COMBINATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER Dated as of January 29, 2007

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 as of May 7, 2007 (this “ Amendment ”) and is made among ABITIBIBOWATER INC. (formerly Alpha-Bravo Holdings Inc.), a Delaware corporation (“ Parent ”), ABITIBI-CONSOLIDATED INC., a corporation amalgamated under the laws of Canada (“ ACI ”), BOWATER INCORPORATED, a Delaware corporation (“ Bowater ”), ALPHA-BRAVO MERGER SUB INC., a Delaware corporation (“ Merger Sub ”), and BOWATER CANADA INC., a corporation incorporated under the laws of Canada (“ ExchangeCo ”).

          WHEREAS, Parent, ACI, Bowater, Merger Sub and ExchangeCo entered into that certain Combination Agreement and Agreement and Plan of Merger, dated as of January 29, 2007 (the “Combination Agreement" );

          WHEREAS, all of the parties to the Combination Agreement desire to amend the Combination Agreement as set forth below;

          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in the Combination Agreement, and subject to the conditions set forth therein, the parties hereto agree as follows:

ARTICLE I

AMENDMENT

SECTION 1.01 Exhibit B to the Combination Agreement is hereby deleted in its entirety and replaced with the exhibit attached hereto as Schedule A.

SECTION 1.02 In all other respects, the Combinat