MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036

Exhibit 10.1

CONFIDENTIAL

August 23, 2012

Tornier, Inc.

7701 France Avenue

Suite 600

Edina, MN 55435

Attention: James Erickson

Project Oscar

Secured Credit Facilities

Commitment Letter

Ladies and Gentlemen:

You have advised Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its affiliates designated to act in such capacity, “MLPFS”), Bank of America, N.A. (“Bank of America”), Société Générale (“SG”), SG Americas Securities, LLC (“SGAS”), Bank of Montreal (“BMO”), BMO, acting through its trade name BMO Capital Markets, and JPMorgan Chase Bank, N.A. (“JPMCB” and, together with MLPFS, Bank of America, SG, SGAS, BMO and any other initial lender or joint lead arranger that becomes a party hereto with your consent in accordance with the terms hereof after the date hereof and the respective affiliates of each of the foregoing, “we”, “us” or the “Commitment Parties”) that you or a newly created entity formed at your direction (“Merger Sub”) intend to acquire (the “Acquisition”), directly or indirectly, an entity previously identified to us by you as “Oscar” (the “Company”). You have further advised us that, in connection with the foregoing, you intend to obtain up to $145.0 million in senior secured revolving credit and term loan facilities on the terms described in the Term Sheet (as defined below) (the “Credit Facilities”) in connection therewith (collectively, together with the Acquisition, the “Transactions”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”; this commitment letter, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit B, collectively, the “Commitment Letter”).

1. Commitments.

In connection with the Transactions, each of Bank of America, SG, BMO and JPMCB (together with any other initial lender that becomes a party hereto, each an “Initial Lender” and, collectively, the “Initial Lenders”) is pleased to advise you of its several, but not joint, commitment to provide (A) with respect to Bank America, (i) 40% of each Term Facility and (ii) 40% of each Revolving Facility, (B) with respect to SG, (i) 40% of each Term Facility and (ii) 40% of each Revolving Facility, (C) with respect to BMO, (i) 10% of each Term Facility and (ii) 10% of each Revolving Facility and (D) with respect to JPMCB, (i) 10% of each Term Facility and (ii) 10% of each Revolving Facility, in each case subject only to the satisfaction of the conditions set forth in Section 6 hereof, the section entitled “Conditions Precedent to Each Borrowing” in the Term Sheet and in the Summary of Additional Conditions attached hereto as Exhibit B.

2. Titles and Roles.

It is agreed that (a) each of MLPFS and SG Americas Securities will act as a joint lead arranger and a joint bookrunner for the Credit Facilities (each, in such capacities, a “Lead Arranger”), (b) Bank of America will act as administrative agent and collateral agent (in each such capacity, the “Administrative Agent”) for each of the Credit Facilities, (c) SGAS will act as syndication agent and (d) each of BMO, acting through its trade name BMO Capital Markets, and JPMCB will act as co-documentation agents, all upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. You further agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated by this Commitment Letter and the Fee Letter (as defined below)) will be paid in connection with the Credit Facilities unless you and we shall so agree.

3. Syndication.

The Lead Arrangers reserve the right, after your execution of this Commitment Letter and prior to or after the Closing Date, to syndicate all or a portion of each Initial Lender’s respective commitment hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by the Lead Arrangers, in consultation with you, to be approached in such syndication (such Lenders to be approached to be reasonably acceptable to us and you, our and your consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that nothing in this Section 3 shall prevent or limit assignments or participations of the Credit Facilities after the Closing Date in accordance with, and as permitted by, the provisions contained in the Term Sheet); provided that (a) we agree not to syndicate our commitments to certain banks, financial institutions and other institutional lenders and any competitors of Tornier, N.V. and its subsidiaries (including you) (collectively, the “Tornier Group”) or the Company and its subsidiaries, in each case, that have been specified to us by you in writing at any time prior to the date hereof (collectively, “Disqualified Lenders”) and (b) notwithstanding each Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto, in each case unless you expressly agree in writing, (i) no Commitment Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Credit Facilities on the Closing Date subject to the satisfaction of the conditions set forth in Section 6 hereof, the section entitled “Conditions Precedent to Each Borrowing” in the Term Sheet and in Exhibit B hereto) in

