SECOND AMENDMENT TO BUILDING LEASE AND SUBLEASE

EXHIBIT 10.4

SECOND AMENDMENT TO BUILDING LEASE AND SUBLEASE

This Amendment is made as of July 30, 2008 between CAPSTONE PF LLC, a Washington limited liability company (“Landlord”), and KORRY ELECTRONICS CO., a Delaware corporation (“Tenant”).

RECITALS:

A. Landlord and Tenant entered into a Building Lease and Sublease dated as of March 26, 2008, as amended by a First Amendment to Building Lease and Sublease dated as of June 25, 2008, pursuant to which Tenant agreed to lease from Landlord certain premises to be constructed by Landlord as more particularly described in the Lease. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to them in the Lease.

B. The obligations of Tenant under the Lease are guaranteed by Esterline Technologies Corporation, a Delaware corporation (“Guarantor”), pursuant to a Guaranty of Lease dated as of March 26, 2008 (the “Guaranty”).

C. Landlord and Tenant have agreed to modify certain provisions of the Lease, as provided below.

AGREEMENT:

For and in consideration of the mutual covenants in this Amendment, and the mutual covenants in the Lease, Landlord and Tenant agree as follows:

1. Commencement Date . Section 1.3 of the Lease is amended to read as follows:

The term of this Lease shall commence on the date (the “Commencement Date”) on which Landlord has achieved “Substantial Completion” of the “Base Building Improvements” (as such terms are defined in the Workletter), and shall continue for a period of thirty (30) years thereafter, unless sooner terminated or extended in accordance with the terms of this Lease.

2. Prepaid Rent . The last sentence in Section 1.6 of the Lease is amended to read as follows:

So long as Tenant is not in default under this Lease, this Prepaid Rent shall be applied to the Minimum Rent payable by Tenant for the first month following the Commencement Date.

3. Ground Lease . The parties acknowledge that the Ground Lease has been executed by the County and the termination right in Section 3.1 of the Lease is no longer applicable.

4. Delivery of Premises . Section 7.1 of the Lease is amended to read as follows:

Subject to delays for “Force Majeure” (as defined in Section 17.10) and “Tenant Delays” (as defined in the Workletter), Landlord shall promptly commence, and diligently pursue in good faith to completion, the Work described in the Workletter. Landlord shall use reasonable efforts to complete the Work on or before the “Anticipated Occupancy Date” (as defined in the Workletter), and shall deliver the Premises to Tenant when the Work is Substantially Complete in accordance with the terms of the Workletter. If Landlord fails to deliver the Premises to Tenant with the Work Substantially Complete by the Anticipated Occupancy Date, and the cause of the delay is not a Tenant Delay or a delay resulting from Force Majeure, Tenant will be entitled to rent abatement and certain other remedies as more fully described in Paragraph 4(b) of the Workletter. If for any reason other than a Tenant Delay, Landlord fails to deliver the Premises to Tenant with the Work Substantially Complete by June 30, 2010, then Tenant may elect to terminate this Lease by giving written notice to Landlord at any time prior to the date Landlord notifies Tenant in writing that the Work is Substantially Complete.

5. Option to Purchase . The following section is added to the Lease as new Section 10.6:

10.6. Option to Purchase.

(a) Option to Purchase . Landlord grants to Tenant an option (the “Purchase Option”) to purchase the Building and associated improvements, together with Landlord’s interest in the Ground Lease (collectively, the “Property”), all subject to the terms of this Section 10.6. Tenant may exercise the Purchase Option by delivering written notice of its exercise (the “Purchase Option Notice”) to Landlord during the period beginning on the date that is the fifth (5 ^th ) anniversary of the Commencement Date and ending at 5:00 pm, Pacific Time, thirty (30) days later (the “Option Exercise Period” ). Landlord has certain rights to accelerate the date of the Option Exercise Period as set forth in Section 10.6(b) below. It shall be a condition precedent to Tenant’s right to exercise the Purchase Option that (i) this Lease shall be in full force and effect at the time of delivery of Tenant’s Purchase Option Notice, and (ii) both at the time of delivery of Tenant’s Purchase Option Notice and at the time designated for closing there shall not then exist any default on the part of Tenant under this Lease which remains uncured after the expiration of applicable notice and cure periods. Any election by Tenant not to exercise a duly granted Offer Right under Section 10.5 of this Lease, and any sale of the Property by Landlord to a third party under Section 10.5 as a result of Tenant’s election not to exercise its Offer Right, shall not affect or invalidate any of Tenant’s rights under this Section 10.6, all of which shall continue in full force and effect.

