Enclosed I send you the act of the legislature of Illinois, authorizing a loan for commencing the Illinois and Michigan Canal; I regret that I am still unable to furnish a descriptive list and estimate of the quality of the canal lands, which should accompany your application for the loan, but I have determined not to delay this communication any longer, as I can forward it as soon as it comes to hand. You will please to

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negotiate a loan for the largest sum authorized by the act, on the best terms you can obtain it under, the manner of your negotiation I leave to your discretion. If it shall be found impossible to obtain $500,000 on the sureties provided in the act, you may accept a smaller sum, but not less than the lands would amount to at one dollar and twenty-five cents per acre, which is the price lands are sold for by the United States, the money to be received as required by the state, at such place, and after such notice as you can agree upon. Your personal acquaintance with these canal lands, I presume, will enable you to speak with confidence as to their value and quality, but if not, and their information of the value of the lands is not such as to authorize a loan on them, and no better plan suggests itself to your mind for obviating the difficulty, you may propose, if you think proper, to allow such person or persons as are willing to make the loan on terms that you are wiling to accept, (the surety being found satisfactory) to send an agent in whom they have confidence, at the expense of the canal fund, to examine the land; should you agree upon a loan, I will forward the certificate of stock as provided by the act. In a former letter I mentioned to you that I had sent a copy of the canal act to Mr. Robert Dyson, of New York, with a request to have it submitted to the capitalists of that city, and get their proposals for the loan. When you visit New York, you will confer with Mr. Dyson on the subject, he resides in Colonade-row, La Fayette Place, you will find him a man of business and general intelligence, whose acquaintance with monies operations and general knowledge of the men of capital will enable him to render you great assistance in making your negotiations. Should Mr. Dyson, however, be absent, or it be out of his power, you will, if you think proper, call to your assistance some other person, to whom you are authorized to allow such compensation as you may think just. I hope to hear from you, and very soon to learn of the favourable result of your negotiations.

I duly received your letter of March 20th, in which you requested and deputed me to negotiate a loan of $500,000, for the purpose of carrying into effect, agreeably to the terms and conditions therein stipulated, of the Act of the Legislature of Illinois, approved Feb. 10, 1835, entitled “An Act for the construction of the Illinois and Michigan Canal”: And I also received, at the same time, a certified copy of said Act, together with a certified descriptive list of the particular sections, and the number of acres of land in each, granted by Congress to the State of Illinois to aid in constructing the said Canal. With these instructions and vouchers, I immediately set to work, and have been assidiously engaged in exerting all my powers and ingenuity in endeavoring to carry your instructions and the wishes and intentions of Illinois into effect; but I regret to say, all my efforts have proved unavailing, in consequence of the Legislature not having pledged the faith of the State for the payment of the interest and the reimbursement of the principal of the sum proposed to be borrowed; but on the contrary, having in such emphatic terms authorized and required the Loan to be negotiated “solely on the pledge of the Canal Lands and Tolls.”

The capitalists and men most conversant with the business of leans, and the character of stocks, contend that the Act of the Legislature does not pledge the faith of the State for the payment of either the interest or principal of the sum to be borrowed, nor does it provide any funds for the purpose, except such as may arise from the lands and revenue of the canal; from neither of these sources can revenue arise, as the lands cannot be sold under the Act, and the canal cannot yield revenue or tolls until after much time and large sums have been expended; in the mean while, the interest can only be paid out of the sum borrowed. In this manner the interest will be gradually consuming the principal, and in this self-destroying way, if the work should progress slowly, time will greatly diminish the means obtained for effecting the object for which they were borrowed. And moreover, if a sufficient

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sum should not be providentially withheld, or if, in their zeal to carry on the work, the Board of Canal Commissioners should expend the sum borrowed, where are the holders of the “Illinois and Michigan Canal Stock” to look for the means of paying their interest due semi-annually? No other means are provided by the Legislature, which can be made available, except ceratin town lots, which may or may not be sold at the discretion of the Governor and a majority of the Board of Canal Commissioners.

