Borrowers n Hornbeck Offshore Services, Inc. and Hornbeck Offshore Services, LLC (collectively, the “Company”) Facility type n Senior secured second-lien term loan (the “Second-Lien Tranche”) Facility size n Up to $300mm Exchange offer n Participating...

Exhibit 99.3

Second Alternative Counter-Proposal by 2020 Notes Ad Hoc Group (10/7/17)

Borrowers	n	Xxxxxxxx Offshore Services, Inc. and Xxxxxxxx Offshore Services, LLC (collectively, the “Company”)
Facility type	n	Senior secured second-lien term loan (the “Second-Lien Tranche”)
Facility size	n	Up to $300mm
Exchange offer	n	Participating holders of 5.875% Senior Notes due 2020 (the “2020 Notes”) will exchange for consideration totaling 79.0% of par, comprised of a mix of 69.5% Second-Lien Tranche and 9.5% cash as a private exchange
	n	Participating holders of 5.0% Senior Notes due 2021 in the 2020 Notes Ad Hoc Group of up to $55mm will exchange on a private basis for either a) 69.5% Second-Lien Tranche and 4.5% cash or b) 63.5% Second-Lien Tranche and 9.5% cash, at the Company’s option
Tenor	n	Earlier to occur of 6 years or 90 days following the maturity of the Company’s $300mm First-Lien Term-Loan
Cash Coupon	n	8.875%
Call protection	n	Pre-payable at 101 in year one, and par thereafter
Covenants	n	Minimum Available Liquidity (as defined in the First Lien Term Loan Agreement) of no less than $25,000,000
	n	Affirmative and negative covenants to be substantially similar to such covenants under the First Lien Term Loan Agreement filed with the SEC by the Company on 6/16/17 (the “First Lien Term Loan Agreement”); provided that the debt and lien covenants shall (x) limit the debt under the First Lien Term Loan Agreement and/or any revolver facility, which is secured on a senior basis, in an amount not to exceed $350,000,000 (for the avoidance of doubt, any PIK accrual on the debt under the First Lien Term Agreement must utilize this basket); provided that the debt under the Second Lien Tranche and any other debt secured on a senior or pari passu basis with the Second Lien Tranche does not exceed $600,000,000, (y) not include a separate debt or lien basket for a revolver facility and (z) limit the debt secured on a pari passu with the Second-Lien Tranche in an amount not to exceed $600,000,000 less the amount of debt under the Second Lien Tranche less the amount of debt under the First Lien Term Loan Agreement or revolver facility
Intercreditor	n	Intercreditor agreement reasonably acceptable to Holders
Collateral	n	Pledge of the same assets securing the First Lien Term Loan Agreement on a second lien basis
Guarantors	n	Same as the First Lien Term Loan Agreement
Assignments	n	Second-Lien Tranche is freely tradable without Company consent
Advisors	n	Company rescinds termination of 2020 Notes Ad Hoc Group advisors