Exhibit
10.7









SECOND
AMENDED AND RESTATED




LIMITED
PARTNERSHIP AGREEMENT






OF






VERSO
PAPER MANAGEMENT LP






______________________________________________








February
26, 2008




















TABLE OF
CONTENTS




Page







ARTICLE I


FORMATION OF THE PARTNERSHIP




1.1
            Recitals
            1


1.2
            Name
            1


1.3
            Principal Place of Business
            2


1.4
            Certificate of Limited Partnership
            2


1.5
            Designated Agent for Service of
    Process
            2


1.6
            Term
            2




ARTICLE II


DEFINED TERMS






ARTICLE III


PARTNERS AND CAPITAL




3.1
            General Partner
            17


3.2
            Limited Partners
            17


3.3
            Additional Limited Partners
            18


3.4
            Partnership Capital; Units
            18


3.5
            Liability of Partners
            18


3.6
            Certificate of Interest
            18




ARTICLE IV


DISTRIBUTIONS




4.1
            Distributions
            20


4.2
            Withholding
            20


4.3
            Distribution In Kind
            21


4.4
            Limitation on Distributions.
            21




ARTICLE V


ALLOCATIONS OF PROFITS AND LOSSES




5.1
            In General
            21


5.2
            Allocations of Profits and Losses
            22


5.3
            Limitation on Allocation of Losses
            22


5.4
            Special Allocation Provisions
            22


5.5
            Curative Allocations
            23


5.6
            Additional Provisions
            24


5.7
            Tax Reporting
            24


5.9
            Proposed Regulations.
            25


5.10
            Forfeitures
            25






i




Page




ARTICLE VI


RIGHTS, POWERS AND DUTIES OF THE GENERAL
PARTNER




6.1
            Management of the Partnership
            26


6.2
            Reliance by Third Parties
            28


6.3
            Restrictions on Authority of General
      Partner
            28


6.4
            Duties and Obligations of General
    Partner
            28


6.5
            Liability of General Partner;
      Indemnification
            29


6.6
            Competitive Opportunity
            31




ARTICLE VII


ADMISSION OF SUCCESSOR AND ADDITIONAL
GENERAL


PARTNERS; WITHDRAWAL OF GENERAL PARTNER




7.1
            Admission of Successor or Additional General
      Partners
            32


7.2
            Liability of a Withdrawn General
    Partner
            32




ARTICLE VIII


TRANSFERS OF LIMITED PARTNERS’ INTERESTS




8.1
            Restrictions on Transfers of
Interests
            32


8.2
            Call Option
            33


8.3
            Vesting Ceases upon a Termination of
      Services
            37


8.4
            Accelerated Vesting
            37


8.5
            Redemption of Equity Units
            37


8.6
            Redemptions
            38




ARTICLE IX


DRAG-ALONG RIGHT AND TAG-ALONG RIGHT




9.1
            Drag-Along Rights
            38


9.2
            Tag-Along Rights
            39




ARTICLE X


DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP




10.1
            Events Causing Dissolution
            40


10.2
            Effect of Dissolution
            41


10.3
            Capital Contribution upon
Dissolution
            41


10.4
            Liquidation
            41




ARTICLE XI


BOOKS AND RECORDS, ACCOUNTING,


INFORMATION RIGHTS, TAX ELECTIONS, ETC.




11.1
            Books and Records
            42


11.2
            Accounting and Fiscal Year
            42


11.3
            Information and Audit Rights
            42


11.4
            Designation of Tax Matters Partner
            43






ii




ARTICLE XII


CERTAIN RIGHTS AND AGREEMENTS OF THE


MANAGEMENT LIMITED PARTNERS




12.1
            Registration Rights.
            43


12.2
            Non-Solicitation; Non-Compete;
      Confidentiality
            48


12.3
            Voting Agreement
            51




ARTICLE XIII


INVESTMENT REPRESENTATIONS, WARRANTIES AND
COVENANTS




13.1
            Representations, Warranties and Covenants of Management
      Limited Partners
            52


13.2
            Investment Intention and Restrictions on
      Disposition
            52


13.3
            Securities Laws Matters
            53


13.4
            Ability to Bear Risk
            53


13.5
            Access to Information; Sophistication; Lack of
      Reliance
            53


13.6
            Accredited Investor; Exemption from
      Registration
            54


13.7
            Additional Representations and
      Warranties
            54


13.8
            Certain Management Limited Partners
            55




ARTICLE XIV


OTHER PROVISIONS




14.1
            Appointment of General Partner as
      Attorney-in-Fact
            55


14.2
            Amendments
            56


14.3
            Security Interest and Right of
    Set-Off
            57


14.4
            Binding Provisions
            57


14.5
            Applicable Law
            57


14.6
            Entire Agreement
            57


14.7
            Counterparts
            57


14.8
            Separability of Provisions
            57


14.9
            Article and Section Titles
            57


14.10
            Disputes; Attorneys’ Fees
            57


14.11
            Management Limited Partner’s
    Services
            58


14.12
            Spousal Consent
            58


14.13
            Waiver of Jury Trial
            58








EXHIBITS





A
            
            --
            PARTNER’S
      NAME, ADDRESS, CAPITAL CONTRIBUTION, UNITS, AND VESTING SCHEDULE AND/OR
      PERCENTAGE INTEREST (AS APPLICABLE)






iii




AMENDED
AND RESTATED


LIMITED
PARTNERSHIP AGREEMENT




OF




VERSO
PAPER MANAGEMENT LP




THIS
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) OF VERSO
PAPER MANAGEMENT LP, formerly known as CMP Management LP (the “Partnership”), is
made and entered into as of February 26, 2008, by and among Verso Paper
Investments LP (formerly known as CMP Investments LP), a Delaware limited
partnership (“Verso
Paper Investments”), as the General Partner and as a Limited Partner, and
the Management Limited Partners, each as a Limited
Partner.  Capitalized terms used in this Agreement shall have the
meanings ascribed to them in Article II.




ARTICLE I


FORMATION OF THE
PARTNERSHIP




1.1
            Recitals




WHEREAS,
the Partnership was formed upon the filing of the Certificate of Limited
Partnership with the Secretary of State of the State of Delaware on June 6,
2006;




WHEREAS,
on December 5, 2006, the General Partner amended and restated the Limited
Partnership Agreement of Verso Paper Management LP dated November 1, 2006 (as
amended, the “Prior
Agreement”) to provide for the admission of, and issuance of Class D
Units to, the Management Limited Partners designated as Non-Employee
Directors;




WHEREAS,
the General Partner wishes to amend and restate the Prior
Agreement  in accordance with Section 14.2 thereof to provide for (i)
the admission of David B. Sambur as a Management Limited Partner designated as a
Non-Employee Director, and (ii) the issuance of Class D-1 Units to David B.
Sambur, in each case in connection with David B. Sambur being appointed as a
Non-Employee Director hereunder and in exchange for Services performed or to be
performed by David B. Sambur for the benefit of the Partnership and its
Subsidiaries;




WHEREAS,
the Class D-1 Units shall have the same characteristics as the Class D Units
issued pursuant to the Prior Agreement, for all purposes of this Agreement
except as otherwise set forth in Section 3.4;




NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as
follows:




1.2
            Name




The name
of the Partnership shall be “Verso Paper Management LP”, or such other name as
the General Partner may hereafter designate by notice in writing to the Limited
Partners.









1.3
            Principal Place of
      Business




The
principal place of business of the Partnership shall be 9 West 57th Street,
New York, New York 10019, or such other place within or outside the State of
Delaware as the General Partner may hereafter designate by notice in writing to
the Limited Partners.  The Partnership may maintain such other offices and
places of business as the General Partner may deem advisable.




1.4
            Certificate of Limited
      Partnership




The
General Partner has caused to be executed and filed a Certificate of Limited
Partnership in the Office of the Secretary of State of the State of Delaware on
June 6, 2006, as required by Section 17-201 of the Act.  The General
Partner may execute and file any duly authorized amendments to the Certificate
of Limited Partnership from time to time in a form prescribed by the
Act.  The General Partner will also cause to be made, on behalf of the
Partnership, such additional filings and recordings as the General Partner deems
necessary or advisable.




1.5
            Designated Agent for
      Service of Process




National
Registered Agents is designated as the agent of the Partnership on whom process
against the Partnership may be served.  The address within the State
of Delaware to which the Secretary of State shall mail a copy of any process
against the Partnership served upon him is: 160 Greentree Drive, Suite 101,
Dover, Delaware 19904, County of Kent.




1.6
            Term




The term
of the Partnership commenced on the date that the Certificate of Limited
Partnership was filed with the Office of the Secretary of State of the State of
Delaware and will continue until the first to occur of the events enumerated in
Section 10.1.




ARTICLE II


DEFINED
TERMS




The
following defined terms shall, unless the context otherwise requires, have the
meanings specified in this Article II.  The singular shall be deemed to
refer to the plural, the masculine gender shall be deemed to refer to the
feminine and neuter, and vice versa, as the context may require.  The
terms “include” or “including” shall be deemed to be followed by the phrase
“without limitation”.




2.1
            “1933 Act” shall
      mean the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




2.2
            “1934 Act” shall
      mean the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.




2.3
            “Accountants”
      means a firm of independent accountants as may be engaged from time to
      time by the General Partner for the
Partnership.




2.4
            “Act” means the
      Revised Uniform Limited Partnership Act of the State of Delaware, as
      amended or modified from time to
time.




2.5
            “Actions” has
      the meaning set forth in Section
6.5.3.






2








2.6
            “Additional Limited
      Partners” means those Persons admitted to the Partnership pursuant
      to Section 3.3 of this Agreement.




2.7
            “Adjusted Capital
      Account” means, with respect to any Partner, the balance in such
      Partner’s Capital Account as of the end of the relevant fiscal year, after
      giving effect to the following
adjustments:




2.7.1  Add to
such Capital Account the following items:




(a)  The amount
which such Partner is obligated to contribute to the Partnership upon
liquidation of such Partner’s Interest; and




(b)  The amount
which such Partner is obligated to restore or is deemed to be obligated to
restore to the Partnership pursuant to the penultimate sentences of Regulations
Sections 1.704-2(i)(5) and 1.704-2(g)(1); and




2.7.2  Subtract
from such Capital Account such Partner’s share of the items described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6).




2.8
            “Adjusted Capital
      Account Deficit” means, with respect to any Partner, the deficit
      balance, if any, in such Partner’s Adjusted Capital Account as of the end
      of the relevant fiscal year.




The
foregoing definitions of Adjusted Capital Account and Adjusted Capital Account
Deficit are intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.




2.9
            “Affiliate”
      means, when used with reference to a specified Person, (a) any Person
      who directly or indirectly controls, is controlled by or is under common
      control with the specified Person, or (b) any Person who, directly or
      indirectly, is the beneficial owner of ten percent (10%) or more of
      any class of equity securities of the specified Person, or of which the
      specified Person, directly or indirectly, is the owner of ten percent
      (10%) or more of any class of equity
securities.




2.10
            “Agreement”
      means this Amended and Restated Limited Partnership Agreement, as amended
      or restated from time to time.




2.11
            “Apollo” means
      Verso Paper Apollo LLC and Verso Paper Investment Management
      LLC.




2.12
            “Apollo Group”
      means, collectively, Apollo, Apollo Investment Fund VI, L.P. and each of
      its Affiliates and any other investment fund or vehicle managed by Apollo
      Management VI, L.P. or any of its Affiliates (including any successors or
      assigns of any such manager but excluding the Verso Paper Investments LP
      and any of its Subsidiaries).




3






2.13
            “Applicable
      Percentage” means, subject to Section 8.3 and Section 8.4, (1) zero
      percent (0%) during the period commencing on the Sale Date and ending on
      the day before the first anniversary of the Sale Date; (2) twenty percent
      (20%) during the period commencing on the first anniversary of the Sale
      Date and ending on the day before the second anniversary of the Sale Date;
      (3) forty percent (40%) during the period commencing on the second
      anniversary of the Sale Date and ending on the day before the third
      anniversary of the Sale Date; (4) sixty percent (60%) during the period
      commencing on the third anniversary of the Sale Date and ending on the day
      before the fourth anniversary of the Sale Date; (5) eighty percent (80%)
      during the period commencing on the fourth anniversary of the Sale Date
      and ending on the day before the fifth anniversary of the Sale Date and
      (6) one hundred percent (100%) from and after the fifth anniversary of the
      Sale Date; provided that,
      with respect to Units acquired by a Management Limited Partner on or prior
      to November 1, 2006, solely for purposes of this definition of “Applicable
      Percentage,” any reference to the anniversary of the Sale Date shall
      instead be a reference to the anniversary of August 1, 2006.  In
      addition, with respect to each Management Limited Partner whose
      Termination of Services is due to his death or Disability or whose
      Services are terminated by the Partnership or its Subsidiaries without
      Cause at any time during the final six months in any vesting year, the
      Applicable Percentage of such Management Limited Partner’s Class B Units
      shall include an additional pro-rata percentage determined on a quarterly
      basis and based on the number of completed quarters that have elapsed
      during such vesting year on or prior to the date of such Terminated
      Services.




2.14
            “Business Day”
      means any day on which banks are required to be open to conduct business
      in New York City.




2.15
            “Capital
      Account” means, with respect to each Partner, an account maintained
      for such Partner on the Partnership’s books and records in accordance with
      the following provisions:




2.15.1  To each
Partner’s Capital Account there shall be added (a) the amount of (i) Cash
and (ii) the Gross Asset Value of any property contributed to the Partnership by
such Partner, (b) such Partner’s distributive share of (i) Profits and
(ii) any items in the nature of income or gain which are specially
allocated pursuant to Article V of this Agreement and (c) the amount of any
Partnership liabilities assumed by such Partner or which are secured by any
Partnership property distributed to such Partner.




2.15.2  From each
Partner’s Capital Account there shall be subtracted (a) the amount of
(i) cash and (ii) the Gross Asset Value of any Partnership property
distributed to such Partner pursuant to any provision of this Agreement (other
than amounts paid as interest or in repayment of principal on any loan by a
Partner to the Partnership), (b) such Partner’s distributive share of
(i) Losses and (ii) any items in the nature of expenses or losses
which are specially allocated pursuant to Article V of this Agreement and
(c) the amount of any liabilities of such Partner assumed by the
Partnership or which are secured by any property contributed by such Partner to
the Partnership.




4




2.15.3  In
determining the amount of any liability for purposes of Sections 2.15.1 and
2.15.2 of this Agreement, there shall be taken into account Code Section 752(c)
and any other applicable provisions of the Code and the
Regulations.




2.15.4  If any
Interest is transferred in accordance with the terms of this Agreement, the
transferee shall succeed to a pro rata share of the
transferor’s Capital Account, based on the ratio that the portion of the
Interest transferred bears to the total Interest of the transferor immediately
before the transfer.




2.15.5  A Partner
who has more than one Interest shall have a single Capital Account that reflects
all such Interests regardless of the class of Interests owned by such Partner
and regardless of the time or manner in which such Interests were
acquired.




2.15.6  The
provisions of this Section 2.15 and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied
in a manner consistent with such Regulations.  In the event that the
General Partner shall determine that it is prudent to modify the manner in which
Capital Accounts, or any additions or subtractions thereto, are computed in
order to comply with such Regulations, the General Partner shall be entitled to
make such modification; provided that it is
not likely to have a material effect on the amounts distributable to any Partner
pursuant to Section 10.4 of this Agreement upon dissolution of the
Partnership.  The General Partner shall also make (a) any
adjustments that are necessary or appropriate to maintain equality between the
Capital Accounts of the Partners and the amount of Partnership capital reflected
on the Partnership’s balance sheet, as computed for book purposes, in accordance
with Regulations Section 1.704-1(b)(2)(iv)(q), and (b) any appropriate
modifications in the event that unanticipated events might otherwise cause this
Agreement not to comply with Regulations Sections 1.704-1(b) and
1.704-2.




2.16
            “Capital
      Contribution” means, with respect to any Partner, the amount of
      money and the initial Gross Asset Value of any property (other than money)
      contributed to the Partnership by such Partner (reduced by the amount of
      any liabilities of such Partner assumed by the Partnership or which are
      secured by any property contributed by such Partner to the
      Partnership).




2.17
            “Call Right” has
      the meaning set forth in Section
8.2.1.




2.18
            “Cash” means
      cash or Cash Equivalents.




2.19
            “Cash
      Equivalents” means (i) securities issued or directly and fully
      guaranteed or insured by the full faith and credit of United States
      government, (ii) certificates of deposit or bankers acceptances with
      maturities of one year or less from institutions with at least $1 billion
      in capital and surplus and whose long-term debt is rated at least “A-1” by
      Moody’s or the equivalent by Standard & Poor’s; (iii) commercial paper
      issued by a corporation rated at least “A-1” by Moody’s or the equivalent
      by Standard and Poor’s and in each case maturing within one year; and (iv)
      investment funds investing at least ninety-five (95%) of their assets in
      cash or assets of the types described in clauses (i) through (iv)
      above.






5






2.20
            “Cash Receipts”
      means, with respect to any fiscal period, all Cash receipts of the
      Partnership, whether ordinary or extraordinary, including, without
      limitation, Cash interest, Cash dividends or Cash distributions from
      Partnership investments.




2.21
            “Cause”, when
      used in connection with a Termination of Services of a Management Limited
      Partner, has the same meaning ascribed to such term in any written
      agreement relating to Services or any severance agreement then in effect
      between such Management Limited Partner and the Partnership or one of its
      Subsidiaries or, if no such agreement containing a definition of “Cause”
      is then in effect, means a Termination of Services of the Management
      Limited Partner by the Partnership or any Subsidiary thereof due to the
      Management Limited Partner’s (i) material breach of his obligations under
      any material ancillary agreement entered into in connection with the
      consummation of the transaction contemplated by the Purchase Agreement
      which he fails to cure within ten (10) days after receipt of a written
      notice of such breach; (ii) gross negligence in the performance or
      intentional non-performance of his duties which he fails to cure within
      ten (10) days after receipt of a written notice of such negligence; (iii)
      breach of the Partnership’s or any of its Subsidiaries’ written policies
      or procedures which causes or is reasonably expected to cause material
      harm to the Partnership or its Subsidiaries; (iv) intentional misconduct
      which causes or is reasonably expected to cause material harm to the
      Partnership or its Subsidiaries or their business reputations; (v)
      commission of a felony or a crime of moral turpitude; (vi) commission of a
      material act of dishonesty involving the Partnership or its Subsidiaries
      or (vii) failure to follow any lawful directive of the General Partner or
      of the Verso Company Board of Directors delivered to the Management
      Limited Partner.




2.22
            “Change of
      Control” shall mean the consummation of any transaction or series
      of transactions (including any merger or consolidation) the result of
      which is that any Person, other than the Apollo Group or an Affiliate of
      the Apollo Group, becomes the beneficial owner, directly or indirectly, of
      (i) more than fifty percent (50%) of the voting securities of the
      Partnership or its successor entity or (ii) all or substantially all of
      the consolidated assets of the Partnership and its
      Subsidiaries.  For purposes of this definition, “substantially
      all” means at least eighty percent (80%) of the assets of the Partnership
      and its Subsidiaries on a consolidated
basis.




