Exhibit 14.1  Adopted: September 12, 2006  This
online version of Live Nations Code of Business Conduct and Ethics has been
modified from the original version distributed to our employees to safeguard
the integrity of our internal communications.  GRAPHIC  LIVE NATION, INC.  CODE OF BUSINESS CONDUCT AND ETHICS  Table of Contents  Forward
  
  iiiIntroduction
  
  1Compliance
  with Laws
  
  3Antitrust Laws
  
  3Anticorruption Laws
  
  4Conflicts
  of Interest
  
  5Doing Business with Family Members
  
  6Ownership in Other Businesses
  
  6Outside Employment
  
  7Service on Boards
  
  8Business Opportunities
  
  8Policy
  on Related-Person Transactions
  
  8Gifts
  and Entertainment
  
  9Accepting Gifts and Entertainment
  
  9Giving Gifts and Entertaining
  
  10Fair
  Dealing
  
  11Securities
  Laws and Insider Trading
  
  11Responding
  to Inquiries from the Press and Others
  
  12Political
  Activity
  
  13Safeguarding
  Corporate Assets
  
  13Equal
  Employment Opportunity and Anti-Harassment
  
  14Health,
  Safety and the Environment
  
  15Accuracy
  of Company Records
  
  16Record
  Retention
  
  17Administration
  of the Code
  
  17Non-retaliation
  Policy for Employees Who Report Violations of Law
  
  19Description
  of Responsibilities of our Vice President of Human Resources
  
  20Asking
  for Help and Reporting Concerns
  
  21  Note:This code and related policies are
current as of September 12, 2006. In some respects our policies may exceed
minimum legal requirements or industry practice. Nothing contained in this code
should be construed as a binding definition or interpretation of a legal
requirement or industry practice.


To obtain additional
copies of this code, you may access it:  ·from
the web, at http://www.livenation.com;  ·via
the intranet, at http://www.intranet.livenation.com/index.php; or  ·by
contacting the Legal Department.


Forward  To all employees:  Our
company is founded on our commitment to the highest ethical principles and
standards. We value honesty and integrity above all else. Upholding these
commitments is essential to our continued success.  The
law and the ethical principles and standards that comprise this code of conduct
must guide our actions. The code is, of course, broadly stated. Its guidelines
are not intended to be a complete listing of detailed instructions for every
conceivable situation. Instead, it is intended to help you develop a working
knowledge of the laws and regulations that affect your job.  Adhering
to this code is essential. I have personally taken the time to study it
carefully and I encourage you to do the same.  Ultimately,
our most valuable asset is our reputation. Complying with the principles and
standards contained in this code is the starting point for protecting and
enhancing that reputation. Thank you for your commitment!   Michael
  RapinoPresident
  and Chief Executive Officer


Introduction  The
company has created this code of conduct to ensure that our employees business
decisions follow our commitment to the highest ethical standards and the law.
Adherence to this code and to our other official policies is essential to
maintaining and furthering our reputation for fair and ethical practices among
our customers, shareholders, employees and communities.  The
code of conduct applies to all company employees, officers and members of the
Board of Directors, except where superseded by specific terms of a valid
contract between you and the company or a valid collective bargaining
agreement. In the event that this code conflicts with the Live Nation Employee
Handbook or any other company policy, the terms of this code shall control. If
you have any questions regarding the interpretation of this code, or in the
event you believe that an actual or apparent conflict exists between this code
and the Employee Handbook or any contractual arrangement, please contact the
appropriate person as described below in the section entitled Asking for Help and Reporting
Concerns.  The
provisions of this code are not intended to, and should not be interpreted to,
prohibit activities otherwise protected by law (including legal labor
organizing activity). If you have questions as to the interpretation of any
provision of this code, please contact the appropriate person as described
below in the section entitled Asking for Help and Reporting Concerns.  It is
the responsibility of each employee covered by the code to comply with all
applicable laws and regulations and all provisions of this code and the related
policies and procedures. Each employee covered by the code must report any
violations of the law or this code. Failure to report such violations or
failure to follow the provisions of this code may have serious legal
consequences and will result in disciplinary action, up to and including the
termination of your employment.  This
code summarizes certain laws and the ethical policies that apply to all of our
employees, officers and directors. Several provisions in this code refer to
more detailed policies that either (1) concern more complex company policies
or legal provisions or (2) apply to select groups of individuals within
our company. If these detailed policies are applicable to you, it is important
that you read, understand and comply with them. If you have questions as to
whether any detailed policies apply to you, please contact the appropriate
person as described below in the section entitled Asking for Help and Reporting
Concerns.  Situations
that involve ethics, values and violations of certain laws are often very
complex. No single code of conduct can cover every business situation that you
will encounter. Consequently, we have implemented the compliance procedures
outlined in the sections of this code entitled Administration of the Code and


