AMENDMENT NO. 1 TO TERM LOAN AGREEMENT AND WAIVER

Exhibit 10.2

Execution Version

AMENDMENT NO. 1 TO TERM LOAN AGREEMENT AND WAIVER

This Amendment No. 1 to Term Loan Agreement and Waiver (this “ Amendment ”) is dated as of February 21, 2008, by and among AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “ Borrower ”), the Subsidiaries of the Borrower party hereto (collectively, the “ Subsidiary Guarantors ” and together with the Borrower, the “ Credit Parties ”), the lending institutions party to the Credit Agreement, as hereinafter defined (the “ Lenders ”), and KBCM BRIDGE LLC, a Delaware limited liability company, as a Lender and as administrative agent for the Lenders (the “ Administrative Agent ”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Term Loan Agreement, dated as of September 25, 2007 (as the same may be amended, restated or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Forbearance Agreement, dated as of January 11, 2008 (the “ Forbearance Agreement ”); and certain provisions set forth in the Forbearance Agreement expire on February 29, 2008;

WHEREAS, the Credit Parties have requested, and the Administrative Agent and the Lenders have agreed, to amend the Credit Agreement to modify certain provisions thereof and to waive the Existing Default (as defined below);

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable considerations, the Credit Parties, the Administrative Agent and the Lenders hereby agree as follows:

Section 1. Definitions . Each capitalized term used herein and not otherwise defined in this Amendment shall be defined in accordance with the Credit Agreement.

Section 2. Amendments to Credit Agreement .

2.1 New Definitions . Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions thereto in the appropriate alphabetical order:

““ Amendment No. 1 Effective Date ” shall mean the date upon which the conditions specified in Section 5.1 of Amendment No. 1 to Term Loan Agreement are satisfied.”

““ Amendment No. 1 to Intercreditor Agreement ” shall mean the Amendment No. 1 to Intercreditor Agreement, dated February 21, 2008, by and among the Administrative Agent on behalf of the Lenders, the Revolving Credit Facility Agent on behalf of the lenders under the Revolving Credit Agreement and KeyBank National Association as the payment agent thereunder.”

““ Amendment No. 1 to Term Loan Agreement ” shall mean Amendment No. 1 to Term Loan Agreement and Waiver, dated February 21, 2008, by and among the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent.”

““ Civil Actions ” shall mean, collectively, the civil actions captioned PDG, P.A. and Dental Specialists of Minnesota P.A. vs. PDHC, Ltd. and PDHC, Ltd. vs. PDG, P.A. and Dental Specialists of Minnesota, P.A. vs. PDHC, Ltd. and American Dental Partners, Inc. filed in the Court.”

““ Consolidated Revenue ” shall mean the line item captioned “net revenue” in the Borrower’s financial statements included in the Borrower’s most recently filed Form 10-K or 10-Q, as applicable.”

““ Court ” shall mean the District Court of Minnesota, Fourth Judicial District.”

““ March 2008 Expenses ” shall mean the lesser of (i) $1,500,000 and (ii) the actual legal, advisory and consultant fees and expenses incurred in connection with the Civil Actions during the fiscal quarter ending March 31, 2008.”

“ “ PDG ” shall mean PDG, P.A.”

““ PDHC ” shall mean PDHC, Ltd.”

““ Settlement Agreement ” shall mean that certain Settlement Agreement, dated as of December 26, 2007, by and among the Borrower, PDHC, PDG, Dental Specialists of Minnesota, P.A. and Northland Dental Partners, PLLC, fka James Ludke, D.D.S., PLLC, executed in connection with the Civil Actions.”

““ Settlement Assets ” shall mean the operating assets owned by PDHC, Ltd. and currently located at the PDG Offices (as defined in the Settlement Agreement) that are required to be transferred pursuant to the Settlement Agreement.”

““ Settlement Documents ” shall mean, collectively, the Settlement Agreement, the Transfer Documents and each other document, instrument or agreement executed in connection with any of the foregoing.”

