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Confidential Treatment requested by Atlantic Southeast Airlines, Inc., File No.
0-11097


                                 EXHIBIT 10 (r)


                 Confidential treatment has been applied for with
                 respect to certain provisions of this Exhibit, which
                 provisions have been omitted from this Exhibit,
                 marked with an asterisk (*) and filed separately with
                 the SEC

<PAGE>   2

                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT
                               DATED JUNE 1, 1992

          This First Amendment To Credit Agreement (this "First Amendment") is
made and entered into this 13th day of September, 1996, among ATLANTIC
SOUTHEAST AIRLINES, INC., a Georgia corporation ("Borrower"), WACHOVIA BANK OF
GEORGIA, N.A., in both its capacities as Lender and Agent (in both such
capacities herein referred to as "Wachovia"), and THE BANK OF TOKYO -
MITSUBISHI, LTD., ATLANTA AGENCY f/k/a The Bank of Tokyo, Ltd., Atlanta Agency
("Bank of Tokyo") (Wachovia, in both said capacities, and Bank of Tokyo are
sometimes hereinafter referred to individually as a "Lender" and collectively
as the "Lenders"), with the express understanding that ASA INVESTMENTS, INC., a
Delaware Corporation ("ASAI") shall be a third party beneficiary hereof.

                              W I T N E S S E T H:

         WHEREAS, Borrower is indebted to Lenders under the terms of that
certain Credit Agreement dated June 1, 1992 (as amended from time to time the
"Credit Agreement"); and

         WHEREAS, ASAI has undertaken those obligations imposed upon it under
that certain Guarantee dated June 1, 1992 (the "Guarantee") issued by ASAI for
the benefit of Lenders and securing Borrower's performance of Borrower's
obligations under the Credit Agreement; and

         WHEREAS, the Borrower desires to obtain the approval and consent of
the Lenders to implement a corporate reorganization and an amendment to the
Credit Agreement which will result in (i) the Borrower and ASAI each becoming a
wholly owned subsidiary of a holding company, the stock of which holding
company will be owned by the Borrower's current shareholders and will be
publicly traded, (ii) ASAI being relieved of its responsibility under the
Guarantee, and  (iii) Borrower being relieved of certain restrictions imposed
under the Credit Agreement;

         WHEREAS, pursuant to the provisions of Section 13.04 of the Credit
Agreement, the parties desire to amend the Credit Agreement as hereinafter
provided.

         NOW, THEREFORE, for and in consideration of each party's agreement to
be bound hereby and other good, valuable and adequate consideration, the
parties hereto do hereby agree as follows:

         1.      All capitalized terms not otherwise specifically defined
herein shall have the meanings ascribed to them under the provisions of the
Credit Agreement.

         2.      From and after the date hereof, ASAI shall not be considered a
subsidiary of Borrower for purposes of the application or interpretation of any
provision of the Credit Agreement.  In addition, Lenders specifically
acknowledge and agree that the Guarantee is hereby

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terminated and shall be of no further force or effect it being the express
agreement of all parties that ASAI shall be relieved of all obligations and
responsibilities to Lenders and that neither Lender shall have and each Lender
does hereby waive and release any claim or cause of action against ASAI under
or in connection with the Credit Agreement, the credit extended to Borrower
thereunder, the Basic Documents, or the Guarantee.  In addition, the definition
of "Guarantee" and  Exhibit "J" and all references to the "Guarantee" and
Exhibit "J" contained in the Credit Agreement or the Basic Documents are hereby
deleted.  All parties specifically agree that ASAI shall be a third party
beneficiary of this Agreement and more specifically the provisions of this
Paragraph 2.

         3.      All references to the "Borrower" or any "subsidiary" or
"subsidiaries" of the Borrower under the Credit Agreement and all
determinations required to be made with respect thereto shall refer to and
include solely and exclusively the Borrower and any subsidiaries hereinafter
acquired and maintained by Borrower; provided, that in no event shall the
Borrower's subsidiaries include (i) ASAI, (ii) any parent or holding company
owning all or substantially all of the capital stock of the Borrower, (iii) any
Person utilized in the implementation of the Subject Reorganization (as
hereinafter defined) which Person, upon consummation of the Subject
Reorganization (as hereinafter defined), does not have substantial assets, or
(iv) any Person required to be included in any consolidated financial
statement, tax return or governmental filing covering the Borrower or  under
any other statement prepared or determination made in conformity with GAAP
which Person does not otherwise constitute a subsidiary of the Borrower under
the provisions of the Credit Agreement.

         4.      [*]

         5.      The following definitions shall be added to Section 1.01 of
the Credit Agreement in the appropriate alphabetical order:

                 "1995 10-K":  Borrower's annual report on Form 10-K for the
year ended December 31, 1995.

