
<PAGE>   1

                                  EXHIBIT 10.9B

              INTERCREDITOR AGREEMENT FOR $40,000,000 SENIOR NOTES

<PAGE>   2

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


                            INTERCREDITOR AGREEMENT

                           Dated as of August 1, 1995

                                     Among

                                BANK OF AMERICA
                     NATIONAL TRUST AND SAVINGS ASSOCIATION

                                       And

             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,
                 TRANSAMERICA LIFE INSURANCE & ANNUITY COMPANY,
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                                       and
                   NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY

<PAGE>   3
                            INTERCREDITOR AGREEMENT

         Intercreditor Agreement dated as of August 1, 1995 among Bank of
America National Trust and Savings Association (the "Lender") and Teachers
Insurance and Annuity Association of America, Transamerica Life Insurance &
Annuity Company, Transamerica Occidental Life Insurance Company and New England
Mutual Life Insurance Company (each institution is referred to herein as a
"Noteholder" and the institutions are collectively referred to herein as the
"Noteholders"; the Noteholders and the Lender are individually referred to
herein as a "Creditor" and are collectively referred to herein as the
"Creditors").

                                   RECITALS:

         A.      Under and pursuant to the Note Agreement dated as of August 1,
1995 (the "Note Agreement"), among Williams-Sonoma, Inc., a California
corporation (the "Company"), and each of the Noteholders, the Company has issued
and sold to the Noteholders $40,000,000 aggregate principal amount of its 7.20%
Senior Notes, Due August 8, 2005 (the "Notes").

         B.      Under and pursuant to that certain Amended and Restated Credit
Agreement dated as of October 13, 1994 (as such agreement may be modified,
amended, renewed or replaced, including any increase in the amount thereof, the
"Bank Credit Agreement") between the Company and the Lender, the Lender has made
available to the Company certain credit facilities in a current aggregate
principal amount up to $100,000,000 (all amounts outstanding in respect of said
credit facilities being hereinafter collectively referred to as the "Loans").

         C.      In connection with the execution of the Bank Credit Agreement
and as security for the Loans made thereunder, Williams-Sonoma Stores, Inc., The
Pottery Barn East, Inc., Gardener's Eden, Inc., Hold Everything, Inc. and
Chambers Catalog Company, Inc., each of which are wholly-owned subsidiaries of
the Company (collectively, the "Subsidiary Guarantors") have guaranteed to the
Lender the payment of the Loans and all other obligations of the Company under
the Bank Credit Agreement under those


                                       1
<PAGE>   4
certain separate and several Continuing Guaranty agreements (as such agreements
may be modified, amended, renewed or replaced, including any increase in the
amount thereof, collectively, the "Lender Guaranty").

         D.      The Subsidiary Guarantors are entering into a Guaranty
Agreement (the "Noteholder Guaranty") dated as of the date hereof pursuant to
which the Subsidiary Guarantors shall guarantee to the Noteholders the payment
of the principal of, premium, if any, and interest on the Notes and the payment
and performance of all other obligations of the Company under the Note
Agreement. The Lender Guaranty and the Noteholder Guaranty are each hereinafter
referred to as a "Subsidiary Guaranty."

         E.      As  consideration  for the  purchase  by the  Noteholders  of
the Notes, the Lender has agreed to enter into this Agreement.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree a follows:

SECTION 1. DEFINITIONS.

         The following terms shall have the meanings assigned to them below in
this SECTION 1 or in the provisions of this Agreement referred to below:

         "Bank Credit Agreement" shall have the meaning assigned thereto in the
Recitals hereof.

         "Bankruptcy Proceeding" shall mean, with respect to any person, a
general assignment of such person for the benefit of its creditors, or the
institution by or against such person of any proceeding seeking relief as
debtor, or seeking to adjudicate such person as bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of such person or
its debts, under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking appointment of a receiver, trustee, custodian or
other similar official for such person or for any substantial part of its
property.

         "Company" shall have the meaning assigned thereto in the Recitals
hereof.


                                       2
<PAGE>   5
         "Creditor" shall have the meaning assigned thereto in the introductory
paragraph hereto.

         "Excess Guaranty Payment" shall mean as to any Creditor an amount equal
to the Guaranty Payment received by such Creditor less the Pro Rata Share of
Guaranty Payments to which such Creditor is then entitled.

         "Guaranty Payment" shall have the meaning assigned thereto in SECTION
2.

         "Lender" shall have the meaning assigned thereto in the introductory
paragraph hereto.

