<PAGE>   1
                                                                    EXHIBIT 4.10

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


           THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is made and entered into this 13th day of April, 2001, among
ATLANTIC PREMIUM BRANDS, LTD., CARLTON FOODS CORP., PREFCO CORP., GROGAN'S FARM,
INC., RICHARDS CAJUN FOODS CORP. and POTTER SAUSAGE CO. (hereinafter,
individually referred to as a "Borrower" and collectively as "Borrowers") and
FLEET CAPITAL CORPORATION (hereinafter referred to as "Lender").

                                    RECITALS:

           Lender and Borrowers are parties to a certain Loan and Security
Agreement dated March 20, 1998, as amended by that certain First Amendment to
Loan and Security Agreement dated December 20, 1999 (as at any time amended, the
"Loan Agreement"), pursuant to which Lender has made certain revolving credit
and term loans to Borrowers.

           Events of Default have occurred and currently exist under the Loan
Agreement, and Borrowers have requested that Lender waive such Events of
Default. Lender is willing to waive such Events of Default on the terms and
conditions set forth in this Amendment.

           Borrowers also have requested that Lender amend certain provisions of
the Loan Agreement. Lender is willing to amend the Loan Agreement and consent to
the transactions on the terms and conditions set forth in this Amendment.

           The parties desire to amend the Loan Agreement as hereinafter set
forth.

           NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

           1. DEFINITIONS. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.


           2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended
as follows:

           (a)        By deleting in Section 9.2.4(v) of the Loan Agreement in
                      its entirety.

           (b)        By deleting in Section 9.3 of the Loan Agreement in its
                      entirety and by substituting the following in lieu
                      thereof:

                      9.3. SPECIFIC FINANCIAL COVENANTS . During the term of
           this Agreement, and thereafter for so long as there are any
           Obligations outstanding, Borrowers covenant that, unless otherwise
           consented to by Lender in writing, they shall:

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<PAGE>   2
                      9.3.1. Minimum Fixed Charge Coverage Ratio. Borrowers
           shall maintain a Fixed Charge Coverage Ratio of not less than the
           ratio set forth below for the period corresponding thereto:

<TABLE>
<CAPTION>
                           Period                                                              Ratio
                           ------                                                              -----

<S>                  <C>                                                                     <C>         <C>
                     1st Fiscal Quarter of 2001                                              .95 to 1

                     1st two Fiscal Quarters of 2001                                         .85 to 1

                     1st three Fiscal Quarters of 2001                                                   .90 to 1

                     Fiscal Year 2001                                                        1.0 to 1

                     On a four Fiscal Quarter rolling basis,                                 1.0 to 1
                     tested at the end of each Fiscal Quarter
                     after Fiscal Year 2001
</TABLE>

                      9.3.2. Minimum Senior Fixed Charge Coverage Ratio.
           Borrowers shall maintain a Senior Fixed Charge Coverage Ratio of not
           less than the ratio set forth below for the period corresponding
           thereto:

<TABLE>
<CAPTION>
                          Period                                                               Ratio
                          ------                                                               -----

<S>                  <C>                                                                      <C>           <C>
                     1st Fiscal Quarter of 2001                                               1.10 to 1

                     1st two Fiscal Quarters of 2001                                          1.00 to 1

                     1st three Fiscal Quarters of 2001                                                      1.10 to 1

                     Fiscal Year 2001                                                         1.15 to 1

                     On a four Fiscal Quarter rolling basis,                                  1.15 to 1
                     tested at the end of each Fiscal Quarter
                     after Fiscal Year 2001
</TABLE>

                      9.3.3. Minimum Consolidated Interest Coverage Ratio.
           Borrowers and their Subsidiaries on a combined and Consolidated
           basis, shall maintain an Interest Coverage Ratio of not less than the
           ratio set forth below for the period corresponding thereto:


<TABLE>
<CAPTION>
                           Period                                                              Ratio
                           ------                                                              -----

<S>                  <C>                                                                      <C>
                     1st Fiscal Quarter of 2001                                               1.75 to 1

                     1st two Fiscal Quarters of 2001                                          1.75 to 1
</TABLE>

                                      -2-
<PAGE>   3
<TABLE>
<CAPTION>
                           Period                                                              Ratio
                           ------                                                              -----