Asking for Help and Reporting
Concerns. The thrust of our procedures is when in doubt, ask.
If you do not understand a provision of this code, are confused as to what
actions you should take in a given situation or wish to report a violation of
the law or this code, you should follow those compliance procedures. Those
procedures will generally direct you to talk to either your immediate
supervisor, your Human Resources Representative, the Employee Service Line or
the Legal Department. There are few situations that cannot be resolved if you
follow these procedures.  After
reading this code, you should:  ·Have a thorough knowledge of the codes terms and
provisions.  ·Be able to recognize situations that present legal or
ethical dilemmas.  ·Be able to deal effectively with questionable
situations in conformity with this code.  In order to be able to
accomplish these goals, we recommend that you take the following steps:  ·Read this code of conduct thoroughly.  ·If there are references to more detailed policies that
are not contained in this code, obtain and read those policies if they apply to
you.  ·Think about how the provisions of this code apply to
your job, and consider how you might handle situations to avoid illegal,
improper or unethical actions.  ·If you have questions, please contact the appropriate
person as described below in the section entitled Asking for Help and Reporting
Concerns.  When
you are faced with a situation and you are not clear as to what action you
should take, ask yourself the following questions:  ·Is the action legal?  ·Does the action comply with this code?  ·How will your decision affect others, including our
customers, shareholders, employees and the community?  ·How will your decision look to others? If your action
is legal but can result in the appearance of wrongdoing, consider taking
alternative steps.  2


·How would you feel if your decision were made public?
Could the decision be honestly explained and defended?  ·Haveyou followed the procedures described
below in the section entitled Asking for Help and Reporting Concerns regarding the
action?  To reiterate, when in doubt, ask.  We do not create any contractual or legal rights or
guarantees by issuing this code, and we reserve the right to amend, alter and
terminate this code at any time and for any reason. Please note that this code
is not an employment contract and does not modify the employment relationship
between us and you. You are encouraged to read the Live Nation Employee
Handbook in addition to this code.  Compliance
with Laws  First
and foremost, our policy is to behave in an ethical manner and comply with all
laws, rules and government regulations that apply to our business.
Although we address several important legal topics in this code, we cannot
anticipate every possible situation or cover every topic in detail. It is your
responsibility to know and follow the law and conduct yourself in an ethical
manner. It is also your responsibility to report any violations of the law or
this code. You may report such violations by following the compliance
procedures contained in the section of the code entitled Asking for Help and Reporting
Concerns.  Antitrust
Laws  Antitrust
laws are designed to ensure a fair and competitive marketplace by prohibiting
various types of anticompetitive behavior. Some of the most serious antitrust
offenses occur between competitors, such as agreements to fix prices or to
divide customers, territories or markets. Accordingly, it is important to avoid
discussions with our competitors regarding pricing, terms and conditions,
costs, marketing plans, customers or any other proprietary or confidential
information. Foreign countries often have their own body of antitrust laws, so
our international operations may also be subject to antitrust laws of other
foreign countries.  Unlawful
agreements need not be written. They can be based on informal discussions or
the mere exchange of information with a competitor. If you believe that a
conversation with a competitor enters an inappropriate area, end the
conversation at once. Membership in trade associations (this does not include
labor unions) is permissible only if approved in advance by our Legal
Department.  3


Whenever
any question arises as to the application of antitrust laws, you should consult
with our Legal Department, and any agreements with possible antitrust
implications should be made only with the prior approval of our Legal
Department.  Anticorruption
Laws  Conducting
business with governments is not the same as conducting business with private
parties. What may be considered an acceptable practice in the private business
sector may be improper or illegal when dealing with government officials.
Improper or illegal payments to government officials are prohibited. Government
officials includes employees of any government anywhere in the world, even
low-ranking employees or employees of government-controlled entities, as well
as political parties and candidates for political office. If you deal with such
persons or entities, you should consult with our Legal Department to be sure
that you understand these laws before providing anything of value to a
government official.  If you
are involved in transactions with foreign government officials, you must comply
not only with the laws of the country with which you are involved but also with
the U.S. Foreign Corrupt Practices Act. This act makes it illegal to pay or
promise to pay money or anything of value to any government official for the
purpose of directly or indirectly obtaining or retaining business. This ban on
illegal payments and bribes also applies to agents or intermediaries who use
funds for purposes prohibited by the statute.  In
some countries it is permissible to pay government employees for performing
certain required duties. These facilitating payments, as they are known, are
small sums paid to facilitate or expedite routine, non-discretionary government
actions, such as obtaining phone service or an ordinary license. In contrast, a
bribe, which is never permissible, is giving or offering to give anything of
value to a government official to influence a discretionary decision.
Understanding the difference between a bribe and a facilitating payment is very
important. You must have approval from our Legal Department before making any
payment or gift to a foreign government official.  This discussion is not comprehensive and you are expected to
familiarize yourself with all laws and regulations relevant to your position
with us, as well as all our related written policies on these laws and
regulations, including the Employee Handbook.To this end, your Human Resources Representative, the
Employee Service Line and the Legal Department are available to answer your
questions. If you have any questions concerning any possible reporting or
compliance obligations, or with respect to your own duties under the law, you
should not hesitate to call and seek guidance by following the compliance
procedures contained in the section of the code entitled Asking for Help and Reporting Concerns.  4


