On March 27, 2009, Penn Virginia Resource Partners, L.P., 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.

(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.

10.2    Consolidated Commitment Increase Agreement, dated March 27, 2009, among the
        Increasing Lenders.

99.1    Penn Virginia Resource Partners, L.P. press release dated March 31, 2009.