**EXHIBIT 4.2**FIRST AMENDMENT     This Amendment to the Credit Agreement referred to below is dated as of July 20, 2007 (the“Amendment”), by and among BOWATER INCORPORATED, a corporation organized under the laws ofDelaware, in its capacity as Borrower under the Credit Agreement referred to below (the“Borrower”), certain Subsidiaries of the Borrower party hereto (the “SubsidiaryGrantors”), the lenders party hereto (the “Lenders”) pursuant to an authorization(in the form attached hereto as Exhibit A, each a “Lender Authorization”) andWACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”)for the Lenders.STATEMENT OF PURPOSE:     The Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreementdated as of May 31, 2006 (as amended hereby and as further amended, restated, supplemented orotherwise modified from time to time, the “Credit Agreement”).     The Borrower has requested that the Administrative Agent and the Lenders agree to amend theCredit Agreement as more specifically set forth herein. Subject to the terms and conditions setforth herein, the Administrative Agent and each of the Lenders party hereto have agreed to grantsuch requests of the Borrower.     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows:     1. Capitalized Terms. All capitalized undefined terms used in this Amendment(including, without limitation, in the statement of purpose hereto) shall have the meaningsassigned thereto in the Credit Agreement (as amended by this Amendment).     2. Credit Agreement Amendments. The Credit Agreement is hereby amended as follows:          (a) Amendment to Section 1.1 of the Credit Agreement (“Definitions”). Section1.1 of the Credit Agreement is hereby amended by adding the following new definitions incorrect alphabetical order:     ““Combination” means the combination of the Borrower with Abitibi-ConsolidatedInc., with the Parent as a common holding company, pursuant to the terms of the CombinationAgreement.”     ““Combination Agreement” means that certain Combination Agreement and Agreementand Plan of Merger dated as of January 29, 2007 among the Parent, Abitibi-Consolidated Inc.,the Borrower, Alpha-Bravo Merger Sub Inc., a Delaware corporation, and Bowater Canada, Inc.,as the same may be amended, modified or supplemented from time to time.”     ““Parent” means AbitibiBowater, Inc., a Delaware corporation f/k/a Alpha-BravoHoldings, Inc.”     ““Parent Overhead Expenses” means (a) accounting and auditing costs andexpenses incurred by the Parent in the ordinary course of its business in connection withpreparing financial reports and tax filings; (b) customary fees and expenses payable to theSEC and other reasonable and customary costs and expenses payable in connection with theParent being a publicly traded company (including, without limitation, reasonable andcustomary fees and
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expenses required to be paid for professional and regulatory compliance); (c) reasonable andcustomary legal fees and expenses required for the corporate maintenance of the Parent andits Subsidiaries; (d) reasonable and customary director fees; (e) reasonable and customarycosts and expenses payable for director and officer insurance; (f) transfer agent feespayable in connection with Capital Stock of the Parent; and (g) franchise taxes and otherfees payable to the jurisdiction of incorporation or qualification of the Parent incurred inthe ordinary course of conducting its business; provided that in no event shallParent Overhead Expenses include management fees, salaries, bonuses, debt service ordividends or other distributions in respect of the Capital Stock of the Parent.”          (b) Amendment to Section 1.1 of the Credit Agreement (“Definitions”).Section 1.1 of the Credit Agreement is hereby amended by deleting the definitions of“Change of Control” and “Exchangeable Shares” in their entireties and replacing them withthe following:     ““Change in Control” means:     (a) prior to the completion of the Combination, an event or series ofevents by which (i) any person or group of persons (within the meaning ofSection 13(d) of the Securities Exchange Act of 1934, as amended) shallobtain ownership or control in one or more series of transactions of morethan thirty-five percent (35%) of the Capital Stock or thirty-five percent(35%) of the voting power of the Borrower entitled to vote in the electionof members of the board of directors of the Borrower, (ii) during any periodof twenty-five (25) consecutive calendar months, a majority of the membersof the board of directors of the Borrower cease to be composed of ContinuingDirectors, or (iii) there shall have occurred under any indenture or otherinstrument evidencing any Indebtedness of the Borrower or any of itsSubsidiaries in excess of $25,000,000 any “change in control” or similarprovision (as set forth in the indenture, agreement or other evidence ofsuch Indebtedness) obligating the Borrower to repurchase, redeem or repayall or any part of such Indebtedness or Capital Stock provided for therein(provided that if such obligation is contingent on any other eventor circumstance, then such “change in control” shall not constitute a Changein Control hereunder unless such other event or circumstance also hasoccurred or exists); and     (b) after the completion of the Combination, an event or series ofevents by which (i) any person or group of persons (within the meaning ofSection 13(d) of the Securities Exchange Act of 1934, as amended) shallobtain ownership or control in one or more series of transactions of morethan thirty-five percent (35%) of the Capital Stock or thirty-five percent(35%) of the voting power of the Parent entitled to vote in the election ofmembers of the board of directors of the Parent, (ii) during any period oftwenty-five (25) consecutive calendar months, a majority of the members ofthe board of directors of the Parent cease to be composed of ContinuingDirectors, (iii) there shall have occurred under any indenture or otherinstrument evidencing any Indebtedness of the Borrower or any of itsSubsidiaries in excess of $25,000,000 any “change in control” or similarprovision (as set forth in the indenture, agreement or other evidence ofsuch Indebtedness) obligating the Borrower to repurchase, redeem or repayall or any part of such Indebtedness or Capital Stock provided for therein(provided that if such obligation is contingent on any other eventor circumstance, then such “change in control” shall not constitute a Changein
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Control hereunder unless such other event or circumstance also has occurredor exists) or (iv) the Parent shall cease to own one hundred percent (100%)of the Capital Stock of the Borrower.     For the purposes hereof, “Continuing Directors” means, during any period oftwenty-five (25) consecutive calendar months, individuals (i) who were members ofthe board of directors on the first day of such period, (ii) whose election ornomination to the board of directors was approved by individuals who comprised amajority of the board of directors on the first day of such period or (iii) whoseelection or nomination to the board of directors was approved by (A) individuals whowere members of the board of directors on the first day of such period or (B)individuals whose election or nomination to the board of directors was approved by amajority of the board of directors on the first day of such period; providedthat in each case such individuals referenced in clause (A) and clause (B)constituted a majority of the board of directors at the time of such election ornomination.”     ““Exchangeable Shares” means those shares of Capital Stock issued byBowater Canada, Inc. and listed on the Toronto Stock Exchange (under stock symbolBWX) which are exchangeable at any time at the option of the holder of such sharesinto (a) common stock of the Borrower, prior to the completion of the Combination,and (b) common stock of the Parent, after the completion of the Combination, andwhich, in each case, entitle the holders thereof to similar voting rights anddividend payments (on a per share basis) as those granted to holders of the commonstock of the Borrower or of the Parent, as the case may be.”          (c) Amendment to Section 10.4 of the Credit Agreement (“Limitations on Mergers andLiquidations”). Section 10.4 of the Credit Agreement is hereby amended by:     (i) deleting the word “and” at the end of subsection (c) thereof;     (ii) changing the period at the end of subsection (d) thereof to “; and”; and     (iii) adding a new subsection (e) thereto to read as follows:     “(e) the Borrower may merge with Alpha-Bravo Merger Sub, Inc. in orderto consummate the Combination; provided that the Borrower is thesurviving corporation in such merger.”          (d) Amendment to Section 10.6 of the Credit Agreement (“Limitations on Dividendsand Distributions”). Section 10.6 of the Credit Agreement is hereby amended by:     (i) deleting subsections (d), (e) and (f) in their entireties and replacingthem with the following:     “(d) (i) prior to the completion of the Combination, the Borrower maypay cash dividends to holders of its Capital Stock, (ii) after thecompletion of Combination, the Borrower may pay cash dividends to the Parentto allow the Parent to pay cash dividends to holders of the Parent’s CapitalStock and (iii) Bowater Canada, Inc. may pay cash dividends to holders ofthe Exchangeable Shares; provided that in each case (A) any suchdividend is paid as promptly as possible but in no event later thanseventy-five (75) days after the date of
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declaration of such dividend, (B) such dividends do not exceed$75,000,000 in the aggregate during each Fiscal Year and (C) on each datethat a dividend is declared and after giving effect thereto:     (1) no Default or Event of Default shall have occurred and becontinuing; and     (2) the Borrower shall be in pro forma compliance with each ofthe covenants set forth in Article IX;     (e) (i) prior to the completion of the Combination, the Borrower mayrepurchase shares of the Borrower’s Capital Stock and (ii) after thecompletion of the Combination, the Borrower may pay dividends to the Parentto allow the Parent to repurchase shares of the Parent’s Capital Stock, inan aggregate amount for all such repurchases by the Borrower or dividendspaid by the Borrower of up to $100,000,000 during the term of thisAgreement; provided that on each date that Capital Stock isrepurchased or such dividend is paid and after giving effect thereto:     (A) no Default or Event of Default shall have occurred and becontinuing;     (B) the Borrower shall be in proformacompliance with each of the covenants set forth in ArticleIX;     (C) the Aggregate Credit Exposure shall not exceed $100,000,000;and     (D) the proforma Consolidated Total LeverageRatio shall not exceed 4.50 to 1.00;”     (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated mayrepurchase all or a portion of the Exchangeable Shares solely through anexchange of (i) common stock of the Borrower, prior to the completion of theCombination, or (ii) common stock of the Parent, after the completion of theCombination, in each case, for the Exchangeable Shares being repurchased;and”; and     (ii) adding a new subsection (g) thereto to read as follows:     “(g) after, or concurrently with, the completion of the Combination,the Borrower may make dividends and distributions to the Parent to pay:     (i) taxes attributable to the consolidated operations of theBorrower and its Subsidiaries;     (ii) the Parent Overhead Expenses in an aggregate amount perFiscal Year not to exceed fifty percent (50%) of the aggregate amountof Parent Overhead Expenses during such Fiscal Year;