Conflicts
of Interest  All of
us must be able to perform our duties and exercise judgment on behalf of our
company without influence or impairment, or the appearance of influence or
impairment, due to any activity, interest or relationship that arises outside
of work. Put more simply, when our loyalty to our company is affected by actual
or potential benefit or influence from an outside source, a conflict of
interest exists. We should all be aware of any potential influences that impact
or appear to impact our loyalty to our company. In general, you should avoid
situations where your personal interests conflict, or appear to conflict, with
those of our company.  Any
time you believe a conflict of interest may exist, you must disclose the
potential conflict of interest to your immediate supervisor. Any activity that
is approved, despite the actual or apparent conflict, must be documented. Any
activity that could raise a potential conflict of interest that involves an
executive officer must be approved by our Board of Directors or its designated
committee. Any activity that could raise a potential conflict of interest
involving an officer with the title of Vice President and above must be
approved by our General Counsel.  It is
not possible to describe every conflict of interest, but some situations that
could cause a conflict of interest include:  ·Doing business with family members  ·Havinga financial interest in another company
with whom we do business  ·Takinga second job  ·Managingyour own business  ·Servingas a director of another business  ·Beinga leader in some organizations  ·Divertinga business opportunity from our company
to yourself or to another company  5


Doing
Business with Family Members  A
conflict of interest may arise if family members work for a supplier, customer
or other third party with whom we do business. It also may be a conflict if a
family member has a significant financial interest in a supplier, customer or
other third party with whom we do business. A significant financial interest
is defined below. Before doing business on our behalf with an organization in
which a family member works or has a significant financial interest, you must
disclose the situation and obtain approval from your immediate supervisor.
Document the approval if it is granted. You do not need to disclose the
relationship or obtain prior approval unless you deal with the customer or
supplier.  Family members include
your:  ·Spouse  ·Parents  ·Children  ·Siblings  ·In-laws  ·Lifepartner  Employing
relatives or close friends who report directly to you may also be a conflict of
interest. Although our company encourages employees to refer candidates for job
openings, employees who may influence a hiring decision must avoid giving an
unfair advantage to anyone with whom they have a personal relationship. In
particular, supervisors should not hire relatives or attempt to influence any
decisions about the employment or advancement of people related to or otherwise
close to them, unless they have disclosed the relationship and obtained the
approval of their immediate supervisor.  Ownership
in Other Businesses  Any
direct or indirect significant financial interest in one of our competitors,
suppliers, customers or other third parties with whom we do business creates a
potential conflict of interest. You should not allow your investments to
influence, or appear to influence, your independent judgment. In general, you
should not own, directly or indirectly, a significant financial interest in any
company that competes with our company or that does, or seeks to do, business
with us.  Two
tests determine if a significant financial interest exists:  ·You or a family
member owns more than 5% of the outstanding stock of a business or you or a
family member has or shares discretionary authority with respect to the
decisions made by that business, or  ·the investment
represents more than 5% of your total assets or of your family members total
assets.  6


If you
or a family member has a significant financial interest in a company with whom
we do business or propose to do business, that interest must be approved by
your immediate supervisor prior to the transaction.  Notwithstanding
the foregoing, non-employee directors of our company and their family members
may have significant financial interests in, or be affiliates of, suppliers,
customers, competitors and third parties with whom we do business or propose to
do business. However, a director must:  ·disclose any such relationship promptly after the
director becomes aware of it,  ·removehimself or herself from any Board
activity that directly impacts the relationship between our company and any
such company with respect to which the director has a significant financial
interest or is an affiliate, and  ·obtainprior approval of the Board of Directors
or its designated committee for any transaction of which the director is aware
between our company and any such company.  Outside
Employment  Sometimes
our employees desire to take additional part-time jobs or do other work after
hours, such as consulting or other fee-earning services. This kind of work does
not in and of itself violate our code. However, the second job must be strictly
separated from your job with us, and must not interfere with your ability to
devote the time and effort needed to fulfill your duties to us as our employee.
Full-time employees of the company cannot engage in any outside activity that
causes competition with us or provides assistance to our competitors or other
parties (such as suppliers) with whom we regularly do business. You should
avoid outside activities that embarrass or discredit us. Outside work may never
be done on company time and must not involve the use of our supplies or
equipment. Additionally, you should not attempt to sell services or products
from your second job to us.  Before
engaging in a second line of work, full-time employees of the company should
disclose any plans to your business unit head to confirm that the proposed
activity is not contrary to our best interests. You may also contact our Human
Resources Department for more information about our policies concerning outside
employment.  7


