Exhibit 2.18
  EXECUTION COPY
   AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    between
    NATIONAL MEDICAL CARE, INC.
    as Seller
    and
    NMC FUNDING CORPORATION
    as Purchaser
    Dated as of October 16, 2008




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TABLE OF
    CONTENTS
  PageArticle I
    DEFINITIONSSection 1.1.

Certain Defined Terms


1Section 1.2.

Other Terms


7Section 1.3.

Computation of Time Periods


7Article II
    PURCHASE AND SETTLEMENTSSection 2.1.

Purchases of Receivables; Agreement to Purchase


7Section 2.2.

Payment for the Purchases


8Section 2.3.

Purchase Price Credit Adjustments


9Section 2.4.

Payments and Computations, Etc


9Section 2.5.

Transfer of Records to Purchaser


9Section 2.6.

Protection of Ownership Interest of the Purchaser


10Section 2.7.

Additional Transferring Affiliates


10Article III
    REPRESENTATIONS AND WARRANTIESSection 3.1.

Representations and Warranties of the Seller


11Section 3.2.

Reaffirmation of Representations and Warranties by the Seller


13Article IV
    CONDITIONS PRECEDENTSection 4.1.

Conditions Precedent to Closing


14Section 4.2.

Conditions Precedent to Purchases


14Article V
    COVENANTSSection 5.1.

Affirmative Covenants of Seller


14Section 5.2.

Negative Covenants of the Seller


18Article VI
    ADMINISTRATION AND COLLECTIONSection 6.1.

Collection of Receivables


19Section 6.2.

Rights of Purchaser


19Section 6.3.

Special Accounts


20Section 6.4.

Responsibilities of the Seller


20Section 6.5.

Reports


20Article VII
    SELLER DEFAULTSSection 7.1.

Seller Defaults


21Section 7.2.

Remedies


22Article VIII
    INDEMNIFICATION; EXPENSESSection 8.1.

Indemnities by the Seller


22Section 8.2.

Other Costs and Expenses


24 i




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PageArticle IX
    MISCELLANEOUSSection 9.1.

Term of Agreement


24Section 9.2.

Waivers; Amendments


24Section 9.3.

Notices


24Section 9.4.

Governing Law; Submission to Jurisdiction; Integration.


25Section 9.5.

Severability; Counterparts


25Section 9.6.

Successors and Assigns


26Section 9.7.

Waiver of Confidentiality


26Section 9.8.

Confidentiality Agreement


26Section 9.9.

Bankruptcy Petitions


26Section 9.10.

Purchase Termination


26Section 9.11.

Subordination


26Section 9.12.

Characterization of the Transactions Contemplated by the
    Agreement


27   EXHIBITS
  EXHIBIT A

Forms of Contracts


A-1EXHIBIT B

Credit and Collection Policies and Practices


B-1EXHIBIT C

List of Special Account Banks and Designated Account Agents


C-1EXHIBIT D

Form of Special Account Letter


D-1EXHIBIT E

Form of Subordinated Note


E-1EXHIBIT F

List of Actions and Suits


F-1EXHIBIT G

Location of Records


G-1EXHIBIT H

List of Sellers Subsidiaries, Divisions and Tradenames


H-1EXHIBIT I

Form of Transferring Affiliate Letter


I-1EXHIBIT J

List of Transferring Affiliates, Chief Executive Offices of
    Transferring Affiliates and Tradenames


J-1EXHIBIT K

Form of Account Agent Agreement


K-1  ii




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AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT
  Agreement Seller Purchaser
  PRELIMINARY
    STATEMENTS
  Existing Receivables Purchase
    Agreement
      ARTICLE I
  DEFINITIONS
  Section Certain
    Defined Terms
  Account Agent Agreement
  Adverse Claim
  Affected Assets
  Affiliate
  Aggregate Unpaids
  Agreement
  Bankruptcy Code
  Base Rate
  Benefit Plan
  BMA
  BMA Transfer Agreement
  Business Day
  Capitalized Lease
  CHAMPUS/VA




