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                                                                  EXHIBIT 10.5

                                                        TAX I.D. NO. 36-3635935


                               PROMISSORY NOTE

$15,000,000.00                                             Detroit, Michigan
                                                           March 12, 1997


        On or before March 12, 1998, FOR VALUE RECEIVED, the undersigned,
SCOTSMAN GROUP INC., a Delaware corporation (herein called "Maker") promises to
pay to the order of COMERICA BANK, a Michigan banking corporation (herein
called "Bank"), at the principal office of Bank at Detroit, Michigan in lawful
currency of the United States of America, FIFTEEN MILLION DOLLARS
($15,000,000.00) or so much of said sum as has been advanced and is then
outstanding hereunder, together with interest thereon as hereinafter set forth.

        This Note is a note under which advances, repayments and new advances
may be made from time to time, provided that Bank shall not be obligated to
make any advance hereunder. Advances hereunder may be requested in Maker's
discretion by telephonic notice to Bank or by submission of a request for
advance in form annexed hereto as Exhibit "A". Any advance requested by
telephonic notice (i) shall be made only to Account No. 1076111614 with Bank in
the name of Maker or to such other account as Maker shall subsequently
designate by written notice to Bank, and (ii) shall be confirmed by Maker that
same day by submission to Bank by first class mail of the written request for
advance aforementioned. Maker acknowledges that if Bank makes an advance based
on a telephonic request, it shall be for Maker's convenience and all risks
involved in the use of such procedure shall be borne by Maker, and Maker
expressly agrees to indemnify and hold Bank harmless therefor. Bank shall have
no duty to confirm the authority of anyone requesting an advance by telephone.

        Each advance outstanding under this Note from time to time shall bear
interest at a per annum rate equal to Bank's prime rate established by Bank
from time to time or such other rate accepted by Bank with respect thereto, and
shall be payable upon the repayment date therefor. The amount, rate and
repayment date of each advance shall be noted on Bank's records, which records
will be prima facie evidence thereof, absent manifest error. Failure to pay any
advance on its repayment date, without Bank's consent, shall constitute a
default and such advance shall thereafter bear interest at three percent (3%)
above said prime rate as it may vary from time to time until paid. Interest
shall be computed on a daily basis using a year of 360 days and assessed for
the actual number of days elapsed. Interest on each advance shall be payable
monthly on the last day of each month in the case of a prime based advance, and
in all other cases on the respective repayment date therefore which date shall
not be later than the maturity date of this Note.

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        This Note replaces the two Promissory Notes dated June 30, 1996 by
Maker payable to Bank in the principal amounts of $5,000,000 and $6,000,000.

        Whenever Bank deems itself insecure, or on default in payment of any
liability hereunder, or upon the occurrence of any Default as defined under
that Scotsman Group Inc. Revolving Credit Agreement dated as of March 12, 1997,
among Maker, certain affiliates of Maker, The First National Bank or Chicago,
as Agent, Bank, as lender, and the various banks listed on the signature pages
thereof, the representations, warranties, covenants and default provisions of
which are hereby incorporated by reference into this Note, notwithstanding the
earlier termination and expiration of said Revolving Credit Agreement, as said
representations, warranties, covenants and default provisions may be amended
from time to time in writing by and between the parties thereto, or upon any
default in payment of any other liability of Maker to Bank and continuance
thereof beyond any period of grace, if any, provided with respect thereto, the
Bank may declare this Note due forthwith. Nothing herein shall limit any right
granted Bank by other instrument or by law.

                                                        SCOTSMAN GROUP INC.


                                                  By:  /s/ D. D. Holmes
                                                       ----------------------
                                                  Its: Vice President-Finance
                                                       ----------------------

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                                 EXHIBIT "A"

                             REQUEST FOR ADVANCE



TO: COMERICA BANK (the "Bank")

        The undersigned hereby requests an advance, or confirms such a request
made by telephone, under the Fifteen Million Dollar ($15,000,000.00) Promissory
Note dated March 12, 1997, made by undersigned to the Bank, pursuant to the
following terms:

Advance Amount: $_________________  Interest Rate: ___________________% per
annum Advance Date:__________________, 19__   Repayment Date :________________,
19__

        The proceeds of this advance shall be or have been deposited to the
Account No. __________________ of the undersigned with the Bank or as follows:
_________________.

        Undersigned warrant(s) that no condition exists or event has occurred
which constitute or, with the giving of notice or the running of time, or both,
would constitute a default under said promissory Note or any related agreement
with the Bank, and the undersigned further warrants that no Event of Default,
or condition or event which, with the giving of notice or the running of time,
or both, would have otherwise constituted a "Default" under that certain
Scotsman Group Inc. Revolving Credit Agreement dated as of March 12, 1997,
among the undersigned, The First National Bank of Chicago, as Agent, and the
banks and other parties listed on the signature pages thereof (as amended from
time to time in writing by and between the parties thereto), notwithstanding
the earlier termination and expiration of said Credit Agreement, has occurred
and is continuing as of the date hereof.