Again, it is contended, as the sum of $500,000, now proposed to be borrowed, is distinctly declared in the Act to be “for the purpose of aiding, in connection with such other means as may be hereafter received from the Government of the U. States, in the construction of the Illinois and Michigan Canal”; and as it is certain that it will require a much larger sum to complete the Canal, and by no means certain that “the Government of the United States” will give more land or provide “other means”; and as no tolls or revenue can be counted on from the Canal until it is completed or nearly so—where, they ask, are any tangible or available means provided for the payment of the interest as it becomes due, other than those furnished by themselves, under that self-consuming provision of the Act, which requires the interest to be paid out of, and to the consumption of the sum borrowed?

And it is further insisted on, that the pledge of the land does not, by the provisions of the Act, amount to a mortgage of it to the holders of the “Illinois and Michigan Canal Stock”; that if the State were to neglect or refuse to pay either interest or principal, the owners of this Stock could not legally coerce payment, either from the State or from the sale of the Canal Land. So that while the Act withholds the formal pledge of the faith of the State, and seems expressly, and apparently, exclusively to pledge the Land and Tolls, yet upon a strict scrutiny, it will be found that the Legislature has not pledged effectually the Land; that their pledge does not amount to a mortgage, or legal lien, which would enable the holders of the Stock to enter on and take possession, or dispose of the Land for the payment of the interest, or for the reimbursement of the principal when it shall become due. There is, therefore, they contend, no means provided, not assurance or pledge given, for the payment of this loan; but on the contrary, there is in the Act authorizing it, an unusual omission to create a fund, or provide the ways and means for

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doing so; and great pains taken to use strong and expressive language to screen the State from responsibility, and to show that the loan is to be obtained and to rest exclusively and “solely on the pledge of the Canal Land and Tolls.”

It was in vain to urge in reply to these and other objections that the Loan was negotiated under a Law of the State, and of course the honor of the State was bound for its faithful reimbursement; that it was a State transaction in its forms, and in its consequences and effects, and was for State purposes; and as a proof of this, reference was made to the facts, that although the Board of Canal Commissioners was “constituted a body politic and corporate” for the purpose of constructing the Canal, they yet had nothing to do with obtaining the money, nor paying the interest or reimbursing the principal of the loan; these powers and duties had been expressly imposed on the Governor, to whom alone, as the Chief Executive of the State, the lenders of the money had to act and to look for their dues; that it was by an Act of the Legislature of the State that the Governor was “authorized and empowered to negotiate a loan,” and it was made his duty to pay the interest on it; that the bonds or evidences of the debt were to be signed by the Auditor and countersigned by the Treasurer of the State; and the loan was to be made reimbursable, at the pleasure of the State, after the year 1860. All these and other provisions show it to be a State loan, and as such the State would be bound. Those who were willing to admit this, still contended that as it was a constructive and not an express pledge, it admitted of doubt, and this doubt would be ruinous to the credit of the Stock, especially in Europe, where five per cent. and other low interest bearing stocks, were generally held, in consequence of money yielding a less interest there than here. In this country capitalists can get a higher rate of interest than five per cent., and therefore, only deal in such stocks for the purpose of remitting them, and under the hope of getting an advance on them in Europe, where, from the great abundance of capital, the large holders of it give a premium for long existing and well secured five per cent. stocks. But it is all-essential to these low interest bearing stocks, held by individuals at so great a distance, that they should be deemed perfectly secure, and that to them no defect or suspicion should possibly attach. The least irregularity or want of form, or any thing that would create a doubt of their character, would be destructive of their credit.