2.23
            “Class A Invested
      Capital” means, with respect to each Partner at any time, the
      aggregate amount of Capital Contributions made in respect of all Class A
      Units held by such Partner less all distributions made to such Partner
      pursuant to Section 4.1.1.




2.24
            “Class A Unit”
      means an Interest in the Partnership designated as a Class A
      Unit.




6




2.25
            “Class B Unit”
      means an Interest in the Partnership designated as a Class B
      Unit.




2.26
            “Class C Unit”
      means an Interest in the Partnership designated as a Class C
      Unit.




2.27
            “Class D Unit”
      means an Interest in the Partnership designated as a Class D Unit and an
      Interest in the Partnership designated as a Class D-1 Unit,
      collectively.




2.28
            “Class D-1 Unit”
      means an Interest in the Partnership designated as a Class D-1
      Unit.




2.29
            “Closing Date”
      means the date of the Closing as defined under the Purchase
      Agreement.




2.30
            “Code” means the
      Internal Revenue Code of 1986, as amended (or any corresponding provision
      or provisions of succeeding law).




2.31
            “Commission”
      means the United States Securities and Exchange
  Commission.




2.32
            “Confidential
      Information” has the meaning set forth in Section
      12.2.5(b).




2.33
            “Cost” means,
      with respect to a Partner, the price per Unit paid by such Partner (as
      proportionately adjusted for all subsequent distributions of equity and
      other similar recapitalizations).  For the avoidance of doubt,
      the “Cost” for Class B Units, Class C Units and Class D Units shall be
      zero, unless otherwise specified in any grant agreement for such
      Unit.




2.34
            “DeemedRetained Vested Unit
      Cost” is an amount equal to the product of (A) the Strike Price
      Factor as such term is used in Section 8.2.7 (determined on a per Unit
      basis) and (B) the number of Retained Vested
  Units.




2.35
            “Depreciation”
      means, for each fiscal year or other period, an amount equal to the
      depreciation, amortization or other cost recovery deduction allowable
      with respect to an asset for such year or other period, except that
      if the Gross Asset Value of an asset differs from its adjusted basis for
      federal income tax purposes at the beginning of such year or other period,
      Depreciation shall be an amount which bears the same ratio to such
      beginning Gross Asset Value as the federal income tax depreciation,
      amortization or other cost recovery deduction for such year or other
      period bears to such beginning adjusted tax basis; provided that
      if the federal income tax depreciation, amortization or other cost
      recovery deduction for such year is zero, Depreciation shall be determined
      with reference to such beginning Gross Asset Value using any reasonable
      method selected by the General
Partner.




2.36
            “Distributable
      Cash” means, with respect to any fiscal period, Cash Receipts for
      such fiscal period plus any Cash Receipts from prior period that have not
      been distributed less amounts set aside for the restoration, increase or
      creation of Reserves.




7




2.37
            “Disability”
      when used in connection with a Termination of Services of a Management
      Limited Partner, has the same meaning ascribed to such term in any written
      agreement relating to Services or any severance agreement then in effect
      between such Management Limited Partner and the Partnership or one of its
      Subsidiaries or, if no such agreement containing a definition of
      “Disability” is then in effect, means, with respect to each Management
      Limited Partner, that the Management Limited Partner’s absence from
      his or her duties with the Partnership and its Subsidiaries for not less
      than twelve (12) consecutive months as a result of incapacity due to
      mental or physical illness.




2.38
            “Drag-Along
      Notice” has the meaning set forth in Section
  9.1.1.




2.39
            “Drag-Along
      Participation Percentage” has the meaning set forth in Section
      9.1.2.




2.40
            “Drag-Along
      Right” has the meaning set forth in Section
  9.1.1.




2.41
            “Drag-Along
      Sale” has the meaning set forth in Section
  9.1.1.




2.42
            “Drag-Along
      Transferee” has the meaning set forth in Section
    9.1.1.




2.43
            “Drag-Along
      Sellers” has the meaning set forth in Section
  9.1.1.




2.44
            “Eligible Units”
      has the meaning set forth in Section
8.2.2.




2.45
            “Equity Units”
      means the Class B Units, Class C Units and Class D
  Units.




2.46
            “Exempt Class C
      Units” has the meaning set forth in Section
  8.3.




2.47
            “Fair Market
      Value” with respect to any Units, shall be the fair value of such
      Units determined from time to time in good faith by the General Partner
      using its reasonable business judgment taking into account the priority of
      distributions pursuant to Section
4.1.




2.48
            “Final
      Prospectus” has the meaning set forth in Section
      12.1.11.




2.49
            “Financing
      Default” shall mean an event which would constitute (or with notice
      or lapse of time or both would constitute) an event of default (which
      event of default has not been cured) under or would otherwise violate or
      breach (i) any financing arrangement of the Partnership, any of its
      Subsidiaries or a Parent Issuer in effect as of the time of the
      aforementioned event, and any extensions, renewals, refinancings or
      refundings thereof in whole or in part; and (ii) any provision of the
      Partnership’s, any of its Subsidiary’s or Parent Issuer’s constitutional
      documents.




2.50
            “ForfeitingPartner” has
      the meaning set forth in Section
8.2.7.




2.51
            “ForfeitureTransfer” has the
      meaning set forth in Section 5.10.




2.52
            “ForfeitedUnit
      Transferees” has the
      meaning set forth in Section 5.10.




8




2.53
            “General
      Partner” means Verso Paper Investments, or if a successor General
      Partner is appointed under Sections 7.1.1 or 7.1.2, then such successor
      General Partner.




2.54
            “Gross Asset
      Value” means, with respect to any asset, the asset’s adjusted basis
      for federal income tax purposes, except as
  follows:




2.54.1  The
initial Gross Asset Value of any asset contributed by a Partner to the
Partnership shall be the gross Fair Market Value of such asset, as determined by
the contributing Partner and the Partnership.




2.54.2  The Gross
Asset Values of all Partnership assets shall be adjusted to equal their
respective gross Fair Market Values, as determined by the General Partner,
immediately prior to the following times:




(a)  the
acquisition of an additional Interest (other than in connection with the
execution of this Agreement) by a new or existing Partner in exchange for a
Capital Contribution, if the General Partner reasonably determines that such
adjustment is necessary or appropriate to reflect the relative economic
Interests of the Partners;




(b)  the
distribution by the Partnership to a Partner of more than a de minimis amount of
Partnership property as consideration for an Interest, if the General Partner
reasonably determines that such adjustment is necessary or appropriate to
reflect the relative economic Interests of the Partners in the
Partnership;




(c)  the
liquidation of the Partnership within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g); and




(d)  at such
other times as the General Partner shall reasonably determine necessary or
advisable in order to comply with Regulations Sections 1.704-1(b) and
1.704-2.




2.54.3  The Gross
Asset Value of any Partnership asset distributed to a Partner shall be the gross
Fair Market Value of such asset on the date of distribution as determined in
good faith by the General Partner.




2.54.4  The Gross
Asset Values of Partnership assets shall be increased (or decreased) to reflect
any adjustments to the adjusted basis of such assets pursuant to Code Section
734(b) or Code Section 743(b), but only to the extent that such adjustments are
taken into account in determining Capital Accounts pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m); provided that Gross
Asset Values shall not be adjusted pursuant to this Section 2.53.4 to the extent
that the General Partner determines that an adjustment pursuant to Section
2.53.2 of this Agreement is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
Section 2.53.4.




9




2.54.5  If the
Gross Asset Value of a Partnership asset has been determined or adjusted
pursuant to Section 2.53.1, 2.53.2 or 2.53.4 of this Agreement, such Gross Asset
Value shall thereafter be adjusted by the Depreciation taken into account with
respect to such asset for purposes of computing Profits and Losses.




2.55
            “Indemnitee” has
      the meaning set forth in Section
6.5.3.




2.56
            “Independent Third
      Party” means any Person who, immediately prior to the contemplated
      transaction, is not a member of the Apollo Group or an Affiliate of any
      member of the Apollo Group.




2.57
            “Initial EquityStake” means the
      number of Class A Units held directly or indirectly by the Apollo Group as
      of the Closing Date.




2.58
            “Initial Public
      Offering” means the closing of the first public offering of and
      sale of equity securities of the Partnership (or of any other entity or
      entities created through any Solvent Reorganization or any entity
      expressly designated by the General Partner as the issuer in a Subsidiary
      IPO) in a primary or secondary offering pursuant to an effective
      registration statement filed by the Partnership under the 1933
      Act.




2.59
            “Initial Repurchase
      Deadline” has the meaning set forth in Section
    8.2.1.




2.60
            “Interest” means
      the entire ownership interest of a Partner in the Partnership at any
      particular time, including, without limitation, the right of such Partner
      to any and all benefits to which a Partner may be entitled as provided in
      this Agreement, together with the obligations of such Partner to comply
      with all of the terms and provisions of this
  Agreement.




2.61
            “Investor
      Investment” means direct or indirect investments in Units of the
      Partnership made by the Apollo Group on or after the Closing Date, but
      excluding any purchases or repurchases of Units from any Person other than
      the Partnership.




2.62
            “Investor IRR”
      means the pretax compounded annual internal rate of return calculated on a
      quarterly basis realized by the Apollo Group on the Investor Investment,
      based on the aggregate amount invested by the Apollo Group for all
      Investor Investments and the aggregate amount of actual Cash received by
      the Apollo Group in respect of all Investor Investments, assuming all
      Investor Investments were purchased by one Person and were held
      continuously by such Person.  The Investor IRR shall be
      determined based on the actual time of each Investor Investment and actual
      Cash received by the Apollo Group as a return on each Investor Investment
      (including by way of a Transfer of Units); provided that
      the calculation of the Investor IRR for actual Cash received prior to the
      third anniversary of the Closing Date will be calculated as if such Cash
      had been received on the third anniversary of the Closing
      Date.  Actual Cash received consists of any Cash dividends, Cash
      distributions, Cash sales or Cash interest made by the Partnership or any
      Subsidiary in respect of such Investor Investment during such period, but
      excludes any other amounts payable that are not directly attributable to
      an Investor Investment (such as fees for goods or services
      rendered).




10




2.63
            “IPO Entity”
      means the issuer in an Initial Public Offering, including a Qualified
      IPO.




2.64
            “Issuer Common
      Stock” means common stock of the same class as that offered to the
      public (a) with respect to an Initial Public Offering by the IPO Entity in
      an Initial Public Offering, including a Qualified IPO, (b) with respect to
      a Subsidiary IPO, by such Subsidiary conducting such Public Offering, or
      (c) any securities into which such common stock is exchanged, converted or
      reclassified, including pursuant to any merger, reorganization or
      reclassification.




2.65
            “Liabilities”
      has the meaning set forth in Section
6.5.3.




2.66
            “Limited
      Partner” means each of the Management Limited Partners, the Verso
      Paper Investments Limited Partner, and each other Person admitted to the
      Partnership as an Additional Limited
Partner.




2.67
            “Management Limited
      Partner” means each Person who is listed as a Management Limited
      Partner on Exhibit A hereto.




2.68
            “Manager Permitted
      Transferee” means, with respect to any Management Limited Partner,
      a transferee in (i) a Transfer upon the death of such Management Limited
      Partner to his/her executors, administrators, testamentary trustees,
      legatees or beneficiaries, (ii) a Transfer by such Management Limited
      Partner for estate planning purposes to a limited partnership, limited
      liability company, trust or custodianship, the beneficiaries of which may
      include only such Management Limited Partner, his/her spouse (or
      ex-spouse) or his/her lineal descendants (including adopted), but only if,
      (x) in the case of clauses (i) and (ii), such transferee becomes a party
      to, and is bound to the same extent as such Management Limited Partner by
      the terms of, this Agreement and (y) in the case of a Transfer described
      in clause (ii), the General Partner has given its prior, written approval
      to such Transfer (which approval shall not be unreasonably
      withheld).




2.69
            “Non-Employee
      Directors” means, collectively, the Management Limited Partners
      designated as non-employee directors on Exhibit A
  hereto.




2.70
            “Nonrecourse
      Deductions” has the meaning set forth in Regulations Sections
      1.704-2(b)(1) and 1.704-2(c).




2.71
            “Nonrecourse
      Liability” has the meaning set forth in Regulations Section
      1.704-2(b)(3) and
1.752-1(a)(2).




11




2.72
            “Other Invested
      Capital” means, with respect to any Partner at any time, the
      aggregate amount of Capital Contributions made by such Partner in respect
      of all Units of a particular class, other than Class A
    Units.




2.73
            “Parent
      Issuer” means any
      entity directly or indirectly holding equity interests in the Partnership
      if all or substantially all of the assets held by such entity constitute
      interests in the Partnership.




2.74
            “Partner Minimum
      Gain” means an amount, with respect to each Partner Nonrecourse
      Debt, equal to the Partnership Minimum Gain that would result if such
      Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
      determined in accordance with Regulations Section
    1.704-2(i).




2.75
            “Partner Nonrecourse
      Debt” has the meaning set forth in Regulations Section
      1.704-2(b)(4).




2.76
            “Partner Nonrecourse
      Deduction” has the meaning set forth in Regulations Section
      1.704-2(i).




2.77
            “Partners”
      means, collectively, the General Partner and the Limited
      Partners.




2.78
            “Partnership”
      means the limited partnership formed under this
  Agreement.




2.79
            “Partnership Minimum
      Gain” has the meaning set forth in Regulations Sections
      1.704-2(b)(2) and 1.704-2(d)(1).




2.80
            “PartnershipSubsidiary”
      means a Subsidiary of the Partnership (including Verso Paper
      Holdings).




2.81
            “Percentage
      Interest” means with respect to any Partner and any class of
      Units, such Partner’s percentage interest in the Partnership with respect
      to such Units calculated as a fraction, the numerator of which is the
      number of such Units held by such Partner and the denominator of which is
      the total number of such Units
outstanding.




2.82
            “Permitted
      Transfer” has the meaning set forth in Section
      8.1.1.




2.83
            “Permitted
      Transferee” means any Person who acquires Interests pursuant to a
      Permitted Transfer.




2.84
            “Person” means
      any individual, partnership, corporation, limited liability company,
      trust, estate or other entity.




2.85
            “Prior
      Agreement” has the meaning set forth in Section
      1.1.




2.86
            “Profits
      Interest” has the meaning set forth in Section
  5.8.




12




2.87
            “Profits” and
      “Losses”
      means an amount equal to the Partnership’s taxable income or loss with
      respect to the relevant period, determined in accordance with Code Section
      703(a) (for this purpose, all items of income, gain, loss or deduction
      required to be stated separately pursuant to Code Section 703(a)(1) shall
      be included in taxable income or loss), with the following
      adjustments:




2.87.1  Any
income of the Partnership that is exempt from federal income tax and not
otherwise taken into account in computing Profits and Losses pursuant to this
Section 2.83 shall be added to such taxable income or loss.




2.87.2  Any
expenditures of the Partnership described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations
Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing
Profits or Losses pursuant to this Section 2.86, shall be subtracted from such
taxable income or loss.




2.87.3  If
the Gross Asset Value of any Partnership asset is adjusted pursuant to Section
2.53.2 or 2.53.3 of this Agreement, the amount of such adjustment shall be taken
into account in the taxable year of adjustment as gain or loss from the
disposition of such asset for purposes of computing Profits or
Losses.




2.87.4  Gain
or loss resulting from any disposition of Partnership property with respect to
which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its
Gross Asset Value.




2.87.5  In
lieu of the depreciation, amortization and other cost recovery deductions taken
into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such fiscal year or other period, computed in
accordance with Section 2.34 of this Agreement.




2.87.6  Notwithstanding
any other provision of this Section 2.86, any items which are specially
allocated pursuant to Article V of this Agreement shall not be taken into
account in computing Profits or Losses.




2.87.7  To
the extent an adjustment to the adjusted tax basis of any Partnership asset
pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in
determining Capital Accounts as a result of a distribution other than in
liquidation of a Partner’s Interest, the amount of such adjustment shall be
treated as an item of gain (if the adjustment increases the basis of the asset)
or loss (if the adjustment decreases the basis of the asset) from the
disposition of the asset and shall be taken into account for the purposes of
computing Profits and Losses.




2.88
            “Proxy” has the
      meaning set forth in Section
12.3.1.




13




2.89
            “Public Share
      FMV”, per share of Issuer Common Stock, as of any determination
      date, shall mean the closing price as reported on the principal national
      securities exchange on which such shares are listed or admitted to
      trading, or, if the shares are not listed or admitted on a national
      securities exchange, the closing price as quoted on any market in which
      such shares are regularly quoted.




2.90
            “Purchase
      Agreement” has the meaning set forth in Section
  1.1.




2.91
            “Qualified IPO”
      means an Initial Public Offering pursuant to an effective registration
      statement (other than on Form S-4, S-8 or their equivalents) filed under
      the 1933 Act, which yields net proceeds in excess of $100
      million.




2.92
            “Registrable
      Securities” means (i) Units and (ii) any securities owned or to be
      acquired in respect of Units in connection with a recapitalization,
      merger, consolidation, exchange or other reorganization of the Partnership
      (or any successor entity) or Solvent Reorganization, or by way of stock
      dividend or stock split, in each case, now or hereafter owned by any
      Partner.  As to any particular Registrable Securities, once
      issued, such Registrable Securities shall cease to be Registrable
      Securities when (i) a registration statement with respect to the sale
      by the applicable Partner of such securities has become effective under
      the 1933 Act and such securities have been disposed of in accordance with
      such registration statement, (ii) such securities have been
      distributed to the public pursuant to Rule 144 (or any successor
      provision) under the 1933 Act, (iii) such securities have been
      otherwise transferred, new certificates for such securities not bearing a
      legend restricting further transfer have been delivered by the Partnership
      and subsequent disposition of such securities does not require
      registration or qualification of such securities under the 1933 Act or any
      state securities or blue sky law then in force, (iv) such securities are
      eligible to be sold pursuant to Rule 144(k) (or any successor provision)
      under the 1933 Act or (v) such securities have ceased to be
      outstanding.




2.93
            “Registration
      Expenses” has the meaning set forth in Section
    12.1.5.




2.94
            “Regulations”
      means the Income Tax Regulations, including Temporary Regulations,
      promulgated under the Code, as such Regulations may be amended from time
      to time (including corresponding provisions of succeeding
      regulations).




2.95
            “Restricted
      Period” has the meaning set forth in Section
  12.2.2.




2.96
            “Reserves” means
      funds set aside or amounts allocated to reserves that shall be maintained
      in amounts deemed sufficient by the General Partner for working capital,
      to pay expenses or as a provision for potential liabilities or to pay
      obligations of the Partnership.




2.97
            “Restructuring
      Event” has the meaning set forth in Section
  12.3.3.




14




2.98
            “Retained Vested
      Units” means, with respect to any Management Limited Partner who is
      deemed to forfeit a number of Vested Units pursuant to Section 8.2.7, the
      number of Vested Units retained by such Management Limited
      Partner.