     Dated this ______ day of __________________, 19____.


                                                        SCOTSMAN GROUP INC.


                                                        By:____________________

                                                        Its:___________________

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                    REAFFIRMATION OF GUARANTY AND CONSENT

The UNDERSIGNED has previously executed a Guaranty Agreement dated June 30,
1996 (the "Guaranty") in favor of COMERICA BANK (the "Lender") whereby the
undersigned unconditionally guaranteed to Lender the payment and performance of
any and all indebtedness, obligations and liabilities heretofore, now, or
hereafter owed by Scotsman Group Inc., a Delaware corporation (the "Borrower")
to Lender, including, without limitation, the payment and performance of
Borrower's Promissory Notes dated June 30, 1996 in the principal sum of
$5,000,000 and $6,000,000, respectively, payable to the order of Lender with
interest as therein described, with the entire unpaid principal balance and
accrued interest due on June 30, 1997 (the "Revolving Notes") evidencing an
$11,000,000 guidance line of credit (the "Revolving Loans") extended by Lender
to Borrower, and all loans and advances made by Lender to Borrower thereunder.

The undersigned have been advised that Borrower has asked Lender to increase
the Revolving Loans from $11,000,000 to $15,000,000 and extend the maturity
date thereof to March 12, 1998, which would require the Borrower to execute a
new Promissory Note in the principal sum of $15,000,000 payable to the order of
Lender with interest as therein described and with a maturity date of March 12,
1998 (the "New Note").

The undersigned has reviewed the New Note and fully understands its terms and
provisions.

To induce Lender to increase the Revolving Loan to $15,000,000 and extend the
maturity date thereof to March 12, 1998 as aforesaid, the undersigned
represents and warrants to the Lender with the intent that the Lender rely
thereon, as follows:

1.      The Guaranty is in full force and effect and is binding and enforceable
against the undersigned in accordance with its terms;

2.      The undersigned irrevocably consents and agrees to Borrower's
execution, delivery and performance of the New Note;

3.      The liability of the undersigned to the Lender under the Guaranty shall
in no way he affected, modified, altered, or discharged in any fashion by the
Borrower's execution, delivery or performance of the New Note;

4.      The undersigned hereby restates and reaffirms all terms and provisions
of the Guaranty as if set forth in full herein; and

5.      The undersigned does not possess any claims, defenses, offsets, or
counterclaims against the enforcement of the Guaranty, and any and all such
claims, defenses, offsets and counterclaims, whether known or unknown, are
forever waived and released, and the undersigned is, and shall remain,
unconditionally liable under the Guaranty for  all  indebtedness,  obligations,
and  liabilities heretofore,  now or hereafter owed by Borrower to Lender in
accordance with the terms

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of the Guaranty, including without limitation, the indebtedness evidenced by
the New Note, and all extensions, renewals, modifications, and refinancings
thereof.


Dated:  March 12, 1997

WITNESSES:                                      SCOTSMAN INDUSTRIES, INC.



/s/ R. C. Osborne                                       By: /s/ D. D. Holmes
    ----------------------------                            -------------------
                                                        Its: Vice President
                                                            -------------------

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                                  GUARANTY
                                 (Unlimited)


        This Guaranty is executed and delivered an March 12, 1997, by the
undersigned (collectively "Guarantor") whose address is 775 Corporate Woods
Parkway, Vernon Hills, Illinois, to COMERICA BANK, a Michigan banking
corporation ("Bank") of Detroit, Michigan.

        WHEREAS, SCOTSMAN GROUP, INC., a Delaware corporation, whose address is
775 Corporate Woods Parkway, Vernon Hills, Illinois ("Borrower") desires to
enter into one or more banking transactions with and thereby become obligated
to Bank, for the payment of one or more Liabilities, as defined below, from
time to time, though it may  not  be  continuously,  and/or  to  obtain  other
credit accommodations from Bank from time to time; and

        WHEREAS, Guarantor desire(s) to see the success of, and/or receive(s)
direct and/or indirect benefits from the Borrower as general or limited
partner, shareholder, subsidiary, affiliate or otherwise.

        NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and to induce Bank to enter into banking
transactions with or otherwise make credit accommodations in favor of the
Borrower, the GUARANTOR HEREBY UNCONDITIONALLY AND ABSOLUTELY GUARANTEES TO
BANK the prompt payment when due, whether at maturity or on any accelerated or
extended payment date or otherwise, of any and all Liabilities, until such
Liabilities are fully paid and satisfied as to principal, interest and other
sums due and payable thereunder. "Liabilities" shall mean all indebtedness and
obligations of Borrower  ("Borrower" wherever used herein shall include any
partnership, firm, corporation, or other organization or entity succeeding in
whole or substantial part whether immediately or otherwise to the business
and/or property with or without the liabilities of the above named Borrower) to
Bank whatsoever, present or future, direct or indirect, absolute or contingent,
now or hereafter existing or arising, due or to become due, howsoever arising
or evidenced, including, but not limited to, any borrowings of Borrower
evidenced by Borrower's promissory notes, obligations under reimbursement or
letter of credit agreements naming Borrower as account party, and obligations
of Borrower on any note, draft or other instrument, whether or not negotiable
in form, upon which Borrower is primarily or secondarily liable, which may be
paid, accepted, purchased or discounted by Bank, whether or not such
indebtedness or obligation is known to Guarantor now or at the time such
indebtedness or obligation is incurred, and all amendments, renewals or
extensions,  in whole or in part,  of any such indebtedness or obligations.
Guarantor shall also pay, on demand, any and all expenses (including without
limitation reasonable attorneys fees)  which may be incurred or paid by Bank in
preserving, protecting or enforcing any of its rights or remedies in connection
with or collecting against Guarantor under, this Guaranty (Collection Costs").

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        Guarantor further agrees as follows:

        1.      Absolute and Unconditional Obligation. This Guaranty is a
guaranty of payment and not of collection. The obligation of the Guarantor
under this Guaranty (the "Obligation") shall be absolute and primary, and
complete and binding as to each Guarantor and subject  to  no  condition
whatever,  precedent  or  otherwise, irrespective of the validity, regularity
or enforceability of any of the Liabilities, the absence of any action to
enforce the same, any waiver or consent with respect thereto, or any failure or
delay in the enforcement thereof. Notice of acceptance hereof or action in
reliance hereon shall not be required. Bank shall be under no obligation to
give Guarantor notice of Borrower's incurring future Liabilities to Bank or
amendments, renewals or extensions of any Liabilities, or any other fact or
matter pertaining to Borrower. Nor shall the Obligation be affected by the
bankruptcy, insolvency, incompetence or death, or any change in ownership or
control, of the Borrower, or of any other party. The Obligation shall be
independent of and in addition to any similar obligation or other liability of
the Guarantor to Bank.

        2.      Waiver. Guarantor waives presentment, demand, protest, notice
of protest or dishonor, diligence in collecting the Liabilities, any
requirement first to proceed against the Borrower or against any guarantor or
other party, or to exhaust any security for the performance of any of the
Liabilities. Any collateral or other security of Borrower or any other party or
any guaranty or other obligation of any party which Bank now or subsequently
holds may be released or otherwise dealt with by Bank in all respects as though
this Guaranty were not in existence and the Obligation shall be in no way
affected thereby, Guarantor hereby waiving and foregoing all rights in respect
of any action, or failure to act, by Bank regarding such collateral or other
security.

        3.      Continuing Obligation.  The Obligation shall be continuing and,
irrespective  of  any  statute of  limitations  otherwise applicable, shall
cover all Liabilities incurred by Borrower before any revocation of this
Guaranty becomes effective as provided below (and shall also include
Liabilities of the Borrower incurred after such revocation pursuant to any
agreement to lend, whether optional or obligatory, existing at the date of
revocation), and as to any Liabilities so incurred, shall continue until the
same are fully paid and satisfied. The bankruptcy or insolvency of any
Guarantor or revocation by any Guarantor shall not affect the Obligation of any
others, but such others shall continue to be liable for the Liabilities
(including future Liabilities) as though such bankrupt, insolvent or revoking
party had not been a party hereto. Bank may, if it so desires (but shall not be
obligated to do so), file a claim under this Guaranty in any such bankruptcy or
insolvency proceeding, provided that the continuance of the Obligation in
accordance with this Guaranty shall not be affected thereby. The Obligation
shall also survive the death of any or all of the undersigned and shall be
binding upon the estate of any deceased party and upon any surviving party for
all Liabilities (including future Liabilities), the same as if such death had
not occurred. Bank shall be under no duty to the estate or to any survivor or
to any other Guarantor, to present any claim based on this Guaranty against the
estate of any deceased party.

<PAGE>   8


        4.      Revocation. Guarantor (or any of them) may revoke this Guaranty
only as herein provided, and not otherwise. Revocation shall be in writing
signed by the revoking party, or, if deceased, by the personal representative
of such party,  and shall be delivered to the President, Secretary, or any Vice
President of Bank in person at Bank, and shall become effective at the opening
of business on the day next succeeding the delivery thereof. Any such
revocation shall have prospective effect only, from and after the effective
date of revocation, and shall not terminate or otherwise affect the Obligation
of the revoking party existing prior to the effective date of revocation.

