EXHIBIT 4.43 TENDER AGREEMENT

EXHIBIT 4.43

TENDER AGREEMENT

Between

EL PASO ELECTRIC COMPANY

and

CITIGROUP GLOBAL MARKETS INC.

$33,300,000

CITY OF FARMINGTON, NEW MEXICO

Pollution Control Revenue Refunding Bonds,

2002 Series A

(El Paso Electric Company, Four Corners Project)

Dated as of August 1, 2005

TENDER AGREEMENT

THIS TENDER AGREEMENT is dated as of August 1, 2005 (the “Agreement”), between EL PASO ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of Texas (the “Company”), and CITIGROUP GLOBAL MARKETS INC. (the “Tender Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Ordinance (defined below).

W I T N E S S E T H :

WHEREAS, at the request of the Company, the City of Farmington (the “City”) adopted on July 9, 2002 the City’s Ordinance No. 2002-1134 (“Ordinance No. 94-1018”), as supplemented by Resolution No. 2002-1034 adopted July 23, 2002 (the “Resolution”, and together with Ordinance No. 2002-1046, as amended and supplemented, the “Ordinance”), Union Bank of California, N.A. has accepted its appointment as trustee under the Ordinance (the “Trustee”), and the Ordinance provides that owners of the $33,300,000 principal amount of the City’s Pollution Control Revenue Refunding Bonds, 2002 Series A (El Paso Electric Company Four Corners Project) due June 1, 2032 (the “Bonds”) may deliver their Bonds (or portions thereof) to the Tender Agent for purchase in accordance with the Ordinance;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is entering into a Remarketing Agreement, dated as of the date hereof (the “Remarketing Agreement”), with Citigroup Global Markets Inc., as remarketing agent, which Remarketing Agreement is attached Appendix 1 hereto..

NOW, THEREFORE, in consideration of the premises the parties hereto do hereby covenant and agree as follows:

Section 1. The Tender Agent hereby accepts and assumes all the obligations, duties and rights of the tender agent under the Ordinance.

Section 2. Compensation paid by the Company to the Tender Agent for services rendered hereunder as Tender Agent shall be at such rate as the parties hereto may from time to time agree.

Section 3. The Tender Agent represents that it is a corporation duly organized under the laws of the United States of America or any state or territory thereof, having a combined capital stock, surplus and undivided profits of at least $25,000,000 and authorized by law to perform all the duties imposed upon it hereunder and under the Ordinance.

Section 4. (a) The Tender Agent may at any time resign and be discharged of its duties and obligations hereunder and under the Ordinance by giving at least thirty (30) days’ notice to the City, the Company, the Trustee and the Remarketing Agent. Such resignation shall take effect on the day a successor Tender Agent shall have been appointed by the Company and shall have accepted such appointment.

(b) The Tender Agent may be removed at any time by an instrument signed by the Company, filed with the Tender Agent, the City, the Trustee and the Remarketing Agent.

(c) In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee.

Section 5. At any time the Tender Agent may consult counsel for the Company or its own counsel in respect of any matter arising in connection with the agency hereunder, and it shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with the opinion of such counsel.

Section 6. The Tender Agent shall be protected:

(a) in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons; and

(b) in recognizing Bonds which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the City.

The Tender Agent shall not be held to have notice of any change of authority of any officer, employee or agent of the Company until receipt of written notification thereof from the Company.

Section 7. The following sections of the Remarketing Agreement are hereby incorporated into this Agreement and all references to the “Agent” in those sections shall be deemed to refer to the Tender Agent:

(a) Section 3, Representations, Warranties, Covenants and Agreements of the Company; and

(b) Section 4, Conditions to Agent’s Obligations.

Section 8. The indemnification provisions, Section 7, of the Remarketing Agreement are hereby incorporated in full into this Agreement.

Section 9. The principal office of the Tender Agent is hereby designated to be:

Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Kevin Stowe

Section 10. This Agreement may be amended in any respect but only by written agreement of the parties hereto, subject to the limitations upon such amendments set forth in the Ordinance.

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Section 11. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement.

Section 12. If any clause, provision or section of this Agreement be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein. In case any agreement or obligation contained in this Agreement shall be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the City or the Company, as the case may be, to the full extent permitted by law.

Section 13. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14. The Company and Citigroup Global Markets Inc. hereby agree to the terms and conditions of the Remarketing Agreement attached hereto as Appendix 1.

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IN WITNESS WHEREOF, the parties hereto have caused this Tender Agreement to be duly executed as of the date first above written.

