Exhibit 10.59
 AMENDED AND RESTATED
SECURITIES PLEDGE AGREEMENT
 THIS AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT Pledge Agreement SONIC FINANCIAL CORPORATION Pledgor BANK OF AMERICA, N.A. Administrative Agent Lenders Section 17 Revolving Secured Parties
 W I T N E S S E T H:
 WHEREAS Company New Vehicle Borrower Borrowers Borrower Existing Lenders Existing Credit Agreement
 WHEREAS Existing Pledge Agreement
 WHEREAS Revolving Credit Agreement
 WHEREAS
 WHEREAS




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Secured Obligations Speedway Schedule I Pledged
Interests
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1. Pledge of Pledged Interests; Other Collateral .
       2




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Section 1 Collateral
 Section 10(a) Section 21
  Attorney Costs
 2. Status of Pledged Interests .
 Schedule I
  3




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UCC Schedule I
  Section 2(c)
 4




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Sections 1 2
 Schedule II
 3. Preservation and Protection of Collateral .
  Section 6.04 Section 1(c)
  5




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4. Default . provided Securities Act
 6




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5. Proceeds of Sale . Section 8.03
 6. Presentments, Demands and Notices .
 7. Attorney-in-Fact . provided
 8. Reinstatement . Section 8
 7




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9. Waiver by the Pledgor .
  10. Dividends and Voting Rights .
 provided however
  Sections 1(c) 2(c)
 8




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provided however
 11. Continued Powers .
 12. Other Rights .
 13. Anti-Marshaling Provisions .
 9




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14. Entire Agreement .
 15. Further Assurances .
 16. Binding Agreement; Assignment . Section
16 Article IX Section
10.06
 10




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17. Related Credit Arrangements . provided however Lender
 Article IX
 18. Severability .
 19. Counterparts . Section 19 Section 10.10
 20. Termination . Section 8
 11




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21. Notices . Schedule 10.02 Schedule 10.02 Section 10.02
 22. Rules of Interpretation . Sections
1.02 1.05
 23. Governing Law; Waivers .
 (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.
 (b) THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN
MECKLENBURG COUNTY, STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE EXECUTION
AND DELIVERY OF THIS PLEDGE AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW
OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.
 (c) THE PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND
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COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY
REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE PLEDGOR PROVIDED IN SECTION 21 OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS
IN EFFECT IN THE STATE OF NORTH CAROLINA.
 (d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE THE
ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS PLEDGE AGREEMENT OR THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY PLACE WHERE THE
PLEDGOR OR ANY OF SUCH PLEDGORS PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT
PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE PLEDGOR HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER, BY REASON OF ITS PRESENT
OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE LAW.
 (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS PLEDGE AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH
PARTY HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY WAIVES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY
SUCH ACTION, SUIT OR PROCEEDING.
 (f) THE PLEDGOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TO
WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.
 24. Amendment and Restatement .
 [Signature page follows.]
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IN WITNESS WHEREOF,
 PLEDGOR:

SONIC FINANCIAL CORPORATIONBy:
    /s/ O. BRUTON SMITHName:
    O. Bruton SmithTitle:
    President




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ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,
 as Administrative AgentBy:
    /s/ ANGELO M. MARTORANAName:
    Angelo M. MartoranaTitle:
    Assistant Vice President




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SCHEDULE I
 Name,
    
    
    
    Total AmountJurisdiction of
    
    
    
    of Class orFormation
    
    
    
    Type of
    
    
    Total Amountand Type of
    
    Class or Type
    
    Pledged
    
    
    of Class or
    
    
    Total
    
    
    Certificate
    
    
    
    
    Name ofName of
    
    Entity of the
    
    of Pledged
    
    Interests
    
    
    Type
    
    
    Amount
    
    
    Number (if
    
    
    Par Value
    
    TransferPledgor
    
    Company
    
    Interest
    
    Authorized
    
    
    Outstanding
    
    
    Pledged
    
    
    applicable)
    
    
    (if applicable)
    
    Agent (if any)Sonic
Financial Corporation
    
    Delaware Corporation
    
    Common Stock
    
    
    200,000,000
    
    
    
    42,393,129
    1
    
    
    2,500,000
    
    
    
    SM15587
    
    
    $.01
    
    American 
Stock Transfer 
Trust Company LLCSonic 
Financial Corporation
    
    Delaware Corporation
    
    Common Stock
    
    
    200,000,000
    
    
    
    42,393,129
    1
    
    
    2,500,000
    
    
    
    SM15588
    
    
    $.01
    
    American 
Stock Transfer Trust 
Company LLC
 
 1
    
    This amount was the amount of common shares
outstanding as of November 4, 2009 as identified on the Companys Form 10-Q
filed with the Securities and Exchange Commission on November 5, 2009.




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SCHEDULE II
 Name and Address of
    
    Type of Entity of
    
    Jurisdiction of Formation
    
    Jurisdiction of Formation
    
    Address of ChiefPledgor
    
    Pledgor
    
    of Pledgor
    
    Identification Number
    
    Executive OfficeSonic Financial Corporation
    
    Corporation
    
    North Carolina
    
    741725259
    
    5401 E. Independence Blvd.Charlotte, NC 28218Sonic Financial Corporation
    
    Corporation
    
    North Carolina
    
    741725259
    
    5401 E. Independence Blvd.Charlotte, NC 28218