                 "Subject Reorganization":  the pending proposed transaction
under which (i) Borrower shall form a wholly owned subsidiary ("Holding
Company"), (ii) Holding Company shall form a wholly owned subsidiary ("Second
Level Subsidiary"), (iii) Second Level Subsidiary shall merge with and into
Borrower with Borrower surviving and (a) Borrower's shareholders receiving
stock in the Holding Company in exchange for the outstanding stock in Borrower,
(b) the Holding Company receiving all capital stock in Borrower, and (c) all
capital stock in the Holding Company owned by Borrower being canceled, and (iv)
Borrower's subsequent dividend distribution to the Holding Company of all
capital stock in ASA Investments, Inc.; all of which transactions shall result
in Borrower and ASA Investments, Inc. becoming wholly owned subsidiaries of
Holding Company.

         6.      [*]




                                      2
                                        
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         7.      The representations and warranties contained under Sections
5.01 through 5.16 of the Credit Agreement (as hereby amended) are hereby made
or re-affirmed (as applicable) by Borrower as of the date hereof.  The
representations and warranties contained under Sections 5.04, 5.05, 5.07, and
5.13 are hereby amended and restated in their entirety as follows:

                 "SECTION 5.04 -- Litigation.  Except as disclosed in the 1995
10-K and Borrower's quarterly reports on Forms 10-Q for the calendar quarters
ending March 31, 1996 and June 30, 1996, respectively, there are no pending or
(to the best of Borrower's knowledge after due inquiry) threatened actions or
proceedings before any court or administrative agency which may be expected to
have a Materially Adverse Effect on Borrower's business or financial condition
or which seek to question or set aside any of the transactions herein
contemplated.

                 SECTION 5.05 -- Financial Statements.  The audited balance
sheet as of December 31, 1995, and the unaudited balance sheet as of June 30,
1996, for Borrower and its consolidated subsidiaries, and the related results
of operations for the year and quarter then ended have been prepared in
accordance with GAAP and correctly present Borrower's financial condition as of
such dates and the results of operations  for such periods, and since June 30,
1996, there has been no Materially Adverse Change.

                 SECTION 5.07 -- Status as "United States Citizen".  Borrower
is a "citizen of the United States" as that term is used in 49 U.S.C. Section
40102(a)(15), and is an air carrier holding a valid air carrier operating
certificate issued pursuant to 49 U.S.C. Chapter 447 for aircraft capable of
carrying 10 or more individuals.

                 SECTION 5.13 -- [*]

         8.      The following representation and warranty is hereby added as a
new Section 5.16:

                 "SECTION 5.16 -- Subject Reorganization.  Upon the
consummation of the Subject Reorganization, Borrower shall be and remain in
compliance with all applicable provisions of this Agreement including without
limitation, those covenants contained in Section 6.09 hereof."

         9.      [*]

         10.     [*]

         11.     [*]

         12.     In accordance with the provisions of Section 13.02 of the
Credit Agreement, Borrower hereby notifies Lenders of Borrower's designation of
the following address at which Borrower is to hereafter receive any and all
notices required to be provided Borrower under the Credit Agreement: Atlantic
Southeast Airlines, Inc., 100 Hartsfield Centre Parkway, Suite 800, Atlanta,
Georgia 30354-1356, Attn: Ronald V. Sapp, Vice President - Finance.




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         13.     Section 13.04 of the Credit Agreement is hereby amended to
delete the phrase ", the Guarantee," in the one place such phrase appears
therein.

         14.     The representations and warranties of each respective Lender
contained under Sections 13.06 and 13.07 of the Credit Agreement are hereby
re-affirmed as of the date hereof.

         15.     Each of the undersigned Lenders hereby consents to the
implementation and consummation of the Subject Reorganization by Borrower and
ASAI and hereby waives (i) Borrower's or ASAI's compliance with any other
provisions contained under the Credit Agreement or any other Basic Document
which are deemed, interpreted or construed to prohibit, prevent or restrict
Borrower's or ASAI's undertaking of the Subject Reorganization or (ii) any
default or breach of any provision of either the Credit Agreement or any Basic
Document resulting solely from the implementation and consummation of the
Subject Reorganization by Borrower or ASAI; provided,that nothing contained
under subclause (ii) hereof shall be deemed, interpreted or construed to
constitute a waiver by either Lender of any default or breach committed by
Borrower under the Credit Agreement or any Basic Document (as amended hereby)
from and after the consummation of the Subject Reorganization.

            IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their duly authorized officers as of the date first
above written.


WACHOVIA BANK OF GEORGIA, N.A.,          ATLANTIC SOUTHEAST AIRLINES, INC.
as both Agent and Lender


By: /s/ Bradley Marcus                   By: /s/ Ronald V. Sapp           
    --------------------------------     ---------------------------------
    Title: Senior Vice President         Title: Vice President-Finance


THE BANK OF TOKYO - MITSUBISHI,
LTD., ATLANTA AGENCY


By: /s/ Gary L. England                                       
    --------------------------------
    Title:Vice President and Manager



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