JAMBOREE LLC
T-3/A, 1997-10-03
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.
                                           
                                 ___________________
                                           
                                      FORM T-3/A
                                           
                    FOR APPLICATION FOR QUALIFICATION OF INDENTURE
                        UNDER THE TRUST INDENTURE ACT OF 1939
                                           
                                 ___________________
                                           
                                     JAMBOREE LLC
                                 (Name of Applicant)
                                           
                                 3333 MICHELSON DRIVE
                                      SUITE 210
                            IRVINE, CALIFORNIA  92612-1682
                       (Address of Principal Executive Offices)
                                           
                                 ___________________
                                           
                          SECURITIES TO BE ISSUED UNDER THE
                              INDENTURE TO BE QUALIFIED
                                           
            TITLE OF CLASS                                       AMOUNT
            --------------                                       ------
   CLASS B SENIOR SUBORDINATED SECURED NOTES DUE 2002          $20,000,000

                                 ___________________
                                           
                        Name and Address of Agent for Service:
                                           
                                     JAMBOREE LLC
                                 3333 MICHELSON DRIVE
                                      SUITE 210
                            IRVINE, CALIFORNIA  92612-1682
                               C/O KENNETH LIANG, ESQ.
                                           
                                      Copies to:
                                           
                                 ERIC H. SCHUNK, ESQ.
                           MILBANK, TWEED, HADLEY & MCCLOY
                        601 SOUTH FIGUEROA STREET, 30TH FLOOR
                            LOS ANGELES, CALIFORNIA  90017
                                           
                                 ___________________
                                           
<PAGE>

         This Amendment No. 1 amends and supplements the Application for 
Qualification of Indenture under the Trust Indenture Act of 1939, File No. 
22-22277 ("PRIOR FILING"), filed August 12, 1997 relating to the 
qualification of that certain Indenture filed as Exhibit T3C to the Prior 
Filing ("INDENTURE"), with respect to $20,000,000 in aggregate principal 
amount of Senior Subordinated Secured Notes due 2002 of Jamboree LLC, a 
Delaware limited liability company ("REGISTRANT"). Capitalized terms used in 
this Amendment No. 1 without definition shall have the meanings ascribed such 
terms in the Indenture.

         This Amendment No. 1 is filed to reflect, among other things, a 
change in the identity of the trustee under the Class A Indenture from IBJ 
Schroder Bank & Trust Company, a New York banking corporation ("IBJ") to 
State Street Bank and Trust Company, a Massachusetts trust company ("STATE 
STREET"). The Indenture has been amended to reflect the change in identity 
of the Class A Trustee and amended such that each reference to the address of 
the Class A Trustee has become a reference to the address of State Street, 
namely, Goodwin Square, 225 Asylum Street, Hartford, Connecticut 06103, 
Attention: Corporate Trust Administration, Facsimile (860) 244-1889.  Exhibit 
T3C to the Prior Filing, is hereby similarly amended for all purposes of this 
Registration Statement as amended by this Amendment No. 1 (the "AMENDED 
REGISTRATION STATEMENT").

         Finally, the Prior Filing is further amended to delete the reference 
in the table in Item 4 thereof to Mr. Jeffrey Furber and to the address for 
Mr. Furber and to replace each such reference to Mr. Furber with a reference 
to Janine Padia and each such reference to Mr. Furber's address with the 
following: Janine Padia, c/o First Winthrop Corporation, 5 Cambridge Center, 
9th Floor, Cambridge, Massachusetts 02142.  References in the Limited 
Liability Company Agreement of the Registrant to Mr. Furber have similarly 
been amended and Exhibit T3A to the Prior Filing is hereby similarly amended 
for all purposes of the Amended Registration Statement.

                                      -2-

<PAGE>

                                      SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939, the 
applicant, JAMBOREE LLC, a limited liability company organized and existing 
under the laws of the State of Delaware, has duly caused this application to 
be signed on its behalf by the undersigned, thereunto duly authorized, all in 
the City of Los Angeles and State of California, on the 1st day of October, 
1997.

                             JAMBOREE LLC



                             By:     /s/  Kenneth Liang
                                  --------------------------------------------
                                  Kenneth Liang
                                  Sole Member

                                      -3-


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