<PAGE>
                                                                 EXHIBIT 10.6(b)


                                 AMENDMENT NO. 2

         AMENDMENT NO. 2, dated as of March 17, 2003 (this "AMENDMENT"), to the
AMENDED AND RESTATED CREDIT AGREEMENT (the "CREDIT AGREEMENT"), dated as of July
21, 2000, as previously amended, among METRIS COMPANIES INC., a Delaware
corporation (the "BORROWER"), the lenders party thereto (the "LENDERS"), BANK OF
AMERICA, N.A., as syndication agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as
co-documentation agent, U.S. BANK NATIONAL ASSOCIATION, as co-documentation
agent, BARCLAYS BANK PLC, as co-agent, and JPMORGAN CHASE BANK, as
Administrative Agent.


                              W I T N E S S E T H:
                               - - - - - - - - - -


         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and

         WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, to amend the Credit Agreement on the terms
and conditions contained herein.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the premises contained
herein, the parties hereto hereby agree as follows:

                              SECTION I. AMENDMENT

         1.1 DEFINED TERMS. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as defined therein.

         1.2 AMENDMENTS TO SECTION 1.01. (a) The definition of "Loan Documents"
contained in Section 1.01 of the Credit Agreement is hereby amended by adding,
to the end thereof, the words "and the Securities Account Pledge Agreement
(except that the Securities Account Pledge Agreement shall not constitute a Loan
Document for the purposes of Section 9.08(b))".

         (b) Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definitions in the appropriate alphabetical order:

         "MAJORITY REVOLVING LENDERS" shall mean, at any time, Lenders having
    Revolving Exposures and unused Revolving Commitments representing more than
    50% of the sum of the total Revolving Exposures and unused Revolving
    Commitments at such time.

         "SECOND AMENDMENT EFFECTIVE DATE" shall mean the date of effectiveness
    of Amendment No. 2 to this Agreement.

         "SECURITIES ACCOUNT PLEDGE AGREEMENT" shall mean the Securities Account
    Pledge Agreement of even date herewith made by the Borrower in favor of U.S.
    Bank National Association.

         1.3 AMENDMENT TO ARTICLE II. Article II of the Credit Agreement is
hereby amended by adding the following new Section 2.20 to the end thereof:

         2.20 CERTAIN MATTERS RELATING TO THE REVOLVING LENDERS. Notwithstanding
    anything to the contrary in this Agreement, (a) immediately after the
    effectiveness of Amendment No. 2 to this Agreement, the Total Revolving
    Commitment and the Total LC Commitment shall automatically be permanently
    reduced to $7,304,000, and thereafter no Revolving Loans or other

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                                                                               2

    extensions of credit may be outstanding thereunder other than Letters of
    Credit in existence on such date and renewals, extensions or replacements
    thereof, (b) subject to clause (c) below, if any such Letter of Credit shall
    expire, be cancelled or be reduced in amount, the Total Revolving Commitment
    and the Total LC Commitment shall automatically be permanently reduced by an
    amount equal to the undrawn face amount thereof or the amount of such
    reduction, as the case may be (it being understood that this clause (b)
    replaces in its entirety Section 2.10(a) of this Agreement), (c) if agreed
    by the Administrative Agent and the relevant Issuing Bank, the expiration
    date of any Letter of Credit may be extended (including pursuant to a
    renewal or replacement) to any date occurring no later than the first
    anniversary of the Revolving Maturity Date, (d) the obligations of the
    Lenders pursuant to Section 2.14(e) shall terminate on the day that is 91
    days after the day on which the Borrower complies with clause (g) below
    unless, on such day, a Default or Event of Default under paragraph (i) or
    (j) with respect to the Borrower is in existence, (e) the Securities Account
    Pledge Agreement may be amended, waived or otherwise modified only with the
    consent of the Borrower, U.S. Bank National Association and the Majority
    Revolving Lenders (except that any such amendment, waiver or modification
    providing for a release of collateral, other than pursuant to the express
    terms of the Securities Account Pledge Agreement, shall require the consent
    of all Revolving Lenders), (f) from and after the Second Amendment Effective
    Date, the Borrower shall not accept, or agree to, any amendment, waiver or
    other modification to this Agreement or any other Loan Document without the
    written consent of the Majority Revolving Lenders, and (g) on the Second
    Amendment Effective Date, the Borrower shall cash collateralize all
    outstanding Letters of Credit, in an amount equal to 110% of the face amount
    thereof, pursuant to the Securities Account Pledge Agreement (to the extent
    not previously cash collateralized).

         1.4 AMENDMENT TO SECTION 6.03. Section 6.03 of the Credit Agreement is
hereby amended by adding the following new paragraph (l) to the end thereof:

         "(l) Liens on cash, cash equivalents, certificates of deposit or
    comparable investments in an aggregate amount of up to 110% of the LC
    Exposure incurred to secure the LC Exposure."

                            SECTION II. MISCELLANEOUS

         2.1 CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall
become effective as of the date first set forth above upon the Administrative
Agent having received counterparts of this Amendment duly executed and delivered
by the Borrower and the Required Lenders (but in any event including each
Revolving Lender).

         2.2 REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (a) the
representations and warranties made by the Loan Parties in the Loan Documents
are true and correct in all material respects on and as of the date hereof
(except to the extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date); and (b) no Default or Event of Default shall have
occurred and be continuing as of the date hereof

         2.3 COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

         2.4 CONTINUING EFFECT; NO OTHER AMENDMENTS. Except to the extent
expressly stated herein, all of the terms and provisions of the Credit Agreement
and the other Loan Documents are and

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                                                                               3



shall remain in full force and effect and are not waived in any respect. This
Amendment shall constitute a Loan Document.