Service
on Boards  Serving
as a director of another corporation may create a conflict of interest. Being a
director or serving on a standing committee of some organizations, including
government agencies, also may create a conflict.  Before
accepting an appointment to the board or a committee of any organization whose
interests may conflict with our companys interests, you must discuss it with
our Legal Department and obtain approval. This rule does not apply to
non-employee directors of our company.  Business
Opportunities  Business
opportunities relating to the kinds of products and services we usually sell or
the activities we typically pursue that arise during the course of your
employment or through the use of our property or information belong to our
company. Similarly, other business opportunities that fit into our strategic
plans or satisfy our commercial objectives that arise under similar conditions
also belong to us. You may not direct these kinds of business opportunities to
our competitors, to other third parties or to other businesses that you own or
are affiliated with.  Loans  Unlawful
extensions of credit by our company in the form of personal loans to our
executive officers and directors are prohibited. All other loans by our company
to, or guarantees by our company of obligations of, officers with the title of
Vice President or above must be made in accordance with established company
policies approved by our Board of Directors or its designated committee.  If you
have any questions concerning a potential conflict of interest, contact the
Employee Service Line or the Legal Department.  Policy on Related-Person Transactions  Our
executive officers and directors should report any related-person transaction
(as defined below), or proposed related-person transaction, to our General
Counsel promptly after becoming aware of it. It is the responsibility of the
individual executive officer and director to inform the General Counsel and
obtain the requisite approval described below prior to entering into any
related-person transaction.  Any
proposed related-person transaction involving our company or its affiliates and
one of our executive officers must be pre-approved by the audit committee of
our Board of Directors.  8


Any
proposed related-person transaction involving our company or its affiliates and
one of our non-employee directors must be pre-approved by the audit committee
of our Board of Directors.  All
related-person transactions that commenced during a fiscal quarter shall be
reviewed by the audit committee of our Board of Directors after the close of
the quarter. If the audit committee determines that additional procedures
relating to such transactions are necessary or appropriate, it may change this
policy accordingly.  For
purposes of this policy, a related-person transaction is defined by reference
to Item 404 of the Securities and Exchange Commissions Regulation S-K.
Generally, Item 404 requires public disclosure of any transaction since
the beginning of our last fiscal year, or any proposed transaction, in which
the company was, or will be, a participant, the amount involved exceeds
$120,000 and any related person (as defined below) had, or will have, a
direct or indirect material interest in the transaction. Related person
includes, generally, any (1) director or executive officer of the company,
(2) nominee for director, (3) stockholder who beneficially owns more
than 5% of any class of the companys voting securities and (4) family
members of any of the persons set forth in (1) through (3) above. All
related-person transactions must be publicly disclosed.  Gifts
and Entertainment  We are
dedicated to treating fairly and impartially all persons and firms with whom we
do business. Therefore, our employees must not give or receive gifts,
entertainment or gratuities that could influence or be perceived to influence
business decisions. Misunderstandings can usually be avoided by conduct that
makes clear that our company conducts business on an ethical basis and will not
seek or grant special considerations.  Accepting
Gifts and Entertainment  You
should never solicit a gift or favor from those with whom we do business. You
may not accept gifts of cash or cash equivalents.  You
may accept novelty or promotional items (such as inexpensive pens, mugs and
calendars that bear a companys name) or modest gifts of limited value (under
$500) related to commonly recognized occasions, such as a promotion, holiday,
wedding or retirement, if:  ·this happens only occasionally,  9


·the gift was not solicited, and  ·disclosure of the gift would not embarrass our company
or the people involved or appear to compromise our ability to make objective business
decisions.  If you
wish to accept a gift with a value in excess of $500, you must get the approval
of your Division Head.  Giving
Gifts and Entertaining  Gifts
of nominal value (under $500) and reasonable entertainment for customers,
potential customers and other third parties with whom we do business are
permitted. However, any gift or entertainment must:  ·support our companys legitimate business interests,  ·be reasonable and customary, not lavish or
extravagant, and  ·not be likely to embarrass our company or the
recipient if publicly disclosed.   Under no circumstances
can any bribe, kickback or illegal payment or gift of cash or cash equivalents
be made. Also, special rules apply when dealing with government employees,
as discussed in this code under Compliance with Laws  Anticorruption Laws.  If you
are not sure whether a specific gift or entertainment is permissible, contact
your immediate supervisor. If you propose to give a gift with a value in excess
of $500, you must get the approval of your Division Head.  10