(b) Landlord’s Right to Accelerate Option Exercise Period . Landlord shall have the right to notify Tenant that the Option Exercise Period shall be accelerated, upon giving Tenant written notice thirty (30) days prior to the date Landlord wishes the Option Exercise Period to commence

(“Acceleration Notice”). If an Acceleration Notice is given by Landlord, the accelerated Option Exercise Period (“Accelerated Option Exercise Period”) shall commence thirty (30) days thereafter. If an Acceleration Notice is given by Landlord prior to the third (3rd) anniversary of the Commencement Date and Tenant does not exercise the Purchase Option during the Accelerated Option Exercise Period, then the Purchase Option shall remain in full force and effect, and Tenant may still exercise the Purchase Option as described in Section 10.6(a) during the original Option Exercise Period. If an Acceleration Notice is given by Landlord on or after the third (3rd) anniversary of the Commencement Date and Tenant does not exercise the Purchase Option during the Accelerated Option Exercise Period, then the Purchase Option shall be deemed to have been waived and surrendered by Tenant and shall no longer be in force or effect.

(c) Purchase Option Price .

(i) The purchase price for the Property (the “Purchase Price”) shall be the Fair Market Value (as defined below) of the Property; provided, however, that if Landlord shall then have a first mortgage loan in place secured by the Property, the Purchase Price shall not be less than the amount necessary to pay off such loan (exclusive of prepayment fees and charges, which shall be paid by Landlord at its sole cost). As used herein, the term “Fair Market Value” shall mean the price that a willing seller could obtain from a willing, third party purchaser of the Property in an arms-length transaction, neither party being under any compulsion to complete the purchase and sale of the Property, taking into account the location, size, type and quality of the Properly, and all other factors that would be relevant to a third party desiring to purchase the Property in determining the purchase price that party would be willing to pay therefor. Excluded from the calculation of the Fair Market Value of the Property shall be the value of any improvements, alterations, fixtures and other property that were part of the Tenant’s Improvements or that were otherwise constructed or installed at Tenant’s expense.

(ii) If Landlord and Tenant shall not have agreed on the Fair Market Value of the Property within thirty (30) days after Tenant shall have exercised the Purchase Option, each party shall, within the following twenty (20) days, select a neutral, licensed and qualified investment sales broker (a “Broker”), with experience in commercial real estate activities, including at least ten (10) years’ experience in selling and/or buying commercial/industrial property in the greater Everett or Seattle, Washington, metropolitan areas, who is not a current or former employee of either Landlord or Tenant (or a relative of any such employee), and is not currently and has not previously been engaged by either Landlord or Tenant in connection with the sale, purchase or leasing of any other property. If only one party selects a Broker during such twenty (20) day period, that Broker shall determine the Fair Market Value. If two Brokers are so chosen and they fail to agree on the Fair Market Value of the Property within thirty (30) days after the date of the last Broker’s selection, then they shall together select a neutral and similarly qualified third Broker (the “Neutral Broker”). If the two

Brokers fail to agree on a Neutral Broker within ten (10) days after expiration of the thirty (30) day period, then either party, on behalf of both, may apply to the then presiding judge of the Superior Court of Snohomish County for the selection of the Neutral Broker. Within seven (7) days after the selection of the Neutral Broker, the parties’ respective Brokers shall exchange their proposed resolutions of the Fair Market Value. The role of the Neutral Broker shall be to select, within thirty (30) days thereafter, which of the two proposed resolutions most closely approximates his or her determination of Fair Market Value. The Neutral Broker shall have no authority or right to propose a middle ground or any modification of either of the two proposed resolutions. The resolution chosen by the Neutral Broker as most closely approximating his or her determination shall constitute the Fair Market Value of the Property and shall be final and binding upon the parties. The Neutral Broker’s determination shall be given in writing to Landlord and Tenant. Each party shall pay the cost of its own appraiser and one-half of the cost of the Neutral Broker.

(d) Title Inspection . Within ten (10) business days after receipt of the Purchase Option Notice, Landlord shall order a preliminary commitment for an extended owner’s policy of title insurance for the Property (the “Preliminary Commitment”) from Transnation Title Insurance Company (or another title insurance company reasonably acceptable to both parties) in Seattle, Washington (the “Title Company”). Landlord shall deliver a copy of the Preliminary Commitment to Tenant promptly upon receipt of same. Within ten (10) business days after Tenant’s receipt of the Preliminary Commitment, Tenant shall notify Landlord, in writing, of any defects or encumbrances set forth in the Preliminary Commitment to which Tenant objects, and if Tenant does not timely object, Tenant shall be deemed to have approved all matters contained in the Preliminary Commitment. Within ten (10) business days of receiving Tenant’s objection notice (if any), Landlord shall give written notice to Tenant specifying which, if any, of the defects and/or encumbrances to which Tenant objects Landlord will cure prior to the closing of the sale. Within five (5) business days after receiving Landlord’s notice specifying which, if any, defects or encumbrances Landlord will cure prior to closing, Tenant must deliver written notice to Landlord of Tenant’s election to either (i) proceed with the purchase of the Property despite any remaining defects and/or encumbrances on the title (the “Permitted Encumbrances”), or (ii) terminate the purchase of the Property due to Tenant’s dissatisfaction with the condition of title, and thereby terminate its Purchase Option. If Tenant fails to deliver notice of its election to either proceed with or terminate the sale within such five (5) business day period, Tenant shall be deemed to have elected to terminate its purchase of the Property. If Tenant elects to terminate its purchase of the Property or Tenant is deemed to have elected to terminate its purchase of the Property, the Purchase Option shall terminate and expire without further action by either party, and this Lease shall continue in full force and effect.