2

connection with or as a result of any difficulties regarding any syndication, assignment or participation of the Credit Facilities, including its commitments in respect thereof, until after the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of either Initial Lender’s commitment in respect of the Credit Facilities until the initial funding of the Credit Facilities and (iii) each Initial Lender shall retain exclusive control over (and shall not directly or indirectly agree to accept direction from, or accept direction from, any third party with respect to) all rights and obligations with respect to its commitments in respect of the Credit Facilities, this Commitment Letter and the Fee Letter, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that Initial Lenders commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, all or any portion of the Credit Facilities and in no event shall the commencement or successful completion of syndication of the Credit Facilities constitute a condition to the availability of the Credit Facilities on the Closing Date. The Lead Arrangers shall have the right to commence syndication efforts promptly upon the execution of this Commitment Letter; it is our intent to have lenders commit to the Credit Facilities (subject to the limitations set forth in the preceding paragraph) as soon as practicable after your execution of this Commitment Letter. Commencing on the date hereof and until the earlier of (a) the date upon which a Successful Syndication (as defined in the Fee Letter referred to below) of the Credit Facilities is achieved and (b) the 60^th day following the Closing Date (such earlier date, the “Syndication Date”), you agree actively to assist us in seeking to complete a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and, to the extent practical and appropriate, the Company’s existing lending and investment banking relationships, (b) direct contact between senior management, certain of your representatives and certain of your advisors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to ensure direct contact between senior management of the Company, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times mutually and reasonably agreed upon, (c) your assistance (including the use of commercially reasonable efforts to cause the Company to assist) in the preparation of the Information Memorandum (as defined below) to be used in connection with the syndication and in any event, no later than 20 calendar days prior to the Closing Date, and the other Information Materials (as defined below), (d) your hosting, with the Lead Arrangers, of up to two, or such additional number as may be reasonably requested by the Lead Arrangers and mutually and reasonably agreed upon, meetings with prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts to cause certain officers of the Company to be available for such meetings), (e) your providing or causing to be provided a business plan or projections of the Tornier Group for the fiscal years 2012 through 2018 and for the four quarters beginning with the fourth quarter of 2012 (the “Projections”), (f) to promptly prepare and provide (and to use commercially reasonable efforts to cause the Company to provide) to us all customary information with respect to the Tornier Group, the Company and each of its respective subsidiaries and the Transactions as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Credit Facilities

3

and (g) there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of the Tornier Group, the Company or any of its subsidiaries being offered, placed or arranged (other than the Credit Facilities or any indebtedness of the Company and its subsidiaries permitted to be incurred pursuant to the Merger Agreement (as defined in Exhibit B) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned), if such issuance, offering, placement or arrangement would have, in the reasonable judgment of the Lead Arrangers, a detrimental effect upon the primary syndication of the Credit Facilities.

The Lead Arrangers, in their capacity as such, will manage, in consultation with you, all aspects of any syndication of the Credit Facilities, including decisions as to the selection of Lenders reasonably acceptable to you to be approached (the Lenders to be approached to be subject to our and your consent rights set forth in the second preceding paragraph and excluding in any event Disqualified Lenders) and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon you, the Company or any of your respective affiliates; provided that you shall use commercially reasonable efforts to provide such information without causing any such a violation. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Credit Facilities shall be those required to be delivered pursuant to Exhibit B hereto.

You hereby acknowledge that (a) the Lead Arrangers will make available Information (as defined below), Projections and other offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Credit Facilities (the “Information Memorandum”) (such Information, Projections, other offering and marketing material and the Information Memorandum, collectively, with the Term Sheet, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive information that is (i) not of a type that would be publicly available if you and the Company were public reporting companies and (ii) material non-public information with respect to you, the Company or its subsidiaries or any of your or the Company’s respective securities for purposes of foreign, United States Federal and state securities laws (such information, “MNPI”) and who may be engaged in investment and other market related activities with respect to you or the Company or your or the Company’s respective securities) (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”).

