PAGE 1


                                    Delaware

                                 The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "GREENVILLE TUBE COMPANY" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SIXTH DAY OF NOVEMBER, A.D.
2002, AT 4:30 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE FOURTH DAY OF APRIL, A.D. 2003, AT
12:30 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTIETH DAY OF JUNE, A.D. 2003, AT
4:04 O'CLOCK P.M.

     CERTIFICATE OF DESIGNATION, FILED THE TWENTIETH DAY OF JUNE, A.D. 2003, AT
4:10 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "GT ACQUISITION COMPANY"
TO "GREENVILLE TUBE COMPANY", FILED THE NINTH DAY OF JULY, A.D. 2003, AT 6:16
O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWELFTH DAY OF JANUARY, A.D. 2005, AT
6:02 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

3596008 8100H   [SEAL]                 AUTHENTICATION: 4921668
060694594                                        DATE: 07-24-06



                                                                          PAGE 2


                                    Delaware

                                 The First State

     AFORESAID CORPORATION, "GREENVILLE TUBE COMPANY".


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

3596008 8100H   [SEAL]                 AUTHENTICATION: 4921668
060694594                                        DATE: 07-24-06



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 11/26/2002
                                                          020732619 - 3596008

                          CERTIFICATE OF INCORPORATION

                                       OF

                             GT ACQUISITION COMPANY

                                   ARTICLE ONE

     The name of the corporation is GT Acquisition Company.

                                   ARTICLE TWO

     The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle,
Zip Code 19801. The name of its registered agent at that address is The
Corporation Trust Company.

                                  ARTICLE THREE

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

                                  ARTICLE FOUR

     The total number of shares of stock of all classes which the Corporation
has authority to issue is 40,000 shares, consisting of: (a) 10,000 shares of
Preferred Stock, with a $0.01 par value per share (the "Preferred Stock") and
(b) 30,000 shares of common stock, with a $0.01 par value per share (the "Common
Stock").

     The designations, powers, preferences, qualifications, limitations,
restrictions, and the special and relative rights of such shares are as follows:

     A. Series Preferred Stock.

          1. The Board of Directors of the Corporation is hereby expressly
authorized to provide for the issuance of shares of Preferred Stock, in one or
more series, and, by the adoption of a resolution or resolutions providing for
the issuance of such shares, to establish the number of shares to be included in
each such series, and to fix the designations, powers, preferences,
qualifications, limitations, restrictions, and the special and relative rights
of such shares. The authority of the Board of Directors with respect to each
such series shall include to the full extent now or hereafter permitted by the
General Corporation Law of the State of Delaware, but shall not be limited to,
the determination of the following:

               (a) The distinctive designation of each such series, the number
of shares which shall constitute such series,


                                       -1-



which number may be increased (except where otherwise provided by the Board of
Directors in creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by like action of the Board
of Directors, and the stated value, if any, of a share of such series.

               (b) The annual dividend rate, if any, for the shares of the
series; the conditions and the times upon which such dividends shall be payable;
the relative rights and priority, if any, that any such dividends shall bear to
the dividends payable on any other class or classes of stock or series thereof,
or any other series of the same class; whether any dividends shall be cumulative
or non-cumulative, and if cumulative, the date or dates from which dividends
shall accumulate thereon; whether the Corporation shall be required to pay such
dividends on specified dates, if the funds are legally available for the payment
thereof, or whether the payment of such dividends shall be entirely at the
discretion of the Board of Directors; and whether such dividends shall be
payable in cash or by the issuance of Common Stock or Preferred Stock of the
Corporation or in other property;

               (c) Whether the shares shall be subject to redemption by the
Corporation, and, if so, the time, prices, and other terms and conditions on
which such shares may be redeemed, including the date or dates upon or after
which they shall be redeemable and the price that the holders thereof shall be
entitled to receive upon redemption, which price, terms, and conditions may vary
under different conditions and at different redemption dates;

               (d) Whether the shares shall be subject to the operation of a
retirement or sinking fund for the redemption or repurchase of such shares, and
if so, the extent to and the manner in which such funds shall be applied to the
purchase or redemption of shares, or to other corporate purposes, and other
terms and provisions relative to the operation thereof;

               (e) Whether the shares shall be convertible into or exchangeable
for shares of any other class or classes, with or without par value, or of any
other series of the same class, and, if so, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange;

               (f) Whether the shares shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms and conditions under
which such voting rights may be exercised and the number of votes per share;

               (g) The amount, and the priority of the distribution thereof,
that the holders of the shares shall be entitled to receive, and the rights of
the shares in relation to the rights of shares in any other class or classes of
stock or series thereof, or any other series of the same class in the


                                       -2-



event of voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation;

               (h) Any other designations, powers, preferences, qualifications,
limitations, restrictions, and special and relative rights of such shares of
such series, as the Board of Directors may deem advisable and as shall not be
inconsistent with the provisions of this Restated Certificate of Incorporation.

