
<PAGE>   1



                                  EXHIBIT 10.9A

                 GUARANTY AGREEMENT FOR $40,000,000 SENIOR NOTES


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         EXHIBIT 10.9A GUARANTY AGREEMENT FOR $40,000,000 SENIOR NOTES

================================================================================


                               Guaranty Agreement

                           Dated as of August 1, 1995


                                       By


                             The Entities Listed on
                           the Signature Page Hereto


                                      Re:


                         $40,000,000 7.20% Senior Notes
                               Due August 8, 2005

                                       of
                             Williams-Sonoma, Inc.

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                               GUARANTY AGREEMENT

                                       Re:

                         $40,000,000 7.20% Senior Notes
                               Due August 8, 2005
                                       of
                              Williams-Sonoma, Inc.

         Guaranty Agreement dated as of August 1, 1995 by the entities listed on
the signature page attached hereto, (each, a "Guaranteeing Subsidiary" and
collectively, the "Guaranteeing Subsidiaries").

                                    Recitals:

            A. Williams-Sonoma, Inc., a California corporation (the "Company"),
is presently the direct owner of 100% of the issued and outstanding shares of
capital stock of each Guaranteeing Subsidiary.

            B. In order to repay certain indebtedness and for other general
corporate purposes, the Company is entering into a Note Agreement dated as of
August 1, 1995 (the "Note Agreement") between the Company and the purchasers
named on Schedule I attached to said Note Agreement (the "Purchasers"),
providing for, among other things, the issue and sale by the Company of its
7.20% Senior Notes, Due August 8, 2005 to be issued in an aggregate principal
amount equal to $40,000,000 (the "Notes"). The Purchasers whose names are
entered into the Note Register pursuant to Section 9.1 of the Note Agreement as
the owner or holder of one or more Notes is hereinafter referred to individually
as a "Noteholder" and collectively as the "Noteholders".

            C. The Purchasers have required as a further condition of their
purchase of the Notes that the Guaranteeing Subsidiaries enter into this
Guaranty as security for the Notes and the Guaranteeing Subsidiaries, by reason
of their interest in the repayment by the Company of certain indebtedness
incurred and in order to induce the Purchasers to purchase the Notes thereunder
and thereby provide the Company with funds to repay such indebtedness and for
other general corporate purposes, have agreed to execute this Guaranty.

                                       1<PAGE>   4

         NOW, Therefore, in consideration of the premises and for the purpose of
inducing the purchase and acceptance of the Notes by the Purchasers and in
further consideration of the sum of Ten Dollars ($10.00) paid to each
Guaranteeing Subsidiary by the Purchasers, the receipt whereof is hereby
acknowledged, each Guaranteeing Subsidiary does hereby covenant and agree as
follows:

Section 1.               DEFINITIONS.

         Except as set forth below and unless the context otherwise requires,
capitalized terms used herein shall have the meanings assigned thereto in the
Note Agreement or as hereinafter set forth and such definitions shall be equally
applicable to both the singular and plural forms of any of the terms so defined.

         For the purposes of this Guaranty, "Material Adverse Effect" shall mean
a material adverse effect on (a) the business, operations, affairs, financial
condition, assets or properties of the Company and its Restricted Subsidiaries
taken as a whole, or (b) the ability of the subject Guaranteeing Subsidiary to
perform its obligations under this Guaranty, or (c) the validity or
enforceability of this Guaranty.

Section 2.               GUARANTY OF NOTES AND NOTE AGREEMENT.

         (a) Subject to SECTION 2(b) below, each Guaranteeing Subsidiary does
hereby irrevocably, absolutely and unconditionally guarantee unto the
Noteholders (1) the full and prompt payment of the principal of, premium, if
any, and interest on the Notes from time to time outstanding, as and when such
payments shall become due and payable, whether by lapse of time, upon redemption
or prepayment, by extension or by acceleration or declaration or otherwise
(including (to the extent legally enforceable) interest due on overdue payments
of principal, premium, if any, or interest at the rate set forth in the Notes)
in coin or currency of the United States of America which at the time of payment
or demand therefor shall be legal tender for the payment of public and private
debts, (2) the full and prompt performance and observance by the Company of each
and all of the obligations, covenants and agreements required to be performed or
owed by the Company under the terms of the Notes and the Note Agreement, and (3)
the full and prompt payment, upon demand by any Noteholder of all costs and
expenses, legal or otherwise (including reasonable attorneys' fees), if any, as
shall have been expended or incurred in the enforcement of any right or
privilege under the Notes or the Note Agreement or in the enforcement of any
rights, privileges or liabilities under this Guaranty or in any consultation or
action in connection therewith or herewith.

