EX-10.3



 Exhibit 10.3 
  

			
	



	  	Acceptance Notice/        
	Banc of America Leasing & Capital, LLC	  	Pay Proceeds Authorization        

  
 Master Loan and
Security Agreement Number: 17608-70000 
 Equipment Security Note Number: 17608-70003 (the “Transaction”) 

To: Banc of America Leasing & Capital, LLC 
 The
undersigned hereby certifies that all property described in the above-referenced Transaction by and between Banc of America Leasing & Capital, LLC, and the undersigned has been furnished, that delivery and installation has
been fully completed as required, and that the such property has been irrevocably accepted and is satisfactory in all respects to the undersigned for purposes of the Transaction. 

We hereby authorize you to disburse the proceeds of this Transaction as follows: 
  

					
	Disburse To:	  	Amount:	 
		
	 Destination XL Group, Inc.
	  	$	1,698,556.81	  
		
	 TOTAL Disbursement
	  	$	1,698,556.81	  

  

			
	Destination XL Group, Inc.
	(Debtor)
		
	By:	 	 /s/ Dennis R. Hernreich

		 	Dennis R. Hernreich
		
	Title:	 	 EVP, COO, CFO, Treasurer, Secretary

		
	Date:	 	 9/30/13




  

			
	Pay Proceeds Authorization 4.1.06	  	Page 1 of 1        









 



 
  

			
	Banc of America Leasing & Capital, LLC	  	Equipment Security Note Number 17608-70003  

  

This Equipment Security Note No. 17608-70003, dated as of October 1, 2013 (this “Equipment Note”), is entered into
pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 17608-70000 dated as of July 20, 2007 (the “Master Agreement”), by and between Banc
of America Leasing & Capital, LLC (“Lender”) and Destination XL Group, Inc. (“Borrower”). All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such
terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial
numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equipment Note. 

The occurrence of an “Event of Default,” as defined in the Master Agreement, shall entitle Lender to accelerate the maturity
of this Equipment Note and to declare the Prepayment Amount to be immediately due and payable, and to proceed at once to exercise each and every one of the remedies provided in the Master Agreement or otherwise available at law or in equity. All of
Borrower’s Obligations under this Equipment Note are absolute and unconditional, and shall not be subject to any offset or deduction whatsoever. Borrower waives any right to assert, by way of counterclaim or affirmative defense in any action to
enforce Borrower’s Obligations hereunder, any claim whatsoever against Lender. 
 1. Equipment Financed; Equipment Location; Grant
of Security Interest. Subject to the terms and provisions of the Master Agreement and as provided herein, Lender is providing financing in the principal amount described in Section 2 below to Borrower in connection with the acquisition or
financing of the following described Equipment: 
  

							
	 Quantity
	  	Description	  	 Serial Number
	  	Cost
				
		  		  	See Exhibit A attached hereto	  	

 Location of Equipment. The Equipment will be located or (in the case of over-the-road vehicles) based
at the following locations: 
  

											
	 Location
	  	 Address
	  	 City
	  	 County
	  	 State
	  	 ZIP

						
		  		  		  	See Exhibit B attached hereto	  		  	

 Borrower has agreed and does hereby grant a security interest in and to the Equipment and the Collateral related thereto,
whether now owned or hereafter acquired and wherever located, in order to secure the payment and performance of all Obligations owing to Lender, including but not limited to this Equipment Note, all as more particularly provided in the Master
Agreement. Lender’s agreement to provide the financing contemplated herein shall be subject to the satisfaction of all conditions established by Lender and Lender’s prior receipt of all required documentation in form and substance
satisfactory to Lender in its sole discretion. 
 2. Payments. For value received, Borrower promises to pay to the order of Lender,
the principal amount of $1,698,556.81, together with interest thereon as provided herein. This Equipment Note shall be payable by Borrower to Lender in 48 consecutive monthly, installments of principal and interest (the
“Payments”) commencing on November 1, 2013 (the “Initial Payment”) and continuing thereafter through and including October 1, 2017 (the “Maturity Date”) (collectively, the
“Equipment Note Term”). Each Payment shall be in the amount provided below, and due and payable on the same day of the month as the Initial Payment set forth above in each succeeding payment period (each, a “Payment
Date”) during Equipment Note Term. All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each. The final Payment due and payable on the Maturity Date shall in any event be equal to
the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and other amounts owing hereunder and under the Master Agreement. 

