Exhibit 2.2

AGREEMENT OF SALE AND PURCHASE

FLEETWOOD FOLDING TRAILERS, INC., as Real Estate Seller

&

FTCA REAL ESTATE, LLC, as Real Estate Buyer

EXHIBITS:

AGREEMENT OF SALE AND PURCHASE

                THIS AGREEMENT OF SALE AND PURCHASE (this “ Agreement ”) is made this 12 ^th day of May, 2008, between Fleetwood Folding Trailers, Inc., a Delaware corporation (“ Real Estate Seller ”), and FTCA Real Estate, LLC, a Delaware limited liability company (“ Real Estate Buyer ”). This Agreement is to be effective as of the date on which this Agreement has been fully executed and delivered by Real Estate Buyer and Real Estate Seller (the “ Effective Date ”). Upon the request of either party, the other shall confirm in writing the Effective Date.

BACKGROUND:

                A.            Fleetwood Enterprises, Inc., a Delaware corporation (“ Fleetwood Enterprises ”), owns all of the outstanding capital stock of Fleetwood Holdings, Inc., a Delaware corporation (“ Fleetwood Holdings ”), and Fleetwood Holdings owns all of the outstanding common stock of the Real Estate Seller;

                B.            Fleetwood Holdings intends to sell all of the outstanding common stock of Real Estate Seller to FTCA, LLC, a Delaware limited liability company and an affiliate of Real Estate Buyer (“ Stock Buyer ”), pursuant to an Amended and Restated Stock Purchase Agreement dated May 12, 2008, among Fleetwood Enterprises, Fleetwood Holdings, Real Estate Buyer and Stock Buyer (the “ Stock Purchase Agreement ”); and

                C.            The closing of the transactions contemplated by this Agreement is a condition precedent to the closing of the transactions contemplated by the Stock Purchase Agreement.

                WHEREAS, upon and subject to the terms and conditions of this Agreement, the Real Estate Buyer desires to purchase from the Real Estate Seller, and the Real Estate Seller desires to sell to the Real Estate Buyer, the Real Property (defined below).

                NOW, THEREFORE, in consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Agreement to Sell and Purchase .    Real Estate Seller agrees to sell to Real Estate Buyer, and Real Estate Buyer agrees to purchase from Real Estate Seller, subject to the terms and conditions of this Agreement, all of that certain tract or piece of land located at 258 Beacon Street, Somerset, Pennsylvania, containing 43.5336 acres, more or less, and located in the Commonwealth of Pennsylvania, County of Somerset, Borough of Somerset, as more fully described in the legal description attached hereto as Exhibit “A” , being the real property owned by Real Estate Seller in that location, together with all right, title and interest of Real Estate Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, in front of or abutting or adjoining such tract or piece of land and any easements and appurtenances pertaining thereto (the “Land”) and all the buildings and other improvements

situated thereon, including all fixtures attached or appurtenant to, located in or on, or used in connection therewith (the “Improvements”) (the Land and the Improvements together being the “Real Property”). Real Estate Buyer and Real Estate Seller acknowledge and agree that the Real Property to be sold to Real Estate Buyer from Real Estate Seller and purchased from Real Estate Seller by Real Estate Buyer, pursuant to this Agreement, shall not include service contracts, licenses, permits, correspondence, documents, maintenance records, or promotional materials held by Real Estate Seller in connection with the upkeep, repair, maintenance, or operation of the Land or Improvements (the “Excluded Items”), and the Real Estate Seller’s right, title and interest in and to such Excluded Items shall not be assigned to, or assumed by, Real Estate Buyer under this Agreement.

2.             Purchase Price . The purchase price for the Real Property is Seven Million Dollars ($7,000,000) (the “ Purchase Price ”). The Purchase Price shall be paid to Real Estate Seller in cash by wire transfer of immediately available federal funds at the closing hereunder. It is agreed that at the time of closing, in exchange for the Real Estate Buyer’s delivery of the Purchase Price at closing, Real Estate Seller shall deliver to Real Estate Buyer duly executed originals of (a) a quit claim deed to the Real Property, in the form attached hereto as Exhibit “B” (the “ Deed