<PAGE>   1
                                                                     EXHIBIT 3.4


                              AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                         KEY PLASTICS TECHNOLOGY, L.L.C.

        * Approximately 5 pages of this document has been redacted pursuant to
      a request for confidential treatment pursuant to Rule 24b-2 under the
      Securities  Exchange Act of 1934, as amended, to the Securities and
      Exchange Commission (the "SEC"). An unredacted version of this
      document has been filed separately with the SEC.


<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>   <C>                                                                   <C>
      Recitals ............................................................ 1

1.    Organization of Company ............................................. 2
      1.1    Formation .................................................... 2
      1.2    Name and Office .............................................. 2
      1.3    Duration ..................................................... 2
      1.4    Registered Office and Resident Agent ......................... 2

2.    Definitions ......................................................... 2

3.    Purposes ............................................................ 6

4.    Capital Contributions; Borrowings ................................... 6
      4.1    Initial Capital Contributions of Members ..................... 6
      4.2    Additional Capital Contributions ............................. 6
      4.3    Withdrawals .................................................. 7
      4.4    Borrowings ................................................... 7
      4.5    Additional Members ........................................... 7

5.    Management .......................................................... 8
      5.1    Generally .................................................... 8
      5.2    Management Committee ......................................... 8
      5.3    Management Committee Meetings ................................ 9
      5.4    Powers of the Management Committee ........................... 10
      5.5    Limitations on Powers ........................................ 11
      5.6    Self-Dealing ................................................. 12
      5.7    Liability of the Members and Committee Members ............... 13
      5.8    Indemnity .................................................... 13
      5.9    Compensation and Reimbursement ............................... 14
      5.10   Devotion of Time to Company .................................. 14
      5.11   Resignation .................................................. 14
      5.12   Removal ...................................................... 14
      5.13   Vacancies .................................................... 14
      5.14   Termination of Certain Provisions ............................ 14

6.    Meetings of Members ................................................. 15
      6.1    Rights of the Members ........................................ 15
      6.2    Voting ....................................................... 15
      6.3    Meetings ..................................................... 15
      6.4    Consent ...................................................... 15

7.    Capital Accounts; Profits and Losses; Distributions ................. 16
      7.1    Capital Accounts ............................................. 16
      7.2    Allocation of Profits and Losses ............................. 16
      7.3    Distributions ................................................ 17
      7.4    Other Allocations ............................................ 17
               (a) Compliance With Treasury Regulations ................... 17
               (b) Only Required Modifications ............................ 18
               (c) Company Minimum Gain Chargeback ........................ 18
               (d) Member Minimum Gain Chargeback ......................... 18
</TABLE>



                                      i
<PAGE>   3

<TABLE>
<S>                                                                         <C>
               (e) Qualified Income Offset ................................ 18
               (f) Gross Income Allocation ................................ 19
               (g) Allocation of Nonrecourse Deductions ................... 19
               (h) Member Nonrecourse Deductions .......................... 19
               (i) Curative Allocations ................................... 19
               (j) Advice of Accountants .................................. 19
               (k) Section 754 Election ................................... 19
               (l) Imputed Interest ....................................... 20
               (m) Contributed Property ................................... 20
        7.5  Share of Excess Nonrecourse Liabilities ...................... 20

8.      Adjustments to Membership Percentages ............................. 20

9.      Term of Company ................................................... 22
        9.1  Commencement ................................................. 22
        9.2  Dissolution .................................................. 22

10.     Application of Assets ............................................. 23

11.     Restrictions on Assignability of Interests ........................ 23
        11.1  Permitted Assignments ....................................... 23
        11.2  Admission of Assignees as Members ........................... 23
        11.3  Restrictions on Transfers ................................... 24

12.     Section 754 Election .............................................. 24

13.     Arbitration ....................................................... 25

14.     Investment Representations ........................................ 25

15.     Amendments ........................................................ 25

16.     Miscellaneous Provisions .......................................... 26
        16.1 Books of Account; Reports .................................... 26
        16.2 Bank Accounts and Investment of Funds ........................ 26
        16.3 Accounting Decisions ......................................... 26
        16.4 Federal Income Tax Election .................................. 26
        16.5 Entire Agreement ............................................. 27
        16.6 Notices ...................................................... 27
        16.7 Further Execution ............................................ 27
        16.8 Binding Effect ............................................... 27
        16.9 Severability ................................................. 27
        16.10 Captions .................................................... 27
        16.11 Counterparts ................................................ 28
        16.12 Michigan Law to Control ..................................... 28

       EXHIBIT A .......................................................... A-1

       EXHIBIT B .......................................................... B-1
</TABLE>


                                     ii

<PAGE>   4

                               AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                         KEY PLASTICS TECHNOLOGY, L.L.C.


         THIS AMENDED AND RESTATED OPERATING AGREEMENT of Key Plastics
Technology, L.L.C., a Michigan limited liability company ("Company"), is made
and entered into as of February 9, 1998 by and among (i) the Company, (ii) Key
Plastics, Inc., a Michigan corporation ("Plastics"), and (iii) Paribas Principal
Incorporated, a New York corporation ("Paribas") (parties (ii) and (iii)
together referred to as the "Members").

                                    Recitals:

         A.       The Company is a Michigan limited liability company that was
                  formed under the Act pursuant to Articles of Organization
                  filed with the Michigan Department of Consumer and Industry
                  Services ("Department") on September 16, 1996, and an
                  Operating Agreement effective as of September 16, 1996
                  ("Operating Agreement").

         B.       The name of the Company is Key Plastics Technology, L.L.C. Its
                  name will be changed to Key Plastics L.L.C. pursuant to an
                  Amendment to the Articles that will be filed with the
                  Department as soon as practicable after the effective date of
                  this Agreement.

         C.       Effective February 9, 1998, Plastics contributed all of its
                  assets (except the Excluded Assets) and liabilities to the
                  Company as a capital contribution.

         D.       After giving effect to the Securities Purchase Agreement
                  pursuant to which Paribas purchased its equity interest in the
                  Company, Paribas shall own a 25% interest in the Company.

         E.       The parties now wish to amend and restate the Operating
                  Agreement to reflect the events described in recitals B.
                  through D. above.
<PAGE>   5

         Therefore, the Operating Agreement shall be amended and restated in its
entirety to read as follows:

                           1. ORGANIZATION OF COMPANY.

         1.1 Formation. The Company is a limited liability company that was
formed under the Act pursuant to Articles of Organization filed with the
Department on September 16, 1996 and this Agreement.

         1.2 Name and Office. The name of the Company shall be Key Plastics
Technology, L.L.C. and its office shall be located at 21333 Haggerty Road, Suite
200, Novi, Michigan 48375, or such other place as the Management Committee may
determine from time to time.

         1.3 Duration. The Company's existence shall be perpetual unless the
Company shall be sooner dissolved and its affairs wound up in accordance with
the Act or this Agreement.

         1.4 Registered Office and Resident Agent. The Company's registered
office shall be at 21333 Haggerty Road, Suite 200, Novi, Michigan 48375 and the
name of its resident agent at such address shall be David C. Benoit. The
registered office and resident agent may be changed from time to time in
accordance with the Act. If the resident agent shall ever resign, the Company
shall promptly appoint a successor.


                                 2. DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

         The "Act" means the Michigan Limited Liability Company Act, being Act
No. 23, Public Acts of 1993, as amended.

         "Adjusted Deficit Capital Account Balance" means, with respect to any
Member, the deficit balance, if any, in such Member's Capital Account as of the
end of the relevant Company Fiscal Year, (1) increased by any amounts which such
Member is obligated to restore under Treasury Regulation Section
1.704-1(b)(2)(ii)(c), plus an amount equal to such Member's share of Company
Minimum Gain and such Member's share of Member Nonrecourse Debt Minimum Gain and
(2) decreased by the items described in Treasury Regulation Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition of Adjusted Capital
Account Deficit is intended to comply with the provisions of Treasury Regulation
Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and will be interpreted consistently
with those provisions.

