Exhibit 4.4.1


Private & Confidential


                             Dated 21 December 2006




                              TOP TANKERS INC.               (1)
                                       and
                         THE ROYAL BANK OF SCOTLAND plc      (2)


                              ____________________

                          FIRST SUPPLEMENTAL AGREEMENT

                              ____________________



                                                                     NORTON ROSE
<PAGE>
                                    Contents



Clause                                                                     Page


1          Definitions..................................................... 1

2          Agreement of the Bank........................................... 2

3          Amendments to Principal Agreement .............................. 2

4          Representations and warranties ................................. 4

5          Conditions ..................................................... 5

6          Security Documents.............................................. 6

Schedule 1 Supplemental Letter (Security Documents).........................9

<PAGE>

     THIS AGREEMENT is dated fRVR,NRT 2006 and made BETWEEN:

     (1)  TOP  TANKERS  INC.  with its  principal  place of  business at 1, Vas.
          Sofias  &  Meg.   Alexandrou  Str.,  151  24  Maroussi,   Greece  (the
          "Borrower");

     (2)  THE ROYAL  BANK OF  SCOTLAND  plc,  acting  for the  purposes  of this
          Agreement  through its office at the Shipping  Business  Centre,  5-10
          Great Tower Street, London, EC3P 3HX, England (the "Bank").

     WHEREAS:

     (A)  this  Agreement  is  supplemental  to a facilities  agreement  dated 1
          November  2005  (the  "Principal  Agreement")  made  between  (1)  the
          Borrower and (2) the Bank  pursuant to which the Bank agreed to make a
          term loan  facility of up to  $195,656,899.82  and a revolving  credit
          facility of up to  $350,000,000  available  to the  Borrower  upon the
          terms and conditions set out in the Principal Agreement;

     (B)  pursuant to clause 2.4.5 of the Principal Agreement a Request has been
          made by the  Borrower to drawdown a part of Facility B for the purpose
          of financing part of the purchase price of four Additional Ships which
          are newbuildings;

     (C)  the Bank has  accepted the  Borrower's  Request and has agreed to make
          available  four Advances  under  Facility B each in the amount of five
          million  eleven  thousand six hundred and fifty  Dollars  ($5,011,650)
          (being 70% of the first instalment payable under each of the Contracts
          relating to the Additional  Ships which are  newbuildings)  subject to
          the terms of the Principal  Agreement  including,  without limitation,
          the satisfaction of all relevant conditions precedent;

     (D)  the Bank and the Borrower  confirm and agree that Facility B is in the
          current amount of  $158,000,000  of which sum  $96,000,000 has already
          been drawn down; and

     (E)  the Borrower has requested  that the terms of the Principal  Agreement
          be revised and this Agreement  sets out the terms and conditions  upon
          which the Bank shall,  at the request of the  Borrower,  agree to such
          revision.

     NOW  IT IS HEREBY AGREED as follows:

     1    Definitions

     1.1  Defined expressions

          Words and expressions  defined in the Principal Agreement shall unless
          the context  otherwise  requires or unless  otherwise  defined herein,
          have the same meanings when used in this Agreement.

     1.2  Definitions

          In this Agreement, unless the context otherwise requires:

          "Effective  Date" means the date,  no later than 22 December  2006, on
          which the Bank  notifies  the  Borrower  in writing  that the Bank has
          received the  documents  and evidence  specified in clause 5 in a form
          and substance satisfactory to it; and

          "Supplemental  Letters" means the letters supplemental to the Security
          Documents  executed or (as the context may  require) to be executed by
          the Security  Parties who are not party to this Agreement in favour of
          the Bank in the form set out in Schedule 1.

          References in the Principal  Agreement to "this Agreement" shall, with
          effect  from the  Effective  Date and  unless  the  context  otherwise
          requires,  be references to the Principal Agreement as amended by this
          Agreement   and  words  such  as  "herein",   "hereof',   "hereunder",
          "hereafter", "hereby" and "hereto", where they appear in the Principal
          Agreement, shall be construed accordingly.

