Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Material Sciences Corporation ("MSC") is seeking to sell its facility located at 2200 East Pratt Blvd., Elk Grove Village, Illinois (the "Facility"). MSC believes the existence of a long-term lease on the Facility will enhance its value and MSC's ability to sell the Facility to an investor.

On July 23, 2012, MSC entered into a lease agreement (the "Lease") with Main Steel Polishing Company, Inc. ("Main Steel") covering approximately 240,000 square feet of the 280,000 square foot Facility. The Lease will eventually include all of the production area and approximately one half of the office area of the Facility. The corporate offices of MSC will continue to occupy the remaining office area not under lease. The Lease contains an initial 15-year term and provides Main Steel with two five year options to extend the Lease. The Lease covers space currently occupied by two lessees who have agreed to vacate the Facility within the next ten months. The Lease provides for monthly payments with aggregate payments over the initial term of the Lease of approximately $17.5 million. Main Steel is responsible for its proportionate share of operating expenses, real estate taxes and insurance on the Facility.

---