<PAGE>
                                                                  EXHIBIT 10.45A


                 WAIVER AND AMENDMENT NO. 1 TO LOAN AGREEMENT

            This WAIVER AND AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment")
is dated as of August 19, 2002 by and among Allied Capital Corporation, a
Maryland corporation ("Holder"), Simula, Inc., an Arizona corporation
("Simula"), and the direct and indirect subsidiaries of Simula listed on the
signature pages hereof.

            WHEREAS, Simula, the Subsidiaries of Simula (collectively with
Simula, the "Companies") and Holder are parties to a certain Loan Agreement
dated as of September 26, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Loan Agreement");

            WHEREAS, certain Events of Default exist under the Loan Agreement as
a result of the Companies' failure to have (i) Consolidated EBITDA of at least
$14,500,000 for the four (4) consecutive fiscal quarter period ended June 30,
2002, in violation of Section 4.13(a) of the Loan Agreement, (ii) a Fixed Charge
Coverage Ratio of at least 1.25 to 1.0 for the four (4) consecutive fiscal
quarter period ended June 30, 2002, in violation of Section 4.13(b) of the Loan
Agreement, (iii) a Consolidated Debt to EBITDA Ratio, calculated as of June 30,
2002 and for the four (4) consecutive fiscal quarter period then ended, of not
more than 4.80 to 1.0, in violation of Section 4.13(c) of the Loan Agreement,
and (iv) an Interest Coverage Ratio of at least 2.05 to 1.0 for the four (4)
consecutive fiscal quarter period ended June 30, 2002, in violation of Section
4.13(f) of the Loan Agreement (collectively, the "Existing Events of Default");
and

            WHEREAS, the Companies have requested that Holder (a) waive the
Existing Events of Default, and (b) amend the Loan Agreement in certain
respects.

            NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Loan Agreement and this Amendment, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

1.  DEFINITIONS. Capitalized terms used in this Amendment, unless otherwise
    defined herein, shall have the meanings ascribed to such terms in the Loan
    Agreement.

2.  WAIVER. In reliance upon the representations and warranties of the Companies
    set forth in Section 5 below and subject to the prior satisfaction of the
    conditions to effectiveness set forth in Section 4 below, Holder hereby
    waives the Existing Events of Default. The foregoing waiver only applies to
    the Existing Events of Default and shall not be deemed to constitute a
    waiver of any other Defaults or Events of Default that may now be in
    existence or that may hereafter occur, or of any rights or remedies that
    Holder may have under the Loan Agreement, the other Loan Documents or
    applicable law with respect thereto, all of which rights and remedies are
    specifically reserved.

3.  AMENDMENTS. In reliance upon the representations and warranties of the
    Companies set forth in Section 5 below and subject to the prior satisfaction
    of the conditions to effectiveness set forth in Section 4 below, the Loan
    Agreement is hereby amended as follows:

    3.1. Section 4.8 of the Loan Agreement is hereby amended and restated in its
    entirety, as follows:

            "Section 4.8   Board Meetings.

        Simula will hold meetings of its Board of Directors at least four times
        a year; will allow at least one designee of the Holder to attend and
        participate on an observer basis in such meeting and all meetings of
        committees of such Board either in person or via video or teleconference
        and at Company's expense; and will provide the Holder with the same
        prior notice received by directors to meetings, and written materials as
        given to the directors; provided, however, that if any such Board
        desires to act by unanimous written consent in lieu of a meeting, it may
        do so if the Holder receives, prior to their adoption, a copy of the
        resolutions to be adopted in the same manner and at

                                       36
<PAGE>
        the same time as provided to the directors and provided, further, that
        in the event any other Company at any time or from time to time holds
        meetings of its Board of Directors and/or desires to act by unanimous
        written consent in lieu of a meeting, then the provisions of this
        Section 4.8 shall also apply to such Company. The designee of the Holder
        may only be excluded from any such meeting or a portion thereof if (i)
        the Board of Directors will be discussing matters (x) pertaining to the
        Loan, and (y) in which Holder and Simula have interests that are
        directly adverse to each other, and (ii) a member of the Board of
        Directors has requested that the designee not be present."

    3.2. Section 4.13 of the Loan Agreement is hereby amended and restated in
    its entirety, as follows:

            "Section 4.13   Financial Covenants.

