EX-10.1



 Exhibit 10.1 
  

			
	    



	  	
	Banc of America Leasing & Capital, LLC	  	Equipment Security Note Number 17608-70013    

  

This Equipment Security Note No. 17608-70013, dated as of June 16, 2014 (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 $313,827.20,
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 July 23, 2014 (the
“Initial Payment”) and continuing thereafter through and including June 23, 2018 (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 3.2470
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 $6,980.67. 

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/ Gina M. Cabral
	 		 	By:	 	 /s/ Peter H. Stratton, Jr.

					
	Printed Name:	 	 Gina M. Cabral
	 		 	Printed Name:	 	 Peter H. Stratton, Jr.

					
	Title:	 	 Vice President
	 		 	Title:	 	 Chief Financial Officer



  

					
	Equipment Security Note 4.1.06	 	Page 2 of 2	 	









 EXHIBIT A TO EQUIPMENT SECURITY NOTE NO. 17608-70013 

 

															
	Company	  	Division	  	Type	  	Asset Type	  	Invoice	  	Description	  	Insrv Date	 
		
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021
	  			
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	10198757	  	 Equipment-Scissorlift
	  	 	3/18/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8712	  	 Equipment-Sorter
	  	 	3/5/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8713	  	 Equipment-Sorter
	  	 	3/5/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8718	  	 Equipment-Sorter
	  	 	3/10/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8738	  	 Equipment-Sorter
	  	 	3/31/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8739	  	 Equipment-Sorter
	  	 	3/31/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8740	  	 Equipment-Sorter
	  	 	3/31/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8750	  	 Equipment-Sorter
	  	 	4/9/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	E-8758	  	 Equipment-Sorter
	  	 	4/21/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	139120497	  	 Equipment-Hand Pallet Trucks
	  	 	4/14/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	900574679	  	 Equipment-Sorters
	  	 	3/11/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	900576128	  	 Equipment-Sorters
	  	 	3/17/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	900576523	  	 Equipment-Sorters
	  	 	3/19/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	106711714	  	 DC Safety Equipment
	  	 	4/9/2014	  
	 10
	  	141	  	Corporate (DC)	  	EQUIP-C	  	04092014	  	 DC Safety Equipment
	  	 	4/9/2014	  
	
	 Equipment Location: 555 Turnpike Street, Canton, MA 02021
	   

	 10
	  	181	  	Corporate (MIS)	  	FF-S	  	1649998	  	 Fixtures-Furniture
	  	 	2/27/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	XJCF6TJ33	  	 Computers
	  	 	3/5/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	XJCF7NX23	  	 Computers
	  	 	3/5/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	S8559893	  	 Network Backup Tapes
	  	 	3/21/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	73593410	  	 Network Backup Tapes
	  	 	3/3/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	9720620203	  	 iPhones
	  	 	3/18/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	108694	  	 VM Server Host Expansion
	  	 	4/25/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	XJD7P55N3	  	 Computers
	  	 	4/10/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	5301880327	  	 Network Backup Tapes
	  	 	3/27/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	134108913	  	 Network Backup Tapes
	  	 	3/28/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	134349703	  	 Network Backup Tapes
	  	 	4/4/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	646787	  	 Printer
	  	 	4/16/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	8100234975	  	 iPhones
	  	 	4/19/2014	  
	 10
	  	181	  	Corporate (MIS)	  	HW-C	  	9722340458	  	 iPhones
	  	 	4/18/2014	  
	