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         (b)     The obligations of any Guaranteeing Subsidiary hereunder shall
be limited to the lesser of (i) the obligations of the Company guaranteed
hereunder, or (ii) a maximum aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any applicable provisions of comparable state law (collectively, the
"Fraudulent Transfer Laws"), if and to the extent such Guaranteeing Subsidiary
(or a trustee on its behalf) has properly invoked the protections of the
Fraudulent Transfer Laws in each case after giving effect to all other
liabilities of such Guaranteeing Subsidiary, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws.

SECTION 3.               GUARANTY OF PAYMENT AND PERFORMANCE.

         This is a guaranty of payment and performance and each Guaranteeing
Subsidiary hereby waives, to the fullest extent permitted by law, any right to
require that any action on or in respect of any Note or the Note Agreement be
brought against the Company or that resort be had to any direct or indirect
security for the Notes or for this Guaranty or any other remedy. Any Noteholder
may, at its option, proceed hereunder against any Guaranteeing Subsidiary in the
first instance to collect monies when due, the payment of which is guaranteed
hereby, without first proceeding against the Company, any other Guaranteeing
Subsidiary or any other person and without first resorting to any direct or
indirect security for the Notes, or for this Guaranty or any other remedy. The
liability of each Guaranteeing Subsidiary hereunder shall in no way be affected
or impaired by any acceptance by any Noteholder of any direct or indirect
security for, or other guaranties of, any indebtedness, liability or obligation
of the Company, any other Guaranteeing Subsidiary or any other person to any
Noteholder or by any failure, delay, neglect or omission by the Noteholder to
realize upon or protect any such indebtedness, liability or obligation or any
notes or other instruments evidencing the same or any direct or indirect
security therefor or by any approval, consent, waiver, or other action taken, or
omitted to be taken by any such Noteholder.

SECTION 4.               GENERAL PROVISIONS RELATING TO THE GUARANTY.

         (a)     Each Guaranteeing Subsidiary hereby consents and agrees that
any Noteholder or Noteholders from time to time, with or without any further
notice to or assent from such Guaranteeing Subsidiary may, without in any manner
affecting the liability of such Guaranteeing Subsidiary under this Guaranty, and
upon such terms and conditions as any such Noteholder may deem advisable:


                                       3<PAGE>   6

                 (1) extend in whole or in part (by renewal or otherwise),
         modify, change, compromise, release or extend the duration of the time
         for the performance or payment of any indebtedness, liability or
         obligation of the Company, any other Guaranteeing Subsidiary or of any
         other person secondarily or otherwise liable for any indebtedness,
         liability or obligations of the Company on the Notes, or waive any
         default with respect thereto, or waive, modify, amend or change any
         provision of any other instruments; or

                 (2) sell, release, surrender, modify, impair, exchange or
         substitute any and all property, of any nature and from whomsoever
         received, held by, or for the benefit of, any such Noteholder as direct
         or indirect security for the payment or performance of any
         indebtedness, liability or obligation of the Company, any other
         Guaranteeing Subsidiary or of any other person secondarily or otherwise
         liable for any indebtedness, liability or obligation of the Company on
         the Notes; or

                 (3) settle, adjust or compromise any claim of the Company
         against any other person secondarily or otherwise liable for any
         indebtedness, liability or obligation of the Company on the Notes.

         Each Guaranteeing Subsidiary hereby ratifies and confirms any such
extension, renewal, change, sale, release, waiver, surrender, exchange,
modification, amendment, impairment, substitution, settlement, adjustment or
compromise and that the same shall be binding upon it, and hereby waives, to the
fullest extent permitted by law, any and all defenses, counterclaims or offsets
which it might or could have by reason thereof, it being understood that each
Guaranteeing Subsidiary shall at all times be bound by this Guaranty and remain
liable hereunder.