(e) Closing .

(i) Closing Date . The closing of the sale shall occur through escrow, with the escrow department of the Title Company, on the date that is four (4) weeks after the final determination of the Purchase Price (the “Closing Date”).

(ii) Conveyance . Landlord shall convey the Property to Tenant by (A) a duly executed and acknowledged bargain and sale deed as to the Building and associated improvements, subject only to the Permitted Encumbrances (the “Deed”), and (B) a duly executed and acknowledged Assignment and Assumption of Ground Lease, in form and substance reasonably satisfactory to Landlord and Tenant (“Assignment and Assumption of Ground Lease”).

(iii) Escrow Deposits .

(1) Landlord’s Escrow Deposits . On or before the Closing Date, Landlord shall deposit into escrow the following: (A) the duly executed and acknowledged Deed; (B) a duly executed and completed Real Estate Excise Tax Affidavit, in the form required by Washington law; (C) two originals of a duly executed and acknowledged Assignment and Assumption of Ground Lease; (D) written consent from the landlord under the Ground Lease to the assignment thereof to Tenant, if required by the terms of the Ground Lease; (E) a duly executed and completed nonforeign affidavit, certifying that Landlord is not a foreign person as such term is defined by the Internal Revenue Code; and (F) all other documents, instruments or agreements as are reasonably required by the escrow holder to close the escrow and consummate the sale of the Property in accordance with the provisions of this Section 10.6.

(2) Tenant’s Escrow Deposits . On or before the Closing Date, Tenant shall deposit into escrow the following: (A) immediately available U.S. funds sufficient to pay the full Purchase Price plus Tenant’s share of the closing costs; (B) a duly executed and completed Real Estate Excise Tax Affidavit, in the form required by Washington law; (C) two originals of an executed and acknowledged Assignment of Ground Lease, and (D) all other documents, instruments or agreements as are reasonably required by the escrow holder to close the escrow and consummate the sale of the Property in accordance with the provisions of this Section 10.6.

(iv) Closing Costs . Through escrow at closing, Landlord shall pay (A) the premium for the standard coverage portion of the owner’s title policy insuring title to the Property in Tenant in the amount of the Purchase Price, plus sales tax on that premium; (B) one half of the escrow agent’s escrow fee, and (C) the State of Washington Real Estate Excise Tax due upon the conveyance of the Property. Through escrow at closing, Tenant shall pay (A) the cost of recording the conveyance of the Property, (B) one half of the escrow

agent’s escrow fee, and (C) the cost differential between the premium for any extended title coverage and/or endorsements requested by Tenant, and the premium paid by Landlord for the standard coverage policy, plus the sales tax on that cost differential. Each party shall bear its own legal fees incurred in connection with the sale. At closing, the parties shall prorate and make appropriate adjustments for real estate taxes, rents, and all amounts prepaid by Tenant prior to closing, and shall make other appropriate closing prorations.

6. Minimum Rent . The reference to “Section 4.2(a)” of the Lease in Paragraph 2 of the First Amendment to the Lease should have been a reference to “Section 4.1(a)” of the Lease.

7. Abatement of Rent . The rent abatement provided for in Section 11.2 of the Lease shall terminate when the Base Building Improvements are restored.

8. Workletter . The Workletter attached to the Lease as Exhibit D is hereby replaced by Exhibit D to this Amendment.

9. Schedule . The Design and Construction Schedule attached to the Lease as Exhibit D-2 is hereby replaced by Exhibit D-2 to this Amendment.

10. Guaranty . By executing this Amendment below, Guarantor hereby consents to the amendments to the Lease provided for in this Amendment and confirms and ratifies its obligations under the Guaranty.

11. No Other Changes . Except as expressly amended or modified pursuant to this Amendment, all of the terms and conditions of the Lease are hereby ratified and affirmed and shall remain in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original but all of which together will constitute one and the same agreement.

Dated as of the day and year first written above.

[signatures of Tenant and Guarantor on next page]

On this 31 ^st day of July, 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared Kirk Johnson , known to me to be the sole member of CBIL Group, LLC , an authorized member of Capstone Partners NW LLC , the manager of CAPSTONE PF LLC , a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.

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