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                                                                    Exhibit 10.5

                               FIRST AMENDMENT TO
                    AMENDED AND RESTATED TERM LOAN AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
("First Amendment") dated as of July 15, 1999 is by and among BALDWIN PIANO &
ORGAN COMPANY, a Delaware corporation, (hereinafter, together with its
successors in title and assigns called "Borrower" or "Baldwin"), THE FIFTH THIRD
BANK, an Ohio banking corporation, as Agent (in such capacity, the "Agent"), THE
FIFTH THIRD BANK ("Fifth Third"), as a Lender, and BANK ONE, INDIANA, N.A.,
formerly known as NBD BANK, N.A., a national banking association, ("Bank One")
as a Lender, (Fifth Third and Bank One are hereinafter collectively the
"Lenders" and each individually a "Lender").

                              PRELIMINARY STATEMENT

         WHEREAS, Borrower, Agent and Lenders have entered into a Amended and
Restated Term Loan Agreement dated as of May 15, 1998, (the "Term Loan
Agreement"); and

         WHEREAS, Borrower have requested Agent and Lenders to make various
revisions to the Term Loan Agreement as set forth herein; and

         WHEREAS, Borrower, Agent and Lenders now wish to amend the Term Loan
Agreement in accordance with the terms and provisions hereof;

         NOW, THEREFORE, the parties hereto agree to supplement and amend the
Term Loan Agreement upon such terms and conditions as follows:

         1. Capitalized Terms. All capitalized terms used herein shall have the
meanings assigned to them in the Term Loan Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Term Loan Agreement as amended by this First
Amendment.

         2. Definitions.

         (a)      Section 2.1 of the Term Loan Agreement is hereby to amend the
                  following definitions to read in their entirety as follows:

                  "Interest Rate" means, with respect to the Term Loan, the rate
         of interest per annum equal to the LIBOR Rate plus the Applicable
         Margin.

                  "EBITDA" for any period shall mean without duplication, (i)
         Net Income; plus (ii) for such period any Interest Expense deducted in
         the determination of Net Income; plus (iii) any income and franchise
         taxes paid in cash and included in the determination of Net


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         Income; plus (iv) amortization and depreciation deducted in determining
         Net Income for such period; minus (v) the sum for such period of
         interest income, extraordinary non-cash gains, gains from sales of
         assets (other than sales of inventory in the ordinary course of
         business) and unrealized losses from changes in currency; plus (vi)
         extraordinary non-cash losses; plus (vii) any one time cash charges
         incurred relative to the Conway Closure in an aggregate amount not to
         exceed $1,500,000.00, provided that such charge is recognized in the
         month(s) incurred.

         (b)      Section 2.1 of the Term Loan Agreement is hereby amended to
                  add the following definitions to read in their entirety as
                  follows:

                  "Applicable Margin" shall initially mean 2.25%; provided that
         after the first fiscal quarter of Borrower after the Sixth Amendment
         Closing Date, the Applicable Margin shall mean the amount set forth
         below, as a percentage, to be added to the LIBOR Rate, and used in
         calculating the rate of interest for applicable Loan at any time:



================================================================================
                  MARGIN RATIO                     APPLICABLE MARGIN
================================================================================
               Less than 1.0 to 1                        2.25%
================================================================================
     Greater than or equal to 1.0 to 1, but              2.00%
               less than 1.5 to 1
================================================================================
        Greater than or equal to 1.5 to 1                1.75%
================================================================================

         The determination of Applicable Margin hereunder as of any Interest
         Adjustment Date shall be based on unaudited quarterly financial
         statements and compliance certificates required to be delivered
         pursuant to Section 7.1(j)(iii) hereof, provided, that in the event of
         any discrepancy between computations based upon any compliance
         certificates and the related audited financial statements furnished
         pursuant to Section 7.1(j)(i), the computation based upon the audited
         financial statements shall govern (retroactive to the most recent
         Interest Adjustment Date). In the event of a retroactive correction of
         the determinations of the Applicable Margin in favor of the Lenders,
         the amount of interest thereby overdue and payable by the Borrower
         shall be paid to the Lenders within five (5) days after the date of
         such retroactive correction. Upon any upward adjustment of the
         Applicable Margin, there shall be no downward adjustment of the
         Applicable Margin until the first day of the first month after the
         Margin Ratio shall have been less than or equal to the Margin Ratio
         which would result in such downward adjustment as of the end of a
         subsequent fiscal quarter. No downward adjustment of the Applicable
         Margin shall occur if, at the time such downward adjustment would
         otherwise be made, there shall exist any Default or Event of Default,
         provided, that such downward adjustment shall be made on the first day
         of the first month after the date on which any Default or Event of
         Default shall have been waived or cease to exist.


