EX-24 2 attachment1.htm EX-24 DOCUMENT
                         LIMITED POWER OF ATTORNEY FOR

                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these present, that each of the undersigned hereby makes,
constitutes and appoints each of Leigh Ginter and Eric Tanquist, signing singly,
as each of the undersigned's true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of each of the undersigned to:

(1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of Norcraft
Companies, Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2)     seek or obtain, as each of the undersigned's representative and on each
of the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and each of the undersigned hereby authorizes any
such person to release any such information to each of the undersigned and
approves and ratifies any such release of information; and

(3)     perform any and all other acts that in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of each of the
undersigned in connection with the foregoing.

Each of the undersigned acknowledges that:

(1)     this Limited Power of Attorney authorizes, but does not require, either
such attorney-in-fact to act in his discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)     any documents prepared and/or executed by either such attorney-in-fact
on behalf of any or all of the undersigned pursuant to this Limited Power of
Attorney will be in such form and will contain such information and disclosure
as either such attorney-in-fact, in his discretion, deems necessary or
desirable;

(3)     neither the Company nor either such attorney-in-fact assumes (i) any
liability for any of the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of any of the undersigned
for any failure to comply with such requirements, or (iii) any obligation or
liability of any of the undersigned for profit disgorgement under Section 16(b)
of the Exchange Act; and

(4)     this Limited Power of Attorney does not relieve each of the undersigned
from responsibility for compliance with each of the undersigned's obligations
under the Exchange Act, including without limitation the reporting requirements
under Section 16 of the Exchange Act.

        Each of the undersigned hereby gives and grants each foregoing
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as each of the
undersigned might or could do if present, with full power of substitution or
revocation, hereby ratifying and confirming all the acts that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney for and on behalf of each of the undersigned.

        This Limited Power of Attorney shall remain in full force and effect
until revoked by each of the undersigned in a signed writing delivered to each
such attorney-in-fact.

        IN WITNESS WHEREOF, each of the undersigned has caused this Limited
Power of Attorney to be executed as of this 14th day of February, 2014.

                                        TRIMARAN INVESTMENTS II, L.L.C.

                                        By:      /s/ Dean C. Kehler
                                            -----------------------------------
                                        Name:    Dean C. Kehler
                                        Title:   Managing Member

                                        TRIMARAN FUND II, L.L.C.

                                        By:      /s/ Dean C. Kehler
                                            -----------------------------------
                                        Name:    Dean C. Kehler
                                        Title:   Managing Member

                                        TRIMARAN CAPITAL, L.L.C.

                                        By:      /s/ Dean C. Kehler
                                            -----------------------------------
                                        Name:    Dean C. Kehler
                                        Title:   Managing Member

                                        TRIMARAN PARALLEL FUND II, L.P.

                                        By:      /s/ Dean C. Kehler
                                            -----------------------------------
                                        Name:    Dean C. Kehler
                                        Title:   Managing Partner

                                        TRIMARAN FUND MANAGEMENT, L.L.C.

                                        By:      /s/ Dean C. Kehler
                                            -----------------------------------
                                        Name:    Dean C. Kehler
                                        Title:   Managing Member

                                          /s/ Jay R. Bloom
                                        -----------------------------------
                                        Jay R. Bloom

                                          /s/ Dean C. Kehler
                                        -----------------------------------
                                        Dean C. Kehler

                                        CIBC EMPLOYEE PRIVATE EQUITY FUND
                                        (TRIMARAN) PARTNERS

                                        By:      /s/ Michael Capatides
                                            -----------------------------------
                                        Name:    Michael Capatides
                                        Title:   Authorized Signatory

                                        CIBC CAPITAL CORPORATION

                                        By:      /s/ Achilles M. Perry
                                            -----------------------------------
                                        Name:    Achilles M. Perry
                                        Title:   Managing Director