EX-10.5

Quantity

Description

Serial Number

See Exhibit A attached hereto

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:


Destination XL Group, Inc.
(Debtor)

By:		/s/ Dennis R. Hernreich
		Dennis R. Hernreich

Title:		EVP, COO, CFO, Treasurer, Secretary

Date:		9/30/13

This Equipment Security Note No. 17608-70005, dated as of September 30, 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:

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

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 $4,890,607.12, 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 October 30, 2013 (the “Initial Payment”) and continuing thereafter through and including September 30, 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.

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.

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:

Reference is hereby made to that certain Equipment Security Note No. 70005 issued pursuant to and incorporating the terms of Master Loan and Security Agreement dated as of July 20, 2007 (the “Loan Agreement”), by and between BANC OF AMERICA LEASING & CAPITAL, LLC (“Assignor”), and Destination XL Group, Inc. (“Borrower”).

Assignor hereby gives Borrower notice, and Borrower hereby acknowledges receipt of notice, that effective as of September 30, 2013 (the “Effective Date”), Assignor has assigned to Wells Fargo Equipment Finance, Inc., (“Assignee”), whose offices are at 733 Marquette Avenue, Seventh Floor, Ste. 700, Minneapolis, MN 55402, all rights, title, interests, obligations and liabilities of Assignor to the extent accruing on or after the Effective Date in, under and with respect to (a) Equipment Security Note No. 70005 dated September 30, 2013 executed by Borrower in favor of Assignor pursuant to the Loan Agreement (the “Assigned Note”), (b) the Loan Agreement, and (c) solely to the extent related to the indebtedness evidenced by the Assigned Note, all of the other documents, instruments, agreements, certificates and filings executed by Borrower and/or delivered to Assignor pursuant to the Loan Agreement and/or the Assigned Note (together with the Loan Agreement and Assigned Note, the “Loan Documents”). From and after the date of this Notice and Acknowledgment of Assignment, all payments now or hereafter becoming due pursuant to the Loan Documents or with respect to the collateral described in the Loan Agreement (the “Collateral”) shall be paid to Assignor as fiscal agent for Assignee provided however, upon receipt of notice from Assignee of the termination of such fiscal agency, all payments shall be paid to Assignee as directed in Assignee’s invoices.

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


Disburse To:	Amount:

Destination XL Group, Inc.	$	4,890,607.12

TOTAL Disbursement	$	4,890,607.12


Location	Address	City	County	State	ZIP

			See Exhibit B attached hereto


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


STORE	LOCATION	CENTER NAME	ADDRESS1	CITY	ST	ZIP CODE
10	99187	DXL	Rosedale Commons Shopping Center 2480 Fairview Ave. N, Space 145	ROSEVILLE	MN	55113
10	99178	DXL	Town Center Station 116 S. Independence Blvd	Virginia Beach	VA	23462
10	99396	DXL	150 Allendale Road Bldg #1, 2nd Floor	KING OF PRUSSIA	PA	19406
10	99701	DXL	6041 TOPANGA CANYON BLVD	WOODLAND HILLS	CA	91367
10	99460	DXL	11736 WEST BROAD STREET, SUITE 110 PARC PLACE AT SHORT PUMP	RICHMOND	VA	23233
10	99343	DXL	5205 CAMPBELLS RUN ROAD	PITTSBURGH	PA	15205
10	99851	DXL	12455 VICTORIA GARDENS LN STE#170	RANCHO CUCAMONGA	CA	91739
10	99486	DXL	10515 N. MO-PAC EXPRESSWAY BUILDING H	AUSTIN	TX	78759
10	99211	DXL	2472 FLATBUSH AVE	BROOKLYN	NY	11234
10	99273	DXL	3931 28TH ST SE	GRAND RAPIDS	Ml	49512
10	99482	DXL	REGENCY SQUARE 2406 WEST BRANDON BLVD	BRANDON	FL	33511
10	99383	DXL	2329 COTTMAN AVE SPACE 51	PHILADELPHIA	PA	19149
10	99513	DXL	YORK RIDGE CTR 815 GOUCHER BLVD	TOWSON	MD	21286
10	99225	DXL	CHESAPEAKE SQUARE 6718-E RITCHIE HIGHWAY	GLEN BURNIE	MD	21061
10	99428	DXL	1111 MUTUAL WAY	GRAND CHUTE (APPLETON)	WI	54913
10	99371	DXL	1730 Clements Bridge Rd	DEPTFORD	NJ	08096


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


Banc of America Leasing & Capital, LLC		Equipment Security Note Number 17608-70005


BANC OF AMERICA LEASING & CAPITAL, LLC Assignor	DESTINATION XL GROUP, INC. Borrower

By:	By:	/s/ Dennis R. Hernreich

Name:	Name:	Dennis R. Hernreich

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

WELLS FARGO EQUIPMENT FINANCE, INC. Assignee

By:

Name:

Title:


Pay Proceeds Authorization 4.1.06		Page 1 of 1