Fair Dealing  We
have built a reputation as a trustworthy and ethical member of our community
and our industry. We are committed to maintaining the highest levels of
integrity and fairness within our company. When we fail to negotiate, perform
or market in good faith, we may seriously damage our reputation and lose the
loyalty of our customers. You must conduct business honestly and fairly and not
take unfair advantage of anyone through any misrepresentation of material
facts, manipulation, concealment, abuse of privileged information, fraud or
other unfair business practice.  Securities Laws and Insider Trading  Because
we are a public company, we are subject to a number of laws concerning the
purchase and sale of our stock and other publicly traded securities. Regardless
of your position with us, if you are aware of what is known as material inside
information regarding our company, business, affairs or prospects, you may not
disclose that information to anyone outside our company, and you are not
allowed to buy or sell our stock or other publicly-traded securities until the
material inside information is known not only by other individuals within our
company, but also by the general public. The improper use of material inside
information is known as insider trading. Insider trading is a criminal offense
and is strictly prohibited.  Material
inside information is any information concerning us that is not available to
the general public and which an investor would likely consider to be important
in making a decision whether to buy, sell or hold our stock or other
securities. A good rule of thumb to determine whether information about us
is material inside information is whether or not the release of that
information to the public would be likely to have an effect on the price of our
stock. Examples of material inside information include information concerning
earnings estimates, changes in previously released earnings estimates, a
pending stock split, dividend changes, significant merger, acquisition or
disposition proposals, major litigation, the loss or acquisition of a major
contract and major changes in our management. Material inside information is no
longer deemed inside information once it is publicly disclosed and the market
has had sufficient time to absorb the information. Examples of effective public
disclosure are the filing of such inside information with the Securities and
Exchange Commission, the printing of such information in The Wall Street Journal or other
publications of general circulation or the release of such information through
a major news wire service, in each case giving the investing public a fair
amount of time to absorb and understand our disclosures.  11


In
addition to being prohibited from buying or selling our stock or other
publicly-traded securities when you are in possession of material inside
information, you are also prohibited from disclosing such information to anyone
else (including friends and family members) in order to enable them to trade on
the information. In addition, if you acquire material inside information about
another company due to your relationship with us, you may not buy or sell that
other companys stock or other securities until such information is publicly
disclosed and sufficiently disseminated into the marketplace.  The
following are general guidelines to help you comply with this policy:  ·Do not share material inside information with people
within our company whose jobs do not require them to have the information.  ·Do not disclose any non-public information, material
or otherwise, concerning our company to anyone outside our company unless
required as part of your duties and the person receiving the information has a
reason to know the information for company business purposes.  ·If you have material inside information regarding us,
or regarding any other publicly traded company that you obtained from your
employment or relationship with us, you must not buy or sell, or advise anyone
else to buy or sell, our securities or that other companys securities, until
such information is publicly disclosed and sufficiently disseminated into the
marketplace.  Penalties
for trading on or communicating material inside information are severe. If you
are found guilty of an insider trading violation, you can be subject to civil
and even criminal liability. In addition to being illegal, we believe that
insider trading is unethical and will be dealt with firmly, which may include
terminating your employment with us and reporting violations to appropriate
authorities.  If you
have any questions concerning the securities laws or about our policies with regard
to those laws, or regarding the correct ethical and legal action to take in a
situation involving material inside information, please review our Insider
Trading Policy or contact our General Counsel.  Responding to Inquiries from the Press and Others  Our
company is subject to laws that govern the timing of our disclosures of
material information to the public and others. Only certain designated
employees may discuss our company with securities analysts, investors or the
news media.  12


All
inquiries from securities analysts or investors regarding financial or other
information about our company should be referred to our Investor Relations
Department. All inquiries from the media and general inquiries from third
parties should be referred to our Communications Department.  Political Activity  We
will fully comply with all political contribution laws. Our funds may not be
used for contributions of any kind to any political party or committee or to
any candidate or holder of any government position (national, state or local)
unless such contribution is permitted by law and complies with our company
policy. Please contact our Legal Department to determine whether a specific
company contribution is permitted.  It is
against our policy for you to lobby our other employees on behalf of a
political candidate during the work day. It is also against our policy to
reimburse an employee for any political contributions or expenditures. Outside
normal office hours, you are free to participate in political campaigns on
behalf of candidates or issues of your choosing, as well as make personal
political contributions.  Safeguarding Corporate Assets  We
have a responsibility to protect company assets entrusted to us from loss,
theft, misuse and waste. Company assets and funds may be used only for business
purposes and may never be used for illegal purposes. Incidental personal use of
telephones, fax machines, copy machines, personal computers, e-mail and similar
equipment is generally allowed if it is occasional, there is no significant
added cost to us, it does not interfere with your work responsibilities and is
not related to an illegal activity or outside business. If you become aware of
theft, waste or misuse of our assets or funds or have any questions about your
proper use of them, you should speak immediately with your immediate
supervisor.  It is
also important that you protect the confidentiality of company information.
Confidential or proprietary information includes all information that is not
generally known to the public and is helpful to the company, or would be
helpful to competitors. Proprietary information should be marked accordingly,
kept secure and access limited to those who have a need to know in order to do
their jobs.  13