2.99
            “Sale Date”
      means, with respect to any Unit, the date on which such Unit was first
      issued by the Partnership.




2.100
            “Securities Indemnified
      Party” has the meaning set forth in Section
  12.1.8.




2.101
            “Securities
      Indemnifying Party” has the meaning set forth in Section
      12.1.8.




2.102
            “Services” means
      (i) a Management Limited Partner’s employment if the Management Limited
      Partner is an employee of the Partnership or any of its Subsidiaries, (ii)
      a Management Limited Partner’s services as a consultant, if the Management
      Limited Partner is a consultant to the Partnership or any of its
      Subsidiaries, and (iii) a Management Limited Partner’s services as a
      non-employee director, if the Management Limited Partner is a non-employee
      member of the board of directors of a Subsidiary of the
      Partnership.




2.103
            “Solvent
      Reorganization” means any solvent reorganization of the
      Partnership, including by merger, consolidation, recapitalization,
      Transfer or sale of shares or assets, or contribution of assets and/or
      liabilities, or any liquidation, exchange of securities, conversion of
      entity, migration of entity, formation of new entity, or any other
      transaction or group of related transactions (in each case other than to
      or with an unaffiliated third party), in
which:




(i)  all
holders of the same class of equity securities of the Partnership are offered a
substantially similar amount of consideration in respect of such equity
securities;




(ii)  the
Apollo Group’s pro rata
indirect and each Management Limited Partner’s direct economic interests in the
Partnership, relative to each other and all other holders of equity securities
of the Partnership, are preserved in all material respects; and




(iii)  the
rights and obligations of the Apollo Group and each Partner under this Agreement
are preserved in all material respects.




2.104
            “Strike Price
      Factor” means an amount equal to a fraction, (i) the numerator of
      which is the sum of (1) the product obtained by multiplying the number of
      Subject Units issued to such Forfeiting Partner on the Closing Date and
      the Cost to the Apollo Group for a Class A Unit purchased on the Closing
      Date, and (2) for each issuance of Subject Units after the Closing
      Date, the product obtained by multiplying the number of Subject Units
      issued to a Forfeiting Partner on such date and the Fair Market Value of a
      Class A Unit on such date, and (ii) the denominator of which is the number
      of Subject Units held by such Forfeiting
  Partner.




2.105
            “Subject Units”
      has the meaning set forth in Section
8.2.7.




15




2.106
            “Subsidiary” or
      “Subsidiaries” means,
      with respect to any Person, (i) any corporation, limited liability
      company, association or other business entity of which more than fifty
      percent (50%) of the total voting power of the equity interests entitled
      (without regard to the occurrence of any contingency) to vote in the
      election of the board of directors (or the functional equivalent thereto)
      thereof are at the time owned or controlled, directly or indirectly, by
      such Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof); and (ii) any partnership (a) the sole
      general partner or the sole managing general partner of which is such
      Person or a Subsidiary of such Person or (b) the only general
      partners of which are such Person or of one or more Subsidiaries of such
      Person (or any combination
thereof).




2.107
            “Subsidiary IPO”
      means a public offering and sale of equity securities of a Subsidiary of
      the Partnership or any successor corporation in any transaction or series
      of related transactions, pursuant to an effective registration statement
      (other than on Form S-4, S-8 or their equivalents) filed under the 1933
      Act.




2.108
            “Tag-Along Election
      Period” has the meaning set forth in Section
  9.2.2.




2.109
            “Tag-Along
      Notice” has the meaning set forth in Section
  9.2.1.




2.110
            “Tag-Along
      Participation Percentage” has the meaning set forth in Section
      9.2.2.




2.111
            “Tag-Along
      Right” has the meaning set forth in Section
  9.2.1.




2.112
            “Tag-Along Sale”
      has the meaning set forth in Section
9.2.1.




2.113
            “Tag-Along
      Transferee” has the meaning set forth in Section
    9.2.1.




2.114
            “Tag-Along
      Sellers” has the meaning set forth in Section
  9.2.1.




2.115
            “Tax Matters
      Partner” has the meaning set forth in Section
  11.4.




2.116
            “Term” has the
      meaning set forth in Section
12.3.1.




2.117
            “Termination
      Event” has the meaning set forth in Section
  8.2.1.




2.118
            “Termination of
      Services” means (i) if the Management Limited Partner is an
      employee of the Partnership or any Subsidiary, the termination of the
      Management Limited Partner’s employment with the Partnership and each
      Subsidiary as to which such Management Limited Partner is an employee for
      any reason, (ii) if the Management Limited Partner is a consultant to the
      Partnership or any Subsidiary, the termination of the Management Limited
      Partner’s consulting relationship with the Partnership or its Subsidiary
      for any reason, and (iii) if the Management Limited Partner is a
      non-employee members of the board of directors of a Subsidiary of the
      Partnership, the termination of the Management Limited Partner’s
      directorship with the Subsidiary for any
reason.




16




2.119
            “Transfer” has
      the meaning set forth in Section
8.1.1.




2.120
            “Unit” or “Units” means,
      with respect to each Partner, the Class A Units, Class B Units, Class C
      Units and Class D Units held by such Partner based on a Partner’s
      Percentage Interest.  A Unit may represent a general partnership
      Interest if held by the General Partner or a limited partnership Interest
      if held by a Limited Partner.




2.121
            “Units Buyer”
      has the meaning set forth in Section
8.2.3.




2.122
            “Unvested
      Units” means, as of the date of any determination, with
      respect to the Equity Units held by a Management Limited Partner, the
      number of such Equity Units that are not Vested
  Units.




2.123
            “Verso Company Board of
      Directors” means the board of directors or similar governing body
      having the authority to conduct the affairs of any entity that directly or
      indirectly owns the Business (as such term is defined in the Purchase
      Agreement).




2.124
            “Verso Paper
      Holdings” has the meaning set forth in Section
  1.1.




2.125
            “Verso Paper
      Investments” has the meaning set forth in the
    preamble.




2.126
            “Verso Paper
      InvestmentsLimited
      Partner” means Verso Paper Investments, as Limited Partner, and
      transferees of its Limited Partnership Interests under this
      Agreement.




2.127
            “Vested
      Units” means, subject to Section 8.3 and Section 8.4, as of
      the date of any determination, with respect to: (i) the Class B Units held
      by a Management Limited Partner, the number of such Class B Units equal to
      product of the total number of such Class B Units times the Applicable
      Percentage; (ii) the Class C Units held by a Management Limited Partner if
      the Investor IRR is equal to or exceeds twenty-five percent (25%); (iii)
      any Exempt Class C Units and (iv) the Class D Units held by a Non-Employee
      Director, one hundred percent (100%) of such Class D
  Units.




2.128
            “Work Product”
      has the meaning set forth in Section
12.2.5(c).




ARTICLE III


PARTNERS AND
CAPITAL




3.1
            General
      Partner




The name,
address, Capital Contribution, number of Units, and, if the General Partner
determines appropriate, Percentage Interest of the General Partner are set forth
in an Exhibit A delivered to the General Partner.




3.2
            Limited
      Partners




The name,
address, Capital Contribution, number and vesting schedule (if applicable) of
Units, and, if the General Partner determines appropriate, Percentage Interest
of a Limited Partner are set forth in an Exhibit A delivered to such Limited
Partner.




17




3.3
            Additional Limited
      Partners




The
General Partner is authorized to admit one or more Additional Limited Partners
to the Partnership from time to time, on terms and conditions established by the
General Partner.  Subject to the terms and provisions contained in this
Agreement, no action or consent by the Limited Partners shall be required in
connection with the admission of any Additional Limited Partner.  As a
condition to being admitted to the Partnership, each Additional Limited Partner
shall execute an agreement to be bound by the terms of this
Agreement.  The name, address, Capital Contribution, number and
vesting schedule (if applicable) of Units, and, if the General Partner
determines appropriate, Percentage Interest of any Additional Limited Partner
shall be set forth in an Exhibit A delivered to such Additional Limited
Partner.




3.4
            Partnership
      Capital;
      Units




The
Partnership capital consists of Class A Units, Class B Units, Class C Units and
Class D Units, each having the designations, powers, preferences, rights,
qualifications, limitations and restrictions set forth or referred to in this
Agreement.  The General Partner is authorized to cause the Partnership
to issue additional Units or new classes of units, which new units may have
rights and preferences different from the Units. No Partner shall be paid
interest on any Capital Contribution or Capital Account.  The
Partnership shall not redeem or repurchase any Interest, and no Partner shall
have the right to withdraw, or receive any return of, its Capital Contribution
or Capital Account, except as specifically provided
herein.  Immediately prior to the issuance of the Class D-1 Units, the
Partnership shall adjust the Gross Asset Values of all Partnership assets to
equal their respective gross Fair Market Value and the Capital Accounts of the
Partners other than David B. Sambur, shall be appropriately
adjusted.  For the avoidance of doubt, the Class D-1 Units shall be
identical to all other Class D Units, except that (i) the initial Capital
Account Balance associated with the Class D-1 Units shall be zero, and, as a
result, (ii) the allocations of Profits and Losses pursuant to Section 5.2 with
respect to such Units will differ.




3.5
            Liability of
      Partners




No Limited
Partner shall be liable for the debts, liabilities, contracts or any other
obligations of the Partnership, and a Limited Partner shall be liable only to
make its Capital Contribution and shall not be required to lend any funds to the
Partnership or, after its Capital Contribution has been paid, to make any
further Capital Contribution to the Partnership.  The General Partner
shall have no personal liability for repayment to the Limited Partners of their
Capital Contributions, or for repayment to the Partnership of the negative
amounts of such Limited Partners’ Capital Accounts, if any.  Any
Limited Partner may enforce its rights to payment of any distributions by the
Partnership against the other Partners in the event that such distribution is
made to the other Partners but such Limited Partner does not receive its share
thereof as provided under the terms of this Agreement; provided, however, that such
Limited Partner (i) may only seek to enforce such rights against those Partners
that received such distribution and (ii) may not seek to enforce such rights
against such other Partners unless it first uses its commercially reasonable
efforts to obtain its share of the distribution from the
Partnership.




3.6
            Certificate of
      Interest






18


3.6.1  Certificate.  Interests
may, at the discretion of the General Partner, be represented by a certificate
of limited partnership.  If issued, the exact contents of a
certificate of limited partnership may be determined by action of the General
Partner but shall be issued substantially in conformity with the following
requirements:  (i) the certificates of limited partnership shall be
respectively numbered serially, as they are issued, shall be impressed with the
seal of the Partnership, if any, and shall be signed by an officer of the
General Partner on behalf of the Partnership; (ii) each certificate of limited
partnership shall state the name of the Partnership, the fact that the
Partnership is organized under the laws of the State of Delaware as a limited
partnership, the name of the Person to whom the certificate is issued, the date
of issue and the class of Interests represented thereby and the number of Units
represented thereby; (iii) each certificate of limited partnership shall be
otherwise in such form as may be determined by the General Partner and (iv) each
certificate shall be stamped or otherwise imprinted with a legend in
substantially the following form, or such legend as may be specified in other
agreements between the Partnership and its Limited Partners:





“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND
OTHER RESTRICTIONS SET FORTH IN THE LIMITED PARTNERSHIP AGREEMENT OF VERSO PAPER
MANAGEMENT LP DATED NOVEMBER 1, 2006 AND, AMONG OTHER THINGS, MAY NOT BE OFFERED
OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS.  COPIES
OF SUCH AGREEMENT ARE ON FILE AT THE OFFICES OF VERSO PAPER MANAGEMENT LP AND
ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE
PROVISIONS OF THE AFORESAID AGREEMENT AS THEY RELATE TO SUCH
HOLDER.”





3.6.2  Cancellation of
Certificate.  To the extent certificates are issued, except as
herein provided with respect to lost, stolen, or destroyed certificates, no new
certificates of limited partnership shall be issued in lieu of previously issued
certificates of limited partnership until former certificates for a like number
of limited partnership interests shall have been surrendered and
cancelled.  Upon any Transfer of Interests in accordance with the
terms and provisions contained in this Agreement, the General Partner shall
cause the Partnership to cancel certificate(s), if any, representing the
Interests held by the transferring Partner and to issue or reissue, as the case
may be, upon consummation of such Transfer new certificate(s) representing the
Interests held by the assignee and the Interests held by the transferring
Partner, as applicable.




3.6.3  Replacement of Lost, Stolen,
or Destroyed Certificate.  Any Partner claiming that his, her
or its certificate of limited partnership is lost, stolen, or destroyed may make
an affidavit or affirmation of that fact and request a new
certificate.  Upon the giving of a satisfactory indemnity, bond or
other surety to the Partnership as required by the General Partner, a new
certificate may be issued of the same tenor and representing the same Interests
as was represented by the certificate alleged to be lost, stolen, or
destroyed.




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3.6.4  Voting
Rights.  Except as otherwise required by law, Partners holding
Class A Units shall be entitled to one vote per Class A Unit for each matter on
which the Partners are entitled to vote.  Class B Units, Class C Units
and Class D Units shall not have any voting rights, except as may otherwise be
required by law.  With respect to any matter, Verso Paper Investments LLC
may vote its Class A Units as a Limited Partner in its sole discretion and shall
not owe a fiduciary duty to any other Partner with respect to its voting
decisions.




ARTICLE IV


DISTRIBUTIONS




4.1
            Distributions




Except as
otherwise provided in this Agreement, distributions shall be made at such times
and in such amounts as the General Partner determines in its discretion, and
shall be distributed as follows:




4.1.1  first,
pro rata to the holders
of Class A Units to the extent of the Class A Invested Capital;




4.1.2  second, to
the holders of Units other than Class A Units in proportion to the Other
Invested Capital (if any) of such holders, until such holders have received an
amount equal to their Other Invested Capital (if any);




4.1.3  third,
pro rata, to the
holders of Retained Vested Units, in accordance with the amount of their
relative Deemed Retained Vested Unit Cost, until each such holder has received
an amount equal to such holder’s Deemed Retained Vested Unit Cost;




4.1.4  fourth,
pro rata, to the
holders of Class A Units and the holders of Class B Units and Class D Units
until the Investor IRR is equal to or exceeds twenty-five percent
(25%);




4.1.5  fifth,
pro rata, to the
holders of the Class C Units, until an amount is distributed equal to the
product of (A) the aggregate amount distributed to the holders of the Class A
Units and the holders of the Class B Units and Class D Units pursuant to the
foregoing clause 4.1.4 and (B) the proportion that the Class C Units bear to the
total outstanding Class A Units, Class B Units, Class C Units and Class D
Units;




4.1.6  Last,
pro rata, to the
holders of Units in the proportion that their Units bear to all
Units.




4.2
            Withholding




The
Partnership may withhold distributions or portions thereof only if it is
required to do so by any applicable rule, regulation, or law, and each Partner
hereby authorizes the Partnership to withhold from or pay on behalf of or with
respect to such Partner any amount of federal, state, local or foreign taxes
that the General Partner determines that the Partnership is required to withhold
or pay with respect to any amount distributable or allocable to such Partner
pursuant to this Agreement.  Any amount paid on behalf of or with
respect to a Partner pursuant to this Section 4.2 shall constitute a loan by the
Partnership to such Partner, which loan shall be repaid by such Partner within
fifteen (15) days after notice from the Partnership that such payment must be
made unless: (i) the Partnership withholds such payment from a distribution
which would otherwise be made to the Partner or (ii) the General Partner
determines, in its sole and absolute discretion, that such payment may be
satisfied out of Distributable Cash which would, but for such payment, be
distributed to the Partner.  Any amounts withheld pursuant to this
Section 4.2 shall be treated as having been distributed to such
Partner.  Each Partner hereby unconditionally and irrevocably grants
to the Partnership a security interest in such Partner’s Interest in the
Partnership to secure such Partner’s obligation to pay to the Partnership any
amounts required to be paid pursuant to this Section 4.2.  In the
event that a Partner fails to pay any amounts owed to the Partnership pursuant
to this Section 4.2 when due, the remaining Partners may, in their respective
sole and absolute discretion, elect to make the payment to the Partnership on
behalf of such defaulting Partner, and in such event shall be deemed to have
loaned such amount to such defaulting Partner and shall succeed to all rights
and remedies of the Partnership as against such defaulting Partner (including,
without limitation, the right to receive distributions).  Any amounts
payable by a Partner hereunder shall bear interest at the prime rate as
published from time to time in The Wall Street Journal (but not higher than the
maximum lawful rate) from the date such amount is due (i.e., fifteen (15) days after
demand) until such amount is paid in full.  Each Partner shall take
such actions as the Partnership shall request in order to perfect or enforce the
security interest created hereunder.  A Partner’s obligations
hereunder shall survive the dissolution, liquidation, or winding up of the
Partnership.




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4.3
            Distribution In
      Kind




If the
Partnership makes a distribution in kind, for purposes of this Article IV, the
value of all property distributed to any Partner shall be the Fair Market Value
of such property on the date of distribution. The Partner’s Capital Accounts and
the Profits and Losses of each class of Units shall be adjusted to reflect the
manner in which the unrealized income, gain, loss and deduction inherent in such
securities or other property (that has not been previously reflected in the
Capital Accounts) would be allocated among the relevant Partners if there were a
taxable disposition of such securities or other property for the Gross Asset
Value on the date of distribution, followed by a decrease in such Partner’s
Capital Accounts as if the distribution were a distribution of cash to the
extent of the Gross Asset Value of such securities of other property on the date
of distribution. Securities distributed in kind pursuant to this Section 4.3
shall be subject to such conditions and restrictions as the General Partner
determines are required or advisable to ensure compliance with applicable
laws.




4.4
            Limitation on
      Distributions.




Notwithstanding
the distribution priority and entitlements set forth in Section 4.1, no
distribution shall be made to any holder on account of an Unvested Unit, but the
amount that otherwise would have been distributable in respect of such Units
shall be paid to the holders of such Unvested Units as and when such Unvested
Units become Vested Units.  Amounts not distributed pursuant to this
Section 4.4 shall be treated for purposes of applying Section 4.1 as having been
distributed to the holder of the Unvested Unit.




ARTICLE V


ALLOCATIONS OF PROFITS AND
LOSSES




5.1
            In
      General




Profits
and Losses of the Partnership shall be determined and allocated with respect to
each fiscal year of the Partnership as of the end of such year and at such times
as the Gross Asset Value of any Partnership property is adjusted pursuant to
Section 2.57.  Subject to the other provisions of this Article V, an
allocation to a Partner of a share of Profits or Losses shall be treated as an
allocation of the same share of each item of income, gain, loss and deduction
that is taken into account in computing Profits or Losses.




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5.2
            Allocations of Profits
      and Losses




Except as
otherwise provided in this Article V, Profits and Losses shall be allocated for
each fiscal year or other period to the Partners such that the positive balance
of the Adjusted Capital Account of each Partner immediately following such
allocation is, as closely as possible, equal (proportionately) to the amount of
the distributions that would be made to such Partner pursuant to Section 4.1 if
the Partnership sold all of its assets for an amount equal to their Gross Asset
Value and all Partnership liabilities were satisfied (limited with respect to
each nonrecourse liability to the Gross Asset Value of the assets securing such
liability) and the remaining cash was distributed in accordance with the
priority set forth in Section 4.1.




