Terrestar SC 13D/A / HARBINGER CAPITAL PARTNERS MASTER FUND I ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

TERRESTAR CORP

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

881451108

(CUSIP Number)

Philip Falcone

450 Park Avenue, 30th Floor

New York, NY 10022

(212) 339-5100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 25, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	SCHEDULE 13D
CUSIP No.: 881451108			Page 2 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 32,935,713
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 32,935,713
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 32,935,713
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.0%
14.	Type of Reporting Person: CO

	SCHEDULE 13D
CUSIP No.: 881451108			Page 3 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER CAPITAL PARTNERS LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 32,935,713
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 32,935,713
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 32,935,713
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.0%
14.	Type of Reporting Person: CO

	SCHEDULE 13D
CUSIP No.: 881451108			Page 4 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,640,551
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 11,640,551
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,640,551
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person: PN

	SCHEDULE 13D
CUSIP No.: 881451108			Page 5 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,640,551
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 11,640,551
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,640,551
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person: CO

	SCHEDULE 13D
CUSIP No.: 881451108			Page 6 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,811,590
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,811,590
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,811,590
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 2.7%
14.	Type of Reporting Person: CO

	SCHEDULE 13D
CUSIP No.: 881451108			Page 7 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER CAPITAL PARTNERS II LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,811,590
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power �� 3,811,590
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,811,590
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 2.7%
14.	Type of Reporting Person: PN

	SCHEDULE 13D
CUSIP No.: 881451108			Page 8 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER CAPITAL PARTNERS II GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,811,590
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,811,590
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,811,590
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 2.7%
14.	Type of Reporting Person: CO

	SCHEDULE 13D
CUSIP No.: 881451108			Page 9 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HARBINGER HOLDINGS, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 44,576,264
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 44,576,264
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 44,576,264
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 31.3%
14.	Type of Reporting Person: CO

	SCHEDULE 13D
CUSIP No.: 881451108			Page 10 of 19 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). PHILIP FALCONE
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Persons With		7.	Sole Voting Power 0
		8.	Shared Voting Power 48,387,854
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 48,387,854
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 48,387,854
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 34.0%
14.	Type of Reporting Person: IN

	SCHEDULE 13D
CUSIP No.: 881451108			Page 11 of 19 Pages

Item 1. Security and Issuer

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment No. 19 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on February 21, 2007, as amended by Amendments Nos. 1-18, the last of which was filed on October 16, 2009 (as amended, the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of TerreStar Corporation (“TerreStar”), whose principal executive offices are located at 12010 Sunset Hills Road, 6th Floor, Reston, VA 20190.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c,f) This Schedule 13D is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”); Harbinger Capital Partners LLC (“Harbinger LLC”), the investment manager of the Master Fund; Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund”); Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”), the general partner of the Special Fund; Credit Distressed Blue Line Master Fund, Ltd. (the “Blue Line Fund”); Harbinger Capital Partners II LP (“HCP II”), the investment manager of the Blue Line Fund; Harbinger Capital Partners II GP LLC (“HCP II GP”), the general partner of HCP II; Harbinger Holdings, LLC (“Harbinger Holdings”), the manager of Harbinger LLC and HCPSS; and Philip Falcone, the managing member of HCP II GP and Harbinger Holdings, and the portfolio manager of the Master Fund, the Special Fund and the Blue Line Fund (each of the Master Fund, Harbinger LLC, Special Fund, HCPSS, Blue Line Fund, HCP II, HCP II GP, Harbinger Holdings and Philip Falcone may be referred to herein as a “Reporting Person,” and collectively may be referred to as “Reporting Persons”).

The Master Fund and Blue Line Fund are exempted companies organized under the laws of the Cayman Islands, each with a principal business address at c/o International Fund Services (Ireland) Limited, 78 Sir John Rogerson’s Quay, Dublin 2, Ireland. Each of Harbinger LLC, HCPSS, HCP II GP and Harbinger Holdings is a Delaware limited liability company. Each of the Special Fund and HCP II is a Delaware limited partnership. Philip Falcone is a citizen of the United States of America. The principal business address for each of Harbinger LLC, the Special Fund, HCPSS, HCP II, HCP II GP, Harbinger Holdings, and Philip Falcone is 450 Park Avenue, 30th Floor New York, NY 10022.

(d) Mr. Falcone has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of the date hereof the Master Fund may be deemed to beneficially own 32,935,713 Shares.

	SCHEDULE 13D
CUSIP No.: 881451108			Page 12 of 19 Pages

As of the date hereof Harbinger LLC may be deemed to beneficially own 32,935,713 Shares.

As of the date hereof the Special Fund may be deemed to beneficially own 11,640,551 Shares.

As of the date hereof the HCPSS may be deemed to beneficially own 11,640,551 Shares.

As of the date hereof the Blue Line Fund may be deemed to beneficially own 3,811,590 Shares.

As of the date hereof HCP II may be deemed to beneficially own 3,811,590 Shares.

As of the date hereof HCP II GP may be deemed to beneficially own 3,811,590 Shares.

As of the date hereof Harbinger Holdings may be deemed to beneficially own 44,576,264 Shares.

As of the date hereof Mr. Falcone may be deemed to beneficially own 48,387,854 Shares.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following to the end thereof:

The Reporting Persons have acquired or disposed of the Shares for investment purposes. The Reporting Persons evaluate their investment in the securities on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 32,935,713 Shares, constituting 23.0% of the 143,151,084* total Shares outstanding.

