Additional Secured Party Consent to the Amended and Restated Collateral Agmt



 Exhibit 10.1 
 ADDITIONAL SECURED PARTY CONSENT 
 Wilmington Trust, National Association

 50 South Sixth Street, Suite 1290 
 Minneapolis, MN 55402 
 Attention of: Corporate Capital Markets – Verso Paper
Administrator 
 Facsimile: (612) 217-5651 
 March 21, 2012 
 Credit Suisse AG, Cayman Islands Branch, as Administrative Agent 

Attention: Fay Rollins 
 11 Madison Avenue, OMA-2

 New York, NY 10010 
 Telephone:
(212) 325-9041 
 Facsimile: (212) 325-8304 
 With copies to: 
 Davis Polk & Wardwell, 

450 Lexington Avenue, 
 New York, NY 10017

 (212) 450-4000 
 Attention: Joseph P.
Hadley, Esq. 
 Telephone: (212) 450-4000 
 Facsimile: (212) 450-3800 
 The undersigned is the Authorized Representative
for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Amended and Restated Guarantee and Collateral Agreement dated as of June 11, 2009 (as heretofore amended and/or supplemented, the “Guarantee and
Collateral Agreement” (terms used without definition herein have the meanings assigned to such term by the Guarantee and Collateral Agreement)) among the Company, the Guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as
Administrative Agent (the “Administrative Agent”), and the other parties thereto. 
 In consideration of the
foregoing, the undersigned hereby: 
 (i) represents that the Authorized Representative has been duly authorized by the New
Secured Parties to become a party to the Guarantee and Collateral Agreement on behalf of the New Secured Parties under that Indenture dated as the date hereof, by and among the Company, certain Guarantors party thereto, and Wilmington Trust,
National Association, as trustee (the “New Obligation”) and to act as the Authorized Representative for the New Secured Parties; 







 (ii) acknowledges that the New Secured Parties have received a copy of the Guarantee and
Collateral Agreement; 
 (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and
on behalf of all other Secured Parties and to exercise such powers under the Guarantee and Collateral Agreement as are delegated to the Administrative Agent by the terms thereof, together with all such powers as are reasonably incidental thereto;

 (iv) accepts and acknowledges the terms of the Guarantee and Collateral Agreement applicable to it and the New Secured
Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of
Additional Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof (including, without limitation, Section 7.01(b) thereof) as fully as if it had been a Secured Party on the date of
the Guarantee and Collateral Agreement and agrees that its address for receiving notices pursuant to the Guarantee and Collateral Agreement, the Security Documents shall be as follows: 

Wilmington Trust, National Association 
 50 South Sixth Street, Suite 1290 
 Minneapolis, MN 55402 

Attention of: Corporate Capital Markets – Verso Paper Administrator 

Facsimile: (612) 217-5651 
 The Administrative Agent, by acknowledging and agreeing to this Additional Secured Party Consent, accepts the appointment set forth in clause (iii) above. 

THIS ADDITIONAL SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. 







 IN WITNESS WHEREOF, the undersigned has caused this Additional Secured Party Consent to be
duly executed by its authorized officer as of the date first written above. 
  

					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Authorized Representative
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President


 [Signature Page to Additional Secured Party Consent] 








					
	Acknowledged and Agreed CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent
		
	By:	 	 /s/ Ari Bruger

		 	Name:	 	Ari Bruger
		 	Title:	 	Vice President
		
	By:	 	 /s/ Rahul Parman

		 	Name:	 	Rahul Parmar
		 	Title:	 	Associate

 [Signature Page to Additional Secured Party Consent]