On March 27, 2009, Penn Virginia Resource Partners, L.P. ("PVR"), PVR Finco LLC ("Finco") and Finco's subsidiaries entered into a First Amendment (the "Amendment") to the Amended and Restated Credit Agreement, dated August 5, 2008, among Finco, the Guarantors (as such term is defined in the Credit Agreement) party thereto, PNC Bank, National Association, as Administrative Agent, and the other Lenders (as such term is defined in the Credit Agreement) party thereto (the "Credit Agreement").

The Amendment provides for the amendment of (i) the definition of "Consolidated EBITDA" to exclude any non-cash impairment of assets and (ii) the pricing schedule to (x) increase the Eurodollar rate margin from a range of 1.250% to 2.250% to a range of 1.750% to 2.750% and (y) increase the floating interest rate margin from a range of 0.000% to 0.750% to a range of 0.250% to 1.250%.

Simultaneous with the Amendment, Finco acknowledged the receipt of a Consolidated Commitment Increase Agreement (the "Increase Agreement") from certain of the Lenders resulting in increased Commitments (as such term is defined in the Credit Agreement) of an additional $100 million under the Credit Agreement.

Copies of the Amendment and the Increase Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the Amendment and the Increase Agreement herein are qualified by reference to the text of Exhibits 10.1 and 10.2.

Penn Virginia GP Holdings, L.P. owns an approximately 37% limited partner interest in PVR and 100% of the general partner of PVR, which holds a 2% general partner interest in PVR.

(d) Exhibits.

10.1    First Amendment to Amended and Restated Credit Agreement, dated March 27,
        2009, among Finco, the Guarantors party thereto, PNC Bank, National
        Association, as Administrative Agent, and the other Lenders party thereto
        (incorporated by reference to Exhibit 10.1 to Penn Virginia Resource
        Partners, L.P.'s Current Report on Form 8-K filed on March 31, 2009).

10.2    Consolidated Commitment Increase Agreement, dated March 27, 2009, among the
        Increasing Lenders (incorporated by reference to Exhibit 10.2 to Penn
        Virginia Resource Partners, L.P.'s Current Report on Form 8-K filed on
        March 31, 2009).

99.1    Penn Virginia Resource Partners, L.P. press release dated March 31, 2009
        (incorporated by reference to Exhibit 99.1 to Penn Virginia Resource
        Partners, L.P.'s Current Report on Form 8-K filed on March 31, 2009).