          2. The holders of shares of the Preferred Stock of each series shall
be entitled upon liquidation or dissolution to upon the distribution of the
assets of the Corporation to such preferences as are provided in the resolution
or resolutions creating such series of preferred Stock, and no more, before any
distribution of the assets of the Corporation shall be made to the holders of
shares of Common Stock.

          3. In case the stated dividends and the amounts payable on liquidation
or dissolution or distribution of assets are not paid in full, the shares of all
series of Preferred Stock shall share ratably in the payment of dividends,
including accumulation, if any, in accordance with the sums which would be
payable on said shares if all dividends were declared and paid in full, and in
any distribution of assets other than by way of dividends in accordance with the
sums which would be payable on such distribution if all sums payable were
discharged in full.

          4. The Preferred Stock purchased, redeemed, or converted pursuant to
any of the provisions of the resolution of the Board of Directors creating each
series, shall, at the discretion of the Board of Directors, be held in the
treasury of the Corporation subject to reissuance, or shall, from time to time,
in the discretion of the Board of Directors, upon the filing and recording of
such certificate as may be in accordance with the General Corporation Law of the
State of Delaware, be returned to the status of authorized and unissued shares
of Preferred stock, in which event such shares shall no longer be part of the
series created in connection with the original issuance thereof.

     B. Common Stock. Except as otherwise provided by a resolution or
resolutions of the Board of Directors creating any series of Preferred Stock or
by the General Corporation Law of the State of Delaware, the holders of shares
of issued and outstanding Common Stock shall have and possess the exclusive
right to notice of stockholders' meetings, and the exclusive power to vote, on
the basis of one vote for each share of stock.

     C. Dividends and Distributions on Common Stock. Subject to any prior rights
of any series of Preferred Stock from time to time issued and outstanding, the
holders of Common Stock shall be entitled to receive per share of Common Stock
such sums or other property as the Board of Directors may from time to time
declare


                                       -3-



as dividends thereon, or authorize as Distributions thereon, out of any sums or
other property available to be distributed as dividends or Distributions, and to
receive any balance remaining in case of the dissolution, liquidation or winding
up of this Corporation, pro-rata in proportion to the number of shares of Common
Stock.

                                  ARTICLE FIVE

     The name and mailing address of the incorporator is:

          James V. Stepleton
          c/o Husch & Eppenberger, LLC
          190 Carondelet Plaza, Suite 600
          St. Louis, Missouri 63105

                                   ARTICLE SIX

     The Corporation shall have perpetual existence.

                                  ARTICLE SEVEN

     The number of Directors of the Corporation shall be fixed by, or in the
manner provided in the Bylaws of the Corporation. Elections of Directors need
not be by written ballot, except and to the extent provided in the Bylaws of the
Corporation.

                                  ARTICLE EIGHT

     The Board of Directors is expressly authorized to make, alter, amend and
repeal the Bylaws of the Corporation.

                                  ARTICLE NINE

     No member of the Board of Directors of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty to the Corporation or its stockholders as a director,
provided, however, that this Article Nine shall not limit such liability of a
member of the Board of Directors (i) for any breach of such member's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174, as amended, of the Delaware General Corporation
Law, or (iv) for any transaction from which the member derived an improper
personal benefit.

                                   ARTICLE TEN

     The Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.


                                       -4-



     I, the undersigned incorporator, for the purpose of forming a corporation
under the General Corporation Law of the State of Delaware, do make, file, and
record this Certificate of Incorporation, and do certify that the facts herein
stated are true, and I have accordingly hereunto set my hand this 25th day of
November, 2002.


                                           /s/ James V. Stepleton
                                           -------------------------------------
                                           James V. Stepleton, Incorporator


                                       -5-



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 12:30 PM 04/04/2003
                                                          030225590 - 3596008

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             GT ACQUISITION COMPANY

     GT Acquisition Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Directors and
Stockholders on March 25, 2003 was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:

     WHEREAS, the Board of Directors has recommended to the stockholders of the
     corporation that the Certificate of Incorporation be amended;

          NOW THEREFORE, BE IT RESOLVED, that Article Four of the Corporation's
     Certificate of Incorporation be, and hereby is, amended to read as follows:

                                  ARTICLE FOUR

          The aggregate number and par value of shares that the Corporation
     shall have authority to issue shall be 560,000 shares, consisting of: (a)
     550,00 shares of common stock, with a $0.01 par value per share (the
     "Common Stock"), of which 500,000 shares shall be Series A Voting common
     stock, with a $0.01 par value per share (the "Series A Common Stock") and
     50,000 shares shall be Series B Non-Voting common stock, with a $0.01 par
     value per share (the "Series B Common Stock") and (b) 10,000 shares of
     Preferred Stock, with a $0.01 par value per share (the "Preferred Stock").