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et seq et seq
  CHAMPUS/VA Regulations
  Closing Date
  Code
  Collection Account
  Collection Agent
  Collection Date
  Collections
  Commercial Obligor
  Concentration Account
  Concentration Account Agreement
  Concentration Account Bank
  Concentration Account Notice
  Confidential Information
  Contract
  Credit and Collection Policy
  Designated Account Agent
  Eligible Receivable
 2




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ERISA
  ERISA Affiliate
  Event of Bankruptcy
  Finance Charges
  FME KGaA
  FME KGaA Credit Facility
  FMCH
  GAAP
  Guaranty
  HCFA
  HHS
  Hospital Obligor
  Indebtedness
  Indemnified Amounts
  Indemnified Parties
 3




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Intermediate Concentration Account
  Intermediate Concentration Account Agreement
  Intermediate Concentration Account Bank
  Intermediate Concentration Account Notice
  Investor Report
  Law
  Material Adverse Effect and/or
  Medicaid et seq
  Medicaid Regulations
  Medicare
  Medicare Regulations
  Moodys
  Multiemployer Plan
  Net Investment
  Obligor and/or
 4




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Official Body
  Original Closing Date
  Originating Entity
  Parent Agreement
  Parent Group Parent Group Member
  Person
  Potential Seller Default
  Primary Payor
  Proceeds Section 9-102
  Purchase and/or Article II
  Purchase Price minus multiplied
  Purchase Price Credit
  Purchase Price Percentage provided
 5




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Purchaser
  Receivable
  Receivable Systems
  Records
  Related Assets
  Related Security
              Responsible Officer
  Revolving Loan
  Seller
  Seller Default
  Settlement Date
  Social Security Act
  Special Account
  Special Account Bank
 6




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Special Account Letter
  Standard & Poors S&P
  Subordinated Note Section 2.2(d)
  Subsidiary
  TAA
  Termination Date
  Transaction Documents
  UCC
  U.S. United States
  US Government Obligor
  Voting Stock
  Section Other
    Terms
  Section Computation
    of Time Periods
  Section Amendment
    and Restatement Effective Date and/or
  ARTICLE II
  PURCHASE AND
    SETTLEMENTS
  Section Purchases
    of Receivables; Agreement to Purchase Related Assets
 7




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provided however and/or
    Section Payment
    for the Purchases except
  Revolving Loan provided however minus Subordinated Note and/or
     8




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and/or first second provided first second
  Section Purchase
    Price Credit Adjustments Section 2.3 provided
    Section Payments
    and Computations, Etc.
  Section Transfer
    of Records to Purchaser
 9




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and/or and/or
  Section Protection
    of Ownership Interest of the Purchaser Section 9-402(7)
    except
  Section Additional
    Transferring Affiliates
 10




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ARTICLE III
  REPRESENTATIONS
    AND WARRANTIES
  Section Representations
    and Warranties of the Seller
  Corporate Existence and Power
  Corporate and Governmental Authorization;
    Contravention
  Binding Effect
  Perfection
  Accuracy of Information
  Tax Status
  Action, Suits
 11




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Use of Proceeds
  Place of Business
  Good Title
  Tradenames, Etc.
  Nature of Receivables Rule 3a-7 ,
  Amount of Receivables
  Credit and Collection Policy
  Collections and Servicing
  No Seller Default
  Not an Investment Company
  ERISA
  Special Account Banks and Intermediate Concentration
    Account Banks
 12




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Bulk Sales
  Preference; Voidability (this Agreement)
  Transfers by Transferring Affiliates
  Preference; Voidability (Transferring
    Affiliates)
  Ownership
  Representations and Warranties of the Transferring
    Affiliates
    Section Reaffirmation
    of Representations and Warranties by the Seller
 13




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ARTICLE IV
  CONDITIONS
    PRECEDENT
  Section Conditions
    Precedent to Closing and/or
  Section Conditions
    Precedent to Purchases
          ARTICLE V
  COVENANTS
  Section Affirmative
    Covenants of Seller
  Financial Reporting
  Annual Reporting
  Quarterly Reporting
    Compliance Certificate
 14