           (b) Each Guaranteeing Subsidiary hereby waives, to the fullest extent
permitted by law: (1) notice of acceptance of this Guaranty by the Noteholders
or of the creation, renewal or accrual of any liability of the Company, present
or future, or of the reliance of such Noteholders upon this Guaranty (it being
understood that every indebtedness, liability and obligation described in
SECTION 2(a) shall conclusively be presumed to have been created, contracted or
incurred in reliance upon the execution of this Guaranty); (2) demand of payment
by any Noteholder from the Company, any other Guaranteeing Subsidiary or any
other person indebted in any manner on or for any of the indebtedness,
liabilities or obligations hereby guaranteed; and (3) presentment for the
payment by any Noteholder or any other person of the Notes or any other
instrument, protest thereof and notice of its dishonor to any party thereto and
to the Guaranteeing Subsidiaries. The obligations of each Guaranteeing
Subsidiary under this Guaranty and the rights of any Noteholder to enforce such
obligations by any proceedings, whether by action at


                                       4<PAGE>   7

law, suit in equity or otherwise, shall not be subject to any reduction,
limitation, impairment or termination, whether by reason of any claim of any
character whatsoever or otherwise and shall not be subject to any defense,
set-off, counterclaim (other than any compulsory counterclaim), recoupment or
termination whatsoever.

         (c)     The obligations of each Guaranteeing Subsidiary hereunder shall
be binding upon such Guaranteeing Subsidiary and its successors and assigns, and
shall remain in full force and effect irrespective of:

                 (1) the genuineness, validity, regularity or enforceability of
         the Notes, the Note Agreement or any other instruments relating thereto
         or any of the terms of any thereof, the continuance of any obligation
         on the part of the Company, any other Guaranteeing Subsidiary or any
         other person on the Notes or under the Note Agreement or the power or
         authority or the lack of power or authority of the Company to issue the
         Notes or execute and deliver the Note Agreement or to perform any of
         its obligations thereunder or the existence or continuance of any other
         person as a legal entity; or

                 (2) any default, failure or delay, willful or otherwise, in the
         performance by the Company, any other Guaranteeing Subsidiary or any
         other person of any obligations of any kind or character whatsoever of
         the Company, any other Guaranteeing Subsidiary or any other person
         (including, without limitation, the obligations and undertakings of the
         Company, any other Guaranteeing Subsidiary or any other person under
         the Notes or the Note Agreement); or

                 (3) any creditors' rights, bankruptcy, receivership or other
         insolvency proceeding of the Company, any other Guaranteeing Subsidiary
         or any other person or in respect of the property of the Company, any
         other Guaranteeing Subsidiary or any other person or any merger,
         consolidation, reorganization, dissolution, liquidation or winding up
         of the Company, any other Guaranteeing Subsidiary or any other person;
         or

                 (4) impossibility or illegality of performance on the part of
         the Company, any other Guaranteeing Subsidiary or any other person of
         its obligations under the Notes, the Note Agreement or any other
         instruments; or

                 (5) in respect of the Company, any other Guaranteeing
         Subsidiary or any other person, any change of circumstances, whether or
         not foreseen or foreseeable, whether or not imputable to the Company,
         any other Guaranteeing Subsidiary or any other person, or other
         impossibility of performance through fire, explosion, accident,


                                       5<PAGE>   8

         labor disturbance, floods, droughts, embargoes, wars (whether or not
         declared), civil commotions, acts of God or the public enemy, delays or
         failure of suppliers or carriers, inability to obtain materials, action
         of any Federal or state regulatory body or agency, change of law or any
         other causes affecting performance, or any other force majeure, whether
         or not beyond the control of the Company, any other Guaranteeing
         Subsidiary or any other person and whether or not of the kind
         hereinbefore specified; or

                 (6)  any attachment, claim, demand, charge, lien, order,
         process, encumbrance or any other happening or event or reason, similar
         or dissimilar to the foregoing, or any withholding or diminution at the
         source, by reason of any taxes, assessments, expenses, indebtedness,
         obligations or liabilities of any character, foreseen or unforeseen,
         and whether or not valid, incurred by or against any person, or any
         claims, demands, charges or liens of any nature, foreseen or
         unforeseen, incurred by any person, or against any sums payable under
         this Guaranty, so that such sums would be rendered inadequate or would
         be unavailable to make the payments herein provided; or

                 (7)  any order, judgment, decree, ruling or regulation (whether
         or not valid) of any court of any nation or of any political
         subdivision thereof or any body, agency, department, official or
         administrative or regulatory agency of any thereof or any other action,
         happening, event or reason whatsoever which shall delay, interfere
         with, hinder or prevent, or in any way adversely affect, the
         performance by any party of its respective obligations under the Notes,
         the Note Agreement or any instrument relating thereto; or

