Here is a link to Airtran SEC filings:
http://investor.airtran.com/phoenix.zhtml?c=64267&p=irol-secSplash
On 2/9/2011, Airtran filed a DEFM14A (Filing Group Merger & Aquisitions).
Looking at the Termination of Merger Agreement section (located on page 85-86) and in Appendix A, Article III, Section 3.1 (located on page A-9), it appears that Southwest can back out of the merger if the AAI shareholders vote no, DOJ says no, AAI Board of Directors doesn't live up to their part of the deal, or Fornaro misrepresented Airtran in any way. It seems to say the deal can't fall through due to changes in economic conditions or changes in fuel price levels.
Can you point out the section that says Kelly can pull out of the deal if he doesn't like the deal anymore? You are correct that the breakup fee of $39 million only applies to Airtran.
I don't think he will pull out of the deal. But what if oil goes through the roof? You guy's will have to be team players, we all will. If not some of us will be on the street since SWA owns us all.