““ Revolving Credit Agreement Amendment ” shall mean the Amendment No. 5 to Credit Agreement and Waiver, dated as of February 21, 2008, by and among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KeyBank National Association, a national banking association, as a lender and as administrative agent.”

““ Transfer Documents ” shall mean the agreements, documents and instruments, if any, to be entered into in accordance with the Settlement Agreement to effectuate the transfer of the Settlement Assets.”

2.2 Deletions to Section 1.1 . Section 1.1 of the Credit Agreement is hereby amended to delete the definition of “Maintenance Capital Expenditures” therefrom.

2.3 Amendment to Section 1.1 . Section 1.1 of the Credit Agreement is hereby amended to amend and restate the definitions of “Applicable Margin,” “Consolidated EBITDA,” “Fixed Charge Coverage Ratio,” “Maturity Date” and “Permitted Acquisition” in their entirety as follows:

““ Applicable Margin ” shall mean:

(i) As of the Amendment No. 1 Effective Date, until changed hereunder in accordance with the following provisions, the Applicable Margin shall be (A) 175.00 basis points for Base Rate Loans, and (B) 250.00 basis points for Eurodollar Loans;

2

(ii) Commencing on the 90 ^th day following the Amendment No. 1 Effective Date and each 90 days thereafter, the Applicable Margin shall be increased by 0.50 basis points over the Applicable Margin then in effect.”

““ Asset Sale ” shall mean the sale, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, and liquidations of a corporation, partnership or limited liability company of the interests therein of the Borrower or any Subsidiary) by the Borrower or any Subsidiary to any person of any of their respective assets, provided that the term Asset Sale specifically excludes (i) any sales, transfers or other dispositions of inventory, or obsolete or excess furniture, fixtures, equipment or other property, real or personal, tangible or intangible, in each case in the ordinary course of business, (ii) any Event of Loss and (iii) the transfer of the Settlement Assets in accordance with the Settlement Agreement and the Transfer Documents.”

““ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period; plus (A) the sum of the amounts for such period included in determining such Consolidated Net Income of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation and Amortization Expense, (iv) extraordinary and other non-recurring non-cash losses and charges, (v) severance expense not to exceed $600,000 in the aggregate for the fiscal year ending December 31, 2008, and (vi) one-time, non-recurring legal, advisory and consultant fees and expenses incurred in connection with the Civil Actions in an amount not to exceed (a) $3,682,000 for the Testing Period ended December 31, 2007, (b) $3,156,000 plus the March 2008 Expenses for the Testing Period ending March 31, 2008, (c) $2,334,000 plus the March 2008 Expenses for the Testing Period ending June 30, 2008, (d) $1,508,000 plus the March 2008 Expenses for the Testing Period ending September 30, 2008, and (e) the March 2008 Expenses for the Testing Period ending December 31, 2008; less (B) (i) gains on sales of assets and other extraordinary gains and other non-recurring gains; all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP and (ii) any amounts received by the Borrower and its Subsidiaries pursuant to Section 2 of the Settlement Agreement or any other fees received in lieu thereof; provided that, notwithstanding anything to the contrary contained herein, the Borrower’s Consolidated EBITDA for any Testing Period shall (x) include the appropriate financial items for any person or business unit that has been acquired by the Borrower for any portion of such Testing Period prior to the date of acquisition (but excluding anticipated operating synergies), and (y) exclude, without duplication, (i) the appropriate financial items for any person or business unit that has been disposed of by the Borrower, for the portion of such Testing Period prior to the date of disposition (ii) the appropriate financial items relating to the Settlement Assets for the Testing Period. In the case of clauses (x) and (y) in the preceding sentence, such terms shall be subject to the Administrative Agent’s reasonable discretion and supporting documentation acceptable to the Administrative Agent.”

