA ILLINOIS
  
  
                                By:                           
                                Title:                        
  
  
  
                                SCM (UNITED KINGDOM) LIMITED,
                                  (for purposes of Section 5
                                  only) as a Credit Support Party
  
  
                                By:                           
                                Title:                        
  
  
                                SMITH CORONA OVERSEAS
                                HOLDINGS, INC., (for purposes
                                  of Section 5 only) as a Credit
                                  Support Party
  
  
                                By:                           
                                Title:                        
  
  
                                SMITH CORONA (UK), LIMITED,
                                  (for purposes of Section 5
                                  only) as a Credit Support Party
  
  
                                By:                           
                                Title:                        
  
  
  
  
                             ANNEX A
  
  
  
  
  OCBC BANK
  
  
  
  Our Ref: AOS/SC.LO
  
  
  
  17 October 1995
  
  SMITH-CORONA PRIVATE LIMITED
  7 Bedok South Road
  Singapore 469272                                  CONFIDENTIAL
  
  Attention:     Mr. Ronald F. Stengel, President & CEO, Smith
                   Corona Corporation
                 Mr. C.C. Tang, Managing Director, Smith-Corona
                   Private Limited
  
  Dear Sirs:
  
  We refer to your recent request and are pleased to advise you
  that Oversea-Chinese Banking Corporation Limited (hereinafter
  called "the Bank") is prepared, subject to satisfactory
  completion of legal documentation and upon the following
  terms and conditions, to grant to Smith-Corona Private
  Limited (hereinafter called "the borrower") an overdraft
  facility of up to S$14 million (hereinafter called "the
  facility") as follows:
  
              Interest rate:         1% (one per cent) per annum
                                       above the Bank's prime lending
                                       rate.  The Bank's current prime
                                       lending rate is at 6% per
                                       annum.
  
              Facility
              Expiry Date:           The facility shall expire one
                                       year from date of acceptance
                                       but no later than 31 October
                                       1996 or upon the completion of
                                       the sale of the factory
                                       building at 7 Bedok South Road
                                       Singapore 469272, whichever is
                                       earlier.
  
  
  2           PURPOSE
  
              The facility shall be for the sole purpose of
  paying retrenchment benefits of up to S$12.4 million to the
  borrower's employees and the remaining amount of S$1.6
  million may be used to meet interest accruing up to a maximum
  of one year.
  
  3           SECURITY
  
              The facility shall be secured by a first legal
  mortgage over the factory building at 7 Bedok Road Singapore
  469272.
  
  4           SPECIAL CONDITIONS
  
              The facility is granted to the borrower subject
  to the Bank receiving the following in a form and substance
  satisfactory to the Bank:
  
                  a     An acceptable United States legal
                          counsel's confirmation that the
                          creation of the first legal mortgage
                          over the factory building at 7 Bedok
                          South Road Singapore 469272 would not
                          be inconsistent with or negatively
                          affected by the provisions under
                          Chapter 11 of the Bankruptcy Laws of
                          the United States as applied to the
                          borrower's parent, Smith Corona
                          Corporation.
  
                  b     Receipt of a waiver from the existing
                          bankers of the borrower's parent, Smith
                          Corona Corporation consenting to the
                          creation of the mortgage over the
                          factory building at 7 Bedok South Road
                          Singapore 469272.
  
                  c     Approval from The Monetary Authority of
                          Singapore for the facility to be
                          extended in S$.
  
                  d     An acceptable and independent auditor
                          certifying that the borrower is a going
                          concern on the day the mortgage is
                          executed and has the means to honour
                          all its obligations as and when they
                          fall due.
  
  5               CONDITIONS PRECEDENT
  
                  The borrower's right to utilise the facility
  and the obligation of the Bank to advance the same shall be
  subject to the condition precedent that there shall have been
  previously delivered to the Bank duly executed loan and
  security documentation and the following documents in form
  and substance satisfactory to the Bank:
  
                  I     a       Copy of the borrower's
                                  Memorandum and Articles of
                                  Association certified as a true
                                  copy by the Director or
                                  Secretary.
  