The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 32,935,713 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 32,935,713 Shares.

(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 32,935,713 Shares, constituting 23.0% of the 143,151,084* total Shares outstanding.

Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 32,935,713 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 32,935,713 Shares.

	SCHEDULE 13D
CUSIP No.: 881451108			Page 13 of 19 Pages

(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 11,640,551 Shares, constituting 8.3% of the 140,186,154* total Shares outstanding.

The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,640,551 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,640,551 Shares.

(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 11,640,551 Shares, constituting 8.3% of the 140,186,154* total Shares outstanding.

HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,640,551 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,640,551 Shares.

(a, b) As of the date hereof, the Blue Line Fund may be deemed to be the beneficial owner of 3,811,590 Shares, constituting 2.7% of the 143,277,624* total Shares outstanding.

The Blue Line Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,811,590 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,811,590 Shares.

(a, b) As of the date hereof, HCP II may be deemed to be the beneficial owner of 3,811,590 Shares, constituting 2.7% of the 143,277,624* total Shares outstanding.

HCP II has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,811,590 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,811,590 Shares.

(a, b) As of the date hereof, HCP II GP may be deemed to be the beneficial owner of 3,811,590 Shares, constituting 2.7% of the 143,277,624* total Shares outstanding.

HCP II GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,811,590 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,811,590 Shares.

(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 44,576,264 Shares, constituting 31.3% of the 143,871,204* total Shares outstanding.

Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 44,576,264 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 44,576,264 Shares.

(a, b) As of the date hereof, Mr. Falcone may be deemed to be the beneficial owner of 48,387,854 Shares, constituting 34.0% of the 147,682,794* total Shares outstanding.

Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 48,387,854 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 48,387,854 Shares.

	SCHEDULE 13D
CUSIP No.: 881451108			Page 14 of 19 Pages

* This figure is based on 139,466,034 Shares outstanding (as of August 2, 2010, according to the Issuer’s most recent Form 10-Q, filed on August 6, 2010), adjusted for derivative securities held by the Reporting Person.

(c) The trading dates, number of Shares acquired and disposed of, and the price per share for all transactions in the Shares by the Reporting Persons in the past sixty days are set forth in Exhibit B. These transactions were all open-market.

(d) This Item 5(d) is not applicable.

(e) This Item 5(e) is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 is not applicable.

Item 7. Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions

	SCHEDULE 13D
CUSIP No.: 881451108			Page 15 of 19 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

By: HARBINGER CAPITAL PARTNERS LLC

By: HARBINGER HOLDINGS, LLC, Manager

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS LLC

By: HARBINGER HOLDINGS, LLC, Manager

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

By: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

By: HARBINGER HOLDINGS, LLC, Managing Member

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

By: HARBINGER HOLDINGS, LLC, Managing Member

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

	SCHEDULE 13D
CUSIP No.: 881451108			Page 16 of 19 Pages

CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD.

By: HARBINGER CAPITAL PARTNERS II LP

By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS II LP

By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS II GP LLC

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER HOLDINGS, LLC

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

/s/ Philip Falcone

Philip Falcone

October 29, 2010

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

	SCHEDULE 13D
CUSIP No.: 881451108			Page 17 of 19 Pages EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share of TerreStar Corp, dated as of October 29, 2010 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

By: HARBINGER CAPITAL PARTNERS LLC

By: HARBINGER HOLDINGS, LLC, Manager

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS LLC

By: HARBINGER HOLDINGS, LLC, Manager

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

By: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

By: HARBINGER HOLDINGS, LLC, Managing Member

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

By: HARBINGER HOLDINGS, LLC, Managing Member

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

	SCHEDULE 13D
CUSIP No.: 881451108			Page 18 of 19 Pages

CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD.

By: HARBINGER CAPITAL PARTNERS II LP

By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS II LP

By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER CAPITAL PARTNERS II GP LLC

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

HARBINGER HOLDINGS, LLC

By: /s/ Philip Falcone

Name: Philip Falcone

Title: Managing Member

/s/ Philip Falcone

Philip Falcone

October 29, 2010

	SCHEDULE 13D
CUSIP No.: 881451108			Page 19 of 19 Pages EXHIBIT B

SCHEDULE OF TRANSACTIONS

Master Fund

Dates	Shares Acquired or Disposed of	Price per Share
October 22, 2010	(452,000)	0.1777
October 25, 2010	(1,037,617)	0.1591
October 26, 2010	(288,835)	0.1413
October 27, 2010	(607,279)	0.125

Special Fund

Dates	Shares Acquired or Disposed of	Price per Share
October 25, 2010	(387,383)	0.1591
October 26, 2010	(107,833)	0.1413
October 27, 2010	(226,271)	0.125

Blue Line Fund

Dates	6.5% Senior Exchangeable PIK Notes* Acquired or Disposed of	Price per Share
October 27, 2010	9,402,378	43.5
October 27, 2010	11,843,804	45.5

*These 6.5% Senior Exchangeable PIK Notes are exchangeable for Shares at a conversion rate of 5.57 notes per Share.

Terrestar Inactive SC 13D/ATERRESTAR / HARBINGER CAPITAL PARTNERS MASTER FUND I ownership change