CLP 67,715,000,000

HILTON HOTELS CORPORATION

7.43% Chilean Inflation-Indexed (UF) notes due August 15, 2009

PURCHASE AGREEMENT

August 17, 2001

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
One Cabot Square
London, England E14 4QJ

Ladies and Gentlemen:

    1.  Introductory.  Hilton Hotels Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston (Europe) Limited (the "Purchaser") a principal amount of CLP 67,715,000,000 of its 7.43% Chilean Inflation-Indexed (UF) notes due August 15, 2009 ("Offered Securities") to be issued under an indenture, dated as of April 15, 1997 (the "Indenture"), between the Company and BNY Western Trust Company, as Trustee. The United States Securities Act of 1933 is herein referred to as the "Securities Act."

    The Company hereby agrees with the Purchaser as follows:

    2.  Representations and Warranties of the Company.  The Company represents and warrants to, and agrees with, the Purchaser that:

    1.  A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Purchaser have been prepared by the Company. Such preliminary offering circular (the "Preliminary Offering Circular") and offering circular (the "Offering Circular"), as supplemented as of the date of this Agreement, together with any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the "Offering Document." On the date of this Agreement, the Offering Document does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information relating to the Purchaser furnished to the Company by the Purchaser specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Company's Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the "Commission") and all subsequent reports (collectively, the "Exchange Act Reports") which have been filed by the Company with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

    2.  The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Document and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other

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