Advice on Upgrading Windows Server OS on OLD Hardware:

Hi all.
I have 3 branches in one domain.
There are 2 physical servers in both of those branch locations.
One is the "primary" file server in that branch and is a DC.
The other server has a backup of the files from the primary and also acts as a DC.
All 4 of these servers (2 in each branch) are running Server 2003 and we plan to upgrade them to Server 2008 R2.
I was going to start with the NON-primary servers to try and avoid any issues.
I've already hit a snag in that the 2 non-primary servers aren't exactly Server 2008 R2 compatible.
They are decent servers and all but my concern is how I should handle this.
These 2 non-primary servers are:
- HP ProLiant DL360 G4p
- HP ProLiant ML350 G4p

I don't think the HP SmartStart CD will let me install Server 2008 R2 on these servers so my options are to either install Server 2008 R2 from the standard CD/DVD and try to install all of the drivers manually - OR - install ESXi free onto the server and then install Server 2008 R2 as a virtual machine on the server.

The branch locations are about a 2 hour drive for me and I'd ideally like to bang these out each in one day which means I'd like to get it right the first time and have a solid game plan.

At this point I'm wondering if the Server 2008 R2 standard CD/DVD will even recognize the hard drives on these 2 servers without the aid of the SmartStart CD.

Is there any downside to running a free version of ESXi to simply house the one DC as a VM?
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homerslmpsonAsked:
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Andrew Hancock (VMware vExpert / EE MVE^2)VMware and Virtualization ConsultantCommented:
ESXi (free), you will not be able to backup, because the third party apps do not have access to the API.

ESXi also is not compatible with your G4 servers, they are very old.

Server 2008 R2 standard CD/DVD should have the drivers for your servers without SmartStart CD.
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Casey WeaverManaged Services Windows Engineer IIICommented:
There's a good chance that the 2008R2 disk will already see the disks, the 2008 platform was the start of MS integrating a whole lot more drivers. Just go with the 2008R2 disk and try it first. If it doesn't show, there's no issue running free esxi. But note that the newer forms of ESXi most likely won't support those servers, as they lack PAE. ESXi 6 definitely won't work, any of the 5 series probably won't either.
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Andrew Hancock (VMware vExpert / EE MVE^2)VMware and Virtualization ConsultantCommented:
It will not support it since ESXi 4.1..... G4 is very old.... scrap!
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Lee W, MVPTechnology and Business Process AdvisorCommented:
If I remember correctly (because I think I've tried it - those servers aren't 64 bit capable.  So you CANNOT install 2008 R2 on them.  Really, it's time to upgrade the hardware too!

As for virtualizing, I wouldn't use VMWare since Hyper-V is included and provides some great capabilities and is free... but other than that PREFERENCE, Why WOULDN'T you virtualize ANYWAY?  ESPECIALLY if I'm mistaken and these are 64 bit systems?  It would make upgrading the hardware (hopefully SOON for your sake) VERY easy - just install the VM Host and move the VM(s)...
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homerslmpsonAuthor Commented:
Scrap my poor G4 servers? No way!
I'm taking those things to the grave with me!
jk of course.
Remember, these are BACKUP servers and nothing more.  And by backup servers I mean they just sit there, doing nothing unless the main server fails - and in that case they'd have to serve clients for 1 to 2 days while I rebuild the main server.
While I appreciate the advice, I don't think I can justify buying NEW servers just to sit there and do nothing.
Hope this makes sense.
So it sounds like I should be able to install Server 2008 R2 directly on the servers without too much hassle. This is good news.  I didn't like the idea of having to install ESXi.
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Casey WeaverManaged Services Windows Engineer IIICommented:
G4's were the first ML350's to support 64 bit processors, but they could also have 32 bit processors. You'll have to make sure you're dealing with servers equipped with them.
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homerslmpsonAuthor Commented:
One has:
server1The other has:
server2
Both are 64-bit capable from what I can gather.
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Andrew Hancock (VMware vExpert / EE MVE^2)VMware and Virtualization ConsultantCommented:
I've actually manage to install Windows 2012 on G4s!

So 2008 R2, does install. (ESXi does not!).

If you want spares, we've got 200 on the scrap pile!
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homerslmpsonAuthor Commented:
HAHAHA no no I'll stick with what I have thanks. It's a real shame hardware depreciates the way it does.
Server 2008 R2 is the highest I can go without buying 100+ new Server CALs :(
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homerslmpsonAuthor Commented:
Thanks guys. I'm going to the branch tomorrow and hope to install 2008 R2 without issue.
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Windows Server 2008

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