EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
 CBRE Services, Inc., 

as Issuer, 
 The Guarantors party
hereto, 
 as Guarantors 
 and

 Wells Fargo Bank, National Association 

as Trustee 
 Third Supplemental
Indenture 
 Dated as of December 12, 2014 

$125,000,000 aggregate principal amount of 5.25% Senior Notes due 2025 

 
  







 THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental
Indenture”), dated as of December 12, 2014, between CBRE Services, Inc., a Delaware corporation (the “Issuer”), CBRE Group, Inc., a Delaware corporation (“Parent”), each subsidiary guarantor party
hereto (each, a “Subsidiary Guarantor”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”). 

WITNESSETH THAT: 

WHEREAS, the Issuer, the Guarantors and the Trustee have entered into an Indenture (the “Base Indenture” and,
as supplemented by the Second Supplemental Indenture, dated as of September 26, 2014 (the “Second Supplemental Indenture”), among the Issuer, Parent, the Subsidiary Guarantors and the Trustee and, as supplemented by this Third
Supplemental Indenture, the “Indenture”), dated as of March 14, 2013, providing for the issuance from time to time of series of its Securities (as defined in the Base Indenture); 

WHEREAS, pursuant to Section 301 of the Base Indenture and the Second Supplemental Indenture, the Issuer, for its lawful
corporate purposes, created and authorized a new series of Securities to be known as the 5.25% Senior Notes due 2025 (the “Notes”), and on September 26, 2014, the Issuer issued $300,000,000 aggregate principal amount of the
Notes (the “Initial Notes”); 
 WHEREAS, Section 2.01 of the Second Supplemental Indenture provides
that Additional Notes (as defined in the Second Supplemental Indenture) ranking equally and ratably with the Initial Notes may be created and issued from time to time, without notice to or consent of the Holders of the Notes and shall be
consolidated and form a single series with the Initial Notes; 
 WHEREAS, the Issuer has duly authorized the execution and
delivery of this Third Supplemental Indenture to provide for the issuance of $125,000,000 aggregate principal amount of Additional Notes and Parent and the Subsidiary Guarantors have duly authorized the execution and delivery of this Third
Supplemental Indenture; and 
 WHEREAS, all things necessary to make this Third Supplemental Indenture a valid agreement
according to its terms have been done, and all things necessary to make such Additional Notes, when executed by the Issuer and authenticated and delivered by or on behalf of the Trustee in accordance with the Indenture, the valid, binding and legal
obligations of the Issuer have been done; 
 NOW, THEREFORE: 

In order to declare the terms and conditions upon which such Additional Notes are executed, registered, authenticated, issued
and delivered, and in consideration of the premises, of the purchase and acceptance of such Additional Notes by the Holders thereof and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of
the Issuer and the Guarantors covenants and 

  
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agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of such Additional Notes, as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Relation to Base Indenture. This Third Supplemental Indenture constitutes an integral part of
the Base Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern and be controlling in respect
of the Additional Notes specified in Section 2.01 hereof. 
 SECTION 1.02. Definition of Terms. For all purposes
of this Third Supplemental Indenture: 
 (a) Capitalized terms used but not otherwise defined herein shall have the meanings
specified in the Base Indenture and the Second Supplemental Indenture, and all other terms defined in this Third Supplemental Indenture shall have the meanings assigned to them; 

(b) the terms defined in this Third Supplemental Indenture include the plural as well as the singular; and 

(c) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or Section, as the case may be, of this Third Supplemental Indenture. 
 ARTICLE II 

Additional Notes 

SECTION 2.01. Additional Notes. One hundred twenty five million U.S. Dollars ($125,000,000) aggregate principal amount
of Additional Notes shall be issued under the Indenture. Such Additional Notes shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than issue date and
issue price) as the Initial Notes, and be guaranteed by the Guarantors in accordance with the Indenture; provided that the Issuer may pay interest accruing prior to the issue date of such Additional Notes. 

ARTICLE III 
 Miscellaneous
Provisions 
 SECTION 3.01. Ratification of Indenture. The Base Indenture, as supplemented by the Second
Supplemental Indenture and this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture 

  
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shall be deemed to be part of the Base Indenture and the Second Supplemental Indenture in the manner and to the extent herein and therein provided. 

SECTION 3.02. Provisions of General Application. The provisions of Sections 112, 115, 118 of the Base Indenture shall
apply to this Third Supplemental Indenture mutatis mutandis. 
 SECTION 3.03. Counterparts. The parties hereto
may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

[Remainder of Page Intentionally Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the day and year first written above. 
  

			
	 CBRE SERVICES, INC., as Issuer

	 CBRE GROUP, INC., as Parent

		
	 By:
	 	   /s/ James R. Groch

		 	 Name: James R. Groch

		 	 Title:   Chief Financial Officer




  
 [Signature Page to
the Third Supplemental Indenture] 








 
			
	 CBRE CONSULTING, INC.

	 CBRE GLOBAL INVESTORS, INC.

	 CBRE GLOBAL INVESTORS, LLC

	 CBRE, INC.

	 CB/TCC HOLDINGS LLC

	 CB/TCC, LLC

	 CBRE CAPITAL MARKETS OF TEXAS, LP

	 CBRE CAPITAL MARKETS, INC.

	 CBRE CLARION CRA HOLDINGS, INC.

	 CBRE CLARION REI HOLDING, INC.

	 CBRE GOVERNMENT SERVICES, LLC

	 CBRE BUSINESS LENDING, INC.

	 CBRE PARTNER, INC.

	 CBRE TECHNICAL SERVICES, LLC

	 CBRE-PROFI ACQUISITION CORP.

	 CBRE TECHNICAL SERVICES, LLC

	 CBRE/LJM MORTGAGE COMPANY, L.L.C.

	 INSIGNIA/ESG CAPITAL CORPORATION

	 THE POLACHECK COMPANY, INC.

	 TRAMMELL CROW COMPANY, LLC

		
	 By:
	 	   /s/ Debera Fan

		 	 Name: Debera Fan

		 	 Title:   Senior Vice President & Treasurer




  
 [Signature Page to
the Third Supplemental Indenture] 








 
			
	 CB/TCC GLOBAL HOLDINGS LIMITED

		
	 By:
	 	   /s/ Gil Borok

		 	 Name: Gil Borok

		 	 Title:   Director

		
	 By:
	 	   /s/ Laurence H. Midler

		 	 Name: Laurence H. Midler

		 	 Title:   Secretary

	
	TRAMMELL CROW DEVELOPMENT & INVESTMENT, INC.
		
	 By:
	 	   /s/ Scott A. Dyche

		 	 Name: Scott A. Dyche

		 	 Title:   Executive Vice President




  
 [Signature Page to
the Third Supplemental Indenture] 









			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	 By:
	 	   /s/ Maddy Hall

		 	 Name: Maddy Hall

		 	 Title:   Vice President



  
 [Signature Page to
the Third Supplemental Indenture]