““ Fixed Charge Coverage Ratio ” shall mean, for any Testing Period, the ratio of (a) the sum of (i) Consolidated EBITDA and (ii) Consolidated Net Rent Expense to (b) the sum of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii)

3

Consolidated Capital Expenditures, (iv) scheduled or mandatory repayments or prepayments (excluding voluntary repayments or prepayments of any Loans without a corresponding permanent reduction of the applicable commitments) or redemptions of the principal of Indebtedness and the stated or liquidation value of Redeemable Stock (including required reductions in committed credit facilities), (v) without duplication of any amount included under the preceding clause (iv), scheduled payments representing the principal portion of Capitalized Leases and Synthetic Leases, (vi) the aggregate amount of Capital Distributions made by the Borrower, if any, (vii) the aggregate amount of Share Repurchases made by the Borrower, if any, and (viii) Consolidated Net Rent Expense, in each case on a consolidated basis for the Borrower and its Subsidiaries for such Testing Period; provided that, notwithstanding anything to the contrary contained herein, the Borrower’s Fixed Charge Coverage Ratio for any Testing Period shall (x) include the appropriate financial items for any person or business unit that has been acquired by the Borrower for any portion of such Testing Period prior to the date of acquisition (but excluding anticipated operating synergies), and (y) exclude the appropriate financial items for any person or business unit that has been disposed of by the Borrower, for the portion of such Testing Period prior to the date of disposition, in the case of clauses (x) and (y), subject to the Administrative Agent’s reasonable discretion and supporting documentation acceptable to the Administrative Agent.”

““ Maturity Date ” shall mean the earlier of (i) June 30, 2009, or (ii) the date the Obligations are accelerated pursuant to Section 9.2 hereof.”

““ Permitted Acquisition ” shall mean and include any Acquisition as to which all of the following conditions are satisfied:

(i) such Acquisition (A) involves a line or lines of business that are complementary to the lines of business in which the Borrower and its Subsidiaries, considered as an entirety, are engaged on the Closing Date, and (B) involves a person or a line or lines of business that are located and operated in the United States;

(ii) the Borrower has, after giving effect to such Acquisition, on a pro forma basis, $10,000,000 in Post-Acquisition Liquidity;

(iii) beginning in fiscal year 2008, the aggregate Consideration for such Acquisition, when added together with the aggregate Consideration for all other Permitted Acquisitions made during the same fiscal year as such Acquisition, shall not exceed $15,000,000 (excluding any amounts permitted to be paid by Section 8.12);

(iv) no Default or Event of Default shall exist prior to or immediately after giving effect to such Acquisition;

(v) the Borrower is, after giving effect to such Acquisition, on a pro forma basis, in compliance with the financial covenants set forth in Section 8.7;

(vi) at least five Business Days prior to the completion of such Acquisition (other than an acquisition of patient records in which the aggregate consideration is less than $500,000), the Borrower shall have delivered to the Administrative Agent and the Lenders (A) in the case of any Acquisition in which the aggregate Consideration to be paid is in excess of $3,000,000, a certificate of an Authorized Officer demonstrating, in reasonable detail, the computation of the financial covenants referred to in Section 8.7 on

4

a pro forma basis, and (B) in the case of any Acquisition in which the aggregate Consideration is in excess of $7,500,000, historical financial statements relating to the business or person to be acquired, financial projections relating to the Borrower and its Subsidiaries after giving effect to such Acquisition and such other information as the Administrative Agent may reasonably request; and

(vi) any Management Service Agreement entered into by the Borrower or any of its Subsidiaries in connection with such Acquisition is collaterally assignable to the Administrative Agent without the consent of any party to such Management Service Agreement, subject to any restrictions under applicable law.”

2.4 Amendment to Section 4.2 . Clause (g) of Section 4.2 shall be changed to clause (h) and a new clause (g) shall be inserted as follows:

“(g) Subject to the terms of the Intercreditor Agreement, if the Borrower or any Subsidiary receives any extraordinary cash proceeds, including but not limited to, a tax refund received in connection with the divestiture of the Settlement Assets, then not later than the third Business Day following the date of receipt of such extraordinary cash proceeds, the Borrower will prepay the principal of the outstandin