         "Affiliate" means (i) any person directly or indirectly controlling,
controlled by or under common control with another person, (ii) a person owning
or controlling five percent (5%) or more of the outstanding voting securities of
such other person, (iii) any officer, director, member

                                      2

<PAGE>   6

or partner of such person, or (iv) a person who is an officer, director, member,
partner or holder of five percent (5%) or more of any of the voting interests of
any person described in clauses (i) through (iii) of this sentence.

         "Agreement" means this Operating Agreement and amendments adopted in
accordance with this Agreement and the Act.

         The "Articles" means the Articles of Organization, including any
restatements or amendments, which are filed with the Michigan Department of
Consumer and Industry Services.

         "Book Value" means with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

         (a)      the initial Book Value of any asset contributed (or deemed
                  contributed) to the Company shall be such asset's gross fair
                  market value at the time of such contribution;

         (b)      the Book Value of all Company assets shall be adjusted to
                  equal their respective gross fair market values at the times
                  specified in Treasury Regulations under Code Section 704(b) if
                  the Company so elects;

         (c)      if the Book Value of an asset has been determined pursuant to
                  clause (a) or (b), such Book Value shall thereafter be
                  adjusted by the Depreciation taken into account with respect
                  to such asset for purposes of computing Profits and Losses.

         "Capital Accounts" shall have the meaning set forth in Section 7.1 of
this Agreement.

         "Capital Contributions" means the amount of cash, property, or services
contributed or obligated to be contributed to the Company by a Member.

         "Cause" means actions by the Management Committee that cause material
damage to the Company as a result of the Management Committee's fraud, willful
misconduct, gross negligence, misappropriation of funds or property, or actions
taken in violation of this Agreement.

         The "Code" means the U.S. Internal Revenue Code of 1986, as amended.

         "Committee Member" means an individual appointed to the Management
Committee by a Member pursuant to Section 5.2.

         "Company Minimum Gain" means an amount determined in accordance with
Treasury Regulation Section 1.704-2(d) for partnership minimum gain by
computing, with respect to each nonrecourse liability of the Company (as defined
in Treasury Regulation Section 1.752-1(a)(2)),


                                      3

<PAGE>   7

the amount of gain (of whatever character), if any, that would be realized by
the Company if (in a taxable transaction) it disposed of property subject to
such liability in full satisfaction thereof, and by then aggregating the amounts
so computed.

         "Depreciation" means for each Fiscal Year of the Company or
other period, an amount equal to the depreciation, amortization or other cost
recovery deduction allowable under the Code with respect to an asset for such
year or other period, except that if the Book Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such year or
other period, Depreciation shall be an amount which bears the same ratio to such
beginning Book Value as the federal income tax depreciation, amortization or
other cost recovery deduction for such year or other period bears to such
beginning adjusted tax basis; provided, however, that if the federal income tax
depreciation, amortization or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Book
Value using any reasonable method selected by the Management Committee.

         "Equityholders Agreement" means the Equityholders Agreement dated as of
February 9, 1998 by and among the Company, Holdings and Paribas, as amended.

         The "Fiscal Year" of the Company, and its taxable year for Federal
income tax purposes, shall be the calendar year.

         "Indenture" means the Indenture Agreement dated March 24, 1997, entered
into by Plastics, several Affiliates of Plastics, and Marine Midland Bank, as
amended.

         "Insolvent" means such time as when the value of the Company's assets
become less than the sum of its liabilities or the Company becomes unable to pay
its debts as they become due in the usual course of business, as defined in the
Act.

         "Majority" means the affirmative vote or consent of a majority in
number of the Committee Members of the Management Committee.

         "Majority Interest" means those members holding more than 50% of the
Membership Percentages held by the Members.


         "Management Committee" means the Management Committee provided for in
Section 5.2.

         "Member Nonrecourse Debt" shall have the meaning, and be determined in
the same manner as, partner nonrecourse debt pursuant to Treasury Regulation
Section 1.704-2(b)(4).

         "Member Nonrecourse Debt Minimum Gain" means the amount, with respect
to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would
result if such


                                      4

<PAGE>   8

Member Nonrecourse Debt were treated as a nonrecourse liability of the Company,
determined in the same manner as partner nonrecourse debt minimum gain in
accordance with Treasury Regulation Sections 1.704-2(i)(3) and 1.704-2(i)(5).

         "Member Nonrecourse Deductions" shall have the meaning, and be
determined in the same manner as, partner nonrecourse deduction pursuant to
Treasury Regulation Section 1.704-2(i)(2).

         "Members" are the persons designated as such in Exhibit A. Any
reference to a Member shall, unless the context clearly requires otherwise,
include a reference to his predecessor and successor (other than a mere assignee
not made a substitute Member) in interest.

         "Membership Percentages" means the Members' respective interests in the
Company as set forth in Exhibit A, but subject to revision pursuant to Sections
4, 8 and 11 of this Agreement.

         "Nonrecourse Deductions" shall have the meaning set forth in Treasury
Regulation Sections 1.704-2(c) and 1.704-2(b)(1).

         "Person" means a natural person, trust, estate, partnership, limited
liability company or any incorporated or unincorporated organization.

         "Profits and Losses" means the Company's taxable income or
loss for each Fiscal Year (or other period) determined in accordance with the
accounting methods followed by the Company for federal income tax purposes (for
this purpose all items of income, gain, loss, deduction or credit required to be
separately stated pursuant to Code Section 703(a)(1) shall be included in
taxable income or loss) as determined by the independent certified public
accountants employed by the Company, with the following adjustments:

                  (a) any income of the Company that is exempt from federal
income tax and not otherwise taken into account in computing Profits and Losses
shall be added to such taxable income or loss;

                  (b) any expenditures of the Company described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Code
Section 704(b) and not otherwise taken into account in computing Profits and
Losses shall be subtracted from such taxable income or loss;

                  (c) in the event the Book Value of any Company asset is
adjusted, the amount of such adjustment shall be taken into account as gain or
loss from the disposition of such asset for purposes of computing Profits or
Losses;



                                      5

<PAGE>   9

                  (d) any gain or loss resulting from any disposition of Company
property with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Book Value of such property
rather than its adjusted tax basis;

                  (e) in lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing taxable income or loss,
there shall be taken into account Depreciation for such Fiscal Year or other
period; and

                  (f) notwithstanding the foregoing, any items which are
specially allocated pursuant to Section 7.4 shall not be taken into account in
computing Profits and Losses.

         "Treasury Regulations" includes proposed, temporary and final
regulations promulgated under the Code and the corresponding sections of any
regulations subsequently issued that amend or supersede such regulations.

         All references to statutory provisions shall be deemed to include
reference to corresponding provisions of subsequent law.

         The singular shall include the plural, and vice versa, where necessary.


                                  3. PURPOSES.

         The Company may engage in any lawful business permitted by the Act or
by the laws of any jurisdiction in which the Company may do business. The
Company shall have the authority to do all things necessary or convenient to the
accomplishment of its purposes and to operate its business, including all powers
granted by the Act. No Member need afford the Company or any Member the
opportunity of acquiring any property or investing or otherwise participating in
any other enterprise.


                      4. CAPITAL CONTRIBUTIONS; BORROWINGS.

         4.1 Initial Capital Contributions of Members. The Members shall make
the Initial Capital Contributions set forth in Exhibit A. The values of the
Members' Initial Capital Contributions shall be as set forth on Exhibit A. No
interest shall accrue on any Capital Contribution made to the Company unless
otherwise agreed by the Members in writing, or otherwise provided in this
Agreement.

