AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT

Exhibit 10.66

AMENDED AND RESTATED

UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT

This AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (this “ Agreement ”) dated as of March 31, 2006 (the “ Amendment and Restatement Date ”) is made by and between Spansion Japan Limited (the “ Borrower ”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “ Lender ”).

RECITALS

A. The Borrower and UFJ Bank Limited entered into that certain Uncommitted Revolving Credit Agreement dated as of September 20, 2005 (as amended, supplemented or otherwise modified from time to time, the “ Original UFJ Credit Agreement ”), pursuant to which UFJ Bank Limited made available to the Borrower a revolving credit facility in the aggregate principal amount of up to ¥5,000,000,000 at any time outstanding.

B. The Borrower and The Bank of Tokyo-Mitsubishi entered into that certain Uncommitted Revolving Credit Agreement dated as of November 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “ Original BOTM Credit Agreement ” and, together with the Original UFJ Credit Agreement, the “ Original Credit Agreements ”), pursuant to which The Bank of Tokyo-Mitsubishi made available to the Borrower a revolving credit facility in the aggregate principal amount of up to ¥3,000,000,000 at any time outstanding.

C. Effective as of January 1, 2006, The Bank of Tokyo- Mitsubishi and UFJ Bank Limited merged to become The Bank of Tokyo-Mitsubishi UFJ, Ltd. and, by operation of law, the merged entity succeeded to the rights and obligations of the lender under each of the Original Credit Agreements.

D. As of the Amendment and Restatement Date, the principal amount of the individual loans outstanding under each of the Original Credit Agreements, and the maturity date thereof, is as set forth on Schedule 1 attached hereto.

E. Rather than maintaining two revolving credit agreements between the same borrower and lender on principally the same terms and conditions, the Lender and the Borrower desire to combine the two Original Credit Agreements into this single Agreement, and to amend and restate the terms thereof.

ACCORDINGLY, the parties hereto hereby merge, amend and restate the Original Credit Agreements in their entirety in this Agreement, and hereby agree as follows:

1. DEFINITIONS; INTERPRETATION

1.1 Definitions . Except as otherwise expressly provided herein, the following terms shall have the meanings set forth below:

“ Applicable Interest Rate ” means the interest rate equal to the Base Rate plus the Spread.

“ Available Amount ” means ¥8,000,000,000.

“ Base Loan Term ” means the period to be set forth in the Drawdown Application as the benchmark for setting the Base Rate.

“ Base Rate ” means the interest rate for the relevant Base Loan Term according to the Japanese Yen TIBOR (page 17,097 of the Telerate) at 11:00 A.M. or at the nearest possible time after 11:00 A.M. of the second Business Day prior to the Desired Drawdown Date; provided , however , that in cases where the Base Loan Term is not less than one month, and such interest rate is not published for some reason, this rate shall be the interest rate (indicated as an annual rate) that is reasonably decided upon by the Lender as the offered rate applicable for a drawdown in Yen for the relevant Base Loan Term in the Tokyo Interbank Market as of 11:00 A.M. of the second Business Day prior to the Desired Drawdown Date or the nearest time prior thereto. Further, if such Base Loan Term is less than one month, this rate shall be the interest rate reasonably decided upon by the Lender.

“ Borrower Account ” means the bank account opened and notified by the Borrower to the Lender in writing.

“ Break Funding Cost ” means, in cases where the principal is repaid or set off before the Due Date of the Individual Loan, and where the Reinvestment Rate falls below the Applicable Interest Rate for such Individual Loan, the amount calculated as the principal amount with respect to which such repayment or set-off was made, multiplied by (i) the difference between the Reinvestment Rate and the Base Rate, such difference then divided by 365, and (ii) the actual number of days of the Remaining Period. “ Remaining Period ” means the period commencing on the day the repayment or set-off was made and ending on the Due Date, and the “ Reinvestment Rate ” means the interest rate reasonably determined by the Lender as the interest rate to be applied on the assumption that the prepaid or off-set principal amount will be reinvested in the Tokyo Interbank Market during the Remaining Period. The calculation method for such Break Funding Cost shall be on a per diem basis, inclusive of first day and exclusive of last day, assuming that there are 365 days per year, wherein divisions shall be done at the end of the calculation, and fractions less than one Yen shall be rounded down.

“ Business Day ” means any day other than those that are bank holidays in Japan.

“ Desired Drawdown Date ” means the Business Day (excluding the Expiration Date) during the Term that the Borrower designates in the Drawdown Application as the date on which the Borrower desires to drawdown an Individual Loan.

