I reinstalled open-e, got trial key and put it in DSS.
next i reset bios in HP and disabled all power saving options.
but without luck - the same kernel panic.

next i disabled all cpu features - such as virtualization, DEP, etc. - no luck.

If you interested in logs i can send them to you.

PS: this server ran windows and linux virtual machies with windows 2008 r2 hyper-v without any issues more than 3 years. only hdd and FC adapter were added.
But since i have 3 identiacl FC cards (bios show them as FC1242, DSS as HPAE312A) and tested in various combinations with desctop and server hardware i think this issue related to FC cards..