         4.2      Additional Capital Contributions.

                   (a) Additional Capital Contributions shall be made by the
Members to the Company only upon the request of the Management Committee. If the
Management Committee



                                      6
<PAGE>   10

determines that additional capital is necessary, then each Member may, without
obligation, contribute a portion of the capital call in proportion to his
Membership Percentage. If a Member fails to contribute any part of his capital
contribution, then the other Members shall have the option to contribute the
shortfall. If all Members contribute their proportionate shares of the capital
call (based upon their Membership Percentages), then there will be no change in
Membership Percentages. However, if the Members do not each contribute their
proportionate shares, then the Management Committee shall determine the fair
market value of a one percent interest in the Company (the "Percentage Value")
as if the Company were issuing additional equity (at the time the capital call
is made). The Membership Percentages shall then be revised to reflect the
amounts contributed as if those Members making contributions were purchasing
Membership Percentages on the basis of the Percentage Value. The balance of the
total Membership Percentages (100% less the Membership Percentages deemed sold)
will be allocated among the Members in proportion to their Membership
Percentages immediately prior to the capital contribution.

                  (b) None of the terms, covenants, obligations or rights
contained in this Section 4.2 is or shall be deemed to be for the benefit of any
such person or entity other than the Members and the Company, and no such third
person shall under my circumstances have any right to compel any actions or
payments by the Members.

         4.3 Withdrawals. No Member shall be entitled to be repaid any portion
of his Capital Contribution or withdraw from the Company except as provided in
this Agreement. A Member who withdraws in violation of this Agreement shall not
be entitled to receive the fair market value of his interest after the
withdrawal but shall only be entitled to distributions he otherwise would have
received as a nonwithdrawing Member. In addition, a withdrawing Member shall
lose all his voting rights as a Member of the Company and, if he is a Committee
Member, shall resign or be removed immediately from that position.

         4.4 Borrowings. The Company may borrow sums for Company purposes from
any source, including any Member, as determined by a Majority of the Committee
Members provided that such borrowing is: (i) not prohibited by any applicable
law, regulation or agreement, (ii) conducted on an arm's-length basis, and (iii)
not in violation of the restrictions on transactions with affiliates set forth
in Section [8.4] of the Securities Purchase Agreement.

         4.5 Additional Members. No additional Members shall be admitted to the
Company without the approval of the Management Committee.



                                      7
<PAGE>   11


                                 5. MANAGEMENT.

         5.1      Generally.

         Except as otherwise provided in Section 5.5, the business and affairs
of the Company shall be managed by the Management Committee. Any Person dealing
with the Company, other than a Member or a Member's Affiliate, may rely on the
authority of the Management Committee in taking any action in the name of the
Company without inquiry into the provisions of this Agreement or compliance with
it, regardless of whether that action actually is taken in accordance with the
provisions of this Agreement.

         5.2      Management Committee.

                  (a) The Management Committee shall initially consist of five
(5) Committee Members. Each Committee Member shall be deemed a Manager within
the provisions of the Act. Within six (6) months from the effective date of this
Agreement, the size of the Management Committee shall be increased to eight (8)
Committee Members. When the size of the Management Committee is from five (5) to
seven (7) Committee Members, one (1) of the Committee Members shall be appointed
by Paribas and the remaining Committee Members shall be appointed by Key
Plastics. When the size of the Management Committee is eight (8) Committee
Members, two (2) of the Committee Members shall be appointed by Paribas and six
(6) shall be appointed by Key Plastics. When the size of the Management
Committee is less than eight (8) Committee Members, Paribas shall also be
entitled to appoint one observer who may participate in Management Committee
meetings.

                  (b) Each Member may appoint one or more alternates for the
Committee Members appointed by it. An alternate shall have all the powers of the
Committee Member in his absence or inability to serve. Each Committee Member may
vote by delivering his proxy to another Committee Member. Each Member shall have
the power to remove any Committee Member appointed by it by delivering written
notice of such removal to such Committee Member and to the other Committee
Members. Vacancies on the Management Committee shall be filled by the Member
which appointed the Committee Member previously holding the position which is
then vacant.

                  (c) The Management Committee shall cause a Committee Member
appointed by Paribas to be on each material committee of the Company and on each
governing board or each material committee of each subsidiary of the Company.

                  (d) Notwithstanding the foregoing, Paribas' rights under this
Section 5.2 shall terminate in accordance with Section 5.14.



                                      8
<PAGE>   12

         5.3      Management Committee Meetings.

                  (a) The Management Committee shall meet at least annually at
the offices of the Company in Novi, Michigan, or such other times or places as
the Management Committee shall determine (unless such meeting shall be waived by
all Committee Members) or on the call of any two (2) Committee Members upon (i)
two (2) business days' notice to all Committee Members by telephone or facsimile
for a meeting by telephone or (ii) five (5) business days' notice by telephone
or facsimile for a meeting in person. An agenda for each meeting shall be
prepared in advance by the secretary of the Committee and circulated to the
Committee Members. The number of Members of the Management Committee required to
constitute a quorum shall vary depending upon the size of the Management
Committee as follows:

<TABLE>
<CAPTION>
                  Size of Management                 Number Required
                      Committee                         For Quorum
                  ------------------                 ---------------
              <S>                                     <C>
                          5                                3
                          6                                4
                          7                                4
                          8                                5
</TABLE>

                  Approval of the Management Committee shall require a Majority
of the Committee Members, and not just a majority of the quorum. With respect to
ministerial actions, the Management Committee may act without a meeting if: (i)
the action taken is approved in writing before or after such action by the
number of Committee Members necessary to take such action and (ii) written
notice of such action is given to the Committee Members who did not provide such
written consent. With respect to other actions, the Management Committee may act
without a meeting if: (i) the action taken is approved in writing before such
action by all of the Committee Members; or (ii) the action is verbally approved
by the Management Committee in advance and subsequently approved in writing by
all of the Committee Members. Written minutes of all meetings shall be
maintained, and the minutes for each meeting shall be approved at a subsequent
meeting of the Management Committee.

                  (b) The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate, provided that
such rules and procedures shall not be inconsistent with or violate the
provisions of this Agreement, and provided that such rules and regulations shall
permit meetings by telephone, video conferencing or the like, and shall permit
Committee Members to participate in meetings by telephone or video conference or
the like or by written proxy, and such participation shall be deemed attendance
for purposes of determining whether a quorum is present.

                  (c) The Management Committee may by written resolution
delegate its powers, but not its responsibilities, to employees of a Member or
to any other person. Such delegation of





                                      9

<PAGE>   13

powers may include the authority to execute and deliver any notes, mortgage,
evidence of indebtedness, contract, certificate, statement, conveyance or other
instrument in writing, and any assignment or endorsement thereof.

                  (d) The Management Committee may by resolution appoint
officers of the Company (which may include a chief executive officer, a
president, a chief financial officer, a treasurer, a secretary and one or more
vice presidents, assistant treasurers and assistant secretaries and any other
officer positions), which officers shall be vested with such powers and duties,
shall hold their offices for such terms, and shall be entitled to such
compensation, as shall be determined from time to time by the Management
Committee; provided, however, that the compensation of any current officer of
Plastics shall not be increased to more than three times such officer's
compensation as of the effective date of this Agreement without the consent of
85% of the Management Committee.