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                  "Conway Closure" means the suspension of Borrower's business
         operations at and the transfer of all of borrowers assets from the
         facility located at Highway 365 & 286 Sturgis Road, Conway, Arkansas
         72033-0309.

                  "Interest Adjustment Date" means the first day of the first
         month after the date on which each of the Quarterly Compliance
         Certificates (together with monthly unaudited financial statements for
         each month during such quarter) are required to be delivered under
         Section 7.1(j)(iii) with respect to the most recent quarter.

                  "Juarez Sale" means the sale of Borrower's real property
         located in Fabricantes Tecnicos, S.A. Juarez, Mexico.

                  "Margin Ratio" means the ratio of EBITDA to Fixed Charges, as
         calculated in Section 7.3(a)(iv) hereof.

         3. Exhibits. The following Exhibits to the Term Loan Agreement are
hereby amended in their entirety to read as the corresponding Exhibits to this
First Amendment:

         (a) Exhibit F    Form of Quarterly Covenant Certificate;
         (b) Exhibit G    Form of Monthly Compliance Certificate.

         4. Determination of Interest Rate. The last sentence of Section
3.4(a)(i) of the Term Loan Agreement is hereby amended in its entirety to read:
"Any change in the Applicable Margin shall become effective in accordance with
the definition of Applicable Margin."

         5. Financial Covenants. Section 7.3(a) of the Term Loan Agreement is
hereby amended as follows:

         (a)      Section 7.3(a)(i) is hereby amended to read in its entirety as
                  follows:

                  "(i) a Tangible Net Worth in the combined amount of not less
         than Forty Million and 00/100 Dollars ($40,000,000.00) prior to the
         Juarez Sale, and thereafter not less than Forty-Five Million and 00/100
         Dollars ($45,000,000.00).

         (b)      Section 7.3(a)(ii) is hereby amended to read in its entirety
                  as follows:

                  "(ii) a ratio of Debt to Tangible Net Worth of not more than
         one and one-half to one (1.5 to 1).

         (c)      Section 7.3(a)(iv) is hereby amended to read in its entirety
                  as follows:

                  "(iv) a ratio of EBITDA to Fixed Charges, calculated on a four
         (4) quarter rolling basis, greater than the amount set forth below
         opposite the applicable time period.


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     ===========================================================================
                                                       Minimum Ratio of
            Four (4) Quarter Period Ending         EBITDA to Fixed Charges
     ===========================================================================
                    June 30, 1999                           .75:1
     ===========================================================================
                  September 30, 1999                      .95 to 1
     ===========================================================================
           December 31, 1999 and thereafter               1.50 to 1
     ===========================================================================


         6. Waiver. The Agent and the Lenders hereby consent to waive the
application of Section 7.3(a)(iv) of the Term Loan Agreement as it relates to
the ratio of EBITDA to Fixed Charges, provided, that, for the four (4) quarters
ending on June 30, 1999, the Minimum Ratio of EBITDA to Fixed Charges is greater
than three-fourths to one (0.75 to 1).

         7. Reaffirmation of Covenants, Warranties and Representations. Borrower
hereby agrees and covenants that all representations and warranties in the Term
Loan Agreement, including without limitation all of those warranties and
representations set forth in Article 6 are true and accurate as of the date
hereof. Borrower further reaffirms all covenants in the Term Loan Agreement, and
reaffirm each of the affirmative covenants set forth in Section 7.1, the
negative covenants set forth in Section 7.2 and the financial covenants set
forth in Section 7.3 thereof, as if fully set forth herein, except to the extent
modified by this First Amendment.