You agree to assist (and to use commercially reasonable efforts to cause the Company to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Credit Facilities that consists exclusively of information of a type that is publicly available and/or does not include MNPI with respect to Holdings or the Company or any of their respective subsidiaries for the purpose of United States federal and state securities laws to be used by Public Siders. The information to be included in the additional version of the

4

Information Materials will be substantially consistent with information that would be included in filings made by the Company with the Securities and Exchange Commission were it a public reporting company. It is understood that in connection with your assistance described above, the Borrower shall provide us with customary authorization letters for inclusion in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any MNPI and exculpate you, the Investors, the Company and us with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any MNPI (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”).

You acknowledge and agree that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to its intended distribution that such materials should only be distributed to Private Siders: (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Credit Facilities’ terms and conditions, (c) drafts and final versions of the Facilities Documentation and (d) publicly filed financial statements, if any, of the Company and its subsidiaries. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your consent.

4. Information.

You hereby represent and warrant that, (a) all written information and written data, other than the Projections and other than information of a general economic or industry specific nature (the “Information”), that has been or will be made available to any Commitment Party directly or indirectly by you, the Company (to the extent such information has been made available at your direction) or by any of your or their respective representatives on your behalf in connection with the Transactions (which information shall be to the best of your knowledge to the extent it relates to the Company or its subsidiaries and businesses), when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates provided thereto) and (b) the Projections that have been or will be made available to any Commitment Party by you, the Company (at your direction) or by any of your or their respective representatives on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished; it being understood that the

5

Projections are as to future events and are not to be viewed as facts, that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Company, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that (with respect to the Information relating to the Company and its subsidiaries, to the best of your knowledge) such representations and warranties are correct in all material respects under those circumstances. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (a) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (b) does not assume responsibility for the accuracy or completeness of the Information or the Projections.

5. Fees.

As consideration for the commitments of the Initial Lenders hereunder and for the agreement of Lead Arrangers to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Credit Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances.

6. Conditions.

The commitments of the Initial Lenders hereunder to fund the Credit Facilities on the Closing Date and the agreements of the Lead Arrangers to perform the services described herein are subject solely to (a) the conditions set forth in this Section 6, (b) the conditions set forth in the section entitled “Conditions to the Borrowings on the Closing Date” in Exhibit A hereto and (c) the conditions set forth in Exhibit B hereto, and upon satisfaction (or waiver by all Commitment Parties) of such conditions, the initial funding of the Credit Facilities shall occur.

The commitments of the Initial Lenders hereunder and the agreements of the Lead Arrangers to perform the services described herein are subject to the negotiation, execution and delivery of definitive documentation for the Credit Facilities (which you agree will be initially drafted by counsel to the Commitment Parties), including the Credit Agreement, the Security Documents and related ancillary agreements, certificates, schedules and other documents, closing certificates (including a solvency certificate substantially in the form of Annex I hereto, evidences of authority, charter documents and officers’ incumbency certificates) and customary legal opinions with respect to the Credit Facilities (collectively, the “Facilities Documentation”), in each case consistent with the Documentation Principles; provided that, notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Tornier Group or any member thereof, the Borrower, the

6

Guarantors, the Company, the Investors (as defined below), your and their respective subsidiaries and your and their respective businesses the accuracy of which shall be a condition to the availability of the Credit Facilities on the Closing Date shall be (A) such of the representations made by the Company or any of its affiliates with respect to the Company and its subsidiaries in the Merger Agreement (as defined in Exhibit B) as are material to the interests of the Lenders, but only to the extent that you have the right (determined without regard to any notice requirements) to terminate your obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (to such extent, the “Specified Merger Agreement Representations”) and (B) the Specified Representations (as defined below) made by the Borrower and the Guarantors in the Facilities Documentation and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability of the Credit Facilities on the Closing Date if the conditions set forth in this Section 6, in the section entitled “Conditions to the Borrowings on the Closing Date” in Exhibit A hereto and in Exhibit B hereto are satisfied (it being understood that, to the extent any foreign guarantee or security interest in any Collateral (as defined in Exhibit A) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the equity securities of the Borrower and any domestic subsidiaries of the Borrower (to the extent (i) required by Exhibit A or (ii) if certificated and pledged to the Company’s existing financing source, such certificates are obtained from such financing source prior to the Closing Date) and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of such guarantee or a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably but in any event no later than 90 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower)). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in the Facilities Documentation relating to corporate or other organizational existence, power and authority, due authorization, execution and delivery and enforceability and no conflicts with laws or charter documents, in each case, related to, the entering into and performance of the Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of Holdings and its subsidiaries on a consolidated basis; Federal Reserve margin regulations; the Investment Company Act; and, subject to the parenthetical in the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

