**EXHIBIT10.139****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, Texas75020 (together with its successors and assigns, the “Lender”), **AIRCRAFT INTERIOR DESIGN,INC.**, a Florida corporation (“AID”), **BRICE MANUFACTURING COMPANY, INC.**, a Californiacorporation (“Brice”), **TIMCO AVIATION SERVICES, INC.**, a Delaware corporation(“Parent”), **TIMCO ENGINE CENTER, INC.**, a Delaware corporation (“Engine”), **TIMCOENGINEERED SYSTEMS, INC.**, a Delaware corporation (“Engineered Systems”), and **TRIADINTERNATIONAL MAINTENANCE CORPORATION**, a Delaware corporation (“TIMCO”; AID, Brice, Parent,Engine, Engineered Systems and TIMCO each individually being referred to herein as a “Borrower” andcollectively as the “Borrowers”), **AVIATION SALES DISTRIBUTION SERVICES COMPANY**, a Delawarecorporation (“Distribution Services”), **AVIATION SALES LEASING COMPANY**, a Delawarecorporation (“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 Delawarelimited 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 andWhitehall each being individually referred to herein as a “Guarantor” and collectively asthe “Guarantors”; the Borrowers and the Guarantors each being individually referred toherein 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 TermLoans (as defined in the Financing Agreement referred to below) to the Borrowers (such FinancingAgreement, 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 haspurchased, assumed and accepted from the Assignors, all of the Assignors’ rights, interests andobligations in and under the Loan Documents (as defined in the Financing Agreement) including allof 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 OverseasFund Ltd., Owl Creek Overseas Fund II, Ltd. (collectively, the “Owl

 
Creek Investors”) purchased a 19.48% participation in the Financing Agreement on the terms andconditions stated therein;     WHEREAS, Lender has, with the consent of OCAM, agreed to amend the terms of the FinancingAgreement to, among other things, decrease the interest rate and fees payable thereunder and towaive certain existing events of default for the benefit of the Company and to advance to theCompany additional working capital in the amount of $6.0 million pursuant to a Second Amendment toAmended 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 Agreementdated as of April 20, 2006, between Lender and CIT Group/Business Credit, Inc. (“CIT”), as aconsequence of which CIT has agreed to amend the terms of the Company’s indebtedness to CITpursuant to an Amendment No. 4 to Financing Agreement between CIT as Agent and sole lender and theCompany (as so amended, the “CIT Financing Agreement”) to resolve certain existing events ofdefault 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 theParent regarding a proposed Agreement and Plan of Merger (the “Merger Agreement”) pursuant to whicha newly organized corporation owned by Lender and the Owl Creek Investors was to merge with andinto Parent with the stockholders of Parent (other than Lender and Owl Creek) receiving cash fortheir 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 decidedto suspend the negotiations of the Merger Agreement and their consideration of the Merger at thistime, with the understanding among the parties that such discussions will not resume unless anduntil the Parent, the Lender and/or the Owl Creek Investors agree to the resumption of suchnegotiations.     NOW, THEREFORE, in consideration of the premises and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree as follows:   SECTION 1. Defined Terms. Capitalized terms used herein and defined inthe Financing Agreement or in this Agreement shall have themeanings given to such terms in the Financing Agreement or inthis Agreement, as applicable.   SECTION 2. Ratification of Obligations Under the Loan Documents. Each ofthe Companies hereby (a) acknowledges and agrees that,immediately prior to the effective date of the Second Amendmentto Financing Agreement (the “Amendment Effective Date”), (i)the outstanding principal amount of the Term Loan A-1 is$8,190,294.32, (ii) the outstanding principal amount of theTerm Loan A-2 is $7,166,489.67, and (iii) the outstandingprincipal amount of the Term Loan B is $2,956,471.09; (c) theaggregate outstanding default interest on the Term Loans is$319,466.38; and (d) acknowledges and agrees that upon theoccurrence of the Amendment Effective Date, the Lender is thesole “Lender” under the Financing Agreement and the other LoanDocuments in all respects and for all purposes, and
