RELATED PARTY TRANSACTIONS	12 Months Ended
Dec. 31, 2012
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	11. RELATED PARTY TRANSACTIONS In connection with the Company’s effort to expand the number of Camping World stores by developing retail alliances with RV dealerships across North America, the Company has established 68 Camping World stores alongside or within RV dealerships owned by FreedomRoads, which is controlled by the Chairman of the Company’s board of directors, Stephen Adams, and the Company expects additional Camping World stores alongside or within such RV dealerships in the future. At December 31, 2012, the Company leased 55 properties from FreedomRoads, sub-leased 3 properties to FreedomRoads, and Camping World and FreedomRoads are joint tenants under 11 leases. Total payments by the Company to FreedomRoads under these leased properties for 2012, 2011 and 2010 were $5.6 million, $5.5 million and $5.5 million, respectively, and future commitments under these leases total approximately $24.2 million. The leases expire at various dates from August 2013 through May 2032. For 2012, 2011 and 2010, lease income received from FreedomRoads for the three subleased properties were approximately $0.4 million for each year, and future income to be received under the subleases total approximately $1.3 million. The Company paid FreedomRoads approximately $33.2 million, $24.6 million and $21.0 million in 2012, 2011 and 2010, respectively, and FreedomRoads paid the Company approximately $45.0 million, $32.9 million and $30.8 million in 2012, 2011 and 2010 respectively, under the product marketing and sales agreements. The Company had an outstanding Accounts Receivable balance from FreedomRoads of $6.9 million at December 31, 2012 and $8.8 million at December 31, 2011. Cooperative Resources Agreement — Pursuant to the terms of the Amended and Restated Cooperative Resources Agreement (“Cooperative Resources Agreement”) dated January 1, 2008, by and between the Company and FreedomRoads Holding Company, Inc. (“FreedomRoads”) and Camping World, FreedomRoads obtained the right to use the Camping World logos, trademarks, and trade names (“CW Marks”). The Cooperative Resources Agreement provides for a term of twenty-five years, commencing January 1, 2008 and terminating December 31, 2032, and requires payment by FreedomRoads of an annual fee based on revenue, as defined, in exchange for the right to use the CW Marks granted by the Company. The fee for 2008 was $5.0 million and was paid by FreedomRoads to the Company in the first quarter of 2009. On December 14, 2009, the Second Amendment to the Amended and Restated Cooperative Resources Agreement eliminated the annual fee payment by FreedomRoads to the Company, provided that FreedomRoads exclusively offer the Company products and services in point of sale customer transactions, and FreedomRoads has agreed to purchase their parts from Camping World. In October 2010, the Company, Camping World and FreedomRoads entered into the Second Amended and Restated Cooperative Resources Agreement pursuant to which the parties make their databases available to each other for use in their respective businesses and agree to receive and provide certain reports containing club member and customer information. In addition, FreedomRoads is granted (i) the right to market and advertise its business in all of the Company’s and Camping World’s marketing channels and (ii) a non-transferable, non-assignable license to use certain Camping World’s trademarks in connection with its business. In consideration for such license, FreedomRoads is obligated to pay a license fee to the Company beginning October 1, 2010, in an amount equal to $937,500 per quarter. FreedomRoads is also obligated to reimburse the Company’s Camping World subsidiary for costs associated with the management, maintenance and monitoring of the FreedomRoads customer database, and for call center and online retail services. The term of the agreement is for 25 years, subject to certain early termination provisions, including a change of control of any of the parties, the entry of a final judgment against any party for the payment of money in excess of $2.5 million or a default by any party under any agreement which is likely to result in a claim exceeding $2.5 million. The Senior Secured Indenture prohibits us from (i) amending, supplementing or waiving any provision of the agreement in any manner that would be adverse to us or (ii) terminating such agreement. In addition, FreedomRoads’ failure to make payments to us under the agreement will be, in certain circumstances, an event of default under the Senior Secured Indenture. On December 1, 2009, our Parent and FreedomRoads entered into an Option Agreement, which was amended on November 15, 2011, which grants the Company the right and option (the “Option”) to purchase FreedomRoads’ “choice model” insurance business for a $5.0 