7. Indemnity.

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Credit Facilities, you agree (a) to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, controlling persons, advisors and other representatives and their successors and permitted assigns of each of the foregoing (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and

7

reasonable and documented and invoiced out-of-pocket fees and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel), to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with, this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby, the Credit Facilities or any use of the proceeds thereof or any claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other third person, and to reimburse each such Indemnified Person upon demand for any reasonable and documented and invoiced out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person) or other reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any of such Indemnified Person’s affiliates under this Commitment Letter, the Term Sheet or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding that does not involve an act or omission by you or any of your affiliates (as determined by a court of competent jurisdiction in a final and non-appealable decision) and that is brought by an Indemnified Person against any other Indemnified Person (other than claims against the Lead Arrangers or the Administrative Agent in acting in such capacity) and (b) to the extent the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented and invoiced out-of-pocket expenses (including but not limited to reasonable and documented and invoiced fees and expenses of each Commitment Party’s consultants (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Commitment Parties identified in the Term Sheet and of a single local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), in each case incurred in connection with the Credit Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”). The foregoing provisions in this paragraph shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

8

Notwithstanding any other provision of this Commitment Letter, (a) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (b) none of we, you, the Investors (as defined below), the Company or any affiliates of any of the foregoing or any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) (other than, in the case of you, in respect of any such damages incurred or paid by an Indemnified Party to a third party) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Credit Facilities and the use of proceeds thereunder), or with respect to any activities related to the Credit Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in the immediately preceding paragraph.

You shall not be liable for any settlement of any Proceeding effected without your consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 7.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person. It is further agreed that the Commitment Parties shall be severally liable in respect of their respective commitments to the Credit Facilities, on a several, and not joint, basis with any other Lender; provided that without your consent no Commitment Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Credit Facilities on the Closing Date subject to the satisfaction of all conditions to such obligation set forth in the section entitled “Conditions Precedent to Each Borrowing” in the Term Sheet and in the Summary of Additional Conditions attached hereto as Exhibit B in connection with any syndication, assignment or participation of all or any portion of the Credit Facilities, including its commitments in respect thereof, until after the Closing Date has occurred.

9

8. Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Company and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. None of the Commitment Parties or their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

You also acknowledge that each of the Commitment Parties may be a full service securities firm engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, certain of the Commitment Parties and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of the Company and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Certain of the Commitment Parties or their respective affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Company or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of the Company and you. You agree that the Commitment Parties will act under this letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and you and the Company, your and their respective equity holders or your and their respective affiliates. You acknowledge and agree that (a) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties and their affiliates, on the one hand, and you and the Company, on the other, (b) in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Company, your and their management, stockholders, creditors, affiliates or any other person, (c) the Commitment Parties and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary

10

responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or the Company on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter, (d) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and (e) you have consulted your own legal, accounting, regulatory, tax and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto.

9. Confidentiality.

You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without the prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed), except (a) to certain other investors arranged by and/or designated by Warburg Pincus LLC and its affiliates (“Warburg Pincus”) (collectively with Warburg Pincus, the “Investors”), and to your and any of the Investors’ officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders on a confidential and need-to-know basis, (b) if the Commitment Parties consent in writing to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter (but not the Fee Letter) and the contents hereof to the Company, their respective subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents (but not the Fee Letter) in any syndication or other marketing materials in connection with the Credit Facilities or in connection with any public filing relating to the Transactions, (iii) you may disclose the Term Sheet and the contents thereof, to potential Lenders and to rating agencies in connection with obtaining ratings for the Borrower and the Credit Facilities, (iv) you may disclose the aggregate fee amounts contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in marketing materials for the Credit Facilities or in any public filing relating to the Transactions and (v) to the extent portions thereof have been redacted in a manner to be reasonably agreed by us (including the portions thereof addressing fees payable to the Commitment Parties and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Company, its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders, on a confidential and need-to-know basis.