          The designations, powers, preferences, qualifications, limitations,
     restrictions, and the special and relative rights of such shares are as
     follows:

          A. Preferred Stock.

               1. The Board of Directors of the Corporation is hereby expressly
     authorized to provide for the issuance of shares of Preferred Stock, in one
     or more series, and, by the adoption of a resolution or resolutions
     providing for the issuance of such shares, to establish the number of
     shares to be included in each such series, and to fix the designations,
     powers, preferences, qualifications,



     limitations, restrictions, and the special and relative rights of such
     shares. The authority of the Board of Directors with respect to each such
     series shall include to the full extent now or hereafter permitted by The
     General Corporation Law of Delaware, but shall not be limited to, the
     determination of the following:

                    (a) The distinctive designation of each such series, the
     number of shares which shall constitute such series, which number may be
     increased (except where otherwise provided by the Board of Directors in
     creating such series) or decreased (but not below the number of shares
     thereof then outstanding) from time to time by like action of the Board of
     Directors, and the stated value, if any, of a share of such series.

                    (b) The annual dividend rate, if any, for the shares of the
     series; the conditions and the times upon which such dividends shall be
     payable; the relative rights and priority, if any, that any such dividends
     shall bear to the dividends payable on any other class or classes of stock
     or series thereof, or any other series of the same class; whether any
     dividends shall be cumulative or non-cumulative, and if cumulative, the
     date or dates from which dividends shall accumulate thereon; whether the
     Corporation shall be required to pay such dividends on specified dates, if
     the funds are legally available for the payment thereof, or whether the
     payment of such dividends shall be entirely at the discretion of the Board
     of Directors; and whether such dividends shall be payable in cash or other
     assets, including capital stock of the Corporation.;

                    (c) Whether the shares shall be subject to redemption by the
     Corporation, and, if so, the time, prices, and other terms and conditions
     on which such shares may be redeemed, including the date or dates upon or
     after which they shall be redeemable and the price that the holders thereof
     shall be entitled to receive upon redemption, which price, terms, and
     conditions may vary under different conditions and at different redemption
     dates;

                    (d) Whether the shares shall be subject to the operation of
     a retirement or sinking fund for the redemption or repurchase of such
     shares, and if so, the extent to and the manner in which such funds shall
     be applied to the purchase or redemption of shares, or to other corporate
     purposes, and other terms and provisions relative to the operation thereof;

                    (e) Whether the shares shall be convertible into or
     exchangeable for shares of any other class or classes, with or without par
     value, or of any other series of the same class, and, if so, the times,
     prices, rates, adjustments, and other terms and conditions of such
     conversion or exchange;

                    (f) Whether the shares shall have voting rights, in addition
     to the voting rights provided by law, and, if so, the terms and conditions
     under which such voting rights may be exercised and the number of votes per
     share;


                                        2



                    (g) The amount, and the priority of the distribution
     thereof, that the holders of the shares shall be entitled to receive, and
     the rights of the shares in relation to the rights of shares in any other
     class or classes of stock or series thereof, or any other series of the
     same class in the event of voluntary or involuntary liquidation,
     dissolution, or winding up of the Corporation;

                    (h) Any other designations, powers, preferences,
     qualifications, limitations, restrictions, and special and relative rights
     of such shares of such series, as the Board of Directors may deem advisable
     and as shall not be inconsistent with the provisions of these Articles of
     Incorporation.

               2. The holders of shares of the Preferred Stock of each series
     shall be entitled upon liquidation or dissolution or upon the distribution
     of the assets of the Corporation to such preferences as are provided in the
     resolution or resolutions creating such series of Preferred Stock, and no
     more, before any distribution of the assets of the Corporation shall be
     made to the holders of shares of Common Stock.

               3. In case the stated dividends and the amounts payable on
     liquidation or dissolution or distribution of assets are not paid in full,
     the shares of all series of Preferred Stock shall share ratably in the
     payment of dividends, including accumulation, if any, in accordance with
     the sums which would be payable on said shares if all dividends were
     declared and paid in full, and in any distribution of assets other than by
     way of dividends in accordance with the sums which would be payable on such
     distribution if all sums payable were discharged in full.

               4. The Preferred Stock purchased, redeemed, or converted pursuant
     to any of the provisions of the resolution of the Board of Directors
     creating each series, shall, at the discretion of the Board of Directors,
     be held in the treasury of the Corporation subject to reissuance, or shall,
     from time to time, in the discretion of the Board of Directors, upon the
     filing and recording of such certificate as may be in accordance with The
     General Corporation Law of Delaware, be returned to the status of
     authorized and unissued shares of Preferred Stock, in which event such
     shares shall no longer be part of the series created in connection with the
     original issuance thereof.

