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Exhibit 10.65 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this Agreement) is executed on the 5th day of February 2004, by
AFC ENTERPRISES, INC., a Minnesota corporation (AFC), and CAJUN OPERATING COMPANY, a Delaware
corporation, (Indemnitor), to and in favor of SUPPLY MANAGEMENT SERVICES. INC., a Georgia
non-profit corporation (Indemnitee). A.       AFC and Indemnitee entered into that certain Indemnity Agreement dated October 14, 2004
(the Indemnity Agreement), pursuant to which AFC agreed to indemnify Indemnitee with respect to
the Poultry Supply Contracts identified on Exhibit A (the Contracts) which commit
Indemnitee to purchase a minimum volume of poultry over a five (5) year period to help provide for
the poultry needs of AFC and franchisees of AFC in connection with the operation of certain of
their restaurants, (including those restaurants operated under the Churchs Chicken and Texas
Chicken trademarks (the Churchs Restaurants)). B.       AFC entered into that certain Asset Purchase Agreement dated October 30, 2004 (the
Purchase Agreement), whereby AFC agreed to sell the assets related to the Churchs Restaurants to
Indemnitor. C.       In accordance with the terms of the Purchase Agreement and in order to induce AFC to
consummate the transactions contemplated thereby, Indemnitor has agreed to assume those liabilities
and obligations of AFC under the Indemnity Agreement that relate to the Churchs Restaurants and to
enter into this Agreement for the benefit and protection of Indemnitee. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Indemnitor and Indemnitee hereby agree
us follows: Section 1.
      Assumption. Indemnitor hereby assumes, from and after the date hereof, all
the liabilities and obligations of AFC under the indemnity Agreement that relate to the Churchs
Restaurants, and Indemnitee hereby agrees to such assumption by Indemnitor. Section 2.       Indemnity. Indemnitor hereby agrees, from and after the date hereof, to
indemnify, save, defend (at Indemnitors sole cost and expense) and hold harmless Indemnitee and
the officers, directors, agents, members and employees of Indemnitee, and the heirs, successors and
assigns of each of the foregoing (all of such persons or entities being collectively referred to
herein as Indemnified Persons and each such reference shall refer jointly and severally to each
such person), from and against the full amount of any and all Losses incurred by any Indemnified
Person by reason of the Churchs Restaurants to purchase, or place orders to purchase, poultry from
or through Indemnitee pursuant to the Contracts at times and in quantities sufficient to enable
Indemnitee to satisfy the minimum poultry volume requirements as set forth under the Contracts. As
used herein, Losses shall mean any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, judgments, costs, expenses or disbursements (including, but not limited to,
all reasonable attorneys fees and all other reasonable professional




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or consultants expenses incurred in investigating, preparing for, serving as a witness in or
defending against any action or proceeding actually commenced against any Indemnified Person),
whether or not caused by the negligence of any of the Indemnified Persons (however, Losses shall
not include any liabilities, obligations, losses, damages, penalties, claims, actions, suits,
judgments, costs, expenses and disbursements which are caused by an Indemnified Persons gross
negligence or willful misconduct or by a material breach by Indemnitee under the Contracts, or any
of them, other than a breach relating to failure to purchase the minimum poultry requirements
contained thereunder). Section 3.       Obligations of Indemnitee. As a condition of Indemnitors obligations
hereunder, Indemnitee and Indemnitor agree as follows: (a) Any Contract entered into by Indemnitee with a supplier of poultry which contains a
minimum volume requirement shall be approved as to the volume requirement by Indemnitor prior to
execution by Indemnitee, such approval not to be unreasonably withheld, delayed or conditioned. (b) Any adjustments made by Indemnitee to the minimum volume requirement under any Contract
shall be approved, in advance, by Indemnitor, such approval not to be unreasonably withheld,
delayed or conditioned. (c) Indemnitee shall use its commercially reasonable efforts to mitigate the liability of
Indemnitor hereunder. Section 4.       Payments. Within a reasonable time after any Losses are incurred, the
Indemnified Person shall give notice to Indemnitor together with all reasonable documentation
supporting the claim for indemnity; provided, however, that failure by an indemnified Person to
give such notice shall not relieve Indemnitor from any liability, duty or obligation hereunder in
the absence of material prejudice to Indemnitor, but Indemnitor shall not he obligated to pay for
such Losses until Indemnitor receives notice as required above. Indemnitor shall be liable for a
Late Payment Fee of one percent (1%) per month on any amount not paid to Indemnitee within thirty
(30) days after Indemnitor is given notice and supporting documentation of any Losses. Section 5.       Third Party Claims. If an indemnification claim hereunder arises from the
assertion of any claim, or the commencement of any suit, action or proceeding brought by a person
other than Indemnitor or an Indemnified Person (a Third Party Claim) any such notice to the
Indemnitor shall be accompanied by a copy of any papers theretofore served on the Indemnitor in
connection with such Third Party Claim. Upon receipt of notice of a Third Party Claim from an
Indemnified Person, the Indemnitor may assume the defense and control of such Third Party Claim
(provided the Indemnitor assumes liability therefor and can demonstrate sufficient financial
resources to satisfy such claim) but shall allow the Indemnified Person a reasonable opportunity to
participate in the defense thereof with its own counsel and at its own expense. The Indemnitor
shall select counsel, contractors and consultants of recognized standing and competence; shall take
all steps necessary in the defense or settlement thereof; and shall at all times diligently and
promptly pursue the resolution thereof. In conducting the defense thereof, the Indemnitor shall at
all times act as if all damages relating to such Third Party Claim 2