                 (8)  the failure of any Guaranteeing  Subsidiary to receive any
         benefit from or as a result of its execution, delivery and performance
         of this Guaranty; or

                 (9)  any failure or lack of diligence in collection or
         protection, failure in presentment or demand for payment, protest,
         notice of protest, notice of default and of nonpayment, any failure to
         give notice to any Guaranteeing Subsidiary of failure of the Company,
         any other Guaranteeing Subsidiary or any other person to keep and
         perform any obligation, covenant or agreement under the terms of the
         Notes or the Note Agreement or failure to resort for payment to the
         Company, any other Guaranteeing Subsidiary or to any other person or to
         any other guaranty or to any property, security, liens or other rights
         or remedies; or

                 (10) the acceptance of any additional security or other
         guaranty, the advance of additional money to the Company, any other
         Guaranteeing Subsidiary or any other person, the renewal or extension
         of the Notes or amendments, modifications, consents or


                                       6<PAGE>   9

         waivers with respect to the Notes or the Note Agreement, or the sale,
         release, substitution or exchange of any security for the Notes; or

                 (11) any defense whatsoever that the Company, any other
         Guaranteeing Subsidiary or any other person might have to the payment
         of the Notes (principal, premium, if any, or interest), other than
         payment in cash thereof, or to the performance or observance of any of
         the provisions of the Note Agreement, whether through the satisfaction
         or purported satisfaction by the Company, any other Guaranteeing
         Subsidiary or any other person of its debts due to any cause such as
         bankruptcy, insolvency, receivership, merger, consolidation,
         reorganization, dissolution, liquidation, winding-up or otherwise; or

                 (12) any act or failure to act with regard to the Notes, the
         Note Agreement or anything which might vary the risk of any
         Guaranteeing Subsidiary; or

                 (13) any other circumstance which might otherwise constitute a
         defense available to, or a discharge of, any Guaranteeing Subsidiary in
         respect of the obligations of such Guaranteeing Subsidiary under this
         Guaranty;

provided that the specific enumeration of the above-mentioned acts, failures or
omissions shall not be deemed to exclude any other acts, failures or omissions,
though not specifically mentioned above, it being the purpose and intent of this
Guaranty that the obligations of each Guaranteeing Subsidiary shall be absolute
and unconditional and shall not be discharged, impaired or varied except by the
payment of the principal of, premium, if any, and interest on the Notes in
accordance with their respective terms whenever the same shall become due and
payable as in the Notes provided, at the place specified in and all in the
manner and with the effect provided in the Notes and the Note Agreement, as
amended or modified from time to time. Without limiting the foregoing, it is
understood that repeated and successive demands may be made and recoveries may
be had hereunder as and when, from time to time, the Company shall default under
the terms of the Notes or the Note Agreement and that notwithstanding recovery
hereunder for or in respect of any given default or defaults by the Company
under the Notes or the Note Agreement, this Guaranty shall remain in full force
and effect and shall apply to each and every subsequent default.

                 (d)  All rights of any Noteholder under this Guaranty may be
transferred or assigned at any time and shall be considered to be transferred or
assigned at any time or from time to time upon the transfer of such Note whether
with or without the consent of or notice to any Guaranteeing Subsidiary under
this Guaranty or to the Company.


                                       7<PAGE>   10

                 (e)  To the extent of any payments made under this Guaranty,
any Guaranteeing Subsidiary making such payment shall be subrogated to the
rights of the Noteholder upon whose Note such payment was made, but any such
Guaranteeing Subsidiary covenants and agrees that such right of subrogation
shall be subordinate in right of payment to the rights of any Noteholder for
which full payment has not been made or provided for and, to that end, each
Guaranteeing Subsidiary agrees not to claim or enforce any such right of
subrogation or any right of set-off or any other right which may arise on
account of any payment made by such Guaranteeing Subsidiary in accordance with
the provisions of this Guaranty unless and until all of the Notes and all other
sums due and payable under the Note Agreement have been fully paid and
discharged.