          B. Common Stock.

               1. In addition to the designations, powers, preferences,
     qualifications, limitations, restrictions, and special and relative rights,
     if any, of the Series A Common Stock and the Series B Common Stock
     hereafter set forth in these Articles of Incorporation, the Board of
     Directors of the Corporation is hereby expressly authorized to provide for
     the issuance of shares of Common Stock, in one or more series, by the
     adoption of a resolution or resolutions


                                        3



     providing for the issuance of such shares, to establish the number of
     shares to be included in each such series, and to fix the designations,
     powers, preferences, qualifications, limitations, restrictions, and the
     special and relative rights of such shares. The authority of the Board of
     Directors with respect to each such series shall include to the full extent
     now or hereafter permitted by The General Corporation Law of Delaware, but
     shall not be limited to, the determination of the following:

                    (a) The distinctive designation of each such series, the
     number of shares which shall constitute such series, which number may be
     increased (except where otherwise provided by the Board of Directors in
     creating such series) or decreased (but not below the number of shares
     thereof then outstanding) from time to time by like action of the Board of
     Directors, and the stated value, if any, of a share of such series.

                    (b) Whether the shares shall be subject to redemption by the
     Corporation, and, if so, the time, prices, and other terms and conditions
     on which such shares may be redeemed, including the date or dates upon or
     after which they shall be redeemable and the price that the holders thereof
     shall be entitled to receive upon redemption, which price, terms, and
     conditions may vary under different conditions and at different redemption
     dates;

                    (c) Whether the shares shall be subject to the operation of
     a retirement or sinking fund for the redemption or repurchase of such
     shares, and if so, the extent to and the manner in which such funds shall
     be applied to the purchase or redemption of shares, or to other corporate
     purposes, and other terms and provisions relative to the operation thereof;

                    (d) Whether the shares shall be convertible into or
     exchangeable for shares of any other class or classes, with or without par
     value, or of any other series of the same class, and, if so, the times,
     prices, rates, adjustments, and other terms and conditions of such
     conversion or exchange;

                    (e) Whether the shares shall have voting rights, in addition
     to the voting rights provided by law, and, if so, the terms and conditions
     under which such voting rights may be exercised and the number of votes per
     share;

                    (f) Any other designations, powers, preferences,
     qualifications, limitations, restrictions, and special and relative rights
     of such shares of such series, as the Board of Directors may deem advisable
     and as shall not be inconsistent with the provisions of these Articles of
     Incorporation.

               2. Subject to any prior rights of any series of Preferred Stock
     from time to time issued and outstanding, the holders of the Common Stock
     shall be entitled to receive such sums as the Board of Directors may from
     time to time


                                        4



     declare as dividends thereon, or authorize as distributions thereon, out of
     any sums available to be distributed as dividends, and to receive any
     balance remaining in case of the dissolution, liquidation or winding up of
     this Corporation. Specifically, the shares of all series of Common Stock
     shall share ratably in any distribution of the assets of the Corporation.

               3. The shares of all series of Common Stock shall share ratably
     in the payment of dividends, whether in cash or other assets, including
     capital stock of the Corporation.

               4. The Common Stock purchased, redeemed, or converted pursuant to
     these Articles of Incorporation or any of the provisions of the resolution
     of the Board of Directors creating each series, shall, at the discretion of
     the Board of Directors, be held in the treasury of the Corporation subject
     to reissuance, or shall, from time to time, in the discretion of the Board
     of Directors, upon the filing and recording of such certificate as may be
     in accordance with The General Corporation Law of Delaware, be returned to
     the status of authorized and unissued shares of Common Stock, in which
     event such shares shall no longer be part of the series created in
     connection with the original issuance thereof.

               5. Except as otherwise provided in these Articles of
     Incorporation or by resolution or resolutions of the Board of Directors
     creating any series of Preferred Stock or Common Stock or by The General
     Corporation Law of Delaware, the holders of the Series A Common Stock
     issued and outstanding shall have and possess the exclusive right to notice
     of shareholders' meetings and the exclusive power to vote, on the basis of
     one vote for each share of Series A Common Stock.

               6. Except as otherwise provided by The General Corporation Law of
     Delaware, while any shares of Series A Common Stock are issued and
     outstanding, the holders of the Series B Common Stock issued and
     outstanding shall not have any right to notice of shareholders' meetings or
     any power to vote with respect to the Series B Common Stock. If no shares
     of the Series A Common Stock are issued and outstanding, the holders of
     issued and outstanding shares of the Series B Common Stock shall have the
     right to notice of shareholders' meetings and the power to vote on the
     basis of one vote for each share of Series B Common Stock.

          BE IT FURTHER RESOLVED, that the Corporation shall file a Certificate
     of Amendment of Certificate of Incorporation with the Secretary of State of
     the State of Delaware setting forth the aforesaid amendment to the
     Certificate of Incorporation of the Corporation.


                                        5



     IN WITNESS WHEREOF, GT Acquisition Company has caused this Certificate to
be signed by its duly authorized officer, this 28th day of March, 2003.

