UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~May 147, 2009

BH/RE, L.L.C.

(Exact name of registrant as specified in its charter)

Nevada	000-50689	84-1622334
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3667 Las Vegas Blvd. South, Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 785-5555

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.~~02.~~01 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On ~~January~~May 147, 2009, ~~Michael V. Mecca resigned his position as President and Chief Executive Officer of~~ OpBiz, ~~L.L.C.~~LLC (“OpBiz”) and PH Fee Owner, LLC, (subsidiaries of BH/RE, L.L.C. (and collectively, the “~~BH/RE~~Borrower”), ~~subject~~ toPlanet ~~the~~Hollywood International, Inc., ~~terms~~Planet ofHollywood a(Region ~~Separation~~IV), Inc., ~~Agreement~~Planet Hollywood ~~between~~Memorabilia, Inc., ~~OpBiz~~Trophy ~~and~~Hunter MrInvestments, Ltd. ~~Mecca effective~~, asBay ofHarbour 90-1, ~~that date~~Ltd. ~~Pursuant~~, ~~to the~~Bay ~~terms~~Harbour ofMaster ~~the~~Ltd., ~~Separation~~Douglas ~~Agreement~~Teitelbaum, ~~Mr. Mecca~~and ~~was~~Robert ~~paid~~Earl, and ~~$348~~Wells Fargo Bank,~~168~~ N.60A., as ~~a one~~Trustee ~~time~~for ~~severance payment.~~ The ~~foregoing~~Credit ~~description~~Suisse ofFirst ~~Mr. Mecca’s~~Boston ~~Separation~~Mortgage ~~Agreement~~Securities isCorp. ~~qualified~~Commercial byMortgage ~~reference~~Pass-Through toCertificates, ~~such~~Series 2007-TFL2 ~~Separation~~(the ~~Agreement,~~“Lender”) entered into a third ~~copy~~modification (the “Modification”) of ~~which~~the isexisting ~~filed~~Loan ~~herewith~~Agreement, asdated ~~Exhibit~~November ~~10.1~~30, 2006, between Borrower and ~~incorporated~~Column byFinancial, Inc. ~~reference~~(the “Loan Agreement”).

~~Also~~The ~~effective~~Modification ~~January 14~~provides for up to $9 million of the Interest Reserve Fund (as defined in the Loan Agreement) to be available to Borrower for monthly debt service. The Loan Agreement has two remaining one year extension options available (the second and third extension options). As a condition to exercising each of the second and third extension options, ~~2009~~the Borrower must replenish the Interest Reserve Account (as defined in the Loan Agreement) to an amount sufficient to achieve a Debt Service Coverage Ratio (as defined in the Loan Agreement) of 1.05:1.00 and 1.10:1:0, Mrrespectively, using the specified terms and parameters outlined in the Loan Agreement. ~~Mecca~~ Failure ~~resigned~~to replenish the Interest Reserve Account is an Event of Default (as defined in the Loan Agreement) and a ~~member~~Specified Event (as defined in the Modification). A Specified Event means the occurrence of certain events, including (a) failure of the ~~Board~~Borrower to make certain payments as required by the Modification or the Loan Agreement; (b) certain Events of ~~Managers~~Default under the Loan Agreement; and (c) an Event of ~~EquityCo~~Default under the Modification resulting from failure to pay amounts owed to Lender, ~~L.L.C.~~failure to pay certain taxes, the incurrence of additional indebtedness in violation of the terms of the Loan Agreement, and the imposition of any lien encumbering the collateral of the loan (~~“EquityCo”~~for the purpose of a Specified Event, an Event of Default means a Default (as defined in the Loan Agreement) that continues after the applicable notice and cure or grace periods under the terms of the Loan Agreement and related documents).

~~BH/RE~~Within isten adays ~~holding~~after ~~company~~Lender’s ~~that~~written ~~owns~~demand ~~88.6%~~after the occurrence of a ~~EquityCo.~~Specified ~~The~~Event ~~remaining~~as ~~11.4%~~determined ofby ~~EquityCo~~Lender isin ~~owned~~its ~~indirectly~~sole bybut ~~Starwood Hotels &~~good ~~Resorts~~faith ~~Worldwide~~discretion, ~~Inc.~~ ~~(“Starwood”).~~ Borrower, MezzCo, L.L.C. (“MezzCo”) and TSP Owner LLC shall deliver to Lender (i) one isor amore ~~wholly-owned~~deeds ~~subsidiary~~conveying fee simple title to all portions of ~~EquityCo~~the ~~and~~Property ~~OpBiz~~(as defined isin athe ~~wholly~~Loan ~~owned~~Agreement); ~~subsidiary~~(ii) one or more assignments conveying membership interests of MezzCo in OpBiz; and (iii) all other documents and instruments to Lender that may be required to enable Lender to obtain title insurance coverage with respect to fee simple property.

