f1012ga1iex10iii_ctm.htm


    


    Exhibit
10.3

     

     

    


    TAX
SEPARATION AGREEMENT

    


    This TAX
SEPARATION AGREEMENT (this “Agreement”) is dated
as of [____], 2009, by and between IDT Corporation, a Delaware corporation
(“IDT”), and
CTM Media Holdings, Inc., a Delaware corporation (“CTM”).

    


    WHEREAS,
as of the date hereof, IDT is the common parent of an affiliated group of
domestic corporations within the meaning of Section 1504(a) of the Code, and the
members of the affiliated group have heretofore joined in filing consolidated
federal income Tax returns (the “Affiliated
Group”);

    


    WHEREAS,
on or prior to the Distribution Date and effective as of the Effective Time, IDT
will contribute to CTM (the “Contribution”) all of
the outstanding stock of (i) CTM Media Group, Inc., a New York corporation, (ii)
Beltway Acquisition Corporation d/b/a WMET, a Delaware corporation, (iii) IDT
Local Media, Inc., a Delaware corporation and (iv) IDT Internet Mobile Group,
Inc., a Delaware corporation, which holds all of IDT’s interests in Idea and
Design Works LLC.

    


    WHEREAS,
following the Contribution, IDT intends to effect a spinoff of CTM (and the
business units held thereby) whereby IDT will distribute to the holders of IDT
Common Stock all of the outstanding shares of CTM Common Stock at the rate of
(i) one (1) share of CTM Class A common stock for every three (3) shares of IDT
common stock, (ii) one (1) share of CTM Class C common stock for every three (3)
shares of IDT Class A common stock, and (iii) one (1) share of CTM Class B
common stock for every three (3) shares of IDT Class B common stock, each
outstanding as of the Record Date (the “Distribution”, and
together with the Contribution, the “Spinoff”).

    


    WHEREAS,
for United States federal income tax purposes, it is intended that the
Contribution will qualify as tax-free under Section 351 of the Code and that the
Spinoff will qualify as tax-free under Section 355 of the Code;

    


    WHEREAS,
as a result of the Spinoff, the Parties desire to enter into this Tax Separation
Agreement to provide for certain Tax matters, including the assignment of
responsibility for the preparation and filing of Tax Returns, the payment of and
indemnification for Taxes, entitlement to refunds of Taxes, and the prosecution
and defense of any Tax controversies;

    


    NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained in this Agreement, the Parties hereby agree as follows:

    


    ARTICLE
I. DEFINITIONS

    


    SECTION
1.1. General.
Capitalized terms used in this Agreement and not defined herein shall have the
meanings that such terms have in the Separation Agreement. As used in this
Agreement, the following terms shall have the following meanings:

    


    “Affiliated Group”
shall have the meaning specified in the preamble.

    


    “Agreement” shall have
the meaning specified in the preamble.

     

     

     

    
      
        
        

      

      
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    “Business Day” shall
mean a day which is not a Saturday, Sunday or a day on which banks in New York
City are authorized or required by law to close.

    


    “Closing of the Books
Method” shall mean the apportionment of items between portions of a
taxable period based on a closing of the books and records on the Distribution
Date (as if the Distribution Date was the end of the taxable period), provided
that any items not susceptible to such apportionment (such as real or personal
property taxes imposed on a periodic basis) shall be apportioned on the basis of
elapsed days during the relevant portion of the taxable period.

    


    “Code” shall mean the
Internal Revenue Code of 1986, as amended.

    


    “Confidentiality
Agreement” shall mean any agreement pursuant to which the parties named
therein have agreed to terms under which they were permitted to review certain
financial information relating to CTM or the CTM Business.

    


    “Combined Group” shall
mean a combined, unitary, or consolidated tax group that includes IDT or any of
its subsidiaries, not including CTM or any of its subsidiaries, on the one hand,
and CTM or any of its subsidiaries.

    


    “Consolidated Return”
shall mean any Tax Return relating to Income Taxes filed pursuant to Section
1502 of the Code, or any comparable combined, consolidated, or unitary group Tax
Return relating to Income Taxes filed under state or local tax law which, in
each case, includes IDT and at least one subsidiary.