11

The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent the Commitment Parties and their affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree, to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Commitment Parties or any of their affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Investors, the Company or any of your or their respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by any Commitment Party from a third party that is not, to such Commitment Party’s knowledge, subject to or in breach of contractual or fiduciary confidentiality obligations owing to you, the Investors, the Company or any of your or their respective affiliates or related parties, (e) to the extent that such information is independently developed by the Commitment Parties, (f) to the Commitment Parties’ affiliates and to its and their respective employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions or in the case of such affiliates for reporting and other administrative purposes and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g) to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to the Borrower or any of its subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) including pursuant to standard “click through” agreements) or (h) for purposes of establishing a “due diligence” defense; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any marketing materials) in accordance with the standard syndication processes of the Lead Arrangers or customary market standards for dissemination of such type of information (which may include standard “click through” agreements. The Commitment Parties’ and their affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the definitive documentation relating to the Credit Facilities upon the initial funding thereunder; provided that if the Closing Date does not occur, this paragraph shall automatically terminate on the second anniversary hereof.

12

10. Miscellaneous.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than by you to the Company or another newly formed entity created for the purpose of consummating the Acquisition, so long as the Company or such other newly formed entity is, or substantially simultaneously with such assignment will be, controlled by you and after giving effect to the Transactions shall (directly or through a wholly-owned subsidiary) own the Company or be the successor to the Company) without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, the Commitment Parties reserve the right to employ the services of their affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Commitment Parties, the Lead Arrangers and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), together with the Fee Letter dated the date hereof, (a) are the only agreements that have been entered into among the parties hereto with respect to the Credit Facilities and (b) supersede all prior understandings, whether written or oral, among us with respect to the Credit Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; provided, however, that (i) the determination of the accuracy of any Specified Merger Agreement Representation, (ii) the interpretation of whether a Material Adverse Effect (as defined in the Merger Agreement) has occurred with respect to the Company and (iii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement shall, in each case, be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

13

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitment provided hereunder is subject to the conditions precedent expressly described in Section 1 of this Commitment Letter (including, without limitation, the execution and delivery of the Facilities Documentation, which shall, in each case, be consistent with the Documentation Principles). Reasonably promptly after the execution of this Commitment Letter, the parties hereto shall proceed with the negotiation of the Facilities Documentation for the purpose of executing and delivering the Facilities Documentation as soon as reasonably possible.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting, in each case, in the Borough of Manhattan in the City of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”)), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders.

If the Closing Date occurs, you agree that the Commitment Parties shall have the right to place advertisements in financial and other newspapers and journals at their own expense describing their services to you and the Company; provided that the Commitment Parties will submit a copy of any such advertisements to you for your prior approval, which approval will not be unreasonably withheld.

14

The indemnification, compensation (if applicable), reimbursement (if applicable), jurisdiction, governing law, venue, waiver of jury trial, syndication and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lender’s commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the Syndication Date and (b) confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to MLPFS on behalf of the Commitment Parties, executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on August 27, 2012. The Initial Lenders’ commitments and the obligations of the Lead Arrangers hereunder will expire at such time in the event that MLPFS has not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter, we agree to hold our commitment available for you until the earliest of (a) after execution of the Merger Agreement and prior to the consummation of the Acquisition, the termination of the Merger Agreement in accordance with its terms, (b) the consummation of the Acquisition with or without the funding of the Credit Facilities and (c) 11:59 p.m., New York City time, on December 31, 2012. Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of each of the Commitment Parties hereunder and the agreements of the Lead Arrangers to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension in writing.