<S>                  <C>                                                                      <C>           <C>
                     1st three Fiscal Quarters of 2001                                                      1.90 to 1

                     Fiscal Year 2001                                                         2.00 to 1

                     On a four Fiscal Quarter rolling basis,                                  2.00 to 1
                     tested at the end of each Fiscal Quarter
                     after Fiscal Year 2001
</TABLE>

                      9.3.4. Senior Debt/EBITDA Ratio. Borrowers and their
           Subsidiaries, on a combined and Consolidated basis, shall maintain a
           Senior/Debt EBITDA Ratio of not greater than the ratio set forth
           below calculated on a four Fiscal Quarter rolling basis as of the end
           of the Fiscal Quarter corresponding thereto:


<TABLE>
<CAPTION>
                           Period                                                              Ratio
                           ------                                                              -----

<S>                  <C>                                                                      <C>
                     1st Fiscal Quarter of 2001                                               3.75 to 1

                     2nd Fiscal Quarter of 2001                                               3.60 to 1

                     3rd Fiscal Quarter of 2001                                               3.25 to 1

                     4th Fiscal Quarter of 2001                                               2.75 to 1

                     Each Fiscal Quarter thereafter                                           2.75 to 1
</TABLE>


                      9.3.5. Minimum Stockholder's Equity. Borrowers and their
           Subsidiaries, on a combined and consolidated basis, shall achieve a
           level of Stockholder's Equity at the end of each Fiscal Quarter,
           commencing with Borrowers' Fiscal Quarter ending March 31, 2001, of
           not less than $7,500,000.


           (c) By deleting the definitions of "Fixed Charge Coverage Ratio" and
"Senior Fixed Charge Coverage Ratio" in Appendix A to the Loan Agreement and by
substituting the following new definitions in lieu thereof:

           Fixed Charge Coverage Ratio - for any period, the ratio of (i) EBITDA
           minus federal and state income taxes actually payable during such
           period, minus, with respect to any period except Borrowers' first
           Fiscal Quarter of 2001, Capital Expenditures of Borrowers on a
           combined and consolidated basis net of Purchase Money Debt and
           Capitalized Lease Obligations with respect thereto, to the extent
           permitted hereunder and made during the period for which the Fixed
           Charge Coverage Ratio is to be calculated, to (ii) Fixed Charges
           during the period for which the Fixed Charge Coverage Ratio is to be
           calculated.

           Senior Fixed Charge Coverage Ratio - for any period, the ratio of (i)
           EBITDA minus actual state and federal income taxes payable during
           such period, minus, with respect to

                                      -3-
<PAGE>   4
           any period except Borrowers' first Fiscal Quarter of 2001, Capital
           Expenditures of the Borrowers on a combined and consolidated basis
           net of Purchase Money Debt and Capitalized Lease Obligations with
           respect thereto, to the extent permitted hereunder and made during
           the period for which the Senior Fixed Charge Coverage Ratio is to be
           calculated, to (ii) the sum of (a) Cash Interest Expense attributable
           to Senior Debt, plus (b) payments of principal due on the Term Loan
           or any Equipment Loan and other Senior Indebtedness (including the
           principal component of Capitalized Lease Obligations) for the period
           for which the Senior Fixed Charge Coverage Ratio is to be calculated.

           (d) By adding the following definition of "Stockholder's Equity" to
Appendix A to the Loan Agreement in proper alphabetical sequence:

           Stockholder's Equity - on any date, the sum of the stockholders'
equity of Borrowers on a combined and Consolidated basis.

           3. SUSPENSION OF EQUIPMENT LOANS. The parties hereto agree that
Borrowers shall have no right to request and Lender shall have no obligation to
honor any requests for Equipment Loans made by Borrowers to Lender until such
time as Lender, in its sole and absolute discretion, notifies Borrowers in
writing that Borrowers may commence requests for Equipment Loans pursuant to
Section 1.3 of the Loan Agreement.

           4. ADDITIONAL COVENANT. Borrowers shall deliver to Lender Borrowers'
annual audited financial statements for the Fiscal Year 2000 and the
accompanying accountants letter, all as required by Section 9.1.3 of the Loan
Agreement, on or before April 20, 2001.