5.3
            Limitation on
      Allocation of Losses




The Losses
allocated to any Partner pursuant to Section 5.2 of this Agreement shall not
exceed the maximum amount of Losses that can be so allocated without causing
such Partner to have an Adjusted Capital Account Deficit at the end of any
fiscal year.  All Losses in excess of the limitation set forth in this
Section 5.3 with respect to any Partner shall be allocated to other Partners in
accordance with this Section 5.3 and to the extent Losses exceed the limitation
set forth in this Section 5.3 with respect to each Limited Partner, such amount
of any remaining Losses shall be allocated to the General Partner.




5.4
            Special Allocation
      Provisions






5.4.1  Minimum Gain
Chargeback.  Notwithstanding any other provision of this
Article V, if there is a net decrease in Partnership Minimum Gain during any
Partnership fiscal year, each Partner shall be specially allocated items of
Partnership income and gain for such year (and, if necessary, subsequent years)
in an amount equal to such Partner’s share of the net decrease in Partnership
Minimum Gain, determined in accordance with Regulations Section
1.704-2(g)(2).  This Section 5.4.1 is intended to comply with the
minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall
be interpreted consistently therewith.




5.4.2  Partner Minimum Gain
Chargeback.  If there is a net decrease in Partner Minimum Gain
attributable to a Partner Nonrecourse Debt during any Partnership fiscal year,
each Partner who has a share of the Partner Minimum Gain attributable to such
Partner Recourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5), shall be specially allocated items of Partnership income and gain
for such fiscal year (and, if necessary, subsequent years) in an amount equal to
such Partner’s share of the net decrease in Partner Minimum Gain attributable to
such Partner Nonrecourse Debt, determined in a manner consistent with the
provisions of Regulations Section 1.704-2(g)(2).  This Section 5.4.2
is intended to comply with the partner nonrecourse debt minimum gain chargeback
requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted
consistently therewith.




5.4.3  Qualified Income
Offset.  If any Partner unexpectedly receives any adjustment,
allocation or distribution of the type contemplated by Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income
and gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate the Adjusted Capital Account Deficit of such Partner as
quickly as possible.  It is intended that this Section 5.4.3 qualify
and be construed as a “qualified income offset” within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(d).




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5.4.4  Adjusted Capital Account
Deficit.  If the allocation of Loss to a Partner as provided in
Section 5.2 hereof would create or increase an Adjusted Capital Account Deficit,
there shall be allocated to such Partner only that amount of Loss as will not
create or increase an Adjusted Capital Account Deficit.  The Loss that
would, absent the application of the preceding sentence, otherwise be allocated
to such Partner shall be allocated to the other Partners in accordance with
their Interests, subject to the limitations of this Section 5.4.4




5.4.5  Section 754
Election.  To the extent that an adjustment to the adjusted tax
basis of any Partnership asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or
Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
determining Capital Accounts as the result of a distribution to a Partner in
complete liquidation of its Interest in the Partnership, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such gain or loss shall be specially allocated to the
Partners in accordance with their interests in the Partnership in the event that
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom
such distribution was made in the event that Regulations Section
1.704-1(b)(2)(iv)(m)(4) applies.




5.4.6  Nonrecourse
Deductions.  Nonrecourse Deductions for any fiscal year or
other period shall be specially allocated to the Partners in proportion to their
Percentage Interests.




5.4.7  Partner Nonrecourse
Deductions.  Partner Nonrecourse Deductions for any fiscal year
or other period shall be specially allocated to the Partner who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which such
Partner Nonrecourse Deductions are attributable.




5.4.8  Excess Nonrecourse
Liabilities.  Solely for purposes of determining a Partner’s
proportionate share of the “excess nonrecourse liabilities” of the Partnership
within the meaning of Regulations Section 1.752-3(a)(3), the Partners’ interests
in Partnership profits are in proportion to their Percentage
Interests.




5.5
            Curative
      Allocations




The
allocations set forth in Sections 5.3 and 5.4 of this Agreement (the “Regulatory
Allocations”) are intended to comply with certain requirements of
Regulations Sections 1.704-1(b) and 1.704-2(i).  Notwithstanding any
other provisions of this Article V, the Regulatory Allocations shall be taken
into account in allocating other Profits, Losses and items of income, gain, loss
and deduction to the Partners so that, to the maximum extent possible, at any
point in time the Partners’ Capital Accounts shall reflect the manner in which
distributions would be made to the Partners, if the Partnership were liquidated
and the proceeds of such liquidation were distributed to the Partners in
accordance with Section 10.4 of this Agreement.




23






5.6
            Additional
      Provisions




5.6.1  Except as
otherwise provided in this Section 5.6.1 for income tax purposes, under the Code
and Regulations, each Partnership item income, gain, loss and deduction shall be
allocated between the Partners as its correlative item of “book” income, gain,
loss or deduction is allocated pursuant to this Article
V.  Notwithstanding the foregoing provisions of this Article V,
income, gain, loss and deduction with respect to property contributed to the
Partnership by a Partner shall be allocated among the Partners, pursuant to
Regulations promulgated under Code Section 704(c), so as to take account of the
variation, if any, between the adjusted basis of such property to the
Partnership and its initial Gross Asset Value (computed in accordance with
Section 2.52 of this Agreement).  In the event the Gross Asset value
of any Partnership asset is adjusted pursuant to Section 2.52.2 of this
Agreement, subsequent allocations of income, gain, loss and deduction with
respect to such asset shall take account of the variation, if any, between the
adjusted basis of such asset for federal income tax purposes and its Gross Asset
Value in the same manner as under Code Section 704(c) and the applicable
Regulations.  Any elections or other decisions relating to the
allocations pursuant to this Section 5.6.1 shall be made by the General Partner
in its sole discretion.  Allocations pursuant to this Section 5.6.1
are solely for purposes of federal, state and local income taxes and shall not
affect, or in any way be taken into account in computing, any Partner’s Capital
Account or share of Profits, Losses, other tax items or distributions pursuant
to any provision of this Agreement.




5.6.2  In the
event that the Code or any Regulations require allocations of items of income,
gain, loss, deduction or credit different from those set forth in this
Agreement, upon the advice of the Partnership’s Accountants, the General Partner
is hereby authorized to make new allocations in reliance upon the Code, the
Regulations and such advice of the Partnership’s Accountants, such new
allocations shall be deemed to be made pursuant to the fiduciary obligation of
the General Partner to the Partnership and the Limited Partners, and no such new
allocation shall give rise to any claim or cause of action by any Limited
Partner.




5.7
            Tax
      Reporting




The
Partners acknowledge and are aware of the income tax consequences of the
allocations made by this Article V and hereby agree to be bound by the
provisions of this Article V in reporting their shares of Partnership income,
gain, loss and deductions for federal, state and local income tax
purposes.




5.8
            Tax Treatment of
      Partnership Interests Subject to
Vesting




The
Partnership and each Partner agree to treat any Units other than Class A Units
as a separate “Profits Interest” within the meaning of Rev. Proc. 93-27, 1993-2
C.B. 343.  Absent a change in law, the Partnership shall treat a
Partner holding a Profits Interest as the owner of such Profits Interest from
the date such Profits Interest is granted, and shall file its IRS form 1065, and
issue appropriate Schedule K-1s to such Partner, allocating to such Partner its
distributive share of all items of income, gain, loss, deduction and credit
associated with such Profits Interest as if it were fully
vested.  Each such Partner agrees to take into account such
distributive share in computing its Federal income tax liability for the entire
period during which it holds the Profits Interest.  Except as required
pursuant to a “Determination” as defined in Code Section 1313(a) or a change in
law, the Partnership and each Partner agree not to claim a deduction (as wages,
compensation or otherwise) for the fair market value of such Profits Interest
issued to a Partner, either at the time of grant of the Profits Interest, or at
the time the Profits Interest becomes substantially vested.  The
undertakings contained in this Section 5.8 shall be construed in accordance with
Section 4 of Rev. Proc. 2001-43, 2001-2 C.B. 191.  The provisions of
this Section 5.8 shall apply regardless of whether or not the holder of a
Profits Interest files an election pursuant to Section 83(b) of the
Code.




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5.9
            Proposed
      Regulations.




Each
Partner authorizes the General Partner to elect to apply the safe harbor set
forth in Proposed Treasury Regulation § 1.83-3(l) (under which the fair market
value of a partnership interest that is transferred in connection with the
performance of services is treated as being equal to the liquidation value of
that interest) if such proposed Treasury Regulation or a similar Treasury
Regulation becomes a Regulation.  If the General Partner determines
that the Partnership should make such election, the Partners hereby authorize
the General Partner to amend this Agreement to provide (i) the Partnership is
authorized and directed to elect the safe harbor, (ii) the Partnership and each
of its Partners (including any person to whom a partnership  interest
is transferred in connection with the performance of services) agrees to comply
with all requirements of the safe harbor with respect to all interests
transferred in connection with the performance of services while such election
remains in effect and (iii) the Partnership and each of its Partners agree to
take all actions necessary, including providing the Partnership with any
required information, to permit the Partnership to comply with the requirements
set forth or referred to in the applicable Regulations for such election to be
effective. The Partners authorize the General Partner to amend this Agreement to
modify




Article V
to the extent the General Partner determines in its discretion that such
modification is necessary or desirable as a result of the issuance of Treasury
Regulations relating to the tax treatment of the transfer of an interest in
connection with the performance of
services.    Notwithstanding anything to the contrary in
this Agreement, the General Partner shall not be required to obtain the
Partner’s consent to amend the agreement in accordance with this Section 5.9 and
each Partner agrees that it will be legally bound by any such
amendment.




5.10
            Forfeitures




.  In
the event of a forfeiture of a Unit, such Unit and the Capital Account
associated therewith, if any, shall be transferred (the “Forfeiture Transfer”)
to the other Partners pro
rata in accordance with Capital Accounts (the “Forfeited Unit
Transferees”).  If the Forfeiture Transfer gives rise to the
receipt of taxable income to the Forfeited Unit Transferee pursuant to Section
83 of the Code in the year of the Forfeiture Transfer or any subsequent year,
any deduction to which the Partnership is entitled pursuant to Section 83 of the
Code as a result of such income receipt shall be allocated among the Partners
(other than the Forfeited Unit Transferee) in the taxable year of the Forfeiture
Transfer and any subsequent year in which the Forfeited Unit Transferee
recognizes income as a result of the Forfeiture Transfer so as to minimize any
income or gain required to be recognized by the Partnership as a result of the
Forfeiture Transfer and any excess deduction shall be allocated to the Forfeited
Unit Transferee or in such other manner as the Board deems to be appropriate to
the extent permitted by law.




25




ARTICLE VI


RIGHTS, POWERS AND DUTIES OF
THE GENERAL PARTNER




6.1
            Management of the
      Partnership




6.1.1  The
General Partner shall conduct, direct and exercise full control over all
activities of the Partnership and its Subsidiaries.  Subject to the
terms and provisions hereof, except as otherwise expressly provided in the
Agreement, all management powers over the business and affairs of the
Partnership and its Subsidiaries shall be exclusively vested in the General
Partner (or, in the case of the Subsidiaries, an entity controlled by the
General Partner), and no Limited Partner shall have any rights of control or
management power over the business and affairs of the Partnership or its
Subsidiaries.  The General Partner shall, in addition to the powers
now or hereafter granted a general partner of a limited partnership under
applicable law or which are granted to the General Partner under any other
provisions of this Agreement, have full power and authority to do all things
deemed necessary, convenient or desirable by it to conduct the business of the
Partnership and the Subsidiaries (without any vote or consent of any Limited
Partner, except as expressly provided herein), including, without
limitation:




(a)  the making
of any expenditures, the guaranteeing of liabilities and the incurring of any
obligations not otherwise prohibited by Section 6.3 it deems necessary for the
conduct of the activities of the Partnership;




(b)  the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or
exchange of any or all of the assets of the Partnership and the merger or other
combination of the Partnership with or into another entity;




(c)  the use of
the assets of the Partnership (including, without limitation, cash on hand) for
any Partnership purpose and on any terms it sees fit, including, without
limitation, the financing of the conduct of the operations of the Partnership,
the repayment of obligations of the Partnership, and the investing of funds in
the operations of the Partnership;




(d)  the
negotiation and execution of any terms deemed desirable in its sole discretion
and the performance of any contracts, conveyances or other instruments that it
considers useful or necessary for the conduct of the operations of the
Partnership or the implementation of its powers under this
Agreement;




(e)  the
setting of reserves or the making of distributions of cash or property under
Article IV;




(f)  the
selection and dismissal of employees of the Partnership or outside attorneys,
accountants, consultants, agents and contractors and the determination of their
compensation and other terms of employment or hiring;




(g)  the
maintenance of such insurance for the benefit of the Partnership and the
Partners as it deems necessary;




26




(h)  the
formation of, or acquisition of an interest in, and the contribution of property
to, any Subsidiary;




(i)  the
control of any matters affecting the rights and obligations of the Partnership,
including the conduct of litigation and the incurring of legal expense and the
settlement (or the consent to judgment) of claims and litigation;




(j)  the sale
of additional Interests (represented by Units or newly issued units) to any
Limited Partners or Additional Limited Partner at such times and on such terms
as it deems to be in the best interests of the Partnership (including amending
this Agreement to give effect to same);




(k)  the
amending of this Agreement to reflect the addition of Additional Limited
Partners or the reduction of Capital Accounts upon the return of capital to the
Partners;




(l)  the
redemption or repurchase of Units, which need not be on a pro rata basis, including, in
the event of a Subsidiary IPO, the making of such distributions to, or
redemptions from any Partner as it may deem necessary or appropriate in order
to, provide such Partner with an economic benefit that is substantially similar
to the economic benefit that such Partner would have received in terms of timing
and amount had the Partnership elected to conduct an Initial Public Offering
through the issuance of Registrable Securities subject to the limitations set
forth in Section 12.1;




(m)  the
incurrence of indebtedness for borrowed money or other debt;




(n)  the
lending of money, the guaranteeing of or other contracting for indebtedness and
other liabilities, the bringing and defending of actions at law or in equity and
the indemnification of any Person against liabilities and contingencies to the
extent permitted by law;




(o)  the
determination of the appropriate accounting method or methods to be used by the
Partnership;




(p)  the
commencement of any case, proceeding or action under any laws relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to the Partnership or adjudicating
the Partnership bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to the Partnership’s debts, or the cooperation with
any involuntary action or proceeding seeking the same with respect to the
Partnership;




(q)  implementing
a Solvent Reorganization, including amending this Agreement to give effect to
same; and




(r)  except for
clauses (e), (k), (l), and (q), to cause any of the foregoing actions with
respect to the Subsidiaries.




27




6.1.2  No Limited
Partner, in such capacity, shall execute any documents for the Partnership or
transact any business on its account or its behalf.




6.2
            Reliance by Third
      Parties




Notwithstanding
any other provision of this Agreement to the contrary, any Person dealing with
the Partnership shall be entitled to rely exclusively on the representations of
the General Partner as to its power and authority to enter into arrangements and
shall be entitled to deal with the General Partner as if it were the sole party
in interest therein, both legally and beneficially.  In no event shall
any Person dealing with the General Partner or the General Partner’s
representative with respect to any business or property of the Partnership be
obligated to ascertain that the terms of this Agreement have been complied with,
or be obligated to inquire into the necessity or expedience of any act or action
of the General Partner or the General Partner’s representative; and every
contract, agreement, instrument or document executed by the General Partner or
the General Partner’s representative with respect to any business or property of
the Partnership shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that:  (a) at the time of
the execution and/or delivery thereof this Agreement was in full force and
effect, (b) such instrument or document was duly executed in accordance
with the terms and provisions of this Agreement and is binding upon the
Partnership and (c) the General Partner or the General Partner’s
representative was duly authorized and empowered to execute and deliver any and
every such instrument or document for and on behalf of the
Partnership.




6.3
            Restrictions on
      Authority of General Partner




6.3.1  Without
the consent of all of the Partners, the General Partner shall not have the
authority to:




(a)  amend this
Agreement in violation of Section 13.2;




(b)  possess
Partnership property for other than a Partnership purpose;




(c)  admit a
Person as a General Partner, except as provided in this Agreement;




(d)  take any
action, or fail to take any action, that would cause the Partnership to be
treated as other than a partnership for U.S. Federal Tax purposes;




(e)  take any
action, or fail to take any action in violation of the terms of this Agreement;
or




(f)  knowingly
perform any act that would subject any Limited Partner to liability as a general
partner in any jurisdiction.




6.4
            Duties and Obligations
      of General Partner




6.4.1  The
General Partner shall take any and all actions which may be necessary,
appropriate or advisable for the continuation of the Partnership’s existence as
a limited partnership under the laws of the State of Delaware (and under the
laws of each other jurisdiction in which such existence is necessary to protect
the limited liability of the Limited Partners or to enable the Partnership to
conduct the business in which it is engaged) and activities related
thereto.




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6.4.2  The
General Partner shall devote to the Partnership such time as may be necessary
for the proper performance of its duties hereunder, but the officers and
directors of the General Partner shall not be required to devote their full time
to the performance of such duties.




6.4.3  The
General Partner shall not participate in or consent to the purchase, sale,
exchange or other trading of Interests in a manner that may fairly result in the
classification of the Partnership as a “publicly traded partnership” within the
meaning of Code Section 7704(b).




6.4.4  The
General Partner shall take such action as may be necessary or appropriate in
order to form or qualify the Partnership under the laws of any jurisdiction in
which the Partnership does business or in which such formation or qualification
is necessary in order to protect the limited liability of the Limited Partners
or in order to continue in effect such formation or
qualification.  The General Partner shall file or cause to be filed
for recordation in the office of the appropriate authorities of the State of
Delaware, and in each other jurisdiction in which the Partnership is formed or
qualified, such certificates (including, without limitation, limited partnership
and fictitious name certificates) and other documents as are required by the
statutes, rules or regulations of such jurisdictions.




6.5
            Liability of General
      Partner; Indemnification




6.5.1  Exculpation.  To
the fullest extent permitted by law, neither the General Partner nor its
Affiliates, nor the officers, directors, employees, partners, stockholders,
members or agents of any of the foregoing, shall be liable to the Partnership or
to any Partner for any losses sustained or liabilities incurred as a result of
any act or omission taken or suffered by the General Partner or any such other
Person if (i) the act or failure to act of the General Partner or such
other Person was in good faith and in a manner it believed to be in, or not
contrary to, the best interests of the Partnership, and (ii) the conduct of
the General Partner or such other Person did not constitute (a) any act or
omission resulting in a criminal conviction therefor which is affirmed by the
highest court of applicable jurisdiction, (b) fraud, (c) willful
misconduct or (d) gross negligence.  The termination of an
action, suit or proceeding by judgment, order, settlement or upon a plea of
nolo contendere or its
equivalent shall not, in and of itself, create a presumption or otherwise
constitute evidence that the General Partner or such other Person is not
entitled to exculpation hereunder.




