EX-10.2



 Exhibit 10.2 
  





 
  

			
	Banc of America Leasing & Capital, LLC	  	Equipment Security Note Number 17608-70011

  

This Equipment Security Note No. 17608-70011, dated as of March 28, 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 $261,363.14,
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 April 30, 2014 (the
“Initial Payment”) and continuing thereafter through and including March 31, 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 3.5000 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 $5,843.03. 

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/ David A. Levin



									
					
	Printed Name:	 	 Gina M. Cabral
	 		 	Printed Name:	 	 David A. Levin



									
					
	Title:	 	 Vice President
	 		 	Title:	 	 President and CEO



  

					
	Equipment Security Note 4.1.06	  	Page 2 of 2	  	









 EXHIBIT A TO EQUIPMENT SECURITY NOTE NO. 17608-70011 

 

																			
	Company	  	Division	 	  	Type	  	Asset Type	  	Invoice	 	  	Description	  	Insrv Date	 
	
	 Equipment Location: 9702 Quivira Road Lenexa, KS 66215
	   

	 10
	  	 	99053	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 1004 West Valley Parkway Escondido, CA 92025
	   

	 10
	  	 	99080	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 12233 Jefferson Avenue Newport News, VA 23602
	   

	 10
	  	 	99123	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 1005 Bower Street Parkway Columbia, SC 29212
	   

	10	  	 	99137	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 7620 Rivers Ave N. Charleston, SC 29406
	   

	10	  	 	99139	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 735 Providence Hwy Dedham, MA 02026
	   

	10	  	 	99160	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 242 Andover Street Peabody, MA 01960
	   

	10	  	 	99161	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 137 Alexander Ave Lake Grove, NY 11755
	   

	10	  	 	99193	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 8303 E. Kellogg Drive Wichita, KS 67207
	   

	10	  	 	99223	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 4385 Miller Road Flint, Ml 48507
	   

	10	  	 	99235	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 315 St. Clair Square Fairview Hights, IL 62208
	   

	10	  	 	99250	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 17395 Tomball Parkway Houston, TX 77070
	   

	10	  	 	99365	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 5063 Shelbyville Road Louisville, KY 40207
	   

	10	  	 	99381	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 10610 D Centrum Pkwy Pineville, NC 28134
	   

	10	  	 	99407	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 6601 Menaul Street Albuquerque, NM 87110
	   

	10	  	 	99414	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 3501 Paxton Street Harrisburg, PA 17109
	   

	10	  	 	99424	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 861 Williston Rd S. Burlington, VT 05403
	   

	10	  	 	99442	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 9492 South Dixie Hwy Miami, FL 33156
	   

	10	  	 	99491	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 1381 West Sunset Road Henderson, NV 89014
	   

	10	  	 	99720	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 13766 Jamboree Road Irvine, CA 92602
	   

	10	  	 	99723	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 5015 Tacoma Mall Blvd Tacoma, WA 98409
	   

	10	  	 	99728	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 12125 N Parker Ave Jantzen Beach, OR 97217
	   

	10	  	 	99752	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 5595 South Virginia St. Reno, NV 89502
	   

	10	  	 	99761	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 2830 W Chandler Blvd Chandler, AZ 85224
	   

	10	  	 	99778	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 4014 B Medina Rd Copley, OH 44333
	   

	10	  	 	99805	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 585 South 24 West Billings, MT 59102
	   

	10	  	 	99859	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  
	
	 Equipment Location: 10010 FM 1960 Bypass Rd West Humble. TX 77338
	   

	10	  	 	99867	  	  	DXL	  	HW-S	  	 	151684/153099	  	  	POS Registers	  	 	1/4/2014	  

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

 

			
	Destination XL Group, Inc.
		
	By:	 	 /s/ David A. Levin

	Title:	 	 David A. Levin

		 	President and CEO


  
 Page 1 of 1 








 EXHIBIT B EQUIPMENT SECURITY NOTE NO. 17608-70011 

 

