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HMNZS Charles Upham (A02) was a Mercandian 2-in-1 class roll-on/roll-off vessel operated by the Royal New Zealand Navy (RNZN) between 1994 and 2001. The vessel was built for the Danish shipping company Mercandia during the early 1980s, and operated under the names Mercandian Queen II and Continental Queen II. The New Zealand Defence Force had identified the need for a logistic support ship as early as the 1970s but it was not until the 1991 white paper that planning to acquire a ship commenced in earnest. Mercandian Queen II was for sale around that time, and although not as capable as the RNZN had initially specified, was purchased in 1994. The ship arrived in New Zealand in 1995 under the name Sealift, and was commissioned later that year as HMNZS Charles Upham. The ship was named for Charles Hazlitt Upham, VC* (21 September 1908 – 22 November 1994). He was a New Zealand soldier who earned the Victoria Cross in Crete in May 1941, and at Ruweisat Ridge, Egypt, in July 1942.

After some modification, the ship made two voyages to test her capabilities and determine what further work was required to make her fully operational. Significant problems with stability and seakeeping were encountered during the second voyage, and the ship was removed from service on her return. The cost of fixing the stability problems and fitting Charles Upham out for troop and vehicle transport was prohibitive, and the work was postponed. In the meantime, the ship was chartered to Spanish company Contenemar SA in 1998 and used to transport citrus fruit around the Mediterranean.

By 2001, the New Zealand government had decided that Charles Upham was unusable and should be sold. The ship was sold to Contenemar (who operated her under the name Don Carlos, then Don Carlos II), then converted into a vehicle carrier and onsold in 2009 to Indonesian company PT Pelayaran Putra Sejati.

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