6.5.2  Actions of Other Partners or
Agents.  The General Partner, in its capacity as General
Partner of the Partnership, shall not be liable to the Partnership or any other
Partner for any action taken by any other Partner, nor shall the General Partner
(in the absence of fraud, willful misconduct, gross negligence or any act or
omission resulting in a criminal conviction therefor which is affirmed by the
highest court of applicable jurisdiction) be liable to the Partnership or any
other Partner for any action of any agent of the Partnership which has been
selected in good faith by the General Partner with reasonable care.




29




6.5.3  Indemnification.  The
Partnership shall indemnify and hold harmless the General Partner and its
Affiliates, the Limited Partners and all officers, directors, employees,
partners, stockholders, members and agents of any of the foregoing (each, an
“Indemnitee”),
to the fullest extent permitted by law from and against any and all losses,
claims, demands, costs, damages, liabilities, expenses (including, without
limitation, costs of investigation and attorneys’ fees and disbursements),
judgments, fines, settlements and other amounts, of any nature whatever, known
or unknown, liquidated or unliquidated (collectively, “Liabilities”) arising
out of, resulting from or relating or incidental to any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (collectively, “Actions”), in which
the Indemnitee may be involved or threatened to be involved, as a party or
otherwise, relating to the performance or nonperformance of any act concerning
the activities of the Partnership or the performance by such Indemnitee of any
of the General Partner’s responsibilities hereunder, unless the
Indemnitee’s conduct constituted fraud, willful misconduct, gross negligence or
any act or omission resulting in a criminal conviction therefor which is
affirmed by the highest court of applicable jurisdiction.  The
termination of an action, suit or proceeding by judgment, order, settlement or
upon a plea of nolo
contendere or its equivalent shall not, in and of itself, create a
presumption or otherwise constitute evidence that the Indemnitee is not entitled
to indemnification hereunder; providedthat a final,
non-appealable judgment or order adverse to the Indemnitee expressly covering
the indemnification exceptions set forth above may constitute evidence that the
Indemnitee is not so entitled to indemnification.




6.5.4  Advancement of
Expenses.  Expenses incurred by an Indemnitee in defending any
Action subject to this Section 6.5 shall be advanced by the Partnership prior to
any judgment or settlement of such Action (but not during any appeal therefrom)
entered by any court of competent jurisdiction, which includes a finding that
such Indemnitee’s conduct constituted fraud, willful misconduct, gross
negligence or any act or omission resulting in a criminal conviction therefor
which is affirmed by the highest court of applicable jurisdiction, but only if
the Partnership has received a written commitment by or on behalf of the
Indemnitee to repay such advances to the extent that, and at such time as, it
has been determined by a final, non-appealable judgment or settlement entered by
any court of competent jurisdiction that the act or failure to act of the
Indemnitee was not in good the indemnitee was not entitled to indemnification
under Section 6.5.3.  Notwithstanding the foregoing, no expenses shall
be advanced if a court of competent jurisdiction determines that any
indemnification or advance of expenses is unlawful.




6.5.5  Indemnitee
Obligations.  Each Indemnitee shall use commercially reasonable
efforts to pursue any insurance, contribution or indemnity claims it may have
against third parties with respect to the expenses incurred in defending any
Action subject to this Section 6.5; providedthatno such claims, nor any
efforts or obligation hereunder, shall delay the availability of the advances
provided in this Section 6.5.5.  Each Indemnitee, other than the
General Partner, shall obtain the written consent of the General Partner prior
to entering into any compromise or settlement which would result in an
obligation of the Partnership to indemnify such Indemnitee.




30


6.5.6  No Third-Party
Beneficiaries.  The provisions of this Section 6.5 are for the
benefit of the Indemnitees and shall not be deemed to create any rights for the
benefit of any other Person.




6.5.7  Good Faith
Reliance.  The General Partner and its Affiliates shall at all
times act in a manner that is consistent with its implied contractual covenant
of good faith and fair dealing.  So long as the General Partner and
its Affiliates act in a manner consistent with the implied contractual covenant
of good faith and fair dealing and with the express provisions of this
Agreement, the General Partner and its Affiliates shall not be in breach of any
duties (including, without limitation, fiduciary duties) in respect of the
Partnership and/or any Limited Partner otherwise applicable at law or in
equity.  The provisions of this Agreement, to the extent that they
expand, restrict or eliminate the duties and liabilities of the General Partner
and its Affiliates otherwise existing at law or in equity, are agreed by the
Partners to replace fully and completely such other duties and liabilities of
the General Partner and its Affiliates.




6.6
            Competitive
      Opportunity




.Subject
to the last sentence of this Section 6.6, nothing in this Agreement shall
restrict or prohibit any of (i) the Partners that are not Management Limited
Partners or (ii) any Non-Employee Directors or (iii) any of their respective
Affiliates from having business interests and engaging in business activities in
addition to those relating to the Partnership, including, without limitation,
business interests and activities in direct competition with the Partnership or
any of its Subsidiaries.  None of the other Partners shall have any
rights by virtue of this Agreement in any business ventures of any single
Partner or any of such single Partner’s Affiliates.  None of the
General Partner, as such, the Partners that are not Management Limited Partners
and the Non-Employee Directors and none of their respective Affiliates shall be
obligated to refer investment opportunities to the Partnership, and none of them
shall be restricted in any investments it may make, regardless of whether such
investment opportunity or investment may be deemed to be a business venture or
prospective business venture in which the Partnership could have an interest or
expectancy, (a “Competitive
Opportunity”).  Each of the General Partner, as such, the
Partners that are not Management Limited Partners, the Non-Employee Directors
and their respective Affiliates shall have the right to take any investment
opportunity for its own account (as a Partner or fiduciary), and to recommend,
assign or otherwise transfer any investment opportunity to, or deal in any
investment opportunity with, any other Person, regardless of whether such
investment opportunity may be deemed to be a “Competitive
Opportunity”.  None of the General Partner, as such, the
Partners that are not Management Limited Partners and none of  their
respective Affiliates shall be obligated to do or perform any act or thing in
connection with the business of the Partnership not expressly set forth in this
Agreement.  Nothing in this Section 6.6 shall eliminate, limit or
change the fiduciary duties of the General Partner under applicable
law.




31




ARTICLE VII


ADMISSION OF SUCCESSOR AND
ADDITIONAL GENERAL


PARTNERS; WITHDRAWAL OF
GENERAL PARTNER




7.1
            Admission of Successor
      or Additional General
Partners




7.1.1  The
General Partner may at any time designate one or more Persons to be its
successor or to be an additional General Partner, in each case with such
participation in the General Partner’s Interest as it and such successors or
additional General Partners may agree upon; provided that the
Interests of the other Partners shall not be affected thereby.




7.1.2  Except in
connection with a Transfer to a successor or additional General Partner pursuant
to Section 7.1.1 of this Agreement, the General Partner shall not have any right
to retire or withdraw voluntarily from the Partnership, or to sell, transfer or
assign its Interest, except that it may cause to be admitted to the Partnership
as an additional General Partner or Partners, or substitute in its stead as the
General Partner, any entity which has, by merger, consolidation or otherwise,
acquired substantially all of its assets or stock and continued its
business; provided that the
Interests of the other Partners shall not be affected thereby.




7.1.3  By
execution of this Agreement, each of the Limited Partners hereby consents to the
admission of any Person as a successor or additional General Partner pursuant to
Sections 7.1.1 and 7.1.2 of this Agreement.  In each such case, such
admission shall, without any further consent or approval of the Limited
Partners, be an act of all the Limited Partners.




7.1.4  Any
voluntary withdrawal by the General Partner from the Partnership, or any
Transfer by the General Partner of its Interest, shall be effective only upon
the admission in accordance with Section 7.1.1 or 7.1.2 of this Agreement of a
successor or additional General Partner, as the case may be.




7.2
            Liability of a
      Withdrawn General Partner




Any
General Partner who, for any reason, voluntarily or involuntarily withdraws from
the Partnership, or Transfers its Interest, shall be and remain liable for all
obligations and liabilities incurred by it as a General Partner prior to the
time that such Transfer becomes effective as provided in Section 7.1 of this
Agreement, but it shall be free of any obligation or liability as a General
Partner incurred on account of the activities of the Partnership from and after
the time that such Transfer becomes effective.




ARTICLE VIII


TRANSFERSOF LIMITED PARTNERS’
INTERESTS






8.1
            Restrictions on
      Transfers of Interests




8.1.1  Until the
first anniversary of the occurrence of an Initial Public Offering, except as
required by law, no Management Limited Partner may directly or indirectly, sell,
contract to sell, give, assign, hypothecate, pledge, encumber, grant a security
interest in, offer, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of any economic, voting or other rights in or to
(collectively, “Transfer”) any
Units except pursuant to (i) Sections 8.2, 9.1, 9.2 and 12.3 hereof or (ii)
a Transfer to a Manager Permitted Transferee (each a “Permitted
Transfer”).




32


8.1.2  Following
the first anniversary of an Initial Public Offering and the expiration of any
underwriter or Partnership “lock-up” agreement to which a Management Limited
Partner is bound applicable to such Initial Public Offering, each Management
Limited Partner may only Transfer its Units pursuant to (i) a Permitted
Transfer, (ii) a Transfer in accordance with Article XII hereof or (iii) a
Transfer conducted in accordance with the requirements of Rule 144 promulgated
under the 1933 Act; provided that no
Management Limited Partner shall make a Transfer pursuant to this clause (iii)
without the prior, written approval of the General Partner.




8.1.3  No
Transfer by any Management Limited Partner may be made pursuant to this Article
VIII unless (i) the transferee has agreed in writing to be bound by the
terms and conditions of this Agreement (other than if the Transfer is conducted
in accordance with Section 12.1 hereof or the requirements of Rule 144
promulgated under the 1933 Act), (ii) the Transfer complies in all respects
with the applicable provisions of this Agreement, (iii) the Transfer
complies in all respects with applicable federal and state securities laws,
including the 1933 Act and (iv) the Transfer is made in compliance with all
applicable Partnership policies and restrictions (including any trading “window
periods” or other policies regulating insider trading); provided that the
conditions to Transfer described in clause (i) above shall not apply to a
Transfer pursuant to Sections 8.2, 9.1, 9.2 or 12.3 hereof.




8.1.4  No
Transfer by any Management Limited Partner may be made pursuant to this Article
VIII (except if pursuant to an effective registration statement under the 1933
Act) unless and until such Management Limited Partner has first delivered to the
Partnership an opinion of counsel (reasonably acceptable in form and substance
to the Partnership) that neither registration nor qualification under the 1933
Act and applicable state securities laws is required in connection with such
Transfer; provided that the
conditions to Transfer described in this Section 8.1.4 shall not apply to a
Transfer pursuant to Sections 8.2, 9.1, 9.2 or 12.3 hereof.




8.1.5  This
Section 8.1 shall apply with respect to all Units held at any time by any
Management Limited Partner, regardless of the manner in which such Management
Limited Partner initially acquired such Unit.




8.2
            Call Option




33




8.2.1  If a
Management Limited Partner ceases to provide Services for the benefit of the
Partnership and its Subsidiaries for any of the reasons set forth in clauses
(a), (b) or (c) below (each such event a “Termination Event”),
the Partnership shall have the right but not the obligation to purchase (the
“Call Right”)
from time to time after such termination of Services (x) in the case of any Unit
acquired prior to the Termination Event, for a period of nine (9) months
immediately following the date of the Termination Event and (y) in the case of
any Unit acquired after the Termination Event, for a period of nine (9) months
immediately following the Sale Date with respect to such Unit (the final day of
each of the aforementioned periods being hereinafter referred to as the “Initial Repurchase
Deadline”), and such Management Limited Partner shall be required to sell
to the Partnership, any or all of such Units then held by such Management
Limited Partner (it being understood that if Units of any class subject to
repurchase hereunder may be repurchased at different prices, the Partnership, at
its sole discretion, may elect to repurchase all or any portion of the Units of
such class, including purchasing only such lower priced Units), at a price per
Unit equal to the applicable purchase price determined pursuant to Section
8.2.3; provided, however, that
notwithstanding the foregoing Section 8.2.1, in no event shall the Partnership
purchase any Units pursuant to the Call Right prior to the day immediately
following the six (6) month anniversary of the date the Management Limited
Partner first acquired such Units:




(a)  if such
Management Limited Partner’s Services for the benefit of the Partnership and its
Subsidiaries is terminated due to the Disability or death of the Management
Limited Partner;




(b)  if such
Management Limited Partner’s Services for the benefit of the Partnership and its
Subsidiaries, as applicable, is terminated by the Partnership and its
Subsidiaries without Cause; or




(c)  if such
Management Limited Partner’s Services for the benefit of the Partnership and its
Subsidiaries, as applicable, is terminated by the Partnership or any of its
Subsidiaries for Cause or is terminated by the Management Limited Partner for
any reason.




Any Units
purchased by the Partnership shall be canceled.




Notwithstanding
anything to the contrary in this Section 8.2, the Call Right shall not apply to
any Units held by a Management Limited Partner after the one-year anniversary of
the date of an Initial Public Offering other than any Units the purchase price
of which pursuant to Section 8.2.3 is equal to Cost;




8.2.2  In the
event that the Partnership elects not to exercise its Call Right, the
Partnership shall provide written notice to the Apollo Group on or at any time
prior to the Initial Repurchase Deadline of (i) its decision not to purchase
some or all of such Units and (ii) the number of such Management Limited
Partner’s Eligible Units (defined below) which the Partnership will not
purchase, and the Apollo Group shall have the right but not the obligation to
purchase and such Management Limited Partner shall be required to sell to the
Apollo Group, any or all of the Class A Units and Vested Units (the “Eligible Units”) then
held by such Management Limited Partner at a price per Unit equal to the
applicable purchase price determined pursuant to Section 8.2.3.  The
Apollo Group’s rights to purchase such Eligible Units and each Management
Limited Partner’s corresponding obligation to sell such Eligible Units shall
terminate on the later of (i) the thirtieth (30th) day following receipt of such
notice or (ii) the Initial Repurchase Deadline.  Upon receipt of the
written notice described above, the Apollo Group shall within ten (10) days of
receipt of the Partnership’s notice provide written notice to the
Partnership.  Upon receipt of the Apollo Group’s notice, the
Partnership will notify the Management Limited Partner of its election,
specifying that it is willing to purchase all or a portion of the Eligible
Units, and the Management Limited Partner will be obligated to sell to the
Apollo Group the number of Eligible Units elected to be purchased by the Apollo
Group.




34


8.2.3  In the
event of a purchase by the Partnership pursuant to Section 8.2.1 and/or the
Apollo Group pursuant to Section 8.2.2 (each a “Units Buyer”), the
purchase price shall be:




(a)  in the
case of a Termination Event specified in Section 8.2.1(a) or
8.2.1(b):




(i)  for Class
A Units and Vested Units, a price per Unit equal to the Fair Market Value as of
the repurchase date; and




(ii)  for
Unvested Units, a price per Unit equal to the lesser of (1) the Fair Market
Value as of the repurchase date and (2) Cost.




(b)  in the
case of a Termination Event specified in Section 8.2.1(c), for Class A Units,
Vested Units and Unvested Units, a price per Unit equal to the lesser of (1) the
Fair Market Value as of the repurchase date and (2) Cost.




8.2.4  The Units
Buyer may pay the purchase price for such Units (i) by delivery of funds
deposited into an account designated by the Management Limited Partner, a bank
cashier’s check, a certified check or a company check of the Units Buyer for the
purchase price; (ii) if the Units Buyer is the Partnership and is
prohibited from paying cash by financing or liquidity constraints and is unable
to pay the purchase price as provided in clause (iii), by delaying the exercise
of the purchase right described under Section 8.2.1 until the earlier of (x)
when the financing restrictions lapse and (y) when the Partnership is able to
pay the purchase price as provided in clause (iii); or (iii) if the Units Buyer
is the Partnership and has the right to purchase such Units during the period
following an Initial Public Offering or Subsidiary IPO (including in respect of
a purchase that was delayed pursuant to clause (ii)), by delivery of a number of
shares of Issuer Common Stock determined by dividing (A) the aggregate purchase
price of the Units being sold by such Management Limited Partner by (B) the
Public Share FMV as of the close of trading on the trading day immediately prior
to the delivery thereof to the Management Limited
Partner.  Notwithstanding anything to the contrary in this Agreement,
the Partnership may deduct and withhold from the amounts otherwise payable
pursuant to this Agreement such amounts as necessary to comply with
the Code, or any other provision of applicable law, with
respect to the making of such payment.




35


8.2.5  Notwithstanding
anything to the contrary elsewhere herein, the Partnership shall not be
obligated to purchase any Units at any time pursuant to this Section 8.2,
regardless of whether it has delivered a notice of its election to purchase any
such Units, (i) to the extent that (A) the purchase of such Units (together
with any other purchases of Units pursuant to Sections 8.2 or 9.2 hereof, or
pursuant to similar provisions in any other agreements with other investors of
which the Partnership has at such time been given or has given notice) or (B) in
the event of an election to purchase such Units with shares of Issuer Common
Stock, the issuance of such shares, the purchase of such shares by the
Partnership or the distribution of such shares to the Management Limited Partner
would result (x) in a violation of any law, statute, rule, regulation,
policy, order, writ, injunction, decree or judgment promulgated or entered by
any governmental authority applicable to the Partnership or any of its
Subsidiaries or any of its or their assets (including any unavailability of a
registration statement or exemption from registration necessary to allow
delivery of shares of Issuer Common Stock to the Management Limited Partner),
(y) after giving effect thereto (including any dividends or other
distributions or loans from a Subsidiary of the Partnership to the Partnership
in connection therewith), in a Financing Default or (z) in the Partnership being
required to disgorge any profit pursuant to Section 16(b) of the 1934 Act,
(ii) if immediately prior to such purchase of Units, issuance of Issuer
Common Stock or purchase of shares of Issuer Common Stock, as the case may be,
there exists a Financing Default which prohibits such issuance or purchase
(including any dividends or other distributions or loans from a Subsidiary of
the Partnership to the Partnership in connection therewith), or (iii) if
the Partnership does not have funds available to effect such purchase of Units
or Issuer Common Stock   The Partnership shall within thirty (30)
days of learning of any such fact so notify the Management Limited Partner that
it is not obligated to purchase such Units and has deferred its right to make
such purchase until the earliest date on which such violation, potential
liability under the 1933 Act or 1934 Act, Financing Default or unavailability of
funds would not result therefrom or has ceased.  The Partnership
agrees to use commercially reasonable efforts to cure any such Financing Default
that is curable.  To the extent that, pursuant to this Section 8.2.5,
the Partnership is not obligated to pay for a Management Limited Partner’s Units
in accordance with one of the payment methods described in the first sentence of
Section 8.2.4, the Partnership shall, except as otherwise permitted by this
Section 8.2.5, be required to pay for such Units pursuant to an alternate method
of payment described in the first sentence of Section 8.2.4.




8.2.6  Notwithstanding
anything to the contrary contained in this Section 8.2, any Units which the
Partnership has elected to purchase from a Management Limited Partner, but which
in accordance with Section 8.2.5 are not purchased at the applicable time
provided in this Section 8.2, shall be purchased by the Partnership on the tenth
(10th)
Business Day after such date or dates that it is no longer permitted to defer
purchasing such Units under Section 8.2.5, and the Partnership shall give such
Management Limited Partner five (5) Business Days’ prior notice of any such
purchase.




8.2.7  In the
event that neither the Partnership nor the Apollo Group exercises its Call Right
or right to purchase Eligible Units, as applicable, pursuant to this Section
8.2, with respect to any Management Limited Partner, such Management Limited
Partner (a “ForfeitingPartner”) shall be deemed
to have forfeited that number of Vested Units calculated as
follows:  (i) the number of Vested Units subject to the Call Right
(“Subject
Units”) held by such Forfeiting Partner multiplied by (ii) a fraction (A)
the numerator of which is the product of (1) the Strike Price Factor (as
proportionally adjusted for all cash distributions pursuant to Section 4.1.1 of
this Agreement and all subsequent distributions of equity and other similar
recapitalizations) and (2) the number of such Subject Units and (B) the
denominator of which is the product of (1) the Fair Market Value of a Class A
Unit as of date of the Termination of Services and (2) the number of Subject
Units.




36


Notwithstanding
the foregoing, Section 8.2.7 shall not be applicable to any securities into
which Equity Units are converted or exchanged pursuant to a transaction in which
such Equity Units are converted into or exchanged for Class A Units or the
same class of securities that the Class A Units are converted into or exchanged
for.  Section 8.2.7 shall have no force or effect after any transaction in
which all of the Units are converted into or otherwise exchanged for the same
class of equity securities.




8.3
            Vesting Ceases upon a
      Termination of Services




In the
event of any Termination of Services, unless otherwise determined by the General
Partner, all Unvested Units held by the Management Limited Partner whose Service
terminated shall cease vesting from and after such Termination of Services;
provided, however, that if (i)
a Management Limited Partner’s Services are terminated by the Partnership and
its Subsidiaries without Cause on or following the first anniversary of the
Closing Date, (ii) a Change of Control occurs within six (6) months immediately
following the date of Termination of Services and (iii) at the time of such
Change of Control the Investor IRR is equal to or exceeds twenty-five percent
(25%), then all Class C Units shall become vested as of the date of such Change
of Control (the “Exempt Class C
Units”).




8.4
            Accelerated
      Vesting




The
General Partner may from time to time accelerate the vesting of the Equity
Units, including in connection with a Change of Control.  In such
event, the General Partner shall use its reasonable best efforts to comply with
Section 280G and 409A of the Code, to the extent applicable, so as to avoid the
assessment on any Management Limited Partner of any excise tax or penalty tax
under such Code sections, including, if applicable, by submitting any such
acceleration to Unit-holder approval.




8.5
            Redemption of Equity
      Units




In
connection with any Change of Control transaction or Initial Public Offering,
the Partnership shall have the right to redeem, prior to such Change of Control
transaction and, if the Partnership elects not to so redeem, the Apollo Group
shall have the right but not the obligation to purchase, prior to such Change of
Control transaction, the Equity Units in exchange for the consideration per
Equity Unit that the Management Limited Partners would have been entitled to
receive had such Equity Units been sold in such Change of Control transaction or
Initial Public Offering. At least ten (10) days prior to the consummation of any
such redemption or purchase, the Partnership or the Apollo Group, as applicable,
shall provide written notice of its intention to redeem or purchase such Equity
Units, as applicable (the “Redemption
Notice”).  The Redemption Notice shall set forth in reasonable
detail the terms and conditions of such redemption or purchase, as applicable,
including, without limitation, (i) the number of Equity Units that would be
redeemed or purchased, (ii) the price to be paid for such Equity Units,
(iii) all other material terms of the proposed redemption or purchase, and
(iv) notice that the Partnership or the Apollo Group intends to redeem or
purchase, as applicable, such Equity Units.




37




8.6
            Redemptions




For
purposes of this Article VIII, distributions to a Partner in redemption (in
whole or in part) of a Partner’s Units shall be treated as a
distribution.




ARTICLE IX


DRAG-ALONG RIGHT AND
TAG-ALONG RIGHT




9.1
            Drag-Along
      Rights




9.1.1  If
at any time prior to a Qualified IPO any or all of the Apollo Group,
the Verso Paper Investment Limited Partner or the General Partner (collectively,
the “Drag-Along
Sellers”) propose a sale of Units then held by them to any Independent
Third Party (a “Drag-Along
Transferee”) constituting at least ten percent (10%) of the Initial
Equity Stake in a transaction or series of transactions (including, without
limitation, pursuant to a purchase of Units, tender offer, merger or other
business combination transaction or otherwise) (a “Drag-AlongSale”), the
Drag-Along Sellers may elect to require all other Partners to sell their
Units in the Drag-Along Sale pursuant to this Section 9.1 (the “Drag-Along
Right”).  At least twenty (20) days prior to the consummation
of any such Drag-Along Sale, the Drag-Along Sellers shall provide written notice
of their intention to exercise the Drag-Along Right to the other Partners (the
“Drag-AlongNotice”).  The Drag-Along Notice shall set forth in
reasonable detail the terms and conditions of the Drag-Along Sale, including,
without limitation, (i) the number of Units that would be Transferred by
the Drag-Along Sellers, (ii) the price to be paid for the Units of the
Drag-Along Sellers that would be Transferred, (iii) all other material
terms of the proposed Drag-Along Sale, and (iv) notice that the Drag-Along
Sellers are electing to exercise the Drag-Along Right.




9.1.2  In the
event the Drag-Along Sellers elect to exercise the Drag-Along Right, each other
Partner shall participate in the Drag-Along Sale by selling a number of Units of
such other Partner equal to the product obtained by multiplying (i) the
number Units owned by such other Partner on the date of the Drag-Along Sale by
(ii) a fraction, the numerator of which is equal to the number of Units
proposed to be sold by the Drag-Along Sellers and the denominator of which is
the aggregate number of Units owned by the Drag-Along Sellers prior to such sale
(the “Drag-Along
Participation Percentage”).




9.1.3  The
Transfer of  Units to the Drag-Along Transferee by the Drag-Along
Sellers and the other Partners pursuant to this Section 9.1 shall be consummated
simultaneously.  The delivery by each selling Partner of a limited
partnership interest power or such other instrument of Transfer reasonably
acceptable to the Drag-Along Transferee shall be made at the time such
Drag-Along Sale is consummated against payment of the purchase price for such
Units.  To the extent that the Partners (or any successors thereto)
are to provide any indemnification or otherwise assume any other post-closing
liabilities in connection with any Drag-Along Sale, the Drag-Along Sellers and
all other Partners selling Units in a transaction under this Section 9.1 shall
do so on a pro rata
basis in an amount not to exceed the proceeds received by them individually in
such Drag-Along Sale.  Furthermore, each selling Partner shall be
required to give customary representations and warranties, including, without
limitation, title to Interests conveyed, legal authority, and non-contravention
of other agreements to which it is a party.  Each selling Partner
shall be required to enter into any instrument, undertaking or obligation
necessary or reasonably requested and deliver all documents necessary or
reasonably requested in connection with such Drag-Along Sale (as specified in
the Drag-Along Notice) in connection with this Section 9.1.




38


9.1.4  If, at any
time prior to a Qualified IPO, the Apollo Group proposes a sale of any
of the equity of a Parent Issuer then held by the Apollo Group to any
Independent Third Party in a transaction or series of transactions (including,
without limitation, pursuant to a purchase of Units, tender offer, merger or
other business combination transaction or otherwise), the General
Partner may elect to require all other Partners to sell their Units in the
Drag-Along Sale pursuant to this Section 9.1 in an equivalent amount and at an
equivalent price as if the Drag-Along Sellers proposed to sell the number of
Units that indirectly correspond to the equity of the Parent Issuer so proposed
to be sold and the Drag-Along Sellers had elected its Drag-Along Right pursuant
to this Section 9.1.




9.2
            Tag-Along
      Rights




9.2.1  Subject to
Section 9.2.5, if at any time prior to a Qualified IPO all or any of the
Apollo Group, the Verso Paper Investment Limited Partner or the General
Partner (the “Tag-Along Sellers”)
propose a Transfer for value of Units held by them to any Independent Third
Party (a “Tag-Along Transferee”)
in a transaction or series of transactions constituting a Change of Control,
then, unless the Tag-Along Sellers previously elected to exercise the Drag-Along
Right pursuant to Section 9.1, each other Partner shall have the right to
participate in such Transfer for value (a “Tag-Along Sale”)
pursuant to this Section 9.2 (the “Tag-Along
Right”).  At least ten (10) days prior to the consummation of
any such Tag-Along Sale, the transferring Tag-Along Sellers shall provide
written notice of their intention to Transfer their Units to the other Partners
(the “Tag-AlongNotice”).  The Tag-Along Notice shall set forth in
reasonable detail the terms and conditions of the Tag-Along Sale, including,
without limitation, (i) the aggregate number of Units that would be
Transferred (or if greater, the aggregate number of Units which the Tag-Along
Transferee would be willing to purchase), (ii) the price to be paid for
such Units, and (iii) all other material terms of the proposed Tag-Along
Sale.




9.2.2  If any
other Partner elects to exercise the Tag-Along Right, each such Partner shall
provide written notice of such election to the transferring Tag-Along Sellers
within five (5) Business Days of receipt of the Tag-Along Notice (the “Tag-Along Election
Period”).  Should any other Partner fail to provide such
written notice to the transferring Tag-Along Sellers by the end of the
Tag-Along Election Period, then none of such other Partner’s Units will be
included in the Tag-Along Sale and such other Partner’s Tag-Along Right with
respect to such Tag-Along Sale shall terminate automatically.  In the
event any Partner exercises the Tag-Along Right, each such exercising Partner
shall Transfer in the Tag-Along Sale a number of Units equal to the product
obtained by multiplying (i) the number of Units proposed to be purchased by
or Transferred to the Tag-Along Transferee by (ii) a fraction, the
numerator of which is equal to the number of Units owned by the exercising
Partner and the denominator of which is the aggregate number of Units owned by
Partners who propose to Transfer in the Tag-Along Sale (the “Tag-Along Participation
Percentage”).




39




9.2.3  The
Tag-Along Sale of Units collectively by the transferring Partners to the
Tag-Along Transferee pursuant to this Section 9.2 shall be consummated
simultaneously.  The delivery by the transferring Partners of a
limited partnership interest power or such other instrument of Transfer
reasonably acceptable to the Tag-Along Transferee shall be made at the time such
Tag-Along Sale is consummated against payment of the purchase price for such
Interests to the selling Partners.  The consummation of such proposed
Tag-Along Sale shall occur in the sole discretion of the selling Tag-Along
Sellers, who shall have no liability or obligation whatsoever to any other
Partner participating therein.  To the extent that the
transferring Partners are to provide any indemnification or otherwise
assume any other post-closing liabilities in connection with a Tag-Along Sale
pursuant to this Section 9.2, the selling Partners shall do so on a pro rata basis in an amount
not to exceed the proceeds received by them in such Tag-Along
Sale.  Furthermore, each transferring Partner shall be required to
give customary representations and warranties to the Tag-Along Transferee,
including, without limitation, title Interests conveyed, legal authority, and
non-contravention of other agreements to which it is a party.  Each
selling Partner shall be required to enter into any instrument, undertaking or
obligation necessary or reasonably requested and deliver all documents necessary
or reasonably requested in connection with such Tag-Along Sale in connection
with this Section 9.2.




9.2.4  If at any
time prior to a Qualified IPO the Apollo Group proposes a Transfer for
value to any Independent Third Party in a transaction or series of transactions
 of any equity in a Parent Issuer then held by the Apollo Group and none of
the Tag-Along Sellers previously elected to exercise the Drag-Along Right
pursuant to Section 9.1, then each other Partner shall have the right to
participate in such Transfer for value with respect to its Units in an
equivalent amount and at an equivalent price as if the Tag-Along Sellers
proposed to Transfer the number of Units that indirectly correspond to the
equity of the Parent Issuer so proposed to be Transferred and such other Partner
had elected to participate in such Transfer for value pursuant to this Section
9.2.




9.2.5  Notwithstanding
any provisions of this Section 9.2, during the first twelve (12) months of this
Agreement, the Verso Paper Investments Limited Partner, the General Partner or
the Apollo Group may transfer any Units then owned by them without complying
with any provisions of this Section 9.2, so long as such transfer would not be
deemed to be a Change of Control.







ARTICLE X


DISSOLUTION AND LIQUIDATION
OF THE PARTNERSHIP




10.1
            Events Causing
      Dissolution




The
Partnership shall dissolve upon the happening of any of the following
events:




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10.1.1  The sale
or other disposition of all of the property and assets of the
Partnership;




10.1.2  The
election by the General Partner to dissolve the Partnership;




10.1.3  Judicial
dissolution; or




10.1.4  The
removal of the General Partner or the occurrence of any other event that causes
the General Partner to cease to be a general partner of the Partnership; provided that the
Partnership shall not be dissolved or required to be wound up in connection with
any of the events specified in this Section 10.1.4 if a successor or additional
General Partner has been admitted to the Partnership in accordance with Sections
7.1.1 or 7.1.2.




10.2
            Effect of
      Dissolution




The
dissolution of the Partnership shall be effective on the day on which the event
occurs giving rise to the dissolution, but the Partnership shall not terminate
until this Agreement has been cancelled and the assets of the Partnership shall
have been distributed as provided in Section 10.4 of this
Agreement.  Notwithstanding the dissolution of the Partnership, prior
to the termination of the Partnership, the business of the Partnership and the
affairs of the Partners, as such, shall continue to be governed by this
Agreement.




10.3
            Capital Contribution
      upon Dissolution




Each
Partner shall look solely to the assets of the Partnership for all distributions
with respect to the Partnership, its Capital Contribution thereto, its Capital
Account and its share of Profits or Losses and shall have no recourse therefor
(upon dissolution or otherwise) against the General Partner or any Limited
Partner.




10.4
            Liquidation




10.4.1  Upon
dissolution of the Partnership, the General Partner shall liquidate the assets
of the Partnership and, after allocating all income, gain, loss and deductions
resulting therefrom to the Partners pursuant to Article V of this Agreement,
shall apply and distribute the proceeds thereof, as promptly as reasonably
practicable, but, subject to Section 10.4.2, within ninety (90) days following
such dissolution, as follows:




(a)  first, to
the payment of the obligations of the Partnership to third parties, to the
expenses of liquidation and to the setting up of any Reserves for contingencies
which the General Partner may consider necessary or appropriate;
and




(b)  thereafter,
to the Partners pro rata in accordance with the positive balances in the
Partners’ respective Capital Accounts, determined after taking into account all
Capital Account adjustments for the Partnership taxable year during which such
liquidation occurs (other than those made as a result of the distributions set
forth in this Section 10.4.1(b), by the end of the taxable year in which such
liquidation occurs or, if later, within ninety (90) days after the date of the
liquidation.




41




10.4.2  Notwithstanding
Section 10.4.1 of this Agreement, in the event that the General Partner
determines that an immediate sale of all or any portion of the Partnership’s
assets would cause undue loss to the Partners, the General Partner, in order to
avoid such loss, may, after giving notice to all of the Limited Partners, to the
extent not then prohibited by the Act, either defer liquidation of and withhold
from distributions for a reasonable time, any assets of the Partnership except
those necessary to satisfy the Partnership’s debts and obligations, or
distribute the assets to the Partners in kind.




10.4.3  The
General Partner shall cause the cancellation of this Agreement following the
liquidation and distribution of all of the Partnership’s assets.




ARTICLE XI


BOOKS AND RECORDS,
ACCOUNTING,


INFORMATION RIGHTS,TAX ELECTIONS,
ETC.




11.1
            Books and
      Records




11.1.1  The books
and records of the Partnership shall be maintained at the principal office of
the Partnership and shall be available (except for the number of Units or
Percentage Interest of Partners other than the requesting Partner) for
examination there by any Partner or its duly authorized representatives at any
and all reasonable times.  To the extent permitted by law, the General
Partner shall permit Limited Partners and their assignees to inspect and copy
such books and records at the Partnership’s expense.  The Partnership
shall maintain such books and records and provide such financial or other
statements as the General Partner in its sole discretion deems advisable,
subject to the requirements of this Agreement.




11.1.2  The
Accountants shall review all annual financial statements of the Partnership,
which statements shall be prepared in accordance with generally accepted
accounting principles, and shall review or prepare for execution by the General
Partner all tax returns of the Partnership.




11.2
            Accounting and Fiscal
      Year




Subject to
Code Section 448, the books of the Partnership shall be kept on such method of
accounting for tax and financial reporting purposes as may be determined by the
General Partner.  The fiscal year of the Partnership shall end on
December 31 of each year or on such other date permitted under the Code as the
General Partner shall determine.




11.3
            Information and Audit
      Rights




11.3.1  Information
Rights.  In addition to any rights under applicable law, the
Management Limited Partner shall have the right to financial and business
information that any bondholder (including the information that would be
provided to a Rule 144A investor) receives from the Partnership or any
Subsidiary of the Partnership.




11.3.2  Audit
Rights.   The Management Limited Partner shall have the
right to request and receive information from the General Partner with respect
to the calculation of the Investor IRR and payments made in connection
therewith.




42




11.4
            Designation of Tax
      Matters Partner




The
General Partner is hereby designated as the “Tax Matters Partner” of the
Partnership under Code Section 6231(a)(7) to manage administrative tax
proceedings conducted at the Partnership level by the Internal Revenue Service
with respect to Partnership matters.  Any Partner or assignee may
participate in such administrative proceedings relating to the determination of
Partnership items at the Partnership level, to the extent permitted by the
Code.  Expenses of such administrative proceedings undertaken by the
Tax Matters Partner shall be paid from Partnership assets.  Each
Limited Partner or assignee that elects to participate in such proceedings shall
be responsible for its own expenses incurred in connection with such
participation.  The cost of any adjustments to a Limited Partner or
assignee, and the cost of any resulting audits or adjustments of a Limited
Partner’s or assignee’s tax return, will be borne solely by the affected Limited
Partner or assignee.




ARTICLE XII


CERTAIN RIGHTSAND AGREEMENTS OF
THE


MANAGEMENT LIMITED
PARTNERS




12.1
            Registration
      Rights.




12.1.1  In the
event that the Partnership proposes to register any Registrable Securities under
the 1933 Act (other than a registration statement on Form S-4 or Form S-8),
whether for its own account or the account of any Partner, the Partnership shall
give the Partners prompt written notice of its intention to effect such a
registration and shall include in such registration on the same terms as the
sale of securities in connection with such registration, all Registrable
Securities requested in writing by the Partners for inclusion therein within ten
(10) days after the giving of such notice by the Partnership.  If at
any time after giving written notice of its intention to register any
Registrable Securities and prior to the effective date of the registration
statement filed in connection with such registration, the Partnership determines
for any reason not to proceed with the proposed registration, the Partnership
may at its election give written notice of such determination to the Partners
and thereupon shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses incurred in connection therewith).  A
Partner shall be permitted to withdraw all or part of its Registrable Securities
from a registration pursuant to this Section 12.1.1 at any time prior to the
effectiveness of such Registration Statement except in an underwritten offering
where such Partner has previously committed to the underwriters that it would
participate in such offering.