                                                GT ACQUISITION COMPANY


                                                By: /s/ Stephen B. Broun
                                                    ----------------------------
                                                    Stephen B. Broun, President


                                        6



      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 04:10 PM 06/20/2003
  FILED 04:04 PM 06/20/2003
SRV 030409940 - 3596008 FILE

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             GT ACQUISITION COMPANY

     GT Acquisition Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Directors and
Stockholder on June 16, 2003 was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware:

               NOW THEREFORE, BE IT RESOLVED, that the first paragraph of
          Article Four of the Corporation's Certificate of Incorporation be, and
          hereby is, amended to read as follows:

                    The aggregate number and par value of shares that the
               Corporation shall have authority to issue shall be 610,000
               shares, consisting of: (a) 600,000 shares of common stock, with a
               $0.01 par value per share (the "Common Stock"), of which 500,000
               shares shall be Series A Voting common stock, with a $0.01 par
               value per share (the "Series A Common Stock") and 100,000 shares
               shall be Series B Non-Voting common stock, with a $0.01 par value
               per share (the "Series B Common Stock") and (b) 10,000 shares of
               Preferred Stock, with a $0.01 par value per share (the "Preferred
               Stock").

               BE IT FURTHER RESOLVED, that the Corporation shall file a
          Certificate of Amendment of Certificate of Incorporation with the
          Secretary of State of the State of Delaware setting forth the
          aforesaid amendment to the Certificate of Incorporation of the
          Corporation.

     IN WITNESS WHEREOF, GT Acquisition Company has caused this Certificate to
be signed by its duly authorized officer, this 16th day of June, 2003.

                                     GT ACQUISITION COMPANY


                                     By: /s/ Stephen B. Broun
                                         ---------------------------------------
                                         Stephen B. Broun, President



      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 04:10 PM 06/20/2003
  FILED 04:10 PM 06/20/2003
SRV 030409946 - 3596008 FILE

                           CERTIFICATE OF DESIGNATION
                 SETTING FORTH "RESOLUTION DESIGNATING SERIES A
                     REDEEMABLE PREFERRED SHARES AND FIXING
                         PREFERENCES AND RIGHTS THEREOF"
                      ADOPTED BY THE BOARD OF DIRECTORS OF
                             GT ACQUISITION COMPANY

                Pursuant to the Provisions of Section 151 of the
                      General Corporation Law of the State
                            of Delaware, as amended,

     I, the undersigned, President of GT Acquisition Company, a Delaware
corporation (hereinafter sometimes referred to as the "Corporation"), hereby
certify as follows:

     FIRST: that under the provisions of Article Four of the Certificate of
Incorporation of the Corporation, the total number of shares of all classes of
capital stock which the Corporation may issue is 610,000 shares, of which (i)
600,000 shall be shares of common stock, par value $.01 per share (the "Common
Stock"), 500,000 of which have been designated as Series A Voting Common Stock
(the "Series A Common Stock") and 100,000 of which have been designated as
Series B Non-Voting Common Stock (the "Series B Common Stock"), and (ii) 10,000
shall be preferred stock (the "Preferred Stock"), and under the Articles of
Incorporation of the Corporation, the shares of Preferred Stock and shares of
Common Stock are authorized to be issued by the Board of Directors in one or
more series and the Board of Directors is expressly authorized to determine in
the Resolution, the designations, powers, rights, preferences and
qualifications, limitations or restrictions of each series, not fixed and
determined by the Certificate of Incorporation.

     SECOND: That the Board of Directors of the Corporation pursuant to the
authority so vested in it by Article Four of the Certificate of Incorporation,
and in accordance with the provisions of Section 151 of the General Corporation
Law of the State of Delaware, as amended, adopted on June 16, 2003, the
following resolution creating a series of Preferred Stock designated as "Series
A Redeemable Preferred Stock", which resolution has not been amended, modified,
rescinded or revoked and is in full force and effect on the date hereof:



                    "RESOLUTION OF THE BOARD OF DIRECTORS OF

                   GT ACQUISITION COMPANY DESIGNATING SERIES A

      REDEEMABLE PREFERRED STOCK AND FIXING PREFERENCES AND RIGHTS THEREOF"

     BE IT RESOLVED, that pursuant to authority expressly granted to and vested
in the Board of Directors of GT Acquisition Company, hereinafter called the
"Corporation", by the provisions of the Certificate of Incorporation, the Board
of Directors of the Corporation hereby fixes the designation, voting powers,
rights on liquidation or dissolution and other preferences and rights, and the
qualifications, limitations or restrictions thereof, of the shares of such
series (in addition to the designations, preferences and relative rights; and
the qualifications, limitations or restrictions thereof set forth in the
Articles of Incorporation which are applicable to the Series A Redeemable
Preferred Stock) as follows:

     1. Number of Shares, Designation and Ranking. This series of preferred
stock shall be designated as Series A Redeemable Preferred Stock and the number
of shares which shall constitute such series shall not be more than 2,500
shares, par value $.01 per share, which number may be decreased (but not below
the aggregate number thereof then outstanding and/or which have been reserved
for issuance) from time to time by the Board of Directors and is hereafter in
this resolution called the "Series A Preferred Stock".