           5. LIMITED WAIVER OF DEFAULTS. Events of Default have occurred and
currently exist under the Loan Agreement as a result of (i) Borrowers' failure
to comply with the financial covenants set forth in Section 9.3 of the Loan
Agreement for the periods ended September 31, 2000, and December 31, 2000, (ii)
Borrowers' failure to deliver to Lender annual audited financial statements and
accountants letter within 90 days of the close of Borrowers' Fiscal Year 2000 as
required by Section 9.1.3 of the Loan Agreement, (iii) Borrowers' entering into
an affiliate transaction with Sterling Advisors pursuant to a management
agreement dated October 1, 2000, in violation of Section 9.2.4 of the Loan
Agreement, (iv) Borrowers' defaults under the Seller Notes owing by Borrowers to
Franklin Roth and Allen Pauly in violation of Sections 11.1.5 and 11.1.8 of the
Loan Agreement and (v) defaults under the Banc One Documents in violation of
Section 11.1.7 of the Loan Agreement (collectively, the "Designated Defaults").
Borrowers represent and warrant that the Designated Defaults are the only
Defaults or Events of Default that exist under the Loan Agreement and the other
Loan Documents as of the date hereof. Subject to the satisfaction of the
conditions precedent set forth in Section 10 hereof, Lender hereby waives the
Designated Defaults in existence on the date hereof. In no event shall such
waiver be deemed to constitute a waiver of (a) any Default or Event of Default
other than the Designated Defaults in existence on the date of this Amendment or
(b) Borrowers' obligation to comply with all of the terms and conditions of the
Loan Agreement and the other Loan Documents from and after the date hereof.
Notwithstanding any prior, temporary mutual disregard of the terms of any
contracts between the parties, Borrowers hereby agrees that they shall be
required strictly to comply with all of the terms of the Loan Documents on and
after the date hereof.

                     In addition, Lender agrees that an Event of Default shall
not occur under the terms of the Loan Agreement due solely to Borrowers' failure
to make principal payments under the Seller Notes

                                      -4-
<PAGE>   5
owing by Borrowers to J. L. Richard due July 31 , 2001, and Bobby and Betty
Grogan due September 30, 2001, if Borrowers are restricted or prohibited from
making such payments under Section 9.2.6 of the Loan Agreement or under the Debt
Subordination Agreements among J. L. Richard, Bobby and Betty Grogan, Borrowers
and Lender.

           6. RATIFICATION AND REAFFIRMATION. Each Borrower hereby ratifies and
reaffirms the Obligations, each of the Loan Documents and all of Borrower's
covenants, duties, indebtedness and liabilities under the Loan Documents.

           7. ACKNOWLEDGMENTS AND STIPULATIONS. Each Borrower acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such
Borrower are legal, valid and binding obligations of such Borrower that are
enforceable against such Borrower in accordance with the terms thereof; all of
the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the
date hereof, the same is hereby waived by such Borrower); the security interests
and liens granted by such Borrower in favor of Lender are duly perfected, first
priority security interests and liens; and the unpaid principal amount of the
Loans on and as of April 12, 2001, totaled $12,601,259.03.

           8. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and
warrants to Lender, to induce Lender to enter into this Amendment, that no
Default or Event of Default exists on the date hereof other than the Designated
Defaults; the execution, delivery and performance of this Amendment have been
duly authorized by all requisite corporate action on the part of such Borrower
and this Amendment has been duly executed and delivered by such Borrower; and
all of the representations and warranties made by such Borrower in the Loan
Agreement are true and correct on and as of the date hereof except as previously
disclosed by Borrowers to Lender.

           9. BREACH OF AMENDMENT. This Amendment shall be part of the Loan
Agreement and a breach of any of any representation, warranty or covenant herein
shall constitute an Event of Default.

           10. CONDITIONS PRECEDENT. The effectiveness of the amendments
contained in Section 2 hereof and the waiver pursuant to Section 5 hereof are
subject to the satisfaction of each of the following conditions precedent, in
form and substance satisfactory to Lender, unless satisfaction thereof is
specifically waived in writing by Lender:

           (a)        No Default or Event of Default exists other than the
                      Designated Defaults; and

           (b)        Borrowers shall have delivered to Lender written evidence
                      of waiver from Banc One of all defaults or events of
                      default under the Banc One Documents.

