Redmond Park Hospital S-4 Registration of securities issued in business combination transactions

EXHIBIT 4.17

[FORM OF FACE OF DEBENTURE]

Registered Owner                                                                                                      No.                                                 $            

COLUMBIA HEALTHCARE CORPORATION

7 1/2% DEBENTURE DUE DECEMBER 15, 2023

CUSIP NO. 197679 AB 9

COLUMBIA HEALTHCARE CORPORATION, a Delaware corporation (hereinafter called the “Company”), which term includes any successor thereto under the Indenture hereinafter referred to) for value received, hereby promises to pay to the registered owner identified above or registered assigns, the principal sum specified above, on December 15, 2023, and to pay interest on said principal sum, semi-annually on June 15 and December 15 of each year, commencing June 15, 1994, at the rate of 7 1/2% annum from the June 15 or December 15, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no interest has been paid or duly provided for on the Debentures, in which case from December 15, 1993, until the principal thereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after a Regular Record Date (which shall be the close of business on June 1 or December 1, as the case may be, next preceding an Interest Payment Date) and before the next succeeding Interest Payment Date, this Debenture shall bear interest from such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Debenture shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Debentures, from December 15, 1993. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the Regular Record Date for such Interest Payment Date. The principal of and interest on this Debenture are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York; PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture.

Reference is made to the further provisions of this Debenture set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, COLUMBIA HEALTHCARE CORPORATION has caused this Debenture to signed, manually or by facsimile, by its Chairman of the Board, its President or one of its Vice Presidents and to be attested to by its Secretary or one of its Assistant Secretaries, and its corporate seal to be printed, engraved or otherwise reproduced hereon, by facsimile or otherwise.

Dated:

	COLUMBIA HEALTHCARE CORPORATION
	By:
	Title:
Attest
By:
Title:

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities issued under the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF CHICAGO,

Trustee,

By:                                                                                                                            

        Authorized Officer

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[FORM OF REVERSE OF DEBENTURE]

COLUMBIA HEALTHCARE CORPORATION

7 1/2% DEBENTURE DUE DECEMBER 15, 2023

This Debenture is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (herein called the “Securities”) of a series hereinafter specified, all issued and to be issued under an Indenture dated as of December 15, 1993 (herein called the “Indenture”), between the Company, and The First National Bank of Chicago, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Debenture is one of a series of Debentures of the Company designated as its 7 1/2% Debentures due December 15, 2023 (herein called the “Debentures”), limited in aggregate principal amount to $150,000,000.

The Debentures may not be redeemed by the Company prior to December 15, 2023.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture may be registered in the Security Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Trustee in the Borough of Manhattan, the City and State of New York, duly endorsed by, or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of the same series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Debentures are issuable only as registered Debentures without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, and subject to certain limitations therein set forth, this Debenture is exchangeable for a like aggregate principal amount of Debentures of different authorized denominations as requested by the Holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

If an Event of Default with respect to the Debentures shall occur and be continuing, the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture.

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The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such

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Holder an upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture.

The Indenture contains provisions setting forth certain conditions of the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Debenture, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such of the Company, or of any successor corporation, either directly or through the Company or such successor corporation, whether by virtue of any constitution or statute or rule of law, or by the enforcement of any assessment or penalty or otherwise. It is expressly understood and agreed that the Indenture and this Debenture are solely corporate obligations; that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors of the Company, or of any successor corporation, or any of them, because of the creation of indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in this Debenture, or implied therefrom; and that any and all such personal liability of every such incorporator, stockholder, officer or director is hereby expressly waived as a condition of, and as a consideration for, the execution of the Indenture and the issue of this Debenture.

The Indenture and the Debentures shall be governed by and constituted in accordance with the laws of the State of New York.

All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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