                        b       Copy of Certificate of
                                  Incorporation of the borrower
                                  certified as true copy by the
                                  Director or Secretary.
  
                        c       Copy of the Board of Directors'
                                  resolution of the borrower
                                  certified as true copy by the
                                  Chairman and/or Secretary duly
                                  authorizing:
  
                 i    the acceptance of the facility upon the terms and
                      conditions enumerated herein.
 
                 ii   the appointment of an authorised signatory or
                      signatories to execute on behalf of the borrower all
                      legal documents, notices and any other documents
                      connected with the facility.
  
                 iii  the affixing of the common seal to all documents, when
                      required, in accordance with the Memorandum and
                      Articles of Association of the borrower.
  
                        d       Legal mortgage duly executed
                                  and registered in favour of the
                                  Bank with lodgment of Forms 33
                                  and 34.
  
                        e       Receipt of the United States
                                  legal counsel's confirmation as
                                  enumerated in paragraph 4(a)
                                  above.
  
                        f       Receipt of the waiver from the
                                  bankers of Smith Corona
                                  Corporation as enumerated in
                                  paragraph 4(b) above.
  
                        g       Receipt of confirmation from an
                                  acceptable and independent
                                  auditor as enumerated in
                                  paragraph 4(d) above.
  
                        h       The duplicate of this letter
                                  duly endorsed with the
                                  borrower's acceptance.
  
                        i       Any other documents that may be
                                  required by the Bank from time
                                  to time.
  
                  II    Receipt of the approval from The
                          Monetary Authority of Singapore, as
                          enumerated in paragraph 4(c) above.
  
  6               CONDITIONS
  
                  So long as the facility is available, the
  borrower shall promptly advise the Bank of any material
  adverse change in the condition (financial or otherwise) of
  the borrower or of any subsidiary of the borrower and notify
  the Bank of the institution of any litigation or proceedings
  against the borrower or of any subsidiary before any court or
  administrative agency which, in the opinion of the officers
  of the borrower might materially affect the continued
  operations or financial condition of the borrower.  Such
  advice or notice will be given to the Bank within seven (7)
  days after the borrower has knowledge of the said change or
  of proceedings and (in the latter case), the amount of
  contingent liability if such amount is ascertainable.
  
  7               You shall agree that the Bank shall have the
  right to set-off and apply any credit balances including
  fixed deposits with the Bank whether in Singapore Dollars or
  in any other currency (whether or not then due) towards
  payment of the moneys owing under the facility and the right
  to withdraw such deposits so long as any moneys are
  outstanding (including contingent liabilities) under the
  facility.
  
  8               Any goods and services tax or other levies
  now or hereafter imposed by law (including but not limited to
  the Goods and Services Tax Act 1993) or required to be paid
  in respect of any moneys payable to or received or receivable
  by the Bank or any expenses incurred by the Bank shall
  (except to the extent prohibited by law) be borne and paid by
  the borrower and the Bank will be entitled to debit the same
  from the account(s) of the borrower.
  
  9               All reasonable expenses including stamp duty
  (whether as penalty of otherwise), legal administrative,
  registration, execution fees and any other costs or charges
  (including abortive costs) whether of the Bank or otherwise
  and incurred or expended by the Bank in connection with the
  facility whether the same is accepted or otherwise shall be
  borne by the borrower.
  
  10              The facility shall be subject to periodic
  reviews and the sole discretion of the Bank to continue with
  the same.  Amounts borrowed under the facility are repayable
  on demand.
  
  11              The legal fees and all other expenses
  incurred by the Bank in connection with the facility or in
  making a demand or in enforcing or attempting to enforce the
  Bank's rights in relation thereto whether under this letter
  or otherwise shall be borne by the borrower on a full
  indemnity basis.
  
  12              GOVERNING LAW AND JURISDICTION
  
                  This letter and interpretation thereof shall
  be governed by the laws of Singapore and the borrower
  irrevocably submits to the non-exclusive jurisdiction of the
  courts of Singapore.
  
