FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

Exhibit 10.25

FIRST AMENDMENT

TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT (this “Amendment” ) TO SECOND 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 Borrower listed on the signature pages hereto (the “ Guarantors ”), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY (“ CIBC ”), as Collateral Agent ( “Collateral Agent” ), CIBC , as Administrative Agent ( “Administrative 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.         Section 2.19(a) of the Credit Agreement is hereby amended by amending and restating it in its entirety to read as follows:

“if a Base Rate Loan, at the greater of (i) the Base Rate plus the Applicable Margin, and (ii) prior to the First Amendment Effective Date, 0%, and on and after the First Amendment Effective Date, 14.25%; or”

3.         Section 2.19(b) of the Credit Agreement is hereby amended by amending and restating it in its entirety to read as follows:

“if a Eurodollar Rate Loan, at the greater of (i) the Adjusted Eurodollar Rate plus the Applicable Margin, and (ii) prior to the First Amendment Effective Date, 0%, and on and after the First Amendment Effective Date,13.25%.”

4.         Section 2.23(b) of the Credit Agreement is hereby amended by amending and restating it in its entirety to read as follows:

“In the event that the Loans are prepaid or repaid in whole or in part pursuant to Sections 2.25, 2.27(c), 2.27(d) or 2.27(f) prior to the third anniversary of the Closing Date, Borrower shall pay to the Lenders hereunder a prepayment premium on the principal amount so prepaid or repaid as follows (i) 3.00% if such repayment occurs on or before the first anniversary of the Closing Date; (ii) 2.00% if such repayment occurs after the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date; and (iii) 1.00% if such repayment occurs after the second anniversary of the Closing Date but on or before the third anniversary of the Closing Date.”

5.         Section 10.2(a)(i) of the Credit Agreement is hereby amended by inserting the following before “, and” at the end thereof:

“and provided that S.A.C. Domestic Capital Funding, Ltd., S.A.C. Offshore Capital Funding, Ltd. and any of their respective Affiliates together constitute Requisite Lenders, all reasonable out-of-pocket expenses incurred by the Requisite Lenders, including the reasonable fees, charges and disbursements of one outside counsel for the Requisite Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)”

6.         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 of the Credit Agreement shall be replaced with “$11,000,000”.

This Amendment shall become effective only upon the satisfaction of the following conditions precedent:

(a)        Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by each Loan Party, Administrative Agent and the Requisite Lenders.

(b)        The Borrower shall have paid on or prior to the First Amendment Effective Date, all reasonable costs, fees and expenses of Paul, Hastings, Janofsky and Walker LLP, Requisite Lender’s counsel, incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith.

(c)        The Borrower and requisite lenders under the First Lien Credit Agreement shall have executed and