	 Equipment Location: 861 Williston Rd S. Burlington, VT 05403
	   

	 10
	  	99442	  	DXL	  	FF-S	  	013643	  	 Fixtures-Chairs
	  	 	11/26/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	47957	  	 Fixtures-Display
	  	 	11/22/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	48178	  	 Fixtures-Display
	  	 	12/12/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	48264	  	 Fixtures-Display
	  	 	12/30/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	48304	  	 Fixtures-Display
	  	 	1/28/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	48305	  	 Fixtures-Display
	  	 	1/28/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	0494080-IN	  	 Tailor Shop Equip
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	0494081-IN	  	 Tailor Shop Equip
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	19665	  	 Fixtures-Display
	  	 	12/17/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	DI 664136	  	 Fixtures-Shoe Fixtures
	  	 	1/28/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	123217	  	 Fixtures-Mannequins
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	20663	  	 Fixtures-Shelving
	  	 	3/27/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	119575	  	 Fixtures-Display
	  	 	11/25/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	119668	  	 Fixtures-Display
	  	 	12/30/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	119758	  	 Fixtures-Display
	  	 	12/30/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	120087	  	 Fixtures-Display
	  	 	1/27/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	120213	  	 Fixtures-Display
	  	 	1/28/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	038005	  	 Fixtures-Display
	  	 	12/30/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	038925	  	 Fixtures-Display
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	038931	  	 Fixtures-Display
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	038924	  	 Fixtures-Display
	  	 	2/21/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	038926	  	 Fixtures-Display
	  	 	2/21/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	LNL5912	  	 Fixtures-Headsets
	  	 	1/31/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	143980	  	 Fixtures-Shelving
	  	 	12/17/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	11-95900	  	 Fixtures-Display Cabinet
	  	 	12/17/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	36608	  	 Fixtures-Display
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	37098	  	 Fixtures-Display
	  	 	3/13/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	37148	  	 Fixtures-Display
	  	 	3/27/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	31151	  	 Fixtures-Furniture
	  	 	2/12/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	1055043	  	 Fixtures-Shoe Fixtures
	  	 	12/17/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	8515342	  	 Fixtures-Shoe Fixtures
	  	 	12/17/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	040101179	  	 Fixtures-Display Frt
	  	 	11/14/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	A27694-0	  	 Fixtures-Track
	  	 	11/6/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	304557	  	 Fixtures-Hangers
	  	 	2/3/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	0494780-IN	  	 Tailor Shop Equip
	  	 	2/7/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	101201 RI	  	 Fixtures-Ladders
	  	 	11/25/2013	  
	 10
	  	99442	  	DXL	  	EQUIP-S	  	1113020	  	 Cabling/Phones
	  	 	2/21/2014	  
	 10
	  	99442	  	DXL	  	SIGNS	  	26826	  	 Signage
	  	 	1/30/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	106601694	  	 Fixtures-Lockers
	  	 	3/7/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	106381391	  	 Fixtures-Stools
	  	 	12/27/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	106387405	  	 Fixtures-Appliances
	  	 	12/31/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	759996	  	 Fixtures-Shoe Stands
	  	 	11/22/2013	  
	 10
	  	99442	  	DXL	  	HW-S	  	5194302-B	  	 DSL
	  	 	2/4/2014	  
	 10
	  	99442	  	DXL	  	HW-S	  	5278480-F	  	 DSL
	  	 	3/6/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	059088	  	 Fixtures-Display
	  	 	1/9/2014	  
	 10
	  	99442	  	DXL	  	EQUIP-S	  	474179	  	 Music System
	  	 	1/27/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	5370402	  	 Fixtures
	  	 	11/15/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	5371167	  	 Fixtures
	  	 	11/20/2013	  
	 10
	  	99442	  	DXL	  	FF-S	  	SHW927930	  	 Fixtures
	  	 	11/11/2013	  
	 10
	  	99442	  	DXL	  	LHI-S	  	51425030	  	 Security System
	  	 	1/31/2014	  
	 10
	  	99442	  	DXL	  	LHI-S	  	51425031	  	 Security System
	  	 	1/31/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	644562	  	 Fixtures-Appliances
	  	 	1/6/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	I15769733	  	 Fixtures-Furniture Frt
	  	 	1/9/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	I15813207	  	 Fixtures-Furniture
	  	 	1/13/2014	  
	 10
	  	99442	  	DXL	  	FF-S	  	12012013	  	 Fixtures-Lighting
	  	 	12/1/2013	  

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

 

			
	Destination XL Group, Inc.
		
	By:	 	 /s/ Peter H. Stratton, Jr.

	Title:	 	 Chief Financial Officer



  

					
		 	Page 1 of 1	 	









 EXHIBIT B EQUIPMENT SECURITY NOTE NO. 17608-70013 

 

													
	STORE	  	LOCATION	 	CENTER NAME	  	ADDRESS1	 	CITY	  	ST	  	ZIP CODE
	10	  	141	 	Corporate (DC)	  	555 TURNPIKE STREET	 	CANTON	  	MA	  	02021
	10	  	181	 	Corporate (MIS)	  	555 TURNPIKE STREET	 	CANTON	  	MA	  	02021
	10	  	99442	 	DXL	  	STAPLES PLAZA 861 WILLISTON RD	 	S BURLINGTON	  	VT	  	05403

  

			
	Destination XL Group, Inc.
		
	By:	 	 /s/ Peter H. Stratton, Jr.

		
	Title:	 	 Chief Financial Officer




  

					
		 	Page 1 of 1