You want 12GB of RAM, 32bit will only recognize about 3GB, so you really have no choice but to use a 64bit OS.
http://www.google.com/search?q=32+bit+vs+64+bit
Quote:
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The terms 32-bit and 64-bit refer to the way a computer's processor (also called a CPU), handles information. The 64-bit version of Windows handles large amounts of random access memory (RAM) more effectively than a 32-bit system.
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