CREDIT AGREEMENT

EXHIBIT 10.2

Execution Copy

CREDIT AGREEMENT

Dated as of April 7, 2009

between

SPECTRA ENERGY PARTNERS OLP, LP,

as Borrower,

and

SPECTRA ENERGY CAPITAL, LLC,

as Lender

TABLE OF CONTENTS

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “ Credit Agreement ”), dated as of April 7, 2009, is entered into between SPECTRA ENERGY PARTNERS OLP, LP , a Delaware limited partnership (the “ Borrower ”), and SPECTRA ENERGY CAPITAL, LLC , a Delaware limited liability company (the “ Lender ”).

RECITALS

WHEREAS , the Borrower has requested that the Lender make available to it a credit facility in the aggregate amount of $150 million for the purpose of funding a portion of the acquisition pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Atlas Pipeline Mid-Continent LLC (“ APMC ”) and the Borrower, and Atlas Pipeline Partners, L.P., solely as guarantor of APMC, and Spectra Energy Partners, LP, solely as guarantor of the Borrower (the “ Transaction ”); and

WHEREAS , the Lender has agreed to provide the requested credit facility to the Borrower on the terms, and subject to the conditions, set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1     Definitions.

As used herein, the following capitalized terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a legal entity if such Person possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such legal entity, whether through the ownership of voting securities, by contract or otherwise.

“ Bankruptcy Code ” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“ Business Day ” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York or Houston, Texas.

“ Commitment ” means the commitment of the Lender with respect to the Loans.

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“ Committed Amount ” means an amount equal to $150,000,000.

“ Credit Documents ” means this Credit Agreement, the Notes, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“ Default ” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ Effective Date ” means the date hereof.

“ Event of Default ” has the meaning specified in Section 7.1.

“ GAAP ” means generally accepted accounting principles in the United States applied on a consistent basis.

“ Governmental Authority ” means any Federal, state, local or foreign court, monetary authority or governmental agency, authority, instrumentality or regulatory body.

“ Interest Payment Date ” means the last day of each month during which a Loan is outstanding and the Maturity Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day.

“ Interest Rate ” means a rate per annum equal to 9.75%.

“ Loans ” has the meaning set forth in Section 2.1.

“ Material Adverse Effect ” means a material adverse effect on the business, financial positions or results of operations of the Borrower and its Subsidiaries taken as a whole.

“ Maturity Date ” means the date that is 364 days following the Effective Date.

“ Notes ” has the meaning set forth in Section 2.4.

“ Notice of Borrowing ” means a written request by the Borrower to the Lender for a Loan.

“ Obligations ” means, without duplication, all of the obligations of the Borrower to the Lender, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents.

“ Person ” means any individual, partnership, joint venture, firm, corporation, association, trust, limited liability company or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

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“ Responsible Officer ” means the president, chief financial officer, treasurer or assistant treasurer of Spectra Energy Partners GP, LLC.

“ Solvent ” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed as the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Subsidiary ” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any partnership, association, joint venture, limited liability company or other entity in which such person directly or indirectly through Subsidiaries has more than 50% equity interest at any time and (c) any other Person that is controlled by such Person and who for GAAP purposes is required to be consolidated into such Person’s consolidated financial statements. Unless otherwise provided, as used herein, “Subsidiary” shall refer to a Subsidiary of the Borrower.

1.2     Computation of Time Periods.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in this Credit Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided.

1.3     Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight time, as the case may be, unless specified otherwise.

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SECTION 2

LOANS

2.1     Loan Commitment.

Subject to the terms and conditions set forth herein, the Lender agrees to make revolving loans to the Borrower in Dollars, at any time and from time to time, during the period from the Effective Date to the Maturity Date solely for the purpose of funding a portion of the Transaction (each a “ Loan ” and collectively the “ Loans ”); provided , however, that the sum of the aggregate amount of Loans outstanding shall not exceed the Committed Amount.

2.2     Method of Borrowing for Loans.

By no later than 11:00 a.m. on the date of the requested borrowing of Loans, the Borrower shall submit a written Notice of Borrowing to the Lender setting forth (i) the amount requested and (ii) a certification that the Borrower has complied in all respects with Section 4.1.

2.3     Funding of Loans.

Upon receipt of a Notice of Borrowing, the Lender shall make the requested Loan available to the Borrower by 6:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds by crediting the account of the Borrower set forth in the Notice of Borrowing.

2.4     Notes.

Upon request of the Lender, the Loans shall be evidenced by a duly executed promissory note of the Borrower payable to such Lender in a form reasonably acceptable to the Lender (the “ Notes ”).

SECTION 3

PAYMENTS

3.1     Interest.

(a) Interest Rate . All Loans shall accrue interest at the Interest Rate.

(b) Default Rate of Interest . Upon the occurrence, and during the continuation, of an Event of Default, all past due principal of and, to the extent permitted by law, past due interest on, the Loans and any other past due amounts owing hereunder shall bear interest, payable on demand, at a per annum rate equal to one percent (1%) plus the Interest Rate.

(c) Interest Payments . Interest on Loans shall be due and payable in arrears on each Interest Payment Date.

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3.2     Prepayments.

(a) Voluntary Prepayments . The Borrower shall have the right to prepay Loans in whole or in part from