1 EXHIBIT 10.12 Certain portions of this exhibit have been deleted and confidentially filed with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 406 under the Securities Act of 1933, as amended. The confidential portions of the exhibit that have been deleted are indicated by "[*****]" inserted in place of such confidential information. SILICON METAL PURCHASE AGREEMENT ITEM: [******] Silicon Metal Size: [*************************************] Shipped in bulk truckload quantities DURATION: Jan. 1, 1997-Dec. 31, 1998 QUANTITY: A) [*******] silicon available as generated [*****************************] Delivery schedule to match [***] as generated B) As less [******] is generated, tonnage lost is converted to additional [*********] tons TERMS: [****************************************** *******************************************] Review [******************************] (if needed) PRICE: [******] silicon having a content of up to [**********] priced at [***************************] silicon [*******************************************] on the shipment invoice The Wabash price [*****************************] CANCEL: Must be written with six (6) month's advance notice /s/ 12/10/96 - --------------------------------- --------------------------------- Wabash Alloys Date /s/ 12/15/96 - --------------------------------- --------------------------------- SIMCALA Date [*] Confidential treatment requested