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     the Obligations shall be due and payable to the Lender as provided in the LoanDocuments without any offset, deduction, defense, recoupment or counterclaim.   2.1 Ratification of Liens Under the Loan Documents. Each Company hereby(a) acknowledges, confirms, ratifies and reaffirms all of the security interests andliens created under the Loan Documents in effect on the date hereof to which it is aparty; (b) represents and warrants and covenants and agrees that all of such securityinterests and liens constitute valid, enforceable, perfected, security interests andliens in and to the Collateral in favor of the Lender with the priority required by theLoan Documents, and (c) authorizes the Lender to create (or cause to be created) andfile (or cause to be filed) or record (or cause to be recorded), in each case at suchCompany’s sole cost and expense, any and all UCC-3 amendments, UCC-3 assignments, andUCC-1 financing statements in any jurisdiction to further perfect, protect and preservethe security interests and liens created under the Collateral Documents in favor of theLender.   2.2 Reaffirmation of Obligations. Each Company hereby ratifies andreaffirms all of its obligations under the Loan Documents and agrees that each of theLoan Documents to which it is a party is and shall be enforceable against such Companyby the Lender in accordance with its terms.   2.3 No Set-Off, Etc. Each Company hereby acknowledges and agrees thatthere is no basis nor set of facts on which any amount (or any portion thereof) owed bysuch Company under any Loan Document could be reduced, offset, waived, or forgiven, byrescission or otherwise; nor is there any claim, counterclaim, offset, recoupment, ordefense (or other right, remedy, or basis having a similar effect) available to suchCompany with regard thereto; nor is there any basis on which the terms and conditionsof any of the Obligations could be claimed to be other than as stated on the writteninstruments which evidence such Obligations.   2.4 Release of Claims by the Companies Relative to Term Loan C Funding.Each Company, by executing this Agreement, hereby acknowledges and agrees that none ofthe Companies has any offsets, defenses, claims, recoupments, causes of action (whetherin tort, contract or otherwise) or counterclaims against the Lender or, with respect tothe Participation Agreement, OCAM or the Owl Creek Investors, or any of theirrespective officers, directors, employees, attorneys, representatives, parents,affiliates, predecessors, successors, or assigns (all such Persons being referred toherein as the “Lender Released Parties”) with respect to the Obligations or the LoanDocuments, and that if such Company now has, or ever did have, any offsets, defenses,claims, recoupments, causes of action (whether in tort, contract or otherwise) orcounterclaims against the Lender Released Parties, whether known or unknown, at law orin equity, from the beginning of the world through this date and through the time ofexecution of this Agreement which directly or indirectly arise from or relate to theObligations or any of the Loan Documents (collectively, “Lender Claims”), allsuch Lender Claims are hereby irrevocably and unconditionally **WAIVED**, and each Companyhereby irrevocably and unconditionally **RELEASES**the Lender Released Parties
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     and assigns from all such Lender Claims and any liability therefor. Each Companycovenants that it will not sue any Lender Released Party with respect to any of theLender Claims released hereunder. Notwithstanding the foregoing, nothing containedin this Section 2.4 shall release any of the Companies from their rights ofcontribution among each other pursuant to Section 12.4 of the Financing Agreement.   2.5 General Release of Claims by the Companies of the LJH Released Parties.Each Company hereby releases, relinquishes, acquits, waives and forever discharges theLender, and each of Lender’s officers, directors, employees, attorneys, representatives(including John R. Cawthron in his capacity as a representative of Lender), affiliates(which for this purpose shall not include OCAM or the Owl Creek Investors),predecessors, successors, or assigns (all such Persons being referred to herein as the“LJH Released Parties”) from any and all claims, counterclaims, rights, demands,actions, suits, requests, proceedings, liabilities or causes of action whether known orunknown at the time of this Agreement, that any of the Companies may have, directly orindirectly (including pursuant to any class action), that arise out of or relate in anyway to (a) the Obligations, (b) the Loan Documents, (c) the CIT Financing Agreement,(d) the Participation Agreement, (e) the proposed Merger Agreement or Merger (together,the “Transaction Agreements”) or any actions of the LJH Released Parties in connectiontherewith, (f) Lender’s prior loans to the Company, or any action of Lender, or by anyLJH Released Party on behalf of Lender, in its capacity as a lender to the Company,with respect to such prior loans, or (g) Lender’s status as a stockholder of theCompany, or arising out of any action by Lender or by any LJH Released Party on behalfof the Lender, in its capacity as a stockholder of the Company (including withoutlimitation claims for negligence, gross negligence, fraud, negligent misrepresentation,breach of the duty of care, breach of the duty of loyalty, breaches of the duties ofcandor, good faith or fair dealing, or breaches of any other fiduciary duty) arisingprior to the date of this Agreement (collectively, “Company Released Claims”).Each Company agrees, for itself and on behalf of its affiliates that it will neverinitiate, commence, institute, prosecute