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Windows 2003 domain to 2012R2

I am trying to promote Windows 2012R2 to be domain controller from Windows 2003
But the system tells me I need to upgrade the forest from 2000 to 2003 but I cannot find out how.
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Joseph Moody
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When I try this I get "The functional level could not be raised. The error is: The directory service is busy."
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I have 2 orphan domain controller on my network, do need to remove them before ?
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