        5.      Subrogation. Guarantor expressly waives any claim for
reimbursement, contribution, indemnity, or subrogation which the Guarantor may
have or obtain against the Borrower by reason of payment by the Guarantor of
any of the Liabilities. In the event of the liquidation, reorganization or
bankruptcy of Borrower (whether voluntary or involuntary) or in the event that
Borrower shall make an arrangement or composition with its creditors or become
subject to any receivership or other insolvency proceedings, Bank shall be
entitled to receive all dividends or other payments with respect to the
Liabilities until its claims have been paid in full, and Guarantor shall
continue to be liable to Bank to the extent provided herein for any balance of
the Liabilities which may be owing to Bank. If any amount shall be paid to or
received by Guarantor on account of any subrogation rights arising at any time
when all Liabilities shall not have been paid and discharged in full, such
amount shall be held in trust by Guarantor for the benefit of Bank and shall
forthwith be paid to Bank to be credited and applied against the Obligation.

        6.      Continued Effectiveness or Reinstatement. Notwithstanding any
prior revocation,  termination or discharge hereof,  the effectiveness of this
Guaranty shall continue to be reinstated, as the case may be, in the event that
(a) any payment received or credit given by Bank in respect of the Liabilities
is returned, disgorged or rescinded as an avoidable preference, impermissible
setoff, fraudulent conveyance or otherwise under any applicable state  or
federal  law,  including,  without  limitation,  laws pertaining to bankruptcy
or insolvency, in which case this Guaranty shall thereafter be enforceable
against Guarantor as if such returned, disgorged or rescinded payment or credit
had not been received or given by Bank, and whether or not Bank relied upon
such payment or credit or changed its position as a consequence thereof; or (b)
any liability is imposed, or sought to be imposed, against Bank relating to the
environmental condition of, or the present of hazardous or toxic substances on,
in or about, any property mortgaged to Bank by the Borrower, Guarantor or any
other party as collateral (in whole or in part) for any of the Liabilities,
whether such condition is known or unknown,  now exists or subsequently arises
(excluding only conditions which arise after any acquisition by Bank of any
such property, by foreclosure, in lieu of foreclosure or otherwise, due to the
wrongful act or omission of Bank), in which case this Guaranty shall thereafter
be enforceable against Guarantor to the extent of all liability, costs and
expenses (including reasonable attorneys fees) incurred by Bank as the direct
or indirect result of any such environmental condition or hazardous or toxic
substances. For purposes of this Guaranty, "environmental condition" includes,
without limitation, conditions existing with respect to the surface or ground
water, drinking water supply, land surface or subsurface strata and the ambient
air; and "hazardous or toxic substances" shall include any and

<PAGE>   9

all substances now or subsequently determined by any federal, state or local
authority to be hazardous or toxic, or otherwise regulated by any such
authority.

        7.      Joint and Several Guaranty. If signed by more than one
Guarantor, the obligation of the undersigned shall be joint and several, and,
as used herein, "Guarantor" shall refer to the undersigned collectively, and to
either or any of them. Bank, in its sole discretion, may release any one or
more of the undersigned with or without consideration, and may fail or elect
not to prove a claim against the estate of any bankrupt, insolvent, incompetent
or deceased Guarantor, without reducing or otherwise affecting the liability of
any other Guarantor.

        8.      General. This Guaranty may not be amended except by express
writing instrument executed by Guarantor and Bank, and no waiver by any party
shall be effective unless given in writing by such party. The rights and
remedies provided for in this Guaranty are cumulative, and nothing herein shall
limit any right or remedy granted Bank by other instrument or by law. If any
term or provision of this Guaranty or its application to any circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this
Guaranty, or the application of such term or provision to circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Guaranty shall be valid
and enforceable to the fullest extent permitted by law. Captions have been used
in this Guaranty for convenience of reference only, and shall not be given
substantive effect.  This Guaranty shall be governed by and construed in
accordance with the laws of the State of Michigan.

<PAGE>   10


        This Guaranty has been duly executed and delivered as of the date set
forth above.

Witnesses:                                      BOOTH, INC.

R. C. Osborne                                   By: /s/ D. D. Holmes
-------------------------                           --------------------------
                                                Its: Vice President
-------------------------                           --------------------------

                                                DFC HOLDING CORPORATION

                                                By: /s/ D. D. Holmes
                                                    --------------------------

                                                Its: Vice President
                                                    --------------------------

                                                THE DELFIELD COMPANY

                                                By: /s/ D. D. Holmes
                                                    --------------------------

                                                Its: Vice President
                                                    --------------------------

                                                KYSOR INDUSTRIAL CORPORATION

                                                By: /s/ D. D. Holmes
                                                    --------------------------

                                                Its: Vice President
                                                    --------------------------

Accepted by:

COMERICA BANK, a Michigan
banking corporation

By: /s/ Gregory N. Block
   ---------------------
Its: Vice President
   ---------------------