43


12.1.2  If the
registration of which the Partnership gives notice is for a registered public
offering involving an underwriting, the Partnership shall so advise each of the
Partners as a part of the written notice given pursuant to Section
12.1.  In such event, the right of each of the Partners to
registration pursuant to this Section 12.1 shall be conditioned upon such
Partner’s participation in such underwriting and the inclusion of such Partner’s
Registrable Securities in the underwriting to the extent provided
herein.  The Partners whose Registrable Securities are to be included
in such registration shall (together with the Partnership) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for underwriting by the
Partnership.  Notwithstanding any other provision of this Section
12.1, if the representative of the underwriter or underwriters determines that
marketing factors require a limitation on the number of securities to be
underwritten, such representative may (subject to the allocation priority set
forth below) limit the number of Registrable Securities to be included in the
registration and underwriting.  The Partnership shall so advise all
holders of Registrable Securities requesting registration, and the number of
shares of Registrable Securities that are entitled to be included in the
registration and underwriting shall be allocated in the following
manner:  (i) first, one hundred percent (100%) of the securities the
Partnership, or the Person initiating such registration, proposes to sell, and
(ii) second, to the extent of the amount of securities which all other Persons
have requested to be included in such registration, which, in the opinion of the
managing underwriter or underwriters, can be sold without the adverse effect
referred to above, such amount to be allocated first, to the General Partner and
the Verso Paper Investments Limited Partner and second, pro rata among the Management
Limited Partners, based upon the relative aggregate amount of gross proceeds to
be received by any such Management Limited Partner in the offering (and for
purposes of calculating the foregoing amount, any shares sold by a Management
Limited Partner to the Partnership pursuant to a termination of employment
without Cause shall be deemed to be the first shares available to be included in
such Underwritten Offering by such Management Limited Partner).  If
any Partner disapproves of the terms of any such underwriting, it may elect to
withdraw therefrom by written notice to the Partnership and the
underwriter.  Any Registrable Securities or other securities excluded
or withdrawn from such underwriting shall be withdrawn from such registration
except where such Partner has previously committed to the underwriters that it
would participate in such offering.




12.1.3  In the
event any Partner requests inclusion in a registration pursuant to this Section
12.1 in connection with a distribution of Registrable Securities to its
partners, the registration shall provide for a resale by such partners, if
requested by such Partner.  Each of the Partners holding Registrable
Securities included in any registration shall furnish to the Partnership such
information regarding such Partner and the distribution proposed by such Partner
as the Partnership may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Section 12.1.




12.1.4  Notwithstanding
anything contained herein to the contrary, the Partnership shall have the right
to require the Partners to suspend offers and sales of Registrable Securities
included on any registration statement filed whenever, and for so long as, in
the reasonable good faith judgment of the Partnership either (A) an event has
occurred which makes any statement made in such registration statement or
related prospectus or document incorporated therein or deemed to be incorporated
therein by reference untrue in any material respect or which requires the making
of any changes in such registration statement or prospectus so that it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; or (B) it is advisable to suspend use of the prospectus due to
pending corporate developments public filings with the Commission or similar
events; provided, however, that the
aggregate number of days included in any such suspension period shall not exceed
one hundred and eighty (180) days in any twelve (12) month period.




44


12.1.5  The
Partnership shall bear all expenses incident to its performance of or compliance
with this Section 12.1, including, without limitation, all registration and
filing fees, fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements of counsel for any underwriters in connection
with blue sky qualifications of the Registrable Securities), listing application
fees, printing expenses, transfer agent’s and registrar’s fees, cost of
distributing prospectuses in preliminary and final form as well as any
supplements thereto, fees and disbursements of counsel for the Partnership and
all independent certified public accountants and other Persons retained by the
Partnership, messenger, telephone and delivery expenses, the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange or national market system, (including the expenses of
any annual audit, special audit, quarterly review and “comfort” letters required
by or incident to such performance and compliance), rating agency fees,
securities laws liability insurance (if the Partnership so desires (or if the
underwriters of the applicable offering so require)), the fees and disbursements
of underwriters (including, without limitation, all fees and expenses of any
“qualified independent underwriter” required by the rules of the National
Association of Securities Dealers) customarily paid by issuers or sellers of
securities in public equity offerings, the expenses customarily borne by the
issuers of securities in a “road show” presentation to potential investors, the
fees and expenses of other persons retained by the Partnership and all fees and
expenses of any Partner participating in a registration pursuant hereto
(including fees and expenses of designated counsel), other than underwriting
discounts or commissions or transfer taxes attributable to the sale of
Registrable Securities by such Partner (all such expenses so borne by the
Partnership being herein called “Registration
Expenses”).




12.1.6  To the
extent permitted by law, the Partnership will indemnify each of the Partners, as
applicable, each of its officers, directors (or Persons in similar positions),
members and partners, and each Person controlling each of the Partners within
the meaning of the 1933 Act or the 1934 Act, with respect to each registration
which has been effected pursuant to this Section 12.1, and each underwriter, if
any, and each person who controls any underwriter within the meaning of the 1933
Act or the 1934 Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on:  (A) any
untrue statement (or alleged untrue statement) of a material fact contained in
any registration statement, including any preliminary or final prospectus
contained therein and any amendments or supplements thereto, incident to any
such registration; (B) any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; or (C) any violation by the Partnership of the 1933 Act,
the 1934 Act, any state securities or blue sky laws or any rule or regulation
thereunder in connection with any such registration, and will reimburse each of
the Partners, each of its officers, directors (or Persons in similar positions),
members and partners, and each Person controlling each of the Partner, each such
underwriter and each Person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action; provided that the
Partnership will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on (y) any
untrue statement or omission based upon written information furnished to the
Partnership by the Partner or underwriter and stated to be specifically for use
therein or (z) the failure of the Partner or any agent acting on behalf of the
Partner to timely deliver a prospectus, except those cases where such failure
was a result of the act(s) or failure to act by the Partnership.  The
indemnity agreement contained in this Section 12.1.6 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement if effected without the consent of the Partnership, which consent
shall not be unreasonably withheld.




45


12.1.7  To the
extent permitted by law, each of the Partners will, if Registrable Securities
held by it are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Partnership, each
of its directors and officers and each underwriter, if any, of the Partnership’s
securities covered by such a registration statement and each person who controls
the Partnership or such underwriter within the meaning of the 1933 Act or the
1934 Act, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on:  (A) any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, including any preliminary or final prospectus contained
therein and any amendments or supplements thereto, made by such Partner; or (B)
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements by such Partner therein
not misleading, and will reimburse the Partnership and such directors, officers,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, including any preliminary or
final prospectus contained therein and any amendments or supplements thereto, in
reliance upon and in conformity with written information furnished to the
Partnership by such Partner and stated to be specifically for use therein; provided, however, that the
obligations of each of the Partners hereunder shall be limited to an amount
equal to the net proceeds to such Partner of securities sold as contemplated
herein, except in the case of willful fraud by such Partner, and that the
indemnity agreement contained in this Section 12.1.7 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement if effected without the consent of the Partner, which consent shall
not be unreasonably withheld.




12.1.8  Each party
entitled to indemnification under this Section 12.1 (each, a “SecuritiesIndemnified Party”)
shall give notice to the party required to provide indemnification (the “SecuritiesIndemnifying Party”)
promptly after such Securities Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the Securities
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; provided that counsel
for the Securities Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the Securities
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Securities Indemnified Party may participate in such defense at such party’s
expense (unless the Securities Indemnified Party shall have reasonably concluded
that there may be a conflict of interest between the Securities Indemnifying
Party and the Securities Indemnified Party in such action, in which case the
fees and expenses of counsel shall be at the expense of the Indemnifying Party);
and provided, further, that the
failure of any Securities Indemnified Party to give notice as provided herein
shall not relieve the Securities Indemnifying Party of its obligations under
this Section 12.1 unless the Securities Indemnifying Party is materially
prejudiced thereby in its ability to defend such action.  No
Securities Indemnifying Party, in the defense of any such claim or litigation
shall, except with the written consent of each Securities Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Securities Indemnified Party of a release from all liability in respect
to such claim or litigation.  Each Securities Indemnified Party shall
furnish such information regarding itself or the claim in question as a
Securities Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and litigation
resulting therefrom.




46


12.1.9  If the
indemnification provided for in this Section 12.1 is held by a court of
competent jurisdiction to be unavailable to a Securities Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Securities Indemnifying Party, in lieu of indemnifying such Securities
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Securities Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the Securities Indemnifying Party on the one hand, and of the
Securities Indemnified Party on the other, in connection with the statements or
omissions which resulted in such loss, liability, claim, damage or expense, as
well as any other relevant equitable considerations.  The relative
fault of the Securities Indemnifying Party and of the Securities Indemnified
Party shall be determined by reference to, among other things, whether the
untrue (or alleged untrue) statement of a material fact or the omission (or
alleged omission) to state a material fact relates to information supplied by
the Securities Indemnifying Party or by the Securities Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.




12.1.10  Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with any underwritten public offering contemplated by this Agreement are in
conflict with the foregoing provisions, the provisions in such underwriting
agreement shall be controlling.




12.1.11  The
foregoing indemnity agreement of the Partnership and Partners is subject to the
condition that, insofar as they relate to any loss, claim, liability or damage
arising out of a statement made in or omitted from a preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the Commission at
the time the registration statement in question becomes effective or the amended
prospectus filed with the Commission pursuant to Commission Rule 424(b) (the
“Final
Prospectus”), such indemnity or contribution agreement shall not inure to
the benefit of any underwriter or Partner if a copy of the Final Prospectus was
furnished to the underwriter or Partner and was not furnished to the Person
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the 1933 Act.




47


12.1.12  The
General Partner shall cause or shall have caused any Subsidiary engaged in a
Subsidiary IPO to grant registration rights to the Partnership substantially
similar to the registration rights granted to the Verso Paper Investments
Limited Partner and the General Partner in this Section 12.1.




12.2
            Non-Solicitation;
      Non-Compete; Confidentiality




12.2.1  Each
Management Limited Partner shall be bound by the non-compete and
non-solicitation provisions contained in this Section 12.2, unless (i) such
Management Limited Partner is a Non-Employee Director or (ii) unless such
Management Limited Partner is a party to an employment or other agreement with
the Partnership or any of its Subsidiaries which contains non-compete and
non-solicitation provisions or otherwise expressly waives the provisions of this
Section 12.2, in which event such Management Limited Partner shall only be bound
by the non-compete and non-solicitation provisions contained in such employment
agreement or the provisions of such other agreement and shall not be bound by
the provisions of this Section 12.2.




12.2.2  During the
period (the “Restricted Period”)
commencing on the date hereof and ending on the later of (a) the first
anniversary of the date of the Termination of Services of the Management Limited
Partner or (b) the last day of the period during which the Management
Limited Partner is paid severance by the Partnership or any of its
Subsidiaries under any plan, program, agreement or arrangement (which severance
is at least equivalent in amount per payroll period to the base salary earned by
such Management Limited Partner in the regular payroll period immediately prior
to his or her Termination of Services), the Management Limited Partner shall not
directly or indirectly through another Person (i) induce or attempt to induce
any employee of the Partnership or any Subsidiary of the Partnership to leave
the employ of the Partnership or such Subsidiary, or in any way interfere with
the relationship between the Partnership or any such Subsidiary, on the one
hand, and any employee thereof, on the other hand, (ii) hire any person who was
an employee of the Partnership or any Subsidiary of the Partnership (or any
predecessor thereof), or (iii) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Partnership or any
Subsidiary of the Partnership to cease doing business with the Partnership or
such Subsidiary, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation, on the one hand, and the
Partnership or any such Subsidiary, on the other hand.




12.2.3  Each
Management Limited Partner acknowledges that, in the course of his or her
employment with the Partnership and/or its Subsidiaries and their predecessors,
he or she has become familiar, or will become familiar, with the Partnership’s
and its Subsidiaries’ and their predecessors’ trade secrets and with other
confidential information concerning the Partnership, its Subsidiaries and their
respective predecessors and that his or her services have been and will be of
special, unique and extraordinary value to the Partnership and its
Subsidiaries.  Therefore, each Management Limited Partner agrees that,
during the Restricted Period, such Management Limited Partner shall not directly
or indirectly, engage in any business that competes with the business of the
Partnership or its Subsidiaries as of the date hereof or during the Restricted
Period anywhere in the world in which the Partnership or its Subsidiaries is
doing business.  For purposes of this Section 12.2.3, the phrase
“directly or indirectly engage in” shall include any direct or indirect
ownership or profit participation interest in such enterprise, whether as an
owner, stockholder, partner, joint venturer or otherwise, and shall include any
direct or indirect participation in such enterprise as an employee, consultant,
licensor of technology or otherwise; provided, however, that nothing
in this Section 12.2.3 shall prohibit any Management Limited Partner from being
a passive owner of not more than two percent (2%) of the outstanding stock of
any class of a corporation which is publicly traded, so long as such Management
Limited Partner has no active participation in the business of such
corporation.




48


12.2.4  Each
Management Limited Partner understands that the foregoing restrictions may limit
his ability to earn a livelihood in a business similar to the business of the
Partnership and any of its Subsidiaries, but he nevertheless believes that he
has received and will receive sufficient consideration and other benefits as an
employee of the Partnership and as otherwise provided hereunder or as described
in the recitals hereto to clearly justify such restrictions which, in any event
(given his education, skills and ability), such Management Limited Partner does
not believe would prevent him from otherwise earning a living.  Each
Management Limited Partner has carefully considered the nature and extent of the
restrictions placed upon him by this Agreement, and hereby acknowledges and
agrees that the same are reasonable in time and territory and do not confer a
benefit upon the Partnership disproportionate to the detriment which the same
may cause such Management Limited Partner.




12.2.5  Confidential Information;
Work Product.




(a)  Each
Management Limited Partner agrees that such Management Limited Partner shall not
disclose or use at any time, either during any period in which such Management
Limited Partner provides Services or thereafter, any Confidential Information
(as hereinafter defined) of which such Management Limited Partner is or becomes
aware, whether or not such information is developed by him, except to the extent
that such disclosure or use is directly related to and required by such
Management Limited Partner’s performance in good faith of duties assigned to
such Management Limited Partner by the Partnership or any of its
Subsidiaries.  Such Management Limited Partner will take reasonable
steps to safeguard Confidential Information in his possession and to protect it
against disclosure, misuse, espionage, loss and theft.  Such
Management Limited Partner shall deliver to the Partnership at the termination
of any period during which such Management Limited Partner provides Services, or
at any time the Partnership may request, all memoranda, notes, plans, records,
reports, computer tapes and software and other documents and data (and copies
thereof) relating to the Confidential Information or the Work Product (as
hereinafter defined) of the business of the Partnership or any of its
Subsidiaries which such Management Limited Partner may then possess or have
under his control.




49


(b)  As used in
this Agreement, the term “Confidential
Information” means information that is not generally known to the public
and that is used, developed or obtained by the Partnership or any of its
Subsidiaries in connection with its business, including, but not limited to,
information, observations and data obtained by such Management Limited Partner
while employed by the Partnership or any of its Subsidiaries or any predecessors
thereof (including those obtained prior to the date of this Agreement)
concerning (i) the business or affairs of the Partnership or any of its
Subsidiaries (or such predecessors), (ii) products or services,
(iii) fees, costs and pricing structures, (iv) designs, (v) analyses,
(vi) drawings, photographs and reports, (vii) computer software,
including operating systems, applications and program listings, (viii) flow
charts, manuals and documentation, (ix) data bases, (x) accounting and
business methods, (xi) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (xii) customers and clients and customer or client lists,
(xiii) other copyrightable works, (xiv) all production methods,
processes, technology and trade secrets, and (xv) all similar and related
information in whatever form.  Confidential Information will not
include any information that has been published in a form generally available to
the public prior to the date such Management Limited Partner proposes to
disclose or use such information.  Confidential Information will not
be deemed to have been published merely because individual portions of the
information have been separately published, but only if all material features
comprising such information have been published in combination.




(c)  As used in
this Agreement, the term “Work Product” means
all inventions, innovations, improvements, technical information, systems,
software developments, methods, designs, analyses, drawings, reports, service
marks, trademarks, trade names, logos and all similar or related information
(whether patentable or unpatentable) which relates to the Partnership’s or any
of its Subsidiaries’ actual or anticipated business, research and development or
existing or future products or services and which are conceived, developed or
made by such Management Limited Partner (whether or not during usual business
hours and whether or not alone or in conjunction with any other person) while
employed (and for the Restricted Period if and to the extent such Work Product
results from any work performed for the Partnership, any use of the
Partnership’s premises or property or any use of the Partnership’s Confidential
Information) by the Partnership (including those conceived, developed or made
prior to the date of this Agreement) together with all patent applications,
letters patent, trademark, trade name and service mark applications or
registrations, copyrights and reissues thereof that may be granted for or upon
any of the foregoing.




50


(d)  To the
extent, if any, that such Management Limited Partner retains any right, title or
interest with respect to any Work Product that he develops during his employment
with the Partnership, such Management Limited Partner grants to the Partnership
an irrevocable, paid-up, transferable, sub-licensable, worldwide right and
license (i) to modify all or any portion of such Work Product, including,
without limitation, the making of additions to or deletions from such Work
Product, regardless of the medium (now or hereafter known) into which such Work
Product may be modified and regardless of the effect of such modifications on
the integrity of such Work Product, and (ii) to identify such Management Limited
Partner, or not to identify such Management Limited Partner, as one or more
authors of or contributors to such Work Product or any portion thereof,
whether or not such Work Product or any portion thereof have been
modified.  Such Management Limited Partner further waives any “moral”
rights, or other rights with respect to attribution of authorship or integrity
of such Work Product that you may have under any applicable law, whether under
copyright, trademark, unfair competition, defamation, right of privacy,
contract, tort or other legal theory.




12.2.6  Specific
Enforcement.  The Management Limited Partners acknowledge and
agree that irreparable damage would occur in the event that the provisions of
this Section 12.2 were not performed in accordance with their specific terms or
were otherwise breached.  It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which they may
be entitled at law or in equity.




12.3
            Voting
      Agreement




12.3.1  Each
Management Limited Partner hereby revokes any and all prior proxies or powers of
attorney in respect of any of such Management Limited Partner’s Units and
constitutes and appoints Apollo Management VI, L.P., or any nominee of Apollo
Management VI, L.P., with full power of substitution and resubstitution, at any
time from the date hereof until the earlier of (such earlier date, the “Term”) (i) the
termination of this Agreement pursuant to Section 1.6 hereof and (ii) the
consummation of an Initial Public Offering, as its true and lawful attorney and
proxy (its “Proxy”), and in its
name, place and stead, to vote each of such Units (whether such shares are
currently held or may be acquired in the future by such Management Limited
Partner) as its Proxy, at every annual, special, adjourned or postponed meeting
of the limited Partners of the Partnership, including the right to sign its name
(as member) to any consent, certificate or other document relating to the
Partnership that the laws of the state of Delaware may permit or require with
respect to any matter referred to be voted on by the limited Partners of the
Partnership; provided that the
Proxy does not apply to any matter as to which holders of Class B Units or Class
C Units, as the case may be, are entitled to vote as a class or with respect to
any amendment or waiver of this Agreement.  THE FOREGOING PROXY AND
POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE
TERM.




