EX-4.1



 Exhibit 4.1 

FIFTH SUPPLEMENTAL INDENTURE 

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2015, among CBRE GWS LLC,
a Delaware limited liability company (the “Guaranteeing Subsidiary”), and an indirect subsidiary of CBRE Services, Inc., a Delaware corporation (the “Issuer”), the Issuer and Wells Fargo Bank, National Association,
as trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, each of the Issuer and the Initial Guarantors has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of March 14, 2013, providing for the issuance of an unlimited aggregate principal amount of debt securities (the “Securities”); 

WHEREAS, the Indenture provides that under certain circumstances subsidiaries of the Issuer shall execute and deliver to the Trustee a
supplemental indenture pursuant to which such subsidiaries shall unconditionally Guarantee all of the Issuer’s payment obligations under a specified series of the Securities on the terms and conditions set forth herein and under the Indenture;
and 
 WHEREAS, pursuant to Section 901(4) of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental
Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

1.         Capitalized Terms.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. 

2.         Guarantor.  The Guaranteeing Subsidiary hereby agrees to be a
Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors of the Issuer’s: 
  

	 	A.	5.00% Senior Notes due 2023 (the “2023 Notes”), including Article VI of the First Supplemental Indenture, dated as of March 14, 2013, relating to the 2023 Notes; 


 

	 	B.	5.25% Senior Notes due 2025 (the “2025 Notes”), including Article VI of the Second Supplemental Indenture dated as of September 24, 2014, relating to the 2025 Notes; and 


 

	 	C.	4.875% Senior Notes due 2026 (the “2026 Notes” and, collectively with the 2023 Notes and the 2025 Notes, the “Specified Securities”), including Article VI of the Fourth Supplemental
Indenture, dated as of August 13, 2015, relating to the 2026 Notes; 

 and, with respect each of the Specified Securities, including
Article XV of the Indenture. 

  
 1 








 3.         Governing Law.  THIS
FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

4.         Waiver of Jury Trial.  EACH OF THE GUARANTEEING SUBSIDIARY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE ISSUER, THE GUARANTORS AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS FIFTH
SUPPLEMENTAL INDENTURE, THE INDENTURE, THE GUARANTEES OR THE SPECIFIED SECURITIES. 

5.         Counterparts.  The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

6.         Headings.  The section headings of this Fifth Supplemental Indenture
are for convenience only and shall not affect the construction hereof. 

7.         Binding Obligation.  This Fifth Supplemental Indenture has been duly
executed and delivered by the Guaranteeing Subsidiary and constitutes a valid and binding agreement of each of the Guaranteeing Subsidiary, enforceable against the Guaranteeing Subsidiary in accordance with its terms, except as the enforcement
thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the rights and remedies of creditors, (b) general equitable principles (whether
considered in a proceeding in equity or law) and (c) an implied covenant of good faith and fair dealing. 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

					
	  CBRE GWS LLC
			
		 	By	 	CBRE, INC., its sole member
			
		 	By	 	
		 		 	   /s/ STEPHEN BALLAS

		 		 	  Name: Stephen Ballas
		 		 	  Title:   Senior Vice President


  

					
	  CBRE SERVICES, INC., as Issuer
			
		 	By	 	
		 		 	   /s/ DEBERA FAN

		 		 	  Name:   Debera Fan


 
									
		 		 	   Title:	 		 	  Senior Vice President and
		 		 		 		 	  Treasurer


  

					
	   WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

			
		 	By	 	
		 		 	   /s/ JOHN C. STOHLMANN

		 		 	  Name:  John C. Stohlmann
		 		 	  Title:    Vice President


  
  

[Signature page Fifth Supplemental Indenture] 

  
 3