I know, it sound strange, but now:
1st - I added nic2 back to management
2nd - I enabled port on dell switch for nic2
restart managment network and agnts (to be sure!)
and server start working as designed.
Very strange.
Looks like some cache or something simular. very strange. I lost 20 hours for different experements.
if you have any comments - you are welcome.
Vladimir@Prague