million refundable deposit, of which $2.5 million was required to be paid up-front, with the balance payable on or before the earlier of (i) the date on which the costs of FreedomRoads incurred in implementing business policies required by the Company exceed $1.5 million, and (ii) the date upon which the Option is exercised.. The Option is exercisable on or after May 15, 2013, but before May 15, 2014. In the event the Option is not exercised, the Company has the right to the return of the deposit, less costs incurred by FreedomRoads. The $2.5 million upfront payment is reported in non-current assets on the Company’s balance sheet as of December 31, 2012. Our Chairman, Stephen Adams, is also the controlling owner of FreedomRoads. On December 14, 2009, the Company paid to FreedomRoads, by agreement, a one-time fee of $1.8 million for the non-exclusive license to access the FreedomRoads database for use in connection with the sale and promotion of RV produces and services for ten years. Approximately $1.1 million of the access fee remains in Other Non-current Assets and the current portion of $180,000 is reported in Prepaid and Other Assets on the accompanying balance sheet as of December 31, 2012. The Company has no further financial obligations under the Database Contract but has the continuing right until December 14, 2019 to the use of the data licensed by the Company under the contract. The law firm of Kaplan, Strangis and Kaplan, P.A. (“KSK”) provides ongoing legal services to the Company and certain subsidiaries in connection with various matters. Andris A. Baltins, a member of the board of directors, is a member of that firm. During 2012, 2011 and 2010, KSK received $180,000, $225,000 and $1,117,000 in legal fees from the Company, respectively. On July 1, 2010, Camping World and Adams Outdoor Advertising Marketing Company entered into an agreement pursuant to which Camping World has the right to use outdoor advertising space at cost on billboards that become available because the billboards would otherwise be vacant. Camping World made a deposit of $1.0 million and, as remnant boards are utilized by Camping World, the usage cost is applied against the deposit. Any unused portion of the deposit is to be returned to Camping World upon termination of the agreement. The agreement may be terminated by either party on 30 days notice. Adams Outdoor Advertising Marketing Company is controlled by the Chairman of our Board of Directors, Stephen Adams. No remnant space has been used by Camping World to-date, and the $1.0 million is included in Other Assets as of December 31, 2012. In 2001, the Company sold certain real estate (the “AGRP Sites”) to subsidiaries of AGRP Holding Corp. (“AGRP”), an entity controlled by Stephen Adams, who indirectly owns a controlling interest in the Company. The Company leased back the AGRP Sites pursuant to leases (the “Leases”) with initial terms expiring in 2037 through 2039. As part of such sale and leaseback transaction, (i) the Company and AGRP entered into a management agreement (the “Management Agreement”) pursuant to which the Company agreed to manage the AGRP Sites on behalf of AGRP and AGRP agreed to pay the Company a management fee (the “Management Fee”) equal in amount to the difference between the base rent payable under the Leases and the amount of AGRP’s debt service for the AGRP Sites and (ii) AGRP issued to the Company its note due December 2011 in the original amount of $4,835,000 (the “Leaseback Note”). On November 14, 2011, as part of an agreement to amend the Lease pertaining to the Company’s Ventura facility, which amendment affords the Company the right to early termination of its obligations under the Ventura Lease, the Company made a $3.1 million investment in 12% notes of FreedomRoads repayable in November and December 2012. The investment was repaid in full in December 2012. AGRP’s debt service was scheduled to increase on January 1, 2012 by $506,563 annually, which would have resulted in an annual increase of $506,563 in net rent payable by the Company on the Leases. On December 29, 2011, in consideration of AGRP’s agreement to amend the Management Agreement to provide that the Management Fee payable to the Company by AGRP not be reduced on account of changes in debt service on AGRP’s indebtedness, the Company agreed to extend payment of principal and interest on the Leaseback Note until maturity, whether by acceleration or otherwise, of the Company’s 11.50% Senior Secured Notes Due 2016. The balance outstanding at December 31, 2012 and 2011 was $5.1 million and $4.6 million, respectively. On December 24, 2012, the Company loaned $2.5 million to FRHP Lincolnshire, LLC, a subsidiary of FreedomRoads and an entity controlled by Stephen Adams who indirectly owns a controlling interest in the Company, repayable on January 31, 2014. The investment carries an interest rate of 12.0% and is included in Other Assets.

