**Exhibit 3.2**

 

**NGP CAPITAL RESOURCES COMPANY**

 

**ARTICLES OF AMENDMENT AND RESTATEMENT**

 

FIRST: NGP Capital Resources Company, a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currentlyin effect and as hereinafter amended. 

 

SECOND: Thefollowing provisions are all the provisions of the charter currently in effect and as hereinafter amended: 

 

**ARTICLE I**

 

**NAME**

 

The name of the corporation (which ishereinafter called the “Corporation”) is: 

 

NGP CapitalResources Company 

 

**ARTICLE II**

 

**PURPOSE**

 

The purposes for which the Corporation is formed are to conduct and carry on the business of a business development company,subject to making an election under the Investment Company Act of 1940, as amended (the “1940 Act”), and to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as ofnow or hereafter in force. 

 

**ARTICLE III**

 

**PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT**

 

The address of the principal office of the Corporation in the State ofMaryland is c/o The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. 

 

The name and address of the resident agent of the Corporation are The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202.The resident agent is a Maryland corporation. 

 

 

**ARTICLE IV**

 

**PROVISIONS FOR DEFINING, LIMITING**

**AND REGULATING CERTAIN POWERS OF THE**

**CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS**

 

Section 4.1 Number, Classification and Election of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors shall be five, which number may beincreased or decreased only by the Board of Directors pursuant to the Bylaws. However, the number of directors but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of thedirectors who shall serve until their successors are duly elected and qualify are: 

 

Kenneth A. Hersh 

David R. Albin 

Edward W. Blessing 

C. Kent Conine

James R. Latimer, III 

 

The directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise,on the Board of Directors occurring before the first annual meeting of stockholders in the manner provided in the Bylaws. 

 

The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-802(b) of the MGCL, that, subject toapplicable requirements of the 1940 Act and except as may be provided by the Board of Directors in setting the terms of any class or series of Preferred Stock (as hereinafter defined), any and all vacancies on the Board of Directors may be filledonly by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of thedirectorship in which such vacancy occurred and until a successor is duly elected and qualifies. 

 

On the first date on which the Corporation shall have more than one stockholder of record, the directors (other than any director elected solely byholders of one or more classes or series of Preferred Stock in connection with dividend arrearages) shall be classified, with respect to the terms for which they severally hold office, into three classes, as determined by the Board of Directors, oneclass to hold office initially for a term expiring at the next succeeding annual meeting of stockholders, another class to hold office initially for a term expiring at the second succeeding annual meeting of stockholders and another class to holdoffice initially for a term expiring at the third succeeding annual meeting of stockholders, with the members of each class to hold office until their successors are duly elected and qualify. At each annual meeting of the stockholders, thesuccessors to the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successorsare duly elected and qualify. 

 

Section 4.2 ExtraordinaryActions. Except as specifically provided in Section 4.9 (relating to removal of directors), and in Section 6.2 (relating to certain actions and certain 

 

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amendments to the charter (the “Charter”)), notwithstanding any provision of law permitting or requiring any action to be taken or approved by theaffirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of sharesentitled to cast a majority of all the votes entitled to be cast on the matter. 

 

Section 4.3 Election of Directors. Except as otherwise provided in the Bylaws of the Corporation, each director shall be elected by the affirmative vote of the holders of a majority of the shares of stockoutstanding and entitled to vote thereon. 

 

Section 4.4Quorum. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of stockholders,except with respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of sharesentitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum. 

 

Section 4.5 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of shares of stock of theCorporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration, if any, as the Board ofDirectors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws. 

 

Section 4.6 Preemptive Rights. Except as may be provided by the Boardof Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 5.4 or as may otherwise be provided by contract, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right topurchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. 

 

Section 4.7 Appraisal Rights. No holder of stock of the Corporation shall be entitled to exercise the rights of an objecting stockholder underTitle 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the entire Board of Directors, shall determine that such rights apply, with respect to all or any classes or series ofstock or any proportion of the shares thereof, to a particular transaction or all transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

 

Section 4.8 Determinations by Board. The determinationas to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of itsstock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount ofpaid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net 

 

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assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase ordecrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretationof the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fairvalue, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any shares of stock of the Corporation; the number of shares of stock of any class of the Corporation; any matterrelating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to bedetermined by the Board of Directors. 

 

Section 4.9 Removalof Directors. Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time only for causeand only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction ofa felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty. 