Our
business relations are built on trust, and our customers and suppliers count on
that trust. If you learn information from them that is not otherwise public,
you should keep that information confidential also.  We
must all be sensitive to the impact of comments made over the Internet through
public forums such as chat rooms and bulletin boards. In such forums, you may
not post any information about the company including comments about our
products, stock performance, operational strategies, financial results,
customers or competitors, even in response to a false statement or question.
This applies whether you are at work or away from the office. Our company owns
all e-mail messages that are sent from or received through the companys
systems. We may monitor your messages and may be required to disclose them in
the case of litigation or governmental inquiry.  Equal Employment Opportunity and Anti-Harassment  We are
committed to providing equal employment opportunities for all our employees and
will not tolerate any speech or conduct that is intended to, or has the effect
of, discriminating against or harassing any qualified applicant or employee
because of his or her race, color, religion, sex (including pregnancy,
childbirth or related medical conditions), national origin, age, physical or
mental disability, veteran status or any characteristic protected by law. We
will not tolerate discrimination or harassment by anyone  managers, supervisors,
co-workers, vendors or our customers. This policy extends to every phase of the
employment process, including: recruiting, hiring, training, promotion,
compensation, benefits, transfers, discipline and termination, layoffs,
recalls, and company-sponsored educational, social and recreational programs,
as applicable. If you observe conduct that you believe is discriminatory or
harassing, or if you feel you have been the victim of discrimination or
harassment, you should notify your immediate supervisor, your Human Resources
Representative or the Employee Service Line immediately.  Not
only do we forbid unlawful discrimination, we take affirmative action to ensure
that applicants are employed, and employees are treated during employment,
without regard to their race, color, religion, sex (including pregnancy,
childbirth or related medical conditions), national origin, age, physical or
mental disability, veteran status or any characteristic protected by law.  The
Human Resources Department has been assigned specific responsibilities for
implementing and monitoring affirmative action and other equal opportunity
programs. One of the tenants of this code, however, is that all employees are
accountable for promoting equal opportunity practices within our company. We
must do this not just because it is the law, but because it is the right thing
to do.  14


For
more information concerning our anti-discrimination and anti-harassment
policies, you should refer to our Employee Handbook. We will not retaliate
against any employee for filing a good faith complaint under our
anti-discrimination and anti-harassment policies or for cooperating in an
investigation and will not tolerate or permit retaliation by management, employees
or co-workers. To the fullest extent possible, the company will keep complaints
and the terms of their resolution confidential. If an investigation confirms
harassment or discrimination has occurred, the company will take corrective
action against the offending individual, including discipline up to and
including immediate termination of employment, as appropriate.  Health, Safety and the Environment  We are
committed to providing safe and healthy working conditions by following all
occupational health and safety laws governing our activities.  We
believe that management and each and every employee have a shared
responsibility in the promotion of health and safety in the workplace. You
should follow all safety laws and regulations, as well as company safety
policies and procedures. You should immediately report any accident, injury or
unsafe equipment, practices or conditions.  You
also have an obligation to carry out company activities in ways that preserve
and promote a clean, safe and healthy environment. You must strictly comply
with the letter and spirit of applicable environmental laws and the public
policies they represent.  The
consequences of failing to adhere to environmental laws and policies can be
serious. Our company, as well as individuals, may be liable not only for the
costs of cleaning up pollution, but also for significant civil and criminal
penalties. You should make every effort to prevent violations from occurring
and report any violations to your immediate supervisor, our General Counsel or
our Vice President of Risk Management.  15