    


    “Contribution” shall
have the meaning set forth in the preamble.

    


    “CTM” shall have the
meaning set forth in the preamble.

    


    “CTM Common Stock”
shall mean CTM’s (i) Class A common stock, (ii)  Class B common stock,
and (iii) Class C common stock, each par value $0.01 per share.

    


    “Distribution” shall
have the meaning set forth in the preamble.

    


    “Final Determination”
shall mean the final resolution of liability for any Tax for any taxable period,
including any related interest or penalties, by or as a result of: (i) a final
and unappealable decision, judgment, decree or other order by any court of
competent jurisdiction; (ii) a closing agreement or accepted offer in compromise
under Section 7121 or 7122 of the Code, or comparable agreement under the laws
of other jurisdictions which resolves the entire Tax liability for any taxable
period; or (iii) any allowance of a refund or credit in respect of an
overpayment of Tax, but only after the expiration of all periods during which
such refund may be recovered by the jurisdiction imposing the Tax.

    


    “IDT” shall have the
meaning specified in the preamble.

    


    “IDT Common Stock”
shall mean IDT’s (i) common stock, (ii) Class A common stock, and (iii) Class B
common stock, each par value $0.01 per share.

    


    “Income Tax” shall
mean any income, franchise or similar Taxes imposed on (or measured by) net
income or net profits.

    


    “Income Tax Returns”
shall mean all Tax Returns relating to Income Taxes.

     

     

    
      
        
        

      

      
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    “Indemnification Tax
Benefit” shall have the meaning specified in Section
2.4(b).

    


    “Indemnified Tax”
shall have the meaning specified in Section
2.4(b).

    


            
        “IRS” shall mean the
Internal Revenue Service.

    


    “Other Tax” shall mean
any Tax other than an Income Tax.

    


    “Party” shall mean
either IDT or CTM, as the case maybe.

    


    “Payment Period” shall
have the meaning specified in Section
2.4(c).

    


    “Proceeding” shall
mean any audit, examination or other proceeding brought by a Taxing Authority
with respect to Taxes.

    


    “Refund” shall have
the meaning specified in Section
2.2.

    


    “Retained Liabilities”
shall have the meaning specified in the Separation Agreement.

    


    “Retained Liability
Payment” shall have the meaning specified in Section
2.5.

    


    “Retained Liability Tax
Benefit” shall have the meaning specified in Section
2.5.

    


    “Separation Agreement”
shall have the meaning specified in the preamble.

    


               “Straddle Period”
shall mean any taxable period commencing prior to, and ending after, the
Distribution Date.

    


    “Tax” or “Taxes” shall mean any
federal, state, local or foreign income, gross receipts, property, sales, use,
license, excise, franchise, employment, payroll, withholding, alternative or add
on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest or penalty, imposed by any Taxing
Authority.

    


    “Taxing Authority”
shall mean any governmental authority (whether United States or non-United
States, and including, any state, municipality, political subdivision or
governmental agency) responsible for the imposition of any Tax.

    


    “Tax Returns” shall
mean all reports or returns (including information returns and amended returns)
required to be filed or that may be filed for any period with any Taxing
Authority in connection with any Tax or Taxes (whether domestic or
foreign).

    


    SECTION
1.2. References;
Interpretation. References in this Agreement to any gender include
references to all genders, and references to the singular include references to
the plural and vice versa. The words “include,” “includes” and “including” when
used in this Agreement shall be deemed to be followed by the phrase “without
limitation.” Unless the context otherwise requires, references in this Agreement
to Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless
the context otherwise requires, the words “hereof,” “hereby” and “herein” and
words of similar meaning when used in this Agreement refer to this Agreement in
its entirety and not to any particular Article, Section or provision of this
Agreement.

     

     

     

    
      
        
        

      

      
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    ARTICLE
II. ALLOCATION OF TAX LIABILITIES

    


    SECTION
2.1. Indemnity.