(a) Interest Rate. 

Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of 3.1067 percent
per annum or, if less, the highest rate of interest permitted by applicable law (the “Interest Rate”), from the Advance Date set forth below until the principal amount of this Equipment Note is paid in full, and shall be due and
payable on each Payment Date. 

  

					
	Equipment Security Note 4.1.06	  	Page 1 of 2	  	









 (b) Payment Amount. 

The principal and interest amount of each Payment shall be $37,676.57. 

3. Prepayment The outstanding principal balance of this Equipment Note may be prepaid in whole or part at any time, together with
interest and late charges accrued through the date of the prepayment, provided that such prepayment shall be accompanied by a prepayment charge calculated as follows: one percent (1%) of the amount of the prepaid if such prepayment occurs
during the period from the date of this Equipment Note to the first anniversary hereof; one-half percent (0.5%) of the amount prepaid if such prepayment occurs during the period commencing on the first day after the first anniversary hereof and
continuing through the second anniversary hereof; and no prepayment charge if such prepayment occurs thereafter. Partial prepayments shall be applied against principal installments in their inverse order of maturity. A prepayment charge will not be
due if this Equipment Note is refinanced with the Lender. 
 4. Borrower Acknowledgements. Upon delivery and acceptance of the
Equipment, Borrower shall execute this Equipment Note evidencing the amounts financed by Lender in respect of such Equipment and the Payments of principal and interest hereunder. By its execution and delivery of this Equipment Note, Borrower: 

 

	 	(a)	reaffirms of all of Borrower’s representations, warranties and covenants as set forth in the Master Agreement and represents and warrants that no Default or Event of Default under the Master Agreement exists as of
the date hereof; 

  

	 	(b)	represents, warrants and agrees that: (i) the Equipment has been delivered and is in an operating condition and performing the operation for which it is intended to the satisfaction of Borrower; (ii) each item
of Equipment has been unconditionally accepted by Borrower for all purposes under the Master Agreement and this Equipment Note; and (iii) there has been no material adverse change in the operations, business, properties or condition, financial
or otherwise, of Borrower since August 3, 2013; 

  

	 	(c)	authorizes and directs Lender to advance the principal amount of this Equipment Note to reimburse Borrower or pay Vendors all or a portion of the purchase price of Equipment in accordance with Vendors’ invoices
therefor, receipt and approval of which are hereby reaffirmed by Borrower; and 

  

	 	(d)	agrees that Borrower is absolutely and unconditionally obligated to pay Lender all Payments at the times and in the manner set forth herein. 


 

									
	BANC OF AMERICA LEASING & CAPITAL, LLC	 		 	Borrower: DESTINATION XL GROUP, INC.
					
	By:	 	 /s/ Patricia Smith-Disu
	 		 	By:	 	 /s/ Dennis R. Hernreich

					
	Printed Name:	 	 Patricia Smith-Disu
	 		 	Printed Name:	 	 Dennis R. Hernreich

					
	Title:	 	 Vice President
	 		 	Title:	 	 EVP, COO, CFO, Treasurer, Secretary



  

					
	Equipment Security Note 4.1.06	  	Page 2 of 2	  	









 EXHIBIT A TO EQUIPMENT SECURITY NOTE NO. 17608-70003 

 

													
	Company	  	Division	  	Type	  	Asset Type	  	Invoice	  	Description	  	Insrv Date
	
