JPMORGAN CHASE BANK, N.A. FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

Execution Copy

JPMORGAN CHASE BANK, N.A.

FIRST AMENDMENT TO CREDIT AGREEMENT

(With Consent)

THIS AMENDMENT TO CREDIT AGREEMENT ( this “Amendment” ) is made as of this 28 ^th day of May, 2009 by and between JPMORGAN CHASE BANK, N.A., a national bank ( “Lender” ), MATERIAL SCIENCES CORPORATION, a Delaware corporation ( “Borrower” ), and each of the other Loan Parties signatory hereto, and has reference to the following facts and circumstances:

WHEREAS, on May 12, 2008, the Borrower and the other Loan Parties executed and delivered to Lender a Credit Agreement ( “Credit Agreement” ) which set forth the terms and conditions of Lender’s extension of credit to Borrower; and

WHEREAS, at the same time, Borrower executed and delivered to Lender its Revolving Loan Note ( the “Note” ) in the maximum principal amount of $15,000,000.00 to evidence amounts available to be loaned to Borrower pursuant to the Credit Agreement, which Note has a scheduled Maturity Date of May 12, 2011; and

WHEREAS, pursuant to certain Collateral Documents including, without limitation, Security Agreements, each of which was dated as of May 12, 2008, the Loan Parties granted Liens upon certain Collateral as security for the repayment of the Secured Obligations; and

WHEREAS, MSC Walbridge Coatings, Inc. ( “Supplier” ), has requested that Lender consent to its entry into a “Supplier Purchase Agreement” dated as of April 24, 2009 with GM Supplier Receivables LLC, a Delaware limited liability company ( “GM Purchaser” ) and Citibank, N.A., a national banking association ( “Citibank” ) pursuant to which Supplier will (a) sell certain Accounts to Purchaser (the “GM Receivables” ), and (b) grant a security interest in such GM Receivables to GM Purchaser; and

WHEREAS, in order for Supplier to participate in the Supplier Purchase Agreement, the Loan Parties have requested that the Lender enter into a “Lien Priority Agreement,” the form of which is attached hereto as Exhibit A; and

WHEREAS, Borrower may, in the future, enter into an Agreement (the “Chrysler Purchase Agreement ”) in form and substance substantially similar to the Supplier Purchase Agreement relative to Accounts due from Chrysler, LLC, ( “Chrysler Receivables” ), pursuant to which, (i) the applicable Loan Party will sell the Chrysler Receivables to an affiliate of Chrysler (the “Chrysler Purchase ”], (ii) grant a security interest in such Chrysler Receivables to Chrysler Purchaser and (iii) which would also require Lender to enter into an agreement substantially similar to the Lien Priority Agreement with the purchaser of the Chrysler Purchaser (the “Chrysler Lien priority Agreement” ]; and

WHEREAS, certain provisions in the Credit Agreement and the Security Agreements prohibit the sale of Accounts or the granting of a security interest in Accounts by Loan Parties without the express written consent of Lender; and

WHEREAS, Lender is willing to consent to the execution of the Supplier Purchase Agreement and the Chrysler Purchase Agreement and is willing to execute the Lien Priority Agreement and the Chrysler Lien Priority Agreement, but only on the terms, and subject to the conditions, hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1.

AMENDMENTS AND AGREEMENTS

Section 1.1 Notwithstanding the provisions of Section 4.1(d) of the Security Agreements and Section 6.02 of the Credit Agreement, Lender hereby consents to the execution and performance of the Supplier Purchase Agreement and waives any Event of Default that has occurred and may be continuing as a result of any Loan Party entering into the Supplier Purchase Agreement prior to the date hereof. Lender further agrees to execute and deliver the Lien Priority Agreement to Borrower concurrently with the execution of this Amendment.

Section 1.2 Notwithstanding the provisions of Section 4.1(d) of the Security Agreements and Section 6.02 of the Credit Agreement, Lender hereby consents to the execution and performance by any Loan Party of the Chrysler Purchase Agreement. Lender further agrees to execute and deliver the Chrysler Priority Agreement promptly upon request by Borrower.

Section 1.3 (a) Notwithstanding the provisions of Section 4.l(e) of the Security Agreements, Lender hereby consents to the creation of the security interest provided for in Section 2.3(c) of the Supplier Purchase Agreement, which security interest shall be limited to the GM Receivables only and shall not include any other Collateral. (b) Notwithstanding the provisions of Section 4.l(e) of the Security Agreements, Lender hereby consents to the creation of the security interest provided for in the Chrysler Purchase Agreement, which security interest shall be limited to the Chrysler Receivables only and shall not include any other Collateral.