         5.4      Powers of the Management Committee.

                  (a) The Management Committee shall have control over the
conduct of the Company's day-by-day affairs. Except as provided in Section 5.5,
all decisions of the Management Committee shall be made by majority vote (based
on number) of the Committee Members. The Management Committee shall have the
power to do all things appropriate to the accomplishment of the purposes of the
Company, including (but not limited to): (1) employing contractors,
professionals and employees (including Affiliates), defining their duties, and
establishing their compensation or remuneration; (2) collecting and receiving
rents, profits or income from any property owned by the Company and to disburse
Company funds for Company purposes; (3) paying all Company obligations; (4)
purchasing and maintaining insurance on behalf of the Company and its Members
and employees or agents against any liability or expense asserted against or
incurred by the Company or such persons; (5) performing all ministerial acts and
duties relating to the payment of all indebtedness, taxes and assessments due or
to become due with regard to any property owned by the Company, and to give and
receive notices, reports, and other communications arising out of or in
connection with the ownership, indebtedness, or maintenance of the property; (6)
transacting the Company's business under an assumed name or name other than its
name as set forth in the Articles; (7) appointing any Member or other person as
agent for service of process on the Company as required by the law of any state
in which the Company transacts business; (8) commencing, prosecuting or
defending any proceeding in the Company's name; and (9) doing such other acts as
may facilitate the Company's business.

                  (b) Any future amendments to this Agreement shall, to the
extent necessary, be reflected in amendments to the Articles to be filed by the
Management Committee with the Michigan Department of Consumer and Industry
Services. The Management Committee will deliver a copy of each such document to
each Member.

                  (c) Subject to the other provisions of this Section 5, the
Management Committee shall have full power to act for and to bind the Company to
the extent provided by Michigan law.


                                     10


<PAGE>   14

                  (d) Plastics shall act as "tax matters partner" of the
Company, as defined in Code Section 6231(a)(7) and solely for the purposes of
this Section 5.4(d) shall have all the powers and obligations of a tax matters
partner pursuant to the Code. The tax matters partner shall not take any action
or make any decision that will result in the Company, or its Members on a pass
through basis, paying a tax liability in excess of $250,000 in the aggregate
without prior written consent of Members owning at least 85% of the total
Membership Percentages (which consent shall not be unreasonably withheld or
delayed).

         5.5      Limitations on Powers.

                  (a) Notwithstanding the foregoing and any other provision
contained in this Agreement to the contrary, no merger of the Company shall be
effected except with the approval of at least 90% of the Management Committee
and with the consent of a Majority Interest of the Members.

                  (b) Notwithstanding the foregoing and any other provision
contained in this Agreement to the contrary until the occurrence of a Qualified
Public Offering as defined in the Equityholders Agreement, except with the
approval of at least 90% of the Committee Members, no act shall be taken, sum
expended, decision made, obligation incurred or power exercised by the
Management Committee on behalf of the Company, and the Management Committee
shall cause each of its subsidiaries to abstain from acting,with respect to the
following:

                           (i)      incur indebtedness unless the incurrence of
                                    such indebtedness would be permitted under
                                    the Indenture as in effect on the date
                                    hereof and whether any amounts remain
                                    outstanding thereunder, and any less
                                    restrictive amendments thereto;

                           (ii)     the sale or other disposition of any type,
                                    in a single transaction or series of related
                                    transactions, of assets, the gross proceeds
                                    from any such sale which exceeds
                                    $15,000,000, or the sale or other
                                    disposition of assets, the gross proceeds
                                    from all such sales occurring after the
                                    effective date of this Agreement which
                                    exceeds $30,000,000, in the aggregate;

                           (iii)    capital expenditures in any fiscal year in
                                    excess of 125% of such year's budget as
                                    approved by the Management Committee;

                           (iv)     enter or permit any of its subsidiaries to
                                    enter into any business other than Permitted
                                    Business (as defined in the Indenture as in
                                    effect on the date of this Agreement);

                           (v)      all other mergers, acquisitions (of stock,
                                    assets or otherwise), partnerships, joint
                                    ventures, purchases of assets and similar



                                     11
<PAGE>   15

                                    transactions, in excess of $75 million
                                    individually or $150 million in the
                                    aggregate beginning on the effective date of
                                    this Agreement, provided, however, that this
                                    restriction shall not apply to such a
                                    transaction that results in a sale of
                                    substantially all of the assets of the
                                    Company;

                           (vi)     amendments to the Articles of Organization
                                    of the Company;

                           (vii)    file for bankruptcy or other liquidation,
                                    winding up or dissolution events; and

                           (viii)   the issuance of equity of the Company,
                                    except for the following:

                                    (a)     the amount received for
                                            such offered interest is,
                                            on a proportionate basis,
                                            equal to or in excess of
                                            110% of the amount paid
                                            by Paribas for its Member
                                            Interest or, if such
                                            equity is issued prior to
                                            January 31, 1999, unless
                                            the amount received is at
                                            least equal to the amount
                                            paid by Paribas, or

                                    (b)     an issuance of equity to use as
                                            consideration in an acquisition of a
                                            business or assets or a joint
                                            venture or similar transaction
                                            approved by the Management
                                            Committee.


         5.6 Self-Dealing. Subject to the provisions of Section 8.4 of the
Securities Purchase Agreement and this Section 5.6, any Committee Member, Member
and any Affiliate may deal with the Company, directly or indirectly, as vendor,
purchaser, employee, agent or otherwise. No contract or other act of the Company
shall be voidable or affected in any manner by the fact that a Committee Member,
Member or his Affiliate is directly or indirectly interested in such contract or
other act apart from his interest as a Committee Member or Member, nor shall any
Committee Member or Member or his Affiliate be accountable to the Company or the
other Members in respect of any profits directly or indirectly realized by him
by reason of such contract or other act, and such interested Committee Member or
Member shall be eligible to vote or take any other action as a Committee Member
or Member in respect of such contract or other act as it would be entitled were
he or his Affiliate not interested therein. Notwithstanding the foregoing
provisions of this Section 5.6, (a) any direct or indirect interest of a
Committee Member, Member or Affiliate in any contract or other act, other than
his interest as a Member, shall be disclosed to all other Members, and (b) such
contract or other act shall be determined to be arm's-length by the Management
Committee and shall be approved by the Management Committee, unless the same is
specifically authorized herein. Any present contracts or arrangements are
excepted from the above approval requirements.


                                     12

<PAGE>   16

         5.7 Liability of the Members and Committee Members. So long as each
Member (whether in its capacity as a Member, or if applicable, as a Committee
Member or other expressly authorized agent of the Company) and Committee Member
acts in good faith with respect to the conduct of the business and affairs of
the Company, and in the manner in which it reasonably believes to be in the best
interests of the Company or otherwise in accordance with the provisions of this
Agreement, neither such Member nor any such Committee Member shall be liable or
accountable to the Company or to any of the Members in damages or otherwise for
any error of judgment, for any mistake of fact or of law, or for any other act
or thing which it may do or refrain from doing or suffer to be done in
connection with the business and affairs of the Company, except in the case of
(i) such Person's willful misconduct or gross negligence, (ii) actions taken by
any such Person in violation of this Agreement, (iii) the receipt by any such
Person of a financial benefit to which it is not entitled pursuant to this
Agreement, (iv) any vote by such Person to approve a distribution to the Members
of funds of the Company in violation of this Agreement or the Act or (v) any
actions which are governed by the Equityholders Agreement, in which case the
provisions of the Equityholders Agreement shall apply. A Member who knowingly
receives a distribution made by the Company which is either in violation of this
Agreement or when the Company is Insolvent, is liable to the Company for
repayment of the distribution.