Accuracy of Company Records  All
information you record or report on our behalf, whether for our purposes or for
third parties, must be done accurately and honestly. All of our records
(including accounts and financial statements) must be maintained in reasonable
and appropriate detail, must be kept in a timely fashion, and must
appropriately reflect our transactions. Falsifying records or keeping
unrecorded funds and assets is a severe offense and may result in prosecution
or loss of employment. When a payment is made, it can only be used for the
purpose spelled out in the supporting document.  Information
derived from our records is provided to our shareholders and investors, as well
as government agencies. Thus, our accounting records must conform not only to
our internal control and disclosure procedures but also to generally accepted
accounting principles and other laws and regulations, such as those of the
Internal Revenue Service and the Securities and Exchange Commission. Our public
communications and the reports we file with the Securities and Exchange
Commission and other government agencies should contain information that is
full, fair, accurate, timely and understandable in light of the circumstances
surrounding disclosure.  Our
internal and external auditing functions help ensure that our financial books,
records and accounts are accurate. Therefore, you should provide our accounting
department, internal auditing staff, audit committee and independent public
accountants with all pertinent information that they may request. We encourage
open lines of communication with our audit committee, accountants and auditors
and require that all our personnel cooperate with them to the maximum extent
possible. It is unlawful for you to fraudulently influence, induce, coerce,
manipulate or mislead our independent public accountants for the purpose of
making our financial statements misleading.  If you
are unsure about the accounting treatment of a transaction, believe that a
transaction has been improperly recorded or otherwise have a concern or
complaint regarding an accounting matter, our internal accounting controls or
an audit matter, you should confer with your immediate supervisor, the
controller associated with your business unit or our Chief Financial Officer,
or you may report your concern to either our Business Integrity Hotline or our
Business Integrity e-mail address. Any reports made to either the hotline or
the e-mail address are transmitted directly to both our General Counsel and the
head of our Internal Audit Department, and those involving accounting, auditing
or internal auditing controls will be reviewed under the direction of the audit
committee of our Board of Directors. If you report via the hotline, you may
report anonymously if you wish, although we encourage you to leave a detailed
message that will permit us to thoroughly investigate your concerns.  16


Record Retention  Our
records should be retained or discarded in accordance with our record retention
policies and all applicable laws and regulations. From time to time we are
involved in legal proceedings that may require us to make some of our records
available to third parties. Our legal counsel will assist us in releasing
appropriate information to third parties and provide you (or your immediate
supervisor) with specific instructions. It is a crime to alter, destroy, modify
or conceal documentation or other objects that are relevant to a government
investigation or otherwise obstruct, influence or impede an official
proceeding. The law applies equally to all of our records, including formal
reports as well as informal data such as e-mail, expense reports and internal
memos. If the existence of a subpoena or a pending government investigation is
known or reported to you, you should immediately contact our Legal Department
and you must retain all records that may pertain to the investigation or be
responsive to the subpoena.  Administration of the Code  Distribution  All of
our directors, officers and employees will receive a copy of this code when
they join our company. Updates of the code will be distributed to all
directors, officers and employees and are available on the companys intranet
at http://intranet.livenation.com/index.php.  Role of
Supervisors and Officers  Supervisors
and officers have important roles under this code and are expected to demonstrate
their personal commitment to this code by fostering a workplace environment
that promotes compliance with the code and by ensuring that employees under
their supervision participate in our companys compliance training programs.  Reporting
Violations  All
employees are obliged to report violations of this code or the law and to
cooperate in any investigations into such violations. We prefer that you give
your identity when reporting violations, to allow the company to contact you in
the event further information is needed to pursue an investigation, and your
identity will be maintained in confidence to the extent practicable under the
circumstances and consistent with enforcing this code. However, you may
anonymously report violations.  17


Investigations  We
will initiate a prompt investigation following any credible indication that a
breach of law or this code may have occurred. We will also initiate appropriate
corrective action as we deem necessary, which may include notifying appropriate
authorities. For more information about our procedures in dealing with
violations or suspected violations of this code, you should refer to our
Employee Handbook.  Disciplinary
Action  If you
violate any provision of this code, you may be subject to disciplinary action,
up to and including discharge. Please be aware that we may seek civil remedies
from you and if your violation results in monetary loss to us, you may be
required to reimburse us for that loss. If you are involved in a violation, the
fact that you reported the violation, together with the degree of cooperation
displayed by you and whether the violation is intentional or unintentional,
will be given consideration in our investigation and any resulting disciplinary
action.  No
Retaliation  We will
not retaliate against anyone who, in good faith, notifies us of a possible
violation of law or this code, nor will we tolerate any harassment or
intimidation of any employee who reports a suspected violation. In addition,
there are federal whistleblower laws that are designed to protect employees
from discrimination or harassment for providing information to us or
governmental authorities, under certain circumstances, with respect to certain
laws such as those governing workplace safety, the environment, securities
fraud and federal law relating to fraud against shareholders.  Approvals  Approvals
required under this code should be documented.  Waivers  Any
request for a waiver of this code must be submitted in writing to our General
Counsel who has authority to decide whether to grant a waiver. However, a
waiver of any provision of this code for a director or an executive officer
must be approved by our Board of Directors or its designated committee and will
be promptly disclosed to the extent required by law or regulation.  18