    


    (a)           Without
duplication, IDT shall indemnify CTM from all liability for (i) Taxes of CTM or
any of its subsidiaries or relating to the CTM Business with respect to taxable
periods ending on or before the Distribution Date, (ii) Taxes of CTM or any of
its subsidiaries or relating to the CTM Business for any Straddle Period, but
only to the extent attributable to the portion of the Straddle Period ending on
or before the Distribution Date, and (iii) Taxes of any member of the Affiliated
Group or any Combined Group, other than CTM or any of its subsidiaries, for any
taxable period. Taxes for a Straddle Period shall be apportioned in accordance
with the Closing of the Books Method.

    


    (b)           CTM
shall indemnify IDT from all liability for Taxes of CTM or its subsidiaries or
relating to the CTM Business accruing after the Distribution Date under the
Closing of the Books Method, including the portion of any Straddle Period
beginning on the Distribution Date.

    


    SECTION
2.2. Refunds.

    


    (a)           Subject
to Section 3.5,
if a Party receives a refund, offset, credit, or other benefit (including
interest received thereon) (a “Refund”) of Tax which
the other Party would have been obligated to indemnify had the Refund been a
payment, then the Party receiving the Refund shall promptly pay the amount of
the Refund to the other Party, less reasonable costs and expenses incurred in
connection with such Refund, including any Taxes on such Refund or interest
thereon (net of any tax benefit actually realized for paying over such
Refund).

    


    (b)           Each
Party shall, if reasonably requested by the other Party, cause the relevant
entity to file for and use its reasonable best efforts to obtain and expedite
the receipt of any Refund to which such requesting Party is entitled under this
Section
2.2.

    


    SECTION
2.3. Contests.

    


    (a)           In
the case of any Proceeding that relates to Taxes for which IDT is responsible
under Section
2.1, IDT shall have the right to control, in its sole discretion, the
conduct of such Proceeding. Subject to the foregoing, CTM shall have the right
to participate jointly in any Proceeding if the consequences of the resolution
of such Proceeding could reasonably be expected to affect the tax liability of
CTM for any tax period to the extent such tax liability of CTM is not subject to
an indemnification by IDT hereunder.

    


    (b)           In
the case of any Proceeding that relates to Taxes for which CTM is responsible
under Section
2.1, CTM shall have the sole right to control the conduct of such
Proceeding. Subject to the foregoing, IDT shall have the right to participate
jointly in any Proceeding if the consequences of the resolution of such
Proceeding could reasonably be expected to affect the tax liability of IDT for
any tax period to the extent such tax liability of IDT is not subject to an
indemnification by CTM hereunder.

    


    (c)           In
the case of any Proceeding that relates to a Straddle Period of CTM or the CTM
Business, the parties shall use reasonable efforts to cause such Proceeding to
be bifurcated between the period ending on the Distribution Date and the period
beginning after the Distribution Date. If the parties are able to cause the
audit to be so bifurcated, then Sections 2.3(a) and
(b) shall
govern the control of such Proceedings. To the extent that the parties are
unable to cause such bifurcation, IDT and CTM shall jointly control such
Proceeding.

     

     

    
      
        
        

      

      
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    (d)           After
the Distribution Date, each Party shall promptly notify the other Party in
writing upon receipt of written notice of the commencement of any Proceeding or
of any demand or claim upon it, which, if determined adversely, would be grounds
for indemnification from such other Party pursuant to Section 2.1 or could
reasonably be expected to have an adverse Tax effect on the other Party. The
failure of one Party to promptly forward such notification in accordance with
the immediately preceding sentence shall not relieve the other Party of any
obligation under this Agreement, except to the extent that the failure to
promptly forward such notification actually prejudices the ability of the other
Party to contest such Proceeding. Each Party shall, on a timely basis, keep the
other Party informed of all developments in the Proceeding and provide such
other Party with copies of all pleadings, briefs, orders, and other
correspondence pertaining thereto.

    


    SECTION
2.4. Treatment of
Payments; After Tax Basis.

    


    (a)           IDT
and CTM agree to treat any indemnification payments (other than payments of
interest pursuant to Section 2.4(c))
pursuant to this Agreement, including any payments made pursuant to Section 2.5, as
either a capital contribution or a distribution, as the case may be, between IDT
and CTM occurring immediately prior to the Distribution, and to challenge in
good faith any other characterization of such payments by any Taxing Authority.
If, notwithstanding such good faith efforts, the receipt or accrual of any such
payment (other than payments of interest pursuant to Section 2.4(c))
results in taxable income to the indemnified Party, such payment shall be
increased so that, after the payment of any Taxes with respect to the payment,
the indemnified Party shall have realized the same net amount it would have
realized had the payment not resulted in taxable income.

    


    (b)           To
the extent that any liability for Taxes that is subject to indemnification under
Section 2.1 (an
“Indemnified
Tax”) gives rise to an Indemnification Tax Benefit to the indemnified
Party in any taxable period, the indemnified Party will promptly remit to the
indemnifying Party the amount of any such Indemnification Tax Benefit actually
realized. For purposes of this Agreement, “Indemnification Tax
Benefit” means a reduction in the amount of Taxes that are required to be
paid or increase in refund due, whether resulting from a deduction, from reduced
gain or increased loss from disposition of an asset, or otherwise. For purposes
of this Agreement, an indemnified Party will be deemed to have actually realized
an Indemnification Tax Benefit at the time the amount of Taxes such indemnified
Party is required to pay is reduced or the amount of any refund due is
increased. The amount of any Indemnification Tax Benefit in this Section 2.4(b) shall
be calculated by comparing (i) the indemnified Party’s actual Tax liability
taking into account any Indemnified Tax with (ii) what the indemnified Party’s
Tax liability would have been without taking into account any Indemnified Tax.
If, pursuant to this Agreement, the indemnified Party makes a remittance to the
indemnifying Party of any Indemnification Tax Benefit and all or part of
such

    Indemnification
Tax Benefit is subsequently disallowed, the indemnifying Party will promptly pay
to the indemnified Party that portion of such remittance equal to the portion of
the Indemnification Tax Benefit that is disallowed.

    


    (c)           Payments
made pursuant to this Agreement that are not made within the period prescribed
in this Agreement or, if no period is prescribed, within thirty (30) days after
demand for payment is made (the “Payment Period”)
shall bear interest for the period from and including the date immediately
following the last date of the Payment Period through and including the date of
payment at a rate equal to the monthly average of the “prime rate” as published
in the Wall Street Journal, compounded semi-annually. Such interest will be
payable at the same time as the payment to which it relates and shall be
calculated on the basis of a year of 365 days and the actual number of days for
which due; provided, however, that this
provision for interest shall not be construed to give the Party responsible for
such payment the right to defer payment beyond the due date
hereunder.

     

     

    
      
        
        

      

      
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    SECTION
2.5. Retained
Liabilities. To the extent that any payments made by IDT in respect of
the Retained Liabilities (a “Retained Liability
Payment”) gives rise to a Retained Liability Tax Benefit to CTM in any
taxable period, CTM will promptly remit to IDT the amount of any such Retained
Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax
Benefit” means a reduction in the amount of Taxes that are required to be
paid or increase in refund due, whether resulting from a deduction, credit,
increased basis, or otherwise. For purposes of this Agreement, CTM will be
deemed to have actually realized a Retained Liability Tax Benefit at the time
the amount of Taxes CTM is required to pay is reduced or the amount of any
refund due is increased. The amount of any Retained Liability Tax Benefit in
this Section
2.5 shall be calculated by comparing (i) CTM’s actual Tax liability
taking into account any Retained Liability Payment with (ii) what CTM’s Tax
liability would have been without taking into account any Retained Liability
Payment. If, pursuant to this Agreement, CTM makes a remittance to IDT of any
Retained Liability Tax Benefit and all or part of such Retained Liability Tax
Benefit is subsequently disallowed, IDT will promptly pay to CTM that portion of
such remittance equal to the portion of the Retained Liability Tax Benefit that
is disallowed.