or otherwise participate in, either directlyor indirectly, representatively (such as in a class action) or in any other capacity,any action of any description whatsoever, including both known and unknown claims,against any LJH Released Parties that seeks damages or other relief arising out of orrelating to the Company Released Claims. Notwithstanding the foregoing, nothingcontained in this Section 2.5 shall release (i) any of the Companies from their rightsof contribution among each other pursuant to Section 12.4 of the Financing Agreement or(ii) any right or claim of the Companies arising under or pursuant to any writtencontract or written agreement between any Company and any LJH Released Party related tomatters other than the matters that are the subject of the Company Released Claims thatare expressly released hereunder, or (iii) claims for indemnification by any LJHReleased Party who is serving or has served as an officer or director of one or more ofthe Companies under the laws of the jurisdiction of organization and/or the Certificate(or Articles) of Incorporation or By-Laws of any of the Companies. Each of the LJHReleased Parties, other than
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     Lender, is an express third party beneficiary of the terms and conditions of thisSection 2.5.   2.6 General Release of Claims by Lender of the Company Released Parties.Lender hereby releases, relinquishes, acquits, waives and forever discharges theCompany and each of the Company’s officers, directors, employees, attorneys,representatives, affiliates, predecessors, successors, or assigns (all such Personsbeing referred to herein as the “Company Released Parties”) from any and all claims,counterclaims, rights, demands, actions, suits, requests, proceedings, liabilities orcauses of action whether known or unknown at the time of this Agreement, that Lender orany of its affiliates may have, directly or indirectly (including pursuant to any classaction), that arise out of or relate in any way to: (A) the proposed Merger Agreementor Merger or any actions of the Company Released Parties in connection therewith, (B)claims arising by reason of Lender’s prior loans to the Company, or any action of anyCompany Released Party on behalf of Company with respect to such prior loans, or (C)the Lender’s status as a stockholder of the Company, including: (x) claims arising fromLender’s purchase, acquisition or ownership of shares of Company Common Stock prior tothe date of this Agreement (including without limitation, to the extent relevant orapplicable, claims that may arise out of: (i) any purchase of the senior subordinatedconvertible PIK notes due 2006 of the Company, (ii) any tender of senior subordinatedconvertible PIK notes due 2006 to the Company in the Company’s January 2005 and August2005 tender offers in exchange for shares of the Company’s Common Stock, and/or (iii)any purchase of shares of Common Stock in the Company’s rights offering that closed onNovember 22, 2005) and (y) claims arising solely by reason of Lender’s status as astockholder of the Company (including without limitation claims for negligence, grossnegligence, fraud, negligent misrepresentation, breach of the duty of care, breach ofthe duty of loyalty, breaches of the duties of candor, good faith or fair dealing, orbreaches of any other fiduciary duty) arising prior to the date of this Agreement (the“LJH Released Claims”). Lender agrees, for itself and on behalf of its affiliates,that it will never initiate, commence, institute, prosecute or otherwise participatein, either directly or indirectly, representatively (such as in a class action) or inany other capacity, any action of any description whatsoever, including both known andunknown claims, against a Company Released Party that seeks damages or other reliefarising out of or relating to an LJH Released Claim. Notwithstanding the foregoing,nothing contained in this Section 2.6 shall release: (A) any claims arising under thisAgreement or under the Loan Documents, (B) any rights or claims arising under anywritten contract or written agreement between Lender, one or more of its affiliates,and any of the Companies other than matters that are the subject of the LJH ReleasedClaims that are expressly released hereunder, or (C) Lender’s rights under the LJHWarrant (as that document is described in the Parent’s filings with the U.S. Securitiesand Exchange Commission). Each of the Company Released Parties, other than theCompanies party to this Agreement, is an express third party beneficiary of the termsand conditions of this Section 2.6.
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   2.7 Further Assurances. Each Company shall execute and deliver to theLender all additional documents, instruments, and agreements that the Lender mayrequire in order to create, perfect or establish the priority of any Liens createdunder the Collateral Documents and the Collateral granted therein and to otherwise giveeffect to the terms and conditions of this Agreement and the Assignment and Acceptance.
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   SECTION 3. Miscellaneous.