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     (iii) an amount necessary to pay cash for fractional shares ofthe Borrower to be purchased in connection with the Combination ascontemplated by the Combination Agreement; and     (iv) so long as no Default or Event of Default has occurred andis continuing or would result after giving effect to such dividendsor distributions, an additional amount of Parent Overhead Expenses inan aggregate amount not to exceed $10,000,000 per Fiscal Year.”          (e) Amendment to Section 11.1 of the Credit Agreement (“Events of Default”).Section 11.1 of the Credit Agreement is hereby amended by adding the following newsubsection (o):     “(o) Activities of Parent. The Parent shall engage in any business,operations or activities other than:     (i) holding all of the Capital Stock of the Borrower and AbitibiConsolidated Inc., the employment of management and activities reasonablycomplimentary and related thereto;     (ii) guaranteeing the Indebtedness of any other Person, so long as, onor prior to the date of such guarantee, the Parent guarantees theObligations on a paripassu basis with such other guarantee;     (iii) granting a security interest in its assets and properties (otherthan the Capital Stock of the Borrower or Abitbi Consolidated Inc.);     (iv) granting a security interest in the Capital Stock of AbitibiConsolidated Inc. so long as, on or prior to the date such security interestis granted, the Parent has granted a security interest in the Capital Stockof the Borrower in favor of the Administrative Agent, for the ratablebenefit of itself and the other Secured Parties, to secure the Obligations;     (v) granting a security interest in the Capital Stock of the Borrowerin favor of the Administrative Agent, for the ratable benefit of itself andthe other Secured Parties, to secure the Obligations; and     (vi) engaging in non-revenue generating activities reasonably relatedto restructurings of the Subsidiaries of the Parent.”     3. Conditions to Effectiveness. Upon the satisfaction of each of the followingconditions, this Amendment shall be deemed to be effective as of the date hereof:     (a) the Administrative Agent shall have received counterparts of this Amendmentexecuted by the Administrative Agent (on behalf of the Lenders executing a LenderAuthorization), the Borrower and the Subsidiary Grantors;     (b) the Administrative Agent shall have received executed Lender Authorizations fromthe requisite Lenders;
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     (c) the Administrative Agent shall have been reimbursed for all fees and out-of-pocketcharges and other expenses incurred in connection with this Amendment, including, withoutlimitation, the reasonable fees and disbursements of counsel for the Administrative Agent;     (d) the Administrative Agent shall have received a corresponding amendment to theCanadian Credit Agreement, in form and substance substantially consistent with thisAmendment, duly executed by the Canadian Administrative Agent, the Canadian Borrower, eachCanadian Guarantor and the requisite Canadian Lenders (whether directly or through a lenderauthorization);     (e) the Administrative Agent shall have received a fully executed, true, correct andcomplete copy of the Combination Agreement and all amendments, restatements, supplements ormodifications thereof;     (f) the Administrative Agent and Lenders shall have received a true, correct andcomplete copy of the amendment to the charter of Bowater Canada, Inc., certified to be trueand correct by the applicable Governmental Authority as of a recent date (such amendment,the “BCI Charter Amendment”); and     (g) the Administrative Agent shall have received such other instruments, documents andcertificates as the Administrative Agent shall reasonably request in connection with theexecution of this Amendment.     4. Effect of the Amendment. Except as expressly provided herein, the Credit Agreementand the other Loan Documents shall remain unmodified and in full force and effect. Except asexpressly set forth herein, this Amendment shall not be deemed (a) to be a waiver of, or consentto, a modification or amendment of, any other term or condition of the Credit Agreement or anyother Loan Document, (b) to prejudice any other right or rights which the Administrative Agent orthe Lenders may now have or may have in the future under or in connection with the Credit Agreementor the other Loan Documents or any of the instruments or agreements referred to therein, as thesame may be amended, restated, supplemented or otherwise modified from time to time, (c) to be acommitment or any other undertaking or expression of any willingness to engage in any furtherdiscussion with the Borrower or any other Person with respect to any waiver, amendment,modification or any other change to the Credit Agreement or the Loan Documents or any rights orremedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or withrespect to any such documents or (d) to be a waiver of, or consent to or a modification oramendment of, any other term or condition of any other agreement by and among the Borrower, on theone hand, and the Administrative Agent or any other Lender, on the other hand. References in theCredit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”,“herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to bereferences to the Credit Agreement as modified hereby.     5. Representations and Warranties/No Default. By its execution hereof, the Borrowerhereby certifies, represents and warrants to the Administrative Agent and the Lenders that:     (a) after giving effect to the amendments set forth in Section 2 above, each ofthe representations and warranties set forth in the Credit Agreement and the other LoanDocuments is true and correct in all material respects as of the date hereof (except to theextent that any such representation or warranty that is qualified by materiality or byreference to Material Adverse Effect, in which case such representation or warranty is trueand correct in all respects as of the date hereof) and that no Default or Event of Defaulthas occurred or is continuing;
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     (b) the Borrower and each of the Subsidiary Grantors has the right, power and authorityand has taken all necessary corporate and other action to authorize the execution, deliveryand performance of this Amendment and each of the other documents executed in connectionherewith to which it is a party in accordance with their respective terms and thetransactions contemplated hereby;     (c) this Amendment and each other document executed in connection herewith has beenduly executed and delivered by the duly authorized officers of the Borrower and each of theSubsidiary Grantors, and each such document constitutes the legal, valid and bindingobligation of the Borrower and each of the Subsidiary Grantors, enforceable in accordancewith its terms, except as may be limited by bankruptcy, insolvency, reorganization,moratorium or similar state or federal debtor relief laws from time to time in effect whichaffect the enforcement of creditors’ rights in general and the availability of equitableremedies; and     (d) Alpha-Bravo Merger Sub, Inc. has no assets or liabilities and does not engage inany business, operations or activities.     6. Reaffirmations. The Borrower and each of the Subsidiary Grantors as applicable (a)agrees that the transactions contemplated by this Amendment shall not limit or diminish theobligations of the Borrower and such Subsidiary Grantor under, or release the Borrower or suchSubsidiary Grantor from any obligations under, the Subsidiary Guaranty Agreement, the CollateralAgreement and each other Security Document to which it is a party, (b) confirms and reaffirms itsobligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and each otherSecurity Document to which it is a party and (c) agrees that the Subsidiary Guaranty Agreement, theCollateral Agreement and each other Security Document to which it is a party remain in full forceand effect and are hereby ratified and confirmed. In furtherance of the reaffirmations set forthin this Section 6, the Borrower and the Subsidiary Grantors hereby grant to theAdministrative Agent, for the ratable benefit of itself and the Lenders, a security interest in,all Collateral and all proceeds thereof as security for the Obligations, in each case subject toany applicable terms and conditions set forth in the Subsidiary Guaranty Agreement, the CollateralAgreement and each other Security Document to which it is a party.     7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLESTHEREOF.     8. Counterparts. This Amendment may be executed by one or more of the parties hereto inany number of separate counterparts and all of said counterparts taken together shall be deemed toconstitute one and the same instrument.     9. Fax Transmission. A facsimile, telecopy or other reproduction of this Amendmentmay be executed by one or more parties hereto, and an executed copy of this Amendment may bedelivered by one or more parties hereto by facsimile or similar instantaneous electronictransmission device pursuant to which the signature of or on behalf of such party can be seen, andsuch execution and delivery shall be considered valid, binding and effective for all purposes. Atthe request of any party hereto, all parties hereto agree to execute an original of this Amendmentas well as any facsimile, telecopy or other reproduction hereof.     10. Acknowledgment Regarding BCI Charter Amendment. By its execution hereof or itsexecution of a Lender Authorization, as applicable, the Administrative Agent and each Lenderacknowledges its receipt of the BCI Charter Amendment and acknowledges that the modifications
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contemplated by the BCI Charter Amendment do not have a material adverse effect on the rightsand interests of the Lenders.[Signature Pages Follow]
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe date and year first above written.       **BORROWER:**       BOWATER INCORPORATED       By: /s/ Duane A. Owens         Name: Duane A. Owens