                 (f)  Each Guaranteeing Subsidiary agrees that to the extent the
Company, any other Guaranteeing Subsidiary or any other person makes any payment
on any Note, which payment or any part thereof is subsequently invalidated,
voided, declared to be fraudulent or preferential, set aside, recovered,
rescinded or is required to be retained by or repaid to a trustee, liquidator,
receiver, or any other person under any bankruptcy code, common law, or
equitable cause, then and to the extent of such payment, the obligation or the
part thereof intended to be satisfied shall be revived and continued in full
force and effect with respect to each Guaranteeing Subsidiary's obligations
hereunder, as if said payment had not been made. The liability of each
Guaranteeing Subsidiary hereunder shall not be reduced or discharged, in whole
or in part, by any payment to any Noteholder from any source that is thereafter
paid, returned or refunded in whole or in part by reason of the assertion of a
claim of any kind relating thereto, including, but not limited to, any claim for
breach of contract, breach of warranty, preference, illegality, invalidity, or
fraud asserted by any account debtor or by any other person.

                 (g)  No Noteholder shall be under any obligation (1) to marshal
any assets in favor of any Guaranteeing Subsidiary or in payment of any or all
of the liabilities of the Company under or in respect of the Notes or the
obligations of any Guaranteeing Subsidiary hereunder or (2) to pursue any other
remedy that any Guaranteeing Subsidiary may or may not be able to pursue itself
and that may lighten such Guaranteeing Subsidiary's burden, or any right to
which such Guaranteeing Subsidiary hereby expressly waives.

                 (h)  The obligations of each Guaranteeing Subsidiary with
respect to the guaranty and all other obligations under this Guaranty of such
Guaranteeing Subsidiary are and shall continue to be direct and unsecured
obligations of such Guaranteeing Subsidiary ranking pari passu as against the
assets of such Guaranteeing Subsidiary and pari passu with all other present and
future Indebtedness of such Guaranteeing Subsidiary which is not expressed to be
subordinate or junior in rank to any other Indebtedness of such Guaranteeing
Subsidiary (except


                                       8<PAGE>   11

to the extent that the foregoing is not true by virtue of, and solely by virtue
of, Liens expressly permitted by the Note Agreement securing other Indebtedness
insofar as such Indebtedness represents a prior claim in respect of the property
or assets secured by such permitted Lien).

                 (i)  Each Guaranteeing Subsidiary hereby waives all rights and
defenses arising out of an election of remedies by the Noteholders, even though
that election of remedies, such as a nonjudicial foreclosure with respect to
security for a guaranteed obligation, has destroyed such Guaranteeing
Subsidiary's rights of subrogation and reimbursement against the Company by the
operation of Section 580d of the California Code of Civil Procedure or
otherwise.

SECTION 5.               REPRESENTATIONS AND WARRANTIES OF THE GUARANTEEING
                         SUBSIDIARIES.

         Each Guaranteeing Subsidiary represents and warrants to you as follows:

                   (a)   Subsidiaries.  Such Guaranteeing Subsidiary has no
                         subsidiaries.

                   (b)   Corporate Organization and Authority.  Such
                         Guaranteeing Subsidiary:

                         (1)     is a corporation duly organized and validly
                   existing under the laws of its jurisdiction of incorporation;

                         (2)     is in good standing under the laws of its
                   jurisdiction of incorporation; and

                         (3)     has all requisite power and authority to
                  execute, deliver and perform this Guaranty.

                  (c) Pending Litigation. There are no proceedings pending or,
         to the knowledge of such Guaranteeing Subsidiary, threatened against or
         affecting such Guaranteeing Subsidiary in any court or before any
         governmental authority or arbitration board or tribunal which, if
         adversely determined against such Guaranteeing Subsidiary, could
         reasonably be expected to have a Material Adverse Effect.

                  (d) Guaranty Is Legal and Authorized. The execution and
         delivery by such Guaranteeing Subsidiary of this Guaranty and
         compliance thereby with all of the provisions of this Guaranty will not
         violate any provisions of any law or any order of any court or
         governmental authority or agency and will not conflict with or result
         in any


                                       9<PAGE>   12

         breach of any of the terms, conditions or provisions of, or constitute
         a default under the corporate charter or by-laws of such Guaranteeing
         Subsidiary or any indenture or other agreement or instrument to which
         such Guaranteeing Subsidiary is a party or by which it may be bound or
         result in the imposition of any Liens or encumbrances on any property
         of such Guaranteeing Subsidiary; and this Guaranty has been duly
         authorized by proper corporate action on the part of such Guaranteeing
         Subsidiary (no action by the stockholders of such Guaranteeing
         Subsidiary that has not been taken being required by law or by the
         corporate charter or by-laws of such Guaranteeing Subsidiary or
         otherwise), executed and delivered by such Guaranteeing Subsidiary, and
         this Guaranty constitutes the legal, valid and binding contract and
         agreement of such Guaranteeing Subsidiary enforceable in accordance
         with its terms.