“ Drawdown Application ” means an application in the form designated by the Lender that the Borrower shall submit to the Lender in accordance with Section 5.1 when the Borrower desires to make a drawdown pursuant to this Agreement.

“ Drawdown Date ” means the date of the drawdown of an Individual Loan.

“ Due Date ” means (i) with respect to the principal and interest in relation to the Individual Loans, the Due Date as determined in accordance with Section 5.3; and (ii) with respect to other amounts, the date set forth as the date on which payments shall be made in accordance with this Agreement.

“ Due Time ” means, if any Due Dates are provided for herein, 2:00 P.M. of such Due Date.

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“ Effective Date ” means the date that all of the conditions under Section 4 are fulfilled.

“ Expiration Date ” means the date that falls 60 days following written notice by the Lender to the Borrower that the Lender has elected to terminate this Agreement ( provided that if such is not a Business Day then the Expiration Date shall be the preceding Business Day).

“ Increased Costs ” means the increased portion (the amount reasonably calculated by the Lender) of lending expenses, in cases where the Lender’s lending expenses under this Agreement are substantially increased (excluding any increase caused by a change in tax rates on the taxable income of the Lender) due to (i) any enactment or amendment of Laws and Ordinances, or any change in the interpretation or application thereof, or (ii) establishment or increase in capital reserves.

“ Individual Loan ” means a loan made by the Lender pursuant to a Drawdown Application.

“ Individual Loan Money ” means the money lent (or to be lent) by the Lender to the Borrower as an Individual Loan, and the “ Individual Loan Amount ” means the amount of the Individual Loan Money.

“ Laws and Ordinances ” means the treaties, laws, cabinet orders, ministerial ordinances, rules, announcements, judgments, decisions, arbitral awards, directives, and policies of relevant authorities that apply to this Agreement, the transactions pursuant hereto or the parties hereto.

“ Lender Account ” means the bank account held with the Lender and notified to the Borrower by the Lender in writing.

“ Loan ” means the aggregate of the Individual Loans made pursuant to the Drawdown Applications.

“ Loan Term ” means the period commencing on the Drawdown Date (inclusive) and ending on the Maturity Date (inclusive).

“ Maturity Date ” means the Due Date of the principal in relation to any Loan.

“ Outstanding Individual Loan Money ” means the principal, the interest, default interest, Break Funding Costs and any other payment obligation that the Borrower owes pursuant to this Agreement with respect to the Loan, and the “ Outstanding Individual Loan Amount ” means the amount of such Outstanding Individual Loan Money.

“ Refinanced Loan ” means an Individual Loan that has already been made and the Due Date of which shall be the Desired Drawdown Date of a Refinancing Loan.

“ Refinancing Loan ” means an Individual Loan, the Desired Drawdown Date of which shall be the Due Date of an Individual Loan already made.

“ Reports ” means reports such as annual securities reports, semiannual reports, quarterly reports, extraordinary reports, revision reports, and group reports and accounts.

“ Spread ” means 0.50% per annum.

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“ Subsidiary ” and “ Affiliate ” shall be as defined under Article 8 of the Regulation concerning Terminology, Forms and Method of Preparation of Financial Statements, etc.

“ Taxes and Public Charges ” means all public taxes or public charges including income taxes, corporate taxes and other taxes, which are applicable in Japan.

“ Term ” means the period commencing on the Effective Date (inclusive) and ending on the day (inclusive) that this Agreement terminates due to the occurrence of any of the events set forth in Section 21.

“ Unused Available Amount ” means the amount calculated as the Available Amount less the total principal amount of the Loan outstanding.

“ Yen ” or “ ¥ ” means the lawful currency of Japan.

1.2 Interpretation . Except as otherwise expressly provided herein: (a) any reference to Section, Schedule or Exhibit is a reference to a section hereof, or a schedule or an exhibit hereto, respectively; (b) the words “hereof,” “herein,” “hereto,” “hereunder” and the like mean and refer to this Agreement as a whole and not merely to the specific Section, subsection or clause in which the respective word appears; (c) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (d) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation;” (e) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto; (f) references to any Law and Ordinance are to be construed as including all Laws and Ordinances consolidating, amending, supplementing, interpreting, or replacing the Law and Ordinance referred to; and (g) Section headings and captions are for convenience of reference only and shall not affect the construction of this Agreement.

2. RIGHTS AND OBLIGATIONS OF LENDER

The Lender may, upon request from the Borrower, in the Lender’s sole and absolute discretion upon the terms herein, make one or more Individual Loans to the Borrower from time to time during the period from the date of this Agreement up to and the Expiration Date.