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021

	10	  	141	  	Corporate (DC)	  	FF-S	  	139071165	  	Fixtures-Ladders	  	7/19/2012
	10	  	141	  	Corporate (DC)	  	FF-S	  	139071678	  	Fixtures-Ladders	  	7/26/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900453793	  	DC Equip-Conveyors	  	7/31/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900457491	  	DC Equip-Conveyors	  	8/20/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900457492	  	DC Equip-Conveyors	  	8/20/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	S/33007892	  	DC Equip-Batteries	  	8/29/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	BIP 82942	  	DC Equip-Batteries	  	8/30/2012
	10	  	141	  	Corporate (DC)	  	FF-S	  	139074785	  	Fixtures-Ladders	  	9/5/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8403	  	DC Equip-Sorter	  	9/12/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900463764	  	DC Equip-Conveyors	  	9/19/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8419	  	DC Equip-Sorter	  	10/8/2012
	10	  	141	  	Corporate (DC)	  	FF-S	  	139078798	  	Fixtures-Ladders	  	10/24/2012
	10	  	141	  	Corporate (DC)	  	FF-S	  	7250	  	Tailor Shop Equip	  	12/19/2012
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900487891	  	DC Equip-Conveyors	  	1/21/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900492536	  	DC Equip-Conveyors	  	2/13/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900496949	  	DC Equip-Conveyors	  	3/8/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8509	  	DC Equip-Sorter	  	3/13/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	N288-1	  	DC EQUIP	  	3/21/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	N289-1	  	DC EQUIP	  	3/21/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8519	  	DC Equip-Sorter	  	4/1/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	LS34000191	  	DC Equip-Batteries	  	4/3/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900504097	  	DC Equip-Conveyors	  	4/12/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	BIP 84069	  	DC Equip-Batteries	  	4/16/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	BIP 84112	  	DC Equip-Batteries	  	4/23/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	BIP 84113	  	DC Equip-Batteries	  	4/23/2013
	10	  	141	  	Corporate (DC)	  	FF-S	  	6201247	  	Fixtures-Appliances	  	4/26/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8537	  	DC Equip-Sorter	  	5/2/2013
	10	  	141	  	Corporate (DC)	  	FF-C	  	W198274572	  	DC EQUIP	  	5/3/2013
	10	  	141	  	Corporate (DC)	  	FF-C	  	W198274572	  	DC EQUIP	  	5/3/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900510114	  	DC Equip-Conveyors	  	5/9/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900510113	  	DC Equip-Conveyors	  	5/10/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	N288-2	  	DC EQUIP	  	5/14/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	N289-2	  	DC EQUIP	  	5/21/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8558	  	DC Equip-Sorter	  	5/29/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900514841	  	DC Equip-Conveyors	  	6/4/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900515036	  	DC Equip-Conveyors	  	6/4/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900515600	  	DC Equip-Conveyors	  	6/6/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900515599	  	DC Equip-Conveyors	  	6/7/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900516163	  	DC Equip-Conveyors	  	6/10/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8563	  	DC Equip-Sorter	  	6/17/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8566	  	DC Equip-Sorter	  	6/17/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900517409	  	DC Equip-Conveyors	  	6/17/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900519849	  	DC Equip-Conveyors	  	6/28/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8577	  	DC Equip-Sorter	  	7/2/2013
	10	  	141	  	Corporate (DC)	  	EQUIP-C	  	900521005	  	DC Equip-Conveyors	  	7/8/2013
	
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021

	10	  	151	  	Corporate (Facilities)	  	FF-C	  	021313CUBE	  	Fixtures-Furniture	  	2/13/2013
	10	  	151	  	Corporate (Facilities)	  	FF-C	  	04292013	  	Fixtures-Appliances	  	4/29/2013
	10	  	151	  	Corporate (Facilities)	  	FF-C	  	04252013	  	Fixtures-Appliances	  	4/29/2013
	10	  	151	  	Corporate (Facilities)	  	FF-C	  	W202820049	  	Fixtures-Appliances	  	5/20/2013
	10	  	151	  	Corporate (Facilities)	  	FF-C	  	05302013	  	Fixtures-Furniture	  	5/30/2013
	10	  	151	  	Corporate (Facilities)	  	FF-C	  	05302013	  	Fixtures-Furniture	  	5/30/2013
	10	  	151	  	Corporate (Facilities)	  	SIGNS	  	25998	  	Signs	  	6/26/2013
	10	  	151	  	Corporate (Facilities)	  	SIGNS	  	25999	  	Signs	  	6/29/2013
	10	  	151	  	Corporate (Facilities)	  	SIGNS	  	26000	  	Signs	  	6/29/2013
	
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021

	10	  	155	  	Corporate (Security)	  	LHI-S	  	18739718	  	Video Security System	  	2/3/2013
	
