Delaware
 The
First State
  I, HARRIET SMITH WINDSOR, SECRETARYOF
STATEOF THE STATE OFDELAWARE,
DO HEREBYCERTIFY THE
ATTACHED ARE TRUE AND CORRECTCOPIES OF ALL DOCUMENTS ON FILE OF
"VERSO PAPER HOLDINGS LLC" ASRECEIVEDANDFILED IN THIS
OFFICE.
  THE
FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
  CERTIFICATE
OF FORMATION,FILED THE SIXTH DAY OF JUNE, A.D. 2006, AT 3:30 O'CLOCK P.M.
  CERTIFICATE OF AMENDMENT, CHANGING ITSNAME FROM
"CMPFINANCE HOLDINGS LLC"
TO "VERSO PAPER LLC", FILED THE THIRTEENTHDAY OF JUNE, A.D.2006, AT 5:18 O'CLOCK
P.M.
  CERTIFICATE OF AMENDMENT,CHANGING ITS NAME FROM
"VERSO PAPER LLC" TO "VERSO PAPER HOLDINGS, LLC", FILEDTHE TWENTY-THIRD DAY OF
JUNE, A.D. 2006, AT10:01O'CLOCKA.M.
  CERTIFICATE OF AMENDMENT, CHANGING
ITSNAMEFROM "VERSO PAPER
HOLDINGS,LLC"
TO"VERSOPAPERHOLDINGS LLC", FILEDTHE
TWENTY-SIXTHDAY OF
JUNE, A.D. 2006,AT5:50O'CLOCK
P.M.
  AND I DO HEREBYFURTHERCERTIFY THAT THE
AFORESAIDCERTIFICATESARE THE ONLYCERTIFICATES
ONRECORDOFTHE AFORESAID LIMITED
LIABILITYCOMPANY,
"VERSOPAPERHOLDINGSLLC".
       /s/ Harriet Smith
      WindsorHarriet Smith
      Windsor, Secretary of StateAUTHENTICATION: 
      5625066DATE: 
      04-25-07
    
   State
      of Delaware
                  Secretary
      of State
                  Division
      of Corporations
                  Delivered
      03:55 PM 06/06/2006
                  FILED
      03:30 PM 06/06/2006
                  SRV
      060546406 - 4170453 FILE
  CERTIFICATE
OF FORMATION
 OF
 CMP
FINANCE HOLDINGS LLC
  This
Certificate of Formation of CMP FINANCE HOLDINGS LLC (the "I.LC"), dated as of
June 6, 2006, is being duly executed and filed by Matthew Norgard, as an
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del. C. §18-101,
et.seq.).
  FIRST: The
name of the limited liability company farmed hereby is CMP FINANCE HOLDINGS
LLC.
  SECOND:
The address of the registered office of the LLC in the State of Delaware is c/o
National Corporate Research, LTD., 615 South DuPont Highway, Dover, County of
Kent, 19901.
  THIRD: The
name and address of the registered agent for service of process on the LLC in
the State of Delaware is National Corporate Research, LTD., 615 South DuPont
Highway, Dover, County of Kent, 19901.
  IN WITNESS
WHEREOF, the undersigned has executed this Certificate of Formation as of the
date first above written.
   /s/ Matthew
      NorgardMatthew
      NorgardAuthorized
      Person











State
      of Delaware
                Secretary
      of State
                Division
      of Corporations
                Delivered 05:19
      PM 06/I3/2006
                FILED
      05:18
      PM 06/13/2006
                SRV
      060571361 -4170453
      FILE
  STATE
OF DELAWARE
 CERTIFICATE
OF AMENDMENT
    1.
                  Name
      of Limited Liability Company:
 CMP FINANCE HOLDINGS
LLC
   2.
                The
      Certificate of Formation of the limited liability company is hereby
      amended as follows:
  The name
of the LLC is now Verso Paper LLC
  IN WITNESS WHEREOF,the
undersigned have executed this Certificate on the 13thday
ofJune,
A.D.2006.
   By:
                    /s/
      Matthew NorgardAuthorized
      Person(s)Name:
                    Matthew
      NorgardPrint
      or Type
  State
      of Delaware
                      Secretary
      of State
                      Division
      of Corporations
                      Delivered 10:05
      AM
      06/23/2006
                      FILED
      10:01
      AM 06/23/2006
                      SRV
      060604910
      - 4170453
      FILE
  STATE
OF DELAWARE
 CERTIFICATE
OF AMENDMENT
    1.
                        Name
      of Limited Liability Company:
 VERSO PAPER
LLC
   2.
                      The
      Certificate of Formation of the limited liability company is hereby
      amended as follows:
  "FIRST:
The name of the limited liability company formed hereby is VERSO PAPER HOLDINGS,
LLC."
  IN
WITNESS WHEREOF,the
undersigned have executed this Certificate on the 23rdday ofJune,
2006.
   By:
                          /s/
      Daniel VazquezName:
                          Daniel
      VazquezTitle:
                          Authorized
      Person




State
      of Delaware
                  Secretary
      of State
                  Division
      of Corporations
                  Delivered 06:20
      PM 06/26/2006
                  FILED
      05:50
      PM 06/26/2006
                  SRV
      060613315
      - 4170453
FILE
  STATE
OF DELAWARE
 CERTIFICATE
OF AMENDMENT
    1.
                    Name
      of Limited Liability Company:
 VERSO PAPER HOLDINGS,
LLC
   2.
                  The
      Certificate of Formation of the limited liability company is hereby
      amended as follows:
  "FIRST:
The name of the limited liability company formed hereby is VERSO PAPER HOLDINGS,
LLC."
  IN
WITNESS WHEREOF,the
undersigned have executed this Certificate on the 26thday ofJune,
2006.
   By:
                      /s/
      Daniel VazquezName:
                      Daniel
      VazquezTitle:
                      Authorized
      Person