     2. Dividends. Holders of issued and outstanding shares of Series A
Preferred Stock shall be entitled to receive dividends when and as declared by
the Board of Directors, payable out of funds legally available therefor. Such
dividends shall be payable only when, as, and if declared by the Board of
Directors and shall be cumulative. Except for required repurchases of Common
Stock pursuant to a contract to which the Corporation is a party, no dividends
or Distributions (other than those payable solely in the Common Stock of the
Corporation) shall be paid on any Junior Security of the Corporation until in
the same amount per share of issued and outstanding Series A Preferred Stock
have been declared and paid and all other accumulated but unpaid dividends on
the Series A Preferred Stock have been paid. Dividends shall be paid by mailing
the Corporation's check in the proper amount to each holder (or the designee of
such holder) of record of shares of Series A Preferred Stock at such holder's
address (or designee's address) as it appears on the Corporation's register at
least three days prior to the date established by the Board of Directors for


                                        2



payment of each dividend or by transferring funds to such holder (or designee)
by wire transfer or otherwise pursuant to such holder's written instructions to
the Corporation so as to be received by such holder (or designee) on the due
date of such dividend.

     3. Liquidation. Upon any liquidation, dissolution, or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series A
Preferred Stock shall be entitled, before any Distribution is made upon any
Junior Securities of the Corporation, to be paid out of the assets of the
Corporation available for distribution to its shareholders (whether from
capital, surplus, or earnings), an amount in cash equal to the aggregate
Liquidation Value of all shares of Series A Preferred Shares outstanding, and
upon receipt of such payment the holders of shares of the Series A Preferred
Stock shall not be entitled to any further payment. Upon any such liquidation,
dissolution, or winding up of the Corporation, after the holders of shares of
Series A Preferred Stock shall have been paid in full the amounts to which they
shall be entitled, the remaining assets of the Corporation may be distributed to
the holders of Junior Securities of the Corporation. Written notice of such
liquidation, dissolution, or winding up, stating a payment date, the amount of
the payment, and the place where the amounts distributable shall be payable,
shall be mailed by the Corporation by certified or registered mail, return
receipt requested, not less than ten (10) days prior to the payment date stated
therein, to each record holder of any shares of Series A Preferred Stock at the
address of such record holder shown on the Corporation's records. Neither the
consolidation or merger of the Corporation into or with any other corporation,
other entity, corporations, or other entities, nor the sale or other disposition
by the Corporation of less than substantially all of its operating assets, or a
mortgage or pledge of all or any part of the Corporation's assets, nor any
reduction of the capital stock of the Corporation, shall be deemed to be a
liquidation, dissolution, or winding up of the Corporation within the meaning of
any provision of this paragraph 3.

     4. Scheduled Redemptions.

          4A. Mandatory Redemptions. The Corporation shall, to the extent
permitted by law and in the manner set forth herein, purchase and redeem from
the holders thereof all shares of Series A Preferred Stock at the Liquidation
Value thereof on June 30, 2008.

          4B. Rights After Redemption Date. Upon payment of the full Liquidation
Value of any shares of Series A Preferred Share on any Series A Redemption Date,
or upon deposit of the Liquidation Value thereof as


                                        3



described in paragraph 4D of this Certificate, such shares of Series A Preferred
Stock shall cease to be entitled to any dividends declared by the Corporation's
Board of Directors after its Series A Redemption Date, and on such Series A
Redemption Date all rights of the holder of such shares of Series Preferred
Stock as a shareholder of the Corporation by reason of the ownership of such
share shall cease, except the right to receive the Liquidation Value of such
share of Series A Preferred Stock upon presentation and surrender of the
certificate representing such share of Series A Preferred Stock, and such share
of Series A Preferred Stock after such Redemption Date shall be deemed not to be
outstanding. If the Corporation fails to pay the full liquidation Value of any
share of Series A Preferred Stock on its Series A Redemption Date, then such
share shall remain outstanding until the Liquidation Value thereof shall have
been paid in full.

          4C. Form of Payment. Payment for any and all shares of Series
A Preferred Stock redeemed by the Corporation pursuant to this paragraph 4 shall
be paid by the Corporation's check in the proper amount mailed to each
appropriate holder, or by wire transfer if the holder thereof has previously
given written wire transfer instructions to the Corporation, on the later of (i)
the second business day immediately preceding the Series A Redemption Date if
payment is by the Corporation's check, or on the Series A Redemption Date if
Payment is by wire transfer, or (ii) the Corporation's receipt from such holder
of the certificate(s) evidencing the shares of Series A Preferred Stock to be
redeemed, duly endorsed for transfer.