         "Lender Guaranty" shall have the meaning assigned thereto in the
Recitals hereof.

         "Loans" shall have the meaning assigned thereto in the Recitals hereof.

         "Note Agreement"  shall have the meaning assigned thereto in the
Recitals hereof.

         "Noteholder" shall have the meaning assigned thereto in the
introductory paragraph hereto.

         "Noteholder Guaranty" shall have the meaning assigned thereto in the
Recitals hereof.

         "Notes" shall have the meaning assigned thereto in the Recitals hereof.

         "Pro Rata Share of Guaranty Payments" shall mean as of the date of any
Guaranty Payment to a Creditor under a Subsidiary Guaranty an amount equal to
the product obtained by multiplying (x) the amount of all Guaranty Payments made
by the Subsidiary Guarantor to all Creditors concurrently with the payments to
such Creditor less all reasonable costs incurred by such Creditors in connection
with the collection of such Guaranty Payments by (y) a fraction, the numerator
of which shall be the Specified Amount owing to such Creditor, and the
denominator of which is the aggregate amount of all outstanding Subject
Obligations (without giving effect in the denominator to the application of any
such Guaranty Payments).


                                       3<PAGE>   6

         "Receiving Creditor" shall have the meaning assigned thereto in SECTION
2.

         "Specified Amount" shall mean as to any Creditor the aggregate amount
of the Subject Obligations owed to such Creditor.

         "Subject Obligations" shall mean all principal of, premium, if any, and
interest on, the Notes and the Loans and all other obligations of the Company
under or in respect of the Notes and the Loans and under the Note Agreement and
the Bank Credit Agreement and any other obligations of the Company to the Lender
which are guaranteed by the Lender Guaranty; provided that any amount of such
Subject Obligations which is not allowed as a claim enforceable against the
Company in a Bankruptcy Proceeding under applicable law shall be excluded from
the computation of "Subject Obligations" hereunder.

         "Subsidiary Guarantors" shall have the meaning assigned thereto in the
Recitals hereof.

         "Subsidiary Guaranty" shall have the meaning assigned thereto in the
Recitals hereof.

SECTION 2. SHARING OF RECOVERIES.

Each Creditor hereby agrees with each other Creditor that payments (including
payments made through setoff of deposit balances or otherwise or payments or
recoveries from any security interest granted to any Creditor, including,
without limitation, the security interests granted to the Lender under and
pursuant to clause (9) of the Lender Guaranty) made pursuant to the terms of a
Subsidiary Guaranty (a "Guaranty Payment") (x) within 90 days prior to the
commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor
or the Company or (y) following the acceleration of the Notes or the Loans or
the acceleration of any other Subject Obligation, shall be shared so that each
Creditor shall receive its Pro Rata Share of Guaranty Payments. Accordingly,
each Creditor hereby agrees that in the event (a) an event described in clauses
(x) or (y) above shall have occurred, (b) any Creditor shall receive a Guaranty
Payment (a "Receiving Creditor"), and (c) any other Creditor shall not
concurrently receive its Pro Rata Share of Guaranty Payments from the same
Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the
Excess Guaranty Payment to each other Creditor who shall then be entitled
thereto so that after giving effect to such payment (and any other payments then
being made by any other Receiving Creditor pursuant to this SECTION 2) each
Creditor shall have received its Pro Rata Share of Guaranty Payments.

         Any such payments shall be deemed to be and shall be made in
consideration of the purchase for cash at face value, but without recourse,
ratably from the other Creditors such amount of Notes or Loans (or interest
therein), as the case may be, to the extent necessary to cause such Creditor to
share such Excess Guaranty Payment with the other Creditors as hereinabove
provided; provided, however, that if any such purchase or


                                       4<PAGE>   7

payment is made by any Receiving Creditor and if such Excess Guaranty Payment or
part thereof is thereafter recovered from such Receiving Creditor by any
Subsidiary Guarantor (including, without limitation, by any trustee in
bankruptcy of any Subsidiary Guarantor or any creditor thereof), the related
purchase from the other Creditors shall be rescinded ratably and the purchase
price restored as to the portion of such Excess Guaranty Payment so recovered,
but without interest; and provided further nothing herein contained shall
obligate any Creditor to resort to any setoff, application of deposit balance or
other means of payment under any Subsidiary Guaranty or avail itself of any
recourse by resort to any property of the Company or any Subsidiary Guarantor,
the taking of any such action to remain within the absolute discretion of such
Creditor without obligation of any kind to the other Creditors to take any such
action.