     1.4  Headings

          Clause headings and the table of contents are inserted for convenience
          of reference only and shall be ignored in the  interpretation  of this
          Agreement.

     1.5  Construction of certain terms

          Clause 1.4 of the Principal  Agreement  shall apply to this  agreement
          mutatis mutandis as if set out herein and as if references  therein to
          "this Agreement" were references to this Agreement.

     2    Agreement of the Bank

          The Bank, relying upon the  representations and warranties on the part
          of the Borrower  contained in clause 4, agrees with the Borrower that,
          subject  to  the  terms  and  conditions  of  this  Agreement  and  in
          particular,  but without prejudice to the generality of the foregoing,
          fulfilment on or before 22 December 2006 of the  conditions  contained
          in  clause  5, the  Bank  agrees  to the  amendment  of the  Principal
          Agreement on the terms set out in clause 3.

     3    Amendments to Principal Agreement

     3.1  Amendments

          The Principal Agreement shall, with effect from the Effective Date, be
          amended in accordance with the following provisions (and the Principal
          Agreement  will continue to be binding upon each of the parties hereto
          upon such terms as so amended):

    3.1.1 by  inserting  the  following  new  definition  in clause  1.2 of the
          Principal  Agreement  in  alphabetical  order:   ""First  Supplemental
          Agreement"  means the agreement  dated Zi Deter 2006  supplemental  to
          this Agreement made between (1) the Borrower and (2) the Bank;";

    3.1.2 by inserting the words "and as supplemented  and amended by the First
          Supplemental Agreement," after the words "means this Agreement" in the
          definition  of  "Security  Documents"  in clause 1.2 of the  Principal
          Agreement;

    3.1.3 by deleting the definition of "Security Requirement" in clause 1.2 of
          the Principal  Agreement and inserting the following new definition in
          its place:

          '"'Security  Requirement"  means,  subject to the provisions of clause
          4.5, the amount in Dollars (as certified by the Bank whose certificate
          shall,  in the absence of manifest error, be conclusive and binding on
          the Borrower  and the Bank) which is at any relevant  time one hundred
          and thirty per cent (130%) (or for the purposes of clause 4.5 only one
          hundred and sixty  seven per cent  (167%)) of (a) the Loan and (b) the
          notional or actual costs as certified by the Bank in its discretion at
          any  relevant   time  of   cancelling,   netting   out,   terminating,
          liquidating,  transferring  or  assigning  the  rights,  benefits  and
          obligations created by any Transaction or the Master Swap Agreement;";

    3.1.4 by deleting the  definition of "Security  Value" in clause 1.2 of the
          Principal  Agreement and inserting the following new definition in its
          place:

          ""Security  Value"  means the amount in Dollars (as  certified  by the
          Bank whose  certificate  shall,  in the absence of manifest  error, be
          conclusive  and binding on the Borrower  and the Bank)  which,  at any
          relevant time, is the aggregate of (a) the  charter-free  market value
          of the Mortgaged Ships as most recently  determined in accordance with
          clause  8.22;  (b)  the  value  of  any  Additional  Ships  which  are
          newbuildings  as most recently  determined  in accordance  with clause
          8.2.2 less any part of the  Contract  Price which has not been paid by
          the Borrower or the relevant  Owner to the relevant  Builder under the
          relevant Contract; and (c) the market value of any additional security
          for the time being  actually  provided to the Bank  pursuant to clause
          8.2;";

    3.1.5 by deleting the definition of "Ship Security Documents" in clause 1.2
          of the Principal  Agreement and inserting the following new definition
          in its place:

          ""Ship Security  Documents" means in respect of each Ship the relevant
          Mortgage, the relevant Deed of Covenant and/or General Assignment, the
          relevant Manager's  Undertakings and in the case of an Additional Ship
          which is a newbuilding the Pre-delivery  Security Assignment and "Ship
          Security Document" means any of them;";

    3.1.6 by deleting clause 2.4.10(a) of the Principal Agreement and inserting
          the following wording in its place:

          "the ratio of the Loan to the Fair Market  Value of all the  Mortgaged
          Ships not  exceeding 75% both prior to and  immediately  following the
          drawdown of the relevant Advance of Facility B; and";

    3.1.7 by adding a new clause 8.1.18 as follows:

          "8.1.18 Newbuilding

          in the  case of an  Additional  Ship  which  is a  newbuilding  and in
          respect of which the Borrower or the relevant  Owner (as  appropriate)
          is not  utilising  the  facilities  made  available  pursuant  to this
          Agreement  to finance all  instalments  of the  Contract  Price or the
          entire  Contract  Price,  pay all instalments of the Contract Price or
          any part of the Contract Price not being financed under this Agreement
          in full and in a timely manner and  otherwise in  accordance  with the
          terms of the relevant  Contract and will not incur any Borrowed  Money
          to assist it to  finance  any part of the  Contract  Price  except for
          Borrowed Money pursuant to the Security Documents.";

    3.1.8 by deleting clause 10.1.31 and replacing it with the following:

          "10.1.31 Non-Delivery of Ship:

          a Ship  is  not  delivered  to and  accepted  by the  Borrower  or the
          relevant Owner under a Contract either:

          (a)  on or before the Termination Date (or such later date as the Bank
               in its absolute discretion may agree in writing); and/or

          (b)  on the date that it is obliged to take  Delivery of the  relevant
               Ship in accordance with any relevant  Contract and its failure to
               take such Delivery will  constitute a breach of the provisions of
               the relevant Contract; or";

     3.1.9 by adding a new clause 10.1.39 as follows:

          "10.1.39 Newbuilding:

          the Borrower or the relevant Owner as the case may be fails to pay all
          instalments  of the Contract  Price or any part of the Contract  Price
          not being financed under this Agreement in full and in a timely manner
          and  otherwise in accordance  with the terms of the relevant  Contract
          for an Additional  Ship which is a newbuilding or the Bank  determines
          in its reasonable opinion that the Borrower or the relevant Owner will
          not be in a position to pay all such instalments of the Contract Price
          or any part of the  Contract  Price  not  being  financed  under  this
          Agreement as aforesaid; and";

   3.1.10 by adding a new clause 10.1.40 reading as follows:

          "10.1.40 Failure to create a Mortgage:

          The  Borrower or the  relevant  Owner fails to execute and register at
          the Registry a valid and effective  Mortgage over any Additional  Ship
          which  is  a  newbuilding   immediately  following  Delivery  of  such
          Additional  Ship  pursuant  to  the  relevant  Contract  or  the  Bank
          determines in its reasonable opinion that the Borrower or the relevant
          Owner will not (or is unlikely  to) be able and/or  willing to execute
          and register at the Registry such Mortgage  immediately  upon Delivery
          of such Additional Ship.";

    3.1.11 by deleting  clause  16.1.3(a) and replacing it with the  following:


               "(a) to the  Borrower  and any Owner at:

                    c/o Top  Tankers  Inc.
                    1, Vas. Sofias & Meg. Alexandrou Str.
                    151 24 Maroussi
                    Greece

                    Fax no:     +30 210 699 5361
                    Attention:  Mrs Eirini Alexandropoulou";

    3.1.12 by inserting the words "(including without limitation in the case of
          an Additional  Ship which is a newbuilding the  Pre-delivery  Security
          Assignment)"  after  the  words  "the  Ship  Security   Documents"  in
          paragraph (I), Part 3 of Schedule 3 to the Principal Agreement;

    3.1.13 by  inserting  the words  "other  than with  respect  to any  Refund
          Guarantee  which the Borrower  and/or the relevant Owner shall provide
          in original  form and which  Refund  Guarantee  shall be in a form and
          substance  acceptable to the Bank" at the end of paragraph (e), Part 3
          of Schedule 3 to the Principal Agreement; and

    3.1.14 by  deleting  the words  "clause  9.2" in the  heading  of Part 4 of
          Schedule 3 to the  Principal  Agreement  and  replacing  them with the
          words "clause 9.4".

     4    Representations and warranties

     4.1  Primary representations and warranties

          The Borrower represents and warrants to the Bank that:

    4.1.1 Existing  representations  and  warranties  the  representations  and
          warranties  set out in clause 7 of the Principal  Agreement  were true
          and correct on the date of the  Principal  Agreement  and are true and
          correct,  including  to the extent that they may have been or shall be
          amended by this  Agreement,  as if made at the date of this  Agreement
          with reference to the facts and circumstances existing at such date;

    4.1.2 Corporate power

          the Borrower has power to execute, deliver and perform its obligations
          under this  Agreement and all documents  and other  instruments  to be
          executed by it in accordance  with this Agreement to which it is or is
          to be a party  and all  necessary  corporate,  shareholder  and  other
          action has been taken by the  Borrower  to  authorise  the  execution,
          delivery and performance of this Agreement and all documents and other
          instruments to which it is or is to be a party;

    4.1.3 Binding obligations

          this Agreement  constitutes  valid and legally binding  obligations of
          the Borrower enforceable in accordance with its terms;

    4.1.4 No conflict with other obligations

          the  execution,  delivery  and  performance  of this  Agreement by the
          Borrower will not (a)  contravene any existing law,  statute,  rule or
          regulation or any judgment,  decree or permit to which the Borrower is
          subject,  (b)  conflict  with,  or result in any  breach of any of the
          terms of,  or  constitute  a default  under,  any  agreement  or other
          instrument  to which the Borrower is a party or is subject or by which
          it or any of its property is bound,  (c)  contravene  or conflict with
          any provision of the  constitutional  documents of the Borrower or (d)
          result in the  creation  or  imposition  of or oblige the  Borrower to
          create any Encumbrance (other than a Permitted  Encumbrance) on any of
          the undertaking, assets, rights or revenues of the Borrower;

    4.1.5 No filings required

          it is not necessary to ensure the legality,  validity,  enforceability
          or  admissibility  in evidence of this  Agreement that it or any other
          instrument be notarised,  filed,  recorded,  registered or enrolled in
          any court, public office or elsewhere in any Relevant  Jurisdiction or
          that any stamp,  registration  or similar tax or charge be paid in any
          Relevant  Jurisdiction  on or in relation to this  Agreement  and this
          Agreement is in proper form for its  enforcement in the courts of each
          Relevant Jurisdiction;

    4.1.6 Choice of law

          the choice of English law to govern this  Agreement and the submission
          by the  Borrower  to the  non-exclusive  jurisdiction  of the  English
          courts are valid and binding; and

    4.1.7 Consents obtained

          every consent, authorisation,  licence or approval of, or registration
          or  declaration  to,  governmental  or public bodies or authorities or
          courts  required by the  Borrower in  connection  with the  execution,
          delivery,  validity,  enforceability  or  admissibility in evidence of
          this Agreement or the  performance by the Borrower of its  obligations
          under this  Agreement  has been  obtained or made and is in full force
          and  effect and there has been no  default  in the  observance  of any
          conditions or restrictions (if any) imposed in, or in connection with,
          any of the same.

     4.2  Repetition of representations and warranties

          Each of the representations and warranties  contained in clause 4.1 of
          this Agreement and clause 7 of the Principal Agreement shall be deemed
          to be  repeated  by the  Borrower  on the  date of  execution  of this
          Agreement  as if made with  reference  to the facts and  circumstances
          existing on such day.