          4D. Deposit of Redemption Price. If on or before the Series A
Redemption Date of any share of Series Preferred Stock, the Corporation shall
deposit the amount of the liquidation Value thereof as of such Series A
Redemption Date with Commerce Bank of St Louis or its successor and assign, in
trust for the benefit of the holder of such share of Series A Preferred Stock,
such share shall be deemed to have been redeemed on the Series A Redemption Date
therefor, whether or not the certificate for such share of Series A Preferred
Stock shall be surrendered and canceled.

          4E. Insufficiency of Legally Available Funds. If any portion of the
redemption price of any of the shares of Series A Preferred Stock is not paid as
a result of any insufficiency of legally available funds or otherwise, such
portion shall remain an obligation of the Corporation and shall become due and
payable, in cash or immediately available funds, as soon as there are funds
legally available therefor, together with interest thereon computed at the from
time to time publicly announced price or base rate of Commerce Bank of St Louis
or its successors and assigns.


                                        4



     5. Optional Redemptions.

          5A. Redemption at Option of Holder. The Corporation shall, to the
extent permitted by law and from funds legally available therefor, redeem 100%
of the issued and outstanding shares of Series A Preferred Stock for the
Liquidation Value thereof on the fifteenth day following receipt from the
holders of a majority of the issued and outstanding shares of Series A Preferred
Stock of a notice requiring redemption because of (i) the occurrence of an
"Event of Default" under and as defined in that certain Subscription and
Shareholders' Agreement among the Corporation and the Shareholders named therein
pursuant to which shares of the Series A Preferred Stock were issued (the
"Subscription Agreement"), or (ii) the Corporation's filing of a registration
statement (other than a registration statement on Form S-8) with the Securities
and Exchange Commission under the Securities Act of 1933 for itself or on behalf
of any of its stockholders to register the offer and sale of any class or kind
of security of the Corporation.

          5B. Redemption at Option of Corporation. The Corporation, at its sole
election may, to the extent permitted by law and from funds legally available
therefor, redeem from time to time all or part of the shares of Series A
Preferred Stock at the Liquidation Value thereof (such redemption to be as
nearly as possible prorata if there is then more than one holder of Shares of
Series A Preferred Stock); provided, that any such partial redemption shall be
for a minimum of the lesser of 500 shares or all remaining issued and
outstanding shares.

          5C. Procedure. The provisions of subparagraphs 4B through 4E above
shall apply with respect to redemptions under this paragraph 5.

     6. No Other Issuance. Any shares of Series A Preferred Stock redeemed by
the Corporation pursuant to paragraph 4 or 5 or otherwise acquired by the
Corporation in any manner whatsoever, shall be canceled and shall not under any
circumstances be reissued, sold, or transferred by the Corporation. The
Corporation shall issue shares of Series A Preferred Stock only in accordance
with the terms of the Subscription Agreement

     7. Voting Rights. Tie Series A Preferred Stock shall not have any voting
rights other than those voting rights required under the General Corporation Law
of Delaware, provided that the affirmative vote of all issued and outstanding
shares of Series A Preferred Stock shall be required to amend, alter, or repeal
any provision of these designations.


                                        5



     8. No Parity or Priority Stock. So long as any shares of Series A Preferred
Stock shall be outstanding, the Corporation shall not create or issue any class,
series, or kind of security ranking as to redemption or liquidation preference
on a parity with or prior to the Series A Preferred Stock, or ranking as to
dividends on a parity with or prior to the Series A Preferred Stock.

     9. Closing of Books, Except as provided in the Subscription Agreement, the
Corporation will not close its books against the transfer of any shares of
Series A Preferred Stock.

     10. Registration of Transfer. The Corporation shall keep at its principal
office in the State of Pennsylvania (or at such other place as the Corporation
reasonably designates) a register for the registration of the shares of Series A
Preferred Stock. Upon the surrender of any certificate representing shares of
Series A Preferred Stock at such place, the Corporation shall, at the request of
the registered holder of such certificate, execute and deliver a new certificate
or certificates represented by the surrendered certificate (and the Corporation
forthwith shall cancel such surrendered certificate), subject to the
requirements of applicable securities laws. Each such new certificate shall be
registered in such name and shall represent such number of shares of Series A
Preferred Stock as shall be requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate. The issuance of new certificates shall be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
issuance; provided that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of the
surrendered certificate.

     11. Replacement.

          11 A. Lost or Destroyed Certificates. Upon receipt of evidence
reasonably satisfactory to the Corporation (for persons who purchased the shares
of Series A Preferred Stock originally from the Corporation, an affidavit of the
registered holder, without bond, shall be satisfactory) of the ownership and the
loss, theft, destruction or mutilation of any certificate evidencing one or more
shares of Series A Preferred Stock and, in the case of any such loss, theft or
destruction, upon recent of indemnity reasonably satisfactory to the
Corporation, or, in the case of any such mutilation, upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of Series A Preferred Stock represented


                                        6



by such lost, stolen, destroyed or mutilated certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate, on which dividends shall
be calculated cumulatively on a daily basis from the date to which dividends
have been fully paid on such lost, stolen, destroyed or mutilated certificate at
the rate and in the manner applicable to such certificate.

