Item 2.03. Creation of a Direct Financial Obligation or an Obligation under


           an Off-Balance Sheet Arrangement of a Registrant.


On November 4, 2020, Potbelly Corporation (the "Company") entered into Amendment No. 4 (the "Amendment") to the second amended and restated revolving credit facility agreement with JPMorgan Chase Bank, N.A. and the other entities party thereto. The Amendment (i) reduces the periodic minimum liquidity level requirement for the Company through February 28, 2022 from a range of $25.0 million to $37.5 million to a range of $23.0 million to $37.5 million and (ii) adjusts the benchmark replacement rate.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.




Exhibit
  No.                                    Description
10.1          Amendment No. 4, dated November 4, 2020, to Second Amended and
            Restated Credit Agreement, dated as of August 7, 2019, among Potbelly
            Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders
            party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and
            J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead
            Arranger

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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