                   (e) Guaranty to Rank Pari Passu. The obligations of such
         Guaranteeing Subsidiary with respect to the guaranty and all other
         obligations under this Guaranty of such Guaranteeing Subsidiary are
         direct and unsecured obligations of such Guaranteeing Subsidiary
         ranking pari passu as against the assets of such Guaranteeing
         Subsidiary and pari passu with all other present and future
         Indebtedness of such Guaranteeing Subsidiary which is not expressed to
         be subordinate or junior in rank to any other Indebtedness of such
         Guaranteeing Subsidiary (except to the extent that the foregoing is not
         true by virtue of, and solely by virtue of, Liens expressly permitted
         by the Note Agreement securing other Indebtedness insofar as such
         Indebtedness represents a prior claim in respect of the property or
         assets secured by such permitted Lien).

                   (f) Governmental Consent. No approval, consent or withholding
         of objection on the part of any regulatory body, state, Federal or
         local, is necessary in connection with the execution and delivery by
         such Guaranteeing Subsidiary of this Guaranty or compliance by such
         Guaranteeing Subsidiary with any of the provisions of this Guaranty.

                   (g) Compliance with Law. Such Guaranteeing Subsidiary (i) is
         not in violation of any law, ordinance, franchise, governmental rule or
         regulation to which it is subject; or (ii) has not failed to obtain any
         license, permit, franchise or other governmental authorization
         necessary to the ownership of its property or to the conduct of its
         business, which violation or failure to obtain could reasonably be
         expected to have a Material Adverse Effect. Such Guaranteeing
         Subsidiary is not in default with respect to any order of any court or
         governmental authority or arbitration board or tribunal which default
         could reasonably be expected to have a Material Adverse Effect.


                                       10<PAGE>   13

SECTION 6.               GUARANTEEING SUBSIDIARY COVENANTS.

         From and after the date of issuance of the Notes by the Company and
continuing so long as any amount remains unpaid thereon each Guaranteeing
Subsidiary agrees to comply with the terms and provisions of Sections 5.1 and
5.13 of the Note Agreement as if said Sections were set forth herein in full.

SECTION 7.               SUBMISSION TO JURISDICTION.

         Any legal action or proceeding with respect to this Guaranty or the
Notes or any document related thereto may be brought in the courts of the State
of New York or of the United States of America for the Southern District of New
York, and, by execution and delivery of this Guaranty, each Guaranteeing
Subsidiary hereby accepts for itself and in respect of its property generally
and unconditionally, the non-exclusive jurisdiction of the aforesaid courts.
Each Guaranteeing Subsidiary hereby irrevocably and unconditionally waives any
objection, including, without limitation, any objection to the laying of venue
or based on the grounds of forum non conveniens which it may now or hereafter
have to the bringing of any action or proceeding in such respective
jurisdiction.

SECTION 8.               NOTICES.

         All communications provided for herein shall be in writing, and (a) if
to the Company or the Guaranteeing Subsidiaries, delivered or mailed prepaid by
registered or certified mail or express commercial air courier, or by facsimile
communication (prompt express commercial air courier delivery of hard copy to
follow such facsimile communication), or (b) if to any Purchaser, delivered or
mailed prepaid by express commercial air courier, or by facsimile communication
(prompt express commercial air courier delivery of hard copy to follow such
facsimile communication), in any case at the addresses set forth below, or to
such other address as such person may designate to the other persons named below
by notice given in accordance with this Section:

<TABLE>

       <S>                           <C>
       If to any Noteholder:         To its address for notices appearing in
                                     Schedule I to the Note Agreement, as the
                                     case may be

       If to a Guaranteeing
         Subsidiary:                 To the address listed on Schedule I hereto
                                     for such Guaranteeing Subsidiary

       If to the Company:            Williams-Sonoma, Inc.
                                     3250 VanNess Avenue
                                     San Francisco, California 94109
                                     Attention:  Chief Financial Officer

