quote:

Original Source: http://sec.edgar-online.com/2008/05/16/0001104659-08-034110/Section10.asp

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:

"A" LEGAL DESCRIPTION

"B" FORM OF QUIT CLAIM DEED

"C" FORM OF NONFOREIGN PERSON CERTIFICATION

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is made this
12thday 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"), and (b) a Nonforeign Person Certification, in
the form attached hereto as Exhibit "C", as required under Section 1445 of the
Internal Revenue Code.

3. Closing. Closing hereunder shall occur immediately prior to the closing
under the Stock Purchase Agreement. On or before the day of closing, Real Estate
Seller shall cause to be delivered to First American Title Insurance Company as
escrow agent (the "Escrow Agent") the executed Deed upon the condition that the
Deed shall not be released by said Escrow Agent until Real Estate Seller has
provided confirmation to Escrow Agent that the closing has occurred under the
Stock Purchase Agreement. If the closing under the Stock Purchase Agreement has
not occurred prior to the close of business on the day on which the closing
under this Agreement has occurred, then the Deed shall be returned to Real
Estate Seller.

4. Conditions Precedent to Real Estate Buyer's Obligations. The Real
Estate Buyer's obligation to consummate the transactions contemplated by this
Agreement is subject to the satisfaction, on or prior to the date of closing, of
each of the conditions set forth in Article VI of the Stock Purchase Agreement
(other than Section 6.6 thereof), any of which may be waived by the Real Estate
Buyer, in whole or in part, to the extent permitted by applicable law.

5. Conditions Precedent to Real Estate Seller's Obligations. The Real
Estate Seller's obligation to consummate the transactions contemplated by this
Agreement is subject to the satisfaction, on or prior to the date of closing, of
each of the conditions set forth in Article VII of the Stock Purchase Agreement
(other than Section 7.7 thereof), any of which may be waived by the Real Estate
Buyer, in whole or in part, to the extent permitted by applicable law.

6. Condition of Property. The Real Property is being conveyed in "as is"
condition without any representation or warranty of Real Estate Seller.

7. Fees and Expenses. Real Estate Buyer and Real Estate Seller shall each
be responsible for one-half of any state and local transfer taxes payable in
connection with the transactions contemplated by this Agreement. Real Estate
Buyer shall be responsible for all other fees or other costs related to the
within transaction. Except as expressly provided in this Section 7, Real Estate
Seller shall only be responsible for its attorneys fees.

8. Termination. This Agreement shall terminate automatically upon
termination of the Stock Purchase Agreement, without any further action by any
of the parties hereto.

9. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

10. Governing Law. The provisions of this Agreement shall be governed by
the laws of the Commonwealth of Pennsylvania, without regard to principles of
conflicts of laws thereof.

11. Notices; Designation of Contacts. All notices, consents, waivers and
other communications required or permitted by this Agreement shall be in writing
and shall be deemed given to a party when (a) delivered to the appropriate
address by hand or by nationally recognized overnight courier service (costs
prepaid), (b) sent by facsimile with confirmation of transmission by the
transmitting equipment, or (c) received or rejected by the addressee, if sent by
certified mail, return receipt requested, in each case to the following
addresses or facsimile numbers and marked to the attention of the person (by
name or title) designated below (or to such other address or facsimile number or
person as a party may designate by notice to the other parties):

Real Estate Seller:

Fleetwood Folding Trailers, Inc.
c/o Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Attention: Leonard J. McGill, Esq.
Senior Vice President, General Counsel and Secretary
Fax no.: (951) 977-2097

with a copy (which shall not constitute notice) to:
Nelson Mullins Riley & Scarborough, L.L.P.
151 Meeting Street, Suite 600
Charleston, South Carolina 29401-2239
Attention: Michael D. Bryan, Esq.
Fax no.: (843) 720-4349

Real Estate Buyer:

FTCA Real Estate, LLC
c/o Blackstreet Capital Advisors, LLC
4800 Montgomery Lane, Suite 940
Bethesda, MD 20814
Attention: Murry N. Gunty
Fax no.: (240) 223-1331

With a copy (which shall not constitute notice) to:
Patton Boggs LLP
2550 M. Street, NW
Washington. DC 20037
Attention: Douglas C. Boggs
Fax no.: (202) 457-6315

12. Entire Agreement and Modification. This Agreement and the Stock
Purchase Agreement supersede all prior agreements, whether written or oral,
between the parties with respect to the subject matter hereof and constitutes
(along with the Exhibits and other documents delivered pursuant to this
Agreement) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not
be amended, supplemented, or otherwise modified except by a written agreement
executed by the party to be charged with the amendment.

13. Assignments, Successors and Third-Party Rights. No party may assign any
of its rights or delegate any of its obligations under this Agreement without
the prior written consent of the other party except that the Real Estate Buyer
may collaterally assign its rights under this Agreement to a third party lender
of the Real Estate Buyer. Subject to the preceding sentence, this Agreement will
apply to, be binding in all respects upon and inure to the benefit of the
successors and permitted assigns of the parties. Except as set forth in the
first sentence of this Section 13, nothing expressed or referred to in this
Agreement will be construed to give any person other than the parties to this
Agreement any legal or equitable right, remedy or claim under or with respect to
this Agreement or any provision of this Agreement, except such rights as shall
inure to a successor or permitted assignee pursuant to this Section 13.

14. Counterparts. This Agreement may be executed in counterparts and
following the signature by both such parties, each such counterpart shall be
deemed to constitute a complete copy when placed together.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, intending to be legally bound, the parties have
caused this Agreement to be duly executed, under seal, as of the day and year
first written above.

REAL ESTATE SELLER:
FLEETWOOD FOLDING TRAILERS, INC., a
Delaware corporation
By: /s/ Elden L. Smith
Print Name: Elden L. Smith
Title: President & CEO

(SEAL)

REAL ESTATE BUYER:

FTCA REAL ESTATE, LLC, a Delaware limited
liability company

By: /s/ Aldus H. Chapin
Print Name: Aldus H. Chapin
Title: Secretary

(SEAL)