  13              If you are agreeable to the above terms and
  conditions, kindly indicate acceptance by signing on the
  duplicate of this letter and returning it by 31 October 1995
  afterwhich date the offer contained herein shall lapse unless
  an extension thereof has been requested for and agreed to by
  the Bank.
  
  14              We assure you of our best services at all
  times.
  
  Yours faithfully
  for OVERSEA-CHINESE BANKING CORPORATION LIMITED
  
  
  /s/ Robert Chia               /s/ Wong Soon Yum
  ------------------            ------------------------
  ROBERT CHIA                   WONG SOON YUM
  VICE PRESIDENT                SENIOR VICE PRESIDENT
  CORPORATE BANKING DEPARTMENT
  
  
  TO: OVERSEA-CHINESE BANKING CORPORATION LIMITED
  
  I/We confirm acceptance of the facilities on the above
  stipulated terms and conditions and hereby irrevocably give
  permission to the Bank and its officers and employees in
  Singapore to disclose at any time particulars of my/our
  accounts with the Bank in Singapore to officers and employees
  of the Bank and its branches, agencies and representative
  officers outside Singapore and also irrevocably permit such
  officers and employees of the Bank to disclose particulars of
  my/our accounts with the Bank outside Singapore to its Head
  Office and its officers and employees in Singapore.
  
  I/We hereby irrevocably consent to the Bank and its officers
  and agents disclosing to any guarantor(s), co-debtor(s), co-
  mortgagor(s), joint holder(s), or any authority the moneys
  and other particulars relating to my/our accounts with the
  Bank.
  
  
  /s/ W. M. Driscoll            10/11/95
  ---------------------------   ----------
  Authorised Signatory/(ies)    Date
  for and on behalf of
  SMITH-CORONA PRIVATE LIMITED
  
  
  
  
  OCBC BANK
  
  
  
  Our Ref: AO14/(WP)SMITH.LTR
  
  
  
  6 November 1995
  
  SMITH-CORONA PRIVATE LIMITED
  7 Bedok South Road
  Singapore 469272                                  CONFIDENTIAL
  
  Attention:      Mr. Ronald F. Stengel, President & CEO,
                    Smith Corona Corporation
                  Mr. C.C. Tang, Managing Director, Smith-
                   Corona Private Limited
  
  Dear Sirs:
  
  Re:    Facility letters dated 17 October 1995 and 27 October
           1995 to Smith-Corona Private Limited
  
                  We refer to our facility letters dated 17
  October 1995 and 27 October 1995 and your fax of 2 November
  1995.  We are pleased to advise that the Bank is agreeable to
  amend paragraph 4(d) of the said facility letters which will
  now read as follows:
  
                        4(d) -  An updated statement of account
                                  of this borrower as at 31
                                  October 1995 by an acceptable
                                  and independent auditor showing
                                  that there is no significant
                                  adverse changes to the
                                  borrower's financial position
                                  as compared to the management
                                  accounts as at 30 September
                                  1995 which was earlier
                                  presented to the Bank.
  
                  Save for the aforesaid, all other terms and
  conditions as enumerated in our facility letters dated 17
  October 1995 and 27 October 1995 shall remain unchanged.
  
  We would be pleased to be of assistance should you require
  any further clarification.
  
  Yours faithfully
  for OVERSEA-CHINESE BANKING CORPORATION LIMITED
  
  
  /s/ Robert Chia               /s/ Wong Soon Yum
  ------------------            ------------------------
  ROBERT CHIA                   WONG SOON YUM
  VICE PRESIDENT                SENIOR VICE PRESIDENT
  CORPORATE BANKING DEPARTMENT
  
                                              /s/ W. M. Driscoll
                                                        10/11/95
  
  
  
  
  OCBC BANK
  
  
  
  Our Ref: AO14/SMITH.LO
  
  
  