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were for its own account and shall act in good faith and with reasonable prudence to minimize
damages therefrom. The Indemnified Person shall, and shall cause each of its affiliates,
directors, officers, employees, and agents to, cooperate reasonably with the Indemnitor in the
defense of any Third Party Claim defended by the Indemnitor. Section 6.       Invalidity. If any provisions of this Agreement shall be held invalid,
illegal or unenforceable, such provisions shall he severable from the rest of this Agreement and
the validity, legality, or enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. Section 7.       Attorneys Fees. In any action to enforce or interpret this Agreement,
the prevailing party shall be entitled to receive from the losing party its reasonable attorneys
fees and costs incurred in connection therewith. Section 8       Term of Agreement. The term of this Agreement shall expire upon the
expiration of the last Contract; provided, however, that any claims arising prior to the expiration
of the terra of this Agreement shall survive such termination. Section 9.       Notice. All notices, requests and other communications to either party
hereunder shall be deemed to have been duly given and received if delivered as follows: If to Indemnitor: Cajun Operating Company
75 Fourteenth Street, 24th Floor
Atlanta, Georgia 30307
Attention:       E. Stockton Croft, IV
Telephone:     (404) 920-9022
Facsimile:       (404) 920-9001 With a copy to: Sutherland Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention:       Bert Adams
Telephone:     (404) 853-8152
Facsimile:       (404) 853-8806 If to Indemnitee: Supply Management Services, Inc. Attn: _____________________________ Each such notice, request or other communication shall be effective (a) if given by mail, three (3)
days after such notice is deposited in the United States Mail with first class postage prepaid,
sent to the recipient at the address above, provided that such mailing is by registered or
certified mail, 3




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return receipt requested, (b) if given by overnight delivery, when delivered by a nationally
recognized overnight delivery service such as Federal Express or Airborne Express, or (c) if given
by any other means, when delivered at the address specified in this Section 9 by a means evidencing
receipt by the addressee. The addresses set forth above may he changed as to any party by such
party delivering written notice to the other parties in accordance with this Section 9 at least
thirty (30) days prior to such change of address. Section 10.       Captions, Gender, and Number. Any section or paragraph, title or caption
contained in this Agreement is for convenience only and shall not be deemed a part of this
Agreement. As used in this Agreement, the masculine, feminine or neuter gender, and the singular
or plural number, shall each he deemed to include the others whenever the context so allows. Section 11.       Indemnified Persons Rights. The parties hereto expressly acknowledge
that this Agreement is made expressly for the benefit of the Indemnified Persons. Section 12.
      Successors and Assigns. This Agreement shall be binding upon, and inure
to the benefit of, the parties named herein and their respective successors and assigns.
Indemnitors obligations hereunder shall survive and continue to be of full force and effect
notwithstanding any sale or other transfer of any line of business (a Brand) currently operated
by it or assignment of its rights or obligations under its franchise agreements with any of its
franchisees; provided, that Indemnitee agrees to consent to an assignment of the obligations of
Indemnitor hereunder to any person or entity acquiring a Brand from Indemnitor if such acquiror (i)
agrees in writing to he bound by the terms and conditions of this Agreement and (ii) can reasonably
demonstrate that it has the financial ability to satisfy the indemnity obligations being assumed. Section 13.       Failure or Indulgence Not Waiver. No failure or delay on the part of an
Indemnified Person in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any power, right or privilege preclude
any other or further exercise of any such power, right or privilege. All powers, rights and
privileges hereunder arc cumulative to, and not exclusive of, any powers, tights or privileges
otherwise available. Section 14.       Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia; provided, however, that if any applicable
conflict or choice of law rules would choose the law of another state, Indemnitor hereby waives
such rules and agrees that Georgia substantive, procedural and constitutional law shall nonetheless
govern. Section 1 5.       Effect of this Agreement. This Agreement shall remain in full force and
effect and continue to he effective should any petition be filed by or against Indemnitor under the
Bankruptcy Code, as the same may be amended, for liquidation or reorganization, should indemnitor
become insolvent or make an assignment for the benefit of creditors, should a receiver or trustee
be appointed for the benefit of creditors, or should a receiver or trustee be appointed for all or
any significant part of Indemnitors assets. 4




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IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date and year
first written above. AFC AFC ENTERPRISES, INC.
a Minnesota corporation By: /s/ Kenneth L. Keymer Print: Kenneth L. Keymer Its: President Indemnitor CAJUN OPERATING COMPANY,
a Delaware corporation By: /s/
H. V. Agahai Print: Hassha V. Agahai Its: President & CEO By: /s/ Lisa P. Morse Print Lisa P. Morse Its: EVP, General Counsel & Chief        Compliance Officer 5




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Idemnitee SUPPLY MANAGEMENT SERVICES INC.
a Georgia Corporation By: /s/ Tad Dampfler Print: /s/ Tad Dampfler Its: President & CEO 6




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EXHIBIT A AS OF MARCH 10, 2004 Sylvest
Cagles, Inc.
Tyson Sales and Distribution , Inc.
Georges 7