         5.8 Indemnity. The Company shall indemnify, defend and hold each
Member, each Committee Member, and each officer, director, stockholder, member,
employee, agent, affiliate, subsidiary or assignee of each Member (including any
such Person in its capacity as an agent or Committee Member) provided any such
Person is properly acting in its capacity as a Member, Committee Member,
officer, director, stockholder, member, employee or agent, and within the
express authority granted herein (collectively, the "Indemnities") free and
harmless of, from and against any expenses, losses, claims, costs, damages and
liabilities, including without limitation, judgments, fines, amounts paid in
settlement and expenses (including without limitation, attorneys' fees and
expenses, court costs, investigation costs and litigation costs) incurred by any
Indemnitee in any civil, criminal or investigative proceeding in which it is
involved or threatened to be involved by reason of the Member being a Member in
the Company or such Person being a Committee Member, provided that the Member or
such Person acted in good faith, within what it reasonably believed to be the
scope of its authority and for a purpose which it reasonably believed to be in
the best interests of the Company and the Members or otherwise in compliance
with the provisions of this Agreement; provided, however (i) that the Company
shall not be required to indemnify any Indemnitee, and any such Indemnitee shall
be liable, for any loss, expense or damage which the Company may suffer as a
result of (A) such Indemnitee's willful misconduct, gross negligence or bad
faith in failing to perform its duties hereunder; (B) actions taken by such
Indemnitee in violation of this Agreement or in violation of the Equityholders
Agreement (in which case the terms of the Equityholders Agreement shall apply),
(C) the receipt by such Indemnitee of any financial benefits to which it is not
entitled pursuant to this Agreement or (D) the vote by such Indemnitee for a
distribution of funds of the Company in violation of this Agreement or the Act;
(ii) the Company shall not be required to indemnify any Indemnitee for any
breach of the provisions of this Agreement, or for any loss, expense or damage
which it may suffer as a result of the breach of this Agreement by the Member to
which the Indemnitee is related; and (iii) any liability hereunder shall



                                     13
<PAGE>   17

be limited solely to the assets and properties of the Company, and no Member (or
any Affiliate of any Member) shall have any liability or obligation hereunder.

         5.9 Compensation and Reimbursement. The Management Committee shall
receive no compensation for managing the affairs of the Company unless approved
by an affirmative vote of the Management Committee. The Management Committee
shall be reimbursed by the Company for reasonable expenses incurred in attending
Management Committee meetings. The Management Committee shall not be entitled to
reimbursement from the Company of any other expenses of the Company incurred and
paid for by the Management Committee on behalf of the Company unless approved in
advance by the Management Committee.

         5.10 Devotion of Time to Company. The Management Committee shall not
be required to manage the Company as their sole and exclusive function and they
may have other business interests and may engage in other activities in addition
to those relating to the Company. Neither the Company nor any Member shall have
any rights, by virtue of this Agreement, to share or participate in such other
investments or activities of the Committee Members or to the income or proceeds
derived therefrom. The Committee Members shall incur no liability to the Company
or to any of the Members as a result of engaging in any other business or
venture.

         5.11 Resignation. Any Committee Member may resign at any time by
giving written notice to the Management Committee. The resignation of any
Committee Member shall take effect upon receipt of notice thereof or at such
later time as shall be specified in such notice; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of a Committee Member who is also a Member shall not
affect the Committee Member's rights as a Member and shall not constitute a
withdrawal of a Member.

         5.12 Removal. At a meeting called expressly for that purpose, a
Committee Member may be removed with Cause, by the affirmative vote of a
Majority Interest of Members, or as provided in Section 5.2. The removal of a
Committee Member who is also a Member shall not affect the Committee Member's
rights as a Member and shall not constitute a withdrawal of a Member.

         5.13 Vacancies. Any vacancy occurring for any reason in the number of
Committee Members of the Company shall be filled in accordance with Section 5.2.

         5.14 Termination of Certain Provisions. Notwithstanding any other
provisions of this Agreement, upon the occurrence of a Qualified Public Offering
(as defined in the Equityholders Agreement) all provisions in this Agreement
requiring the consent, approval or vote of more than 50% of the Management
Committee Members shall terminate, and thereafter all decisions by the
Management Committee Members shall be made by majority vote (based on number) of
the Committee Members. In addition, when Paribas' Membership Percentage in the
Company is 20% or less, Paribas shall be entitled to appoint only one (1)
Management Committee Member under Section 5.2. Further, when Paribas' Membership
Percentage in the Company is 10% or less, Paribas shall not be entitled to
appoint anyone to the Management Committee. Whenever Paribas'



                                     14

<PAGE>   18

Membership Percentage in the Company is 20% or less, Paribas shall not be
entitled to appoint an observer to participate in Management Committee meetings.


                             6. MEETINGS OF MEMBERS.

         6.1 Rights of the Members. The Members (other than in their capacity
as members of the Management Committee) shall have no right to take part in,
vote on, or interfere in any manner with the management, conduct or control of
the Company or its business, and shall have no right or authority whatsoever to
act for or on behalf of the Company.


         6.2      Voting.

                  (a) All Members shall be entitled to vote on any matter
submitted to a vote of the Members. Unless a greater vote is required by the
Act, the Articles, this Agreement, or the Equityholder Agreement, the
affirmative vote or consent of a Majority Interest of the Members entitled to
vote or consent on such matter shall be required.

                  (b) Notwithstanding any other provision of this Agreement,
upon the occurrence of a Qualified Public Offering (as defined in the
Equityholders Agreement) all provisions in this Agreement requiring the consent,
approval or vote of more than a Majority Interest of the Members shall
terminate, and thereafter all decisions to be made by the Members shall be made
by the vote of a Majority Interest of the Members.

         6.3 Meetings. An annual meeting of Members for the transaction of such
business as may properly come before the Meeting, may be held at such place, on
such date and at such time as the Majority Interest shall determine. Special
meetings of Members for any proper purpose or purposes may be called at any time
by the holders of at least fifteen percent (15%) of the Membership Percentages
of all Members. The Company shall deliver or mail written notice stating the
date, time, place and purposes of any meeting to each Member entitled to vote at
the meeting. Such notice shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting. Meetings may be conducted in
person or by telephone conference of the Members.

         6.4 Consent. Any ministerial action permitted to be taken by the
Members may be taken without a meeting, without prior notice, and without a
vote, if consents in writing, setting forth the action so taken, are signed by
Members having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all Members entitled to
vote on the action were present and voted. Any other action required or
permitted to be taken at an annual or special meeting of the Members may be
taken without a meeting, without prior notice, and without a vote, if: (i)
consents in writing, setting forth the action so taken, are signed by Members






                                     15
<PAGE>   19

owning at least 85% of the total Membership Percentages; or (ii) the action is
verbally approved by the Members in advance and subsequently consented to in
writing by Members owning at least 85% of the total Membership Percentages.
Every written consent shall bear the date and signature of each Member who signs
the consent. Prompt notice of the taking of action without a meeting by less
than unanimous written consent shall be given to all Members who have not
consented in writing to such action. In addition, the Company may give all the
Members written notice of the action, event or agreement and state in the notice
that any Member who does not indicate his disapproval by written notice to the
Company within a specified period of time (not less than 30 days after mailing
of the notice) shall be deemed to have given his consent or approval to the
action or event or to have made the agreement referred to in the notice. In such
event, any Member who does not indicate his disapproval by written notice to the
Company within the time specified shall be deemed to have given his written
consent, approval or agreement.

         7.       CAPITAL ACCOUNTS; PROFITS AND LOSSES; DISTRIBUTIONS.

         7.1 Capital Accounts. A separate capital account (a "Capital Account")
shall be established and maintained for each Member in accordance with Treasury
Regulations Section 1.704-1(b)(2). Without limiting the foregoing, each Member's
Capital Account shall be credited with the sum of (i) the amount of money
contributed by such Member to the Company and the fair market value of property
contributed by such Member to the Company (net of any liabilities that the
Company assumes or to which the property is taken subject under Code Section 752
adjusted as required by Treas. Reg. Sections 1.704-1(b)(2)(iv)(g) and
1.704-1(b)(4)(i) (relating to certain adjustments relating to book value) and
(ii) allocations to such Member of items of the Company's income, including
items of tax-exempt income or gain. Each Member's Capital Account shall be
decreased by the sum of (x) the amount of money distributed to such Member and
the fair market value of property distributed to such Member (net of liabilities
assumed by such Member or to which the property is taken subject under Code
Section 752) and (y) items of the Company's loss and deduction, including
non-deductible expenditures. If any property other than cash is distributed to a
Member, the Capital Accounts of the Members shall be adjusted as if the property
had instead been sold by the Company for a price equal to its fair market value
and the proceeds distributed, and further adjusted as provided in Treas. Reg.
Section.1.704-1(b)(2)(iv)(e) to reflect the manner in which the unrealized
income, gain, loss and deduction inherent in such property (not already
reflected in the Member's Capital Account) would be allocated to such Member
if there were a taxable disposition of such property for its fair market value
on the date of distribution.