12.3.2  No Proxies for or
Encumbrances onManagement Limited
PartnerUnits.  Except pursuant to the terms of this Agreement, during
the Term and prior to an Initial Public Offering, no Management Limited Partner
shall, without the prior written consent of Apollo Management VI, L.P., directly
or indirectly, (i) grant any proxies (other than pursuant to Section 12.3.1
above) or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Units held by such Management Limited Partner or
(ii) except as otherwise permitted hereby, Transfer any such Management Limited
Partner’s Units.




51


12.3.3  RestructuringEvent.  The Partnership may, at the discretion of the General
Partner and in accordance with applicable U.S. state and federal law (including
the 1933 Act and the 1934 Act and the rules promulgated thereunder), effect a
reorganization, reclassification, conversion, merger, recapitalization or
restructuring (each, a “Restructuring Event”)
pursuant to which the Limited Partners would become limited partners or
shareholders of a new partnership, limited liability company or corporation and
cease to be Limited Partners of the Partnership or receive different securities
of the Partnership.  The units, shares or other equity interests
provided to each Management Limited Partner pursuant to such Restructuring Event
would provide each Management Limited Partner with substantially similar
economic and other rights and privileges as such Management Limited Partner had
as a Limited Partner of the Partnership prior to such Restructuring Event and
which are consistent with the rights and preferences attendant to the Units held
by the Management Limited Partners immediately prior to such Restructuring
Event.  It is contemplated that the Management Limited Partners, the
company formed by such Restructuring Event and, in the discretion of the Apollo
Group, the Apollo Group, would enter a partnership agreement, limited liability
company agreement or management shareholders agreement, as the case may be, in
conjunction with such Restructuring Event, containing provisions substantially
similar to the provisions of this Agreement. The Management Limited
Partners hereby agree to enter into any such Management Limited Partners
agreement or management shareholders agreement.




ARTICLE XIII


INVESTMENT REPRESENTATIONS,
WARRANTIES AND COVENANTS




13.1
            Representations,
      Warranties and Covenants ofManagement Limited
      Partners




Reserved.




13.2
            Investment Intention
      and Restrictions on
Disposition




Each
Management Limited Partner represents and warrants that such Management Limited
Partner is acquiring the Units solely for such Management Limited Partner’s own
account for investment and not with a view to resale in connection with, any
distribution thereof.  Each Management Limited Partner agrees that
such Management Limited Partner will not, directly or indirectly, Transfer any
of the Units (or solicit any offers to buy, purchase or otherwise acquire or
take a pledge of any of the Units) or any interest therein or any rights
relating thereto or offer to Transfer, except in compliance with the 1933 Act,
all applicable state securities or “blue sky” laws and this Agreement, as the
same shall be amended from time to time.  Any attempt by a Management
Limited Partner, directly or indirectly, to Transfer, or offer to Transfer, any
Units or any interest therein or any rights relating thereto without complying
with the provisions of this Agreement, shall be void and of no
effect.




52




13.3
            Securities Laws
      Matters




Each
Management Limited Partner acknowledges receipt of advice from the Partnership
that (a) the Units have not been registered under the 1933 Act or qualified
under any state securities or “blue sky” laws, (b) it is not anticipated
that there will be any public market for the Units, (c) the Units must be held
indefinitely and such Management Limited Partner must continue to bear the
economic risk of the investment in the Units unless the Units are subsequently
registered under the 1933 Act and such state laws or an exemption from
registration is available, (d) Rule 144 promulgated under the 1933 Act
(“Rule 144”) is
not presently available with respect to sales of any securities of the
Partnership and the Partnership has made no covenant to make Rule 144 available
and Rule 144 is not anticipated to be available in the foreseeable future,
(e) when and if the Units may be disposed of without registration in
reliance upon Rule 144, such disposition can be made only in limited amounts and
in accordance with the terms and conditions of such Rule and the provisions of
this Agreement, (f) if the exemption afforded by Rule 144 is not available,
public sale of the Units without registration will require the availability of
an exemption under the 1933 Act, (g) restrictive legends shall be placed on
any certificate representing the Units, and (h) a notation shall be made in
the appropriate records of the Partnership indicating that the Units are subject
to restrictions on transfer and, if the Partnership should in the future engage
the services of a transfer agent, appropriate stop-transfer instructions will be
issued to such transfer agent with respect to the Units.




13.4
            Ability to Bear
      Risk




Each
Management Limited Partner represents and warrants that (i) such Management
Limited Partner’s knowledge and experience in financial and business matters are
such that such Management Limited Partner is capable of evaluating the merits
and risks of the investment in the Units; (ii) such Management Limited Partner’s
financial situation is such that such Management Limited Partner can afford to
bear the economic risk of holding the Units for an indefinite period; and
(iii) such Management Limited Partner can afford to suffer the complete
loss of such Management Limited Partner’s investment in the Units.




13.5
            Access to Information;
      Sophistication; Lack of
Reliance




Each
Management Limited Partner represents and warrants that (a) such Management
Limited Partner is familiar with the business and financial condition,
properties, operations and prospects of the Partnership and its Subsidiaries and
that such Management Limited Partner has been granted the opportunity to ask
questions of, and receive answers from, representatives of the Partnership
concerning the Partnership and its Subsidiaries and the terms and conditions of
the purchase of the Units and to obtain any additional information that such
Management Limited Partner deems necessary, (b) such Management Limited
Partner’s knowledge and experience in financial and business matters is such
that such Management Limited Partner is capable of evaluating the merits and
risk of the investment in the Units and (c) such Management Limited Partner
has carefully reviewed the terms and provisions of this Agreement and has
evaluated the restrictions and obligations contained therein.  In
furtherance of the foregoing, each Management Limited Partner represents and
warrants that (i) no representation or warranty, express or implied,
whether written or oral, as to the financial condition, results of operations,
prospects, properties or business of the Partnership and its Subsidiaries or as
to the desirability or value of an investment in the Partnership has been made
to such Management Limited Partner by or on behalf of the Partnership, (ii) such
Management Limited Partner has relied upon such Management Limited Partner’s own
independent appraisal and investigation, and the advice of such Management
Limited Partner’s own counsel, tax advisors and other advisors, regarding the
risks of an investment in the Partnership and (iii) such Management Limited
Partner will continue to bear sole responsibility for making its own independent
evaluation and monitoring of the risks of its investment in the
Partnership.




53




13.6
            Accredited Investor;
      Exemption from Registration




Each
Management Limited Partner represents and warrants that such Management Limited
Partner is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D promulgated under the 1933 Act and, in connection with the
execution of this Agreement, agrees to deliver such certificates to that effect
as the Board may request; provided that, to the
extent that any such Management Limited Partner does not qualify as an
“accredited investor,” such Management Limited Partner acknowledges and agrees
that the offering of the Units hereunder is intended to be exempt from
registration under the 1933 Act, by virtue of Section 4(2) of the 1933 Act
and/or the provisions of Regulation D and/or Rule 701 promulgated under the
1933, or in reliance upon another specific exemption therefrom, which exemption
may depend upon, among other things, the bona fide nature of the
Management Limited Partner’s investment intent, status as an employee, director
or bona fide consultant
of or to the Partnership, and representations as expressed herein.




13.7
            Additional
      Representations and
Warranties




Each
Management Limited Partner represents and warrants that (a) such Management
Limited Partner has duly executed and delivered this Agreement; (b) all
actions required to be taken by or on behalf of such Management Limited Partner
to authorize it to execute, deliver and perform its obligations under this
Agreement have been taken and this Agreement constitutes such Management Limited
Partner’s legal, valid and binding obligation, enforceable against such
Management Limited Partner in accordance with the terms hereof; (c) the
execution and delivery of this Agreement and the consummation by such Management
Limited Partner of the transactions contemplated hereby in the manner
contemplated hereby do not and will not conflict with, or result in a breach of
any terms of, or constitute a default under, any agreement or instrument or any
statute, law, rule or regulation, or any judgment, decree, writ, injunction,
order or award of any arbitrator, court or governmental authority which is
applicable to such Management Limited Partner or by which such Management
Limited Partner or any material portion of its properties is bound; (d) no
consent, approval, authorization, order, filing, registration or qualification
of or with any court, governmental authority or third person is required to be
obtained by such Management Limited Partner in connection with the
execution and delivery of this Agreement or the performance of such
Management Limited Partner’s obligations hereunder; (e) if such Management
Limited Partner is an individual, such Management Limited Partner is a resident
of the state set forth below such Management Limited Partner’s name on the
signature page hereof; and (f) if such Management Limited Partner is not an
individual, such Management Limited Partner’s principal place of business and
mailing address is in the state or foreign jurisdiction set forth below the
Management Limited Partner’s signature on the signature page.




54




13.8
            Certain Management
      Limited Partners




Notwithstanding
anything to the contrary contained herein, the representations and warranties
under this Article XIII shall be deemed not to be made by Management Limited
Partners not executing this Agreement or a joinder agreement to this
Agreement.




ARTICLE XIV


OTHER
PROVISIONS




14.1
            Appointment of General
      Partner as Attorney-in-Fact




14.1.1  Each
Limited Partner, including, without limitation, each Additional Limited Partner,
by its execution of this Agreement, irrevocably constitutes and appoints the
General Partner as its true and lawful attorney-in-fact with full power and
authority in its name, place and stead to execute, acknowledge, deliver, swear
to, file and record at the appropriate public offices such documents as may be
necessary or appropriate to carry out the provisions of this Agreement,
including, without limitation:




(a)  All
certificates and other instruments (including, without limitation, counterparts
of this Agreement), and all amendments thereto, which the General Partner deems
appropriate to form, qualify or continue the Partnership as a limited
partnership (or a partnership in which the Limited Partners will have limited
liability comparable to that provided in the Act), in the jurisdictions in which
the Partnership may conduct business or in which such formation, qualification
or continuation is, in the opinion of the General Partner, necessary or
desirable to protect the limited liability of the Limited Partners.




(b)  All
instruments which the General Partner deems appropriate to reflect a change or
modification of the Partnership adopted in accordance with the terms of this
Agreement.




(c)  All
conveyances of property, and all other instruments, which the General Partner
reasonably deems necessary in order to complete a dissolution and termination of
the Partnership pursuant to this Agreement.




14.1.2  The
appointment by all Limited Partners of the General Partner as attorney-in-fact
shall be deemed to be a power coupled with an interest, in recognition of the
fact that each of the Partners under this Agreement will be relying upon the
power of the General Partner to act as contemplated by this Agreement in any
filing and other action by it on behalf of the Partnership, shall survive the
bankruptcy, death, adjudication of incompetence or insanity, other incapacity or
dissolution of any Person hereby giving such power, and the transfer or
assignment of all or any portion of the Interests of such Person, and shall not
be affected by the subsequent incapacity of the principal; provided that in the
event of the assignment by a Limited Partner of all of its Interests, the
foregoing power of attorney of the assignor Limited Partner shall survive such
assignment only until such time as the assignee shall have been admitted to the
Partnership and all required documents and instruments shall have been duly
executed, filed and recorded to effect such substitution.




55




14.2
            Amendments




14.2.1  Each
Additional Limited Partner, additional General Partner and successor General
Partner shall become a signatory hereto by signing such number of counterpart
signature pages to this Agreement, a power of attorney to the General Partner,
and such other instruments, in such manner, as the General Partner shall
determine.  By so signing, each Additional Limited Partner, additional
General Partner or successor General Partner, as the case may be, shall be
deemed to have adopted and to have agreed to be bound by all of the provisions
of this Agreement.




14.2.2  In
addition to other amendments authorized herein or required by law, amendments
may be made to this Agreement from time to time by the General Partner with the
consent of the Limited Partners holding a majority of the outstanding Units;
provided that
an amendment which adversely affects one or more Partners in a manner that does
not similarly affect all other Partners (other than through economic or voting
dilution) shall also require the consent of such Partner (or if more than one
Partner is similarly adversely affected, then consent by the Partners holding a
majority of the outstanding Units held by such similarly adversely affected
Partners shall be required).




14.2.3  In
addition to other amendments authorized herein, amendments may be made to this
Agreement from time to time by the General Partner, without the consent of any
of the Limited Partners:  (a) to delete or add any provision of
this Agreement required to be so deleted or added by any federal or state
official, which addition or deletion is deemed by such official to be for the
benefit or protection of the Limited Partners; (b) to alter the interest or
rights of any Partner in profits, losses or distributions hereunder to reflect
the issuance of Interests to an Additional Limited Partner in accordance with
the terms of this Agreement; (c) to take such actions as may be necessary
(if any) to insure that the Partnership will be treated as a partnership, and
that each Limited Partner will be treated as a limited partner, for federal
income tax purposes; provided that no
amendment shall be adopted pursuant to this Section 14.2.3 unless the adoption
thereof does not affect the limited liability of the Limited Partners or the
status of the Partnership as a partnership for federal income tax purposes; (d)
to issue additional Units or new classes of units having rights and preferences
different from the Units to Limited Partners or Additional Limited Partners; or
(e) to implement a Solvent Reorganization.




14.2.4  If this
Agreement is amended as a result of adding or substituting a Limited Partner or
increasing the investment of a Limited Partner, the amendment to this Agreement
shall be sufficient when it is signed by the General Partner and by the Person
to be substituted or added or who is increasing its investment in the
Partnership, and, if a Limited Partner is to be substituted, by the assigning
Limited Partner.  If this Agreement is amended to reflect the
designation of an additional General Partner, the amendment to this Agreement
shall be sufficient when it is signed by the other General Partner or General
Partners and by the additional General Partner.  If this Agreement is
amended to reflect the withdrawal of a General Partner and if the business of
the Partnership is to be continued, the amendment to this Agreement shall be
sufficient when it is signed by the withdrawing General Partner (and such
General Partner hereby so agrees) and by the remaining or successor General
Partner or General Partners.




56


14.2.5  In making
any amendments, there shall be prepared and filed by the General Partner such
documents and certificates as may be required under the Act and under the laws
of any other jurisdiction applicable to the Partnership.




14.3
            Security Interest and
      Right of Set-Off




As
security for any withholding tax or other liability or obligation to which the
Partnership may be subject as a result of any act or status of any Limited
Partner, or to which the Partnership may become subject with respect to the
Interest of any Limited Partner, the Partnership shall have (and each Limited
Partner hereby grants to the Partnership) a security interest in all
Distributable Cash distributable to such Limited Partner to the extent of the
amount of such withholding tax or other liability or obligation.  The
Partnership shall have a right of set-off against such distributions of
Distributable Cash in the amount of such withholding tax or other liability or
obligation.  Any amount withheld pursuant to the Code or any other
provision of federal, state or local tax or other law with respect to any
distribution to a Partner shall be treated as an amount distributed to such
Partner for all purposes under this Agreement.




14.4
            Binding
      Provisions




The
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, the heirs, executors, administrators, personal representatives,
successors and permitted assigns of the respective parties hereto.




14.5
            Applicable
      Law




This
Agreement shall be construed and enforced in accordance with the Act and other
laws of the State of Delaware.




14.6
            Entire
      Agreement




This
Agreement, the Purchase Agreement, certain letter agreements of equal date
herewith (or made in connection with the Prior Agreement) among parties hereto
and any applicable Unit Subscription Agreement constitute the entire agreement
of the parties as to the subject matter hereof and supersede any and all prior
agreements, understandings and negotiations relating to such subject
matter.




14.7
            Counterparts




This
Agreement may be executed in several counterparts, all of which together shall
constitute one agreement binding on all parties hereto, notwithstanding that all
of the parties have not signed the same counterpart.




14.8
            Separability of
      Provisions




Each
provision of this Agreement shall be considered separable, and if for any reason
any provision or provisions hereof are determined to be invalid and contrary to
any existing or future law, such invalidity shall not impair the operation or
effect of those portions of this Agreement which are valid.




14.9
            Article and Section
      Titles




Article
and Section titles are for descriptive purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text.




14.10
            Disputes; Attorneys’
      Fees




In the
event that any dispute between the parties hereto should result in litigation or
arbitration, (i) such dispute shall be brought in the courts of New York County,
New York or in the United States District Court for the Southern District of New
York, or shall be conducted before an arbitrator in New York, New York, as
applicable, and (ii) the prevailing party in such dispute shall be entitled to
recover from the other party all reasonable fees, costs and expenses of
enforcing any right of the prevailing party, including without limitation,
reasonable attorneys’ fees and expenses, all of which shall be deemed to have
accrued upon the commencement of such action and shall be paid whether or not
such action is prosecuted to judgment.  Any judgment or order entered
in such action shall contain a specific provision providing for the recovery of
attorneys’ fees and costs incurred in enforcing such judgment and an award of
prejudgment interest from the date of the breach at the maximum rate of interest
allowed by law.  For the purposes of this Section
14.10:  (a) attorneys’ fees shall include, without limitation,
fees incurred in the following:  (i) post-judgment motions,
(ii) contempt proceedings, (iii) garnishment, levy, and debtor and
third party examinations, (iv) discovery, and (v) bankruptcy
litigation; and (b) “prevailing party” shall mean the party who is
determined in the proceeding to have prevailed or who prevails by dismissal,
default or otherwise.




57




14.11
            Management Limited
      Partner’s
      Services




Nothing
contained in this Agreement shall be deemed to obligate the Partnership or any
Subsidiary to employ or retain any Management Limited Partner in any capacity
whatsoever or to prohibit or restrict the Partnership (or any Subsidiary) from
terminating the Services of the Management Limited Partner at any time or for
any reason whatsoever, with or without Cause.




14.12
            Spousal
      Consent




The
spouses of the individual Management Limited Partners are fully aware of,
understand and fully consent and agree to the provisions of this Agreement and
its binding effect upon any community property interests or similar marital
property interests in the Units they may now or hereafter own, and agree that
the termination of their marital relationship with any Management Limited
Partner for any reason shall not have the effect of removing any Unit otherwise
subject to this Agreement from the coverage of this Agreement and that their
awareness, understanding, consent and agreement are evidenced by their signing
this Agreement.  Furthermore, each individual Management Limited
Partner agrees to cause his or her spouse (and any subsequent spouse) to execute
and deliver, upon the request of the Partnership, a counterpart of this
Agreement, or a spousal joinder to this Agreement.




14.13
            Waiver of Jury
      Trial




BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OR ARBITRATION, THE PARTIES HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE
OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED
INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREIN.







[Signature
pages follow]




58




IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the date first
written above.






GENERAL
PARTNERVERSO
      PAPER INVESTMENTS LPBy:
            VERSO PAPER
      INVESTMENTSMANAGEMENT
      LLCBy:
            /s/ Scott
      KleinmanTitle:
      President

















NON-EMPLOYEE DIRECTOR LIMITED
      PARTNER/s/ David
      SamburName:  
      David Sambur