         8. Conditions Precedent to Closing of First Amendment. On or prior to
the closing of the First Amendment (hereinafter the "First Amendment Closing
Date"), each of the following conditions precedent shall have been satisfied:

         (a)      Proof of Corporate Authority. Agent shall have received from
                  Borrower copies, certified by a duly authorized officer to be
                  true and complete on and as of the First Amendment Closing
                  Date, of records of all action taken by Borrower to authorize
                  (i) the execution and delivery of this First Amendment and all
                  other certificates, documents and instruments to which it is
                  or is to become a party as contemplated or required by this
                  First Amendment, and (ii) its performance of all of its
                  obligations under each of such documents.

         (b)      Documents. Each of the documents to be executed and delivered
                  at the First Amendment Closing and all other certificates,
                  documents and instruments to be executed in connection
                  herewith shall have been duly and properly authorized,
                  executed and delivered by Borrower and shall be in full force
                  and effect on and as of the First Amendment Closing Date.


         (c)      Legality of Transactions. No change in applicable law shall
                  have occurred as a consequence of which it shall have become
                  and continue to be unlawful (i) for Agent and each Lender to
                  perform any of its agreements or obligations under any of the
                  Loan Documents, or (ii) for Borrower to perform any of its
                  agreements or obligations under any of the Loan Documents.


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         (d)      Performance, Etc. Except as set forth herein, Borrower shall
                  have duly and properly performed, complied with and observed
                  each of its covenants, agreements and obligations contained in
                  each of the Loan Documents. Except as set forth herein, no
                  event shall have occurred on or prior to the First Amendment
                  Closing Date, and no condition shall exist on the First
                  Amendment Closing Date, which constitutes a Default or an
                  Event of Default.

         (e)      Changes; None Adverse. Since the date of the most recent
                  balance sheets of Borrower delivered to Agent, no changes
                  shall have occurred in the assets, liabilities, financial
                  condition, business, operations or prospects of Borrower
                  which, individually or in the aggregate, are material to
                  Borrower, and Agent shall have completed such review of the
                  status of all current and pending legal issues as Agent shall
                  deem necessary or appropriate.

         9. Miscellaneous. (a) Borrower shall reimburse Agent for all fees and
disbursements of legal counsel to Agent which shall have been incurred by Agent
in connection with the preparation, negotiation, review, execution and delivery
of this First Amendment and the handling of any other matters incidental hereto.

         (b)      All of the terms, conditions and provisions of the Agreement
                  not herein modified shall remain in full force and effect. In
                  the event a term, condition or provision of the Agreement
                  conflicts with a term, condition or provision of this First
                  Amendment, the latter shall govern.

         (c)      This First Amendment shall be governed by and shall be
                  construed and interpreted in accordance with the laws of the
                  State of Ohio.

         (d)      This First Amendment shall be binding upon and shall inure to
                  the benefit of the parties hereto and their respective heirs,
                  successors and assigns.

         (e)      This First Amendment may be executed in several counterparts,
                  each of which shall constitute an original, but all which
                  together shall constitute one and the same agreement.

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         IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the year
first above written.


                                         BALDWIN PIANO & ORGAN COMPANY, Borrower


                                         By: /s/ Perry H. Schwartz
                                            -----------------------------------

                                         Name: Perry H. Schwartz
                                              ---------------------------------

                                         Title: Treasurer
                                               --------------------------------


                                         THE FIFTH THIRD BANK, Agent


                                         By: /s/ Robert Ries
                                            -----------------------------------

                                         Name: Robert Ries
                                              ---------------------------------

                                         Title: Vice President
                                               --------------------------------


                                         THE FIFTH THIRD BANK, Lender


                                         By: /s/ Robert Ries
                                            -----------------------------------

                                         Name: Robert Ries
                                              ---------------------------------

                                         Title: Vice President
                                               --------------------------------


                                         BANK ONE, INDIANA, N. A., Lender


                                         By: /s/ Andrea Hoskin
                                            -----------------------------------

                                         Name: Andrea Hoskin
                                              ---------------------------------

                                         Title:
                                               --------------------------------