         2.5 PAYMENT OF EXPENSES. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and
reasonable expenses incurred to date in connection with this Amendment and the
other Loan Documents, including, without limitation, the reasonable fees and
disbursements of legal counsel to the Administrative Agent.

         2.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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                                                                               4



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

                                METRIS COMPANIES INC., as Borrower

                                By: /s/ Scott R. Fjellman
                                   ---------------------------------------------
                                      Name: Scott R. Fjellman
                                      Title: Senior Vice President and Treasurer

                                By: /s/ Jeffrey D. Grosklags
                                   ---------------------------------------------
                                      Name: Jeffrey D. Grosklags
                                      Title: Senior Vice President,
                                             Credit Card Finance

                                JPMORGAN CHASE BANK, as Administrative Agent
                                and a

                                By: /s/ Roger A. Parker
                                   ---------------------------------------------
                                      Name: Roger A. Parker
                                      Title: Vice President

                                BANK OF AMERICA, N.A.

                                By: /s/ Timothy C. Hintz
                                   ---------------------------------------------
                                      Name: Timothy C. Hintz
                                      Title: Managing Director

                                BARCLAYS BANK PLC

                                By: /s/ Alison A. McGuigan
                                   ---------------------------------------------
                                      Name: Alison A. McGuigan
                                      Title: Associate Director

                                DEUTSCHE BANK A.G., NEW YORK
                                AND/OR CAYMAN ISLANDS BRANCHES

                                By: /s/ Gayma Z. Shivnarain
                                   ---------------------------------------------
                                      Name: Gayma Z. Shivnarain
                                      Title: Director

                                By: /s/ Nicolas Rueda
                                   ---------------------------------------------
                                      Name: Nicolas Rueda
                                      Title: Associate

                                U.S. BANK NATIONAL ASSOCIATION

                                By: /s/ David Y. Kopolow
                                   ---------------------------------------------
                                      Name: David Y. Kopolow
                                      Title: Vice President

                                AMARA-1 FINANCE LTD.



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                                                                               5



                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  AMARA-2 FINANCE LTD.

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  AVALON CAPITAL LTD.

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  AVALON CAPITAL LTD. II

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  CSAM FUNDING I

                                  By: /s/ Andrew H. Marshak
                                     -------------------------------------------
                                        Name: Andrew H. Marshak
                                        Title: Authorized Signatory

                                  CSAM FUNDING II

                                  By: /s/ Andrew H. Marshak
                                     -------------------------------------------
                                        Name: Andrew H. Marshak
                                        Title: Authorized Signatory

                                  CALLIDUS DEBT PARTNERS CDO FUND I

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  CERES FINANCE, LTD.

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:



<PAGE>
                                                                               6


                                  CERES II FINANCE LTD.

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  CHARTER VIEW PORTFOLIO

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  FIRST DOMINION FUNDING I

                                  By: /s/ Andrew H. Marshak
                                     -------------------------------------------
                                        Name: Andrew H. Marshak
                                        Title: Authorized Signatory

                                  FIRST DOMINION FUNDING II

                                  By: /s/ Andrew H. Marshak
                                     -------------------------------------------
                                        Name: Andrew H. Marshak
                                        Title: Authorized Signatory

                                  FIRST DOMINION FUNDING III

                                  By: /s/ Andrew H. Marshak
                                     -------------------------------------------
                                        Name: Andrew H. Marshak
                                        Title: Authorized Signatory

                                  HARBOURVIEW CDO II

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  ML CLO XII PILGRIM AMERICA (CAYMAN)

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:



<PAGE>
                                                                               7




                                  STANFIELD ARBITRAGE CDO, LTD.

                                  BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS ITS COLLATERAL MANAGER
                                  By: /s/ Christopher E. Jansen
                                     -------------------------------------------
                                        Name: Christopher E. Jansen
                                        Title: Managing Partner


                                  STANFIELD CLO, LTD.

                                  BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS COLLATERAL MANAGER
                                  By: /s/ Christopher E. Jansen
                                     -------------------------------------------
                                        Name: Christopher E. Jansen
                                        Title: Managing Partner

                                  STANFIELD CARRERA CLO, LTD.

                                  BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS ITS ASSET MANAGER
                                  By: /s/ Christopher E. Jansen
                                     -------------------------------------------
                                        Name: Christopher E. Jansen
                                        Title: Managing Partner

                                  STANFIELD QUATTRO CLO, LTD.

                                  BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS ITS COLLATERAL MANAGER
                                  By: /s/ Christopher E. Jansen
                                     -------------------------------------------
                                        Name: Christopher E. Jansen
                                        Title: Managing Partner

                                  STRATA FUNDING LIMITED

                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  SUNAMERICA SENIOR FLOATING RATE FUND, INC.

                                  BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS SUBADVISOR
                                  By: /s/ Christopher E. Jansen
                                     -------------------------------------------
                                        Name: Christopher E. Jansen
                                        Title: Managing Partner

                                  VAN KAMPEN PRIME RATE INCOME TRUST
                                  By:
                                     -------------------------------------------
                                        Name:
                                        Title:

                                  WINDSOR LOAN FUNDING, LIMITED

                                  BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS ITS INVESTMENT MANAGER
                                  By: /s/ Christopher E. Jansen
                                     -------------------------------------------
                                        Name: Christopher E. Jansen
                                        Title: Managing Partner