  27 October 1995
  
  SMITH-CORONA PRIVATE LIMITED
  7 Bedok South Road                               By Fax & Mail
  Singapore 469272                                  CONFIDENTIAL
  
  Attention:      Mr. Ronald F. Stengel, President & CEO,
                    Smith Corona Corporation
                  Mr. C.C. Tang, Managing Director, Smith-
                   Corona Private Limited
  
  Dear Sirs:
  
  Re:    Facility letter dated 17 October 1995 to Smith-Corona
           Private Limited
  
                  We refer to our facility letter dated 17
  October 1995 and your fax of 25 October 1995 and are pleased
  to advise that the Bank is agreeable to amend paragraphs
  4(d), 6 and 10 of our facility letter which will now read as
  follows:
  
                        4(d) -  An acceptable and independent
                                  auditor certifying that the
                                  borrower is solvent on the day
                                  the mortgage is executed and
                                  has the means to honour all its
                                  obligations as and when they
                                  fall due.
  
                        6 -     So long as the facility is
                                  available, the borrower shall
                                  promptly advise the Bank of any
                                  material adverse change of the
                                  borrower, other than the
                                  systematic winding-down of its
                                  operations, and notify the Bank
                                  of any litigation or
                                  proceedings against the
                                  borrower or of any subsidiary
                                  before any court or
                                  administrative agency.  Such
                                  advice or notice will be given
                                  to the Bank within seven (7)
                                  days after the borrower has
                                  knowledge of the said
                                  proceedings and the amount of
                                  contingent liability if such
                                  amount is ascertainable.
  
                        10 -    The facility shall be subject
                                  to periodic reviews and the
                                  sole discretion of the Bank to
                                  continue with the same. 
                                  Amounts borrowed under the
                                  facility are repayable on
                                  demand.  In the event a demand
                                  is made by the Bank, the Bank
                                  shall proceed to enforce the
                                  security as enumerated in
                                  paragraph 3, for the repayment
                                  of all outstanding under the
                                  facility.
  
  
                  Save for the aforesaid, all other terms and
  conditions as enumerated in our facility letter dated 17
  October 1995 shall remain unchanged.
  
  We would be pleased to be of assistance should you require
  any further clarification.
  
  Yours faithfully
  for OVERSEA-CHINESE BANKING CORPORATION LIMITED
  
  
  /s/ Robert Chia               /s/ Wong Soon Yum
  ------------------            ------------------------
  ROBERT CHIA                   WONG SOON YUM
  VICE PRESIDENT                SENIOR VICE PRESIDENT
  CORPORATE BANKING DEPARTMENT
  
                                              /s/ W. M. Driscoll
                                                        10/11/95
  
  
  
  SMITH CORONA CORPORATION
  -------------------------------------------------------------
  
  
  
                                               November 9, 1995
  
  VIA FACSIMILE
  Mr. Robert Chia
  Vice President
  Corporate Banking
  Overseas-Chinese Banking Corporation Limited
  65 Chulea Street
  OCBC Center
  SINGAPORE 0104
  
  Dear Mr. Chia:
  
         I am in receipt of OCBC's Offer Letter dated October
  17, 1995 regarding an overdraft facility for Smith Corona
  Private Limited, as well as your letters dated October 27,
  1995 and November 6, 1995, which amended certain provisions
  of the October 17, 1995 letter.
  
         I am pleased to state that Smith Corona Private
  Limited will accept OCBC's Offer Letter, as amended.  Signed
  documents should be in your possession not later than Monday,
  November 13, 1995.  Additionally, I intend to authorize
  Deloitte & Touche to begin their audit work the week of
  November 13, 1995, and to authorize the Wong Partnership to
  begin the required legal work.
  
         I look forward to a continuing and prosperous
  relationship.
  
                                          Very truly yours,
  
                                          /s/ Ronald F. Stengel
                  -----------------------------------
                  Ronald F. Stengel
                  President and Chief Executive Officer
  
  
  RFS/lmc
  
  cc:    M. Driscoll
         R. Epling, Esq.
         J. Piontkowski
         C. C. Tang