        Notwithstanding Section 5.10 hereof or any other covenant herein, the
        Companies will maintain the following financial covenants, as reflected
        on the Companies' books of account in accordance with GAAP:

        (a) Minimum Consolidated EBITDA. The Companies will have a Consolidated
            EBITDA, determined for each four (4) consecutive fiscal quarter
            period of the Companies ending as of the dates set forth below, of
            at least the amount set forth below opposite each such date:

<TABLE>
<CAPTION>
                  FOUR QUARTERS ENDING              MINIMUM EBITDA
                  --------------------              --------------
<S>                                                 <C>
                  September 30, 2002                 $12,000,000

                  December 31, 2002                  $13,250,000

                  March 31, 2003                     $13,750,000

                  June 30, 2003                      $14,000,000

                  September 30, 2003                 $15,200,000

                  December 31, 2003, and each        $15,200,000
                  March 31, June 30,
                  September 30 and December
                  31 thereafter
</TABLE>

        (b) Minimum Fixed Charge Coverage Ratio. The Companies will have a Fixed
            Charge Coverage Ratio, determined for each four (4) consecutive
            fiscal quarter period of the Companies ending as of the dates set
            forth below, of at least the amounts set forth below opposite each
            such date:

<TABLE>
<CAPTION>
                  FOUR QUARTERS ENDING                  AMOUNT
                  --------------------                  ------
<S>                                                    <C>
                  September 30, 2002                   1.025 to 1.0

                  December 31, 2002                    1.125 to 1.0

                  March 31, 2003                       1.15 to 1.0

                  June 30, 2003                        1.20 to 1.0

                  September 30, 2003                   1.35 to 1.0

                  December 31, 2003, and each          1.35 to 1.0
                  March 31, June 30, September
                  30 and December 31 thereafter
</TABLE>

                                       37
<PAGE>
        (c) Maximum Consolidated Debt to EBITDA Ratio. The Companies will have a
            Consolidated Debt to EBITDA Ratio determined as of each date set
            forth below, of not more than the amounts set forth below opposite
            each such date:

<TABLE>
<CAPTION>
                  FOUR QUARTERS ENDING                  AMOUNT
                  --------------------                  ------
<S>                                                    <C>
                  September 30, 2002                   6.10 to 1.0

                  December 31, 2002                    5.60 to 1.0

                  March 31, 2003                       5.40 to 1.0

                  June 30, 2003                        4.00 to 1.0

                  September 30, 2003                   4.00 to 1.0

                  December 31, 2003, and each           00 to 1.0
                  March 31, June 30, September
                  30 and December 31 thereafter
</TABLE>

        (d) Capital Expenditures and Capitalized Leases. No Company will, nor
            will any Company permit any of its Subsidiaries to, make any Capital
            Expenditure or enter into any capitalized lease, if the sum of (i)
            the aggregate amount of all Capital Expenditures (including the
            Capital Expenditure in question) made by the Companies and their
            Subsidiaries during each four (4) consecutive fiscal quarter period
            of the Companies ending as of the dates set forth below, other than
            ASD Capital Expenditures, plus (ii) the aggregate amount of all
            capitalized lease obligations (including the capitalized lease in
            question) made or required to be made by the Companies and their
            Subsidiaries during each such four (4) consecutive fiscal quarter
            period of the Companies ending as of the dates set forth below,
            other than ASD Capitalized Lease Obligations, would exceed the
            amount set forth below opposite each such date:

<TABLE>
<CAPTION>
                  FOUR QUARTERS ENDING                  AMOUNT
                  --------------------                  ------
<S>                                                   <C>
                  September 30, 2002                  $3,000,000

                  December 31, 2002                   $3,500,000

                  March 31, 2003                      $3,750,000

                  June 30, 2003                       $3,850,000

                  September 30, 2003                  $3,750,000

                  December 31, 2003, and each         $3,500,000
                  March 31, June 30, September
                  30 and December 31 thereafter
</TABLE>

                                       38
<PAGE>
        (e) ASD Capital Expenditures and Capitalized Leases. No Company will,
            nor will any Company permit any of its Subsidiaries to, make any ASD
            Capital Expenditure or enter into any ASD Capitalized Lease
            Obligation, if the sum of (i) the aggregate amount of all ASD
            Capital Expenditures (including the ASD Capital Expenditure in
            question) made by the Companies and their Subsidiaries during each
            fiscal quarter of the Companies ending as of the dates set forth
            below, plus (ii) the aggregate amount of all ASD Capitalized Lease
            Obligations (including the ASD Capitalized Lease Obligation in
            question) made or required to be made by the Companies and their
            Subsidiaries during each such fiscal quarter of the Companies ending
            as of the dates set forth below, would exceed the amount set forth
            below opposite each such date:

<TABLE>
<CAPTION>
                  FISCAL QUARTER ENDING                 AMOUNT
                  ---------------------                 ------
<S>                                                    <C>
                  September 30, 2002                   $300,000

                  December 31, 2002                    $300,000

                  March 31, 2003                       $300,000

                  June 30, 2003                        $150,000

                  September 30, 2003                   $150,000

                  December 31, 2003, and each          $150,000
                  March 31, June 30, September
                  30 and December 31 thereafter
</TABLE>


        (f) Minimum Interest Coverage Ratio. The Companies will have an Interest
            Coverage Ratio, determined for each four (4) consecutive fiscal
            quarter period of the Companies ending as of the dates set forth
            below, of at least the amounts set forth below opposite each such
            date:

<TABLE>
<CAPTION>
                  FOUR QUARTERS ENDING                  AMOUNT
                  --------------------                  ------
<S>                                                    <C>
                  September 30, 2002                   1.65 to 1.0

                  December 31, 2002                    1.90 to 1.0

                  March 31, 2003                       1.95 to 1.0

                  June 30, 2003                        2.00 to 1.0

                  September 30, 2003                   2.10 to 1.0

                  December 31, 2003, and each          2.10 to 1.0
                  March 31, June 30, September
                  30 and December 31 thereafter
</TABLE>

        (g) Minimum Monthly Consolidated EBITDA. The Companies will have a
            Consolidated EBITDA, for each month, determined as of the last day
            of such month, of at least $500,000. The Companies hereby agree that
            in addition to the requirements set forth in Section 4.2 herein, the
            Companies shall also provide to Holder, in writing, each month, a
            written certification by a Responsible Officer containing the
            computations evidencing the Companies' compliance with the minimum
            monthly Consolidated EBITDA covenant contained in this subsection
            4.13(g) (or, in the event of any non-compliance, containing a
            statement to such effect)."

                                       39
<PAGE>
     3.3 Section 20.1 of the Loan Agreement is hereby amended by adding the
     following definitions thereto:

            "ASD Capital Expenditures" means Capital Expenditures made by the
            Companies in connection with the operation of Simula Automotive
            Safety Devices, Inc. and/or Simula Automotive Safety Devices, Ltd.;

            "ASD Capitalized Lease Obligations" means capitalized lease
            obligations incurred by the Companies in connection with the
            operation of Simula Automotive Safety Devices, Inc. and/or Simula
            Automotive Safety Devices, Ltd.;

     3.4 Subsections 4.13(d) and 4.13(e) of the form of Compliance Certificate
     set forth at Exhibit A to the Loan Agreement are hereby amended and
     restated in their entirety, as set forth on Exhibit A hereto.

     4.   Conditions. The effectiveness of this Amendment is subject to the
          following conditions precedent:

        (a) Each Company shall have delivered to Holder a manually executed
            original of this Amendment;

        (b) The Companies shall have paid to Holder the Amendment Fee (as
            defined below);

        (c) The Companies shall have delivered to Holder an agreement executed
            by each Company and CIT in form and substance satisfactory to Holder
            (the "CIT Amendment"), pursuant to which, among other things, (i)
            CIT shall have waived all Defaults and Events of Default (as such
            terms are defined in the CIT Financing Agreement) in existence as of
            the date hereof under the CIT Financing Agreement, which waiver
            shall be subject to no conditions to effectiveness other than those
            substantially similar to those set forth herein, and (ii) CIT and
            the Companies shall have agreed to amend the financial covenants set
            forth in the CIT Financing Agreement such that the financial
            covenants therein are the same as the financial covenants set forth
            in the Loan Agreement, as amended hereby;

        (d) After giving effect to the waiver set forth in Section 2, no Default
            or Event of Default shall be in existence as of the date hereof; and

        (e) After giving effect to the CIT Amendment, no Default or Event of
            Default (as such terms are defined in the CIT Financing Agreement)
            shall be in existence as of the date hereof under the CIT Financing
            Agreement.

     5.   REPRESENTATIONS AND WARRANTIES. To induce Holder to enter into this
          Amendment, the Companies represent and warrant to Holder that (a) the
          execution, delivery and performance of this Amendment has been duly
          authorized by all requisite corporate action on the part of the
          Companies and that this Amendment has been duly executed and delivered
          by the Companies, and (b) except for the Existing Events of Default,
          no Default or Event of Default shall have occurred and be continuing
          before and immediately after giving effect to this Amendment.