3. USE OF PROCEEDS

The Borrower shall use the money raised by the Loan for working capital purposes.

4. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT

This Agreement (other than the provisions of this Section 4 and Sections 1, 21 and 22, which shall be effective at the time this Agreement is executed and delivered by the Borrower and the Lender) shall take effect at such time as the Borrower shall have submitted all of the following documents to the Lender, and the Lender is satisfied with the details thereof:

4.1 the certificate of seal registration of the representative of the Borrower who signs and affixes his seal to this Agreement; and

4.2 a certified copy of the certificate of corporate registration.

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The Lender acknowledges that each of the forgoing conditions has been satisfied prior to the Amendment and Restatement Date and that this Agreement in effective as of the Amendment and Restatement Date without the need for further action by any person or entity.

5. APPLICATION FOR DRAWDOWN

5.1 Timing . If the Borrower desires to drawdown an Individual Loan pursuant to this Agreement, the Borrower shall indicate to the Lender its intention to apply for a drawdown by submitting the Drawdown Application to the Lender by 11:00 A.M. of the second Business Day prior to the Desired Drawdown Date.

5.2 Minimum Amount . The amount of the Individual Loan to be specified in the Drawdown Application shall be no less than ¥50,000,000 and in increments of ¥50,000,000 (or if the Unused Available Amount is less than such amount, then the Unused Available Amount), and at the same time, the Individual Loan Amount calculated from the total amount of that Loan shall be an amount that does not exceed the Unused Available Amount as of the Desired Drawdown Date specified in the Drawdown Application; provided , however , that, if an Individual Loan is outstanding whose Due Date arrives by the Desired Drawdown Date, the Unused Available Amount shall be calculated on the assumption that the Borrower’s repayment obligation in relation to that Individual Loan will be performed in full.

5.3 Base Loan Term . The Base Loan Term to be specified in the Drawdown Application shall be a period of one (1), two (2) or three (3) month(s) (or such other shorter period as may be agreed by the Lender); provided , however , that only during the period commencing on the day (inclusive) following the day one month before the Expiration Date and ending on the Expiration Date (inclusive), the Base Loan Term may be a period less than one month, with the Expiration Date set as the Due Date of the applicable Individual Loan. Further, the Due Date shall correspond to the day after the Base Loan Term ( provided that the initial date to be calculated into the Base Loan Term shall be the Desired Drawdown Date), and if such corresponding day falls on a day other than a Business Day, the following Business Day shall be the Due Date. If such following Business Day occurs in the next month, the immediately preceding Business Day shall be the Due Date. If the Desired Drawdown Date is the last Business Day of the month, or if the corresponding day of the Desired Drawdown Date does not exist in the last month of the Base Loan Term, the Due Date shall be the last Business Day of that month. The Borrower may not designate a Base Loan Term beyond the Expiration Date.

5.4 Effectiveness of Application . The indication of intention to apply for a drawdown pursuant to Section 5.1 shall be effective upon the Lender’s receiving the Drawdown Application. After the Lender receives the Drawdown Application, the Borrower may not, for any reason, cancel or change the application for a drawdown under Section 5.1.

5.5 Refinancing Loan . If the Drawdown Application that the Lender receives in accordance with the procedures provided for under this Section 5 is related to an application for a Refinancing Loan, the Lender shall promptly make the offset set forth in Section 6.2.

6. MAKING OF LOANS

6.1 Remittance . If the Lender receives a Drawdown Application in accordance with Section 5 and does not give notice pursuant to Section 7.1, the Lender shall remit the Individual Loan Amount to the Borrower Account on the Desired Drawdown Date. The Individual Loan shall be deemed to have been made by that Lender as of the time of the remittance to the Borrower Account.

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6.2 Refinancing . Notwithstanding the provisions of Section 6.1, if (i) the Lender receives a Drawdown Application in accordance with Section 5 for an Individual Loan that will be a Refinancing Loan and (ii) the Lender does not give a notice pursuant to Section 7.1, then the Lender shall offset (1) the principal amount of the Outstanding Individual Loan Money of the Refinanced Loan as of the Desired Drawdown Date, and (2)the Individual Loan Amount of the Refinancing Loan, and according to the results thereof, the drawdown of such Individual Loan shall be treated as follows:

(a) if the Individual Loan Amount of the Refinancing Loan exceeds the amount equivalent to the principal and accrued interests of the Outstanding Individual Loan Money of the Refinanced Loan, the Lender shall remit the full amount of the difference between the Individual Loan Amount of the Refinancing Loan and the amount equivalent to the principal and accrued interests of the Outstanding Individual Loan Money of the Refinanced Loan to the Borrower Account on the Desired Drawdown Date, and the Individual Loan of the Refinancing Loan shall be deemed to have been made in the full Individual Loan Amount, as of the actual time of such remittance; and