11. RELATED PARTY TRANSACTIONS

In connection with the Company’s effort to expand the number of Camping World stores by developing retail alliances with RV dealerships across North America, the Company has

established 68 Camping World stores alongside or within RV dealerships owned by FreedomRoads, which is controlled by the Chairman of the Company’s board of directors, Stephen Adams, and the Company expects additional Camping World stores alongside or within such RV dealerships in the future. At December 31, 2012, the Company leased 55 properties from FreedomRoads, sub-leased 3 properties to FreedomRoads, and Camping World and FreedomRoads are joint tenants under 11 leases. Total payments by the Company to FreedomRoads under these leased properties for 2012, 2011 and 2010 were $5.6 million, $5.5 million and $5.5 million, respectively, and future commitments under these leases total approximately $24.2 million. The leases expire at various dates from August 2013 through May 2032. For 2012, 2011 and 2010, lease income received from FreedomRoads for the three subleased properties were approximately $0.4 million for each year, and future income to be received under the subleases total approximately $1.3 million. The Company paid FreedomRoads approximately $33.2 million, $24.6 million and $21.0 million in 2012, 2011 and 2010, respectively, and FreedomRoads paid the Company approximately $45.0 million, $32.9 million and $30.8 million in 2012, 2011 and 2010 respectively, under the product marketing and sales agreements. The Company had an outstanding Accounts Receivable balance from FreedomRoads of $6.9 million at December 31, 2012 and $8.8 million at December 31, 2011.

Cooperative Resources Agreement — Pursuant to the terms of the Amended and Restated Cooperative Resources Agreement (“Cooperative Resources Agreement”) dated January 1, 2008, by and between the Company and FreedomRoads Holding Company, Inc. (“FreedomRoads”) and Camping World, FreedomRoads obtained the right to use the Camping World logos, trademarks, and trade names (“CW Marks”). The Cooperative Resources Agreement provides for a term of twenty-five years, commencing January 1, 2008 and terminating December 31, 2032, and requires payment by FreedomRoads of an annual fee based on revenue, as defined, in exchange for the right to use the CW Marks granted by the Company. The fee for 2008 was $5.0 million and was paid by FreedomRoads to the Company in the first quarter of 2009. On December 14, 2009, the Second Amendment to the Amended and Restated Cooperative Resources Agreement eliminated the annual fee payment by FreedomRoads to the Company, provided that FreedomRoads exclusively offer the Company products and services in point of sale customer transactions, and FreedomRoads has agreed to purchase their parts from Camping World.

In October 2010, the Company, Camping World and FreedomRoads entered into the Second Amended and Restated Cooperative Resources Agreement pursuant to which the parties make their databases available to each other for use in their respective businesses and agree to receive and provide certain reports containing club member and customer information. In addition, FreedomRoads is granted (i) the right to market and advertise its business in all of the Company’s and Camping World’s marketing channels and (ii) a non-transferable, non-assignable license to use certain Camping World’s trademarks in connection with its business. In consideration for such license, FreedomRoads is obligated to pay a license fee to the Company beginning October 1, 2010, in an amount equal to $937,500 per quarter. FreedomRoads is also obligated to reimburse the Company’s Camping World subsidiary for costs associated with the management, maintenance and monitoring of the FreedomRoads customer database, and for call center and online retail services.

The term of the agreement is for 25 years, subject to certain early termination provisions, including a change of control of any of the parties, the entry of a final judgment against any party for the payment of money in excess of $2.5 million or a default by any party under any agreement which is likely to result in a claim exceeding $2.5 million.

The Senior Secured Indenture prohibits us from (i) amending, supplementing or waiving any provision of the agreement in any manner that would be adverse to us or (ii) terminating such agreement. In addition, FreedomRoads’ failure to make payments to us under the agreement will be, in certain circumstances, an event of default under the Senior Secured Indenture.