           11. EXPENSES OF LENDER. Borrowers jointly and severally agree to pay,
ON DEMAND, all costs and expenses incurred by Lender in connection with the
preparation, negotiation and execution of this Amendment and any other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the costs and fees of
Lender's legal counsel and any taxes or expenses associated with or incurred in
connection with any instrument or agreement referred to herein or contemplated
hereby.

                                      -5-
<PAGE>   6
           12. EFFECTIVENESS; GOVERNING LAW. This Amendment shall be effective
upon acceptance by Lender (notice of which acceptance is hereby waived),
whereupon the same shall be governed by and construed in accordance with the
internal laws of the State of Georgia.

           13. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

           14. NO NOVATION, ETC. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.

           15. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be
executed in any number of counterparts and by different parties to this
Amendment on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

           16. FURTHER ASSURANCES. Each Borrower agrees to take such further
actions as Lender shall reasonably request from time to time in connection
herewith to evidence or give effect to the amendments set forth herein or any of
the transactions contemplated hereby.

           17. SECTION TITLES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.

           18. RELEASE OF CLAIMS. TO INDUCE LENDER TO ENTER INTO THIS AMENDMENT,
EACH BORROWER HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES LENDER, AND ALL
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF LENDER, FROM
ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY
KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR
UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT SUCH BORROWER NOW HAS
OR EVER HAD AGAINST LENDER ARISING UNDER OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS OR OTHERWISE. EACH BORROWER REPRESENTS AND WARRANTS TO LENDER THAT
SUCH BORROWER HAS NOT TRANSFERRED OR ASSIGNED TO ANY PERSON ANY CLAIM THAT SUCH
BORROWER EVER HAD OR CLAIMED TO HAVE AGAINST LENDER.

           19.        WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
                      APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE
                      RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
                      OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT.


                           [SIGNATURE PAGE TO FOLLOW]

                                      -6-
<PAGE>   7
           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.




<TABLE>
<CAPTION>
                                                              ATLANTIC PREMIUM BRANDS, LTD.
ATTEST:                                                       ("Borrower")
<S>                                                           <C>

      /s/ TOM D. WIPPMAN                                      By:     /s/ MERRICK M. ELFMAN
------------------------------------------                         --------------------------
Secretary                                                           MERRICK M. ELFMAN, Chairman
</TABLE>


                  [Signatures continued on the following page]



<TABLE>
<CAPTION>
<S>                                                           <C>
                                                              CARLTON FOODS CORP.
ATTEST:                                                       ("Borrower")


      /s/ TOM D. WIPPMAN                                      By:    /s/ MERRICK M. ELFMAN
------------------------------------------                        ---------------------------
Secretary                                                           MERRICK M. ELFMAN, Chairman

                                                              PREFCO CORP.
ATTEST:                                                       ("Borrower")


      /s/ TOM D. WIPPMAN                                      By:     /s/ MERRICK M. ELFMAN
------------------------------------------                         --------------------------
Secretary                                                           MERRICK M. ELFMAN, Chairman


                                                              GROGAN'S FARM, INC.
ATTEST:                                                       ("Borrower")


      /s/ TOM D. WIPPMAN                                      By:     /s/ MERRICK M. ELFMAN
------------------------------------------                         --------------------------
Secretary                                                           MERRICK M. ELFMAN, Chairman

                                                              RICHARDS CAJUN FOODS CORP.
ATTEST:                                                       ("Borrower")


      /s/ TOM D. WIPPMAN                                      By:     /s/ MERRICK M. ELFMAN
------------------------------------------                         --------------------------
Secretary                                                           MERRICK M. ELFMAN, Chairman
</TABLE>

                                      -7-
<PAGE>   8
<TABLE>
<CAPTION>
                                                              POTTER SAUSAGE CO.
ATTEST:                                                       ("Borrower")
<S>                                                           <C>


      /s/ TOM D. WIPPMAN                                      By:     /s/ MERRICK M. ELFMAN
------------------------------------------                         --------------------------
Secretary                                                           MERRICK M. ELFMAN, Chairman

                                                              ACCEPTED AND AGREED TO:

                                                              FLEET CAPITAL CORPORATION
                                                              ("Lender")
                                                              By:      /S/ ROLAND J. ROBINSON
                                                                   ----------------------------

                                                              Title:               SVP
                                                                   -----------------------------
</TABLE>

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