OnThe ~~January 15,~~foregoing ~~2009,~~description ~~Mr. Thomas~~of ~~J. McCartney (i) was appointed to~~ the ~~position~~Modification ofdescribed ~~President~~above ~~and~~does ~~Chief~~not purport ~~Executive~~to ~~Officer~~be ofcomplete ~~BH/RE~~ and ~~(ii) entered~~ ~~into~~is anqualified ~~Employment~~in ~~Agreement~~its ~~with~~entirety ~~OpBiz,~~by ~~pursuant~~reference to ~~which he~~the ~~will~~Modification, bewhich ~~the~~is ~~President~~filed ~~and~~herewith ~~Chief~~as ~~Executive~~an ~~Officer of OpBiz~~Exhibit, ~~effective~~and asis ofincorporated herein ~~that~~by ~~date~~reference.

The term of Mr. McCartney’s Employment Agreement is three (3) years, commencing on January 15, 2009. OpBiz may terminate Mr. McCartney’s employment at any time without cause upon 15 days written notice, in which case he will be entitled to receive severance pay equal to twelve months’ salary. Mr. McCartney may terminate his employment at any time upon 30 days’ prior written notice.2

Pursuant to the Employment Agreement, OpBiz shall pay Mr. McCartney a salary of no less than $500,000 per year and a car allowance in the amount of $700 per month. Mr. McCartney is also eligible to participate in OpBiz’s discretionary management bonus program pursuant to which he is eligible to receive an annual bonus equal to up to 50% of his base salary based on achievement of EBITDA goals as determined by OpBiz’s Board of Managers. Mr. McCartney may be entitled to an additional bonus of up to 50% of his base salary based on exceeding OpBiz’s EBITDA goals or other exemplary performance as determined by OpBiz’s Board of Managers.

Mr. McCartney’s Employment Agreement also provides that he may be eligible to receive options to purchase 3% of the equity interest (non-voting) in MezzCo.

Mr. McCartney, 56, has over 25 years of experience in the casino and hospitality industry including the past 12 years with the MGM Mirage group in Las Vegas. Prior to joining OpBiz as President and Chief Executive Officer, Mr. McCartney most recently served as the Executive Vice President of Luxor Hotel & Casino, an MGM Mirage company, as a member of the leadership team responsible for the repositioning of that property. Mr. McCartney was employed at the Luxor Hotel and Casino from April 2005 through January 2009, when he joined Planet Hollywood. Additionally Mr. McCartney’s experience includes the opening and rebranding of New York-New York Hotel & Casino, Las Vegas. Mr. McCartney was employed at the New York-New York, which is also an MGM Mirage property, from May 1996 through April 2005. Mr. McCartney was the Senior Vice President of Marketing and Development with New York-New York from November 2001 through April 2005. From January 1997 through November 2001, Mr. McCartney was the Senior Vice President of Hotel Operations at New York-New York and from May 1996 through January 2007, he was the Vice President of Hotel Operations. Preceding his arrival to the Las Vegas Market, Mr. McCartney was employed by Caesars Atlantic City.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 ~~Separation~~ Third Modification Agreement dated ~~January~~May 147, 2009, by and ~~between~~among ~~OpBiz~~Wells Fargo Bank, N.A., as trustee for the Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-TFL2, PH Fee Owner LLC,OpBiz, L.L.C., ~~and~~Planet ~~Michael~~Hollywood VInternational, Inc., ~~Mecca~~Planet Hollywood (Region IV), Inc., Planet Hollywood Memorabilia, Inc., Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd., Bay Harbour Master Ltd., Douglas Teitelbaum, and Robert Earl.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BH/RE, L.L.C.
January 22, 2009	By:	/s/ Donna Lehmann
May 13, 2009	By:	/s/ Donna Lehmann
		Donna Lehmann
		Treasurer and Chief Financial Officer
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		~~Separation~~Third Modification Agreement dated ~~January~~May 147, 2009, by and ~~between~~among Wells Fargo Bank, N.A., as trustee for the Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-TFL2, PH Fee Owner LLC, OpBiz, L.L.C., ~~and~~Planet ~~Michael~~Hollywood VInternational, Inc., ~~Mecca~~Planet Hollywood (Region IV), Inc., Planet Hollywood Memorabilia, Inc., Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd., Bay Harbour Master Ltd., Douglas Teitelbaum , and Robert Earl.

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