**EXHIBIT 10.1** **FIRST AMENDMENT****Dated as of May 7, 2007****To the****COMBINATION AGREEMENT AND****AGREEMENT AND PLAN OF MERGER****Dated as of January 29, 2007****Among****ABITIBIBOWATER INC. (FORMERLY ALPHA-BRAVO HOLDINGS INC.),****ABITIBI-CONSOLIDATED INC.,****BOWATER INCORPORATED,****ALPHA-BRAVO MERGER SUB INC.,****and****BOWATER CANADA INC.** 
 

 
          This FIRST AMENDMENT TO THE COMBINATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER is dated asof May 7, 2007 (this “*Amendment*”) and is made among ABITIBIBOWATER INC. (formerly Alpha-BravoHoldings Inc.), a Delaware corporation (“*Parent*”), ABITIBI-CONSOLIDATED INC., a corporationamalgamated under the laws of Canada (“*ACI*”), BOWATER INCORPORATED, a Delaware corporation(“*Bowater*”), ALPHA-BRAVO MERGER SUB INC., a Delaware corporation (“*Merger Sub*”), and BOWATER CANADAINC., a corporation incorporated under the laws of Canada (“*ExchangeCo*”).          WHEREAS, Parent, ACI, Bowater, Merger Sub and ExchangeCo entered into that certain CombinationAgreement and Agreement and Plan of Merger, dated as of January 29, 2007 (the *“CombinationAgreement"*);          WHEREAS, all of the parties to the Combination Agreement desire to amend the CombinationAgreement as set forth below;          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreementscontained in the Combination Agreement, and subject to the conditions set forth therein, theparties hereto agree as follows:ARTICLE IAMENDMENTSECTION 1.01 Exhibit B to the Combination Agreement is hereby deleted in its entirety and replacedwith the exhibit attached hereto as Schedule A.SECTION 1.02 In all other respects, the Combination Agreement shall remain unamended and in fullforce and effect.ARTICLE IIGENERAL PROVISIONSSECTION 2.01 All capitalized terms used herein and not herein defined shall of the respectivemeanings ascribed thereto in the Combination Agreement.SECTION 2.02 This Amendment may be executed in one or more counterparts (including by facsimile),all of which shall be considered one and the same agreement and shall become effective when one ormore counterparts have been signed by each of the parties and delivered to the other parties.SECTION 2.03 Without giving effect to any choice or conflict of law provision or rule (whether ofthe State of New York or any other jurisdiction) that would cause the application of laws of anyother jurisdictions other than those of the State of New York, this Amendment shall be deemed to bemade in and in all respects shall be interpreted, construed and governed by and in accordance with,and any disputes or litigation arising out of or relating, directly or indirectly, to thisAmendment shall be interpreted, construed
 

 
and governed by and in accordance with, the Laws of the State of New York, except to the extentmandatorily governed by the Laws of Canada or the Laws of the province of Quebec or the internallaws of the State of Delaware, as applicable.**[S*****ignature Pages Immediately Follow*****]**
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by theirrespective officers hereunto duly authorized, all as of the date first written above.      ABITIBIBOWATER INC.