Frontier Airlines 2011 Annual Report Download - page 130

The parties understand and agree that the Specification may be further amended following signature of this Agreement in accordance with the
terms of this Clause 2.
2.2.1 Specification Change Notice
The Specification may be amended by written agreement between the parties in a notice, substantially in the form set out in Exhibit B-1
(each, a “Specification Change Notice” or “SCN”) and will set out the SCN’s Aircraft embodiment rank and will also set forth, in detail, the
particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Delivery Date of the
Aircraft affected thereby and on the text of the Specification. An SCN may result in an adjustment to the Base Price of the Aircraft, which
adjustment, if any, will be specified in the SCN.
2.2.2 Development Changes
The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or
ensure compliance with this Agreement (“Development Changes”), as set forth in this Clause 2.
2.2.2.1 Manufacturer Specification Changes Notices
(i) The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“ MSCN”), which will be
substantially in the form set out in Exhibit B-2 hereto, or by other appropriate means, and will set out the MSCN’s Aircraft
embodiment rank as well as, in detail, the particular change to be made to the Specification and the effect, if any, of such change on
performance, weight, Base Price of the Aircraft, Delivery Date of the Aircraft affected thereby and interchangeability or
replaceability requirements under the Specification.
(ii) Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN
will be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price,
Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the
Seller will notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer
does not notify the Seller of the rejection of the MSCN within such period, the MSCN will be deemed accepted by the Buyer and
the corresponding modification will be accomplished.
2.2.2.2 If the Seller revises the Specification to incorporate Development Changes which have no adverse effect on any of the elements identified in
Clause 2.2.2.1, such Development Change will be performed by the Seller without the Buyer’s consent.
In such cases, the Seller will provide to the Buyer the details of all changes in an adapted format and on a regular basis.
* Confidential