On December 1, 2009, our Parent and FreedomRoads entered into an Option Agreement, which was amended on November 15, 2011, which grants the Company the right and option (the “Option”) to purchase FreedomRoads’ “choice model” insurance business for a $5.0 million refundable deposit, of which $2.5 million was required to be paid up-front, with the balance payable on or before the earlier of (i) the date on which the costs of FreedomRoads incurred in implementing business policies required by the Company exceed $1.5 million, and (ii) the date upon which the Option is exercised.. The Option is exercisable on or after May 15, 2013, but before May 15, 2014. In the event the Option is not exercised, the Company has the right to the return of the deposit, less costs incurred by FreedomRoads. The $2.5 million upfront payment is reported in non-current assets on the Company’s balance sheet as of December 31, 2012. Our Chairman, Stephen Adams, is also the controlling owner of FreedomRoads.

On December 14, 2009, the Company paid to FreedomRoads, by agreement, a one-time fee of $1.8 million for the non-exclusive license to access the FreedomRoads database for use in connection with the sale and promotion of RV produces and services for ten years. Approximately $1.1 million of the access fee remains in Other Non-current Assets and the current portion of $180,000 is reported in Prepaid and Other Assets on the accompanying balance sheet as of December 31, 2012. The Company has no further financial obligations under the Database Contract but has the continuing right until December 14, 2019 to the use of the data licensed by the Company under the contract.

The law firm of Kaplan, Strangis and Kaplan, P.A. (“KSK”) provides ongoing legal services to the Company and certain subsidiaries in connection with various matters. Andris A. Baltins, a member of the board of directors, is a member of that firm. During 2012, 2011 and 2010, KSK received $180,000, $225,000 and $1,117,000 in legal fees from the Company, respectively.

On July 1, 2010, Camping World and Adams Outdoor Advertising Marketing Company entered into an agreement pursuant to which Camping World has the right to use outdoor advertising space at cost on billboards that become available because the billboards would otherwise be vacant. Camping World made a deposit of $1.0 million and, as remnant boards are utilized by Camping World, the usage cost is applied against the deposit. Any unused portion of the deposit is to be returned to Camping World upon termination of the agreement. The agreement may be terminated by either party on 30 days notice. Adams Outdoor Advertising Marketing Company is controlled by the Chairman of our Board of Directors, Stephen Adams. No remnant space has been used by Camping World to-date, and the $1.0 million is included in Other Assets as of December 31, 2012.

In 2001, the Company sold certain real estate (the “AGRP Sites”) to subsidiaries of AGRP Holding Corp. (“AGRP”), an entity controlled by Stephen Adams, who indirectly owns a controlling interest in the Company. The Company leased back the AGRP Sites pursuant to leases (the “Leases”) with initial terms expiring in 2037 through 2039. As part of such sale and leaseback transaction, (i) the Company and AGRP entered into a management agreement (the “Management Agreement”) pursuant to which the Company agreed to manage the AGRP Sites on behalf of AGRP and AGRP agreed to pay the Company a management fee (the “Management Fee”) equal in amount to the difference between the base rent payable under the Leases and the amount of AGRP’s debt service for the AGRP Sites and (ii) AGRP issued to the Company its note due December 2011 in the original amount of $4,835,000 (the “Leaseback Note”).

On November 14, 2011, as part of an agreement to amend the Lease pertaining to the Company’s Ventura facility, which amendment affords the Company the right to early termination of its obligations under the Ventura Lease, the Company made a $3.1 million investment in 12% notes of FreedomRoads repayable in November and December 2012. The investment was repaid in full in December 2012.

AGRP’s debt service was scheduled to increase on January 1, 2012 by $506,563 annually, which would have resulted in an annual increase of $506,563 in net rent payable by the Company on the Leases. On December 29, 2011, in consideration of AGRP’s agreement to amend the Management Agreement to provide that the Management Fee payable to the Company by AGRP not be reduced on account of changes in debt service on AGRP’s indebtedness, the Company agreed to extend payment of principal and interest on the Leaseback Note until maturity, whether by acceleration or otherwise, of the Company’s 11.50% Senior Secured Notes Due 2016. The balance outstanding at December 31, 2012 and 2011 was $5.1 million and $4.6 million, respectively.

On December 24, 2012, the Company loaned $2.5 million to FRHP Lincolnshire, LLC, a subsidiary of FreedomRoads and an entity controlled by Stephen Adams who indirectly owns a controlling interest in the Company, repayable on January 31, 2014. The investment carries an interest rate of 12.0% and is included in Other Assets.