In the European market, to which the “Illinois and Michigan Canal Stock” would be destined, the value of the Canal land, supposing it fully and effectually pledged for the reimbursement of the amount loaned, would not nor could not be properly appreciated. In addition to their distance from it, and their difficulty in understanding its real value, there is entertained, by European capitalists, a distrust and repugnance to back and unimproved lands in America, in consequence of the frauds which have been frequently practised on them in the sale and mortgage of such lands. This prejudice against land, together with the emphatic language used by the Legislature, apparently to screen the State from all liability or responsibility, and to obtain the loan “solely on the pledge of the Canal Lands and Tolls,” would, it was contended, completely destroy the character and currency of the stock in Europe. It was in vain, therefore, to make representations to show, or to desire them to take time and pains to satisfy themselves, that the Canal land was worth the money we wished to borrow and give it in pledge—nay, to refer them to an individual in this city who had offered to purchase the land for the sum of $500,000, and to another individual in New York who had intimated a willingness to buy it at that price, if I had the power to sell—the answer was, those who offer to buy are land-jobbers, we are stock-jobbers. And moreover, we buy the stock not to hold it, but to sell it, and although you may succeed in satisfying us of the great value and our ultimate security in the land, yet when we come to offer the stock for sale, we shall have all these facts and assurances to repeat to those to whom we wish to sell; and they, knowing we are interested, will be apt to listen with distrust, and be sure to make much allowance for our self-interested representations. No, no, say they, the State best knows the value and character of the land, and there is no necessity for this prop to its credit, nor propriety in its thus tying up its own hands, but should leave itself free to sell or dispose of the land as the State may hereafter deem best for its interest. These impressions and views I am satisfied were honestly entertained, as many were evidently anxious to take the loan, and nothing prevented their doing so but the decided conviction that the stock would be unsaleable. I received the most positive and gratifying assurances of the confidence they had in the State, and their willingness to loan millions to the State on its satisfactorily pledging its faith.

I have endeavored to give you the outline of the impressions and opinions entertained in relation to the proposed loan, and these are generally, I might say, universally held here and in New York, and among all the dealers in stock elsewhere, as far as I have heard or had an opportunity of hearing. Finding such similar views entertained by all, and having held long and repeated conferences with the agents of Rothchilds, and other great bankers of Europe, who have agents in this country, I have thought (and that has been the opinion of those I have consulted) that it would be useless to proceed to Boston, or to continue my efforts further. But previous to my leaving New York, I asked the favor of several gentlemen, who had evinced an interest in the success of my efforts, to write me to this place, and after a specified day in Illinois, if they should hear any thing which would be interesting to me to know. In consequence of this arrangement, I have received several letters, two of which I shall transmit to you, enclosed, as containing the views, the one of a man theoretically and practically well acquainted with banks, stocks and money transactions—the first is from Mr. Delafield, the President of the Phoenix Bank; the last from Mr. Ch. Butler (the brother of the Attorney General of the U.S.) who gave the most favorable construction to the Act of Feb.[February] 10, of any one with whom I conversed.

I should have set out on my return to Illinois before this, but for the sudden death of my wife’s father, which occurred a few days since. This event will detain me here for some time—how long I cannot yet say—but if you should desire to write me, I will either be here to attend to your wishes, or have a friend and agent to do so. I shall notify my friends in New York of my unexpected detention in this city, in order, if they should wish to write me, they may know where I am.

I have had under consideration the “act for the construction of the Illinois and Michigan Canal,” as passed in February last, with reference to a loan of $500,000.

Feeling an interest in the state of Illinois, early produced by the first and I believe her only loan passing through my hands; and believing that a difficulty exists in relation to the proposed loan under the phraseology of the act before me; I beg leave to offer my views, in the hope that they may lead to a prompt removal of the difficulty, and an early accomplishment of the very important object contemplated in the act.

The first enquiry presented for examination to a capitalist, is, perhaps, the object and utility of the proposed canal for which the loan is desired. One this point, I suppose no difference of opinion can be long entertained, it being apparent that the products of Illinois, rapidly increasing in quantity and value seek and demand a more easy and rapid transportation to a market than now exists; and of necessity, the same facility for the introduction of such necessary commodities and luxuries, as the products and increasing wealth of the state commands.

By the proposed canal, it is evident that Illinois will possess two important sea port markets of New Orleans and New York, insuring to her people the ready disposition of their produce, and a speedy return of the proceeds; securing sources of wealth incalculably great, and clearly demonstrating the object and utility of the work.

We, of New York, readily appreciate the advantages you may reasonably expect, as we are now reaping a large harvest from our Erie canal, a sister project with your proposed work, which did not at its commencement, present the inducements now enjoyed by the State of Illinois.