[Remainder of this page intentionally left blank]

15

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

EXHIBIT A

CONFIDENTIAL

August 23, 2012

Project Oscar

$15.0 million Senior Secured Multicurrency Revolving Facility

$15.0 million Senior Secured EUR Revolving Facility

$75.0 million Senior Secured USD Term Facility

$40.0 million Senior Secured EUR Term Facility

Summary of Principal Terms and Conditions

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

A-10

A-11

A-12

A-13

A-14

A-15

A-16

A-17

A-18

A-19

A-20

A-21

ANNEX I

Annex I-1

Annex I-2

EXHIBIT B

Project Oscar

Credit Facilities

Summary of Additional Conditions

The initial borrowings under the Credit Facilities shall be subject to the following conditions:¹

1. Since December 31, 2011, there has not been or occurred any Material Adverse Effect (as such term is defined in the Merger Agreement) with respect to the Company or any event, condition, change or effect that would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect (as such term is defined in the Merger Agreement) with respect to the Company.

2. All the existing third party indebtedness for borrowed money of the Tornier Group and the Company and its subsidiaries (which shall exclude intercompany indebtedness, existing capital leases and letters of credit, indebtedness permitted to exist under the Merger Agreement and certain limited indebtedness that the Lead Arrangers and you reasonably agree may remain outstanding after the Closing Date) will be refinanced, defeased or repaid and the Administrative Agent shall receive reasonably satisfactory evidence of the refinancing and the discharge (or the making of arrangements for discharge) of all liens other than liens permitted to remain outstanding under the Facilities Documentation (including liens permitted to remain outstanding after the Closing Date pursuant to the Merger Agreement); it being agreed that the delivery of payoff letters, release letters (including intellectual property releases), mortgage releases and UCC-3 financing statements to the Administrative Agent shall be satisfactory evidence.

3. The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Credit Facilities, shall be consummated, in all material respects in accordance with the terms of the Agreement and Plan of Merger dated August 23, 2012 (together with all exhibits, schedules and disclosure letters thereto, collectively, the “Merger Agreement”) entered into by, among others, Holdings, Merger Sub and the Company and certain members of the Company, without giving effect to any modifications, amendments, consents or waivers by you thereto that are materially adverse to the Lenders, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed).

4. The Lead Arrangers shall have received (a) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each fiscal quarter after December 31, 2011 ended at least 45 days before the Closing Date (in each case prepared in accordance with GAAP but without footnotes) and (b) to the extent delivered to you, unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each month after June, 2012 ended at least 30 days before the Closing Date that have been provided to the Borrower by the Sellers (in each case prepared in accordance with GAAP but without footnotes).

B-1

5. The Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve month period ending on December 31, 2011 (or, if later, the last day of the most recently completed month for which financial statements have been provided pursuant to paragraph 4 above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), in accordance with Regulation S-X but, in any event to include all adjustments reflected in the Company Model (together with any updates or modifications thereto reasonably agreed between the Borrower and the Lead Arrangers or as necessary to reflect any exercise of “market flex” pursuant to the Fee Letter) and such other adjustments and deviations from Regulation S-X as may be reasonably mutually agreed.

6. Subject in all respects to the Certain Funds Provisions, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral required to be delivered on the Closing Date shall have been executed and delivered and, if applicable, be in proper form for filing.

7. The Administrative Agent and the Lead Arrangers shall have received all documentation and other information about the Borrower and the Guarantors at least 5 Business Days prior to the Closing Date as has been reasonably requested in writing at least 10 Business Days prior to the Closing Date by the Administrative Agent or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

8. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent documented and invoiced at least three business days prior to the Closing Date, shall, upon the initial borrowing under the Credit Facilities, have been paid (which amounts may be offset against the proceeds of the Credit Facilities).

9. The Lead Arrangers shall have been afforded a marketing period of at least 20 consecutive calendar days prior to the Closing Date (provided that such 20 consecutive calendar day period shall commence no earlier than September 4, 2012) following delivery by the Borrower of the Information Memorandum to seek to syndicate the Credit Facilities.

B-2