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): March 2531, 2009

AIRSPAN NETWORKS INC.

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation)

000-31031	75-2743995
(Commission file number)	(I.R.S. Employer Identification No.)

777 Yamato Road, Suite 310, Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip code)

(561) 893-8670

(Registrant’s telephone number, including area code)

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:

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))

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

~~Item~~o Pre-commencement ~~1.01.~~communications ~~Entry~~pursuant ~~into~~to aRule ~~Material~~13e-4(c) ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.13e-4(c))

~~Effective~~Item ~~March 25, 2009, Airspan Networks Inc~~2.02. ~~(the~~Results ~~“Company”) and its wholly-owned subsidiary, Airspan Communications Limited, entered into an amendment and restatement~~ of ~~their~~Operations ~~August 1, 2006 Loan~~ and ~~Security~~Financial Agreement, as previously amended on August 7, 2007 and August 21, 2008 (as so amended and restated, the “Restated Loan and Security Agreement”), with Silicon Valley Bank (“SVB”), with respect to a revolving credit lineCondition.

~~At December 31,~~In ~~2008, the Company was not in compliance with the covenant~~a ~~related~~press torelease ~~the~~dated ~~“minimum~~March ~~tangible net worth” to be maintained by the Company. At December~~ 31, ~~2008,~~2009 (the ~~tangible~~“Press ~~net worth requirement was $30 million and the Company’s actual tangible net worth was $25.8 million. In the Restated Loan and Security Agreement~~Release”), ~~SVB agreed~~Airspan toNetworks ~~waive such violation~~Inc. ~~In addition, in the Restated Loan and~~ ~~Security Agreement,~~ (the ~~covenant related to the~~ “~~minimum tangible net worth~~Company”) ~~to be~~announced ~~maintained~~results byfor the ~~Company~~year ~~was~~ended ~~decreased from $30 million to $18 million at March 31, 2009, $14 million at June 30, 2009, $13 million at September 30, 2009 and $12 million at~~ December 31, ~~2009, and thereafter~~ 2008. ~~There can~~A becopy noof ~~assurance that~~ the ~~Company~~Press ~~will~~Release ~~meet~~is ~~the~~furnished ~~requirements~~herewith ofas ~~the revised~~Exhibit ~~covenant~~99.1.

~~Pursuant~~Item ~~to the Restated Loan and Security Agreement, effective March 25, 2009, amounts payable under the Loan and Security Agreement bear interest at SVB’s prime rate plus 4~~3.0%01. ~~per~~Notice ~~annum, subject to a minimum rate~~ of ~~8.0%~~Delisting ~~per annum. Prior~~or Failure to ~~that~~Satisfy ~~effective~~a ~~date,~~Continued ~~amounts~~Listing ~~payable~~Rule ~~under the Loan~~or ~~and~~Standard; ~~Security~~Transfer ~~Agreement~~of ~~bore interest at SVB’s prime rate plus a percentage ranging from 0~~Listing.~~0% to 1.75% per annum, depending on certain financial and collateral tests.~~

~~Also,~~The inPress Release also announced the ~~Restated~~Company’s ~~Loan~~intent ~~and~~to ~~Security~~voluntarily ~~Agreement~~delist its common stock, ~~the~~par ~~maturity~~value ~~date~~$0.0003 ~~was~~per ~~extended~~share (the “Common Stock”), from the NASDAQ Global ~~December~~ Market (“NASDAQ”) and to voluntarily terminate the registration of its Common Stock under the Securities Exchange Act of 1934, as amended. In connection therewith, the Company notified NASDAQ on March 31, 2009 of the Company’s intention to ~~March~~file 31a Form 25 on or about April 10, ~~2010~~2009. The Company anticipates that the Form 25 will become effective ten days following its filing. Following delisting from NASDAQ, the Common Stock will be quoted in the over-the-counter market in the “Pink Sheets,” a centralized electronic quotation service for over-the-counter securities. The Company expects its Common Stock will continue to trade in the Pink Sheets, so long as market makers demonstrate an interest in trading in the Common Stock. The Company can give no assurance that its Common Stock will continue to be actively traded in the Pink Sheets or on any other quotation medium.

InOn or ~~connection~~about ~~with~~April ~~the~~20, ~~foregoing~~2009, the Company ~~agreed~~intends to ~~pay~~file ~~SVB~~a anForm ~~extension~~15 ~~fee~~with the Securities and Exchange Commission (the “SEC”) to voluntarily effect the deregistration of ~~$22,500~~its ~~and~~Common Stock. The Company is eligible to deregister by filing a Form ~~restructuring~~15 ~~fee~~because it has fewer than 300 holders of ~~$20~~record of its Common Stock. Upon the filing of the Form 15,~~000~~ the Company’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended. The Company expects the deregistration to become effective 90 days after filing the Form 15 with the SEC.

The foregoing description of the Restated Loan and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Loan and Security Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

1099.1 ~~Amended~~Press ~~and~~Release ~~Restated Loan and Security Agreement~~ dated ~~as of~~ March 2531, 2009 ~~among Silicon Valley Bank, Airspan Networks Inc. and Airspan Communications Limited~~

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.

	AIRSPAN NETWORKS INC.

	By:	/s/ David Brant
	David Brant
	Senior Vice President and Chief Financial Officer

Date: March 31, 2009

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