																			
	STORE	 	  	LOCATION	 	  	CENTER NAME	  	ADDRESS1	  	CITY	  	ST	  	ZIP CODE	 
	 	10	  	  	 	99053	  	  	DXL	  	9702 QUIVIRA ROAD	  	LENEXA (OVERLAND PARK)	  	KS	  	 	66215	  
	 	10	  	  	 	99080	  	  	DXL	  	1004 WEST VALLEY PARKWAY UNIT 23	  	ESCONDIDO	  	CA	  	 	92025	  
	 	10	  	  	 	99123	  	  	DXL	  	12233 Jefferson Avenue Space 5 & 6	  	NEWPORT NEWS	  	VA	  	 	23602	  
	 	10	  	  	 	99137	  	  	DXL	  	1005 BOWER STREET PARKWAY	  	COLUMBIA	  	SC	  	 	29212	  
	 	10	  	  	 	99139	  	  	DXL	  	NORTHWOODS MARKET PLACE 7620 RIVERS AVE UNIT 120	  	N. CHARLESTON	  	SC	  	 	29406	  
	 	10	  	  	 	99160	  	  	DXL	  	DEDHAM MARKETPLACE 735 PROVIDENCE HWY	  	DEDHAM	  	MA	  	 	02026	  
	 	10	  	  	 	99161	  	  	DXL	  	242 ANDOVER STREET	  	PEABODY	  	MA	  	 	01960	  
	 	10	  	  	 	99193	  	  	DXL	  	SMITH GROVE SHOPPING CENTER 137 ALEXANDER AVENUE SPACE 5 & 6	  	LAKE GROVE (CENTEREACH)	  	NY	  	 	11755	  
	 	10	  	  	 	99223	  	  	DXL	  	8303 E. KELLOGG DRIVE	  	WICHITA	  	KS	  	 	67207	  
	 	10	  	  	 	99235	  	  	DXL	  	4385 MILLER ROAD	  	FLINT	  	Ml	  	 	48507	  
	 	10	  	  	 	99250	  	  	DXL	  	ST CLAIR SQUARE 315 ST CLAIR SQUARE UNIT 221A	  	FAIRVIEW HEIGHTS	  	IL	  	 	62208	  
	 	10	  	  	 	99365	  	  	DXL	  	WILLOWBROOK PLAZA 17395 TOMBALL PARKWAY SPACE 3B	  	HOUSTON (WILLOWBROOK)	  	TX	  	 	77070	  
	 	10	  	  	 	99381	  	  	DXL	  	5063 Shelbyville Road	  	LOUISVILLE	  	KY	  	 	40207	  
	 	10	  	  	 	99407	  	  	DXL	  	10610 D CENTRUM PKWY	  	PINEVILLE (CENTRUM)	  	NC	  	 	28134	  
	 	10	  	  	 	99414	  	  	DXL	  	6601 MENAUL STREET	  	ALBUQUERQUE	  	NM	  	 	87110	  
	 	10	  	  	 	99424	  	  	DXL	  	3501 PAXTON STREET G12	  	HARRISBURG	  	PA	  	 	17109	  
	 	10	  	  	 	99442	  	  	DXL	  	STAPLES PLAZA 861 WILLISTON RD	  	S BURLINGTON	  	VT	  	 	05403	  
	 	10	  	  	 	99491	  	  	DXL	  	9492 SOUTH DIXIE HWY	  	MIAMI	  	FL	  	 	33156	  
	 	10	  	  	 	99720	  	  	DXL	  	1381 WEST SUNSET ROAD	  	HENDERSON	  	NV	  	 	89014	  
	 	10	  	  	 	99723	  	  	DXL	  	13766 JAMBOREE ROAD	  	IRVINE (TUSTIN)	  	CA	  	 	92602	  
	 	10	  	  	 	99728	  	  	DXL	  	5015 TACOMA MALL BOULEVARD	  	TACOMA	  	WA	  	 	98409	  
	 	10	  	  	 	99752	  	  	DXL	  	JANTZEN BEACH CENTER 12125 N PARKER AVE	  	JANTZEN BEACH (PORTLAND)	  	OR	  	 	97217	  
	 	10	  	  	 	99761	  	  	DXL	  	5595 SOUTH VIRGINIA ST SUITE A	  	RENO	  	NV	  	 	89502	  
	 	10	  	  	 	99778	  	  	DXL	  	2830 W CHANDLER BLVD	  	CHANDLER	  	AZ	  	 	85224	  
	 	10	  	  	 	99805	  	  	DXL	  	4014 B MEDINA RD	  	COPLEY (FAIRLAWN)	  	OH	  	 	44333	  
	 	10	  	  	 	99859	  	  	DXL	  	585 SOUTH 24 WEST	  	BILLINGS	  	MT	  	 	59102	  
	 	10	  	  	 	99867	  	  	DXL	  	HUMBLEWOOD SHOPPING CENTER 10010 FM 1960 BYPASS ROAD WEST	  	HUMBLE	  	TX	  	 	77338	  

  

			
	Destination XL Group, Inc.
		
	By:	 	 /s/ David A. Levin

		
	Title:	 	 David A. Levin

		 	President and CEO


  
 Page 1 of 1