Section 1.4 Notwithstanding the provisions of Section 4.l(f) of the Security Agreements, Lender hereby consents to (a) the filing of a Uniform Commercial Code Financing Statement by the GM Purchaser, in accordance with Section 5.3(g) of the Supplier Purchase Agreement, provided that such financing statement shall be limited to the Receivables owing to Supplier by an OEM Party and (b) the filing of a Uniform Commercial Code Financing Statement by Chrysler Purchaser in accordance with the Chrysler Purchase Agreement provided that such financing statement shall be limited to the Chrysler Receivables.

JPMorgan Chase Bank, N.A.

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Section 1.5 All payments made to the Supplier pursuant to the Supplier Purchase Agreement shall be made to a Designated Account as provided in Section 2.4 of the Supplier Purchase Agreement, which Designated Account shall be maintained with Lender.

Section 1.6 From and after the date hereof, Accounts due and payable to the Loan Parties, or any of them, by General Motors Corporation, a Delaware corporation or by Saturn Corporation shall under no circumstances be considered an “Eligible Account” for purposes of the Credit Agreement.

Section 1.7 The definition of “Revolving Commitment” in the Credit Agreement is hereby amended and restated to hereafter read as follows:

“‘ Revolving Commitment ’ means the commitment of the Lender to make Revolving Loans and Letters of Credit hereunder. The amount of the Lender’s Revolving Commitment is Ten Million and No/100 Dollars ( $10,000,000.00 ).”

Section 1.8 From and after the date hereof, to the extent that the aggregate amount of Accounts owing from Ford Motor Company and its Affiliates to the Loan Parties exceed fifteen percent ( 15% ) of the aggregate Eligible Accounts, the excess portion of such Accounts shall be deemed ineligible. The percentage of Ford Motor Company Accounts relative to the aggregate Eligible Accounts may be further modified by Lender from time to time in Lender’s Permitted Discretion.

Section 1.9 The definition of “Permitted Encumbrances” in the Credit Agreement is hereby amended by adding a new subsection (g) which shall provide as follows:

“(g) (i) Liens granted by MSC Walbridge Coatings, Inc. in favor of GM Supplier Receivables LLC, a Delaware limited liability company, in accounts, instruments, documents, contract rights, general intangibles and chattel paper ( as such terms are defined in the Uniform Commercial Code in effect in the State of New York ), and all other forms of obligation owing to MSC Walbridge Coatings Inc. by General Motors Corporation or by Saturn Corporation, whether now existing or hereafter created, and proceeds thereof and (ii) at any time after a Loan Party has entered into the Chrysler Purchase Agreement, Liens granted by a Loan Party pursuant thereto in favor of an Chrysler, LLC or any of its affiliates in accounts, instruments, documents, contract rights, general intangibles and chattel paper ( as such terms are defined in the Uniform Commercial Code in effect in the State of New York ), and all other forms of obligation owing to such Loan Party by Chrysler, LLC or its affiliates, whether now existing or hereafter created, and proceeds thereof.”

JPMorgan Chase Bank, N.A.

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Section 1.10 Section 5.01 of the Credit Agreement ( “Financial Statements; Borrowing Base and Other Information ”) is hereby amended by (i) deleting the existing subsection (j) thereof in its entirety and (ii) deleting the term “30 days” from subsection (c) and replacing that with the term “40 days.” Beginning as of the month of May, 2009, Borrower shall furnish to Lender the documents and information required pursuant to subsections (c), as amended herein, (e), and (f) of Section 5.01 at the times provided in said subsections.

Section 1.11 Section 5.01 of the Credit Agreement is further amended by deleting the word “and” at the end of subsection (h), changing subsection “(i)” to “(j)” and adding a new subsection (i) as follows:

“(i) As soon as available, but in any event not later than the last day of each fiscal year of the Borrower, a copy of the plan and forecast ( including a projected consolidated and consolidating balance sheet, income statement and funds flow statement ) of the Borrower and its subsidiaries for each month of the upcoming fiscal year ( the “Projections” ) in form reasonably satisfactory to the Lender; and”

Section 1.12 Section 6.05 of the Credit Agreement ( “Asset Sales” ) is hereby amended by deleting subsection (g) thereof, and replacing same with the following:

“(g) So long as no Revolving Loans are outstanding under this Agreement, sales, transfers and other dispositions of assets ( other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold ) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed Five Million and No/100 Dollars ( $5,000,000.00 ) during the initial term of this Agreement; and”

Section 1.13 A new section 6.12 ( “Minimum Availability” ) is hereby added to the Credit Agreement, which section shall be effective as of June 1, 2009 and shall provide as follows:

“SECTION 6.12. Minimum Availability . At no time during the term of this Agreement shall Availability be less than One Million and No/100 Dollars ( $1,000,000.00 ).”

Section 1.14 The obligation of the Lender to make Revolving Loans and to perform the amendments contemplated herein, and the effectiveness of this Amendment and the consents granted herein, is subject to satisfaction of the following conditions precedent:

JPMorgan Chase Bank, N.A.