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Notice of Seller Default or Potential Seller
    Default
  Change in Credit and Collection Policy and Debt
    Ratings
  Credit and Collection Policy
  ERISA
  Notices under Transaction Documents
  Investigations and Proceedings
  Other Information
  Conduct of Business
  Compliance with Laws
  Furnishing of Information and Inspection of
    Records
 15




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provided however provided however provided further however provided
  Keeping of Records and Books of Account
  Performance and Compliance with Receivables and
    Contracts
  Credit and Collection Policies
  Special Accounts
 16




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provided however Minimum Amount
  Collections Received
  Sale Treatment
  Separate Business
  Payment to the Transferring Affiliates
  Performance and Enforcement of the Transferring
    Affiliate Letter and BMA Transfer Agreement
 17




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Section Negative
    Covenants of the Seller
  No Sales, Liens, Etc.
  No Extension or Amendment of Receivables
  No Change in Business or Credit and Collection
    Policy
  No Mergers, Etc.
    provided
    provided
 18




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Deposits to Special Accounts, Intermediate
    Concentration Account and the Concentration Account
  Change of Name, Etc and/or
  Amendment to Transferring Affiliate Letter,
    Etc.
  ERISA Matters
  ARTICLE VI
  ADMINISTRATION
    AND COLLECTION
  Section Collection
    of Receivables
  Section Rights
    of Purchaser
   19




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and/or
    except
  Section Special
    Accounts except
  Section Responsibilities
    of the Seller and/or and/or
  Section Reports
 20




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ARTICLE VII
  SELLER
    DEFAULTS
  Section Seller
    Defaults
        provided
          provided
     21




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Section Remedies
  ARTICLE VIII
  INDEMNIFICATION;
    EXPENSES
  Section Indemnities
    by the Seller Indemnified
    Parties Indemnified Amounts
     22




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provided however provided further
 23




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Section Other
    Costs and Expenses
    ARTICLE IX
  MISCELLANEOUS
  Section Term
    of Agreement provided however
  Section Waivers;
    Amendments
  Section Notices
 24




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(781) 699-2668  (781) 699-9756     021-000-021  323-0-76823
    (781) 699-2668  (781) 699-9756     021-000-021  323-0-76823
  Section Governing
    Law; Submission to Jurisdiction; Integration
          Section Severability;
    Counterparts
 25




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Section Successors
    and Assigns provided however
  Section Waiver
    of Confidentiality
  Section Confidentiality
    Agreement provided
  Section Bankruptcy
    Petitions
    Section Purchase
    Termination
  Section Subordination
 26




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and/or
  Section Characterization
    of the Transactions Contemplated by the Agreement
  [REMAINDER
    OF PAGE INTENTIONALLY LEFT BLANK]
 27




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By:  Name:
    Title:  
  By:
    ­
    ­ Name:
    Title:   Signature
    Page to Amended and Restated Receivables Purchase Agreement
    dated as of October 16, 2008
 28




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EXHIBIT A
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    FORMS OF CONTRACTS
 A-1




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EXHIBIT B
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    CREDIT AND COLLECTION POLICIES AND PRACTICES
 B-1




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EXHIBIT C
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    LIST OF SPECIAL ACCOUNT BANKS
    AND DESIGNATED ACCOUNT AGENTS
 C-1




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EXHIBIT D
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    FORM OF SPECIAL ACCOUNT LETTER
 D-1




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EXHIBIT E
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    FORM OF SUBORDINATED NOTE
 E-1




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EXHIBIT F
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    LIST OF ACTIONS AND SUITS
 F-1




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EXHIBIT G
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    LOCATION OF RECORDS
 G-1




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EXHIBIT H
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    LIST OF SELLERS SUBSIDIARIES,
    DIVISIONS AND TRADENAMES
 H-1




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EXHIBIT I
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    FORM OF TRANSFERRING AFFILIATE LETTER
 I-1




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EXHIBIT J
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    LIST OF TRANSFERRING AFFILIATES, CHIEF EXECUTIVE
    OFFICES OF TRANSFERRING AFFILIATES AND TRADENAMES
 J-1




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EXHIBIT K
    to
    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
    FORM OF ACCOUNT AGENT AGREEMENT
 K-1