Exhibit 25.2

 

 

securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

	800 Nicollet Mall Minneapolis, Minnesota			55402
	(Address of principal executive offices)			(Zip Code)

Muriel Shaw
U.S. Bank National Association
EX-GA-ATPT
1349 W. Peachtree Street, NW
Two Midtown Plaza, Suite 1050
Atlanta, GA 30309
404-898-8822
(Name, address and telephone number of agent for service)

GRAPHIC PACKAGING HOLDING COMPANY
GRAPHIC PACKAGING INTERNATIONAL, INC.
(Issuer with respect to the Securities)

	Delaware			58-2205241
	Delaware			84-0772929
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

	814 Livingston Court Marietta, Georgia			30067
	(Address of Principal Executive Offices)			(Zip Code)

Subordinated Debt Securities
(Title of the Indenture Securities)

FORM T-1

Item 1.		GENERAL INFORMATION. Furnish the following information as to the Trustee.

	a)		Name and address of each examining or supervising authority to which it is subject.           Comptroller of the Currency           Washington, D.C.
	b)		Whether it is authorized to exercise corporate trust powers.           Yes

Item 2.		AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.           None
Items 3-15		Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.		LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

	1.		A copy of the Articles of Association of the Trustee.*
	2.		A copy of the certificate of authority of the Trustee to commence business.*
	3.		A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
	4.		A copy of the existing bylaws of the Trustee.**
	5.		A copy of each Indenture referred to in Item 4. Not applicable.
	6.		The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
	7.		Report of Condition of the Trustee as of December 31, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. ** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-159463 filed on August 21, 2009.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 26th of April, 2010.

				By:		/s/ Muriel Shaw
						Muriel Shaw Assistant Vice President
By:		/s/ Raymond Haverstock
		Raymond Haverstock Vice President

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 26, 2010

				By:		/s/ Muriel Shaw
						Muriel Shaw Assistant Vice President
By:		/s/ Raymond Haverstock
		Raymond Haverstock Vice President

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2009

($000’s)

		12/31/2009
Assets
Cash and Balances Due From Depository Institutions		$	6,198,904
Securities			43,054,635
Federal Funds			3,431,853
Loans & Lease Financing Receivables			189,772,027
Fixed Assets			4,797,639
Intangible Assets			13,399,731
Other Assets			15,721,341
Total Assets		$	276,376,130
Liabilities
Deposits		$	194,253,182
Fed Funds			10,148,686
Treasury Demand Notes			0
Trading Liabilities			345,396
Other Borrowed Money			31,068,244
Acceptances			0
Subordinated Notes and Debentures			7,629,967
Other Liabilities			6,705,043
Total Liabilities		$	250,150,518
Equity
Minority Interest in Subsidiaries		$	1,629,447
Common and Preferred Stock			18,200
Surplus			12,642,020
Undivided Profits			11,935,945
Total Equity Capital		$	26,225,612
Total Liabilities and Equity Capital		$	276,376,130

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:		/s/ Muriel Shaw
		Assistant Vice President
Date:		April 26, 2010