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Section 1.15 Additionally, from and after the date on which a Loan Party becomes party to the Chrysler Purchase Agreement, if ever, the effectiveness of the amendment set forth in section 1.9(g)(ii) hereof and the effectiveness of the consents set forth in sections 1.2, 1.3(b) and 1.4(b) hereof are subject to receipt and satisfactory review by Lender of the Chrysler Purchaser Agreement (it being agreed that the form Chrysler Purchase Agreement attached hereto as Exhibit B is satisfactory).

ARTICLE 2.

SECURITY

Section 2.1 Borrower hereby represents and warrants to Lender that all security interests, liens and encumbrances granted by the Loan Parties to Lender to secure the repayment of the Secured Obligations shall continue in full force and effect and shall secure the repayment of all of the Secured Obligations including the Secured Obligations evidenced by the First Amended Revolving Loan Note and any renewals, substitutions, or replacements thereof.

ARTICLE 3.

MISCELLANEOUS

Section 3.1 This Amendment shall be binding upon and inure to the benefit of the successors and assigns of Borrower, the other Loan Parties and Lender.

JPMorgan Chase Bank, N.A.

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Section 3.2 Nothing contained in this Amendment shall be construed or interpreted or is intended as a waiver of or limitation on any rights, powers, privileges or remedies that the Lender has or may have under the Credit Agreement or any other Loan Document or applicable law on account of any Default or Event of Default.

Section 3.3 Borrower and each other Loan Party hereby represent and warrant as of the date hereof that, after giving effect to this Amendment, (a) no Default or Event of Default has occurred and is continuing and (b) all representations and warranties contained in the Loan Documents ( with such term being deemed to include this Amendment and the Credit Agreement ) are true and correct in all material respects with the same effect as if made on and as of such date, except to the extent any such representations and warranties relate to a specific date, in which case such representations and warranties shall be deemed true and correct in all material respects on and as of such date.

Section 3.4 Borrower and the other Loan Parties hereby expressly reaffirm each of the covenants made by them in the Credit Agreement and other Loan Documents ( in each case, as amended or otherwise modified as set forth in this Amendment ).

Section 3.5 Each Loan Guarantor hereby (i) consents to the transactions contemplated hereby and (ii) acknowledges and agrees that the Loan Guaranty set forth in Article IX of the Credit Agreement ( and all security therefor ) and all other Loan Documents previously executed by them are, and shall remain, in full force and effect after giving effect to this Amendment to the Credit Agreement.

Section 3.6 This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts ( which may include counterparts delivered by facsimile transmission or electronic mail ) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Any executed counterpart delivered by facsimile transmission or electronic mail shall be effective for all purposes hereof.

Section 3.7 Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect. The Credit Agreement, as amended hereby, the Loan Documents and all rights and powers created thereby and hereunder or under such Loan Documents, are in all respects ratified and confirmed. From and after the date hereof, the Credit Agreement shall be deemed to be amended and modified as herein provided but, except as so amended and modified, the Credit Agreement shall continue in full force and effect and the Credit Agreement and this Amendment shall be read, taken and construed as one and the same instrument. On and after the date hereof, the term “Agreement” as used in the Credit Agreement and all other references to the “Agreement” therein, in any other instrument, document or writing executed by the Loan Parties or furnished to Lender by the Loan Parties in connection therewith or herewith shall mean the Credit Agreement, as amended by this Amendment.

JPMorgan Chase Bank, N.A.

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Section 3.8 This Amendment and all other documents required hereunder to be executed by Borrower and the other Loan Parties and delivered to Lender have been duly authorized, executed and delivered on the Loan Parties’ behalf pursuant to all requisite corporate authority and this Amendment and each of the other documents required hereunder to be executed and delivered by the Loan Parties to Lender constitute the legal, valid and binding obligations of Borrower and the other Loan Parties enforceable in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor’s rights.

Section 3.9 The Loan Parties hereby acknowledge and agree that they have no defense, offset or counterclaim to the payment of principal, interest, fees or other Secured Obligations owing under the Credit Agreement and hereby waive and relinquish any such defense, offset or counterclaim they might otherwise claim to have and hereby release Lender and its respective officers, directors, agents, affiliates, successors and assigns from any claim, demand or cause of action, known or unknown, contingent or liquidated, which may exist or hereafter be known to exist relating to any matter arising in connection with the Credit Agreement or the Loan Documents or the administration thereof prior to the date hereof.

Section 3.10 Except as otherwise specified herein, this Amendment embodies the entire agreement and understanding between Lender and Borrower with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

Section 3.11 The recitals set forth at the beginning of this Amendment are true in all material respects and constitute an integral part of this Amendment.

Section 3.12 This Amendment shall be governed and controlled by the laws of the State of Illinois.

Section 3.13 Any capitalized term used herein, but not specifically defined or amended herein, shall have the meaning assigned to it in the Credit Agreement.

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JPMorgan Chase Bank, N.A.

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year specified at the beginning hereof.