Experience has taught us to know and acknowledge the enhanced value given to every farm, village or city on or near the line of the canal; but more especially do we feel it in this city, by the steady advance of real estate, and the accumulated products poured in upon us for distribution, products in-

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creasing annually in a ratio far beyond all previous calculation.

In this view of the Illinois and Michigan canal, the citizens of New York cannot but entertain a strong interest in the work, and such I believe is the fact; we must view it as forming a link in the great chain of interior communicaton, following our Erie canal and intended rail road.

We next turn to the securities offered for the proposed loan of $500,000. These are declared to be “the revenue arising from the Illinois and Michigan canal, and from the lands granted, or that may hereafter be granted to the State of Illinois, by the Congress of the U.S. for the construction of the said canal, and the net tolls thereof,” as is provided by the 7th section of the act. To those of us who are acquainted with your rich and fertile state, with the villages and towns rising in quick succession on your canal lands, and with their value, not a moment’s doubt is entertained of the ample security provided for the principal and interest:—But in our country, where the rate of profit is generally twice as high as in Europe, it follows, that capital commands a higher value for its use; hence we necessarily look to other countries, where capital is of less value, to bring it home, where we can well afford to pay better for it, such in fact has been done, for the states of Alabama, Louisiana, and Mississippi, many of their loans have passed through my hands, and are now held in Europe. To your state this course is also very important, nay, indispensably necessary to the development of the vast treasures of Illinois; for the great increase of her population increases her productive powers, which powers without an accession of capital are but of little advantage.

As we are to look eventually, therefore, to foreigners for the amount of this and all other large loans, it is necessary to impress them with the value of the security we offer, and you must be aware that this cannot be done in relation to the lands of our several states, certainly not to the extent they deservedly merit; an extent abundantly satisfactory to us, but not to the foreign lender. To draw this capital from abroad, we find it necessary to give the strongest securities within the reach of the state requiring a loan; consequently, the states have pledged themselves to the final payment of the loans effected.

Examining the act before me, a doubt exists as to the actual security intended by the certificate, to be issued according to

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the second section:—It is alleged by some they are to be issued on the faith of the state, the securities being held by the state for its own protection; while others believe that the certificates are to be issued by the state officers, as a matter of form, to be secured to the holders by the revenues, &c.[etc.] as set forth in the 7th section, and without any responsibility for final payment on the part of the state; this latter construction is most prevalent, though a strict legal construction might, perhaps, be given to the first position.

The doubt however is sufficient to prevent a negotiation for the loan in this city, and seems to require a change in the language of the act:—and as the rate of interest is not to exceed five per cent per annum, it will, I am persuaded, be decidedly for the advantage of the state of Illinois, to frame her certificates in the style and manner used with signal success by other states of the Union.

If sir, the feelings of the state of Illinois are in accordance with those of New York, as to the great benefits to be derived by every man from the intended improvement, no time should be lost in procuring the suggested alteration.

Enclosed I hand you a letter from Mr. Delafield, which I think is a very able one, and I hope that it will enable you to present the subject to the people of Illinois in a satisfactory light. No one can doubt the abundance of the security which the State pledges for the repayment of the loan, and the Legislature had no doubt of that, or they would not have offered it; and if it be considered an ample security to the lender,

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surely it must be so to the State. This loan, if effected, must be procured abroad, and it would be impossible to negotiate for a large sum, on long time and at a very low rate of interest, on any security short of State credit. What security would the lender have, under this law, for the punctual payment of the interest, assuming that the security is confined to the canal lands and tolls, and that the State is not pledged? The fund may be exhausted before the Canal is completed, and then it would seem as if the lands must be sold at a forced sale, in order to raise money to pay the interest, and this would impair the ultimate security. That the certificates would carry with them a pledge of the faith of the State for their redemption, is certainly a very plausible construction, and I was strongly inclined to entertain it; but my brother thought it was not the safe construction, and that the certificates ought to express on the face of them that they were issued on the security of the canal lands and tolls solely. Mr. Delafield enters into the spirit of the contemplated improvement, and expresses a strong wish to aid you in the loan, and will do so immediately, when the matter is put in a more desirable shape, so that he can act upon it, through him, I have no doubt that the money can be had, if the Legislature will amend the law.