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021

	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7493568	  	Computer HW	  	7/20/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7565987	  	Computer HW	  	8/27/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	113905	  	Computer HW	  	9/13/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XFX81T317	  	Computer HW	  	9/20/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XFXD8RT32	  	Computer HW	  	9/28/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XFXDK3P37	  	Computer HW	  	9/28/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XFXJF3N68	  	Computer HW	  	10/3/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XFXMR9RX7	  	Computer HW	  	10/9/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XFXN8TT21	  	Computer HW	  	10/9/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	114328	  	Computer HW	  	10/12/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7668688	  	Computer HW	  	10/19/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ1KF5TJ2	  	Computer HW	  	11/25/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7760936	  	Computer HW	  	12/4/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7762542	  	Computer HW	  	12/5/2012
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ2D9N5D3	  	Computer HW	  	1/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	X2JXT5X72	  	Computer HW	  	1/28/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ2XT3TT1	  	Computer HW	  	1/28/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7867524	  	Computer HW	  	1/30/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	69362534	  	Computer HW	  	2/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	115598	  	Computer HW	  	2/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ28TT421	  	Computer HW	  	2/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ2R12TN4	  	Computer HW	  	2/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	113740	  	Computer HW	  	2/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	115747	  	Computer HW	  	2/6/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4134270	  	Computer HW	  	2/8/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7886177	  	Computer HW	  	2/8/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	69627397	  	Computer HW	  	2/25/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ3KRCF27	  	Computer HW	  	2/28/2013


  
 Page 1 of 2 









													
	Company	  	Division	  	Type	  	Asset Type	  	Invoice	  	Description	  	Insrv Date
							
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ3R23MD5	  	Computer HW	  	3/7/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	116320	  	Computer HW	  	3/26/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ45DFJN7	  	Computer HW	  	3/27/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	115057	  	Computer HW	  	3/28/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ46864F5	  	Computer HW	  	3/29/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ46CW131	  	Computer HW	  	3/29/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	424256797A	  	Computer HW	  	4/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	424256797B	  	Computer HW	  	4/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	424256797C	  	Computer HW	  	4/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	424256797D	  	Computer HW	  	4/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ47C4164	  	Computer HW	  	4/2/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	W7412392	  	Computer HW	  	4/2/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70039883	  	Computer HW	  	4/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70039398A	  	Computer HW	  	4/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70039398B	  	Computer HW	  	4/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70039398C	  	Computer HW	  	4/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70039398D	  	Computer HW	  	4/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ48WNRF4	  	Computer HW	  	4/4/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	48661744	  	Computer HW	  	4/4/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70069887	  	Computer HW	  	4/6/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70069916	  	Computer HW	  	4/6/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70069998	  	Computer HW	  	4/6/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70119066	  	Computer HW	  	4/10/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ4J694X1	  	Computer HW	  	4/15/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ4K1MND4	  	Computer HW	  	4/17/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ4PCWK51	  	Computer HW	  	4/25/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ4R17663	  	Computer HW	  	4/26/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	70312121	  	Computer HW	  	4/30/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ4X258W1	  	Computer HW	  	5/3/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ5247145	  	Computer HW	  	5/9/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	117250	  	Computer HW	  	6/6/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ5J72262	  	Computer HW	  	6/7/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4194870A	  	Computer HW	  	6/19/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4194870B	  	Computer HW	  	6/19/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S7941231	  	Computer HW	  	6/20/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	Z7114150	  	Computer HW	  	6/20/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4164185	  	Computer HW	  	6/20/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4221133	  	Computer HW	  	6/20/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4246303	  	Computer HW	  	6/20/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ5RJ63P7	  	Computer HW	  	6/21/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ5TWW3P2	  	Computer HW	  	6/25/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	117537	  	Computer HW	  	7/1/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ6136F38	  	Computer HW	  	7/2/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ62XXCN6	  	Computer HW	  	7/8/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ63XX8K6	  	Computer HW	  	7/10/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ6414126	  	Computer HW	  	7/10/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	4264754	  	Computer HW	  	7/10/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	182368943	  	Computer HW	  	7/10/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ64C97P6	  	Computer HW	  	7/11/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	XJ64C97R2	  	Computer HW	  	7/11/2013
	10	  	181	  	Corporate (MIS)	  	FF-C	  	593696	  	Fixtures-Furniture	  	7/11/2013
	10	  	181	  	Corporate (MIS)	  	HW-S	  	00013877	  	Computer HW	  	7/15/2013
	10	  	181	  	Corporate (MIS)	  	HW-S	  	00013961	  	Computer HW	  	7/15/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	S8164559	  	Computer HW	  	7/16/2013
	10	  	181	  	Corporate (MIS)	  	HW-C	  	71092092	  	Computer HW	  	7/22/2013
	
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021

	10	  	181	  	Corporate (MIS) Netez	  	HW-C	  	39950	  	Computer HW	  	9/19/2013

 
 As more fully described in the
electronic disk provided to Lender by Borrower. 
  