(b) if the Individual Loan Amount of the Refinancing Loan is less than or equal to the amount equivalent to the principal and accrued interests of the Outstanding Individual Loan Money of the Refinanced Loan, the Borrower shall remit the full amount of the difference between the Individual Loan Amount of the Refinancing Loan and the amount equivalent to the principal and accrued interests of the Outstanding Individual Loan Money of the Refinanced Loan to the Lender on the Desired Drawdown Date, and the Individual Loan of the Refinancing Loan shall be deemed to have been made in the full Individual Loan Amount, as of the actual time of such remittance.

6.3 Receipt . When the Loan is made pursuant to Section 6.1 or 6.2, the Borrower shall send to the Lender a written receipt describing the amount of the Loan and the specifics of the Individual Loan.

7. REFUSAL TO MAKE LOANS

7.1 Lender’s Decision and Notice . The Lender shall have a right to refuse to make the Individual Loan (including the Refinancing Loan) for any reason in its sole and absolute discretion during the Term of this Agreement. In the event that the Lender decides not to make the Individual Loan, the Lender shall notify the Borrower of the decision with the reason affixed thereto by 11:00 A.M. on the first Business Day prior to the Desired Drawdown Date.

7.2 Refinancing Loan Not Made . If the Individual Loan that the Lender decided not to make pursuant to Section 7.1 was to be a Refinancing Loan, the Borrower shall pay in accordance with the provision of Section 14 the amount equivalent to the principal of the applicable Refinanced Loan owed to the Lender.

7.3 Borrower’s Liability . The Borrower shall be responsible for any damages, losses or expenses incurred by the Lender as a result of the failure to make the Individual Loan by the Lender.

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8. INCREASED COSTS

8.1 Lender’s Notice of Request . In the event the Lender experiences Increased Costs, the Lender may, by giving the Borrower notice in writing at least five (5) Business Days prior to the next succeeding Loan Term of any Individual Loan, request the Borrower to elect either to bear such Increased Costs in any succeeding Loan Term or to terminate this Agreement. The Borrower shall respond to such request by giving written notice to the Lender. If a Drawdown Application pursuant to Section 5 is made within the period from the day (inclusive) such notice of request reaches the Borrower and ending on the day (inclusive) the response notice reaches the Lender, the Lender shall deem such Drawdown Application as a response by the Borrower that it elects to bear the Increased Costs, and the Borrower consents without objection to the same. Notwithstanding anything to the contrary herein, in no event shall any Increased Costs be applicable to any Individual Loan during the then applicable Loan Term, but shall only apply to any succeeding Loan Term.

8.2 Payment . If the Borrower elects to bear the Increased Costs in response to the Lender’s request under Section 8.1, the Borrower shall pay, in accordance with the provision of Section 14, the Lender the amount of such costs.

8.3 Termination . If the Borrower elects to terminate this Agreement in response to the request under Section 8.1, the Borrower shall notify the Lender in writing at least two (2) Business Days prior to the date the Borrower desires this Agreement to be terminated (the “ Desired Termination Date ”), of (a) the desire to terminate this Agreement, and (b) the Desired Termination Date.

8.4 Notice of Break Funding Costs . If there remains an Individual Loan with a Due Date that falls after the Desired Termination Date, the Lender shall notify the Borrower of the Break Funding Cost associated therewith no later than one (1) Business Day prior to the Desired Termination Date.

8.5 Effect of Termination Notice . In the event that notice under Section 8.3 is given, and thereupon this Agreement shall terminate. In such case, the Borrower shall pay to the Lender on the Desired Termination Date, in accordance with the provision of Section 14, all obligations it owes to the Lender pursuant to this Agreement. Until the Borrower completes the performance of all obligations it owes to the Lender under this Agreement, the relevant provisions of this Agreement regarding the performance of such obligations shall remain in full force and effect.

9. REPAYMENT OF PRINCIPAL

The Borrower shall pay the principal of each Individual Loan in a lump sum on its Due Date in accordance with the provision of Section 14.

10. INTEREST

10.1 Calculation and Payment . Interest shall be payable in arrears. The Borrower shall pay interest on each Individual Loan to the Lender on the Due Date, in accordance with the provision of Section 14, in an amount equal to the principal amount of such Individual Loan of the Lender, multiplied by (i) the Applicable Interest Ra