SECTION 3. AGREEMENTS AMONG THE CREDITORS.

         Section 3.1. Independent Actions by Creditors. Nothing contained in
this Agreement shall prohibit any Creditor from accelerating the maturity of, or
demanding payment from any Subsidiary Guarantor on, any Subject Obligation of
the Company to such Creditor or from instituting legal action against the
Company or any Subsidiary Guarantor to obtain a judgment or other legal process
in respect of such Subject Obligation, but any funds received from any
Subsidiary Guarantor in connection with any recovery therefrom shall be subject
to the terms of this Agreement.

         Section 3.2. Relation of Creditors. This Agreement is entered into
solely for the purposes set forth herein, and no Creditor assumes any
responsibility to any other party hereto to advise such other party of
information known to such other party regarding the financial condition of the
Company or any Subsidiary Guarantor or of any other circumstances bearing upon
the risk of nonpayment of any Subject Obligation. Each Creditor specifically
acknowledges and agrees that nothing contained in this Agreement is or is
intended to be for the benefit of the Company or any Subsidiary Guarantor and
nothing contained herein shall limit or in any way modify any of the obligations
of the Company or any Subsidiary Guarantor to the Creditors.

         Section 3.3. Acknowledgment of Guaranties. The Lender hereby expressly
acknowledges the existence of the Noteholder Guaranty and the


                                       5<PAGE>   8

Noteholders hereby expressly acknowledge the existence of the Lender Guaranty.

SECTION 4. MISCELLANEOUS.

         Section 4.1. Entire Agreement. This Agreement represents the entire
Agreement among the Creditors and, except as otherwise provided, this Agreement
may not be altered, amended or modified except in a writing executed by all the
parties to this Agreement.

         Section 4.2. Notices. Notices hereunder shall be given to the Creditors
at their addresses as set forth in the Note Agreement or the Bank Credit
Agreement, as the case may be, or at such other address as may be designated by
each in a written notice to the other parties hereto.

         Section 4.3. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of each of the Creditors and their respective
successors and assigns, whether so expressed or not, and, in particular, shall
inure to the benefit of and be enforceable by any future holder or holders of
any Subject Obligations, and the term "Creditor" shall include any such
subsequent holder of Subject Obligations, wherever the context permits.

         Section 4.4. Consents, Amendment, Waivers. All amendments, waivers or
consents of any provision of this  Agreement  shall be effective only if the
same shall be in writing and signed by all of the Creditors.

         Section 4.5. Governing  Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 4.6. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one Agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.

         Section 4.7. Sale of Interest. No Creditor will sell, transfer or
otherwise dispose of any interest in the Subject Obligations unless such
purchaser or transferee shall agree, in writing, to be bound by the terms of
this Agreement.


                                       6<PAGE>   9

         Section 4.8. Severability. In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.

         Section 4.9. Expenses. In the event of any litigation to enforce this
Agreement, the prevailing party shall be entitled to its reasonable attorney's
fees (including the allocated costs of in-house counsel).


                                       7<PAGE>   10
         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first above written.

                                                BANK OF AMERICA
                                                  NATIONAL TRUST AND
                                                  SAVINGS ASSOCIATION

                                                By
                                                  Its

                                                TEACHERS INSURANCE AND
                                                  ANNUITY ASSOCIATION OF
                                                  AMERICA

                                                By /s/ Charles C. Thompson, III
                                                   -----------------------------
                                                   Its Managing Director-Private
                                                   Placement

                                                TRANSAMERICA LIFE
                                                  INSURANCE & ANNUITY
                                                  COMPANY

                                                By /s/ John M. Casparian
                                                   -----------------------------
                                                   Its Investment Officer

                                                TRANSAMERICA OCCIDENTAL
                                                  LIFE INSURANCE
                                                  COMPANY

                                                By /s/ John M. Casparian
                                                   -----------------------------
                                                   Its Investment Officer

                                                NEW ENGLAND MUTUAL LIFE
                                                  INSURANCE COMPANY

                                                By /s/Frances Shedd Fisher 
                                                   -----------------------------
                                                   Its Investment Officer


                                       8
<PAGE>   11

         The undersigned hereby acknowledge and agree to the foregoing
Agreement.

                                                WILLIAMS-SONOMA, INC.

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

                                                WILLIAMS-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
                                                   -----------------------------


                                       9<PAGE>   12

                                                   Its Chief Financial Officer
                                                   and Secretary

                                                CHAMBERS CATALOG COMPANY, INC.

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

                                       10