Certifications  All
new employees (and, periodically, existing employees) must affirmatively
acknowledge that they have read and understand this code. However, failure to
read or acknowledge the code does not excuse you from complying with this code.  Non-retaliation Policy for Employees Who Report Violations
of Law  We are
committed to providing a workplace conducive to open discussion of our business
practices. It is our policy to comply with all applicable laws that protect
employees against unlawful discrimination or retaliation by their employer as a
result of their lawfully reporting information regarding, or their
participating in, investigations involving corporate fraud or other violations
by us or our agents of federal or state law. Specifically, our policy prevents
you from being subject to disciplinary or retaliatory action by us or any of
our employees or agents as a result of your complaint about corporate fraud (such
as falsifying financial records, providing false information to shareholders,
and hiding or stealing corporate assets) to any of the following:  ·a federal regulatory or law enforcement agency;  ·a member or committee of Congress;  ·your supervisor;  ·our Vice President of Human Resources;  ·our Employee Service Line;  ·your Human Resources Representative or our corporate
Human Resources Department;  ·our Business Integrity Hotline or Business Integrity
e-mail address;  ·our Chief Financial Officer; or  ·our General Counsel or our Legal Department.  You
are also protected from retaliation due to your assisting in any investigation
of any alleged violation or participating in any lawsuit arising from a
complaint or investigation. However, if you file reports or provide evidence
which you know to be false or where you do not have a reasonable belief in the
truth and accuracy of such information, you will not be protected by the above
policy statement and may be subject to disciplinary action, up to and including
termination of your employment.  19


Our
Vice President of Human Resources is responsible for administering
Non-retaliation Policy for Employees Who Report Violations of Law policy. Our
Vice President of Human Resources is responsible for receiving, collecting,
reviewing, processing and resolving concerns and reports by employees and
others on the matters described above and other similar matters. You are
encouraged to discuss issues and concerns of the type covered by this policy
with your immediate supervisor, who is in turn responsible for informing our
Vice President of Human Resources of any concerns raised. If you prefer not to
discuss these sensitive matters with your immediate supervisor, you may instead
discuss such matters directly with the corporate Human Resources Department
through the Employee Service Line. Our Vice President of Human Resources will
refer complaints submitted, as he or she determines to be appropriate or as
required under the directives of our Board of Directors, to our Board of
Directors or its designated committee.  If you
believe you have been subjected to any action that violates this policy, you
may file a complaint with your immediate supervisor, your Human Resources
Representative or the Employee Service Line. If it is determined that you have
experienced any improper employment action in violation of this policy, you
will be entitled to appropriate corrective action.  Description
of Responsibilities of our Vice President of Human Resources  We
have appointed our Vice President of Human Resources as the individual who is
responsible for administering our Non-retaliation Policy for Employees Who
Report Violations of Law. Our Vice President of Human Resources will report
directly to the audit committee of our Board of Directors on matters arising
under this policy.  Our
Vice President of Human Resources responsibilities under this policy include:  ·Administering, implementing and overseeing ongoing
compliance under the policy.  ·Establishing and administering procedures to assure
that employee complaints will be collected, reviewed promptly, resolved in an
appropriate manner and retained.  ·Making his or her staff available to discuss with
employees any complaints raised or reports filed.  ·Administering and overseeing our training and
educational programs designed to ensure that our employees with supervisory
authority with respect to other employees, or who are otherwise involved in the
administration of our policies, are aware of this policy, know to involve our  20


Vice President of Human
Resources in any matters that may arise involving this policy (including
informing our Vice President of Human Resources of every complaint that arises)
and are trained in the proper handling of employee complaints covered by this
policy.  Asking for Help and Reporting Concerns  We
take this code seriously and consider its enforcement to be among our highest
priorities, but we also acknowledge that it is sometimes difficult to know
right from wrong. Thats why we encourage open communication. When in doubt, ask.
Whenever you have a question or concern, are unsure about what the appropriate
course of action is, or if you believe that a violation of the law or this code
has occurred:  ·You should talk with your immediate supervisor. He or
she may have the information you need, or may be able to refer the matter to an
appropriate source, including our Legal Department as circumstances warrant.  ·If you are uncomfortable talking with your immediate
supervisor, you may also contact any manager in our company with whom you feel
comfortable, your Human Resources Representative, our corporate Human Resources
Department, the Employee Service Line or our Legal Department.  ·In addition, if you have concerns or complaints about
accounting or audit matters or our internal accounting controls, you may confer
with your immediate supervisor, the controller associated with your business
unit or our Chief Financial Officer, or you may submit your concern or
complaint, on a confidential basis to either our Business Integrity Hotline or
our Business Integrity e-mail address. You may report anonymously via the
hotline, although we prefer that you give your identity when reporting
violations to allow the company to contact you in the event further information
is needed to pursue an investigation. Confidentiality will be maintained to the
fullest extent possible, consistent with the need to conduct an adequate
review. Any reports made to either the hotline or the e-mail address are
transmitted directly to both our General Counsel and the head of our Internal
Audit Department, and those involving our accounting, auditing or internal
auditing controls will be reviewed under the direction of the audit committee
of our Board of Directors.  21