     6.   WAIVER FEE. The Companies hereby agree, jointly and severally, to pay
          to Holder an amendment fee (the "Amendment Fee") in the amount of
          $100,000.

     7.   ADDITIONAL AGREEMENTS. Notwithstanding anything contained in this
          Amendment or in the Loan Agreement to the contrary, Holder and
          Companies hereby agree as follows:

                                       40
<PAGE>
     7.1  Notwithstanding the Consolidated Debt to EBITDA Ratio covenant set
          forth in clause (c) of Section 4.13 of the Loan Agreement, in the
          event that the Companies shall fail to have a Consolidated Debt to
          EBITDA Ratio, calculated as of June 30, 2003 and for the four (4)
          consecutive fiscal quarter period then ending, of less than 4.0 to
          1.0, the Companies agree, jointly and severally, to pay to Holder a
          fee (the "Performance Fee") in the amount of $1,000,000, which
          Performance Fee shall be fully-earned and payable in full in cash on
          July 31, 2003.

     7.2  On or before October 31, 2002, the Companies shall engage a financial
          consultant acceptable to Holder, in Holder's reasonable discretion
          (the "Financial Consultant"), to advise the Companies with respect to
          strategic planning and refinancing opportunities for the Companies.
          Holder and the Companies further agree that in the event that the
          Companies fail to engage the Financial Consultant on or prior to
          October 31, 2002 pursuant to the terms set forth herein, commencing on
          November 1, 2002 the Principal Balance shall bear interest pursuant to
          the terms set forth in Section 1.4 of the Loan Agreement.

     7.3  On or before October 31, 2002, the Companies shall have delivered to
          Holder, in form and substance satisfactory to Holder in Holder's sole
          discretion, all of the agreements, instruments and documents required
          or requested by Allied to create an enforceable lien under the laws of
          the countries set forth below with respect to the following federally
          registered patents registered or applied for registration in such
          countries, together with evidence satisfactory to Allied, in Allied's
          sole discretion, showing that such agreements, instruments and
          documents have been registered pursuant to the laws of such
          jurisdictions: (i) Patent No. 5,839,753, registered in Germany, Italy,
          Japan and South Korea; (ii) Patent No. 6,126,194, registered in
          Germany, Italy, Japan and South Korea; (iii) Patent No. 5,322,322,
          registered in Germany, Italy, Japan and South Korea; (iv) Patent No.
          5,480,181, registered in Germany, Italy, Japan and South Korea; (v)
          Patent No. 5,253,826, registered in Great Britain; (vi) Patent No.
          5,962,617, registered in Italy, Japan and The Netherlands; and (vii)
          Patent No. 6,127,505, registered in Italy, Japan and The Netherlands
          (collectively, the "Foreign I.P. Deliveries"). The Companies hereby
          acknowledge and agree that if the Companies shall fail to make any of
          the Foreign I.P. Deliveries on or before October 31, 2002, (a) such
          failure shall constitute an Event of Default, (b) on November 1, 2002,
          the Companies shall pay, jointly and severally, a fee to Holder in the
          amount of $25,000, and (c) until all of the Foreign I.P. Deliveries
          are made to Holder, the Companies shall pay additional fees to Holder
          in the amount of $25,000 each, payable on the first day of each month
          thereafter, until all of the Foreign I.P. Deliveries have been made to
          Holder pursuant to the terms set forth herein.

     7.4  From and following the date hereof, no Company shall (i) make any DCI
          Capital Expenditures, or (ii) incur any DCI Capitalized Lease
          Obligations.

     7.5  Notwithstanding anything set forth in the Loan Agreement or in this
          Amendment to the contrary, from and following the date hereof, the
          Companies shall be permitted to add back, in the calculation of
          EBITDA, any GAAP-recognized restructuring costs associated with the
          cost reduction plan previously delivered by the Companies to Holder
          (the "Restructuring Costs"), provided, however, that (i) the Companies
          shall only be permitted to add back Restructuring Costs to the extent
          they are incurred during the third quarter of fiscal year 2002, and
          (ii) the amount of Restructuring Costs that the Companies shall be
          permitted to add back in the calculation of EBITDA shall be limited to
          $900,000, in the aggregate.

                                       41
<PAGE>
     8.   SEVERABILITY. Any provision of this Amendment held by a court of
          competent jurisdiction to be invalid or unenforceable shall not impair
          or invalidate the remainder of this Amendment and the effect thereof
          shall be confined to the provision so held to be invalid or
          unenforceable.