			
	Destination XL Group, Inc.
		
	By:	 	 /s/ Dennis R. Hernreich

		 	Dennis R. Hernreich
	Title:	 	 EVP, COO, CFO, Treasurer, Secretary



  
 Page 2 of 2 








 EXHIBIT B EQUIPMENT SECURITY NOTE NO. 17608-70003 

 

													
	STORE	 	LOCATION	  	CENTER NAME	  	ADDRESS1	  	CITY	  	ST	  	ZIP CODE
	10	 	99	  	Corporate (Direct)	  	555 Turnpike Street	  	CANTON	  	MA	  	02021
	10	 	141	  	Corporate (DC)	  	555 Turnpike Street	  	CANTON	  	MA	  	02021
	10	 	151	  	Corporate (Facilities)	  	555 Turnpike Street	  	CANTON	  	MA	  	02021
	10	 	155	  	Corporate (Security)	  	555 Turnpike Street	  	CANTON	  	MA	  	02021
	10	 	181	  	Corporate (MIS)	  	555 Turnpike Street	  	CANTON	  	MA	  	02021

  

			
	Destination XL Group, Inc.
		
	By:	 	 /s/ Dennis R. Hernreich

		 	Dennis R. Hernreich
		
	Title:	 	 EVP, COO, CFO, Treasurer, Secretary



  
 Page 1 of 1 








 NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT 

September 30, 2013 
 Mr. Peter Stratton, Jr. 

Destination XL Group, Inc. 
 555 Turnpike Street 

Canton, MA 02021 
 Re: Master Loan and Security Agreement dated
as of July 20, 2007 (the “Agreement”), between BANC OF AMERICA LEASING & CAPITAL, LLC (“Assignor”) and Destination XL Group, Inc. (“Customer”) 

Assignor hereby gives Customer notice, and Customer hereby acknowledges receipt of notice, that effective as of October 1, 2013 (the
“Effective Date”) Assignor has assigned to BERKSHIRE BANK (“Assignee”), whose offices are at 58 State House Square, Hartford, CT 06103, all right, title, interest, obligations and liabilities of Assignor to the
extent accruing on or after the Effective Date in and to Collateral Schedule No.: 17608-70003 dated October 1, 2013, executed pursuant to the Agreement (collectively, the “Designated Schedule”), and has assigned to Assignee the
security interest granted by Customer with respect to the collateral described on the Designated Schedule (the “Equipment”), and solely to the extent related to the Designated Schedule and the Equipment, all of the other documents,
instruments, agreements, certificates and filings executed and/or delivered to Assignor pursuant to the Agreement (together with the Designated Schedule, the “Transaction Documents”). 

From and after the Effective Date, all payments now or hereafter becoming due pursuant to the Designated Schedule or with respect to the
Equipment shall be paid to Assignor as fiscal agent for Assignee or, upon receipt of notice from Assignee of the termination of such fiscal agency, to Assignee as directed in Assignee’s invoices. 

In recognition of Assignee’s reliance upon this Notice and Acknowledgment of Assignment, Customer certifies, confirms and agrees as
follows: 
  

	 	1.	The Agreement, the Designated Schedule and the other Transaction Documents have been duly authorized, executed and delivered by Customer; constitute the legal, valid and binding obligation of Customer, enforceable
against Customer in accordance with the terms thereof; are in full force and effect on the date of execution of this notice by Customer; are not subject to any defenses, set-offs, claims, counterclaims, or any right of cancellation or termination;
constitute the entire agreement between Assignor and Customer regarding the financing of the Equipment and the terms and conditions of the Designated Schedule with respect to the Equipment, and there are no other documents or agreements binding upon
or affecting the Equipment; and no default by Assignor or Customer or event which, with the passage of time or the giving of notice, or both, would constitute a default by Assignor or Customer under the Designated Schedule has occurred. All names,
addresses, signatures, amounts and other facts contained in the Agreement, the esignated Schedule and the other Transaction Documents are correct. 