</TABLE>


                                       11<PAGE>   14

         (a)     This Guaranty may only be amended and/or modified by an
instrument in writing signed by the Guaranteeing Subsidiaries and by the
Noteholder or Noteholders of at least 51% in aggregate principal amount of the
Notes then outstanding; provided, that without the written consent of the
Noteholders of all of the Notes then outstanding, no such waiver, modification,
alteration or amendment shall be effective which will reduce the scope of the
guaranty set forth in this Guaranty or amend the requirements of SECTIONS 2, 3,
4 hereof or amend this SECTION 9. No such amendment or modification shall extend
to or affect any obligation not expressly amended or modified or impair any
right consequent thereon.

         (b)     Each Guaranteeing Subsidiary agrees that it will not solicit,
request or negotiate for or with respect to any proposed waiver or amendment of
any of the provisions of this Guaranty, the Note Agreement or the Notes unless
each Noteholder (irrespective of the amount of Notes then owned by it) shall be
informed thereof by such Guaranteeing Subsidiary and shall be afforded the
opportunity of considering the same for a period of not less than 30 days and
shall be supplied by such Guaranteeing Subsidiary with a brief statement
regarding the reasons for any such proposed waiver or amendment, a copy of the
proposed waiver or amendment and such other information regarding such amendment
or waiver as any Noteholder shall reasonably request to enable it to make an
informed decision with respect thereto. Executed or true and correct copies of
any waiver or amendment effected pursuant to the provisions of this SECTION 9
shall be delivered by any such Guaranteeing Subsidiary to each Noteholder of
outstanding Notes within 30 days following the date on which the same shall have
been executed and delivered by the holder or holders of the requisite percentage
of the outstanding Notes. Each Guaranteeing Subsidiary agrees that it will not,
directly or indirectly, pay or cause to be paid any remuneration, whether by way
of supplemental or additional interest, fee or otherwise, to any Noteholder as
consideration for or as an inducement to the entering into by any Noteholder of
any waiver or amendment of any of the terms and provisions of this Guaranty, the
Note Agreement or the Notes, unless such remuneration is concurrently paid, on
the same terms, ratably to the Noteholders of all of the Notes then outstanding.

SECTION 10.              MISCELLANEOUS.

         (a)     No remedy herein conferred upon or reserved to any Noteholder
is intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Guaranty now or hereafter existing at law or in
equity. No delay or omission to exercise any right or power accruing upon any
default, omission or failure of performance hereunder shall impair any such


                                       12<PAGE>   15

right or power or shall be construed to be a waiver thereof but any such right
or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle any Noteholder to exercise any remedy reserved to
it under this Guaranty, it shall not be necessary for such Noteholder to
physically produce its Note in any proceedings instituted by it or to give any
notice, other than such notice as may be herein expressly required.

         (b)     In case any one or more of the provisions contained in this
Guaranty shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby.

         (c)     This Guaranty shall be binding upon the undersigned
Guaranteeing Subsidiaries and their respective successors and assigns and shall
inure to the benefit of each Noteholder and its successors and assigns so long
as its Note remains outstanding and unpaid.

         (d)     THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.


                                       13<PAGE>   16


         In WITNESS WHEREOF, each Guaranteeing Subsidiary has caused this
Guaranty Agreement to be duly executed by an authorized officer as of the first
day of August, 1995.

                                           WILLIAM-SONOMA STORES, INC.

                                           By   /s/ Russell Solt
                                                -------------------------------
                                                Its Chief Financial Officer and
                                                Secretary

                                           THE POTTERY BARN EAST, INC.

                                           By   /s/ Russell Solt
                                                -------------------------------
                                                Its Chief Financial Officer and
                                                Secretary

                                           GARDENER'S EDEN, INC.

                                           By   /s/ Russell Solt
                                                -------------------------------
                                                Its Chief Financial Officer and
                                                Secretary

                                           HOLD EVERYTHING, INC.

                                           By   /s/ Russell Solt
                                                -------------------------------
                                                Its Chief Financial Officer and
                                                Secretary

                                           CHAMBERS CATALOG COMPANY,
                                             INC.


                                       14<PAGE>   17

                                           By   /s/ Russell Solt
                                                -------------------------------
                                                Its Chief Financial Officer and
                                                Secretary


                                       15