RATIFICATION AGREEMENT AND RELEASE

EXHIBIT 10.139

RATIFICATION AGREEMENT AND RELEASE

      RATIFICATION AGREEMENT AND RELEASE , dated as of April 20, 2006 (this “ Agreement ”), among LJH, LTD., a Texas limited partnership, with offices located at 377 Neva Lane, Denison, Texas 75020 (together with its successors and assigns, the “ Lender ”), AIRCRAFT INTERIOR DESIGN, INC. , a Florida corporation (“ AID ”), BRICE MANUFACTURING COMPANY, INC. , a California corporation (“ Brice ”), TIMCO AVIATION SERVICES, INC. , a Delaware corporation (“ Parent ”), TIMCO ENGINE CENTER, INC. , a Delaware corporation (“ Engine ”), TIMCO ENGINEERED SYSTEMS, INC. , a Delaware corporation (“ Engineered Systems ”), and TRIAD INTERNATIONAL MAINTENANCE CORPORATION , a Delaware corporation (“ TIMCO ”; AID, Brice, Parent, Engine, Engineered Systems and TIMCO each individually being referred to herein as a “Borrower” and collectively as the “ Borrowers ”), AVIATION SALES DISTRIBUTION SERVICES COMPANY , a Delaware corporation (“ Distribution Services ”), AVIATION SALES LEASING COMPANY , a Delaware corporation (“ Leasing ”), AVIATION SALES PROPERTY MANAGEMENT CORP. , a Delaware corporation (“ Property Management ”), AVS/CAI, INC. , a Florida corporation (“ AVS/CAI ”), AVS/M-1, INC. , a Delaware corporation (“ AVS/M-1 ”), AVS/M-2, INC. , a Delaware corporation (“ AVS/M-2 ”), AVS/M-3, INC. , an Arizona corporation (“ AVS/M-3 ”), AVSRE, L.P. , a Delaware limited partnership (“ AVSRE ”), HYDROSCIENCE, INC. , a Texas corporation (“ Hydroscience ”), TMAS/ASI, INC. , an Arkansas corporation (“ TMAS/ASI ”), and WHITEHALL CORPORATION , a Delaware corporation (“ Whitehall ”; Distribution Services, Leasing, Property Management, AVS/CAI, AVS/M-1, AVS/M-2, AVS/M-3, AVSRE, Hydroscience, TMAS/ASI and Whitehall each being individually referred to herein as a “ Guarantor ” and collectively as the “ Guarantors ”; the Borrowers and the Guarantors each being individually referred to herein as a “ Company ” and collectively as the “ Company ”).

W I T N E S S E T H:

     WHEREAS, pursuant to the Amended and Restated Financing Agreement, dated as of April 8, 2005, among Monroe Capital Advisors, LLC (“ Monroe ”) and the Companies, Monroe made certain Term Loans (as defined in the Financing Agreement referred to below) to the Borrowers (such Financing Agreement, as amended and in effect on the date hereof, the “ Financing Agreement ”);

     WHEREAS, pursuant to the Assignment and Acceptance (the “ Assignment and Acceptance ”) dated as of April 10, 2006, among Monroe, Fortress Credit Opportunities I LP (“ Fortress ”) and Monroe Investments, Inc., as assignors (collectively, the “ Assignors ”), and the Lender, as assignee, the Assignors have sold, transferred and assigned to the Lender, and the Lender has purchased, assumed and accepted from the Assignors, all of the Assignors’ rights, interests and obligations in and under the Loan Documents (as defined in the Financing Agreement) including all of the Term Loans;

     WHEREAS, pursuant to a Participation Agreement dated as of April 10, 2006 (as amended, the “Participation Agreement”) between Lender and Owl Creek Asset Management L.P. (“OCAM”), OCAM, acting for the benefit and account of Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Fund Ltd., Owl Creek Overseas Fund II, Ltd. (collectively, the “Owl

Creek Investors”) purchased a 19.48% participation in the Financing Agreement on the terms and conditions stated therein;

     WHEREAS, Lender has, with the consent of OCAM, agreed to amend the terms of the Financing Agreement to, among other things, decrease the interest rate and fees payable thereunder and to waive certain existing events of default for the benefit of the Company and to advance to the Company additional working capital in the amount of $6.0 million pursuant to a Second Amendment to Amended and Restated Financing Agreement dated April 20, 2006 between Lender and the Company (the “Second Amendment to Financing Agreement”) and a related Intercreditor and Subordination Agreement dated as of April 20, 2006, between Lender and CIT Group/Business Credit, Inc. (“CIT”), as a consequence of which CIT has agreed to amend the terms of the Company’s indebtedness to CIT pursuant to an Amendment No. 4 to Financing Agreement between CIT as Agent and sole lender and the Company (as so amended, the “CIT Financing Agreement”) to resolve certain existing events of default and to increase the amount of funding available under that facility; and

     WHEREAS, Lender and the Owl Creek Investors have recently engaged in discussions with the Parent regarding a proposed Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which a newly organized corporation owned by Lender and the Owl Creek Investors was to merge with and into Parent with the stockholders of Parent (other than Lender and Owl Creek) receiving cash for their shares of common stock of the Parent (the “Merger”); and

     WHEREAS, the Lender and the Owl Creek Investors have advised the Parent that they have decided to suspend the negotiations of the Merger Agreement and their consideration of the Merger at this time, with the understanding among the parties that such discussions will not resume unless and until the Parent, the Lender and/or the Owl Creek Investors agree to the resumption of such negotiations.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: