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                                                                   Exhibit 10.12

                               CBD Investor, Inc.
                         333 Middlefield Road, Suite 200
                              Menlo Park, CA 94025

June 11, 2003

Mr. John Schwing
1127 Eversole Road
Cincinnati, OH 45230

Dear John,

     This letter will confirm our commitment to you regarding certain incentive
payments in connection with the recapitalization of CBD Media LLC ("CBD Media")
through the placement of senior subordinated notes, the repayment of existing
credit facilities and a distribution to CBD Holdings LLC ("Holdings") of cash
(the "Recapitalization"). We believe that your efforts have been important to
the success of CBD Media and its ability to enter into the Recapitalization..
Therefore, to incentivize you to remain committed to the success of CBD Media,
we are offering you four incentive programs (1) a one time cash payment to be
made upon closing of the Recapitalization, (2) an award of additional 806 Class
C Units of Holdings to be made upon closing of the Recapitalization, (3) the
potential to receive additional cash payments under an incentive pool in the
event of a Spectrum Exit Event (as defined below), and (4) a cash payment of
$350,000 in the event of a Spectrum Exit Event, the terms of all such incentives
are outlined in more detail below.

Recapitalization Payment
------------------------

     You will be eligible to receive from CBD Investor, Inc. a recapitalization
payment of $150,581.00, but only if you are actively employed on a full-time
basis by CBD Media upon consummation of the Recapitalization. If your employment
is terminated for any reason prior to the consummation of the Recapitalization,
then you will not be entitled to any recapitalization payment. The
recapitalization payment shall be payable immediately following the closing of
the Recapitalization and shall be subject to normal income and employment tax
withholdings and will be paid by CBD Media on behalf of CBD Investor, Inc.

Additional Equity Grant
-----------------------

     If you are actively employed on a full-time basis by CBD Media upon
consummation of the Recapitalization, you will receive an award of an additional
806 Class C Units of Holdings pursuant to the terms and conditions of a
Restricted Units Agreement in the form attached hereto as Exhibit A.

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June 11, 2003
Page 2

Exit Event Incentive Pool
-------------------------

     In the event of a Spectrum Exit Event, then CBD Investor, Inc. will create
an incentive pool (the "Incentive Pool") to be paid to you and the other
eligible employees of CBD Media, subject to the terms and conditions set forth
in this letter.

     The amount of the Incentive Pool shall be determined at the closing of the
Spectrum Exit Event and shall equal the amount determined by subtracting the
Value (as defined below) of the Class C Units of Holdings (the "Class C Units")
from $13,250,000, but in no event shall the Incentive Pool exceed $4,000,000. If
the Value of the Class C Units is less than $8,600,000 or greater than
$13,250,000 CBD Investor, Inc. shall have no obligation to form an Incentive
Pool or to pay you or any other CBD Media employee any amount under the terms of
this letter (other than the recapitalization payment referred to above, if you
meet the eligibility criteria for that payment). The CBD Media employees who are
eligible to participate in the Incentive Pool consist solely of those employees
of CBD Media on the date of this letter (the "Participants").

     You shall be required to vest in your portion of the Incentive Pool. You
shall vest in 20% of your portion of the Incentive Pool, on each anniversary of
the closing of the Recapitalization. In the event that your employment with CBD
Media is terminated for any reason, prior to the fifth anniversary of the
closing of the Recapitalization, you will forfeit your right to your portion of
Incentive Pool in which you have not yet vested. However, if you are employed by
CBD Media on the date of a Spectrum Exit Event, you will be fully vested in your
portion of the Incentive Pool, if any, regardless of the time period elapsed
since the closing of the Recapitalization.

     The actual amount you will receive from the Incentive Pool (your "Payment
Amount") shall be determined as follows:

          .  The Incentive Pool shall be divided between all Participants first
             based on the relative percentage ownership each such eligible
             Participant holds of Class C Units as a percentage of all Class C
             Units held by Participants (giving effect to the allocation of
             forfeited portions of the Incentive Pool, as set forth below) on
             the date of a Spectrum Exit Event.

          .  Next each Participant shall have his or her portion of the
             Incentive Pool adjusted to reflect vesting and the forfeiture of
             any portion of his or her share of the Incentive Pool.

          .  Finally, for each Participant who is fully vested, his or her
             portion of the Incentive Pool shall be increased by the amount
             forfeited by other Participants, with such forfeitures being
             allocated to all fully vested Participants based on the relative
             ownership each such fully vested Participant holds of Class C Units
             as a percentage of all Class C Units held by all fully vested
             Participants.

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June 11, 2003
Page 3

     For the purposes of this letter, a "Spectrum Exit Event" will occur upon
the consummation of any one or more of the following which results in the Class
C Units collectively having a Value of at least $8,600,000:

          (a)  Holdings sells or otherwise disposes to a party independent of
               Holdings, CBD Media, CBD Investor, Inc. or Spectrum Equity
               Investors and their affiliates (a "Third Party") in one or more
               transactions in a series of transactions 50% or more of the
               equity interests in CBD Media and the net proceeds from such
               transaction(s) are ultimately distributed to CBD Investor, Inc.
               through Holdings;

          (b)  a sale of 50% or more of the assets of CBD Media to a Third Party
               in one or more transactions and the net proceeds from such sale
               are ultimately distributed to CBD Investor, Inc. through a
               distribution to Holdings;

          (c)  Affiliates of Spectrum Equity Investors sell or otherwise dispose
               to a Third Party in one or more transactions in a series of
               transactions 50% or more of the equity of CBD Investor, Inc.; or

          (d)  CBD Investor, Inc. or its affiliates sell or otherwise dispose to
               a third party in one or more transactions in a series of
               transactions 50% or more of the equity interests in Holdings.

     However, in no event shall any of the foregoing result in a Spectrum Exit
Event, if 10% or more of the equity of the purchaser is beneficially owned by
employees of CBD Media, either individually or directly or indirectly through an
entity.

     The "Value" of the Class C Units will be determined by CBD Investor, Inc.
based on the aggregate equity value that Holdings, CBD Investor, Inc. or the
affiliates of Spectrum Equity Investors actually receive in the Spectrum Exit
Event for or on behalf of their equity interest in Holdings, or CBD Investor,
Inc. as the case may be, at the consummation of the Spectrum Exit Event and the
relative equity ownership of the Class C Units in Holdings. In the event
post-closing adjustments would result in the increase or decrease in the Value
of the Class C Units, the Value of the Class C Units and your Payment Amount
shall be adjusted to reflect such increase or decrease, as applicable. In the
event that the proceeds received in the Spectrum Exit Event include securities
of another entity, CBD Investors shall determine the value of such securities in
its sole discretion; provided, however, that the value of any publicly traded
securities shall be the closing price of such securities on the date of the
consummation of the Spectrum Exit Event.

     CBD Investor, Inc. may, in its discretion, withhold a portion of your
Payment Amount, subject to resolution of all post-closing adjustments. The
remainder of your Payment Amount shall be payable promptly following the
consummation of the Spectrum Exit Event. Your Payment Amount shall be subject to
normal income and employment tax withholdings and will be paid by CBD Media on
behalf of CBD Investor, Inc.

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June 11, 2003
Page 4

     Exit Event Payment
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     Finally, if you are employed by CBD Media on a full-time basis at the time
of a Spectrum Exit Event, and the Value of the Class C Units equals or exceeds
$8,600,000, but does not exceed $13,250,000, then CBD Investor, Inc. will pay
you in a cash lump sum an amount equal to $350,000, subject to normal income and
employment tax withholdings. Such amount will be paid by CBD Media on behalf of
CBD Investor, Inc.

     Nothing contained in this letter agreement conveys upon you the right to
continue to be employed by CBD Media, constitutes a contract or agreement of
employment or restricts CBD Media's right to terminate you at any time, with or
without cause, subject to the terms of any written employment agreement between
you and CBD Media.

     The terms of this letter agreement will be governed by the laws of the
State of Ohio.

     We thank you for your continued hard work and support of CBD Media. Please
indicate your acceptance of the terms set forth in this letter agreement by
signing and dating it below and returning your signed copy to me.

                                        Very truly yours,

                                        CBD Investor, Inc.


                                        By:         /s/  Brion Applegate
                                           -------------------------------------
                                                       Brion Applegate

Agreed and Accepted:
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       /s/  John Schwing
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         John Schwing

Date: June 11, 2003