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OPTIONAL ADVANCE UNSECURED PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, MGM MIRAGE, a Delaware corporation ("Borrower") whose address is 3600
Las Vegas Boulevard, Las Vegas, Nevada 89109 hereby promises to pay to the order of U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("Lender"), whose address is 555 S.W. Oak Street, PL-4, Portland, Oregon
97204, or its assignee, the principal sum of Fifty Million Dollars ($50,000,000), or so much thereof as shall have been advanced
hereunder and not repaid, together with interest thereon from the date of such advance as hereinafter provided.
This Optional Advance Unsecured Promissory Note (the "Note") is given to evidence Borrower's obligation to repay all
sums that Lender may from time to time advance to Borrower ("Advances") under a revolving line of credit. No Advances shall
be made which create a principal amount outstanding at any one time that exceeds $50,000,000. However, Advances hereunder
may be borrowed, repaid and reborrowed prior to the Maturity Date, and the aggregate Advances loaned hereunder from time to
time may exceed such maximum amount.
This Note is given to avoid the execution by Borrower of an individual note for each Advance by Lender to Borrower. In
consideration thereof, Borrower agrees that Lender's record entries of transactions pursuant to this Note, together with Lender's
written advice of charges, shall be conclusive evidence of borrowings, charges, and payments made pursuant hereto.
Reference is hereby made to that certain Second Amended and Restated 364-Day Loan Agreement dated as of April 5, 2002
among Borrower, certain co-borrowers, Lender, and certain other lenders (the "Loan Agreement"). All capitalized terms used
and not otherwise defined herein shall have the meanings given them in the Loan Agreement as in effect as of the date hereof.
Notwithstanding the foregoing, this Note s