1290719--3/31/2006--CBD_Media_Holdings

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Our significant dependence on third-party service providers could materially and adversely affect us. The loss of any of our key agreements with Cincinnati Bell Inc. or its wholly-owned subsidiary, Cincinnati Bell Telephone Company, could have a material adverse effect on our business. We focus exclusively on the Cincinnati-Hamilton metropolitan area, and consequently we may be subject to greater business risk than more geographically diversified directory publishers. Competition from other directory publishers and other forms of advertising media could materially and adversely affect us. A decline in the dominance of Cincinnati Bell Telephone Company could adversely affect our business. Fluctuations in the price of paper could adversely affect our cost of revenue, results of operations and cash flows. Our practice of extending credit to small and medium-sized businesses may result in sales adjustments and could have a material adverse effect on our financial position, results of operations and cash flows. Our sales of advertising to national accounts is coordinated by third parties that we do not control. Given our limited number of employees, the loss of key personnel could have a material adverse effect on our business due to their specific knowledge associated with CBD Media the yellow pages industry.

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1290719--3/31/2006--CBD_Media_Holdings_LLC