IDT SPECTRUM, INC. S-1

FORM S-1

AMENDED AND RESTATED SENIOR NOTE DUE 2010.

TAX OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.

AMENDED AND RESTATED MASTER SERVICES AGREEMENT, DATED AS OF AUGUST 11, 2005

AMENDED AND RESTATED MASTER SERVICES AGREEMENT, DATED AS OF AUGUST 11, 2005

AMENDED AND RESTATED MASTER SERVICES AGREEMENT, DATED AS OF AUGUST 11, 2005

AMENDED AND RESTATED MASTER SERVICES AGREEMENT, DATED AS OF AUGUST 11, 2005

CONTRIBUTION AGREEMENT, MADE AND ENTERED IN TO AS OF JANUARY 31, 2005

CONTRIBUTION AGREEMENT, MADE AND ENTERED INTO AS OF DECEMBER 29, 2004

ASSIGNMENT AND ASSUMPTION AGREEMENT, MADE AND ENTERED AS OF DECEMBER 29, 2004

ASSIGNMENT AND ASSUMPTION AGREEMENT, MADE AND ENTERED IN AS OF JANUARY 31, 2005

EMPLOYMENT LETTER, DATED MARCH 31, 2005, JOHN PETRILLO

AGREEMENT LETTER, DATED APRIL 8, 2005, PETER B. ATWAL

EMPLOYMENT LETTER, DATED JUNE 20, 2005, CHRIS O'LOUGHLIN

EMPLOYMENT LETTER, DATED JULY 21, 2005, R. COLIN HICKEY

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT ENTERED INTO AS OF AUGUST 1, 2005

SUBSIDIARIES OF IDT SPECTRUM, INC.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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