          11 B. Effect of Replacement. The term "outstanding" when used herein
with reference to shares of Series A Preferred Stock as of any particular time
shall not include any shares of Series A Preferred Stock represented by any
certificate in lieu of which a new certificate has been executed and delivered
by the Corporation in accordance with paragraph 10 or paragraph 11 A, but shall
include only those shares of Series A Preferred Stock represented by such new
certificate.

     12. Definitions. The following terms shall have the following meanings,
which meanings shall be equally applicable to the singular and plural forms of
such terms:

          (i) "Business Day" means any day which is not a Saturday or a Sunday
or a day on which banks are permitted to close in St. Louis, Missouri.

          (ii) "Common Stock" means the Corporation's common stock, par value
$.01 per share.

          (iii) "Corporation" means GT Acquisition Company, a Missouri
corporation.

          (iv) "Distribution" means the transfer of cash or property without
fair consideration to any holder of equity securities of the Corporation,
whether by way of dividend or otherwise, payable other than in common stock, or
the purchase or redemption of shares of the Corporation (other than the Series A
Preferred Stock and other than as permitted by the terms of the Subscription
Agreement) for cash or property, including any such transfer, purchase, or
redemption by a subsidiary of the Corporation.

          (v) "Junior Security" means any equity security of any kind (other
than the Series A Preferred Stock) that the Corporation shall at any time issue
or be authorized to issue, including the Common Stock.


                                        7



          (vi) "Liquidation Value" of any share of Series A Preferred Stock as
of any particular date shall be equal to the sum of the Stated Value thereof,
plus an amount equal to any accumulated unpaid dividends on such share of Series
A Preferred Stock.

          (vii) "Person" includes an individual, a partnership, a corporation,
limited liability company, a trust, a joint venture, an unincorporated
organization and a government or any department or agency thereof.

          (viii) "Series A Redemption Date" means any date on which any shares
of Series A Preferred Stock are required to be redeemed by the Corporation.

          (ix) "Stated Value" or "stated value" of any share of Series A
Preferred Stock means $1,000.00.

                         *** Signature Page follows ***


                                        8



     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be duly executed by its President and Chief Executive Officer
this 16th day of June, 2003.

                                         GT ACQUISITION COMPANY


                                         By: /s/ Stephen B. Broun
                                             -----------------------------------
                                             Name: Stephen B. Broun
                                             Title: President


                                        9



      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 07:21 PM 07/09/2003
  FILED 06:16 PM 07/09/2003
SRV 030452446 - 3596008 FILE

                           CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                             GT ACQUISITION COMPANY

     GT Acquisition Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Directors and
Stockholders on June 30, 2003 was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware:

               NOW THEREFORE, BE IT RESOLVED, that Article One of the
          Corporation's Certificate of Incorporation be, and hereby is, amended
          to read as follows:

                    The name of the corporation is Greenville Tube Company.

               BE IT FURTHER RESOLVED, that the Corporation shall file a
          Certificate of Amendment of Certificate of Incorporation with the
          Secretary of State of the State of Delaware setting forth the
          aforesaid amendment to the Certificate of Incorporation of the
          Corporation.

     IN WITNESS WHEREOF, GT Acquisition Company has caused this Certificate to
be signed by its duly authorized officer, this 30th day of June, 2003.

                                         GT ACQUISITION COMPANY


                                         By: /s/ Stephen B. Broun
                                             -----------------------------------
                                             Stephen B. Broun, President



                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 06:40 PM 01/12/2005
                                                     FILED 06:02 PM 01/12/2005
                                                   SRV 050029521 - 3596008 FILE

                            CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             GREENVILLE TUBE COMPANY

     Greenville Tube Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Directors and
Stockholders on January 7, 2005 was duly adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware:

               NOW THEREFORE, BE IT RESOLVED, that the first paragraph of
          Article Four of the Corporation's Certificate of Incorporation be, and
          hereby is, amended to read as follows:

                    The aggregate number and par value of shares that the
               Corporation shall have authority to issue shall be 710,000
               shares, consisting of: (a) 700,000 shares of common stock, with a
               $0.01 par value per share (the "Common Stock"), of which 500,000
               shares shall be Series A Voting common stock, with a $0.01 par
               value per share (the "Series A Common Stock") and 200,000 shares
               shall be Series B Non-Voting common stock, with a $0.01 par value
               per share (the "Series B Common Stock") and (b) 10,000 shares of
               Preferred Stock, with a $0.01 par value per share (the "Preferred
               Stock").

     IN WITNESS WHEREOF, Greenville Tube Company has caused this Certificate to
be signed by its duly authorized officer, this 7th day of January, 2005.

                                                GREENVILLE TUBE COMPANY


                                                By: /s/ Charles E. Downs
                                                    ----------------------------
                                                    Charles E. Downs, President