    


    SECTION
2.6. Transfer
Taxes. Notwithstanding anything to the contrary herein, IDT shall bear
any and all stamp, duty, transfer, sales and use or similar Taxes incurred in
connection with the Spinoff.

    


    ARTICLE
III. RETURNS AND TAXES ATTRIBUTABLE TO CTM

    


    SECTION
3.1. IDT’s
Responsibility for the Preparation of Tax Returns and for the Payment of
Taxes.

    


    (a)           IDT
shall prepare and file or cause to be prepared and filed all Tax Returns of CTM
or any of its subsidiaries or relating to the CTM Business that are due on or
before the Distribution Date (taking into account any valid extensions thereof),
all Income Tax Returns relating to taxable periods ending on or before the
Distribution Date and all Income Tax Returns of the Affiliated Group or any
Combined Group.

    


    (b)           To
the extent that CTM or any of its subsidiaries or the CTM Business is included
in any Consolidated Return for a taxable period that includes the Distribution
Date, IDT shall include in such Consolidated Return the results of CTM and the
CTM Business on the basis of the Closing of the Books Method. To the extent
permitted by law or administrative practice with respect to other Income Tax
Returns, the taxable period relating to CTM or the CTM Business shall be treated
as ending on the Distribution Date, and if the taxable period does not, in fact,
end on the Distribution Date, the Parties shall apportion all tax items between
the portions of the taxable period before and after the Distribution Date on the
Closing of the Books Method.

    


    SECTION
3.2. CTM’s
Responsibility for the Preparation of Tax Returns and for the Payment of
Taxes. CTM shall prepare and file or cause to be prepared and filed all
Tax Returns relating to Other Taxes of CTM or any of its subsidiaries or the CTM
Business that have not been filed before the Distribution Date. CTM shall
prepare and file or cause to be prepared and filed all Income Tax Returns
relating to taxable periods of CTM and its subsidiaries after the Distribution
Date, except for Income Tax Returns of the Affiliated Group or any Combined
Group and Income Tax Returns of CTM for any Straddle Period as described in
Sections 3.1
and 3.3.

    


    SECTION
3.3. Responsibility
for the Preparation of Straddle Period Income Tax Returns and for the Payment of
Straddle Period Income Taxes. IDT shall prepare and file or cause to be
prepared and filed all Income Tax Returns of CTM for any Straddle Period. All
such Income Tax Returns that are to be prepared and filed by IDT pursuant to
this paragraph shall be submitted to CTM not later than thirty (30) days prior
to the due date for filing of such Tax Returns (or if such due date is within
forty-five (45) days following the Distribution Date, as promptly as practicable
following the Distribution Date). CTM shall have the right to review such Tax
Returns and to review all work papers and procedures used to prepare any such
Tax Return. If CTM, within ten (10) Business Days after delivery of any such Tax
Return, notifies IDT in writing that it objects to any of the items in such Tax
Return, IDT and CTM shall attempt in good faith to resolve the dispute and, if
they are unable to do so, the disputed items shall be resolved (within a
reasonable time, taking into account the deadline for filing such Tax Return) by
an internationally recognized independent accounting firm chosen by both IDT and
CTM. Upon resolution of all such items, the relevant Straddle Period Tax Return
shall be filed on that basis. The costs, fees and expenses of such accounting
firm shall be borne equally by IDT and CTM.

     

     

    
      
        
        

      

      
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    SECTION
3.4. Manner of
Preparation. All Income Tax Returns filed on or after the Distribution
Date shall be prepared and filed on a timely basis (including pursuant to
extensions) by the Party responsible for such filing under this Agreement. In
the absence of a Final Determination to the contrary, a controlling change in
law or circumstances, or accounting method changes pursuant to applications that
are approved by the Internal Revenue Service, all Income Tax Returns of CTM for
tax periods commencing prior to the Distribution Date shall be prepared on a
basis consistent with the elections, accounting methods, conventions,
assumptions and principles of taxation used with respect to the CTM Business for
the most recent taxable periods for which Tax Returns of the Affiliated Group
have been filed.

    


    SECTION
3.5. Carrybacks. CTM
agrees and will cause its subsidiaries not to carry back any net operating
losses, capital losses or credits for any taxable period ending after the
Distribution Date to a taxable period, or portion thereof, ending on or before
the Distribution Date. To the extent that CTM or any of its subsidiaries is
required by applicable law to carry back any such net operating losses, capital
losses or credits, any refund of Taxes attributable to such carryback shall be
for IDT’s account.

    


    SECTION
3.6. Retention of
Records; Cooperation; Access.

    


    (a)           IDT
and CTM shall, and shall cause each of their subsidiaries to retain adequate
records, documents, accounting data and other information (including computer
data) necessary for the preparation and filing of all Tax Returns required to be
filed by IDT or CTM and for any Tax matter covered by this Agreement, including
any Proceeding relating to such Tax Returns or to any Taxes payable by IDT or
CTM or any of their subsidiaries.

    


    (b)           Subject
to the provisions of Section 3.8, IDT and
CTM shall reasonably cooperate with one another in a timely manner with respect
to any Tax matter covered by this Agreement, including any Proceeding described
in Section 2.3.
IDT and CTM shall, and shall cause each of their subsidiaries to, cooperate and
provide reasonable access to (i) all records, documents, accounting data and
other information (including computer data) necessary for the preparation and
filing of all Tax Returns required to be filed by IDT or CTM and for any
Proceeding relating to such Tax Returns or to any Taxes payable by IDT or CTM
and (ii) its personnel and premises, for the purpose of the preparation, review
or audit of such Tax Returns, or in connection with any Tax matter covered by
this Agreement, including any Proceeding described in Section 2.3 as
reasonably requested by either IDT or CTM. The Party requesting or otherwise
entitled to any books, records, information, officers or employees pursuant to
this Section
3.6(b) shall bear all reasonable out-of-pocket costs and expenses (except
reimbursement of salaries, employee benefits and general overhead) incurred in
connection with providing such books, records, information, officers or
employees; provided, however, that any
costs (including but not limited to attorneys’ fees and expenses) arising from
the requested Party’s failure to cooperate under this Section 3.6(b) shall be
payable by such Party.

    


    (c)           The
obligations set forth above in Sections 3.6(a) and
3.6(b) shall
continue until the longer of (i) the time of a Final Determination or (ii)
expiration of all applicable statutes of limitations, to which the records and
information relate. For purposes of the preceding sentence, each Party shall
assume that no applicable statute of limitations has expired unless such Party
has received notification or otherwise has actual knowledge that such statute of
limitations has expired.

     

     

    
      
        
        

      

      
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    SECTION
3.7. Tax
Treatment. The Parties intend that:

    


    (A)           the
Contribution will be qualified as a transaction in which IDT and CTM recognize
no income or gain for U.S. Federal income tax purposes pursuant to Sections 351
and 1032 of the Code; and

    


    (B)           the
Distribution, and the Spinoff as a whole, will be qualified as a (i)
reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code and
(ii) transaction in which the stock distributed thereby is “qualified property”
for purposes of Sections 355(d), 355(e) and 361(c) of the Code as a transaction
in which IDT, CTM and the stockholders of IDT recognize no income or gain for
U.S. Federal income tax purposes pursuant to Sections 355, 361 and 1032 of the
Code. For the avoidance of doubt, recognition of income or gain by IDT or CTM as
a result of taking into account intercompany items or excess loss accounts
pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the
Code shall not mean that the Spinoff does not have tax-free status.

    


    SECTION
3.8. Confidentiality;
Ownership of Information; Privileged Information. The provisions of
Article X of the Separation Agreement relating to confidentiality of
information, ownership of information, privileged information and related
matters shall apply with equal force to any records and information prepared
and/or shared by and among the Parties in carrying out the intent of this
Agreement.

    


    ARTICLE
IV. MISCELLANEOUS

    


    SECTION
4.1. Complete
Agreement; Construction. This Agreement shall constitute the entire
agreement between the Parties with respect to the subject matter hereof and
shall supersede all previous negotiations, commitments and writings with respect
to such subject matter, including, without limitation, any tax sharing agreement
previously entered into by the Parties.

    


    SECTION
4.2. Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by both Parties.

    


    SECTION
4.3. Survival of
Agreements. Except as otherwise contemplated by this Agreement, all
covenants and agreements of the Parties contained in this Agreement shall
survive the Distribution Date.

    


    SECTION
4.4. Notices.
All notices and other communications hereunder shall be in writing and hand
delivered or mailed by registered or certified mail (return receipt requested)
or sent by any means of electronic message transmission with delivery confirmed
(by voice or otherwise) to the Parties at the following addresses (or at such
other addresses for a Party as shall be specified by like notice) and will be
deemed given on the date on which such notice is received:

    


    To
IDT:

    


    IDT Corporation

    550 Broad Street

    Newark
New Jersey 07102

    Fax:
973-438-1010

    Attention:
Bill Pereira

    


                   With
copies to:

    


    IDT Corporation

    550 Broad
Street

    Newark
New Jersey 07102

    Fax:
973-438-1456

    Attention:
Legal Department

     

     

    
      
        
        

      

      
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                   To
CTM:

    


    CTM Media Group, Inc.

    11 Largo
Drive

    South
Stamford, CT 06907

    Fax:
203-724-2397

    Attention:
Marc E. Knoller

    


    SECTION
4.5. Waivers.
The failure of any Party to require strict performance by the other Party of any
provision in this Agreement will not waive or diminish that Party’s right to
demand strict performance thereafter of that or any other provision
hereof.

    


    SECTION
4.6. Amendments. This
Agreement may not be modified or amended except by an agreement in writing
signed by the Parties hereto.

    


    SECTION
4.7. Assignment. This
Agreement shall not be assignable, in whole or in part, directly or indirectly,
by any Party hereto without the prior written consent of the other Party hereto,
and any attempt to assign any rights or obligations arising under this Agreement
without such consent shall be void.

    


    SECTION
4.8. Successors and
Assigns. The provisions to this Agreement shall be binding upon, inure to
the benefit of and be enforceable by the Parties and their respective successors
and permitted assigns.

    


    SECTION
4.9. Additional
Members. Any new members of the Affiliated Group shall automatically
become a Party to this Agreement upon becoming members.

    


    SECTION
4.10. Third Party
Beneficiaries. This Agreement is solely for the benefit of the Parties
hereto and should not be deemed to confer upon third parties any remedy, claim,
liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.

    


    SECTION
4.11. Title and
Headings. Titles and headings to sections herein are inserted for the
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

    


    SECTION
4.12. Exhibits.
The Exhibits to this Agreement shall be construed with and as an integral part
of this Agreement to the same extent as if the same had been set forth verbatim
herein.

    


    SECTION
4.13. Governing Law;
Jurisdiction. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of New Jersey, without regard to the
conflicts of law rules of such state. Each of the Parties (a) consents to submit
itself to the personal jurisdiction of the courts of the State of New Jersey or
any federal court with subject matter jurisdiction located in the District of
New Jersey (and any appeals court therefrom) in the event any dispute arises out
of this Agreement or any Ancillary Agreement or any transaction contemplated
hereby or thereby, (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court,
and (c) agrees that it will not bring any action relating to this Agreement or
any Ancillary Agreement or any transaction contemplated hereby or thereby in any
court other than such courts.

     

     

    
      
        
        

      

      
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    SECTION
4.14. Severability. In the
event any one or more of the provisions contained in this Agreement should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The Parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

    


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    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.

    


    
      
        	 
      	 
      	 
      	 
      	 
      
	
                CTM
      MEDIA HOLDINGS, INC.

              
	 
      	 
      
	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	
                Marc
      E. Knoller

              
	 
      	 
      	
                Title:

              	 
      	
                CEO

              
	 
      
	
                IDT
      CORPORATION

              
	 
      	 
      
	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	
                Bill
      Pereira

              
	 
      	 
      	
                Title:

              	 
      	
                CFO

              


      

    

     

     

     

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