  

	 	2.	There are no modifications, amendments or supplements to the Agreement which relate to the Designated Schedule or any of the other Transaction Documents; and any future modification, termination, amendment or supplement
to the Agreement which relates to the Designated Schedule or any of the other Transaction Documents, or settlement of amounts due thereunder which relates to the Designated Schedule or any of the other Transaction Documents, shall be ineffective
without Assignee’s prior written consent. 

  

	 	3.	The Equipment has been delivered to and accepted by Customer and is in good working order and suitable for Customer’s purposes in all respects. The Equipment is in Customer’s possession and is located at the
location specified in the Designated Schedule. No casualty has occurred with respect to the Equipment. 









	 	4.	There has been no prepayment of rent, installments or other sums payable under the Designated Schedule. Payments of any and all monies due under the Designated Schedule have been and will continue to be paid in strict
accordance with the terms thereof. The Designated Schedule is current in all respects, including, but not limited to, the payment of any applicable sales, use and personal property taxes. As of the Effective Date, there are forty-eight
(48) scheduled payments, each in the amount of $37,676.57, remaining to be paid under the Designated Schedule. 

  

	 	5.	Customer acknowledges and agrees that (i) Assignor has conveyed to Assignee all of Assignor’s right, title, interest, obligations and liabilities in and under the Designated Schedule and the Equipment and
Assignor shall have no interest or authority of any nature regarding the Equipment or the Designated Schedule, and Assignor shall be released from all obligations and liabilities thereunder and with respect to the other Transaction Documents to the
extent the same have been assigned to, and accepted and assumed by Assignee, (ii) Customer will deal exclusively with respect to the Designated Schedule with Assignee except to the extent that Assignor has been designated as fiscal agent for
Assignee, and Customer will deliver such financial statements, all notices and other communications required, given or made by Customer relating to the Designated Schedule to Assignee at the address listed above, (iii) so far as enforcement of
the Designated Schedule is concerned, notwithstanding the existence of other schedules to, and/or promissory notes, as applicable, issued under the Agreement, the Designated Schedule is separate and severable and Assignee may take enforcement action
with respect to the Designated Schedule independently of other assignees, equipment owners or financing parties having an interest in the Agreement or such other schedules and/or promissory notes, as applicable, executed pursuant to the Agreement,
and (iv) Customer will execute such other instruments and take such actions as Assignee reasonably may require to further confirm the sale, assignment and transfer of the Designated Schedule to Assignee and Assignee’s interest in the
Equipment. 

  

	 	6.	Customer has not received any notice of, nor has Customer caused or participated in, any prior sale, transfer, assignment, hypothecation or pledge of the Equipment, the Designated Schedule or the amounts due or to
become due thereunder. 

  

	 	7.	Customer will keep the Agreement, the Designated Schedule and the Equipment free and clear of all liens and encumbrances (other than the interest of Assignor, Assignee or parties claiming by, through or under them).


  

	 	8.	All representations and duties of Assignor intended to induce Customer to enter into the Designated Schedule, whether required by the Designated Schedule or otherwise, have been fulfilled. 


 

	 	9.	Customer has executed only one (1) original of the Designated Schedule and delivered the same to Assignor. 

  

	 	10.	Pursuant to the terms of the Designated Schedule, Customer hereby agrees to promptly add Assignee as a loss payee and as an additional insured under each casualty and liability insurance policy maintained by Customer as
may be required under the Designated Schedule and to furnish to Assignee evidence of such insurance coverage not later than 20 days from the date hereof. 








 Accepted and agreed to on this 1st day of October, 2013.

  

									
	BANC OF AMERICA LEASING & CAPITAL, LLC	 		 	DESTINATION XL GROUP, INC.
	Assignor	 		 	Customer
					
	By:	 	  
	 		 	By:	 	 /s/ Dennis R. Hernreich

					
	Name:	 	  
	 		 	Name:	 	 Dennis R. Hernreich

					
	Title:	 	  
	 		 	Title:	 	 EVP, COO, CFO, Treasurer, Secretary

				
	BERKSHIRE BANK	 		 		 	
	Assignee	 		 		 	
					
	By:	 	  
	 		 		 	
					
	Name:	 	  
	 		 		 	
					
	Title: