**EXHIBIT 2.3**

**Execution Copy**

 

**AMENDMENTTO INDENTURE**

THIS AMENDMENT, made as of March 31, 2006 (the “Amendment”), TO THE INDENTURE dated as ofDecember 20, 2005 (the “Indenture”) among LPG INTERNATIONAL INC. as Issuer, ULTRAPAR PARTICIPAÇÕES S.A. and OXITENO S.A. INDÚSTRIA E COMÉRCIO as Guarantors, JPMORGAN CHASE BANK, N.A. as Trustee,Transfer Agent and Registrar, J.P. MORGAN TRUST BANK LTD. as Principal Paying Agent, and J.P. MORGAN BANK LUXEMBOURG S.A. as Luxembourg Paying Agent, Luxembourg Transfer Agent and Luxembourg Listing Agent (collectively, the“Parties”). 

**W I T N E S S E T H**: 

**WHEREAS**, each of the Parties are party to the Indenture; 

**WHEREAS**, pursuant to Section 9.01 of the Indenture, the Parties thereto wish to amend or supplement the Agreement as set forth herein, without notice to or consent of any Noteholder;****

**NOW, THEREFORE**, for good and valuable consideration the receipt and sufficiency are hereby acknowledged, the Parties hereto agree as follows:

1.     Definitions. Except as otherwise set forth herein, capitalized terms used but not otherwise definedherein shall have the meanings ascribed to them in the Indenture. 

2.     Maturity Date. A new definition ishereby added to Section 1.01 of the Indenture which shall read as follows: 

“ “**Maturity Date**” meansDecember 20, 2015.” 

3.     Effective Date. This Amendment shall be effective as of the date hereof.

4.     Ratification. As amended and supplemented by this Amendment, the Indenture is in all respects ratifiedand confirmed, and the Indenture and this Amendment shall be read, taken and constructed as one instrument. 

5.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 

6.     Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument. 

 

 

[SIGNATURESCOMMENCE ON NEXT PAGE] 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date firstwritten above. 

 

 

LPG INTERNATIONAL INC.

as Issuer
By: /s/ Fabio Schvartsman 
Name:  Fabio Schvartsman

Title:    Director/Officer

 

 
By: /s/ Eduardo de Toledo 
Name:  Eduardo de Toledo

Title:    Director/Officer

 

 

ULTRAPAR PARTICIPAÇÕES S.A.

as Guarantor
By: /s/ Fabio Schvartsman 
Name:  Fabio Schvartsman

Title:    Chief Financial Officer

 

 
By: /s/ Eduardo de Toledo 
Name:  Eduardo de Toledo

Title:    Officer

 

 

OXITENO S.A. INDÚSTRIA E COMÉRCIO

as Guarantor
By: /s/ Roberto Kutschat Neto 
Name:  Roberto Kutschat Neto

Title:    Attorney-in-fact

 

 
By: /s/ Marcello De Simone 
Name:  Marcello De Simone

Title:    Attorney-in-fact

 

 

*Amendment to Indenture*

 

JPMORGAN CHASE BANK, N.A.

as Trustee, Transfer Agent, Registrar and Paying Agent
By: 
/s/ John T. Needham, Jr.
 
Name: John T. Needham, Jr.

Title: VicePresident

 

 
JPMORGAN TRUST BANK LTD. as Principal Paying AgentBy: 
/s/ John T. Needham, Jr.
 
Name: John T. Needham, Jr.

Title: VicePresident

 

 

J.P. MORGAN BANK LUXEMBOURG S.A.

asLuxembourg Paying Agent and Luxembourg Transfer Agent and Luxembourg Listing Agent
By: 
/s/ John T. Needham, Jr.
 
Name: John T. Needham, Jr.

Title: VicePresident

 

 

 
STATE OF NEW YORK )       :  ss.:COUNTY OF NEW YORK ) 
 

On the 31st day of March, in the year 2006,before me, the undersigned, a Notary Public in and for said State, personally appeared John T. Needham, Jr., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the foregoinginstrument and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 

 

/s/ James M.Foley                    

Notary Public 

 

 

 

*Amendment to Indenture*