     5    Conditions

     5.1  Documents and evidence

          The  agreement of the Bank referred to in clause 2 shall be subject to
          the receipt by the Bank of the  following  conditions  precedent  in a
          form and substance satisfactory to the Bank in its sole discretion:

    5.1.1 the Supplemental Letters duly executed;

    5.1.2 evidence as to the due  authority  of the  person(s)  signing  and/or
          executing this Agreement and the Supplemental Letters hereto;

    5.1.3 evidence  that the Borrower has  properly and validly  executed  this
          Agreement and is binding upon it;

    5.1.4 evidence that each Security Party has properly and validly executed a
          Supplemental  Letter in relation to those Security  Documents to which
          it is a party and is binding upon it;

    5.1.5 evidence that the Borrower and each of the other Security Parties has
          obtained all consents and  authorisations  necessary to enable each of
          them to enter into this  Agreement in the case of the Borrower and the
          Supplemental  Letters  in the  case of the  Security  Parties  and all
          documents  and other  instruments  to be  executed  by each of them in
          connection therewith or pursuant thereto;

    5.1.6 evidence that the Borrower is in good standing  under the laws of the
          Marshall  Islands  and that each Owner is in good  standing  under the
          laws of the Relevant Jurisdiction;

    5.1.7 if so required by the Bank, legal opinions in relation to the laws of
          the  Marshall  Islands  and  Liberia in favour of the Bank  confirming
          (inter alia) the due execution of this Agreement and the  Supplemental
          Letters; and

    5.1.8 an original or  certified  true copy of a letter from the  Borrower's
          agent for receipt of service of proceedings  accepting its appointment
          under this Agreement as the Borrower's process agent.

     5.2  General conditions precedent

          The  agreement  of the Bank  referred  to in clause 2 shall be further
          subject to:

    5.2.1 the representations and warranties in clause 4 being true and correct
          on the  Effective  Date as if each was made with  respect to the facts
          and circumstances existing at such time; and

    5.2.2 no  Default  having  occurred  and  continuing  at  the  time  of the
          Effective Date.

     5.3  Waiver of conditions precedent

          The conditions  specified in this clause 5 are inserted solely for the
          benefit  of the Bank and may be waived by the Bank in whole or in part
          with or without conditions.

     6    Security Documents

          The Borrower  further  acknowledges  and agrees,  for the avoidance of
          doubt, that:

    6.1.1 each of the  Security  Documents  to  which  it is a  party,  and its
          obligations  thereunder,   shall  remain  in  full  force  and  effect
          notwithstanding the amendments made to the Principal Agreement by this
          Agreement; and

    6.1.2 with effect from the Effective Date, references to "the Agreement" or
          "the Loan Agreement" in any of the Security Documents to which it is a
          party shall  henceforth  be  reference to the  Principal  Agreement as
          amended by this Agreement and as from time to time hereafter amended.

     7    Expenses

          The Borrower hereby  undertakes to pay all legal and other expenses or
          disbursements incurred by the Bank in the negotiation, preparation and
          execution of this  Agreement and in connection  with the fulfilment of
          the conditions specified in clause 5.

     8    Miscellaneous and notices

     8.1  Notices

          The provisions of clause 16.1 of the Principal  Agreement shall extend
          and apply to the giving or making of notices or demands  hereunder  as
          if the same were expressly stated herein.

     8.2  Third Party Rights

          No  term  of this  Agreement  shall  be  enforceable  pursuant  to the
          Contracts  (Rights of Third Parties) Act 1999 by a person who is not a
          party to this Agreement.

     8.3  Counterparts

          This  Agreement may be executed in any number of  counterparts  and by
          the different parties on separate counterparts,  each of which when so
          executed and delivered shall be an original but all counterparts shall
          together constitute one and the same instrument.

     9    Law and jurisdiction

          This Agreement shall be governed by, and construed in accordance with,
          English law and the provisions of clause 17 of the Principal Agreement
          shall be deemed  incorporated  herein mutatis  mutandis as if the same
          were expressly stated herein.

IN WITNESS  WHEREOF the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.


SIGNED for and on behalf of    )          /s/ Stamotis Tsautauis
TOP TANKERS INC.               )          -----------------------
by Stamotis Tsautouis          )          Attorney-in-fact


SIGNED for and on behalf of    )          /s/ Graham Locker
THE ROYAL BANK OF SCOTLAND plc )          -----------------------
by Graham Locker               )          Authorized Signature