     9.   REFERENCES. Any reference to the Loan Agreement contained in any
          document, instrument or agreement executed in connection with the Loan
          Agreement shall be deemed to be a reference to the Loan Agreement as
          modified by this Amendment.

     10.  COUNTERPARTS. This Amendment may be executed in one or more
          counterparts, each of which shall constitute an original, but all of
          which taken together shall be one and the same instrument.

     11.  RATIFICATION. The terms and provisions set forth in this Amendment
          shall modify and supersede all inconsistent terms and provisions of
          the Loan Agreement and shall not be deemed to be a consent to the
          modification or waiver of any other term or condition of the Loan
          Agreement. Except as expressly modified and superseded by this
          Amendment, the terms and provisions of the Loan Agreement are ratified
          and confirmed and shall continue in full force and effect.


                            [SIGNATURE PAGES FOLLOW]



                                       42
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers on
the date first written above.

                                 SIMULA, INC.,
                                 an Arizona corporation


                                 By  /s/ Bradley P. Forst
                                    --------------------------------
                                 Its President and CEO

                                 THE SUBSIDIARIES OF SIMULA, INC.:
                                 AI CAPITAL CORP.,
                                 an Arizona corporation

                                 By  /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its President
                                     -------------------------------

                                 CCEC CAPITAL CORP.,
                                 an Arizona corporation

                                 By  /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its  President
                                     -------------------------------

                                 INTERNATIONAL CENTER FOR SAFETY EDUCATION,
                                 INC., an Arizona corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its  Secretary
                                     -------------------------------

                                 SAI CAPITAL CORP., an Arizona corporation
                                 f/k/a Simula Artcraft Industries, Inc.

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its President
                                     -------------------------------

                                 SIMULA AUTOMOTIVE SAFETY DEVICES, INC., an
                                 Arizona corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its Secretary
                                     -------------------------------

                                       43
<PAGE>
                                 SIMULA COMPOSITES CORPORATION,
                                 a Delaware corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its President
                                    --------------------------------

                                 SIMULA POLYMER SYSTEMS, INC.,
                                 an Arizona corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its Secretary
                                    --------------------------------

                                 SIMULA SAFETY SYSTEMS, INC.,
                                 an Arizona corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its Assistant Secretary
                                    --------------------------------

                                 SIMULA TECHNOLOGIES, INC.,
                                 an Arizona corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its Secretary
                                    --------------------------------

                                 SIMULA TRANSPORTATION EQUIPMENT CORPORATION,
                                 an Arizona corporation

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its President
                                    --------------------------------

                                 SIMULA AUTOMOTIVE SAFETY DEVICES, LTD., a
                                 United Kingdom limited company

                                 By /s/ Benjamin G. Clark
                                    --------------------------------
                                 Its Secretary
                                    --------------------------------

                                     HOLDER:

                                 ALLIED CAPITAL CORPORATION

                                 By /s/ David Unger
                                    --------------------------------
                                 Its Principal
                                    --------------------------------

                                       44
<PAGE>
                                    EXHIBIT A


              CAPITAL EXPENDITURES AND CAPITALIZED LEASES (4.13(d))

<TABLE>
<S>                                                                                 <C>
Expenditures for capital improvements for the applicable measurement period
(other than ASD Capital Expenditures, as defined below)                             $_________________

Plus: the aggregate amount of all capitalized lease obligations (other than ASD
Capitalized Lease Obligations) made by the Companies and their Subsidiaries
during the period                                                                   $_________________

Total Capital Expenditures and capitalized lease obligations                        $
                                                                                     =================

Permitted Capital Expenditures and capitalized lease obligations for the period     $_________________

In Compliance                                                                                   Yes/No

</TABLE>

      ASD CAPITAL EXPENDITURES AND CAPITALIZED LEASE OBLIGATIONS (4.13(e))
<TABLE>
<S>                                                                                 <C>
ASD Capital Expenditures are defined as follows:

Capital Expenditures to date made in connection with the operation of Simula
Automotive Safety Devices, Inc. and/or Simula Automotive Safety Devices, Ltd.
                                                                                    $_________________

Plus:    Capitalized lease obligations incurred to date in connection with the
         operation of Simula Automotive Safety Devices, Inc. and/or Simula
         Automotive Safety Devices, Ltd.
                                                                                    $_________________

Total ASD Capital Expenditures and ASD Capitalized Lease Obligations
                                                                                    $
                                                                                     =================

Total Permitted ASD Capital Expenditures and ASD Capitalized Lease Obligations
                                                                                    $_________________

In Compliance                                                                                   Yes/No
</TABLE>





                                       45