FIRST AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

Exhibit 10.24

FIRST AMENDMENT

TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT (this “Amendment” ) TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Credit Agreement” ) is dated as of March 28, 2008 and is entered into by and among CHEM RX CORPORATION , a Delaware corporation (the “Borrower’’ ), the Subsidiaries of the Borrowerlisted on the signature pages hereto (the “ Guarantors ”), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY (“ CIBC ”), as Administrative Agent ( “Administrative Agent” ) and Collateral Agent, the Lenders from time to time party thereto and CIBC WORLD MARKETS CORP. , as Sole Lead Arranger and Sole Book Runner. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, the Borrower has requested that the Requisite Lenders agree to amend the definition of “Consolidated Adjusted EBITDA” in the Credit Agreement; and

WHEREAS, subject to certain conditions, the Requisite Lenders are willing to agree to such amendment relating to the Credit Agreement.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1.         Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in alphabetical order:

“ First Amendment ” means the amendment to this Agreement dated as of March 28, 2008.

“ First Amendment Effective Date ” means March 28, 2008, the date on which the conditions set out in Article Two of the First Amendment are waived or satisfied.

2.         The definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended by deleting the existing definition and replacing it in its entirety with the following:

“ Applicable Margin ” and “ Applicable Revolving Commitment Fee Percentage ” mean (I) prior to the First Amendment Effective Date, from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the second full Fiscal Quarter ending after the Closing Date, a percentage, per annum, equal to (i) for Revolving Loans that are Eurodollar Rate Loans, 4.00% per annum, (ii) for Revolving Loans and Swing Line Loans that are Base Rate Loans, 3.00% per annum; (iii) with respect to

Term Loans that are Eurodollar Rate Loans, 4.00% per annum, (iv) with respect to Term Loans that are Base Rate Loans, 3.00% per annum and (v) with respect to the Applicable Revolving Commitment Fee Percentage, 0.50% per annum with respect to Revolving Loans and Swing Line Loans; and (II) on and after the First Amendment Effective Date, (a) (i) with respect to Term Loans that are Eurodollar Rate Loans, 4.50% per annum, and (ii) with respect to Term Loans that are Base Rate Loans, 3.50% per annum, (b) from the First Amendment Effective Date until the date of delivery of the Compliance Certificate and the financial statements for the second full Fiscal Quarter ending after the Closing Date, a percentage, per annum, equal to (i) for Revolving Loans that are Eurodollar Rate Loans, 4.50% per annum, (ii) for Revolving Loans and Swing Line Loans that are Base Rate Loans, 3.50% per annum; and (iii) with respect to the Applicable Revolving Commitment Fee Percentage, 0.50% per annum with respect to Revolving Loans and Swing Line Loans, and (c) thereafter, with respect to Revolving Loans, Swing Line Loans and the Applicable Revolving Commitment Fee Percentage, a percentage, per annum, determined by reference to the Total Leverage Ratio in effect from time to time as set forth below:

No change in the Applicable Margin or Applicable Revolving Commitment Fee Percentage shall be effective until three (3) Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.01(d) calculating the Total Leverage Ratio. At any time the Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.01(d), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total Leverage Ratio were in excess of 3.75:1.00. Promptly after receipt of the applicable information under Section 5.01(d), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date.

In the event that any financial statement delivered pursuant to Section 5.01 or certificate delivered pursuant to Section 5.01(d) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Applicable Revolving Commitment Fee Percentage for any period (an “ Applicable Period ”) than the Applicable Margin or Applicable Revolving Commitment Fee Percentage applied for such Applicable Period, then (i) the Borrower shall promptly deliver to the Administrative Agent a correct certificate for such Applicable Period, (ii) the

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Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total Leverage Ratio was as set forth in the correct certificate for such Applicable Period, and (iii) the Borrower shall promptly pay to the Administrative Agent the accrued additional interest or fees, as applicable, that would have been due and payable at such time as a result of such increased Applicable Margin or Applicable Revolving Commitment Fee Percentage for such Applicable Period.

3.         The Requisite Lenders agree that, effective as of the Closing Date, the reference to “$5,350,000” in clause (f) of the definition of “Consolidated Adjusted EBITDA” in Section 1.01