<PAGE>
PPG Graphic
PPG INDUSTRIES
PPG Industries, Inc.
440 College Park Drive
Monroeville, Pennsylvania 15146 USA
Telephone (724) 325-5903
Fax (724) 325-5940
elias@ppg.com
RICHARD C. ELIAS
Vice President, Optical Products
December 22, 2004
UDC/PPG CONFIDENTIAL
Mr. Steven V. Abramson
President
Universal Display Corporation
375 Phillips Boulevard
Ewing, NJ 08618
RE: First
Amendment of the SUPPLY AGREEMENT which was entered into and
effective October 1, 2000 by and between PPG INDUSTRIES, INC.
("PPG"),
and UNIVERSAL DISPLAY CORPORATION ("UDC") ("Supply Agreement")
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Dear Mr. Abramson:
The purpose of this letter is to amend the
Supply Agreement, as set forth
herein. It is the intention of the parties
to negotiate and execute, on or
before [The confidential material contained
herein has been omitted and has been
separately filed with the Commission.], a
new OLED Services Agreement for the
period 2006 through The confidential
material contained herein has been omitted
and has been separately filed with the
Commission.], which will supercede both
the Supply Agreement and the Development
and License Agreement entered into by
the parties effective as of October 1,
2000, as amended ("Development & License
Agreement"). The parties desire to amend
the Supply Agreement in order to
provide additional time in which to
negotiate the new OLED Services Agreement.
Therefore, intending to be legally bound,
PPG and UDC hereby agree to this First
Amendment of the Supply Agreement,
effective on January 1, 2005. Except as
expressly set forth herein, all capitalized
terms have the meanings given in the
Supply Agreement. Except as expressly set
forth herein, the Supply Agreement
shall remain unchanged and shall continue
in full force and effect.
<PAGE>
Steven V. Abramson, President
UDC/PPG CONFIDENTIAL
Universal Display Corporation
December 22, 2004
Page 2
1. Article 1.4 of the Supply
Agreement is amended and restated as follows:
1.4 "Cost Margin Percentage" means
60%.
2. Article 5 of the Supply
Agreement is amended by adding new Article 5.1.1,
as follows:
5.1.1
Notwithstanding anything to the contrary in this Agreement, PPG
shall
submit invoices to UDC for:
(a) Costs associated with PPG's
development, as requested by UDC, of
processes to produce OLED materials for the supply of
Developmental
Chemicals under the Development & License Agreement and/or
Products
under this Agreement ("Process Development Charge") as specified
in
Schedule 5.1.1 attached hereto and incorporated by reference
herein.
Charges for such costs shall be reported to UDC monthly and
invoiced
quarterly, within [The confidential material contained herein has
been
omitted and has been separately filed with the Commission.] days
of
the close of the calendar quarter;
(b) The portion, if any, of PPG's 2005
cumulative out-of-pocket
environment, health and safety costs required for the production
and
shipment of OLED materials, including without limitation
out-of-pocket
costs for product environmental, health and safety testing and
TSCA
registration and registration for importation into foreign
countries,
that exceeds [The confidential material contained herein has
been
omitted and has been separately filed with the Commission.]. PPG
shall
notify UDC in advance of the expected costs of undertaking
these
activities. Invoices for such costs shall be submitted to UDC
within
[The confidential material contained herein has been omitted and
has
been separately filed with the Commission.] days following the
close
of each calendar month beginning with the cal