         7.2      Allocation of Profits and Losses.

                  (a) The Profits and Losses of the Company shall be determined
as of the end of each Fiscal Year of the Company and, except as provided in
Section 7.4, shall be allocated among the Members in proportion to their
respective Membership Percentages.

                  (b) If there is an addition, withdrawal or substitution of, or
any other change in the interest of, any Member during the period covered by an
allocation, then subject to any


                                     16

<PAGE>   20


agreement between the persons affected, the Profits and Losses for the period
shall be allocated among the varying interests consistent with the provisions of
Code Section 706(d) and any regulations promulgated thereunder. If Code Section
706(d) or any regulation thereunder allow alternative methods of allocation, the
Majority Interest shall determine, in its sole discretion, which alternative
methods to use in allocating Profits and Losses among the varying interests.

         7.3      Distributions.

                  (a) The Company may distribute to the Members from time to
time, but no less frequently than annually, such sums as the Management
Committee determines to be available for distribution and not required to
provide for current or anticipated Company needs. At a minimum, the Company
shall distribute quarterly amounts sufficient to enable the Members to pay their
Federal and state income tax on their shares of income from the Company assuming
that all Members are in the Maximum Combined Federal and State Tax Bracket ("Tax
Distributions"); provided, however, that such Tax Distributions shall be subject
to the constraints contained in the Indenture. The "Maximum Combined Federal and
State Tax Bracket" shall be equal to: (i) the highest marginal Federal income
tax bracket for individuals, plus (ii) the highest weighted individual income
tax bracket for the States in which the Company does business (weighted based
upon the apportionment of the Company's income among such states). If the
Company incurs a taxable loss in any Fiscal Year, then, for purposes of
computing Tax Distributions in subsequent Fiscal Years, such loss shall be
carried forward to subsequent Fiscal Years and shall reduce the amount of
taxable income in such future Fiscal Year or Years. Except as provided in
Section 7.3(a) and Section 10, all distributions to Members shall be in
proportion to their Membership Percentages.

                  (b) No distributions shall be declared and paid unless, after
the distribution is made, the Company would be able to pay its debts as they
become due in the usual course of business and the assets of the Company are in
excess of the sum of: (i) the Company's liabilities, plus (ii) the amount that
would be needed to satisfy the preferential rights of other Members upon
dissolution that are superior to the rights of the Member(s) receiving the
distribution.

         7.4 Other Allocations. Notwithstanding the foregoing provisions of
this Section 7 or any other provision of this Agreement, the following
provisions shall apply:

                  (a) Compliance With Treasury Regulations. It is anticipated
that the Company will be treated as a partnership for federal income tax
purposes and, accordingly, the partnership tax provisions of the Code shall
apply to the Company and its Members. It is the intent of the Members that each
Member's distributive share of income, gain, loss, deduction, or credit (or item
thereof) shall be determined and allocated in accordance with this Section 7 to
the fullest extent permitted by Section 704(b) of the Code. In order to preserve
and protect the determinations and allocations provided for in this Section 7,
the Management Committee, with the consent of Members owning at least 85% of the
total Membership Percentages (which consent shall not be unreasonably withheld),
is authorized and directed to allocate income, gain, loss, deduction, or credit
(or item thereof) arising in any year differently than otherwise provided for in
this Section 7 to the extent that



                                     17

<PAGE>   21

allocating income, gain, loss, deduction, or credit (or item thereof) in the
manner provided for in this Section 7 would cause the determinations and
allocations of each Member's distributive share of income, gain, loss,
deduction, or credit (or item thereof) not to be permitted by Section 704(b) of
the Code and Treasury Regulations promulgated thereunder. Any allocation made
pursuant to this Section 7.4 shall be deemed to be a complete substitute for any
allocation otherwise provided for in this Section 7 and no amendment of this
Agreement or approval of any Member shall be required. The terms used in this
Section 7 shall have the same meaning as in such Treasury Regulations.

                  (b) Only Required Modifications. In making any allocation
(the "new allocation") under Section 7.4, the Management Committee is authorized
to act only after having been advised by the Company's accountants that, under
Section 704(b) of the Code and the Treasury Regulations thereunder (i) the new
allocation is necessary, and (ii) the new allocation is the minimum modification
of the allocations otherwise provided for in this Section 7 necessary in order
to assure that, either in the then current year or in any preceding year, each
Member's distributive share of income, gain, loss, deduction, or credit (or item
thereof) is determined and allocated in accordance with this Section 7 to the
fullest extent permitted by Section 704(b) of the Code and the Treasury
Regulations thereunder.

                  (c) Company Minimum Gain Chargeback. If there is a net
decrease in Company Minimum Gain during a Fiscal Year so that an allocation is
required by Treasury Regulation Section 1.704-2(f), then each Member shall be
specially allocated items of income and gain for such year (and, if necessary,
subsequent Fiscal Years) equal to such Member's share of the net decrease in
Company Minimum Gain as determined by Treasury Regulation Section 1.704-2(g)(2).
Such allocations shall be made in a manner and at a time which will satisfy the
requirements of Treasury Regulation Section 1.704-2(f)(1).

                  (d) Member Minimum Gain Chargeback. If there is a net
decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year, any
Member who has a share of such Member Nonrecourse Debt Minimum Gain (as
determined in the same manner as partner nonrecourse debt minimum gain under
Treasury Regulation Section 1.704-2(i)(5)) shall be specially allocated items of
income or gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years)
equal to such Member's share of the net decrease in the Member Nonrecourse Debt
Minimum Gain in the manner and to the extent required by Treasury Regulation
Section 1.704-2(i)(4).

                  (e) Qualified Income Offset. If a Member unexpectedly
receives an adjustment, allocation, or distribution described in Treasury
Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), any of which causes or
increases an Adjusted Deficit Capital Account Balance in such Member's Capital
Account, then he will be specially allocated items of income and gain in an
amount and manner sufficient to eliminate such deficit balance created or
increased by such adjustment, allocation, or distribution as quickly as
possible; provided, however, an allocation pursuant to this Section 7.4(e) will
be made if and only to the extent that such Member would have an Adjusted
Capital Account Deficit after all other allocations provided for in Section 7
have been tentatively made as if this Section 7.4(e) were not in the Agreement.


                                     18

<PAGE>   22

                  (f) Gross Income Allocation. If a Member has an Adjusted
Deficit Capital Account Balance at the end of a Company taxable year, such
Member shall be allocated items of income and gain in the amount of such
Adjusted Deficit Capital Account Balance as quickly as possible in order to
eliminate it.

                  (g) Allocation of Nonrecourse Deductions. Nonrecourse
Deductions shall be allocated among the Members in proportion to their
respective Membership Percentages.

                  (h) Member Nonrecourse Deductions. Any Member Nonrecourse
Deductions shall be allocated to the Member who bears the economic risk of loss
with respect to the Member Nonrecourse Debt to which such Member Nonrecourse
Deductions are attributable in accordance with Treasury Regulation Section
1.704-2(i)(1).