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Appendix 1 to the Tender Agreement

REMARKETING AGREEMENT

THIS REMARKETING AGREEMENT is dated as of August 1, 2005 (the “ Agreement ”), between EL PASO ELECTRIC COMPANY, a Texas corporation (the “ Company ”) and CITIGROUP GLOBAL MARKETS INC. (the “ Agent ”).

W I T N E S S E T H :

WHEREAS, the Agent, the Company and the City of Farmington, New Mexico (the “ City ”), have agreed for the Agent to act as exclusive remarketing agent on behalf of the Company in connection with the offering and sale from time to time in the secondary market of $33,300,000 principal amount of the City of Farmington, New Mexico, Pollution Control Revenue Refunding Bonds, 2002 Series A (El Paso Electric Company Four Corners Project) due June 1, 2032 (the “ Bonds ”) and to determine the interest rate necessary to remarket the Bonds in accordance with and pursuant to the City’s Ordinance No. 2002-1134 adopted by the City on July 9, 2002 (“ Ordinance No. 2002-1134 ”), as supplemented by Resolution No. 2002-1046 adopted by the City on July 23, 2002 (the “ Resolution ”, and together with Ordinance No. 2002-1134, (the “ Ordinance ”) and Union Bank of California, N.A. has accepted its appointment as trustee under the Ordinance (the “ Trustee ”) (All capitalized terms used herein and not defined herein shall have the meanings specified in the Ordinance);

WHEREAS, concurrently with the execution and delivery of this Agreement the Bonds will be remarketed by the Agent pursuant to the 2005 Remarketing Supplement (as hereinafter defined);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is entering into a Tender Agreement, dated as of the date hereof (the “ Tender Agreement ”), with Citigroup Global Markets Inc., as tender agent;

NOW, THEREFORE, in consideration of the premises the parties hereto do hereby covenant and agree as follows:

Section 15. Appointment of Agent; Responsibilities of Agent.

(a) Subject to the terms and conditions herein contained, the Company, effective as of the date hereof, hereby appoints the Agent, and the Agent hereby accepts such appointment, as exclusive remarketing agent in connection with the offering and sale of the Bonds from time to time in the secondary market.

(b) The Agent hereby represents that it is a member of the National Association of Securities Dealers, Inc., and has a combined capital stock, surplus and undivided profits of at least $15,000,000 and is authorized by law to perform the duties imposed upon it by the Ordinance.

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(c) The Agent accepts and assumes all the obligations, duties and rights of the remarketing agent under the Ordinance.

(d) The Agent’s responsibilities hereunder will include (i) the soliciting of purchases of Bonds from investors able to purchase municipal obligations, (ii) effecting and processing such purchases, (iii) billing and receiving payment for Bonds purchased, (iv) causing the proceeds from the secondary sale of the Bonds to be transferred to the Tender Agent or the Trustee, as the case may be, (v) keeping such books and records as shall be consistent with prudent industry practice and making such books and records available for inspection by the Issuer, the Trustee, the Tender Agent and the Company at all reasonable times and (vi) performing such other related functions as may be requested by the Company and agreed to by the Agent.

(e) In connection with the performance of the foregoing responsibilities, the Agent further agrees to hold all moneys delivered to it hereunder for the purchase of Bonds as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys.

Section 16. Furnishing of Offering Materials. (a) The Company agrees to furnish the Agent with as many copies as the Agent may reasonably request of (i) the Remarketing Supplement, dated July 27, 2005, (including all appendices thereto) describing the Bonds (as amended and supplemented, the “ 2005 Remarketing Supplement ”), (ii) each document or report relating to the Company which has been filed with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), subsequent to the date of the 2005 Remarketing Supplement (an “ SEC Report ”), (iii) an annual remarketing supplement to the 2005 Remarketing Supplement if requested by the Agent or such other disclosure document that may be used in connection with the remarketing of the Bonds by the Agent, and (iv) such other information with respect to the Company and the Bonds as the Agent shall reasonably request from time to time.

(b) If, at any time during the term of this Agreement, any event known to the Company relating to or affecting the Company, the Ordinance, the Amended and Restated Installment Sale Agreement dated as of August 1, 2002, between the Issuer and the Company (the “Loan Agreement”), the Tender Agreement or the Bonds shall occur which might affect the correctness or completeness of any statement of a material fact contained in the 2005 Remarketing Supplement, any supplement thereto or any SEC Report, the Company will promptly notify the Agent in writing of the circumstances and details of such event.

Section 17. Representations, Warranties, Covenants and Agreements of the Company. The Company represents, warrants, covenants, and agrees with the Agent as follows:

(a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona;

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(b) The Company has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it is a party;

(c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States;

(d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when