 

**ARTICLE V**

 

**CAPITAL STOCK**

 

Section 5.1 Authorized Shares. The Corporation has authority to issue 250,000,000 shares of stock, initially consisting of 250,000,000 shares ofCommon Stock, $.001 par value per share (“Common Stock”). The aggregate par value of all authorized shares of stock having par value is $250,000. If shares of one class of stock are classified or reclassified into shares of another classof stock pursuant to this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares soclassified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. Amajority of the Board of Directors, without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class orseries that the Corporation has authority to issue. 

 

Section5.2 Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock. 

 

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Section 5.3 Preferred Stock. The Board of Directors may classify any unissued shares of stock andreclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of preferred stock (“Preferred Stock”). 

 

Section 5.4 Classified or Reclassified Shares. Prior to issuance ofclassified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number ofshares to be included in the class or series; (c) set or change, subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions,limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation ofMaryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by theBoard of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stockis clearly and expressly set forth in the articles supplementary filed with the SDAT. 

 

Section 5.5 Inspection of Books and Records. A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents of theCorporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requesting such inspection. 

 

Section 5.6 Charter and Bylaws. The rights of all stockholders and the terms of all stock are subject to theprovisions of the Charter and the Bylaws. The Board of Directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws. 

 

**ARTICLE VI**

 

**AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS**

 

Section 6.1 Amendments Generally. The Corporation reserves the right from time to time to make any amendment to its Charter, now or hereafterauthorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers aregranted subject to this reservation. 

 

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Section 6.2 Approval of Certain Extraordinary Actions and Charter Amendments. 

 

(a) Required Votes. The affirmative vote of the holders of sharesentitled to cast at least 80 percent of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect: 

 

(i) Any amendment to the Charter of the Corporation to make the Corporation’s Common Stock a “redeemable security” or toconvert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act); 

 

(ii) The liquidation or dissolution of the Corporation and any amendment to the Charter of the Corporationto effect any such liquidation or dissolution; and 

 

(iii) Any amendment to Section 4.1, Section 4.2, Section 4.9, Section 6.1 or this Section 6.2; 

 

provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least 80% of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal oramendment, the affirmative vote of the holders of a majority of the votes entitled to be cast shall be sufficient to approve such matter. 

 

(b) Continuing Directors. “Continuing Directors” means the directors identified in Article IV, Section 4.1 and the directors whosenomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of the Continuing Directors then on the Board. 

 

**ARTICLE VII**

 

**LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES**

 

Section 7.1 Limitation of Liability. To the maximum extent that Maryland law in effect from time to time permitslimitation of the liability of directors and officers of a corporation, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. 

 

Section 7.2 Indemnification and Advance of Expenses. The Corporation shall have the power, to the maximum extentpermitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officerof the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust,partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any such capacity. TheCorporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a 

 

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predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of theCorporation. The indemnification and payment of expenses provided in these Articles of Incorporation shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or maybecome entitled under any bylaw, regulation, insurance, agreement or otherwise. 

 

Section 7.3 1940 Act. The provisions of this Article VII shall be subject to the limitations of the 1940 Act. 

 

Section 7.4 Amendment or Repeal. Neither the amendment nor repeal of this Article VII, nor the adoption or amendment of any other provision of theCharter or Bylaws inconsistent with this Article VII, shall apply to or affect in any respect the applicability of the preceding sections of this Article VII with respect to any act or failure to act which occurred prior to such amendment, repeal oradoption. 

 

THIRD: The amendment to and restatement ofthe charter as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. 

 

FOURTH: The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and restatement ofthe charter. 

 

FIFTH: The name and address of theCorporation’s current resident agent is as set forth in Article III of the foregoing amendment and restatement of the charter. 

 

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article IV of the foregoingamendment and restatement of the charter. 

 

SEVENTH: Thetotal number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 1,000, consisting of 1,000 shares of Common Stock, $.001 par value per share. The aggregate par value of all sharesof stock having par value was $1. 

 

EIGHTH: The totalnumber of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 250,000,000 shares of Common Stock, $.001 par value per share. The aggregate par value of all authorizedshares of stock having par value is $250,000. 

 

NINTH:The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to thebest of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury 

 

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signedin its name and on its behalf by its President and attested to by its Secretary on this 29th day of October, 2004. 

 

ATTEST:
   
NGP CAPITAL RESOURCE COMPANY
  /s/ Richard A. Bernardy   By: 
/s/ John H. Homier
 (SEAL)
Richard A. Bernardy, Secretary
     
John H. Homier, President
  
 

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