                  (i) Curative Allocations. If the Company is required by
Section 7.4(a), (c), (d), (e), (f), (g) or (h) to make any new allocation in a
manner other than as provided for in this Section 7 without regard thereto, then
the Management Committee is authorized and directed, insofar as it is permitted
to do so by Section 704(b) of the Code, to allocate income, gain, loss,
deduction, or credit (or item thereof) arising in the current Fiscal Year (or
subsequent Fiscal Years, if necessary) in such manner so as to bring the
proportions of income, gain, loss, deduction, or credit (or item thereof)
allocated to the Members as nearly as possible to the proportion otherwise
contemplated by this Section 7 without regard thereto; provided, however, that
Nonrecourse Deductions shall not be taken into account except to the extent that
there has been a reduction in Company Minimum Gain and Member Nonrecourse
Deductions shall not be taken into account except to the extent that there has
been a reduction in Member Minimum Gain and provided further that such
Nonrecourse Deductions and Member Nonrecourse Deduction shall not in any event
be taken into account to the extent that the Management Committee reasonably
determines that such allocations are likely to be offset by subsequent
allocations pursuant to Section 7.4(c) or (d).

                  (j) Advice of Accountants. Allocations made by the Management
Committee under this Section 7.4 in reliance upon the advice of the Company's
accountants shall be deemed to be made pursuant to any fiduciary obligation to
the Company and the Members.

                  (k) Section 754 Election. To the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code
Section 743(b) is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining capital accounts,
the amount such adjustment to the capital accounts shall be treated as an item
of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreased such basis) and such gain or loss shall be specially
allocated to the Members in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to such Section of the
Regulations.

                  (l) Imputed Interest. If any Member makes a loan to the
Company, or the Company makes a loan to any Member, and interest in excess of
the amount actually payable is

                                     19

<PAGE>   23

imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding
provisions of subsequent Federal income tax law, then any item of income or
expense attributable to any such imputed interest shall be allocated solely to
the Member who made or received the loan and shall be credited or charged to his
Capital Account, as appropriate.

                  (m) Contributed Property. Income, gain, loss or deduction
with respect to any property contributed by a Member shall, solely for tax
purposes, be allocated among the Members, to the extent required by Code Section
704(c) and the related Treasury Regulations, to take account of the variation
between the adjusted tax basis of such property and its Book Value at the time
of contribution to the Company. If the Book Value of any Company property is
adjusted as provided in Treasury Regulation Section 1.704-1(b)(2)(iv),
subsequent allocations of income, gain, loss and deduction and the Book Value of
such property shall be adjusted as provided in Code Section 704(c) and the
related Treasury Regulations. If Code Section 704(c) and the regulations
thereunder allow alternative methods of making such acquired allocations, the
Management Committee shall determine, in its sole discretion, which alternative
method to use. Allocations under this Section 7.4(m) are solely for purposes of
federal, state and local taxes and shall not affect, or in any way be taken into
account in computing, any Member's Capital Account or share of Profits, Losses,
or other items or distributions under any provision of this Agreement.

         7.5 Share of Excess Nonrecourse Liabilities. For purposes of
calculating the Members' shares of "excess nonrecourse liabilities" of the
Company (within the meaning of Treasury Regulation Section 1.752-3(a)(3)), the
Members intend that they be considered as sharing profits of the Company in
proportion to their respective Membership Percentages.

                    8. ADJUSTMENT TO MEMBERSHIP PERCENTAGES.

        * Approximately 3 pages of this part of this document has been redacted
      pursuant to a request for confidential treatment filed with the SEC. An
      unredacted version of this document has been filed separately with the
      SEC.



                                     20

<PAGE>   24


                               9. TERM OF COMPANY.

         9.1 Commencement. The term of the Company began on the date the
Articles of Organization were filed with the Michigan Department of Consumer and
Industry Services and became effective under the Act.

         9.2 Dissolution. The Company shall be dissolved and its affairs be
wound up upon the occurrence of any of the following events:

             (a) The sale or other disposition of substantially all of the
                 assets of the Company;

             (b) By the written consent of all the Members; or

             (c) Upon entry of a decree of judicial dissolution.



                                     22

<PAGE>   25


                           10. APPLICATION OF ASSETS.

                  Upon dissolution of the Company, the Company shall cease
carrying on its business and affairs and shall commence winding up of the
Company's business and affairs and complete the winding up as soon as
practicable. The Company affairs shall be concluded by the Management Committee.
The assets of the Company may be liquidated or distributed in kind, as
determined by the Management Committee, and the same shall first be applied to
the payment of, or to a reserve for the payment of Company liabilities
(including such provision for contingent or unforeseen liabilities as the
Management Committee deems appropriate) and then to the Members in accordance
with their respective positive Capital Accounts after allocations pursuant to
Sections 7.2 and 7.4 for the current Fiscal Year. If Company assets are
distributed in kind, the assets so distributed shall be valued at their current
fair market values and the unrealized appreciation or depreciation in value of
the assets shall be allocated to the Members' Capital Accounts in the manner
described in Section 7.2 and 7.4 as if such assets had been sold, and such
assets shall then be distributed to the Members in accordance with their
respective positive Capital Accounts as so adjusted. To the extent that Company
assets cannot either be sold without undue loss or readily divided for
distribution in kind to the Members, then the Company may, as determined by the
Management Committee, convey those assets to a trust or other suitable holding
entity established for the benefit of the Members in order to permit the assets
to be sold without undue loss and the proceeds thereof distributed to the
Members at a future date. The legal form of the holding entity, the identity of
the trustee or other fiduciary, and the terms of its governing instrument shall
be determined by the Management Committee.

                  11.      RESTRICTION ON ASSIGNABILITY OF INTERESTS.

         11.1 Permitted Assignments. A Member's assignment of all or a portion
of its interest in the Company shall be restricted as provided in Article II of
the Equityholders Agreement. A permitted assignment shall not of itself
substitute the assignee as Member or entitle the assignee to participate in the
management of the Company. Such assignee shall be only entitled to receive, to
the extent assigned, the distributions the assigning Member would otherwise be
entitled to. No assignment of a Company interest shall be effective with respect
to the Company until written notice is given to the Company.

         11.2 Admission of Assignees as Members. An assignee (other than
Permitted Transferees (as defined in the Equityholders Agreement, who shall
automatically be admitted) shall not be admitted as a Member unless such
admission is approved by Members owning at least 85% of the total Membership
Percentages (unless the Member is an assignee of an interest for which Paribas
declined to exercise its right of first refusal, in which case the assignee may
be admitted with the approval of the Management Committee). Such consent may be
withheld in each Member's sole discretion. The Members may require a substitute
Member to pay the legal and other costs incurred by the Company in effecting his
admission. If admitted, the substitute Member has, to the extent assigned, all
of the rights and powers, and is subject to all the restrictions and liabilities
of a



                                     23

<PAGE>   26

Member. In addition, the assignee shall provide the Company with the information
and agreements that the Company deems necessary in connection with the
assignment.

         11.3 Restrictions on Transfers. Notwithstanding the other provisions
of this Section 11, no Member shall sell, assign, transfer, exchange, mortgage,
pledge, grant, hypothecate, or otherwise dispose of any interest in the Company
except in compliance with Section 11 and Article II of the Equityholders
Agreement. No Member shall dispose of his interest in the Company without (1)
the prior written consent of all the Members if the effect of the assignment
would be to terminate the Company within the meaning of Code Section 708(b), and
(2) the opinion of counsel in form and substance satisfactory to counsel for the
Company that registration is not required under the Securities Act of 1933 and
applicable state law. In no event shall any Member assign his interest in the
Company if such assignment would violate any applicable state or Federal
securities law. The Members acknowledge that their interests in the Company have
not been registered under any securities Act and agree that such interests will
not be transferred without registration under any applicable such Act or
exemption therefrom. Any attempted disposition of a Member's interest in the
Company in violation of Section 11 shall be null and void ab initio.




