CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.26.3

CONSENT, WAIVER AND FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

AMONG

PRIME OFFSHORE L.L.C.

GUARANTY BANK, FSB,

as Agent

AND

THE LENDERS PARTY HERETO

Effective

June 30, 2009

TABLE OF CONTENTS

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CONSENT, WAIVER AND FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

This CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is made and entered into effective the 30 ^th day of June, 2009 (the “ Effective Date ”), by and among PRIME OFFSHORE L.L.C., a Delaware limited liability company (the “ Borrower ”), the lenders party to the Amended and Restated Credit Agreement referred to below (collectively, the “ Lenders ”) and GUARANTY BANK, FSB, a federal savings bank, as administrative agent for the Lenders pursuant to such Amended and Restated Credit Agreement (in such capacity, the “ Agent ”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement dated effective March 31, 2008 (the “ Agreement ”);

WHEREAS, the Borrower has requested that the Agent and the Lenders consent to, and waive any default or right to exercise any remedy as a result of, the Borrower having failed to be in compliance with Section 6.16 of the Agreement at December 31, 2008 and Section 5.2 of the Agreement as to timely delivery of its Financial Statements at March 31, 2009 and for the quarter then ended, and the Agent and the Lenders have agreed to do so as provided in this Amendment; and

WHEREAS, the Borrower, the Agent and the Lenders desire to amend the Agreement in the particulars hereinafter provided;

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

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Terms Defined Above . As used in this Consent, Waiver and First Amendment to Amended and Restated Credit Agreement, each of the terms “ Agent ,” “ Agreement ,” “ Amendment ,” “ Borrower ,” “ Effective Date ” and “ Lender ” shall have the meaning assigned to such term hereinabove.

1.2 Terms Defined in Agreement . Each term defined in the Agreement and used herein without definition shall have the meaning assigned to such term in the Agreement, unless expressly provided to the contrary.

1.3 References . References in this Amendment to Schedule, Exhibit, Article, or Section numbers shall be to Schedules, Exhibits, Articles, or Sections of this Amendment, unless expressly stated to the contrary. References in this Amendment to “hereby,” “herein,” “hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of similar import shall be to this Amendment in its entirety and not only to the particular Schedule, Exhibit, Article, or Section in which such reference appears. Specific enumeration herein shall not exclude the general and, in such regard, the terms “includes” and “including” used herein shall

mean “includes, without limitation,” or “including, without limitation,” as the case may be, where appropriate. Except as otherwise indicated, references in this Amendment to statutes, sections, or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding, or supplementing the statute, section, or regulation referred to. References in this Amendment to “writing” include printing, typing, lithography, facsimile reproduction, and other means of reproducing words in a tangible visible form. References in this Amendment to amendments and other contractual instruments shall be deemed to include all exhibits and appendices attached thereto and all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Amendment. References in this Amendment to Persons include their respective successors and permitted assigns.

1.4 Articles and Sections . This Amendment, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections.

1.5 Number and Gender . Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural sh