                            12. SECTION 754 ELECTION.

         In the event of the transfer of a Member's interest in the Company by
sale or exchange, or upon the death of a Member, the Company, if the person
acquiring such interest so requests and the Management Committee consents, shall
elect pursuant to Code Section 754, to adjust the basis of the Company property.
Each Member hereby agrees to provide the Company with all information necessary
to give effect to such election. The transferee shall reimburse the Company for
any reasonable costs incurred as a result of such election, as determined by the
Management Committee.



                                13. ARBITRATION.

         Except for disputes concerning Section 5.5 and Section 8 of this
Agreement (which will be arbitrated in New York pursuant to Section 11.13 of the
Securities Purchase Agreement) any disputes arising out of this Agreement which
cannot be resolved by the Members themselves or pursuant to the terms of this
Agreement shall be submitted to binding arbitration in Oakland



                                     24
<PAGE>   27

County, Michigan in accordance with the American Arbitration Association
Commercial Arbitration Rules. The arbitrator(s) shall have the power to grant
any remedy or relief that they deem just and equitable, including, but not
limited to injunctive relief, whether interim and/or final. Each party to this
Agreement retains the right to seek interim measures from a judicial authority,
and any such request shall not be deemed incompatible with the agreement to
arbitrate or a waiver of the right to arbitrate. Judgment upon the arbitration
award may be entered in a court of competent jurisdiction. The arbitrator(s)
will be entitled to apportion the costs of the arbitration proceedings and to
award the prevailing party attorney fees, and costs on such basis as the
arbitrator(s) may determine.



                         14. INVESTMENT REPRESENTATION.

         Each Member represents and warrants to each other and to the Company he
is acquiring his respective interest in the Company for his own personal account
for investment, and without a view to transferring, reselling, or distributing
such interest. In addition, no Member shall sell or dispose of his interest in
the Company in a manner that violates any Federal or state securities laws. Each
Member shall indemnify and hold the Company harmless from and against all
liability, costs and expenses, including reasonable attorneys' fees, incurred by
the Company or the Members, as a result of a breach of the representations and
warranties made in this Section by such Member.



                                 15. AMENDMENTS.

         This Agreement or the Articles may be amended only by written agreement
of Members owning at least fifty-one percent (51%) of the Membership
Percentages; provided, however, that no amendment may be made without the
consent of Paribas if such amendment would adversely affect the rights or
obligations of Paribas.



                                     25

<PAGE>   28


                          16. MISCELLANEOUS PROVISIONS.

         16.1     Books of Account; Reports.

                  (a) The Company shall keep true and complete books of account
and records of all Company's business and affairs as required by the Act. The
books of account and records shall be kept at the principal office of the
Company. The Company shall maintain at such office (i) a list of names and
addresses of all Members; (ii) a copy of the Articles together with executed
copies of all powers of attorney pursuant to which the Articles have been
executed; (iii) copies of the Company's Federal, state and local income tax
returns and reports for the three most recent years; (iv) copies of the
Company's current Agreement; (v) copies of the financial statements (monthly,
quarterly, and annual) of the Company for the three most recent years; (vi)
annual budgets of the Company; (vii) all information delivered to lenders or any
Member; (viii) notices of material events; and (ix) such other information as a
Member shall reasonably request. Such Company records shall be available to any
Member or his designated representative during ordinary business hours at the
reasonable request and expense of such Member.

                  (b) The Company will use its best efforts to furnish, or cause
to be furnished, the following items on the dates indicated:

                           (1)      an annual report consisting of an income
statement for the prior year and a balance sheet as of the year ended -
annually.

                           (2)      Member information tax returns
(Schedule K-1) - March 31.

         16.2 Bank Accounts and Investment of Funds. All funds of the Company
shall be deposited in its name in such checking accounts, savings accounts, time
deposits, or certificates of deposit or shall be invested in such other manner,
as shall be designated by the Management Committee from time to time.
Withdrawals shall be made upon such signature or signatures as the Management
Committee may designate.

         16.3 Accounting Decisions. All decisions as to accounting matters,
except as specifically provided to the contrary herein, shall be made by the
Management Committee in accordance with generally accepted accounting principles
consistently applied. Such decisions shall be acceptable to the accountants
retained by the Company, and the Management Committee may rely upon the advice
of the accountants as to whether such decisions are in accordance with generally
accepted accounting principles.

         16.4 Federal Income Tax Election. The Company shall, to the extent
permitted by applicable law and regulations and upon obtaining any necessary
approval of the Commissioner of Internal Revenue, elect to use such methods of
depreciation, and make all other Federal income tax elections in such manner, as
the Management Committee determines to be most-



                                     26

<PAGE>   29

favorable to the Members. The Management Committee may rely upon the advice of
the accountants retained by the Company as to the availability and effect of all
such elections.

         16.5 Entire Agreement. This Agreement, the Purchase Agreement and the
Equityholders Agreement constitute the entire agreement between the parties and
may be modified only as provided herein. No representations or oral or implied
agreements have been made by any party hereto or his agent, and no party to this
Agreement, the Purchase Agreement and the Equityholders Agreement relies upon
any representation or agreement not set forth in it. This Agreement, the
Purchase Agreement and the Equityholders Agreement supersede any and all other
agreements, either oral or written, by and among the Company and its Members.
They expressly supersede the Terms Sheet executed by the Members in January of
1998.

         16.6 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if (i) physically delivered, telephonically transmitted by telecopier or
other similar means, (ii) one (1) day after having been delivered to Federal
Express or other delivery courier for next day delivery, with proof of delivery
to the recipient received by the courier in the form of a signature of
recipient, or (iii) three (3) days after having been deposited in the United
States Mail, as certified mail with return receipt requested and with postage
prepaid, addressed to the Members at the addresses listed in Exhibit A. The
addresses and other information so indicated for any Member may be changed by a
Member by written notice to the Company.

         16.7 Further Execution. Upon request of the Company from time to time,
the Members shall execute and swear to or acknowledge any amended Articles and
any other writing which may be required by any rule or law or which may be
appropriate to the effecting of any action by or on behalf of the Company or the
Members which has been taken in accordance with the provisions of this
Agreement, the Securities Purchase Agreement and the Equityholders Agreement.

         16.8 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties, their successors and permitted assigns.
None of the provisions of this Agreement shall be construed as for the benefit
of or as enforceable by any creditor of the Company or the Members or any other
person not a party to this Agreement.

         16.9 Severability. The invalidity or unenforceability of any provision
of this Agreement in a particular respect shall not affect the validity and
enforceability of any other provision of this Agreement or of the same provision
in any other respect.

         16.10 Captions. All captions are for convenience only, do not form a
substantive part of this Agreement and shall not restrict or enlarge any
substantive provisions of this Agreement.



                                     27

<PAGE>   30

         16.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one instrument. The Company shall have custody of counterparts
executed in the aggregate by all Members.

         16.12 Michigan Law to Control. The validity and interpretation of, and
the sufficiency of performance under, this Agreement shall be governed by
Michigan law.




         The parties have executed this Agreement to be effective on the date
first above written.



                             COMPANY:

                             Key Plastics Technology, L.L.C., a Michigan limited
                              liability company

                             By: Key Plastics, Inc., a Michigan
                              corporation, its Member



                             By: /s/ Mark J. Abbo
                                ---------------------------------------
                             Its:  Treasurer
                                ---------------------------------------



                             MEMBERS:

                             Key Plastics, Inc., a Michigan corporation



                             By:  /s/ Mark J. Abbo
                                ---------------------------------------

                             Its:  Treasurer
                                ---------------------------------------







                                     28

<PAGE>   31


                             Paribas Principal Incorporated, a New York
                             corporation



                             By: /s/ Stephen Eisenstein
                                ---------------------------------------

                             Its: Partner
                                ---------------------------------------




                                     29
<PAGE>   32


        * Approximately 2 pages of this part of this document has been redacted
      pursuant to a request for confidential treatment filed with the SEC. An
      unredacted version of this document has been filed separately with the
      SEC.



                                     A-1